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Titan Cable PLC – ‘10-Q’ for 6/30/96 – EX-99

As of:  Wednesday, 8/14/96   ·   For:  6/30/96   ·   Accession #:  909518-96-267   ·   File #:  0-26840

Previous ‘10-Q’:  ‘10-Q’ on 5/15/96 for 3/31/96   ·   Next:  ‘10-Q’ on 11/14/96 for 9/30/96   ·   Latest:  ‘10-Q’ on 8/13/98 for 6/30/98

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/14/96  Titan Cable PLC                   10-Q        6/30/96    4:461K                                   Weil Gotshal & Ma… 04/FA

Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Second Qtr Form 10-Q                                  16     96K 
 2: EX-10.66    Loan Agreement                                       172    524K 
 3: EX-27       Financial Data Schedule                                1      6K 
 4: EX-99       Press Release                                         25    128K 


EX-99   —   Press Release
Exhibit Table of Contents

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11st Page   -   Filing Submission
2Telewest
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EXHIBIT 99 Telewest Communications plc Press Release issued on August 5, 1996 with respect to results of operations for the six month period ended June 30, 1996 (including unaudited consolidated financial statements prepared in accordance with UK GAAP).
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T E L E W E S T PRESS RELEASE COMMUNICATIONS ================================================================================ FOR IMMEDIATE RELEASE 5 August 1996 TELEWEST COMMUNICATIONS PLC INTERIM RESULTS FOR THE SIX MONTHS TO 30 JUNE 1996 Telewest Communications plc ("Telewest") today announced its unaudited financial results for the six months ended 30 June 1996. Pro forma information is included to demonstrate the comparative effect of including the results of SBC CableComms UK ("SBCC"), acquired by Telewest on 3 October 1995, for the equivalent period last year. [Enlarge/Download Table] FINANCIAL HIGHLIGHTS ACTUAL PRO FORMA Year on Year Year on Year TOTAL REVENUE 2nd Qtr up 136% to(pound)68. 3m up 58% YTD up 141% to(pound)133.5m up 59% CABLE TELEVISION REVENUE 2nd Qtr up 115% to(pound)28.8m up 46% YTD up 120% to(pound)56.9m up 48% RESIDENTIAL TELEPHONY REVENUE 2nd Qtr up 177% to(pound)29.3m up 64% YTD up 184% to(pound)57.3m up 66% BUSINESS TELEPHONY REVENUE 2nd Qtr up 120% to(pound)8.1m up 84% YTD up 113% to(pound)15.2m up 74% Gross contribution 2nd Qtr up 114% to(pound)39.8m up 49% (total revenue less direct YTD up 128% to(pound)77.4m up 55% programming and telephony costs) EBITDA (Loss) 2nd Qtr improved 55% to(pound)3.3m improved 64% (Loss before interest, tax, YTD improved 42% to(pound)7.1m improved 55% depreciation and amortisation) Net loss 2nd Qtr up 208% to(pound)64.2m YTD up 205% to(pound)117.7m Capital expenditure 2nd Qtr up 114% to (pound)134.1m YTD up 83% to (pound)230.2m
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OPERATING HIGHLIGHTS ACTUAL PRO FORMA Year on Year Year on Year CABLE TELEVISION CUSTOMERS - OWNED AND OPERATED up 107% to 426,010 up 31% - EQUITY BASIS up 91% to 487,079 up 30% Cable television penetration stable at 21.1% (21.2% Q2 1995 and 21.0% pro forma Q2 1995 ) Rolling 12 month churn+ down to 36.4% (See note below) Residential telephony lines - Owned and operated up 184% to 501,778 up 54% - Equity basis up 156% to 558,303 up 52% Residential telephony penetration increased to 26.4% (22.8% Q2 1995 and 25.1% pro forma Q2 1995 ) Rolling 12 month churn+ up to 20.2% (See note below) Business telephony lines - Owned and operated up 142% to 51,872 up 83% - Equity basis up 118% to 60,939 up 75%
Commenting on the results, Stephen Davidson, Acting Chief Executive Officer of Telewest, said: "Operating conditions in the Second Quarter have seen strong competition from terrestrial television, due to the quantity of sport being broadcast, and an aggressive marketing campaign from British Telecom. Despite this we achieved further steady growth across all our customers, lines and revenues and have now passed 2.2 million homes, 57% of our network. I am pleased to note that we have over half a million residential telephone lines in operation. "On 1 July 1996 we re-branded our franchises under the name Telewest Communications. We continue to add customer value through the progressive introduction of new services, such as Cable Internet and the Sega Channel, and the improvement of our customer services. The second half of the year will see a greater emphasis on marketing as we package our cable television and cable telephony services across all our franchises and further strengthen our competitive pricing position. I am confident that we will benefit from the prospects for number portability which we start rolling out in September. "We believe we are now fully funded following the signing of a (pound)1.2 billion banking facility. The increase in our net loss is in line with expectations and we remain on course to go operating cash flow positive during this year." ENQUIRIES TO: TELEWEST COMMUNICATIONS Stephen Davidson, Acting Chief Executive Officer Tel: 01483 750900 DEWE ROGERSON Anthony Carlisle Tel: 0171 638 9571 John Antcliffe + In calculating churn rates "transfers" are now excluded as explained below on page 4. 2
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Note: All comparatives given in the text below are on a pro forma basis including SBCC's results as if Telewest had acquired SBCC on 1 January 1995. OPERATIONAL REVIEW The build programme continued at a rapid pace with another 126,181 homes being activated in the Second Quarter. Telewest has now passed 2.2 million homes, increasing the build out to 57%. The build programme is expected to quicken in the second half of the year with a year end target of 64%. As Telewest's build out moves further beyond the 50% level, the company is increasing its focus on marketing and customer service and has been involved in a number of intensive marketing campaigns. The Cable Communications Association's national "Get Connected" campaign has been successful in raising awareness, particularly amongst the younger audiences, which Telewest believes promises well for the future. In addition, Telewest has undertaken a number of campaigns in its own franchises emphasising the benefits of particular cable products. As of 1 July 1996, Telewest re-branded all its franchises, which previously traded as United Artists, Cable Midlands and Cable North West, under the name Telewest Communications. This is the start of the development of Telewest Communications as a national brand. In addition, Telewest recently announced a restructuring of its telephony price tariffs to undercut British Telecom by 10-15% on all calls* from 15 July 1996. Number portability is due to be introduced in the first franchise in September with the roll out completed across all the franchises by early 1997. Various new products such as the Sega Channel and Cable Internet have been launched, with trialling of high speed broadband cable modems starting this year. Telewest is also concentrating on improving levels of customer service across the board and has recruited additional staff in customer facing activities. REGULATORY UPDATE OFTEL published its price control proposals for British Telecom for the period to 1997 to 2001 on 3 June 1996. It was proposed that the increase in local, national and international call charges should be