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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED JUNE 30, 2001
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NO. 000-25365
------------------------
UNITED PAN-EUROPE COMMUNICATIONS N.V.
(Exact name of Registrant as specified in its charter)
THE NETHERLANDS 98-0191997
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
BOEING AVENUE 53, 1119 PE
SCHIPHOL RIJK, THE NETHERLANDS (Zip code)
(Address of principal executive
offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (31) 20-778-9840
------------------------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/ No / /
The number of shares outstanding of the Registrant's common stock as of
August 14, 2001 was:
443,417,525 ordinary shares A, including
shares represented by American Depository Receipts
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UNITED PAN-EUROPE COMMUNICATIONS N.V.
TABLE OF CONTENTS
PAGE
NUMBER
--------
PART I--FINANCIAL INFORMATION
ITEM 1--FINANCIAL STATEMENTS
Consolidated Balance Sheets of June 30, 2001 (Unaudited)
and December 31, 2000................................... 1
Consolidated Statements of Operations for the Three and
Six Months Ended June 30, 2001 and 2000 (Unaudited)..... 2
Consolidated Statement of Shareholders' Equity for the Six
Months Ended June 30, 2001 (Unaudited).................. 3
Consolidated Statements of Cash Flows for the Six Months
Ended June 30, 2001 and 2000 (Unaudited)................ 4
Notes to Consolidated Financial Statements (Unaudited).... 6
ITEM 2--MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF
OPERATIONS........................................... 25
ITEM 3--QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET
RISK...................................................... 42
PART II--OTHER INFORMATION
ITEM 4--SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS................................................... 47
ITEM 5--OTHER INFORMATION................................... 48
ITEM 6--EXHIBITS AND REPORTS ON FORM 8-K.................... 53
UNITED PAN-EUROPE COMMUNICATIONS N.V.
CONSOLIDATED BALANCE SHEETS
(STATED IN THOUSANDS OF EUROS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)
AS OF AS OF
JUNE 30, DECEMBER 31,
2001 2000
---------- ------------
ASSETS:
Current assets
Cash and cash equivalents................................. 1,092,442 1,590,230
Restricted cash........................................... 4,130 421
Subscriber receivables, net of allowance for doubtful
accounts of 65,798 and 57,108, respectively............. 130,579 151,977
Costs to be reimbursed by affiliated companies............ 20,488 12,459
Other receivables, including related party receivables of
4,970 and 5,140, respectively........................... 130,764 155,212
Inventory................................................. 144,005 127,813
Prepaid expenses and other current assets................. 127,034 82,475
---------- ----------
Total current assets.................................... 1,649,442 2,120,587
Other investments........................................... 75,113 105,063
Investments in and advances to affiliated companies......... 694,697 685,288
Property, plant and equipment, net.......................... 3,689,484 3,581,539
Goodwill and other intangible assets, net................... 4,910,190 5,119,892
Deferred financing costs, net............................... 150,907 178,113
Derivative assets........................................... 453,844 -
Other assets................................................ 22,554 11,889
---------- ----------
Total assets............................................ 11,646,231 11,802,371
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities
Accounts payable, including related party payables of
1,710 and 762, respectively............................. 341,348 579,060
Accrued liabilities....................................... 598,619 583,351
Subscriber prepayments and deposits....................... 163,286 100,696
Short-term debt........................................... 48,610 51,860
Current portion of long-term debt......................... 21,668 17,832
---------- ----------
Total current liabilities............................... 1,173,531 1,332,799
Long-term debt.............................................. 9,412,342 8,078,269
Other long-term liabilities................................. 135,485 46,801
---------- ----------
Total liabilities....................................... 10,721,358 9,457,869
========== ==========
Commitments and contingencies (see Note 9)
Minority interests in subsidiaries.......................... 760,341 831,132
Shareholders' equity (As adjusted for stock split, see Note
10)
Priority stock, 1.0 par value, 300 shares authorized, 300
and 300 shares issued, respectively..................... - -
Series 1 convertible preference stock, class A common
stock, 1.0 par value, 12,400 shares, authorized, 12,400
and 12,400 shares issued and outstanding, respectively.. 1,444,646 1,392,251
Ordinary stock, 1.0 par value, 1,000,000,000 shares
authorized, 441,246,729 and 441,246,729 shares issued
and outstanding, respectively........................... 441,247 441,247
Additional paid-in capital................................ 2,786,460 2,800,234
Deferred compensation..................................... (75,466) (87,945)
Accumulated deficit....................................... (4,589,382) (3,110,627)
Other cumulative comprehensive income..................... 157,027 78,210
---------- ----------
Total shareholders' equity.............................. 164,532 1,513,370
---------- ----------
Total liabilities and shareholders' equity.............. 11,646,231 11,802,371
========== ==========
The accompanying notes are an integral part of these consolidated financial
statements.
1
UNITED PAN-EUROPE COMMUNICATIONS N.V.
CONSOLIDATED STATEMENT OF OPERATIONS
(STATED IN THOUSANDS OF EUROS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
------------------------- -------------------------
2001 2000 2001 2000
----------- ----------- ----------- -----------
Service and other revenue................. 357,493 237,989 690,941 437,589
Operating expense......................... (248,530) (151,138) (503,865) (293,020)
Selling, general and administrative
expense................................. (154,016) (85,412) (293,999) (252,573)
Depreciation and amortization............. (260,363) (159,162) (505,542) (289,865)
Impairment charges........................ (300,000) - (300,000) -
----------- ----------- ----------- -----------
Net operating loss.................... (605,416) (157,723) (912,465) (397,869)
Interest income........................... 11,856 8,756 27,611 22,129
Interest expense.......................... (247,102) (167,289) (465,321) (307,682)
Foreign exchange gain (loss) and other
income (expense), net................... (63,683) (43,999) (118,788) (123,952)
----------- ----------- ----------- -----------
Net loss before income taxes and other
items............................... (904,345) (360,255) (1,468,963) (807,374)
Share in results of affiliated
companies............................... (15,954) (9,843) (62,050) (31,058)
Minority interests in subsidiaries........ 57,827 1,506 76,668 2,490
Income tax benefit (expense).............. (327) 435 (237) 414
----------- ----------- ----------- -----------
Net loss before cumulative effect of
change in accounting principle.......... (862,799) (368,157) (1,454,582) (835,528)
Cumulative effect of change in accounting
principle............................... - - 35,349 -
----------- ----------- ----------- -----------
Net loss.............................. (862,799) (368,157) (1,419,233) (835,528)
=========== =========== =========== ===========
Basic net loss attributable to common
shareholders (See Note 13).............. (892,560) (368,157) (1,478,755) (835,528)
=========== =========== =========== ===========
Basic and diluted net loss per ordinary
share before cumulative effect of change
in accounting principle(1).............. (1.96) (0.84) (3.30) (1.92)
=========== =========== =========== ===========
Basic and diluted net loss per ordinary
share(1)................................ (2.02) (0.84) (3.35) (1.92)
=========== =========== =========== ===========
Weighted-average number of ordinary shares
outstanding(1).......................... 441,246,729 436,496,338 441,246,729 436,053,889
=========== =========== =========== ===========
------------------------
(1) As adjusted for stock splits. See Note 11.
The accompanying notes are an integral part of these consolidated financial
statements.
2
UNITED PAN-EUROPE COMMUNICATIONS N.V.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(STATED IN THOUSANDS OF EUROS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)
SERIES 1 CONVERTIBLE
CLASS A PREFERENCE
PRIORITY STOCK STOCK ORDINARY STOCK ADDITIONAL
-------------------- ---------------------- ---------------------- PAID-IN DEFERRED
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT CAPITAL COMPENSATION
-------- --------- --------- ---------- ----------- -------- ---------- ------------
Balance, December 31, 2000..... 300 - 12,400 1,392,251 441,246,729 441,247 2,800,234 (87,945)
Deferred compensation expense
related to stock options,
net.......................... - - - - - - (13,774) 13,774
Amortization of deferred
compensation................. - - - - - - - (1,295)
Capital tax preference stock... - - - (7,127) - - - -
Accrual of Dividend on Series 1
Convertible Preferred
Stock........................ - - - 56,770 - - - -
Accretion of Discount of Series
1 Convertible Preferred
Stock........................ - - - 2,752 - - - -
Unrealized gain on
investments.................. - - - - - - - -
Change in fair value of
derivative assets............ - - - - - - - -
Change in cumulative
translation adjustments...... - - - - - - - -
Net loss....................... - - - - - - - -
Total comprehensive loss....... - - - - - - - -
--- --------- ------ --------- ----------- ------- --------- -------
Balance, June 30, 2001......... 300 - 12,400 1,444,646 441,246,729 441,247 2,786,460 (75,466)
=== ========= ====== ========= =========== ======= ========= =======
OTHER
CUMULATIVE
COMPREHENSIVE
ACCUMULATED INCOME
DEFICIT (LOSS)(1) TOTAL
----------- ------------- ----------
Balance, December 31, 2000..... (3,110,627) 78,210 1,513,370
Deferred compensation expense
related to stock options,
net.......................... - - -
Amortization of deferred
compensation................. - - (1,295)
Capital tax preference stock... - - (7,127)
Accrual of Dividend on Series 1
Convertible Preferred
Stock........................ (56,770) - -
Accretion of Discount of Series
1 Convertible Preferred
Stock........................ (2,752) - -
Unrealized gain on
investments.................. - 11,791 11,791
Change in fair value of
derivative assets............ - (6,128) (6,128)
Change in cumulative
translation adjustments...... - 73,154 73,154
Net loss....................... (1,419,233) - (1,419,233)
----------
Total comprehensive loss....... - - (1,340,416)
---------- ------- ----------
Balance, June 30, 2001......... (4,589,382) 157,027 164,532
========== ======= ==========
------------------------------
(1) As of December 31, 2000, Other Cumulative Comprehensive Income (Loss)
represents foreign currency translation adjustments of 59,789 and unrealized
gain on investments of 18,421. As of June 30, 2001, Other Cumulative
Comprehensive Income (Loss) represents foreign currency translation
adjustments of 132,943, unrealized gain on investments of 30,212 and fair
value of derivative assets of (6,128).
The accompanying notes are an integral part of these consolidated financial
statements.
3
UNITED PAN-EUROPE COMMUNICATIONS N.V.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(STATED IN THOUSANDS OF EUROS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)
FOR THE SIX MONTHS
ENDED JUNE 30,
-----------------------
2001 2000
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.................................................... (1,419,233) (835,528)
Adjustments to reconcile net loss to net cash flows from
operating activities:
Depreciation and amortization............................. 505,542 289,865
Amortization of deferred financing costs.................. 25,577 8,175
Impairment charges........................................ 300,000 -
Accretion of interest expense............................. 136,250 110,199
Share in results of affiliated companies.................. 62,050 31,058
Compensation income related to stock options.............. (8,254) (27,421)
Minority interests in subsidiaries........................ (76,668) (2,490)
Exchange rate differences in loans........................ 151,404 110,889
Cumulative effect of change in accounting principle....... (35,349) -
Gain on derivative assets................................. (42,347) -
Other..................................................... (8,082) (9,322)
Changes in assets and liabilities:
Increase in receivables................................. (6,700) (87,463)
Increase in inventories................................. (16,136) (21,881)
Decrease (increase) in other non-current assets......... 25 (41,693)
Increase (decrease) in other current liabilities........ (160,117) 238,150
Increase in deferred taxes and other long-term
liabilities............................................ 6,189 3,972
---------- ----------
Net cash flows from operating actvities..................... (585,849) (233,490)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Restricted cash deposited, net.............................. (3,709) -
Investment in securities, net............................... - (44,538)
Investments in and advances to affiliated companies, net of
repayments................................................ (23,927) (310,954)
Capital expenditures........................................ (386,200) (551,740)
Acquisitions, net of cash acquired.......................... (22,892) (1,356,930)
---------- ----------
Net cash flows from investing activities.................... (436,728) (2,264,162)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from senior notes.................................. - 1,594,161
Proceeds from short-term borrowings......................... 3,645 572,162
Proceeds from long-term borrowings.......................... 1,300,000 358,133
Deferred financing costs.................................... - (58,378)
Repayments of long-term and short-term borrowings........... (780,030) (431,593)
---------- ----------
Net cash flows from financing activities.................... 523,615 2,034,485
---------- ----------
EFFECT OF EXCHANGE RATES ON CASH............................ 1,174 (67)
---------- ----------
NET DECREASE IN CASH AND CASH EQUIVALENTS................... (497,788) (463,234)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD............ 1,590,230 1,025,460
---------- ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD.................. 1,092,442 562,226
========== ==========
The accompanying notes are an integral part of these consolidated financial
statements.
4
UNITED PAN-EUROPE COMMUNICATIONS N.V.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(STATED IN THOUSANDS OF EUROS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)
FOR THE SIX MONTHS
ENDED JUNE 30,
-------------------
2001 2000
-------- --------
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Unrealized (gain) loss on investments..................... (5,663) 53,664
======== ========
Issuance of warrants...................................... - 121,010
======== ========
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Cash paid for interest.................................... (238,291) (113,781)
======== ========
Cash received for interest................................ 25,342 23,879
======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
5
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND NATURE OF OPERATIONS
United Pan-Europe Communications N.V., formerly known as United and Philips
Communications B.V. ("UPC" or the "Company"), was formed for the purpose of
acquiring and developing multi-channel television and telecommunications systems
in Europe. In 1995, UnitedGlobalCom, Inc. (formerly known as United
International Holdings, Inc. ("United")), a United States of America
corporation, and Philips Electronics N.V. ("Philips"), contributed their
respective ownership interests in European and Israeli multi-channel television
systems to UPC. In December 1997, United acquired Philips' 50% interest in UPC
(the "UPC Acquisition"), thereby making it an effectively wholly-owned
subsidiary of United (subject to certain employee equity incentive compensation
arrangements). Subsequently in February 1999, UPC had its initial public
offering. As of June 30, 2001, United owns 53.3% of UPC. Through its broadband
communications networks or services in 17 countries in Europe and in Israel, UPC
currently offers communication services in many European countries through its
three primary divisions, UPC Distribution, UPC Media and PRIORITY TELECOM. UPC
Distribution, which comprises the local operating systems, provides video,
telephony and internet services for residential customers. UPC Media comprises
the internet access and converging internet content and programming businesses.
PRIORITY TELECOM focuses on providing network solutions to the business
customer.
The following chart presents a summary of the Company's significant
investments as of June 30, 2001.
UPC'S
OWNERSHIP
---------
DISTRIBUTION:
AUSTRIA:
Telekabel Group........................................... 95.0%
BELGIUM:
UPC Belgium............................................... 100.0%
CZECH REPUBLIC:
KabelNet.................................................. 100.0%
Kabel Plus................................................ 99.9%
FRANCE:
Mediareseaux S.A.......................................... 92.0%(1)
GERMANY:
EWT/TSS Group............................................. 51.0%
PrimaCom AG ("Primacom").................................. 25.0%
HUNGARY:
UPC Magyarorszag.......................................... 100.0%
Monor Communications Group, Inc. ("Monor")................ 98.9%
THE NETHERLANDS:
UPC Nederland............................................. 100.0%
Alkmaar................................................... 100.0%
NORWAY:
UPC Norge AS ("UPC Norge")................................ 100.0%
SWEDEN:
UPC Sweden................................................ 100.0%
6
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. ORGANIZATION AND NATURE OF OPERATIONS (CONTINUED)
UPC'S
OWNERSHIP
---------
SLOVAK REPUBLIC:
Trnavatel................................................. 95.0%
Kabeltel.................................................. 100.0%
UPC Slovensko s.r.o....................................... 100.0%
ROMANIA:
Eurosat................................................... 51.0%
AST Romania............................................... 70.0%
POLAND:
UPC Polska, Inc ("UPC Polska")............................ 100.0%
MEDIA:
PAN-EUROPEAN
chello broadband N.V. ("chello").......................... 100.0%(3)
IRELAND:
Tara Televison Limited.................................... 80.0%
U.K./CENTRAL EUROPE:
UPC Broadcast Centre Ltd. ("UPC Broadcast Centre")........ 100.0%
SPAIN:
Iberian Programming Services ("IPS")...................... 50.0%
UNITED KINGDOM:
Xtra Music Ltd............................................ 50.0%
THE NETHERLANDS:
UPC Programming B.V. ("UPCtv")............................ 100.0%
CZECH/SLOVAK/HUNGARY:
UPC Direct Programming B.V................................ 100.0%
POLAND:
Wizja TV B.V.............................................. 100.0%
OTHER:
SBS Broadcasting SA ("SBS")............................... 23.5%
PRIORITY TELECOM:
Priority Telecom N.V. ("Priority Telecom")................ 83.4%(2)
INVESTMENTS:
ISRAEL:
Tevel Israel International Communications Ltd.
("Tevel")............................................... 46.6%
MALTA:
Melita Cable TV P.L.C. ("Melita")......................... 50.0%
------------------------
(1) UPC owns 92.0% of Mediareseaux S.A. through its 100.0% owned subsidiary UPC
France.