capped at RPI-4.5% for the majority of residential customers. This is comfortably in line with Telewest's expectations. Overall, Telewest welcomes the move recognising the balance created by OFTEL between protecting customer interests, the legitimate business interests of all competitors and the increasing role played by competition. FINANCIAL REVIEW The first half of 1996 has continued the trends established at the end of 1995. At the end of the Second Quarter the total number of customers/lines had grown by 44.3% year on year to 979,660 whilst the Second Quarter revenue growth was even higher at 57.6% year on year. The EBITDA loss for the Second Quarter was down 10.5% on the First Quarter of 1996 at (pound)3.3 million bringing the EBITDA loss for the year to date to (pound)7.1m. This is an improvement of 55% on the same period last year. The net loss for the year to date was in line with expectations at (pound)117.7 million. On 22 May 1996, Telewest signed a (pound)1.2 billion financing agreement. This constitutes the last stage in the financing plan following Telewest's successful (pound)734 million bond issue in October 1995. Telewest believes it is now fully funded to complete the build out of its network and to finance continuing operations. _______________ * Compared with BT's standard rates and discount schemes (including "Friends and Family", "Premierline" and "Option 15" but excluding one-off deals by BT such as "Surprise Special" and "Light User Rebate Scheme") as at 1 July 1996. 3
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CABLE TELEVISION The Second Quarter of 1996 has seen cable television customers increase 31% on the same period last year whilst revenue increased 46.3% year on year to (pound)28.8 million. This brings the revenue for the year to date to (pound)56.9 million, an increase of 48% on the same period last year. This is partly due to the increase in the pay to basic ratio from 174.9% in the Second Quarter 1995 to 188.7% in the Second Quarter 1996. However the contribution for the quarter from cable television increased only 33.7% year on year as Telewest has increased the quantity of programmes in the basic package, adding channels such as European Business News and the Sci-Fi channel. Average revenue per customer increased 10.4% compared to the same period last year. Penetration was stable at 21.1% whilst rolling twelve month churn+ was down at 36.4%. These results are encouraging given the strong offering of sport on terrestrial television in the quarter. The reduction in churn is a reflection of Telewest's continuing improvements in customer service and the improved quality of its sales processes. RESIDENTIAL TELEPHONY Over 500,000 residential telephone lines are now in operation, an increase of 54.3% on the same period last year. Revenue growth for the quarter again outstripped customer growth increasing 63.7% to (pound)29.3 million bringing the revenue for the first half to (pound)57.3 million, an increase of 66% on the same period last year. Penetration was up year on year at 26.4% with rolling 12 month churn+ at 20.2%. BUSINESS TELEPHONY Business telephony again performed strongly with the number of business lines jumping 82.8% year on year to 51,872 with Second Quarter revenues increasing even faster, growing 83.6% year on year to (pound)8.1 million. The revenue for the year to date stands at (pound)15.2 million, an improvement of 74% on the first half of 1995. The total contribution from both Residential and Business Telephony for the Second Quarter increased 59.1% year on year to (pound)24.3 million. +CHURN In previous quarters Telewest has calculated churn by including in the total of those who disconnect within the period those who move premises and reconnect elsewhere. Whilst this has had no effect on the calculation of penetration, which is based on period end figures, it has meant that the churn figures have been overstated. In common with other companies within the cable industry, Telewest is moving to stating its churn figures excluding those customers who transfer (customers who move their cable television/residential telephony service from one premise to another within a Telewest franchise). Unfortunately it is not possible to rebase the figures for 1995 on the same basis and so no comparatives are given in the Operating Highlights. For the purposes of comparision, the 1996 and 1995 figures calculated on the old basis (i.e. including in churn those who transfer their services and therefore remain customers) are as follows. For cable television, the rolling twelve month churn has decreased to 39.5% in Second Quarter 1996 from 50.5% in Second Quarter 1995 (45.7% excluding SBCC) and for residential telephony the rolling twelve month churn rate has increased to 23.3% in Second Quarter 1996 from 20.7% in Second Quarter 1995 (20.7% excluding SBCC). OPERATING COSTS AND EXPENSES Selling, general and administration costs as a percentage of revenue in the second quarter decreased 19.4 percentage points over the same quarter last year. For the year to date SG&A as a percentage of revenue is down 15.1 percentage points on the same period in 1995. This is due to higher customer acquisition costs, as Telewest increases its marketing expenditure, being more than offset by reductions in support costs, as Telewest exploits the efficiency gains of its enlarged operations to improve customer service at a lower cost. 4
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AFFILIATED COMPANIES Telewest's share of the net losses of its Affiliated Companies accounted for under the equity method, principally Birmingham Cable Corporation Limited and Cable London plc, was (pound)5.6 million and (pound)7.5 million for the first six months of 1995 and 1996, respectively. The performance of the Affiliated Companies was broadly in line with expectations. LIQUIDITY AND CAPITAL RESOURCES On 22 May 1996, Telewest entered into a (pound)1.2 billion senior secured credit facility with a syndicate of banks ("the Senior Secured Facility"). The Senior Secured Facility will, subject to satisfaction of certain conditions, be used to finance the capital expenditure, working capital requirements, and other permitted related activities for the construction and operation of all Telewest's owned and operated franchises; to pay cash interest on Telewest's unsecured debentures; to fund the repayment of existing secured borrowings in respect of the London South, Avon and Scotland Regional Franchise Areas; to fund loans to or investments in affliated companies; to fund the acquisition, and subsequent construction, of local delivery operators/franchises and to refinance advances and the payment of interest, fees and expenses in respect of the Senior Secured Facility. On 3 October 1995, Telewest raised (pound)734 million through the issue of $300 million principal amount of 9 5/8% Senior Debenture due 2006 and $1,536 million principal amount at maturity of 11% Senior Discount Debentures due 2007. The aggregate cost of the curency hedge arrangements associated with the debentures was (pound)88 million. Cash and deposit balances at 30 June 1996 were (pound)224 million. Telewest currently expects that the anticipated funding requirements (after taking into account current cash and deposit balances, together with anticipated revenues) to substantially complete the construction of the owned and operated network (including the recently aquired franchises of Worcester and Southport), to fund the Company's operations, to upgrade older portions of the network, to develop and introduce certain new products and to pay interest on Telewest's debt will be approximately (pound)1 billion. Telewest expects such funding to be provided by the Senior Secured Facility although there can be no assurance that Telewest will not elect to use alternative funding sources or that Telewest's current anticipated funding requirements will be in line with expectations. __________________ The following is included in connection with new legislation recently introduced in the United States of America. Safe Harbour Statement under the US Private Securities Litigation Reform Act of 1995. The foregoing includes certain forward looking statements that involve various risks and uncertainties which could lead to actual results significantly different than those anticipated by Telewest. 5