7
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. ORGANIZATION AND NATURE OF OPERATIONS (CONTINUED)
(2) UPC owns approximately 87.4%, including the issued shares owned by the
Priority Telecom Foundation, which is approximately 83.4% on a fully diluted
basis.
(3) CHELLO is in the process of issuing to United approximately 5,674,586
ordinary shares B in consideration for the transfer of rights from United to
CHELLO necessary to eliminate United's territorial restrictions on CHELLO's
business. Subsequent to the issuance of the ordinary shares B to United, UPC
will own approximately 86.7% of CHELLO, including the issued shares owned by
the CHELLO Foundation, which is approximately 76.9% on a fully diluted
basis.
8
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
RISKS AND UNCERTAINTIES
The Company has incurred substantial operating losses and negative cash
flows from operations which have been driven by continuing development efforts,
including the introduction of new services such as digital video, telephony and
internet. Additionally, substantial capital expenditures have been required to
deploy these services and to acquire businesses. Management expects the Company
to incur operating losses at least through 2003, primarily as a result of the
continued introduction of these new services which are in the early stages of
deployment, as well as continued depreciation and amortization expense. In order
for the Company to achieve consolidated operating profitability and positive
operating cash flows, the Company's business plan calls for substantial growth
in the number of subscribers that will use these new services. This growth
requires the availability of capital resources that are sufficient to fund
expected capital expenditures.Management believes that the Company can achieve
the anticipated growth in subscribers and that the required capital resources
will be available to fund expected capital expenditures and operating losses.
However, if such subscriber growth is not achieved, management believes access
to sources of capital will be sufficient to satisfy future cash needs.
Management's estimates of the cash flows generated by these new services and the
capital resources needed and available to complete their deployment could
change, and such change could differ materially from the estimates used to
evaluate the Company's ability to realize its investments.
BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in the
United States and with the instructions to Form 10-Q and Article 10 of
Regulation S-X for interim financial information. Accordingly, these statements
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation have been included. All significant
intercompany accounts and transactions have been eliminated in consolidation.
Operating results for the three and six months ended June 30, 2001 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2001. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's Annual Report on
Form 10-K for the year ended December 31, 2000. Certain prior period amounts
have been reclassified to conform with current period presentation.
PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts of
UPC and all subsidiaries where it exercises a controlling interest through the
ownership of a majority voting interest. All significant intercompany accounts
and transactions have been eliminated in consolidations.
INVESTMENT IN PUBLICLY TRADED SECURITIES ACCOUNTED FOR UNDER THE EQUITY METHOD
UPC evaluates its investments in publicly traded securities accounted for
under the equity method for impairment in accordance with Accounting Principles
Board Opinion No. 18, "The Equity Method of Accounting for Investments in Common
Stock" ("APB 18") and Staff Accounting Bulletin No. 59, "Accounting for
Noncurrent Marketable Equity Securities" ("SAB 59"). Under APB 18, a loss in
value of an investment accounted for under the equity method which is other than
a temporary decline
9
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
should be recognized as a realized loss, establishing a new carrying value for
the investment. UPC has made strategic equity investments in certain publicly
traded securities which are accounted for under the equity method, including its
investments in SBS and PrimaCom, whose market values are currently below the
carrying value of the investments. A current fair value of an investment that is
less than its carrying amount may indicate a loss in value of the investment.
However, a decline in the quoted market price below the carrying amount or the
existence of operating losses is not necessarily indicative of a loss in value
that is other than temporary. UPC evaluates its investments in SBS and PrimaCom
in accordance with Statements of Financial Standards No. 121 ("SFAS 121"), which
provides guidance as to when long-lived assets may be impaired.
ACCOUNTING CHANGE
Effective January 1, 2001, the Company adopted Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative and Hedging Activities"
("SFAS 133"), which establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts and for hedging activities. All derivatives, whether designated
in hedging relationships or not, are required to be recorded on the balance
sheet at fair value. The adoption of SFAS 133 on January 1, 2001, resulted in a
cumulative increase to income of 35.3 million and a cumulative increase to Other
Comprehensive Income ("OCI") of 36.7 million. The increase to income was
attributable to a loss of approximately Euro 36.7 million reclassified from OCI
for the value of certain warrants held by the Company which are derivatives and
are not designated as a hedging instrument, and income of approximately
72.0 million related to gains associated with cross currency swaps held by the
Company which do not qualify as hedging instruments as defined by SFAS 133.
NEW ACCOUNTING PRINCIPLES
In June 2001, the Financial Accounting Standards Board authorized the
issuance of Statement of Financial Accounting Standards No. 141, "Business
Combinations" ("SFAS 141") and Statement of Financial Accounting Standards
No. 142,"Goodwill and Other Intangible Assets" ("SFAS 142"). SFAS 141 requires
the use of the purchase method of accounting for all business combinations
initiated after June 30, 2001. SFAS 141 requires intangible assets acquired in a
business combination to be recognized if they arise from contractual or legal
rights or are "separable", i.e., it is feasible that they may be sold,
transferred, licensed, rented, exchanged or pledged.
Under SFAS 142, goodwill and intangible assets with indefinite lives will
not be amortized, but will be tested for impairment on an annual basis and
whenever indicators of impairment arise. The goodwill impairment test, which is
based on fair value, is to be performed on a reporting unit level. Goodwill will
no longer be allocated to other long-lived assets for impairment testing under
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of." Additionally, goodwill on equity method
investments will no longer be amortized; however, it will continue to be tested
for impairment in accordance with Accounting Principles Board Opinion No. 18,
"The Equity Method of Accounting for Investments in Common Stock." Under
SFAS 142, intangible assets with indefinite lives will be carried at the lower
of cost or market value. All other recognized intangible assets will continue to
be amortized over their estimated useful lives.
SFAS 142 is effective for fiscal years beginning after December 15, 2001,
although goodwill on business combinations consummated after July 1, 2001 will
not be amortized. On adoption UPC may
10
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
need to record a cumulative effect adjustment to reflect the impairment of
previously recognized intangible assets. In addition, goodwill on prior business
combinations will cease to be amortized. The Company has not determined the
impact that these statements will have on intangible assets or whether a
cumulative effect adjustment will be required upon adoption.
3. ACQUISITIONS
ENECO K&T GROUP
In March 2000, UPC acquired the Eneco K&T Group ("K&T"), the cable interests
of ENECO N.V., for a consideration of 1,046.3 million, including the repayment
to ENECO N.V. and the assumption of debt from K&T to ENECO N.V. of
225.6 million. The acquisition was accounted for under purchase accounting.
Effective March 31, 2000, UPC began consolidating its investment in K&T.
PRO FORMA INFORMATION
The following unaudited pro forma condensed consolidated operating results
for the six months ended June 30, 2000 gives effect to UPC's acquisition of K&T
as if this acquisition had occurred at the beginning of the period presented.
This unaudited pro forma condensed consolidated financial information does not
purport to represent what the Company's results of operations would actually
have been if such transactions had in fact occurred on such date.
FOR THE SIX MONTHS ENDED
JUNE 30, 2000
-------------------------
HISTORICAL PRO FORMA
----------- -----------
Service and other revenue................................... 437,589 454,833
=========== ===========
Net loss.................................................... (835,528) (884,516)
=========== ===========
Weighted-average number of ordinary shares outstanding...... 436,053,889 436,053,889
=========== ===========
Basic and diluted net loss per ordinary share............... (1.92) (2.03)
=========== ===========
ANNOUNCEMENT OF MERGER WITH PRIMACOM
On March 29, 2001, UPC announced an agreement with PrimaCom to merge its
German assets, including EWT/TSS and the TeleColumbus option, as well as its
Alkmaar subsidiary located in the Netherlands, with those of PrimaCom. UPC's
interest in EWT is held through its 51% owned subsidiary, UPC Germany. The
transaction is subject to approval of the PrimaCom shareholders, as well as
various regulatory and any other potential approvals, and is expected to close
by year-end 2001, although there can be no assurances. Under the transaction
structure, for accounting purposes PrimaCom will be deemed the "acquirer." Upon
closing of the transaction, UPC Germany will deconsolidate its investment in
EWT. UPC Germany's investment in the merged companies will be required to be
recorded at the fair value as of the date of the transaction, which will be
determined based on the market value of the PrimaCom shares at that date.
PrimaCom's shares are listed on the Nasdaq market and the Frankfurt Stock
Exchange. As of June 30, 2001, PrimaCom's shares were valued at approximately
9.30 per share. Assuming the same price at the closing of the transaction, this
11
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3. ACQUISITIONS (CONTINUED)
would result in UPC Germany recording a write-down upon closing of approximately
900.0 million on its investment in EWT. UPC's share of the write-down would be
approximately 51%.
4. IMPAIRMENT CHARGES
During the second quarter of 2001, UPC's management identified indicators of
possible impairment of long-lived assets, principally Indefeasible Rights of Use
("IRU's") and related goodwill, within its CLEC subsidiary, PRIORITY TELECOM.
Such indicators included declines in the market value of publicly traded
telecommunications providers and a change, subsequent to the acquisition of
Cignal, in the way that certain assets from the Cignal Global Communications
("Cignal") acquisition would be used within PRIORITY TELECOM.
Reduced levels of private equity funding activity for CLEC businesses and
plans by UPC to obtain financing for PRIORITY TELECOM in the second half of 2001
contributed to changes in UPC's strategic plans for how certain assets acquired
through the Cignal transaction would be used within PRIORITY TELECOM. The
changes in strategic plans included a decision to phase-out the legacy
international wholesale voice operations of Cignal. When UPC and PRIORITY
TELECOM reached agreement to acquire Cignal in the second quarter of 2000, the
companies originally intended to continue the international wholesale voice
operations of Cignal for the foreseeable future. This original plan for the
international wholesale voice operations was considered in the determination of
the consideration to be paid for Cignal and the subsequent allocation of the
purchase price. This allocation was completed by an independent third party in
November 2000. In the second quarter of 2001, using the strategic plan prepared
for contemplated financing, an impairment assessment test and measurement in
accordance with SFAS 121 was completed, resulting in the recording of a
write-down of tangible assets and related goodwill of 300.0 million.
5. INVESTMENTS IN AND ADVANCES TO AFFILIATED COMPANIES, ACCOUNTED FOR UNDER THE
EQUITY METHOD
AS OF JUNE 30, 2001
------------------------------------------------------------------
CUMULATIVE
INVESTMENTS IN SHARE IN
AND ADVANCES CUMULATIVE RESULTS OF CUMULATIVE
TO AFFILIATED DIVIDENDS AFFILIATED TRANSLATION
COMPANIES RECEIVED COMPANIES ADJUSTMENTS TOTAL
-------------- ---------- ----------- ----------- --------
Tevel............................... 106,752 (5,500) (62,133) 20,401 59,520
Melita.............................. 12,688 - (2,602) 990 11,076
Xtra Music.......................... 14,039 - (7,752) 849 7,136
IPS................................. 10,065 (2,742) 7,700 8,314 23,337
SBS................................. 261,999 - (56,743) 51,710 256,966
PrimaCom............................ 345,096 - (52,751) - 292,345
Other, net.......................... 54,640 (707) (10,768) 1,152 44,317
------- ------ -------- ------ -------
Total............................... 805,279 (8,949) (185,049) 83,416 694,697
======= ====== ======== ====== =======
12
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
6. OTHER INVESTMENTS
MARKETABLE EQUITY SECURITIES OF UNITED, AT FAIR VALUE
As a result of the UPC Acquisition, a subsidiary of UPC acquired 6,338,302
of United's Class A common shares, as adjusted for United's 2:1 stock split in
November 1999, valued at fair market value of 30.3 million as of December 11,
1997. In November 1998, UPC sold 769,062 shares. As of June 30, 2001, the fair
value of the remaining 5,569,240 shares was 56.8 million, resulting in a
cumulative unrealized gain of 30.2 million as of June 30, 2001.
7. PROPERTY, PLANT AND EQUIPMENT
AS OF AS OF
JUNE 30, DECEMBER 31,
2001 2000
--------- ------------
Cable distribution networks................................. 3,248,477 3,089,342
Subscriber premises equipment and converters................ 598,034 440,015
DTH, MMDS and distribution facilities....................... 250,628 218,568
IT systems, office equipment and fixtures................... 288,734 250,918
Buildings and leasehold improvements........................ 159,620 132,092
Other....................................................... 92,997 61,636
--------- ---------
4,638,490 4,192,571
Accumulated depreciation.................................. (949,006) (611,032)
--------- ---------
Property, plant and equipment, net........................ 3,689,484 3,581,539
========= =========
13
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
8. GOODWILL AND OTHER INTANGIBLE ASSETS
AS OF AS OF
JUNE 30, DECEMBER 31,
2001 2000
--------- ------------
UPC Nederland............................................... 1,375,924 1,713,365
UPC Polska.................................................. 1,154,336 1,024,469
UPC Germany................................................. 1,034,953 951,990
UPC Sweden.................................................. 403,102 418,828
Priority Telecom............................................ 464,265 363,215
UPC NV...................................................... 207,984 208,540
Telekabel Group............................................. 180,791 180,200
UPC France.................................................. 176,736 176,639
UPC Magyarorszag............................................ 154,317 141,264
UPC Czech Republic.......................................... 106,322 102,488
Priority Wireless Group..................................... 107,286 108,020
UPC Norge................................................... 80,024 72,427
Other....................................................... 127,718 96,838
--------- ---------
5,573,758 5,558,283
Accumulated amortization.................................. (663,568) (438,391)
--------- ---------
Goodwill and other intangible assets, net................. 4,910,190 5,119,892
========= =========
9. LONG-TERM DEBT
AS OF AS OF
JUNE 30, DECEMBER 31,
2001 2000
--------- ------------
July 1999 Notes............................................. 1,840,676 1,567,212
October 1999 Notes.......................................... 1,222,390 1,059,174
January 2000 Notes.......................................... 1,987,010 1,761,130
UPC Distribution Bank Facility.............................. 2,718,026 2,395,998
UPC Bridge Facility......................................... - 750,000
Exchangeable Loan........................................... 1,016,257 -
@Entertainment Notes........................................ 383,597 323,275
DIC loan.................................................... 53,424 55,359
Other....................................................... 212,630 183,953
--------- ---------
9,434,010 8,096,101
Less current portion...................................... (21,668) (17,832)
--------- ---------
Total..................................................... 9,412,342 8,078,269
========= =========
The increase in the July 1999 Notes, October 1999 Notes, January 2000 Notes,
as well as the UPC Distribution Bank Facility, is partly due to the adoption of
SFAS 133. Under SFAS 133, the fair value of the derivative assets as of
June 30, 2001, amounting to 453.8 million (including both the fair value of the
foreign currency part and the interest part of the swaps), has been recorded as
an asset on the balance sheet. Of this amount, 346.1 million has been added to
the carrying value of the related
14
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
9. LONG-TERM DEBT (CONTINUED)
long-term debt. The Company uses derivative instruments to manage exposures to
foreign currency and interest rate risks.
EXCHANGEABLE LOAN
In May 2001, UPC completed a placement with Liberty Media Corp. ("Liberty")
of USD 1,225.0 million 6% Guaranteed Discount Notes due 2007 ("the Exchangeable
Loan"), receiving proceeds of USD 856.8 million (Euro 1.0 billion). Liberty has
the right to exchange the notes, which were issued by a wholly-owned subsidiary
of UPC, into ordinary shares of UPC under certain circumstances at USD 6.85 per
share after May 29, 2002.
The Exchangeable Loan is expected to be transferred to United as part of a
transaction between Liberty and United, which is expected to close promptly
after approval by United shareholders during the fourth quarter of 2001.
The principal terms of the Exchangeable Loan following transfer of the
Exchangeable Loan to United are as follows:
- Convertible at any time into UPC ordinary shares at USD 6.85 per share.
- Callable in cash at any time in the first year at 100% plus accrued
interest. Not callable until May 29, 2004; thereafter, callable at
descending premiums in cash, ordinary shares or a combination (at UPC's
option) at any time prior to May 29, 2007.
- UPC has the right, at its option, to require exchange of the Exchangeable
Loan into UPC ordinary shares at Euro 8.00 per share on a Euro 1.00 for
Euro 1.00 basis for any equity raised by UPC at a price at or above Euro
8.00 per share during the first two years, Euro 10.00 per share during the
third year, Euro 12.00 per share during the fourth year, and Euro 15.00
per share during and after the fifth year.
- UPC has the right, at its option, to require exchange of the Exchangeable
Loan into UPC ordinary shares, if on or after November 15, 2002, its
ordinary shares trade at or above USD 10.28 for at least 20 out of 30
trading days, or if on or after May 29, 2004, UPC ordinary shares trade at
or above USD 8.91 for at least 20 out of 30 trading days.
UPC BRIDGE FACILITY
UPC repaid the 750 million borrowed on this facility in May 2001.