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[Enlarge/Download Table] TELEWEST COMMUNICATIONS PLC OPERATING STATISTICS - OWNED AND OPERATED ON AN EQUITY BASIS 2ND QUARTER NET ADDITIONS ACTUAL* ACTUAL* PRO FORMA* PRO FORMA* NET ADDITIONS NET ADDITIONS NET ADDITIONS NET ADDITIONS NET ADDITIONS NET ADDITIONS Q2 1996 YEAR TO DATE 1996 Q2 1995 YEAR TO DATE 1995 Q2 1995 YEAR TO DATE 1995 ------------- ------------------ --------------- ------------------ -------------- ------------------ CABLE TELEVISION ---------------- HOMES MARKETED 116,030 190,165 92,083 168,531 135,704 249,271 CATV CUSTOMERS 14,172 24,541 13,962 26,922 18,637 29,335 RESIDENTIAL TELEPHONY --------------------- HOMES MARKETED 144,654 234,682 111,355 191,727 174,003 303,764 RESIDENTIAL TELEPHONY CUSTOMERS 33,485 69,241 24,564 47,783 44,768 86,719 RESIDENTIAL TELEPHONY LINES 34,742 70,862 24,652 48,047 44,855 86,983 BUSINESS TELEPHONY ------------------ BUSINESS TELEPHONY CUSTOMERS 1,619 3,140 1,042 1,825 1,705 2,953 BUSINESS TELEPHONY LINES 6,299 11,851 3,401 5,917 4,871 8,323 ACTUAL* PRO FORMA* AS AT 30 JUNE AS AT 30 JUNE AS AT 30 JUNE 1996 1995 1995 ---------------- ----------------------- -------------------------- CABLE TELEVISION ---------------- HOMES MARKETED 2,021,623 974,006 1,548,274 CATV CUSTOMERS 426,010 206,018 325,360 CATV PENETRATION 21.1% 21.2% 21.0% QUARTERLY CHURN RATE (ANNUALISED)** 35.3% 48.4% 48.3% ROLLING 12 MONTH CHURN RATE** 36.4% 45.7% 50.5% RESIDENTIAL TELEPHONY --------------------- HOMES MARKETED 1,887,286 772,435 1,291,817 RESIDENTIAL TELEPHONY CUSTOMERS 498,646 175,932 324,437 RESIDENTIAL TELEPHONY PENETRATION 26.4% 22.8% 25.1% RESIDENTIAL TELEPHONY LINES 501,778 176,577 325,082 QUARTERLY CHURN RATE PER LINE (ANNUALISED)** 20.6% 23.4% 21.3% ROLLING 12 MONTH CHURN RATE** 20.2% 20.7% 20.7% BUSINESS TELEPHONY ------------------ BUSINESS TELEPHONY CUSTOMERS 17,365 6,907 10,959 BUSINESS TELEPHONY LINES 51,872 21,477 28,373 AVERAGE NUMBER OF LINES PER CUSTOMER 3.0 3.1 2.6 QUARTERLY CHURN RATE PER LINE (ANNUALISED) 13.3% 13.7% 15.4% ROLLING 12 MONTH CHURN RATE 12.5% 13.5% 16.6% <FN> NOTES: * ACTUAL REFERS TO COMPARATIVE FIGURES FOR THE GROUP AS CONSTITUTED DURING THE FIRST SIX MONTHS OF 1995 (EXCLUDING THE RESULTS OF THE FORMER SBCC FRANCHISES). PRO FORMA REFERS TO COMPARATIVE FIGURES FOR THE GROUP DURING THE FIRST SIX MONTHS OF 1995 INCLUDING THE RESULTS OF THE FORMER SBCC FRANCHISES. ** THE CALCULATION OF THE QUARTERLY CHURN RATE AND THE ROLLING TWELVE MONTH CHURN RATE AT 30 JUNE 1996 HAS BEEN MODIFIED FROM THE CALUCLATION AT 30 JUNE 1995 TO EXCLUDE THE EFFECT OF TRANSFERS (THOSE PEOPLE WHO MOVE PREMISES AND TAKE THEIR CABLE TELEVISION AND RESIDENTIAL TELEPHONY SERVICES WITH THEM). THE EFFECT OF THIS IS TO REDUCE THE RATES FROM 39.1% AND 39.5% FOR CABLE TELEVISION, AND FROM 24.4% AND 23.3% FOR RESIDENTIAL TELEPHONY RESPECTIVELY. </FN> 6
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[Enlarge/Download Table] TELEWEST COMMUNICATIONS PLC OPERATING STATISTICS - OWNED AND OPERATED AND AFFILIATED FRANCHISES ** ON AN EQUITY BASIS 2ND QUARTER NET ADDITIONS ACTUAL* ACTUAL* PRO FORMA* PRO FORMA* NET ADDITIONS NET ADDITIONS NET ADDITIONS NET ADDITIONS NET ADDITIONS NET ADDITIONS Q2 1996 YEAR TO DATE 1996 Q2 1995 YEAR TO DATE 1995 Q2 1995 YEAR TO DATE 1995 -------------- ------------------ -------------- ------------------ ------------------------------- CABLE TELEVISION ---------------- HOMES MARKETED 129,502 209,139 106,578 193,335 150,199 274,075 CATV CUSTOMERS 16,910 29,608 15,824 30,098 20,499 32,511 RESIDENTIAL TELEPHONY --------------------- HOMES MARKETED 157,828 255,225 128,165 220.111 190,813 332,148 RESIDENTIAL TELEPHONY CUSTOMERS 38,038 77,015 27,906 54,564 48,110 93,500 RESIDENTIAL TELEPHONY LINES 39,400 78,839 28,026 54,820 48,229 93,756 BUSINESS TELEPHONY ------------------ BUSINESS TELEPHONY CUSTOMERS 1,741 3,432 1,154 2,021 1,821 3,153 BUSINESS TELEPHONY LINES 7,261 13,421 3,969 6,978 5,439 9,384 ACTUAL* PRO FORMA* AS AT 30 JUNE AS AT 30 JUNE AS AT 30 JUNE 1996 1995 1995 ---------------------- -------------------- --------------------- CABLE TELEVISION ---------------- HOMES MARKETED 2,275,793 1,166,203 1,740,471 CATV CUSTOMERS 487,079 254,672 374,014 RESIDENTIAL TELEPHONY --------------------- HOMES MARKETED 2,137,784 956,191 1,475,573 RESIDENTIAL TELEPHONY CUSTOMERS 554,670 216,936 365,442 RESIDENTIAL TELEPHONY LINES 558,303 217,793 366,298 BUSINESS TELEPHONY ------------------ BUSINESS TELEPHONY CUSTOMERS 19,418 8,415 12,470 BUSINESS TELEPHONY LINES 60,939 27,895 34,791 AVERAGE NUMBER OF LINES PER CUSTOMER 3.1 3.3 2.8 <FN> NOTES: * ACTUAL REFERS TO COMPARATIVE FIGURES FOR THE GROUP AS CONSTITUTED DURING THE FIRST SIX MONTHS OF 1995 (EXCLUDING THE RESULTS OF THE FORMER SBCC FRANCHISES). PRO FORMA REFERS TO COMPARATIVE FIGURES FOR THE GROUP DURING THE FIRST SIX MONTHS OF 1995 INCLUDING THE RESULTS OF THE FORMER SBCC FRANCHISES. ** THE AFFILIATED FRANCHISES INCLUDE TELEWEST'S INTERESTS IN CABLE LONDON PLC, (49.00% INTEREST), BIRMINGHAM CABLE CORPORATION LTD (27.47% INTEREST) AND THE CABLE CORPORATION (16.54% INTEREST). </FN> 7
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[Enlarge/Download Table] TELEWEST COMMUNICATIONS PLC OPERATING STATISTICS - OWNED AND OPERATED FRANCHISES AS AT 30 JUNE 1996 LONDON SOUTH AVON NORTH EAST SCOTLAND SOUTH EAST COSTWOLDS NORTH WEST MIDLANDS TOTAL ------------ ------- ---------- -------- ---------- --------- ---------- -------- --------- CABLE TELEVISION ---------------- HOMES MARKETED 358,732 249,793 127,025 385,825 109,348 44,513 444,157 302,230 2,021,623 CATV CUSTOMERS 76,456 48,080 24,939 78,125 28,291 10,314 96,102 63,703 426,010 CATV PENETRATION 21.3% 19.2% 19.6% 20.2% 25.9% 23.2% 21.6% 21.1% 21.1% RESIDENTIAL TELEPHONY --------------------- HOMES MARKETED 315,815 249,852 123,864 299,562 109,348 44,513 442,102 302,230 1,887,286 RESIDENTIAL TELEPHONY CUSTOMERS 54,982 64,737 37,458 72,566 31,855 11,572 127,855 97,621 498,646 RESIDENTIAL TELEPHONY PENETRATION 17.4% 25.9% 30.2% 24.2% 29.1% 26.0% 28.9% 32.3% 26.4% RESIDENTIAL TELEPHONY LINES 56,259 65,405 37,461 73,417 32,070 11,690 127,855 97,621 501,778 BUSINESS TELEPHONY ------------------ BUSINESS TELEPHONY CUSTOMERS 3,591 3,347 1,041 2,345 639 333 4,155 1,914 17,365 BUSINESS TELEPHONY LINES 16,135 10,491 1,941 6,351 1,995 759 9,088 5,112 51,872 AVERAGE NUMBER OF LINES PER CUSTOMER 4.5 3.1 1.9 2.7 3.1 2.3 2.2 2.7 3.0 8