UPC DISTRIBUTION BANK FACILITY
In October 2000, UPC closed a 4.0 billion operating and term loan facility
("UPC Distribution Bank Facility"). The facility is guaranteed by existing cable
operating companies, excluding Polish and German operations. The UPC
Distribution Bank Facility bears interest at EURIBOR +0.75%-4.0% depending on
certain leverage ratios, and an annual commitment fee of 0.5% over the undrawn
amount is applicable. A first drawing was made in October 2000, to refinance
existing operating company bank debt totaling 2.0 billion. The purpose of the
UPC Distribution Bank Facility is to finance further digital rollout and triple
play by UPC's existing cable companies, excluding Polish and German operations.
Additional availability is linked to certain performance tests. Management
expects
15
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
9. LONG-TERM DEBT (CONTINUED)
the additional borrowing availability under this facility to increase throughout
2001. As customary for a financing of this nature, certain financial covenants
and restrictions on UPC's cable companies' ability to make dividends and/or
other payments to UPC, incur indebtedness, dispose of assets, merge and enter
into affiliate transactions. UPC was in compliance with these covenants at
June 30, 2001. Principal repayment will begin in 2004. The facility reaches
final maturity in 2009. At June 30, 2001, approximately 2.7 billion was
outstanding under this facility. The facility is structured in different
tranches, with one tranche denominated in dollars for the amount of USD
347.5 million. Concurrent with the closing, UPC entered into cross currency and
interest rate swaps, pursuant to which a USD 240.0 million obligation under the
UPC Distribution Bank Facility was effectively changed into a 286.0 million
obligation until November 29, 2002. In addition, UPC entered into an interest
rate swap in respect of 1,725 million to fix the EURIBOR portion of the interest
calculation at 4.65% ending August 30, 2002.
10. COMMITMENTS AND CONTINGENCIES
LEASES
UPC has entered into various short- and long-term agreements with third
parties, varying in term from 3 to 15 years, for IRU's on fiber optic cable as
well as for operational leases. Under these agreements UPC has commitments for
discounted future minimum lease payments, and for operation and maintenance
charges, which total approximately 27.2 million as of June 30, 2001.
A subsidiary of UPC leases DTH technical equipment, conduit and satellite
transponder capacity, as well as several offices and warehouses. At the end of
June 2001, these leases had an aggregate maximum commitment of approximately USD
202.6 million (239.1 million) over the next nine years.
UPC has entered into an agreement for the long-term lease of satellite
transponder capacity providing service from Europe to Europe, North America and
South America. The remaining term of the agreement is 137 months, with a minimum
aggregate total cost of approximately USD 103.6 million (122.3 million) payable
in monthly installments based on capacity used.
PROGRAMMING, BROADCAST AND EXHIBITION RIGHTS
A subsidiary of UPC has entered into long-term programming agreements and
agreements for the purchase of certain exhibition or broadcast rights with a
number of third-party content providers for its digital direct-to-home ("DTH")
and cable systems. At June 30, 2001, these agreements had an aggregate minimum
commitment of approximately USD 223.5 million (263.7 million) over the next nine
years.
PURCHASE OPTIONS
In November 2000, UPC's subsidiary, PRIORITY TELECOM, acquired through a
merger and exchange offer Cignal. In the stock-based transaction, PRIORITY
TELECOM acquired 100% of Cignal in exchange for a 16% interest in PRIORITY
TELECOM. Under the terms of the Shareholder's Agreement, UPC granted the Cignal
shareholders an option to put their interest in PRIORITY TELECOM back to UPC if
a public listing for PRIORITY TELECOM is not consummated by October 1, 2001. The
value to be paid by UPC upon exercise of the put is the greater of the fair
market value of the Cignal shareholder's interest in PRIORITY
16
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
10. COMMITMENTS AND CONTINGENCIES (CONTINUED)
TELECOM or USD 200.0 million. UPC has the option to pay for the put, if
exercised, in either its shares or cash.
In October 2000, UPC acquired, through its subsidiary, UPC Germany, 100% of
EWT for a purchase price of 238.4 million in cash and 49% of UPC Germany. Under
the UPC Germany Shareholders Agreement, the 49% shareholder has an option to put
his interest in UPC Germany to UPC in exchange for approximately 13.2 million of
UPC's ordinary shares A. The option expires March 31, 2003. UPC has the option
to pay for the put, if exercised, in either its 13.2 million shares or the
equivalent value of cash on such date. If the option is not exercised, upon its
expiration, the 49% shareholder has the right to demand that UPC contribute cash
and/or other assets (including stock) to UPC Germany equal to approximately
476.7 million, representing the remainder of UPC's contribution obligation to
UPC Germany.
LITIGATION AND CLAIMS
From time to time, the Company is subject to various claims and suits
arising out of the ordinary course of business. While the ultimate result of all
such matters is not presently determinable, based upon current knowledge and
facts, management does not expect that their resolution will have a material
adverse effect on the Company's consolidated financial position or results of
operations.
11. SHAREHOLDERS' EQUITY
At an extraordinary general meeting of shareholders in March 2000, the
shareholders approved the amendment of UPC's Articles of Association to
(i) split each ordinary share A, priority share, preference share A and
preferred share B (as of December 31, 1999, with a nominal value of Euro 2.00
each) into three shares with a nominal value of Euro 1.00 each, (ii) split each
ordinary share B (as of December 31, 1999, with a nominal value of Euro 0.02
each) into three shares with a nominal value of Euro 0.01 each and (iii) pay up
an amount of Euro 145.2 million on account of the share premium reserve of the
Company. All share and per share amounts in the accompanying consolidated
financial statements and notes thereto have been retroactively restated to
reflect the 3 for 1 share split.
12. SEGMENT AND GEOGRAPHIC INFORMATION
The Company's business has historically been derived from cable television.
Commencing in 1998, the Company began launching telephony and internet services
over parts of its upgraded network. The Company is managed internally as three
primary divisions, UPC Distribution, UPC Media and PRIORITY TELECOM. In
addition, Corporate, IT and Other is a separate reporting segment. UPC
Distribution focuses on providing cable television, DTH, internet and telephony
services to residential customers and is comprised of the local operating
systems. CHELLO BROADBAND serves as the internet access provider, and was
recently combined with the programming businesses led by UPCtv under one
management team as UPC Media. PRIORITY TELECOM is focused on providing services
to business customers. Corporate, IT and Other relates primarily to centralized
activities which support multiple platforms/services.
The Company evaluates performance and allocates resources based on the
results of these divisions. The key operating performance criteria used in this
evaluation include revenue growth and net operating loss before depreciation,
amortization, stock-based compensation expense and impairment charges ("Adjusted
EBITDA"). Industry analysts generally consider EBITDA to be a helpful way to
17
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
12. SEGMENT AND GEOGRAPHIC INFORMATION (CONTINUED)
measure the performance of cable television operations and communications
companies. Management believes Adjusted EBITDA helps investors to assess the
cash flow from operations from period to period and thus value the Company's
business. Adjusted EBITDA should not, however, be considered a replacement for
net income, cash flows or any other measure of performance or liquidity under
generally accepted accounting principles, or as an indicator of a company's
operating performance. The presentation of Adjusted EBITDA may not be comparable
to statistics with a similar name reported by other companies. Not all companies
and analysts calculate Adjusted EBITDA in the same manner. As the Company
increases its bundling of products, the allocation of indirect operating and
SG&A expenses between individual products will become increasingly difficult and
may not represent the actual Adjusted EBITDA for individual products.
A summary of the segment information by geographic area is as follows:
REVENUE FOR THE THREE MONTHS ENDED JUNE 30, 2001
----------------------------------------------------------------------------------------------
CORPORATE,
CABLE INTERNET/ IT & INTER-
TELEVISION TELEPHONY DATA DTH PROGRAMMING OTHER COMPANY TOTAL
---------- --------- --------- -------- ----------- ---------- -------- --------
Corporate.................. - - - - - 1,203 - 1,203
UPCtv...................... - - - - 3,290 - (1,130) 2,160
CHELLO BROADBAND........... - - 17,082 - - - (16,283) 799
PRIORITY TELECOM........... - 71,024 - - - - (18,355) 52,669
Distribution:
The Netherlands.......... 61,318 17,107 19,751 - - 8,505 (8,872) 97,809
Austria.................. 21,032 11,329 12,139 - - 1,105 (2,609) 42,996
Belgium.................. 3,838 - 2,317 - - - - 6,155
Czech Republic........... 7,967 210 303 2,431 928 554 (928) 11,465
Norway................... 12,380 1,852 2,200 - - 531 (775) 16,188
Hungary.................. 15,440 6,712 782 2,429 185 - (185) 25,363
France................... 16,016 6,256 2,035 - - 1,438 (953) 24,792
Poland................... 22,761 - 374 18,725 20,479 - (19,371) 42,968
Sweden................... 8,673 - 2,615 - - 666 (456) 11,498
Germany.................. 11,673 10 10 - - 360 - 12,053
Other.................... 8,684 - 134 543 (929) 5 938 9,375
------- ------- ------ ------ ------ ------ ------- -------
Total...................... 189,782 114,500 59,742 24,128 23,953 14,367 (68,979) 357,493
======= ======= ====== ====== ====== ====== ======= =======
18
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
12. SEGMENT AND GEOGRAPHIC INFORMATION (CONTINUED)
REVENUE FOR THE THREE MONTHS ENDED JUNE 30, 2000
----------------------------------------------------------------------------------------------
CORPORATE,
CABLE INTERNET/ IT & INTER-
TELEVISION TELEPHONY DATA DTH PROGRAMMING OTHER COMPANY TOTAL
---------- --------- --------- -------- ----------- ---------- -------- --------
Corporate.................. - - - - - - - -
UPCtv...................... - - - - 686 - - 686
CHELLO BROADBAND........... - - 7,231 - - - (7,166) 65
PRIORITY TELECOM........... - 3,492 - - - - - 3,492
Distribution:
The Netherlands.......... 57,045 24,734 8,926 - - 363 - 91,068
Austria.................. 20,527 7,827 6,444 - - - - 34,798
Belgium.................. 4,033 349 1,091 - - - - 5,473
Czech Republic........... 6,034 240 - - - 735 - 7,009
Norway................... 12,103 800 574 - - - - 13,477
Hungary.................. 11,501 5,325 70 - - 7 - 16,903
France................... 15,047 2,324 644 - - - - 18,015
Poland................... 18,402 - - 13,063 14,971 - (14,243) 32,193
Sweden................... 8,282 234 1,587 - - - - 10,103
Germany.................. - - - - - - - -
Other.................... 4,041 - - - - 666 - 4,707
------- ------ ------ ------ ------ ----- ------- -------
Total...................... 157,015 45,325 26,567 13,063 15,657 1,771 (21,409) 237,989
======= ====== ====== ====== ====== ===== ======= =======
REVENUE FOR THE SIX MONTHS ENDED JUNE 30, 2001
----------------------------------------------------------------------------------------------
CORPORATE,
CABLE INTERNET/ IT & INTER-
TELEVISION TELEPHONY DATA DTH PROGRAMMING OTHER COMPANY TOTAL
---------- --------- --------- -------- ----------- ---------- -------- --------
Corporate................ - - - - - 2,108 - 2,108
UPCtv.................... - - - - 6,434 - (2,566) 3,868
CHELLO BROADBAND......... - - 30,291 - - - (28,954) 1,337
PRIORITY TELECOM......... - 129,934 - - - - (30,047) 99,887
Distribution:............
The Netherlands........ 122,676 32,803 35,220 - - 18,569 (18,432) 190,836
Austria................ 41,877 21,947 23,205 - - 3,884 (5,319) 85,594
Belgium................ 7,742 - 4,520 - - - - 12,262
Czech Republic......... 16,126 425 517 4,198 1,748 985 (1,748) 22,251
Norway................. 24,731 3,506 4,025 - - 1,054 (1,298) 32,018
Hungary................ 29,903 12,514 1,258 4,280 2,587 - (2,587) 47,955
France................. 30,898 10,640 3,484 - - 1,438 (953) 45,507
Poland................. 43,117 - 597 36,306 37,932 - (36,396) 81,556
Sweden................. 17,112 - 5,030 - - 666 (456) 22,352
Germany................ 24,003 21 25 - - 1,091 - 25,140
Other.................. 16,902 - 291 1,059 769 9 (760) 18,270
------- ------- ------- ------ ------ ------ -------- -------
Total.................... 375,087 211,790 108,463 45,843 49,470 29,804 (129,516) 690,941
======= ======= ======= ====== ====== ====== ======== =======
19
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
12. SEGMENT AND GEOGRAPHIC INFORMATION (CONTINUED)
REVENUE FOR THE SIX MONTHS ENDED JUNE 30, 2000
----------------------------------------------------------------------------------------------
CORPORATE,
CABLE INTERNET/ IT & INTER-
TELEVISION TELEPHONY DATA DTH PROGRAMMING OTHER COMPANY TOTAL
---------- --------- --------- -------- ----------- ---------- -------- --------
Corporate.................. - - - - - - - -
UPCtv...................... - - - - 1,197 - - 1,197
CHELLO BROADBAND........... - - 12,662 - - - (12,547) 115
PRIORITY TELECOM........... - 5,359 - - - - - 5,359
Distribution:
The Netherlands.......... 100,335 40,469 14,180 - - 363 - 155,347
Austria.................. 41,224 14,948 12,041 - - - - 68,213
Belgium.................. 7,677 627 1,903 - - - - 10,207
Czech Republic........... 12,312 498 - - - 1,770 - 14,580
Norway................... 24,366 1,255 978 - - - - 26,599
Hungary.................. 23,267 10,624 128 - - 7 - 34,026
France................... 29,127 4,199 1,053 - - - - 34,379
Poland................... 35,660 - - 22,673 27,985 - (26,809) 59,509
Sweden................... 16,502 234 2,432 - - - - 19,168
Germany.................. - - - - - - - -
Other.................... 7,978 - - - - 912 - 8,890
------- ------ ------ ------ ------ ----- ------- -------
Total...................... 298,448 78,213 45,377 22,673 29,182 3,052 (39,356) 437,589
======= ====== ====== ====== ====== ===== ======= =======
ADJUSTED EBITDA FOR THE THREE MONTHS ENDED JUNE 30, 2001
-----------------------------------------------------------------------------------
CABLE INTERNET/ CORPORATE,
TELEVISION TELEPHONY DATA DTH PROGRAMMING & OTHER TOTAL
---------- --------- --------- -------- ----------- ---------- --------
Corporate......................... - - - - - (30,456) (30,456)
UPCtv............................. - - - - (14,993) - (14,993)
CHELLO BROADBAND.................. - - (18,610) - - - (18,610)
PRIORITY TELECOM.................. - (26,801) - - - - (26,801)
Distribution:
The Netherlands................. 32,109 (7,260) (3,772) - - (10,261) 10,816
Austria......................... 9,316 936 2,244 - - (536) 11,960
Belgium......................... 1,469 - (546) - - 1 924
Czech Republic.................. 3,466 15 (143) 1,078 (424) 320 4,312
Norway.......................... 3,898 (1,243) (641) - - (223) 1,791
Hungary......................... 5,396 3,416 (173) 746 (552) - 8,833
France.......................... 72 (3,231) (1,399) - - 1,777 (2,781)
Poland.......................... 2,847 - (1,772) (3,428) (10,677) 587 (12,443)
Sweden.......................... 3,717 (82) (952) - - (188) 2,495
Germany......................... 8,024 (14) (180) - - (294) 7,536
Other........................... 3,113 - 81 (661) 1,042 (526) 3,049
------ ------- ------- ------ ------- ------- -------
Total............................. 73,427 (34,264) (25,863) (2,265) (25,604) (39,799) (54,368)
====== ======= ======= ====== ======= ======= =======
20
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
12. SEGMENT AND GEOGRAPHIC INFORMATION (CONTINUED)
ADJUSTED EBITDA FOR THE THREE MONTHS ENDED JUNE 30, 2000
-----------------------------------------------------------------------------------
CABLE INTERNET/ CORPORATE,
TELEVISION TELEPHONY DATA DTH PROGRAMMING & OTHER TOTAL
---------- --------- --------- -------- ----------- ---------- --------
Corporate.......................... - - - - - (22,314) (22,314)
UPCtv.............................. - - - - (12,553) - (12,553)
CHELLO BROADBAND................... - - (33,957) - - (1,231) (35,188)
PRIORITY TELECOM................... - (10,985) - - - - (10,985)
Distribution:
The Netherlands.................. 28,123 (10,386) (6,236) - - (4,541) 6,960
Austria.......................... 11,084 (1,874) 336 - - - 9,546
Belgium.......................... 1,512 (124) (1,389) - - - (1)
Czech Republic................... 1,352 13 - (52) - 215 1,528
Norway........................... 4,408 (3,393) (955) - - (127) (67)
Hungary.......................... 4,173 2,906 (1,060) (80) - 7 5,946
France........................... 5,171 (6,787) (3,078) - - (311) (5,005)
Poland........................... 433 - - (1,264) (12,650) (875) (14,356)
Sweden........................... 2,782 (1,077) (2,419) - - - (714)
Germany.......................... - - - - - - -
Other............................ 1,428 553 (3,196) (59) (136) 593 (817)
------ ------- ------- ------ ------- ------- -------
Total.............................. 60,466 (31,154) (51,954) (1,455) (25,339) (28,584) (78,020)
====== ======= ======= ====== ======= ======= =======
ADJUSTED EBITDA FOR THE SIX MONTHS ENDED JUNE 30, 2001
-----------------------------------------------------------------------------------
CORPORATE,
CABLE INTERNET/ IT &
TELEVISION TELEPHONY DATA DTH PROGRAMMING OTHER TOTAL
---------- --------- --------- -------- ----------- ---------- --------
Corporate......................... - - - - - (53,146) (53,146)
UPCtv............................. - - - - (30,357) - (30,357)
CHELLO BROADBAND.................. - - (38,807) - - - (38,807)
PRIORITY TELECOM.................. - (48,353) - - - - (48,353)
Distribution:
The Netherlands................. 61,929 (11,583) (8,115) - - (24,360) 17,871
Austria......................... 17,919 2,214 4,600 - - 1,548 26,281
Belgium......................... 3,041 - (1,039) - - 1 2,003
Czech Republic.................. 6,150 (14) (440) (337) (911) 502 4,950
Norway.......................... 8,118 (2,636) (1,483) - - 300 4,299
Hungary......................... 10,432 6,593 (571) (592) (1,891) - 13,971
France.......................... 132 (7,781) (3,351) - - 1,777 (9,223)
Poland.......................... 3,290 - (3,080) (5,410) (20,052) - (25,252)