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TELEWEST COMMUNICATIONS PLC UK GAAP UNAUDITED PRO FORMA CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR SIX MONTH PERIOD ENDED 30 JUNE 1996 This supplemental information is included to demonstrate the comparative effect of including the former SBCC franchises in the results of the first six month period 1995 on a pro forma basis. -------------------------------------------------------------------------------- [Enlarge/Download Table] Three months Three months Six months Six months ended ended ended ended 30 June 30 June 30 June 30 June 1996 1995 1996 1995 (pound)000 (pound)000 (pound)000 (pound)000 PRO FORMA PRO FORMA TURNOVER Cable television 28,799 19,691 56,872 38,314 Telephony - residential 29,349 17,931 57,324 34,486 Telephony - business 8,054 4,387 15,232 8,737 Other 2,118 1,351 4,052 2,185 -------------------- -------------------- -------------------- -------------------- 68,320 43,360 133,480 83,722 OPERATING COSTS Programming expenses (15,466) (9,718) (30,760) (18,859) Telephony expenses (13,084) (7,032) (25,317) (15,040) Selling, general and administrative expenses (43,109) (35,769) (84,471) (65,619) -------------------- -------------------- -------------------- -------------------- LOSS BEFORE INTEREST, TAX, DEPRECIATION, AND AMORTIZATION ("EBITDA") (3,339) (9,159) (7,068) (15,796) -------------------- -------------------- -------------------- -------------------- Depreciation and amortisation (28,609) (18,750) (54,673) (37,435) ==================== ==================== ==================== ==================== OPERATING LOSS (31,948) (27,909) (61,741) (53,231) ==================== ==================== ==================== ==================== 9
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[Enlarge/Download Table] TELEWEST COMMUNICATIONS PLC UK GAAP UNAUDITED CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR SIX MONTH PERIOD ENDED 30 JUNE 1996 -------------------------------------------------------------------------------- Three months Three months SIX MONTHS SIX MONTHS ended ended ENDED ENDED Note 30 June 30 June 30 JUNE 30 JUNE 1996 1995 1996 1995 (pound)000 (pound)000 (POUND)000 (POUND)000 TURNOVER Continuing operations 4 68,320 28,969 133,480 55,400 OPERATING COSTS 5 (100,268) (48,156) (195,221) (91,953) -------------------- --------------------- ------------------- ------------------- OPERATING LOSS Continuing operations (31,948) (19,187) (61,741) (36,553) Share of results of associated undertakings (3,934) (3,217) (7,491) (5,638) Other interest receivable and similar income 4,785 3,098 11,640 6,101 Interest payable and similar charges 6 (33,043) (1,479) (59,917) (2,453) -------------------- --------------------- ------------------- ------------------- LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION (64,140) (20,785) (117,509) (38,543) Tax on loss on ordinary activities (70) (2) (89) (9) -------------------- --------------------- ------------------- ------------------- LOSS ON ORDINARY ACTIVITIES AFTER TAXATION (64,210) (20,787) (117,598) (38,552) Minority interests (37) (50) (54) (14) -------------------- --------------------- ------------------- ------------------- LOSS FOR THE FINANCIAL PERIOD (64,247) (20,837) (117,652) (38,566) ==================== ===================== =================== =================== Loss per ordinary share (pence) (6.9) (2.5) (12.7) (4.5) ==================== ===================== ================== ================== Loss per equity share (pence) (4.5) (2.1) (8.3) (3.9) ==================== ===================== ================== ================== <FN> The Group had no recognised gains or losses other than those reflected in the profit and loss account </FN> The information set out in this document on pages 10 to 17 does not constitute full statutory accounts within the meaning of Section 240 of the Companies Act 1985. The figures for the year ended 31 December 1995 are an extract from the statutory accounts in respect of that period which have been delivered to the Registrar of Companies. The auditors have issued a report under Section 235 of the Companies Act 1985 in respect of such accounts which did not contain a statement under Section 237(2) or (3) of the said Act, and such accounts were reported on without qualification. 10
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[Enlarge/Download Table] TELEWEST COMMUNICATIONS PLC UK GAAP UNAUDITED CONSOLIDATED BALANCE SHEET AS AT 30 JUNE 1996 -------------------------------------------------------------------------------- 30 June 31 December 1996 1995 (pound)000 (pound)000 FIXED ASSETS Tangible assets 1,234,586 1,063,808 Investments 183,575 191,028 --------------------- ------------------------- 1,418,161 1,254,836 CURRENT ASSETS Stocks 67 40 Debtors 79,463 54,980 Cash at bank and in hand 224,382 464,818 --------------------- ------------------------- 303,912 519,838 CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR (165,460) (137,744) --------------------- ------------------------- NET CURRENT ASSETS 138,452 382,094 --------------------- ------------------------- TOTAL ASSETS LESS CURRENT LIABILITIES 1,556,613 1,636,930 CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR (842,151) (795,066) MINORITY INTERESTS (221) (167) --------------------- ------------------------- NET ASSETS 714,241 841,697 ===================== ========================= CAPITAL AND RESERVES Called up share capital 142,308 141,603 Share premium 8,436 - Merger reserve 537,150 556,095 Other reserves 270,237 270,237 Profit and loss account (243,890) (126,238) --------------------- ------------------------- TOTAL EQUITY SHAREHOLDERS' FUNDS 714,241 841,697 ===================== ========================= 11
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[Enlarge/Download Table] TELEWEST COMMUNICATIONS PLC UK GAAP Unaudited Consolidated Cash Flow Statement for the six month period ended 30 June 1996 Six months Six months ended ended Note June 30 June 30 1996 1995 (pound)000 (pound)000 NET CASH OUTFLOW FROM OPERATING ACTIVITIES 7 (5,628) (16,110) ----------------------- ---------------------- RETURNS ON INVESTMENTS AND SERVICING OF FINANCE Interest received 13,320 5,352 Interest paid (12,740) (1,511) Interest element of finance lease rentals (1,463) (784) ----------------------- ---------------------- NET CASH (OUTFLOW)/INFLOW FROM RETURNS ON INVESTMENTS AND SERVICING OF FINANCE (883) 3,057 ----------------------- ---------------------- INVESTING ACTIVITIES Purchase of tangible fixed assets (196,378) (126,487) Sale of tangible fixed assets 866 130 Purchase of subsidiary undertakings (14,098) - Investment in associated undertakings and other participating interests (5,000) (9,262) ----------------------- ---------------------- NET CASH OUTFLOW FROM INVESTING ACTIVITIES (214,610) (135,619) ----------------------- ---------------------- NET CASH OUTFLOW BEFORE FINANCING (221,121) (148,672) ----------------------- ---------------------- FINANCING Cash paid for senior credit facility costs (17,780) - Cash paid for debenture issue costs (549) - Payment of share issue costs - (6,141) Capital element of finance lease rental payments (860) (359) ----------------------- ---------------------- NET CASH OUTFLOW FROM FINANCING (19,189) (6,500) ----------------------- ---------------------- DECREASE IN CASH AND CASH EQUIVALENTS 8/9 (240,310) (155,172) ======================= ====================== 12