Sweden.......................... 5,707 (82) (1,890) - - (288) 3,447
Germany......................... 14,239 (24) (344) - - (878) 12,993
Other........................... 6,337 - 223 (1,451) 68 (1,030) 4,147
------- ------- ------- ------ ------- ------- --------
Total............................. 137,294 (61,666) (54,297) (7,790) (53,143) (75,574) (115,176)
======= ======= ======= ====== ======= ======= ========
21
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
12. SEGMENT AND GEOGRAPHIC INFORMATION (CONTINUED)
ADJUSTED EBITDA FOR THE SIX MONTHS ENDED JUNE 30, 2000
-----------------------------------------------------------------------------------
CORPORATE,
CABLE INTERNET/ IT &
TELEVISION TELEPHONY DATA DTH PROGRAMMING OTHER TOTAL
---------- --------- --------- -------- ----------- ---------- --------
Corporate......................... - - - - - (45,015) (45,015)
UPCtv............................. - - - - (20,200) - (20,200)
CHELLO BROADBAND.................. - - (61,106) - - (1,231) (62,337)
PRIORITY TELECOM.................. - (13,719) - - - - (13,719)
Distribution:
The Netherlands................. 49,595 (20,836) (11,515) - - (4,541) 12,703
Austria......................... 22,328 (3,443) 504 - - - 19,389
Belgium......................... 2,973 (265) (2,523) - - - 185
Czech Republic.................. 2,280 36 - (52) - 631 2,895
Norway.......................... 9,313 (6,217) (1,804) - - (127) 1,165
Hungary......................... 7,817 5,846 (2,129) (80) - 7 11,461
France.......................... 6,688 (9,533) (4,064) - - (311) (7,220)
Poland.......................... 1,505 - - (5,607) (27,259) (1,199) (32,560)
Sweden.......................... 6,518 (1,782) (4,505) - - - 231
Germany......................... - - - - - - -
Other........................... 3,095 (934) (3,588) (59) (200) (717) (2,403)
------- ------- ------- ------ ------- ------- --------
Total............................. 112,112 (50,847) (90,730) (5,798) (47,659) (52,503) (135,425)
======= ======= ======= ====== ======= ======= ========
Following is a reconciliation of Adjusted EBITDA to UPC's net loss before
income taxes:
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
--------------------- ---------------------
2001 2000 2001 2000
--------- --------- ---------- --------
Adjusted EBITDA..................................... (54,368) (78,020) (115,176) (135,425)
Depreciation and amortization....................... (260,363) (159,162) (505,542) (289,865)
Stock-based compensation............................ 9,316 79,459 8,254 27,421
Impairment charges.................................. (300,000) - (300,000) -
-------- -------- ---------- --------
Net operating loss................................ (605,415) (157,723) (912,464) (397,869)
Interest income..................................... 11,856 8,756 27,611 22,129
Interest expense.................................... (247,102) (167,289) (465,321) (307,682)
Foreign exchange gain (loss) and other income
(expense), net.................................... (63,683) (43,999) (118,788) (123,952)
-------- -------- ---------- --------
Net loss before income taxes and other items...... (904,344) (360,255) (1,468,962) (807,374)
Share in results of affiliated companies, net....... (15,954) (9,843) (62,050) (31,058)
Minority interests in subsidiaries.................. 57,827 1,506 76,668 2,490
-------- -------- ---------- --------
Net loss before income tax benefit (expense) and
cumulative effect of change in accounting
principle....................................... (862,471) (368,592) (1,454,344) (835,942)
======== ======== ========== ========
22
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
12. SEGMENT AND GEOGRAPHIC INFORMATION (CONTINUED)
TOTAL ASSETS
-------------------------
AS OF AS OF
JUNE 30, DECEMBER 31,
2001 2000
---------- ------------
Corporate................................................... 2,628,006 2,775,411
UPCtv....................................................... 89,863 70,043
CHELLO BROADBAND............................................ 126,493 118,746
PRIORITY TELECOM............................................ 824,295 630,418
Distribution:
The Netherlands........................................... 2,472,678 2,929,364
Austria................................................... 446,587 464,174
Belgium................................................... 46,268 46,463
Czech Republic............................................ 233,352 231,122
Norway.................................................... 315,156 319,324
Hungary................................................... 402,940 376,722
France.................................................... 913,951 914,385
Poland.................................................... 1,461,038 1,316,945
Sweden.................................................... 420,207 453,231
Germany................................................... 1,100,746 1,044,344
Other..................................................... 164,651 111,679
---------- ----------
Total....................................................... 11,646,231 11,802,371
========== ==========
The total assets of Priority Wireless are included in PRIORITY TELECOM, as
historically Priority Wireless was included in PRIORITY TELECOM as an out-reach
technology.
13. COMPREHENSIVE INCOME (LOSS)
The components of total comprehensive income (loss) are as follows:
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
--------------------- ---------------------
2001 2000 2001 2000
--------- --------- ---------- --------
Net loss............................................ (862,799) (368,157) (1,419,233) (835,528)
Other comprehensive income (loss):
Change in cumulative translation adjustments...... 56,871 (33,226) 73,154 2,875
Change in fair value of derivative assets......... (6,128) - (6,128) -
Change in unrealized gain (loss) on investments... (26,247) (102,426) 11,791 (53,664)
-------- -------- ---------- --------
Total comprehensive income (loss)............... (838,303) (503,809) (1,340,416) (886,317)
======== ======== ========== ========
23
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
14. BASIC NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
--------------------- ---------------------
2001 2000 2001 2000
--------- --------- ---------- --------
Net loss............................................ (862,799) (368,157) (1,419,233) (835,528)
Accretion of Series 1 convertible preferred stock... (29,761) - (59,522) -
-------- -------- ---------- --------
Basic net loss attributable to common
shareholders...................................... (892,560) (368,157) (1,478,755) (835,528)
======== ======== ========== ========
15. SUBSEQUENT EVENT
ANNOUNCEMENT OF POLISH DTH MERGER
On August 10, 2001, UPC and Canal+ Group ("Canal+"), the television and film
division of Vivendi Universal, announced the signing of definitive agreements to
merge their respective Polish direct-to-home ("DTH") satellite television
platforms, as well as the Canal+ Polska premium channel, to form a common Polish
DTH platform. UPC Polska will contribute its Polish DTH assets to TKP, the
Polish subsidiary of Canal+, in exchange for 25% of TKP and 150.0 million in
cash. As part of this transaction, through a carriage agreement, Canal+ Polska
will also be available on UPC's Polish cable network. TKP will be managed and
controlled by Canal+, who will own 75%. UPC will own the remaining 25%. This
merger is subject to certain regulatory approvals. For accounting purposes, TKP
will be deemed the acquirer. UPC's investment in the merged companies will be
recorded at fair value as of the date of the transaction. UPC's carrying value
of the Polish DTH assets being contributed may be significantly higher than the
determined fair value of its investment in the merged companies if and when the
transaction is consummated, leading to a write-down at the date the transaction
is consummated.
24
ITEM 2--MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion, contains, in addition to historical information,
forward-looking statements that involve risks and uncertainties. These
forward-looking statements may include statements concerning our plans,
objectives and future economic prospects, expectations, beliefs, future plans
and strategies, anticipated events or trends and similar expressions concerning
matters that are not historical facts. These forward-looking statements involve
both known and unanticipated risks, uncertainties and other factors that may
cause our actual results, performance or achievements, or industry results, to
be materially different from what we say or imply with the forward-looking
statements. These factors include, among other things, changes in television
viewing preferences and habits by our subscribers and potential subscribers,
their acceptance of new technology, programming alternatives and new video
services we may offer. They also include our ability to complete announced
transactions, our ability to secure adequate capital to fund system growth, new
business and acquisitions and to manage and grow our newer telephony, digital
and internet/data services. We have disclosed estimated adjustments to our
financial statements as a result of planned transactions. These adjustments will
be based on underlying values of assets, which are subject to change. These
forward-looking statements apply only as of the time of this report and we have
no obligation or plans to provide updates or revisions to these forward-looking
statements or any other changes in events or circumstances on which these
forward-looking statements are based. The following discussion and analysis of
financial condition and results of operations covers the three and six months
ended June 30, 2001 and 2000, and should be read together with our consolidated
financial statements and related notes included elsewhere herein. These
consolidated financial statements provide additional information regarding our
financial activities and condition.
INTRODUCTION
We own and operate broadband communications networks or services in 17
countries in Europe and in Israel. Our operations are organized into three
principal divisions. UPC Distribution, which comprises our local operating
systems, delivers video, telephony and internet services to our residential
customers. UPC Media comprises our internet access and converging internet
content and programming businesses, which provide their products and services to
us, as well as to third parties. PRIORITY TELECOM, which targets the business
market is our third principal division. Our subscriber base is the largest of
any group of broadband communications networks operated across Europe. Our goal
is to enhance our position as a leading pan-European distributor of video
programming services and to become a leading pan-European provider of telephony,
internet and enhanced video services, offering a one-stop shopping solution for
residential and business communication needs. We plan to achieve this goal by
increasing the penetration of our new services, such as digital video, telephony
and internet.
Since formation, we have developed largely through acquisitions. The most
recent acquisitions have resulted in significant growth in our consolidated
revenues and expenditures. We are still in the process of integrating our
acquisitions. We expect to continue to make select acquisitions that complement
our existing assets and operations, although we do not expect these acquisitions
to be of the magnitude or frequency of our acquisitions during the last few
years. We might also restructure, combining some of our assets with other assets
and retain an interest in the combined operations. We may also sell some of our
assets in the future or enter into strategic partnerships for the development of
our assets.
25
The following table summarizes our larger acquisitions since January 1,
2000.
INTEREST PURCHASE
OPERATING COMPANIES ACQUIRED LOCATION CLOSING DATE PRICE
------------------- -------- ------------------------ -------------------------------- ---------
(MILLIONS
OF EURO)
Primacom AG.............. 25.0% Germany December 1999-March 2000 344.2
SBS...................... 10.2% pan-European February 2000 162.5
Intercomm(1)............. 100% France February 2000 100.0
Tebecai.................. 100% The Netherlands February 2000 62.2
ElTele stfold /
Vestfold............... 100% Norway March 2000 39.3
Kabel Haarlem B.V........ 100% The Netherlands March 2000 62.2
Eneco K&T Group.......... 100% The Netherlands March 2000 1,046.3(2)
UPC Magyarorszag(3)...... 20.75% Hungary March 2000 63.9
DattelKabel.............. 100% Czech Republic July 2000 24.5
EWT/TSS Group(4)......... 100% Germany October 2000 953.4
Cignal Global
Communications(5)...... 100% United States of America November 2000 235.7
Alkmaar.................. 100% The Netherlands January 2001 49.2
--------------------------
(1) We acquired 100% of Intercomm France Holding S.A., in exchange for a 8%
interest in Mediareseaux S.A. and 36.0 million in cash.
(2) Including acquisition of loans to former shareholder.
(3) We acquired the 20.75% of UPC Magyarorszag, which we did not already own.
(4) We acquired 100% of EWT/TSS through our subsidiary, UPC Germany, for a
preliminary purchase price of 238.4 million in cash and 49% of UPC Germany.
(5) We acquired 100% of Cignal Global Communications in exchange for a 16%
interest in our subsidiary PRIORITY TELECOM in a stock-based transaction.
ANNOUNCEMENT OF MERGER WITH PRIMACOM
On March 29, 2001, we announced an agreement with PrimaCom to merge our
German assets, including EWT/TSS and the TeleColumbus option, as well as our
Alkmaar subsidiary located in the Netherlands, with those of PrimaCom. Our
investment in EWT is held through our 51% owned subsidiary, UPC Germany. The
transaction is subject to approval of the PrimaCom shareholders, as well as
various regulatory and any other potential approvals, and is expected to close
by year-end 2001, although there can be no assurances. Under the transaction
structure, for accounting purposes PrimaCom will be deemed the "acquirer." Upon
closing of the transaction, UPC Germany will deconsolidate its investment in
EWT. UPC Germany's investment in the merged companies will be required to be
recorded at the fair value as of the date of the transaction, which will be
determined based on the market value of the PrimaCom shares at that date.
PrimaCom's shares are listed on the Nasdaq market and the Frankfurt Stock
Exchange. As of June 30, 2001, PrimaCom's shares were valued at approximately
9.30 per share. Assuming the same price at the closing of the transaction, this
would result in UPC Germany recording a write-down upon closing of approximately
900.0 million on its investment in EWT. Our share of the write-down would be
51%.
ANNOUNCEMENT OF POLISH DTH MERGER
On August 10, 2001, we and Canal+, the television and film division of
Vivendi Universal, announced the signing of definitive agreements to merge their
respective Polish DTH platforms, as well as the Canal+ Polska premium channel,
to form a common Polish DTH platform. UPC Polska will contribute its Polish DTH
assets to TKP, the Polish subsidiary of Canal+, in exchange for 25% of TKP
26
and 150.0 million in cash. As part of this transaction, through a carriage
agreement, Canal+ Polska will also be available on our Polish cable network. TKP
will be managed and controlled by Canal+, who will own 75%, we will own the
remaining 25%. This merger is subject to certain regulatory approvals. For
accounting purposes, TKP will be deemed the acquirer. Our investment in the
merged companies will be recorded at fair value as of the date of the
transaction. Our carrying value of the Polish DTH assets being contributed may
be significantly higher than the determined fair value of its investment in the
merged companies if and when the transaction is consummated, leading to a
write-down at the date the transaction is consummated.
SERVICES
To date, our primary source of revenue has been analog video entertainment
services to residential customers. We believe that an increasing percentage of
our future revenues will come from telephony, internet and digital video
services within the residential market, as well as expanding to the business
customer. These are forward-looking statements and will not be fulfilled unless
our new services grow dramatically. Capital constraints, technological
limitations, competition, lack of programming, loss of personnel, adverse
regulation and many other factors could prevent our new services from growing as
we expect. The introduction of telephony services and internet services had a
significant negative impact on Adjusted EBITDA during 2000 and 1999. We expected
this negative impact due to the high costs associated with obtaining
subscribers, branding and launching these new services against the incumbent
operator. This negative impact is expected to decline. We intend for these new
businesses to be Adjusted EBITDA positive after two to three years following
introduction of the service, but there can be no assurance this will occur. We
believe that our new services will continue to have a negative impact on
Adjusted EBITDA due to the one-time costs associated with obtaining customers.
UPC DISTRIBUTION--ANALOG VIDEO AND DIGITAL SERVICES. We currently offer our
subscribers a wide choice of pay-tv services. We plan to continue to improve our
expanded basic tier offerings by adding new channels and where possible,
migrating popular commercial channels into an expanded basic tier service. In
addition, we plan to offer subscribers additional choice by offering thematic
groupings of tiered video services in a variety of genres. In many systems, we
have introduced impulse pay-per-view services.
We are currently launching digital services in some of our markets. The
increased channel capacity in digitalization will enable us to offer subscribers
more choice in pay-tv services, as well as transactional television and
interactive services. We intend to offer transactional television services, such
as near-video-on-demand (``NVOD") and video-on-demand (``VOD"). We have launched
NVOD in the Netherlands. We plan to offer interactive services, such as
interactive program guides (``IPG"), walled garden, internet on television,
basic email functionality and interactive television games. We also intend to
provide our subscribers with customizable programming guides that would enable
them to program their favorite channels and also allow parents to restrict their
children's viewing habits. The increased channel capacity provided by
digitalization will enable subscribers to customize their subscriptions to our
services to suit their lifestyles.
UPC DISTRIBUTION--VOICE. We provide local national and international
long-distance voice telephony services to residential customers. Our operating
systems offer a full complement of telephony services to residential customers,
including caller ID, call waiting, call forwarding, call blocking, distinctive
ringing and three-way calling.