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[Enlarge/Download Table] TELEWEST COMMUNICATIONS PLC UK GAAP UNAUDITED RECONCILIATION OF MOVEMENTS IN EQUITY SHAREHOLDERS' FUNDS FOR THE SIX MONTH PERIOD ENDED 30 JUNE 1996 Six months Six months ended ended 30 June 30 June 1996 1995 (pound)000 (pound)000 OPENING EQUITY SHAREHOLDERS' FUNDS 841,697 743,716 Loss for the period (117,652) (38,566) Issue of shares 9,870 - Goodwill written off (19,674) - ---------------------- ---------------------- CLOSING EQUITY SHAREHOLDERS' FUNDS 714,241 705,150 ====================== ====================== 13
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TELEWEST COMMUNICATIONS PLC UK GAAP NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 1. BASIS OF PREPARATION Telewest Communications plc (the "Company") was incorporated on 20 October 1994 under the laws of England and Wales. On 2 October 1995, the Company acquired the whole of the issued share capital of Telewest Communications Cable Limited, then called TeleWest Communications plc, ("Old Telewest"), in exchange for the issue of fully paid up shares of the Company pursuant to a Court-approved scheme of arrangement (the "Scheme of Arrangement") made between Old Telewest, the Company, and the shareholders of Old Telewest. The Company thereby became the new holding company for the Group. On 3 October 1995, the Company acquired the entire issued share capital of SBC CableComms (UK) ("SBCC") by the issue of fully paid up shares of the Company ("the SBCC Share Exchange Agreement"). Prior to these transactions, the Company did not trade and hence did not incur any income or expenditure on its own account. Full details regarding the organisation and history of Old Telewest, the Scheme of Arrangement, and the SBCC Share Exchange Agreement can be found in the 1995 Annual Report. The Group financial statements consolidate the financial statements of the Company and its subsidiary undertakings, together with associated undertakings to the extent of the Group's interests in those undertakings. The principles of merger accounting have been adopted in respect of the effective acquisition of Old Telewest. The consolidated results are presented as if Old Telewest had been owned by the Company throughout the comparative accounting period. The acquisition method of accounting has been adopted in respect of all other acquisitions and therefore the consolidated profit and loss account reflects the results of the acquired subsidiary undertakings and the Group's share of the results of associated undertakings for the period. The consolidated financial statements, which are unaudited, have been prepared on the basis of the accounting policies set out in the Group's 1995 Annual Report. The balance sheet at 31 December 1995 is derived from the statutory accounts for 1995 which have been delivered to the Registrar of Companies. The auditors have reported on those accounts; their report was unqualified and did not contain a statement under section 237(2) or (3) of the Companies Act 1985. 2. ACCOUNTING POLICIES - FINANCIAL INSTRUMENTS The Group uses foreign currency options which permit, but do not require, the Group to exchange foreign currencies at a future date with another party at a contracted exchange rate (the "Forward Rate"). Such contracts are used to hedge against adverse changes in foreign currency exchange rates associated with obligations denominated in foreign currency. The premium paid to enter into these options is included on the balance sheet as a fixed asset investment and is amortised to the profit and loss account over the life of the option at a constant rate to the carrying value of the obligation it hedges. The difference between the contracted amount to be exchanged under the option translated at the Forward Rate and the contracted amount translated at the spot rate at the inception of the contract is also amortised to the profit and loss account over the life of the option at a constant rate to the carrying value of the obligation. The carrying value of the obligation is increased for the amortised portion of the difference. The Group also enters into combined foreign currency and interest rate swap contracts ("Foreign Currency Swaps") under which the Company exchanges principal amounts of foreign currencies with another party at an agreed exchange rate and, at maturity, re-exchanges the principal amounts at an exchange rate agreed at the outset of the transaction. Over the term of the Foreign Currency Swap, the Company and the swap counterparty also exchange payments equivalent to interest in different currencies in respect of the principal amounts exchanged. Such contracts are used to hedge against adverse changes in foreign currency exchange rates associated with certain obligations denominated in foreign currency. The principal element of Foreign Currency Swaps is translated at the spot rate at the reporting date with any gain or loss on translation recognised in the profit and loss account. Such gains and losses are offset against gains and losses arising on the translation of the obligations which have been hedged. 14
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TELEWEST COMMUNICATIONS PLC UK GAAP NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 2. ACCOUNTING POLICIES - FINANCIAL INSTRUMENTS (CONTINUED) The interest element of Foreign Currency Swaps is accounted for on an accruals basis with the net interest income or expense recognised in the profit and loss account as it is earned and payable. 3. DEPRECIATION The estimated useful lives of certain assets within system electronics and cable and ducting were re-assessed with effect from 1 January 1996 and have been changed from 10 years and 30 years to 8 years and 25 years, respectively. These assets will be written off over their revised estimated remaining lives. The change in asset lives does not have a material effect on the current period financial statements. 4. TURNOVER [Enlarge/Download Table] Three months Three months Six months Six months ended ended ended ended 30 June 30 June 30 June 30 June 1996 1995 1996 1995 (pound)000 (pound)000 (pound)000 (pound)000 Cable television 28,799 13,369 56,872 25,873 Telephony - residential 29,349 10,595 57,324 20,205 Telephony - business 8,054 3,654 15,232 7,137 Other 2,118 1,351 4,052 2,185 ------------------- ----------------- ------------------- ---------------- 68,320 28,969 133,480 55,400 =================== ================= =================== ================ 5. OPERATING COSTS [Enlarge/Download Table] Three months Three months Six months Six months ended ended ended ended 30 June 30 June 30 June 30 June 1996 1995 1996 1995 (pound)000 (pound)000 (pound)000 (pound)000 Programming expenses 15,466 6,158 30,760 11,975 Telephony expenses 13,084 4,248 25,317 9,515 Selling, general and administrative 43,109 25,945 84,471 46,200 Depreciation and amortisation 28,609 11,805 54,673 24,263 ------------------- ----------------- ------------------ ----------------- 100,268 48,156 195,221 91,953 =================== ================= ================== ================= 15
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TELEWEST COMMUNICATIONS PLC UK GAAP NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 6. INTEREST PAYABLE AND SIMILAR CHARGES [Enlarge/Download Table] Three months Three months Six months Six months ended ended ended ended 30 June 30 June 30 June 30 June 1996 1995 1996 1995 (pound)000 (pound)000 (POUND)000 (POUND)000 On bank loans and overdrafts and other loans wholly repayable within 5 years 309 1,039 1,259 1,669 Write off of loan arrangement fees relating to credit facility refinanced 4,067 - 4,067 - Finance costs of Senior Discount Debentures 14,847 - 29,089 - Finance costs of Senior Debentures 5,641 - 11,278 - Finance charges payable in respect of finance leases and hire purchase contracts 776 440 1,463 784 Exchange losses on foreign currency translation, net 7,403 - 12,761 - ---------------- ----------------- ----------------- ---------------- 33,043 1,479 59,917 2,453 ================ ================= ================= ================ The accounting treatment of the hedging instruments associated with the Senior Discount Debentures and the Senior Debentures is described in note 2 to the unaudited consolidated financial statements. 7. RECONCILIATION OF OPERATING LOSS TO NET CASH OUTFLOW FROM OPERATING ACTIVITIES [Download Table] Six months Six months ended ended 30 June 30 June 1996 1995 (pound)000 (pound)000 Operating loss (61,741) (36,553) Depreciation and amortisation 54,673 24,263 Increase in stocks (27) (14) Increase in debtors (10,405) (4,192) Increase in other creditors 11,872 386 ----------------- --------------- NET CASH OUTFLOW FROM OPERATING ACTIVITIES (5,628) (16,110) ================= =============== 16
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TELEWEST COMMUNICATIONS PLC UK GAAP NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 8. ANALYSIS OF CHANGES IN CASH AND CASH EQUIVALENTS FOR THE SIX MONTHS TO 30 JUNE 1996 Cash (pound)000 Balance at 1 January 1996 464,818 Net cash outflow before foreign exchange (240,310) Foreign exchange movement on cash (126) ----------------- BALANCE AT 30 JUNE 1996 224,382 ================= 9. ANALYSIS OF CHANGES IN CASH AND CASH EQUIVALENTS FOR THE SIX MONTHS TO 30 JUNE 1995 [Download Table] Cash Overdraft Net (pound)000 (pound)000 (pound)000 Balance at 1 January 1995 248,002 - 248,002 Net cash outflow (154,351) (821) (155,172) ----------------- ----------------- ----------------- BALANCE AT 30 JUNE 1995 93,651 (821) 92,830 ================= ================= ================= 10. COMMITMENTS AND CONTINGENCIES The Company is party to various legal proceedings in the ordinary course of business which it does not believe will result, in aggregate, in a material adverse effect on its financial condition. 11. BANK FINANCING A subsidiary of the Company is party to a senior secured credit facility which, subject to satisfaction of certain conditions, will be available for future drawdowns. The facility will be available to finance the capital expenditure, working capital, and other related requirements for the construction and operation of all the Company's owned and operated franchises, to pay cash interest on the Company's unsecured debentures, to fund the repayment of existing secured borrowings in respect of the London South, Avon and Scotland Franchise Areas, to fund loans to or investments in affiliated companies, to bid for or purchase, and subsequently construct, any licences or franchises which may become available and to refinance advances and the payment of interest, fees and expenses in respect of the Senior Secured Facilty. The facility is divided into two tranches: the first portion (Tranche A) will be available on a revolving basis for up to (pound)300 million, reducing to (pound)100 million by 30 June 1998 with full repayment by 31 December 1998; the second portion (Tranche B) will be available on a revolving basis concurrently with Tranche A for an amount up to 6.5 times the trailing, rolling six month annualised consolidated net operating cash flow, gradually reducing throughout the period of the facility to 4 times by 1 January 2000. Thereafter, the amount outstanding under the facility converts to a term loan amortising over 5 years. The aggregate drawing at any time under both tranches cannot exceed (pound)1.2 billion. Borrowings under the facility are secured by assets including the partnership interests and shares in subsidiaries of the Company and bear interest at 2.25% above LIBOR for Tranche A and between 0.5% and 1.875% above LIBOR for Tranche B. The facility contains covenants regarding financial and operating ratios and targets. 17
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[Enlarge/Download Table] TELEWEST COMMUNICATIONS PLC RECONCILIATION OF LOSS FOR THE FINANCIAL PERIOD UNDER UK GAAP TO NET LOSS UNDER US GAAP FOR THE SIX MONTH PERIOD ENDED 30 JUNE 1996 -------------------------------------------------------------------------------- Three months Three months Six months Six months ended ended ended ended 30 June 30 June 30 June 30 June 1996 1995 1996 1995 (pound)000 (pound)000 (pound)000 (pound)000 LOSS FOR THE FINANCIAL PERIOD UNDER UK GAAP (64,247) (20,837) (117,652) (38,566) Adjustments: Reversal of amortisation of interest rate swaps - 502 - 1,004 Amortisation of goodwill (6,569) (524) (13,014) (1,049) Foreign exchange loss on financial instruments (23,599) - (34,907) - Finance charges on Senior Discount Debentures (2,646) - (5,116) - Reduction in fair value of interest rate swaps - (2,688) - (5,249) Other (19) - (38) - ------------------- ------------------ ----------------- ------------------ Net loss under US GAAP (97,080) (23,547) (170,727) (43,860) =================== ================== ================= ================== 18
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[Enlarge/Download Table] TELEWEST COMMUNICATIONS PLC US GAAP UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (AMOUNTS IN THOUSANDS) -------------------------------------------------------------------------------- 3 months 3 months 3 months 6 months 6 months 6 months ended ended ended ended ended ended June 30 June 30 June 30 June 30 June 30 June 30 1996 1996 1995 1996 1996 1995 (note 1) (note 1) REVENUE Cable television $ 44,722 (pound) 28,799(pound)13,369 $ 88,317 (pound) 56,872 (pound) 25,873 Telephony - residential 45,576 29,349 10,595 89,018 57,324 20,205 Telephony - business 12,507 8,054 3,654 23,654 15,232 7,137 Other ((pound)814 and (pound)571 in 1996 and 1995 from related parties) 3,289 2,118 1,351 6,292 4,052 2,185 ---------------- -------------- ------------ -------------- ----------------- --------------- 106,094 68,320 28,969 207,281 133,480 55,400 ---------------- -------------- ------------ -------------- ----------------- --------------- OPERATING COSTS AND EXPENSES Programming (24,017) (15,466) (6,158) (47,767) (30,760) (11,975) Telephony (20,318) (13,084) (4,248) (39,315) (25,317) (9,515) Selling, general and administrative (including (pound)1,216 and(pound)1,349 in 1996 and 1995 from related parties) (66,973) (43,128) (25,945) (131,234) (84.509) (46,200) Depreciation (44,427) (28,609) (11,303) (84,902) (54,673) (23,259) Amortization of goodwill (10,201) (6,569) (524) (20,209) (13,014) (1,049) ---------------- -------------- ------------ -------------- ----------------- --------------- (165,936) (106,856) (48,178) (323,427) (208,273) (91,998) ---------------- -------------- ------------ -------------- ----------------- --------------- OPERATING LOSS (59,842) (38,536) (19,209) (116,146) (74,793) (36,598) OTHER INCOME/(EXPENSE) Interest income ((pound)846 and (pound)660 in 1996 and 1995 from related parties) 7,246 4,666 3,062 17,830 11,482 6,065 Interest expense and similar charges (43,925) (28,286) (1,474) (81,173) (52,272) (2,453) Unrealized loss on interest rate swaps - - (2,688) - - (5,249) Foreign exchange losses, net (48,143) (31,002) - (74,024) (47,668) - Share of net losses of affiliates (6,109) (3,934) (3,217) (11,633) (7,491) (5,638) Gain on disposal of assets 185 119 36 245 158 36 Minority interests in profits of consolidated subsidiaries, net (57) (37) (50) (84) (54) (14) Other, net - - (5) - - - ---------------- ------------- ------------- -------------- ---------------- --------------- LOSS BEFORE INCOME TAXES (150,645) (97,010) (23,545) (264,985) (170,638) (43,851) Income tax expense (109) (70) (2) (138) (89) (9) ---------------- ------------- ------------- -------------- ---------------- --------------- NET LOSS $ (150,754)(pound)(97,080)(pound)(23,547)$ (265,123) (pound)(170,727)(pound) (43,860) ================ ============= ============= ============== ================ =============== Loss per ordinary share (dollars/pound) (note 5) $ (0.16)(pound) (0.10) (pound)(0.03) $ (0.29) (pound) (0.18)(pound) (0.05) ================ ============= ============= ============== ================ =============== See accompanying notes to the unaudited condensed consolidated financial statements. 19