UPC DISTRIBUTION--INTERNET. We operate our internet business locally
through our operating companies. Our local operating companies provide
subscribers with high-speed internet access via their cable modem. We provide
subscribers cable-based internet access that is always-on for a flat fee. In
2001, we plan to introduce network monitoring tools. These tools will allow us
to comprehensively
27
monitor our stated fair-use policy, and will also enable us to offer more
sophisticated products for heavy users.
UPC MEDIA. We recently combined the management of our internet access and
content group, CHELLO BROADBAND, and our programming business led by UPCtv, to
form a new division, UPC Media. In addition to internet access and pay
television, UPC Media will develop interactive services and transactional
television for our digital product.
CHELLO BROADBAND provides our local operating companies and non-affiliated
local operators with access to the internet gateway and additional services,
such as high-speed connectivity, caching, local language broadband portals, and
marketing support, through franchise agreements. To date, substantially all of
CHELLO BROADBAND's revenues were subscription based and derived from our local
operating companies. These intercompany revenues have been eliminated in our
consolidated operating results. We believe we have an opportunity to increase
non-affiliated revenue through the CHELLO BROADBAND service in future years. We
cannot predict whether our products and services, including broadband internet
services in general, will become accepted or profitable in these markets. At
June 30, 2001, CHELLO BROADBAND had approximately 445,200 subscribers, including
23,500 non-UPC affiliates.
We plan to deploy interactive products which will support our planned
digital roll-out across Europe, including interactive/enhanced television,
walled garden, e-commerce and entertainment and internet on the televison. We
also plan to deploy transactional television services, which include NVOD and
VOD. In addition UPCtv has developed and launched eight pay-per-view channels of
various genres since May 1999. We have constructed a pan-European digital
distribution platform designed for the state of the art production and the
digital distribution of our new channels and other signals to our upgraded
networks. To date, substantially all of our programming businesses' revenues
were subscription-based and derived from our local operating companies. These
intercompany revenues have been eliminated in our consolidated operating
results. We believe we have an opportunity to grow non-affiliated revenue
through the media group's service in future years. We cannot predict whether our
products and services, will become accepted or profitable in these markets. We
believe these businesses will become increasingly inter-dependent and
overlapping.
PRIORITY TELECOM. PRIORITY TELECOM offers telephony services to business
customers. Services vary per country, covering the range of voice, data, IP and
hosting. In the course of 2000, PRIORITY TELECOM brought together a separate
management team responsible for the provisioning of these services to business
customers. At June 30, 2001, PRIORITY TELECOM had approximately 6,650 customers.
PRICING
UPC DISTRIBUTION--ANALOG VIDEO AND DIGITAL SERVICES. We usually charge a
one-time installation fee when we connect video subscribers, a monthly
subscription fee that depends on whether basic or expanded basic tier service is
offered, and incremental amounts for those subscribers purchasing pay-per-view
and premium programming. For our digital set-top computer, we may collect a
customer deposit as security.
UPC DISTRIBUTION--VOICE. Revenue from residential telephony services
usually consists of a flat monthly line rental and a usage charge based upon
minutes. In order to achieve high-growth from early market entry, we price our
telephony service at a discount compared to services offered by incumbent
telecommunications operators. Initially, we will also waive or substantially
discount installation fees.
UPC DISTRIBUTION--INTERNET. To date, virtually all of our revenues have
been derived from monthly subscription fees. Most local operators have chosen to
waive installation charges, although in most instances we collect a customer
deposit. Currently, our services are offered to residential subscribers at flat
subscription fees. Following the introduction of bandwidth monitoring tools, we
anticipate charging
28
tiered pricing levels which more accurately reflect the individual consumption
of bandwidth. For business subscribers to services other than our standard
broadband internet access services, we generally agree the pricing with local
operators on a case by case basis, depending on the size and capacity
requirements of the businesses.
UPC MEDIA. CHELLO BROADBAND provides internet access and other services for
a fee based upon a percentage of subscription revenue. For our programming
channels, including our UPCtv and some Wizja TV channels, we charge cable
operators on a per-subscriber basis. Charges for transactional television are
per transaction.
PRIORITY TELECOM. Pricing may differ per type of service rendered. Revenue
from voice services usually consist of a flat monthly fee plus a usage based
charge. Data, IP and hosting services are typically billed flat by month.
COSTS OF OPERATIONS
UPC DISTRIBUTION--ANALOG VIDEO AND DIGITAL SERVICES. Direct operating costs
include the costs of programming, which are variable, based on the number of
subscribers. The cost per subscriber is established by negotiation between us
and the program supplier or rates negotiated by cable associations. Indirect
operating costs include franchise fees and operating expenses necessary to
provide service to the subscriber. Franchise fees, where applicable, are
typically based upon a percentage of revenue. Other operating expenses include
personnel, service vehicles, maintenance and facilities. Selling, general and
administrative expenses includes branding, marketing and customer acquisition
costs, personnel related costs, such as stock-based compensation expense, legal
and accounting, human resources, office facilities and other overhead costs.
UPC DISTRIBUTION--VOICE. Direct operating costs include interconnection
costs and number portability fees. Indirect operating costs include network
operations, customer operations and customer care. Interconnection costs are
variable based upon usage as determined through negotiated interconnection
agreements. Selling, general and administrative expenses includes branding,
marketing and customer acquisition costs, personnel related costs, such as
stock-based compensation expense, legal and accounting, human resources, office
facilities and other overhead costs.
UPC DISTRIBUTION--INTERNET. Direct operating costs for our local operating
companies include the franchise fee paid to CHELLO BROADBAND for internet
access. Indirect operating costs include personnel, service vehicles,
maintenance and facilities. Selling, general and administrative expenses include
branding, marketing, customer acquisition costs, personnel-related costs,
including stock-based compensation expenses, legal and accounting, office
facilities and other overhead.
UPC MEDIA. Operating costs for CHELLO BROADBAND'S access consist primarily
of leased-line and network related costs. Operating costs for our interactive
television, transactional services and pay television groups within UPC Media
include the costs of programming rights, portal design and development,
production costs, and distribution costs, including transponder fees and
operating costs. A significant portion of these costs are fixed in nature
through contractual commitments. Selling, general and administrative expenses
include branding, marketing, personnel-related costs, legal and accounting,
office facilities and other overhead costs.
PRIORITY TELECOM. Operating costs include costs of installation of our
customers and costs of ownership and management of our part of the network.
Selling, general and administrative expenses include branding, marketing,
customer acquisition costs, personnel-related costs, including stock-based
compensation expenses, legal and accounting, office facilities and other
overhead.
29
The following table presents an overview of our revenue and Adjusted EBITDA
by segment for the three and six months ended June 30, 2001 and 2000.
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
--------------------- -------------------
2001 2000 2001 2000
--------- --------- -------- --------
(IN THOUSANDS OF EUROS)
Revenue:
UPC Distribution
Cable televison..................................... 189,782 157,015 375,087 298,448
Telephony(1)........................................ 43,476 27,190 81,856 50,526
Internet............................................ 42,660 19,336 78,172 32,715
DTH................................................. 24,128 13,063 45,843 22,673
Other............................................... 13,164 1,771 27,696 3,052
Intercompany Eliminations........................... (13,665) - (26,458) -
------- -------- -------- --------
Total Distribution.................................... 299,545 218,375 582,196 407,414
PRIORITY TELECOM(1)................................... 71,024 18,135 129,934 27,687
CHELLO BROADBAND...................................... 17,082 7,231 30,291 12,662
Programming........................................... 23,953 15,657 49,470 29,182
Corporate, IT and Other............................... 1,203 - 2,108 -
Intercompany Eliminations............................. (55,314) (21,409) (103,058) (39,356)
------- -------- -------- --------
357,493 237,989 690,941 437,589
======= ======== ======== ========
Adjusted EBITDA(2):
UPC Distribution
Cable television.................................... 73,427 60,466 137,294 112,112
Telephony(1)........................................ (7,463) (21,283) (13,313) (37,020)
Internet............................................ (7,253) (16,690) (15,490) (29,624)
DTH................................................. (2,265) (1,455) (7,790) (5,798)
Other............................................... (9,343) (5,039) (22,428) (6,257)
------- -------- -------- --------
Total Distribution.................................... 47,103 15,999 78,273 33,413
PRIORITY TELECOM(1)................................... (26,801) (11,178) (48,353) (13,827)
CHELLO BROADBAND...................................... (18,610) (33,957) (38,807) (61,106)
Programming........................................... (25,604) (25,339) (53,143) (47,659)
Corporate, IT and Other............................... (30,456) (23,545) (53,146) (46,246)
------- -------- -------- --------
(54,368) (78,020) (115,176) (135,425)
======= ======== ======== ========
------------------------
(1) For the three and six months ended June 30, 2000, the revenue and Adjusted
EBITDA for our CLEC activities in the Netherlands and Austria have been
reclassified from UPC Distribution-Telephony to PRIORITY TELECOM, which is
consistent with the presentation for the three and six months ended
June 30, 2001.
(2) Adjusted EBITDA represents net operating loss before depreciation,
amortization, stock-based compensation charges and impairment charges.
Industry analysts generally consider EBITDA to be a helpful way to measure
the performance of cable television operations and communications companies.
Management believes Adjusted EBITDA helps investors to assess the cash flow
from operations from period to period and thus value the Company's business.
Adjusted EBITDA should not, however, be considered a replacement for net
income, cash flows or any other measure of performance or liquidity under
generally accepted accounting principles, or as an indicator of a company's
operating performance. The presentation of Adjusted EBITDA may not be
comparable to statistics with a similar name reported by other companies.
Not all companies and analysts calculate Adjusted EBITDA in the same manner.
30
UPC DISTRIBUTION
REVENUE
For the three months ended June 30, 2001, revenue from UPC Distribution
increased 81.1 million to 299.5 million, from 218.4 million for the three months
ended June 30, 2000, a 37.1% increase. Increases of 32.8 million from cable
television, 16.3 million from telephony, 23.3 million from internet, and
11.1 million from DTH, were partially offset with a decrease of 2.4 million from
other, net of related intercompany eliminations. For the six months ended
June 30, 2001, revenue from UPC Distribution increased 174.8 million to
582.2 million, from 407.4 million for the six months ended June 30, 2000, a
42.9% increase. Of the increase, 76.6 million is from cable television,
31.3 million is from telephony, 45.5 million is from internet and 23.2 million
is from DTH. Other, net of related intercompany eliminations, decreased
1.8 million.
The increase in cable television revenue of 32.8 million for the three
months ended June 30, 2001, is due to increased subscribers from our acquisition
of EWT (Germany), which we included in our consolidated results effective
October 1, 2000, as well as increased average revenue per basic cable subscriber
and organic subscriber growth. Cable television revenue from EWT included in our
consolidated results for the three months ended June 30, 2001, totaled
11.7 million, compared to nil for the three months ended June 30, 2000. The
increase in cable television revenue of 76.6 million for the six months ended
June 30, 2001, is also due to increased subscribers from acquisitions, as well
as increased revenue per average basic cable subscriber and organic subscriber
growth. Cable television revenue from K&T (the Netherlands), which we include in
our consolidated results effective March 31, 2000 and EWT included in our
consolidated results for the six months ended June 30, 2001, totaled
56.0 million, compared to 14.8 million for the six months ended June 30, 2000.
We will deconsolidate the results of EWT following closing of the transaction
with PrimaCom, which is expected to occur by the end of 2001.
The increase in telephony revenue of 16.3 million and 31.3 million for the
three and six months ended June 30, 2001, respectively, primarily relates to
organic subscriber growth Residential telephony subscribers increased from
approximately 301,500 at June 30, 2000 to approximately 421,000 at June 30,
2001.
The increase in internet revenue of 23.3 million and 45.5 million for the
three and six months ended June 30, 2001, respectively, primarily relates to
organic subscriber growth. Internet subscribers increased from approximately
224,600 at June 30, 2000 to approximately 448,000 at June 30, 2001. We continued
to increase subscriber penetration in systems where we had launched internet
services prior to January 1, 2000. In addition, we launched internet in the
second half of 2000 in other systems, including Poland, Hungary and the Czech
Republic. The acquisition of K&T also contributed to increased internet revenue.
Internet revenue from K&T included in our consolidated results for the three
months ended June 30, 2001, totaled 3.3 million, compared to 0.8 million for the
three months ended June 30, 2000. Internet revenue from K&T included in our
consolidated results for the six months ended June 30, 2001, totaled
5.6 million, compared to 0.8 million for the six months ended June 30, 2000.
The increase in DTH revenue of 11.1 million and 23.2 million for the three
and six months ended June 30, 2001, respectively, primarily relates to organic
subscriber growth and a positive impact from exchange rates on our Polish
revenues. DTH subscribers increased from approximately 378,200 at June 30, 2000
to approximately 486,300 at June 30, 2001. In the second half of 2000, we
launched DTH service in our systems in Hungary, the Czech Republic and the
Slovak Republic, leveraging off our existing DTH platform in Poland. We will
deconsolidate the results of our DTH operations in Poland upon closure of the
recently announced transaction with Canal+.
The increase in other revenue of 11.4 million and 24.6 million for the three
and six months period ended June 30, 2001, respectively, primarily relates to
revenue recognized for the provision of network related services to PRIORITY
TELECOM. UPC Distribution and PRIORITY TELECOM have entered into
31
agreements for the provision by UPC Distribution of network, maintenance and
operations services. This intercompany revenue eliminates in our consolidated
results.
ADJUSTED EBITDA
For the three months ended June 30, 2001, Adjusted EBITDA from UPC
Distribution increased 31.1 million to 47.1 million, from 16.0 million for the
three months ended June 30, 2000, a 194.4% increase. Of the increase,
13.0 million is from cable television, 13.8 million is from telephony and
9.4 million is from internet. These increases were partially offset by decreases
of 0.8 million in DTH and 4.3 million in other. For the six months ended
June 30, 2001, Adjusted EBITDA from UPC Distribution increased 44.9 million to
78.3 million, from 33.4 million for the six months ended June 30, 2000, a 134.4%
increase. Of the increase, 25.2 million is from cable television, 23.7 million
is from telephony and 14.1 million is from internet. These increases were
partially offset by decreases of 2.0 million in DTH and 16.2 million in other.
The increase in cable television Adjusted EBITDA of 13.0 million for the
three months ended June 30, 2001 is primarily due to our acquisition of EWT
(Germany). Cable television Adjusted EBITDA from EWT included in our
consolidated results for the three months ended June 30, 2001, totaled
11.7 million, compared to nil for the three months ended June 30, 2000. The
increase in cable television Adjusted EBITDA of 25.2 million for the six months
ended June 30, 2001 is primarily due to our acquisition of K&T (the Netherlands)
and EWT (Germany). Cable television Adjusted EBITDA from K&T and EWT included in
our consolidated results for the six months ended June 30, 2001, totaled
34.7 million, compared to 9.4 million for the six months ended June 30, 2000. We
will deconsolidate the results of EWT following the closing of the transaction
with PrimaCom, which is expected to close by the end of 2001.
The improvement of telephony Adjusted EBITDA of 13.8 million and
23.7 million for the three and six months ended June 30, 2001, respectively, and
the improvement of internet Adjusted EBITDA of 9.4 million and 14.1 million for
the three and six months ended June 30, 2001, respectively, primarily relates to
organic subscriber growth, which has allowed us to realize economies of scale.
In addition, we have realized costs savings from continued integration and
restructuring of operations, as well as lower start-up costs.
The decrease in DTH Adjusted EBITDA of 0.8 million for the three months
ended June 30, 2001, primarily relates to increased expenses in Poland. The
decrease from Poland was partially offset by positive Adjusted EBITDA from our
systems in Hungary and Czech Republic for the three months ended June 30, 2001,
as they gained subscribers. The decrease in DTH Adjusted EBITDA of 2.0 million
for the six months ended June 30, 2001, primarily relates to start-up costs for
the launch of DTH in our systems in Hungary, the Czech Republic and the Slovak
Republic in the second half of 2000. We will deconsolidate the results of our
DTH operations in Poland upon closure of the recently announced transaction with
Canal+.
The decrease in other Adjusted EBITDA of 4.3 million and 16.2 million for
the three months and six months ended June 30, 2001, respectively, primarily
relates to start-up costs for our digital services in the Netherlands and
Austria. The negative impact on Adjusted EBITDA of digital services is partially
offset by positive Adjusted EBITDA recognized for the provision of the network
related services to PRIORITY TELECOM. We are in the early stages of offering our
digital product in the Netherlands and in Austria and are incurring costs
related to sales and marketing, training and customer care for our digital
services. Adjusted EBITDA associated with our digital services in the
Netherlands and Austria for the three and six months ended June 30, 2001 was a
14.5 million and a 27.4 million, respectively.