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[Enlarge/Download Table] TELEWEST COMMUNICATIONS PLC US GAAP UNAUDITED CONSOLIDATED BALANCE SHEETS (AMOUNTS IN THOUSANDS) -------------------------------------------------------------------------------- June 30 June 30 December 31 1996 1996 1995 (note 1) ASSETS Cash and cash equivalents $ 348,443 (pound) 224,382 (pound) 464,818 Trade receivables (net of allowance for doubtful accounts of(pound)5,427 and (pound)4,695) 42,719 27,509 23,123 Other receivables 45,986 29,613 25,657 Prepaid expenses 6,965 4,485 6,133 Investments in affiliates, accounted for under the equity method, and related receivables 116,586 75,076 80,703 Other investments, at cost 39,857 25,666 20,666 Property and equipment (less accumulated depreciation of (pound)235,935 and (pound)182,142) 1,917,189 1,234,586 1,063,808 Goodwill (less accumulated amortization of(pound)24,772 and(pound)11,758) 780,396 502,541 495,881 Other assets (less accumulated amortization of(pound)1,538 and(pound)742) 127,664 82,210 108,931 --------------- ---------------- ---------------- TOTAL ASSETS $ 3,425,805 (pound) 2,206,068 (pound) 2,289,720 =============== ================ ================ LIABILITIES AND SHAREHOLDERS' EQUITY Accounts payable $ 53,634 (pound) 34,538 (pound) 40,402 Other liabilities 216,932 139,695 103,824 Debt 1,281,209 825,043 792,265 Capital lease obligations 68,848 44,335 30,314 --------------- ---------------- ---------------- TOTAL LIABILITIES 1,620,623 1,043,611 966,805 --------------- ---------------- ---------------- Minority interests 343 221 167 --------------- ---------------- ---------------- Shareholders' equity Convertible preference shares, 10 pence par value; 661,000,000 shares authorized in 1996 and 1995; 77,035 49,607 49,607 496,066,708 shares issued and outstanding in 1996 and 1995 Ordinary shares, 10 pence par value; 2,010,000,000 shares authorized in 1996 and 1995; 927,010,883 and 919,963,400 shares issued and outstanding in 1996 and 1995 respectively 143,955 92,701 91,996 Additional paid-in capital 2,068,677 1,332,136 1,322,971 Accumulated deficit (482,088) (310,444) (139,717) --------------- ---------------- ---------------- 1,807,579 1,164,000 1,324,857 Ordinary shares held in trust for the Telewest Restricted Share Scheme (2,740) (1,764) (2,109) --------------- ---------------- ---------------- TOTAL SHAREHOLDERS' EQUITY 1,804,839 1,162,236 1,322,748 --------------- ---------------- ---------------- Commitment and contingencies (note 6) - - - TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 3,425,805 (pound) 2,206,068 (pound) 2,289,720 =============== ================ ================ See accompanying notes to the unaudited condensed consolidated financial statements. 20
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[Enlarge/Download Table] TELEWEST COMMUNICATIONS PLC US GAAP UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (AMOUNTS IN THOUSANDS) -------------------------------------------------------------------------------- 6 months 6 months 6 months ended ended ended June 30 June 30 June 30 1996 1996 1995 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (265,123) (pound) (170,727) (pound) (43,860) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 84,902 54,673 23,259 Amortization of goodwill 20,209 13,014 1,049 Amortization of deferred financing costs and issue discount on senior discount debentures 60,016 38,648 - Unrealized loss on foreign currency translation 74,024 47,668 - Unrealized loss on interest rate swap - - 5,249 Share of losses of affiliates 11,633 7,491 5,638 Gain on disposals of assets (245) (158) (36) Minority interests in profit 84 54 14 Changes in operating assets and liabilities, net of effect of acquisition of subsidiaries: Change in receivables (15,965) (10,281) (3,955) Change in prepaid expenses 2,519 1,622 (966) Change in accounts payable (11,369) (7,321) (6,113) Change in other liabilities 29,204 18,806 7,489 --------------- --------------- --------------- NET CASH USED IN OPERATING ACTIVITIES (10,111) (6,511) (12,232) --------------- --------------- --------------- CASH FLOWS FROM INVESTING ACTIVITIES Cash paid for property and equipment (304,954) (196,378) (126,487) Cash paid for acquisition of subsidiaries (21,893) (14,098) - Additions to other investments (7,765) (5,000) (9,262) Proceeds from disposals of assets 1,345 866 130 --------------- --------------- --------------- NET CASH USED IN INVESTING ACTIVITIES (333,267) (214,610) (135,619) --------------- --------------- --------------- CASH FLOWS FROM FINANCING ACTIVITIES Cash paid for credit facility arrangement costs (27,611) (17,780) - Cash paid for debenture issue costs (853) (549) - Cash paid for share issue costs - - (6,141) Capital element of finance lease repayments (1,335) (860) (359) --------------- --------------- --------------- NET CASH USED IN FINANCING ACTIVITIES (29,799) (19,189) (6,500) --------------- --------------- --------------- NET DECREASE IN CASH AND CASH EQUIVALENTS (373,177) (240,310) (154,351) Effect of exchange rate changes on cash and cash equivalents (196) (126) - CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 721,816 464,818 248,002 --------------- --------------- --------------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 348,443 (pound) 224,382 (pound) 93,651 =============== =============== =============== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for interest during the period $ 22,056 (pound) 14,203 (pound) 2,295 =============== =============== =============== See accompanying notes to the unaudited condensed consolidated financial statements. 21
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[Enlarge/Download Table] TELEWEST COMMUNICATIONS PLC US GAAP UNAUDITED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (AMOUNTS IN THOUSANDS) ---------------------------------------------------------------------------------------- Convertible Ordinary Shares held Additional Accumulated TOTAL preference shares in trust paid-in deficit shares capital Balance at December 31, 1995 (pound)49,607 (pound) 91,996 (pound)(2,109) (pound)1,322,971 (pound)(139,717) (pound)1,322,748 Issue of shares - 705 - 9,165 - 9,870 Accrued employee compensation relating to the Telewest Restricted Share Scheme - - 345 - - 345 Net loss for the period to June 30, 1996 - - - - (170,727) (170,727) ------------- -------------- -------------- -------------- ---------------- -------------- BALANCE AT JUNE 30, 1996 (pound)49,607 (pound) 92,701 (pound)(1,764) (pound)1,332,136 (pound)(310,444) (pound)1,162,236 ============= ============== ============== ============== ================ ============== See accompanying notes to the unaudited condensed consolidated financial statements 22