32
PRIORITY TELECOM
REVENUE
For the three months ended June 30, 2001, revenue from PRIORITY TELECOM
increased 52.9 million to 71.0 million, from 18.1 million for the three months
ended June 30, 2000. For the six months ended June 30, 2001, revenue from
PRIORITY TELECOM increased 102.2 million to 129.9 million, from 27.7 million for
the six months ended June 30, 2000. The increase in revenue of 52.9 million for
the three months ended June 30, 2001, is primarily due to the acquisition of
Cignal and to a lesser extent organic subscriber growth. The increase in revenue
of 102.2 million for the six months ended June 30, 2001, is primarily due to
acquisitions of Cignal and K&T and to a lesser extent subscriber growth. In
November 2000, we completed the acquisition of Cignal and began consolidating
its operations. In addition, UPC Distribution acquired K&T and began
consolidating its results effective March 31, 2000. Cignal revenue included in
the consolidated revenue of PRIORITY TELECOM for the three and six months ended
June 30, 2001, totaled 20.2 million and 42.0 million, respectively.
ADJUSTED EBITDA
For the three months ended June 30, 2001, Adjusted EBITDA from PRIORITY
TELECOM decreased 15.6 million to a negative 26.8 million, from a negative
11.2 million for the three months ended June 30, 2000. For the six months ended
June 30, 2001, Adjusted EBITDA from PRIORITY TELECOM decreased 34.6 million to a
negative 48.4 million, from a negative 13.8 million for the six months ended
June 30, 2000. The decrease in Adjusted EBITDA of 15.6 million and 34.6 million
for the three and six months ended June 30, 2001, respectively, relates
primarily to the acquisition of Cignal. In addition, PRIORITY TELECOM incurred
costs for the development and launch of products within its markets that were
carved out from operations in the Netherlands, Austria, Norway and Sweden.
CHELLO BROADBAND
REVENUE
For the three months ended June 30, 2001, revenue from CHELLO BROADBAND
increased 9.9 million to 17.1 million, from 7.2 million for the three months
ended June 30, 2000. For the six months ended June 30, 2001, revenue from CHELLO
BROADBAND increased 17.6 million to 30.3 million, from 12.7 million for the six
months ended June 30, 2000. The increase in revenue of 9.9 million and
17.6 million for the three and six months ended June 30, 2001, respectively, is
primarily due to increased internet subscribers. We continued to increase
internet subscribers in UPC Distributions' systems, which have a franchise
agreement with CHELLO BROADBAND. In addition, UPC Distribution launched CHELLO
BROADBAND's services in Poland and Hungary in the second half of 2000.
In general, CHELLO BROADBAND receives 40% of subscription-based revenue for
its services from the local operator. Intercompany revenues are eliminated in
our consolidated operating results. Intercompany revenues for three months ended
June 30, 2001 and 2000 were 16.3 million and 7.2 million, respectively.
Intercompany revenues for the six months ended June 30, 2001 and 2000 were
29.0 million and 12.5 million, respectively.
ADJUSTED EBITDA
For the three months ended June 30, 2001, Adjusted EBITDA from CHELLO
BROADBAND improved 15.4 million to a negative 18.6 million, from a negative
34.0 million for the three months ended June 30, 2000. For the six months ended
June 30, 2001, Adjusted EBITDA from CHELLO BROADBAND improved 22.3 million to a
negative 38.8 million, from a negative 61.1 million for the six months ended
June 30, 2000. The improvement in Adjusted EBITDA of 15.4 million and
22.3 million for the three and six months ended June 30, 2001, respectively,
primarily relates to continued subscriber growth, as well as decreased start-up
and development costs and costs efficiencies from the integration and
restructuring of operations.
33
PROGRAMMING
REVENUE
For the three months ended June 30, 2001, revenue from our programming
businesses increased 8.3 million to 24.0 million, from 15.7 million for the
three months ended June 30, 2000. For the six months ended June 30, 2001,
revenue from our programming businesses increased 20.3 million to 49.5 million,
from 29.2 million for the six months ended June 30, 2000. The increase in
revenue of 8.3 million and 20.3 million for the three and six months ended
June 30, 2001, respectively, relates to revenue from our Polish programming, as
well as increased revenue from UPCtv. UPCtv provides programming to our
distribution companies as well as to non-UPC video service companies. Our
Central and Eastern Europe sports channels were launched in the second half of
2000 and also contributed to the increase in revenue. We will deconsolidate our
Poland programming operations upon closure of the recently announced transaction
with Canal+.
In general, programming revenue relates to programming provided to UPC
Distribution. Intercompany revenues are eliminated in our consolidated operating
results. Intercompany revenues for the three months ended June 30, 2001 and 2000
were 20.7 million and 14.2 million, respectively. Intercompany revenues for the
six months ended June 30, 2001 and 2000 were 44.1 million and 26.8 million,
respectively.
ADJUSTED EBITDA
For the three months ended June 30, 2001, Adjusted EBITDA from our
programming business decreased 0.3 million to a negative 25.6 million, from a
negative 25.3 million for the three months ended June 30, 2000. For the six
months ended June 30, 2001, Adjusted EBITDA from our programming business
decreased 5.4 million to a negative 53.1 million, from a negative 47.7 million
for the six months ended June 30, 2000. The decrease in Adjusted EBITDA of
0.3 million and 5.4 million for the three and six months ended June 30, 2001,
respectively, primarily relates to costs related to the development of our pay
tv business and transactional television. In addition, the launch of the sports
channels in Central and Eastern Europe in the second half of 2000 contributed to
the decrease in Adjusted EBITDA. These decreases were partially offset with
improved Adjusted EBITDA of Poland. We will deconsolidate our Poland programming
operations upon closure of the recently announced transaction with Canal+.
CORPORATE, IT AND OTHER
ADJUSTED EBITDA
For the three months ended June 30, 2001, Adjusted EBITDA from corporate, IT
and other decreased 7.0 million to a negative 30.5 million, from a negative
23.5 million for the three months ended June 30, 2000. For the six months ended
June 30, 2001, Adjusted EBITDA from corporate, IT and other decreased
6.9 million to a negative 53.1 million, from a negative 46.2 million for the six
months ended June 30, 2000. Adjusted EBITDA for corporate, IT and other includes
costs of our corporate functions, such as corporate development, investor
relations, finance, legal, regulatory, human resources and marketing. Adjusted
EBITDA for corporate, IT and other also includes costs related to the
development and roll-out of our pan-European financial and customer care
systems. Other costs included in corporate, IT and other include development
costs, such as costs related to the development of our digital set-top computer,
and investigation of new technologies, such as NVOD, voice-over IP telephony and
satellite.
34
DEPRECIATION AND AMORTIZATION
During the three months ended June 30, 2001, our depreciation and
amortization expense increased 101.2 million to 260.4 million from
159.2 million for the three months ended June 30, 2000, a 63.6% increase. During
the six months ended June 30, 2001, our depreciation and amortization expense
increased 215.6 million to 505.5 from 289.9 million for the six months ended
June 30, 2000, a 74.4% increase. Of this increase, approximately 36.4 million
and 58.8 million for the three months and six months, respectively, relates to
increased amortization expense for goodwill created in connection with
acquisitions in 2000. Depreciation expense also increased due to the
acquisitions which closed during 2000, which we have consolidated, as well as
additional depreciation expense on capital expenditures to upgrade the network
in our Western European systems and new-build for developing systems.
IMPAIRMENT CHARGES
During the second quarter of 2001, we identified indicators of possible
impairment of long-lived assets, principally IRU's and related goodwill, within
our CLEC subsidiary, PRIORITY TELECOM. Such indicators included declines in the
market value of publicly traded telecommunications providers and a change,
subsequent to the acquisition of Cignal, in the way that certain assets from the
Cignal acquisition would be used within PRIORITY TELECOM.
Reduced levels of private equity funding activity for CLEC businesses and
plans by us to obtain financing for PRIORITY TELECOM in the second half of 2001
contributed to changes in our strategic plans for how certain assets acquired
through the Cignal transaction would be used within PRIORITY TELECOM. The
changes in strategic plans included a decision to phase-out the legacy
international wholesale voice operations of Cignal. When we and PRIORITY TELECOM
reached agreement to acquire Cignal in the second quarter of 2000, the companies
originally intended to continue the international wholesale voice operations of
Cignal for the foreseeable future. This original plan for the international
wholesale voice operations was considered in the determination of the
consideration to be paid for Cignal and the subsequent allocation of the
purchase price. This allocation was completed by an independent third party in
November 2000. In the second quarter of 2001, using the strategic plan prepared
for the contemplated financing, an impairment assessment test and measurement in
accordance with SFAS 121 was completed, resulting in the recording of a
write-down of tangible assets and related goodwill of 300.0 million.
INTEREST INCOME
During the three months ended June 30, 2001 as compared to the three months
ended June 30, 2000, interest income increased 3.1 million to 11.9 million from
8.8 million, a 35.2% increase. During the six months ended June 30, 2001 as
compared to the six months ended June 30, 2000, interest income increased
5.5 million to 27.6 million from 22.1 million, a 24.9% increase. The increase is
due to a higher average cash balance during the three and six months ended
June 30, 2001, mainly resulting from our drawdown of the UPC Bridge Facility and
the preference shares issuance in December 2000, and from the proceeds of our
Exchangeable Loan in May 2001.
INTEREST EXPENSE
During the three months ended June 30, 2001 as compared to the three months
ended June 30, 2000, interest expense increased 79.8 million to 247.1 million
from 167.3 million, a 47.7% increase. During the six months ended June 30, 2001
as compared to the six months ended June 30, 2000, interest expense increased
157.6 million to 465.3 million from 307.7 million, a 51.2% increase. The
increase in 2001 is primarily due to our borrowings under the UPC Distribution
Bank Facility and the
35
UPC Bridge Facility. A significant amount of our interest expense in 2001
relates to accretion on our discount notes, which is not currently cash pay.
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
--------------------- -------------------
2001 2000 2001 2000
--------- --------- -------- --------
(IN THOUSANDS OF EUROS)
Cash Current Pay:
Bank............................................... (83,571) (27,886) (158,089) (39,672)
Senior Notes....................................... (72,917) (64,408) (145,067) (136,245)
Other.............................................. - (12,642) - (13,391)
-------- -------- -------- --------
(156,488) (104,936) (303,156) (189,308)
======== ======== ======== ========
Non-Cash Accretion:
Discount Notes..................................... (68,170) (55,657) (131,071) (104,946)
Exchangeable Loan.................................. (5,179) - (5,179) -
Redeemed DIC Loan.................................. - (2,161) - (5,253)
New DIC Loan....................................... (169) - (338) -
Deferred Financing................................. (17,096) (4,535) (25,577) (8,175)
-------- -------- -------- --------
(90,614) (62,353) (162,165) (118,374)
-------- -------- -------- --------
Total Interest Expense............................... (247,102) (167,289) (465,321) (307,682)
======== ======== ======== ========
FOREIGN EXCHANGE GAIN (LOSS) AND OTHER INCOME (EXPENSE)
The net loss from foreign exchange gain (loss) and other income (expense)
increased 19.7 million from a loss of 63.7 million for the three months ended
June 30, 2001, compared to a loss of 44.0 million for the three months ended
June 30, 2000. During the six months ended June 30, 2001 as compared to the six
months ended June 30, 2000, the net loss from foreign exchange gain (loss) and
other income (expense) decreased 5.2 million to a loss of 118.8 million from a
loss of 124.0 million. The increase for the three month period ended June 30,
2001, is mainly due to an increase in foreign exchange losses of 17.1 million
and a loss of 5.1 million relating to the valuation of the derivative assets in
connection with the adoption of SFAS 133. The decrease for the six months period
ended June 30, 2001, is to due a gain of 46.1 million relating to the valuation
of the derivative assets in connection with the adoption of SFAS 133, which was
partially offset by an increase in foreign exchange losses of 35.0 million from
the increased value of the US dollar against the Euro.
CUMULATIVE EFFECT OF ACCOUNTING CHANGE
Effective January 1, 2001, we adopted Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative and Hedging Activities"
("SFAS 133"), which establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts and for hedging activities. All derivatives, whether designated
in hedging relationships or not, are required to be recorded on the balance
sheet at fair value. The adoption of SFAS 133 on January 1, 2001, resulted in a
cumulative increase to income of 35.3 million and a cumulative increase to Other
Comprehensive Income ("OCI") of 36.7 million. The increase to income was
attributable to a loss of approximately 36.7 million reclassified from OCI for
the value of certain warrants held by the Company which are derivatives and are
not designated as a hedging instrument, and income of approximately
72.0 million related to gains associated with the cross currency swaps which are
held by the Company which do not qualify as hedging instruments as defined by
SFAS 133. We use derivative instruments to manage exposures to foreign currency
and interest rate risks.
36
SHARE IN RESULTS OF AFFILIATED COMPANIES, NET
For the three months ended June 30, 2001, our share in net losses of
affiliated companies increased 6.2 million to 16.0 million, from 9.8 million for
the three months ended June 30, 2000, a 63.3% increase. During the six months
ended June 30, 2001, as compared to the six months ended June 30, 2000, our
share in net losses of affiliated companies increased 31.0 million to
62.1 million, from 31.1 million for the six months ended June 30, 2000, a 99.7%
increase. The increase for both the three and six months ended June 30, 2001,
was primarily due to increased losses from our investments in SBS, Primacom and
Tevel.
STATEMENTS OF CASH FLOWS
We had cash and cash equivalents of 1,092.4 million as of June 30, 2001, an
increase of 530.2 million from 562.2 million as of June 30, 2000.
CASH FLOWS FROM OPERATING ACTIVITIES
During the six months ended June 30, 2001, net cash flow used in operating
activities was 585.8 million compared to a use of 233.5 million for the
comparable period in 2000. This increase in cashflow used for operating
activities was primarily related to continued costs incurred for the development
and introduction of our new services, as well as an unwind of our current
liabilities.
CASH FLOWS FROM INVESTING ACTIVITIES
We used 436.7 million of net cash flow in investing activities during the
six months ended June 30, 2001, compared to 2,264.2 million for the six months
ended June 30, 2000. During the period ended June 30, 2001 we acquired Alkmaar
for 22.9 million, net of cash acquired and made a net investment in affiliates
of 23.9 million. Capital expenditures represented 386.2 million, excluding
approximately 16.1 million relating to increased inventory, that once placed in
service will be transferred to property, plant and equipment.
During the six months ended June 30, 2000, cash was used principally for
acquisitions, including K&T, for 1,046.3 million, net of cash acquired, UPC
Magyaroszag for 63.9 million, net of cash acquired, Tebecai for 62.2 million,
net of cash acquired, Haarlem for 62.2 million, net of cash acquired and other
acquisitions totaling 122.3 million, net of cash acquired. Capital expenditures
represented 551.7 million. During this period we made a net investment in
affiliates of 311.0 million, including our acquisitions of an additional 10.5%
interest in SBS for 162.5 million, shares in PrimaCom for 123.6 million and
other investments in affiliates of 24.9 million. We also made a net investment
in securities of 44.5 million.
CASH FLOWS FROM FINANCING ACTIVITIES
We had 523.6 million of cash flows from financing activities during the six
months ended June 30, 2001, compared to 2,034.5 million for six months ended
June 30, 2000. The principal source of cash was a 6% Exchangeable Loan from
Liberty amounting to 1,000 million and a drawdown of 300.0 million from the UPC
Distribution Bank Facility. We paid down the UPC Bridge Facility of
750.0 million and 30.0 million of various long and short-term debt facilities.
The principal source of cash for the six months ended June 30, 2000, was net
proceeds from our senior notes and discount notes offering in January 2000 of
1,594.2 million. Additional sources of cash were from long-term and short-term
borrowings of 358.1 million and 572.1 million, respectively. Long-term
borrowings included borrowings under the UPC Senior Credit Facility of
200.0 million, 148.0 million under the France Facility and other borrowings of
10.1 million. We used proceeds of 231.4 million from the New A2000 Facility to
pay off the existing A2000 Facilities. We had additional proceeds from
short-term debt of 340.7 million, including 32.9 million from the GelreVision
facility and
37
300.0 million from the UPC Bridge Loan. We paid down other long-term and
short-term loans of 200.2 million. During the six months ended June 30, 2000 we
incurred deferred financing costs of 58.4 million.
CONSOLIDATED CAPITAL EXPENDITURES
Since 1995, we have been upgrading our existing cable television system
infrastructure and constructing our new-build infrastructure with two-way high
capacity technology to support digital video, telephony and internet/data
services. Capital expenditures for the upgrade and new-build construction can be
reduced at our discretion, although such reductions require lead-time in order
to complete work-in-progress and can result in higher total costs of
construction.
In addition to the network infrastructure and related equipment and capital
resources described above, development of our newer businesses, CHELLO
BROADBAND, PRIORITY TELECOM, our digital distribution platform and DTH,
including expansion into Central Europe, construction and development of our
pan-European distribution and programming facilities, including our origination
facility, network operating center and related support systems and equipment
require capital expenditures.
LIQUIDITY AND CAPITAL RESOURCES
Historically, we have financed our operations and acquisitions primarily
from:
- cash contributed by United upon our formation,
- debt financed at the UPC corporate level and project debt financed at the
operating company level,
- equity raised in our initial public offering, secondary offering and
private offering of convertible preference shares,
- debt raised in our July 1999, October 1999 and January 2000 offering of
senior notes and senior discount notes,
- proceeds from our May 2001 Exchangeable Loan, and
- operating cash flow.