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TELEWEST COMMUNICATIONS PLC US GAAP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. BASIS OF PREPARATION Telewest Communications plc (the "Company") was incorporated on October 20, 1994 under the laws of England and Wales. On October 2, 1995, the Company acquired the whole of the issued share capital of Telewest Communications Cable Limited, then called TeleWest Communications plc, ("Old Telewest"), in exchange for the issue of fully paid up shares of the Company pursuant to a Court-approved scheme of arrangement (the "Scheme of Arrangement") made between Old Telewest, the Company, and the shareholders of Old Telewest. Details regarding the organization and history of Old Telewest and the Scheme of Arrangement can be found in the Company's Annual Report on Form 10-K for the year ended December 31, 1995 filed with the Securities and Exchange Commission (the "1995 Annual Report"). On October 3, 1995, immediately following the completion of the Scheme of the Arrangement, the Company acquired the entire issued share capital of SBC CableComms (UK) ("SBCC"), a company that holds cable television and telephony interests in the United Kingdom ("UK"), from its former shareholders in exchange for fully paid up shares of the Company. Details regarding the acquisition can be found in the 1995 Annual Report. The unaudited condensed consolidated financial statements of the Company and its majority owned subsidiaries (and, where appropriate, their predecessor companies, collectively, the "Telewest Group") have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations. As the currency in which the Company operates is UK pounds sterling and the economic environment in which the Company operates is the UK, the financial statements are stated in pounds sterling ((pound)). Merely for convenience, the financial statements contain translations of certain pounds sterling amounts into US dollars at $1.5529 per (pound)1.00, the Noon Buying Rate of the Federal Reserve Bank of New York on June 28, 1996. 2. RESPONSIBILITY FOR INTERIM FINANCIAL STATEMENTS The condensed consolidated financial statements as of and for the periods ended June 30, 1995 and 1996 are unaudited; however, in the opinion of the management, such statements include all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations for the interim periods presented. The results of operations for any interim period are not necessarily indicative of the results of the full year. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the 1995 Annual Report. 3. ACCOUNTING POLICIES - FINANCIAL INSTRUMENTS The Company uses foreign currency option contracts which permit, but do not require, the Company to exchange foreign currencies at a future date with another party at a contracted exchange rate. The Company also enters into combined foreign currency and interest rate swap contracts ("Foreign Currency Swaps") under which the Company exchanges principal amounts of foreign currencies with another party at an agreed exchange rate and, at maturity, re-exchanges the principal amounts at an exchange rate agreed at the outset of the transaction. Over the term of the Foreign Currency Swap, the Company and the swap counterparty also exchange payments equivalent to interest in different currencies in respect of the principal amounts exchanged. The Foreign Currency Options and Foreign Currency Swaps are used to hedge against adverse changes in foreign currency exchange rates associated with certain obligations denominated in foreign currency. 23
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TELEWEST COMMUNICATIONS PLC US GAAP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 3. ACCOUNTING POLICIES - FINANCIAL INSTRUMENTS (CONTINUED) The foreign currency option and the Foreign Currency Swaps are recorded on the balance sheet in 'other assets' or 'other liabilities' at their fair value at the end of each reporting period with changes in their fair value during the reporting period being reported as part of the foreign exchange gain or loss in the Statement of Operations. Such gains and losses are offset against foreign exchange gains and losses on the obligations denominated in foreign currencies which have been hedged. 4. DEPRECIATION The estimated useful lives of certain assets within system electronics and cable and ducting were reassessed with effect from January 1, 1996 and have been changed from 10 years and 30 years to 8 years and 25 years, respectively. These assets will be written off over their revised estimated remaining lives. The change in asset lives does not have a material effect on the current period financial statements. 5. LOSS PER ORDINARY SHARE Loss per ordinary share is based on the weighted average number of ordinary shares outstanding for the period of 923,487,142 shares. 6. COMMITMENTS AND CONTINGENCIES The Company is party to various legal proceedings in the ordinary course of business which it does not believe will result, in aggregate, in a material adverse effect on its balance sheet position and its results. 7. BANK FINANCING A subsidiary of the Company is party to a senior secured credit facility which, subject to satisfaction of certain conditions, will be available for future drawdowns. The facility will be available to finance the capital expenditure, working capital, and other related requirements for the construction and operation of all the Company's owned and operated franchises, to pay cash interest on the Company's unsecured debentures, to fund the repayment of existing secured borrowings in respect of the London South, Avon and Scotland Franchise areas, to fund loans to or investments in affiliated companies, to bid for or purchase, and subsequently construct, any licences or franchises which may become available and to refinance advances and the payment of interest, fees and expenses in respect of the Senior Secured Facilty The facility is divided into two tranches: the first portion (Tranche A) will be available on a revolving basis for up to (pound)300 million, reducing to (pound)100 million by June 30, 1998 with full repayment by December 31, 1998; the second portion (Tranche B) will be available on a revolving basis concurrently with Tranche A for an amount up to 6.5 times the trailing, rolling six month annualized consolidated net operating cash flow, gradually reducing throughout the period of the facility to 4 times by January 1, 2000. Thereafter, the amount outstanding under the facility converts to a term loan amortizing over 5 years. The aggregate drawing at any time under both tranches cannot exceed (pound)1.2 billion. Borrowings under the facility are secured by assets including the partnership interests and shares in subsidiaries of the Company and bear interest at 2.25% above LIBOR for Tranche A and between 0.5% and 1.875% above LIBOR for Tranche B. The facility contains covenants regarding financial and operating ratios and targets. 24

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