Our distribution division has historically been funded by bank loans and
will continue to be in the future, primarily from the UPC Distribution Bank
Facility. Our service divisions, including CHELLO BROADBAND, programming and
PRIORITY TELECOM have been funded through proceeds from our equity and debt
offerings.
RESTRICTIONS UNDER OUR JULY 1999, OCTOBER 1999 AND JANUARY 2000 INDENTURES
Our activities are restricted by the covenants of our indentures dated
July 30, October 29, 1999 and January 20, 2000, under which senior notes and
senior discount notes were issued. Among other things, our indentures place
certain limitations on our ability, and the ability of our subsidiaries, to
borrow money, pay dividends or repurchase stock, make investments, create
certain liens, engage in certain transactions with affiliates, and sell certain
assets or merge with or into other companies.
Under the terms of our indentures, as we raise additional paid-in equity, we
are permitted to incur additional debt.
RESTRICTIONS UNDER UNITED INDENTURES
As a subsidiary of United, our activities are restricted by the covenants in
United's indentures dated February 5, 1998 and April 29, 1999. Among other
things, the United indentures place certain
38
limitations on our ability, and the ability of our subsidiaries, to borrow
money, pay dividends or repurchase stock, make investments, create certain
liens, engage in certain transactions with affiliates, and sell certain assets
or merge with or into other companies. The United indentures generally place
limitations on the additional amount of debt that we or our subsidiaries or
controlled affiliates may borrow, preferred shares that they or we may issue,
and the amount and type of investments we may make.
AMSTERDAM EXCHANGE--NEGATIVE EQUITY
Our shares trade on both the Nasdaq National Stock Market and the Euronext
Amsterdam ("Euronext"). Under one of the Euronext's policies, developed under
its listing rules, companies with a negative equity book value are classified in
a specific trading category, the "strafbankje". We expect to have negative
equity during the second half of 2001 unless transactions take place to increase
our equity base. Classification in the "strafbankje" may ultimately result in
our exclusion from the Euronext index.
SOURCES OF CAPITAL
We had 1,092.4 million of unrestricted cash and cash equivalents on hand as
of June 30, 2001. In addition, we had borrowing capacity at the corporate level.
In 2000, we raised approximately 7.6 billion, and gained access to an additional
2.8 billion from a combination of banks, bonds and equity markets. We intend to
continue to access these sources of capital, as well as other less traditional
sources including vendor financing, equity partners, and leasing structures. We
may also obtain funds from strategic partnerships and the sale of assets. We
believe our access to sources of capital will be sufficient to satisfy future
cash requirements into the second quarter of 2003, although there can be no
assurance that this will be the case.
On January 20, 2000, we closed an offering of our 11 1/2% senior notes due
2010; our 11 1/4% senior notes due 2010 and our 13 3/4% senior discount notes
due 2010. The offering generated gross proceeds of approximately 1.6 billion.
Proceeds from this bond offering were used for working capital and other general
corporate purposes, including acquisitions of businesses and possible
investments.
In January 2000, UPC Nederland (A2000), refinanced its existing bank
facilities with a one year term-loan bridge facility of 231.4 million and a one
year revolving credit bridge facility of 49.9 million, subject to certain
availability covenants. In October 2000, we repaid this facility with the
proceeds from the UPC Distribution Bank Facility.
At the end of March 2000 a fully committed 2.0 billion stand-by revolving
credit facility was provided. UPC and certain subsidiaries guarantee the
facility. We repaid the 750 million borrowed on this facility in May 2001 with
the proceeds of the Exchangeable Loan.
On April 7, 2000, Mediareseaux refinanced its existing debt and the existing
debt of Videopole and RCF with a 250 million bridge facility. The refinancing of
the Rhone Vision Cable Credit Facility with this facility was completed in the
fourth quarter of 2000. In October 2000, we repaid this facility with the
proceeds from the UPC Distribution Bank Facility.
In connection with the Eneco K&T acquisition, UPC Nederland received a
short-term bridge loan of 500 million secured with guarantees of certain of our
Dutch assets. Drawdowns of the UPC Bridge Loan refinanced certain existing
inter-company loans from UPC N.V. In October 2000, we repaid this facility with
the proceeds from the UPC Distribution Bank Facility.
In October 2000, we closed a 4.0 billion operating and term loan facility
("The UPC Distribution Bank Facility"). The facility is guaranteed by existing
cable operating companies, excluding Polish and German operations. The UPC
Distribution Bank Facility bears interest at EURIBOR +0.75%-4.0% depending on
certain leverage ratios, and we pay an annual commitment fee of 0.5% over the
undrawn
39
amount. The facility was widely syndicated to a group of more then 50 European
and American (Banking) institutions. A first drawing was made in October 2000,
to refinance existing operating company bank debt totaling 2.0 billion. The UPC
Distribution Bank Facility will finance further digital rollout and triple play
by our existing cable companies, excluding Polish and German operations, subject
to availability. Additional availability is linked to certain performance tests.
We believe that additional availability by the end of 2001 will increase to a
level equal to approximately one-half of the undrawn amount under this facility
at the end of 2000. The facility also contains certain leverage and revenue
covenants. Principal repayment will begin in 2004. The facility reaches final
maturity in 2009. At June 30, 2001, 2.7 billion was outstanding under this
facility. The facility is structured in different tranches, with one tranche
denominated in dollars for the amount of USD 347.5 million. Concurrent with the
closing, we entered into cross currency and interest rate swaps, pursuant to
which a USD 240.0 million obligation under the UPC Distribution Bank Facility
was effectively changed into a 286.0 million obligation until November 29, 2002.
In addition, we entered into an interest rate swap in respect of 1,725 million
to fix the EURIBOR portion of the interest calculation at 4.65% for a period
ending August 30, 2002. Subsequent to June 30, 2001, we entered into a cross
currency swap, pursuant to which a USD 107.5 million obligation was effectively
changed into a Euro obligation. Effectively the entire USD tranche has been
swapped to Euros.
In December 2000, we sold 1.43 billion worth of convertible preference
shares and warrants for cash, to a group of investors, including United.
In May 2001, we completed the placement with Liberty of USD 1.2 billion 6%
Guaranteed Discount Notes due 2007 ("the Exchangeable Loan"), receiving proceeds
of USD 856.8 million (Euro 1.0 billion). Liberty has the right to exchange the
notes, which were issued by a wholly-owned subsidiary of UPC, into ordinary
shares of UPC under certain circumstances at USD 6.85 per share after May 29,
2002. The Exchangeable Loan is expected to be transferred to United as a part of
a transaction between Liberty and United, which is expected to close promptly
after approval by United shareholders during the fourth quarter of 2001.
CERTAIN DUTCH TAX ISSUES
One of our Dutch systems was assessed for a transfer tax on immovable
property in the amount of Euro 0.8 million for the purchase of a cable network.
We have always regarded our cable networks as movable property and not subject
to such transfer tax. We are appealing this tax assessment. Should we be
unsuccessful, our Dutch systems may be assessed for taxes on similar
transactions. We cannot predict the extent to which the taxes could be assessed
retroactively or the amount of tax that our systems may be assessed for,
although it may be substantial, being 6% of the value attributable to our
systems at the date of transfer. Because we own 100% of UPC Nederland, any tax
liabilities assessed against our Dutch systems will be consolidated with our
results. We believe that, if our appeal is unsuccessful, most cable television
companies and other utilities in The Netherlands would become subject to similar
tax liabilities. If this happens, we expect these entities would lobby the Dutch
tax authorities with us against such tax assessments. We cannot assure that such
lobbying would be successful.
In October 1999, the Dutch tax authorities issued an assessment on the 1995
tax return of one of our subsidiaries. The assessment, on a taxable amount of
approximately 36.3 million, resulted in a tax payable of approximately
12.7 million. The Dutch tax authorities indicated that this assessment was
issued to reserve the rights of the Dutch tax authorities pending expiration of
time under the statute of limitations. The assessment does not express an
opinion of the Dutch tax authorities on the taxes due and is still subject to
discussion. We filed an appeal against the assessment to defend our tax filing
position.
40
INFLATION AND FOREIGN CURRENCY EXCHANGE RATE LOSSES
To date, we have not been impacted materially by inflation.
The value of our monetary assets and liabilities is affected by fluctuations
in foreign currency exchange rates as accounts payable for certain equipment
purchases and certain operating expenses, such as DTH and programming expenses,
are denominated in currencies other than the functional currency of the entity
making such payments. We and some of our operating companies have notes payable
and notes receivable that are denominated in, and loans payable that are linked
to, a currency other than their own functional currency, exposing us to foreign
currency exchange risks on these monetary assets and liabilities. Historically,
our operating companies and we have not hedged our exposure to foreign currency
exchange rate operating risks. Accordingly, from time to time, we will
experience economic loss and a negative impact on earnings and equity with
respect to our holdings solely as a result of foreign currency exchange rate
fluctuations. Occasionally we will execute hedge transactions to reduce our
exposure to foreign currency exchange rate risk. In connection with our
offerings of senior notes in July 1999, October 1999, January 2000 and the UPC
Distribution Bank Facility, we entered into cross-currency swap agreements,
exchanging dollar-denominated debt for Euro denominated debt.
The functional currency for our operations generally is the applicable local
currency for each operating company. We have consolidated operations in
countries outside of the European Monetary Union including Norway, Sweden,
Poland, Hungary, Romania, the Czech Republic and the Slovak Republic and
operations which report in US dollars. Assets and liabilities of foreign
subsidiaries are translated at the exchange rates in effect at period-end, and
the statements of operations are translated at the average exchange rates during
the period. Exchange rate fluctuations on translating foreign currency financial
statements into Euros result in unrealized gains or losses referred to as
translation adjustments. Cumulative translation adjustments are recorded as a
separate component of shareholders' equity. Transactions denominated in
currencies other than the local currency are recorded based on exchange rates at
the time such transactions arise. Subsequent changes in exchange rates result in
transaction gains and losses which are reflected in income as unrealized, based
on period-end translations, or realized upon settlement of the transactions.
Cash flows from our operations in foreign countries are translated based on
their reporting currencies. As a result, amounts related to assets and
liabilities reported on the consolidated statements of cash flows will not agree
with changes in the corresponding balances on the consolidated balance sheets.
The effects of exchange rate changes on cash balances held in foreign currencies
are reported as a separate line below cash flows from financing activities.
EUROPEAN ECONOMIC AND MONETARY UNION
On January 1, 1999, eleven of the fifteen member countries of the European
Union established fixed conversion rates between their existing sovereign
currencies and the Euro. The participating countries adopted the Euro as their
common legal currency on that day. The Euro trades on currency exchanges and is
available for non-cash transactions during the transition period between
January 1, 1999 and January 1, 2002. During this transition period, the existing
currencies are scheduled to remain legal tender in the participating countries
as denominations of the Euro and public and private parties may pay for goods
and services using either the Euro or the participating countries' existing
currencies.
During the transition period, within countries who have adopted the Euro,
all operating companies' billing systems will include amounts in Euro as well as
the respective country's existing currency. We do not expect the introduction of
the Euro to affect materially our cable television and other operations.
41
ITEM 3--QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
INVESTMENT PORTFOLIO
As of June 30, 2001, we have cash and cash equivalents of approximately
1,092.4 million. We have invested this cash in highly liquid instruments, which
meet high credit quality standards with original maturities at the date of
purchase of less than three months. These investments will be subject to
interest rate risk and foreign exchange fluctuations (with respect to amounts
invested in currencies outside the European Monetary Union) however, the Company
does not expect any material losses with respect to its investment portfolio.
IMPACT OF FOREIGN CURRENCY RATE CHANGES
We are exposed to foreign exchange rate fluctuations related to our monetary
assets and liabilities, including those of our operating subsidiaries, which are
denominated in currencies outside of the European Monetary Union. Our exposure
to foreign exchange rate fluctuations also arises from intercompany charges.
The table below provides information about UPC's and its consolidated
subsidiaries' foreign currency exchange risk for debt which is denominated in
foreign currencies outside of the European Monetary Union as of June 30, 2001,
including cash flows based on the expected repayment date and related
weighted-average interest rates for debt. The information is presented in Euro
equivalents, which is the Company's reporting currency. The instruments' actual
cash flows are denominated in US Dollars.
42
AMOUNT OUTSTANDING EXPECTED REPAYMENT
AS OF JUNE 30, 2001 AS OF DECEMBER 31,
----------------------- ----------------------------------------------------
BOOK VALUE FAIR VALUE 2001 2002 2003 2004 2005
---------- ---------- -------- -------- -------- -------- --------
(IN THOUSANDS OF EUROS)
DOLLAR DENOMINATED FACILITIES
UPC SENIOR DISCOUNT NOTES DUE 2009.... 596,612 126,729 - - - - -
UPC SENIOR DISCOUNT NOTES DUE 2009.... 366,331 77,814 - - - - -
UPC SENIOR DISCOUNT NOTES DUE 2010.... 733,039 147,058 - - - - -
UPC SENIOR NOTES DUE 2010............. 703,473 307,157 - - - - -
UPC DISTRIBUTION BANK FACILITY USD
TRANCHE............................. 107,500 107,500 - - - 1,075 1,075
PCI NOTES............................. 17,122 17,122 - - 17,122 - -
@ENTERTAINMENT 1998 SENIOR DISCOUNT
NOTES............................... 183,738 56,375 - - - - -
@ENTERTAINMENT 1999 SENIOR DISCOUNT
NOTES............................... 164,612 50,506 - - - - -
@ENTERTAINMENT 1999 SERIES C SENIOR
DISCOUNT NOTES...................... 18,125 7,877 - - - - -
EXCHANGEABLE LOAN..................... 1,016,257 1,016,257 - - - - -
Occasionally we will execute hedge transactions to reduce our exposure to
foreign currency exchange rate risk. In connection with our offerings of senior
notes in July 1999, October 1999, January 2000 and the UPC Distribution Bank
Facility, we entered into cross-currency swap agreements, exchanging
dollar-denominated debt for Euro denominated debt.
INTEREST RATE SENSITIVITY
The table below provides information about our financial instruments that
are sensitive to changes in interest rates as of June 30, 2001, including cash
flows based on the expected repayment dates and
43
the related weighted -average interest rates. The information is presented in
Euro equivalents, as the Euro is our reporting currency.
AMOUNT OUTSTANDING EXPECTED REPAYMENT
AS OF JUNE 30, 2001 AS OF DECEMBER 31,
----------------------- ----------------------------------------------------
BOOK VALUE FAIR VALUE 2001 2002 2003 2004 2005
---------- ---------- -------- -------- -------- -------- --------
(IN THOUSANDS OF EUROS)
VARIABLE RATE FACILITIES
UPC 10.875% SENIOR NOTES DUE
2009........................... 944,064 401,066 - - - - -
EURIBOR + 4.15% and 8.54%,
average rate in 2001 of
8.84% and 8.54%
Average interest rate.......... 10.875% 35.09%
UPC 10.875% SENIOR NOTES DUE
2007........................... 236,014 103,051 - - - - -
EURIBOR + 4.8% and 9.92%,
average rate in 2001 of
9.73% and 9.92%
Average interest rate.......... 10.875% 37.47%
UPC 11.25% SENIOR NOTES DUE
2009........................... 295,551 127,302 - - - - -
EURIBOR + 4.8% and 9.92%,
average rate in 2001 of
9.73% and 9.92%
Average interest rate.......... 11.25% 35.14%
UPC DISTRIBUTION BANK
FACILITY(1).................... 2,718,026 2,718,026 - - - 343,458 745,308
EURIBOR/USD LIBOR + 0.75%-4%,
Average interest rate....... 8.09% 8.09%
------------------------
(1) We entered into an interest rate swap in respect of 1,725 million of the
principal amount of the advances under the UPC Distribution Bank Facility to
fix the EURIBOR portion of the interest rate calculation at 4.65% for a
period ending August 2, 2002.
44
AMOUNT OUTSTANDING EXPECTED RAPAYMENT
AS OF JUNE 30, 2001 AS OF DECEMBER 31,
----------------------- ----------------------------------------------------
BOOK VALUE FAIR VALUE 2001 2002 2003 2004 2005
---------- ---------- -------- -------- -------- -------- --------
(IN THOUSANDS OF EUROS)
FIXED RATE FACILITIES
UPC SENIOR NOTES DUE 2009...... 300,000 108,000 - - - - -
Average interest rate........ 10.875% 19.54%
UPC SENIOR DISCOUNT NOTES DUE
2009......................... 596,612 126,729 - - - - -
Average interest rate........ 12.5% 35.09%
UPC SENIOR DISCOUNT NOTES DUE
2009......................... 366,331 77,814 - - - - -
Average interest rate........ 13.375% 34.16%
UPC SENIOR DISCOUNT NOTES DUE
2009......................... 124,115 21,720 - - - - -
Average interest rate........ 13.375% 22.16%
UPC SENIOR NOTES DUE 2007...... 100,000 37,500 - - - - -
Average interest rate........ 10.875% 19.59%
UPC SENIOR NOTES DUE 2009...... 100,379 36,638 - - - - -
Average interest rate........ 11.25% 19.74%
UPC SENIOR DISCOUNT NOTES DUE
2010......................... 733,039 147,058 - - - - -
Average interest rate........ 13.75% 34.07%
UPC SENIOR NOTES DUE 2010...... 351,779 153,597 - - - - -
Average interest rate........ 11.50% 18.82%
UPC SENIOR NOTES DUE 2010...... 703,473 307,157 - - - - -
Average interest rate........ 11.25% 34.45%
UPC SENIOR NOTES DUE 2009...... 198,719 73,526 - - - - -
Average interest rate........ 11.25% 19.12%
PCI NOTES...................... 17,122 17,122 - - 17,122 - -
Average interest rate........ 9.875% 9.875%
@ENTERTAINMENT 1998 SENIOR
DISCOUNT NOTES............... 183,738 56,375 - - - - -
Average interest rate........ 14.5% 24.73%
@ENTERTAINMENT 1999 SENIOR
DISCOUNT NOTES............... 164,612 50,506 - - - - -
Average interest rate........ 14.5% 24.73%
@ENTERTAINMENT 1999 SERIES C
SENIOR DISCOUNT NOTES........ 18,125 7,877 - - - - -
Average interest rate........ 7% 32.0%
DIC LOAN....................... 53,424 53,424 - 53,424 - - -
Average interest rate........ 10.0% 10.0%
EXCHANGEABLE LOAN.............. 1,016,257 1,016,257 - - - - -
Average Interest rate........ 6.0% 6.0%
EQUITY PRICES
As of June 30, 2001, we are exposed to equity price fluctuations related to
our investment in equity securities. Our investment in United is classified as
available for sale. Changes in the price of the stock are reflected as
unrealized gains (losses) in our statement of shareholders' equity, until such
45
time as the stock is sold and any unrealized gain (loss) will be reflected in
the statement of operations. Our investments in PrimaCom and SBS are accounted
for under the equity method of accounting.
FAIR VALUE AS OF
NUMBER OF SHARES JUNE 30, 2001
---------------- ----------------
(STATED IN THOUSANDS OF EUROS,
EXCEPT SHARE AMOUNTS)
United...................................................... 5,569,240 56,849
PrimaCom AG................................................. 4,948,039 46,017
SBS......................................................... 6,000,000 182,322
Terayon(1).................................................. 2,000,000 1,267
------------------------
(1) Represents warrants to acquire shares. Fair value based on Black--Scholes
model as of June 30, 2001.
As of June 30, 2001, we are also exposed to equity price fluctuations
related to our debt which is convertible into our ordinary shares. The table
below provides information about our convertible debt, including expected cash
flows and related weighted-average interest rates.
EXPECTED
AMOUNT OUTSTANDING REPAYMENT
AS OF JUNE 30, 2001 AS OF DECEMBER 31,
----------------------- -------------------
CONVERTIBLE DEBT BOOK VALUE FAIR VALUE 2001 2002
---------------- ---------- ---------- -------- --------
(EUROS, THOUSANDS)
DIC Loan................................................ 53,424 53,424 - 53,424
10% per annum
46
PART II--OTHER INFORMATION
ITEM 4--SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Our 2001 Annual Meeting of Shareholders took place on May 17, 2001. In
addition to electing three new members to our Supervisory Board, shareholders
also voted upon the following matters:
- To adopt the Annual Accounts of the Company for the fiscal year ended
December 31, 2000;
- To grant discharge to the members of the Supervisory Board and the Board
of Management from liability in respect of the exercise of their duties
during the fiscal year ended December 31, 2000;
- To grant authority to the Board of Management to repurchase up to 10% of
the Company's outstanding share capital for a period of 18 months (until
November 17, 2002);
- To appoint the firm Andersen as independent auditors;
- To amend the Articles of Association of the Company to, INTER ALIA,
increase the Company's authorized share capital by an additional
300,000,000 of ordinary shares A.
With respect to each matter voted upon at the annual meeting, a majority of
the votes cast by shareholders were in cast in favour of such proposal.
47
ITEM 5--OTHER INFORMATION
The operating data set forth below reflect the aggregate statistics of the
operating systems in which the Company has an ownership interest.
AS AT JUNE 30, 2001
------------------------------------------------------------------------------------------------------------
DIRECT
UPC HOMES IN TWO WAY TO
PAID-IN SERVICE HOMES HOMES BASIC BASIC HOME DIGITAL
OWNERSHIP AREA PASSED PASSED(1) SUBSCRIBERS PENETRATION (DTH) SUBSCRIBERS
----------------- ---------- ---------- --------- ----------- ----------- -------- -----------
MULTI-CHANNEL TV:
CONSOLIDATED
COMPANIES:
Norway............... 100.0% 529,000 475,400 150,200 331,500 69.7% - -
Sweden............... 100.0% 770,000 421,600 241,700 258,600 61.3% - -
Belgium.............. 100.0% 530,000 152,100 152,100 123,600 81.3% - -
France............... 92.0% 2,653,200 1,267,900 485,400 417,600 32.9% - 8,600
The Netherlands...... 100.0% 2,580,600 2,467,400 2,041,400 2,288,200 92.7% - 33,100
The Netherlands
(Alkmaar).......... 100.0% 47,700 44,800 44,800 40,200 89.8% - 400
Austria.............. 95.0% 1,081,400 922,700 919,400 493,000 53.4% - -
Germany (EWT/TSS).... 51.0% 712,200 712,200 4,000 588,900 74.6% - -
Poland............... 100.0% 1,950,000 1,851,800 181,000 1,022,800 55.2% 385,800 -
Hungary.............. 98.9-100.0% 1,001,100 900,400 315,500 643,800 71.5% 45,600 -
Czech Republic....... 99.9-100.0% 913,000 786,400 179,300 362,400 47.3% 41,300 -
Romania.............. 51.0-70.0% 648,500 450,700 - 288,800 64.1% - -
Slovak Republic...... 95.0-100.0% 517,800 371,700 17,300 312,800 84.1% 13,600 -
---------- ---------- --------- --------- ------- ------
Total
consolidated..... 13,934,500 10,825,100 4,732,100 7,172,200 486,300 42,100
========== ========== ========= ========= ======= ======
NON-CONSOLIDATED
COMPANIES:
Germany
(Primacom)(2)...... 25.0% 1,924,300 1,924,300 418,000 1,304,900 67.8% - 6,000
Israel............... 46.6% 660,000 652,100 405,000 434,300 66.6% - -
Malta................ 50.0% 184,500 181,000 35,000 86,200 47.6% - -
---------- ---------- --------- --------- ------- ------
Total non-
consolidated..... 2,768,800 2,757,400 858,000 1,825,400 - 6,000
========== ========== ========= ========= ======= ======
Total.............. 16,703,300 13,582,500 5,590,100 8,997,600 486,300 48,100
========== ========== ========= ========= ======= ======
48
SUMMARY OPERATING DATA 2001 (CONTINUED)
AS AT JUNE 30, 2001
---------------------------------------------
UPC
PAID-IN SUBSCRIBERS LINES
OWNERSHIP RESIDENTIAL RESIDENTIAL
----------------- ----------- -----------
CABLE TELEPHONY
CONSOLIDATED COMPANIES:
Norway..................................................... 100.0% 17,500 19,000
France..................................................... 92.0% 55,000 57,500
The Netherlands............................................ 100.0% 154,200 192,500
Austria.................................................... 95.0% 122,600 123,700
Germany--EWT/TSS........................................... 51.0% 100 100
------- -------
Total cable telephony.................................... 349,400 392,800
======= =======
NON-CABLE TELEPHONY
CONSOLIDATED COMPANIES:
Czech Republic(3).......................................... 99.9-100.0% 3,500 3,500
Hungary(3)................................................. 98.9-100.0% 68,100 73,400
------- -------
Total non-cable telephony................................ 71,600 76,900
------- -------
Total.................................................... 421,000 469,700
======= =======
SUMMARY OPERATING DATA 2001 (CONTINUED)
AS AT JUNE 30, 2001
---------------------------------------------------------------------
3RD PARTY DATA
UPC SUBSCRIBERS ISP SUBSCRIBERS(4) OVER SATELLITE
PAID-IN ----------- ------------------ --------------
OWNERSHIP RESIDENTIAL RESIDENTIAL RESIDENTIAL
----------------- ----------- ------------------ --------------
INTERNET
CONSOLIDATED COMPANIES:
Norway................................... 100.0% 20,500 - -
Sweden................................... 100.0% 40,400 - -
Belgium.................................. 100.0% 18,800 - -
France................................... 92.0% 18,500 - -
The Netherlands.......................... 100.0% 191,200 17,300 -
The Netherlands (Alkmaar)................ 100.0% - 3,400 -
Austria.................................. 95.0% 122,300 - -
Germany (EWT/TSS)........................ 51.0% - 100 -
Poland................................... 100.0% 4,400 - 200
Hungary.................................. 98.9-100.0% 5,600 2,200 -
Czech Republic........................... 99.9-100.0% - 3,300 -
------- ------ ---
Total consolidated..................... 421,700 26,300 200
======= ====== ===
NON-CONSOLIDATED COMPANIES:
Germany (Primacom)(2).................... 25.0% 5,400 18,900 -
Malta.................................... 50.0% - 4,900 -
------- ------ ---
Total non-consolidated................. 5,400 23,800 -
======= ====== ===
Total.................................... 427,100 50,100 200
======= ====== ===
49
SUMMARY OPERATING DATA 2000
The operating data set forth below reflects the aggregate statistics of the
operating systems in which the Company has an ownership interest.
AS AT JUNE 30, 2000
----------------------------------------------------------------------------------------------
UPC HOMES IN TWO WAY DIRECT
PAID-IN SERVICE HOMES HOMES BASIC BASIC TO HOME
OWNERSHIP AREA PASSED PASSED(1) SUBSCRIBERS PENETRATION (DTH)
----------------- ---------- ---------- --------- ----------- ----------- --------
MULTI-CHANNEL TV:
CONSOLIDATED COMPANIES:
Norway............... 100.0% 529,000 469,200 84,500 330,300 70.4% -
Sweden............... 100.0% 770,000 421,600 228,200 248,700 59.0% -
Belgium.............. 100.0% 530,000 152,100 152,100 123,500 81.2% -
France............... 92.0% 2,460,400 1,111,500 230,500 381,500 34.3% -
The Netherlands...... 100.0% 2,541,700 2,431,900 1,953,900 2,253,200 92.7% -
Austria.............. 95.0% 1,080,900 910,500 867,300 478,500 52.6% -
Poland............... 100.0% 1,950,000 1,793,400 - 1,038,300 57.9% 378,200
Hungary.............. 98.9-100.0% 1,001,100 775,600 216,400 569,100 73.4% -
Czech Republic....... 99.9-100.0% 868,800 777,400 17,700 356,600 45.9% -
Romania.............. 51.0-70.0% 509,300 395,900 - 260,300 65.7% -
Slovak Republic...... 95.0-100.0% 417,800 295,900 - 244,300 82.6% -
---------- ---------- --------- --------- -------
Total
consolidated..... 12,659,000 9,535,000 3,750,600 6,284,300 378,200
========== ========== ========= ========= =======
NON-CONSOLIDATED COMPANIES:
Germany (Primacom)(5).. 25.1% 1,422,800 1,422,800 30,500 919,600 64.6% -
Israel................. 46.6% 660,000 623,300 388,700 437,300 70.2% -
Malta.................. 50.0% 177,000 176,000 - 79,400 45.1% -
---------- ---------- --------- --------- -------
Total
non-consolidated... 2,259,800 2,222,100 419,200 1,436,300 -
========== ========== ========= ========= =======
Total................ 14,918,800 11,757,100 4,169,800 7,720,600 378,200
========== ========== ========= ========= =======
50
SUMMARY OPERATING DATA 2000 (CONTINUED)
AS AT JUNE 30, 2000
---------------------------------------------------------------
UPC SUBSCRIBERS LINES
PAID-IN ------------------------ ------------------------
OWNERSHIP RESIDENTIAL BUSINESSES RESIDENTIAL BUSINESSES
--------- ----------- ---------- ----------- ----------
CABLE TELEPHONY
CONSOLIDATED COMPANIES:
Norway.................................. 100.0% 7,800 100 8,600 3,000
France.................................. 92.0% 24,200 - 24,900 500
The Netherlands......................... 100.0% 101,200 200 119,700 13,000
Austria................................. 95.0% 67,300 1,100 68,800 3,100
------- ------- ------- ------
Total cable telephony................. 200,500 1,400 222,000 19,600
======= ======= ======= ======
NON-CABLE TELEPHONY
CONSOLIDATED COMPANIES:
The Netherlands(6)...................... 80.0% 28,800 8,300 - -
Mundi Telecom........................... 51.0% 3,500 2,900 - -
Czech Republic(3)....................... 100.0% 3,600 - 3,600 -
Hungary (Monor)(3)...................... 98.7% 65,100 3,400 67,200 6,600
------- ------- ------- ------
Total non-cable telephony............. 101,000 14,600 70,800 6,600
------- ------- ------- ------
Total................................. 301,500 16,000 292,800 26,200
======= ======= ======= ======
AS AT JUNE 30, 2000
---------------------------------------------------------------
3RD PARTY
UPC SUBSCRIBERS ISP SUBSCRIBERS(4)
PAID-IN ------------------------ ------------------------
OWNERSHIP RESIDENTIAL BUSINESSES RESIDENTIAL BUSINESSES
--------- ----------- ---------- ----------- ----------
INTERNET
CONSOLIDATED COMPANIES:
Norway.................................. 100.0% 7,000 200 - -
Sweden.................................. 100.0% 18,500 - - -
Belgium................................. 100.0% 11,500 - - -
France.................................. 92.0% 7,000 - - -
The Netherlands......................... 100.0% 101,600 2,000 15,500 200
Austria................................. 95.0% 63,000 2,600 - -
Hungary................................. 100.0% 500 - - -
------- ------ ------ ---
Total consolidated.................... 209,100 4,800 15,500 200
======= ====== ====== ===
NON-CONSOLIDATED COMPANIES:
Germany (Primacom)(5)................... 25.1% 200 - - -
------- ------ ------ ---
Total non-consolidated................ 200 - - -
------- ------ ------ ---
Total................................. 209,300 4,800 15,500 200
======= ====== ====== ===
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SUMMARY OPERATING DATA 2000 AND 2001
RESIDENTIAL RGU'S (7)
The operating data set forth below reflect the aggregate statistics of the
operating systems in which the Company has an ownership interest.
TOTAL RGU'S
-----------------------------------------
AS OF JUNE 30, 2001 AS OF JUNE 30, 2000
------------------- -------------------
Norway..................................................... 369,500 345,100
Sweden..................................................... 299,000 267,200
Belgium.................................................... 142,400 135,000
France..................................................... 499,700 412,700
The Netherlands............................................ 2,684,000 2,471,500
The Netherlands--Alkmaar................................... 44,000 -
The Netherlands (Uniport Carrier Select)(6)................ - 28,800
Austria.................................................... 737,900 608,800
Germany--EWT/TSS........................................... 589,100 -
Poland..................................................... 1,413,000 1,416,500
Hungary.................................................... 765,300 634,700
Czech Republic............................................. 410,500 360,200
Romania.................................................... 288,800 260,300
Slovak Republic............................................ 326,400 244,300
Mundi(8)................................................... - 3,500
--------- ---------
Total consolidated....................................... 8,569,600 7,188,600
========= =========
SUMMARY OPERATING DATA 2000 AND 2001 (CONTINUED)
(1) Two way homes passed represents the number of homes passed where customers
can request and receive an installation of a two-way addressable set top and
"normal' customer services (e.g. the service is launched, customers are
billed and normal service activity is available).
(2) Statistics of Primacom are as of March 31, 2001.
(3) Hungary (Monor) and Czech Republic offer traditional telephony service.
(4) Internet subscribers who are not served by CHELLO BROADBAND.
(5) Statistics of Primacom are as of December 31, 1999.
(6) UTH owned 80% of Uniport as of March 31, 2000. UTH sold its 100% owned
business of Uniport in April 2001.
(7) RGU's is the sum of Basic Cable, Digital, Residential Internet, Residential
Telephony and DTH subscribers.
(8) In 2001, Mundi Telecom subscribers are included in PRIORITY TELECOM.
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ITEM 6--EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits--none
(b) Reports on Form 8-K filed during the Quarter
DATE FILED DATE OF EVENT ITEM REPORTED
---------- ------------- --------------------------------------------------
June 1, 2001 May 29, 2001 Item 5--Announcement of completion of the
placement with Liberty of a convertible loan.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: August 14, 2001 UNITED PAN-EUROPE COMMUNICATIONS N.V.
By: /s/ CHARLES H.R. BRACKEN
-----------------------------------------
Charles H.R. Bracken
BOARD OF MANAGEMENT MEMBER AND CHIEF
FINANCIAL OFFICER (AND PRINCIPAL
ACCOUNTING OFFICER)
Date: August 14, 2001
54