<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000.
OR
/ / TRANSITION REPORT PURSUANT TO THE SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT 1934
FROM THE TRANSITION PERIOD FROM ______________ TO ______________
COMMISSION FILE NUMBER 333-20307
POLAND COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
NEW YORK 06-1070447
(State or Other Jurisdiction of (IRS Employer
Incorporation of Organization) Identification No.)
4643 ULSTER STREET
SUITE 1300
DENVER, COLORADO 80237
(Address of Principal Executive Officers) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (303)770-4001
Indicate by check (X) 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 (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days Yes X No
----- -----
The number of shares outstanding of Poland Communications, Inc.'s common stock
as of September 30, 2000, was:
Common Stock 18,948
--------------------------------------------------------------------------------
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1
<PAGE>
POLAND COMMUNICATIONS, INC.
FORM 10-Q INDEX
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
PAGE NO.
<S> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Poland Communications, Inc.
Consolidated Balance Sheets 3-4
Consolidated Statements of Operations 5
Consolidated Statements of Comprehensive Loss 6
Consolidated Statements of Cash Flows 7
Notes to Consolidated Financial Statements 8-12
Poland Cablevision (Netherlands) B.V.
Consolidated Balance Sheets 13-14
Consolidated Statements of Operations 15
Consolidated Statements of Comprehensive Loss 16
Consolidated Statements of Cash Flows 17
Notes to Consolidated Financial Statements 18-21
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 22-26
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 27
PART II OTHER INFORMATION
Item 1. Legal Proceedings 28
Item 2. Changes in Securities and Use of Proceeds 28
Item 3. Defaults Upon Senior Securities 28
Item 4. Submission of Matters to a Vote of Security Holders 28
Item 5. Other Information 28
Item 6. Exhibits and Reports on Form 8-K 28
</TABLE>
2
<PAGE>
POLAND COMMUNICATIONS, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
--------- ---------
(unaudited)
(in thousands)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 2,955 $ 3,374
Trade accounts receivable, net of allowance for doubtful accounts
of $4,007 in 2000 and $2,419 in 1999 7,332 6,156
VAT recoverable -- 1,243
Prepayments 442 890
Other current assets 313 298
--------- ---------
Total current assets 11,042 11,961
--------- ---------
Property, plant and equipment:
Cable television systems assets 124,803 123,845
Construction in progress 9,554 6,382
Vehicles 609 741
Other 7,482 6,120
--------- ---------
142,448 137,088
Less accumulated depreciation (20,449) (7,478)
--------- ---------
Net property, plant and equipment 121,999 129,610
Inventories for construction 7,721 5,373
Intangibles, net of accumulated amortization of
$28,645 in 2000 and $10,947 in 1999 332,656 377,846
Other assets 2 141
--------- ---------
Total assets $ 473,420 $ 524,931
========= =========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
3
<PAGE>
POLAND COMMUNICATIONS, INC.
CONSOLIDATED BALANCE SHEETS (CONTINUED)
LIABILITIES AND STOCKHOLDER'S EQUITY
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
--------- ---------
(unaudited)
(in thousands)
<S> <C> <C>
Current liabilities:
Accounts payable and accrued expenses $ 20,281 $ 23,438
Accrued interest 591 243
Deferred revenue 2,168 759
--------- ---------
Total current liabilities 23,040 24,440
--------- ---------
Long-term liabilities:
Due to affiliate 46,311 25,434
Notes payable to parent 8,503 7,763
Notes payable 15,664 16,456
--------- ---------
Total liabilities 93,518 74,093
--------- ---------
Redeemable preferred stock (liquidation value $60,000,000;
6,000 shares authorized, issued and outstanding) 37,773 34,695
Mandatorily Redeemable Debenture Stock, 30,000 shares
authorized; 14,000 shares issued and outstanding
(including accrued dividend) 152,833 142,333
Commitments and contingencies (note 6) -- --
Stockholder's equity:
Common stock, $.01 par value; 27,000 shares authorized,
18,948 shares issued and outstanding 1 1
Paid-in capital 337,396 342,315
Accumulated other comprehensive loss (72,854) (35,376)
Accumulated deficit (75,247) (33,130)
--------- ---------
Total stockholder's equity 189,296 273,810
--------- ---------
Total liabilities and stockholder's equity $ 473,420 $ 524,931
========= =========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
4
<PAGE>
POLAND COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Successor Successor | Predecessor Successor Predecessor
(note 2) (note 2) | (note 2) (note 2) (note 2)
|
-------- -------- | -------- -------- --------
| Nine months
Three months Two months | One month ended Seven months
ended September ended September | ended July 31, September 30, ended July 31,
30, 2000 30, 1999 | 1999 2000 1999
-------- -------- | -------- -------- --------
(in thousands, except per share data)
<S> <C> <C> | <C> <C> <C>
Cable television revenue $ 17,094 $ 10,687 | $ 5,170 $ 51,124 $ 35,434
|
Operating expenses: |
Direct operating expenses 11,092 7,454 | 3,660 30,981 24,270
Selling, general and administrative expenses 5,846 4,227 | 1,461 18,557 9,281
Depreciation and amortization 11,389 7,877 | 1,605 33,980 13,819
-------- -------- | -------- -------- --------
Total operating expenses 28,327 19,558 | 6,726 83,518 47,370
-------- -------- | -------- -------- --------
|
Operating loss (11,233) (8,871) | (1,556) (32,394) (11,936)
|
Interest and investment income / (loss), net 66 (68) | (106) 171 167
Interest expense (602) (2,588) | (1,061) (1,900) (8,578)
Foreign exchange gain / (loss), net (2,800) (1,855) | 1,214 (7,910) (295)
-------- -------- | -------- -------- --------
|
|
Loss before income taxes (14,569) (13,382) | (1,509) (42,033) (20,642)
|
Income tax expense (44) (3) | (3) (84) (30)
-------- -------- | -------- -------- --------
|
|
Net loss (14,613) (13,385) | (1,512) (42,117) (20,672)
|
Accretion of redeemable preferred stock (1,055) (613) | (306) (3,078) (2,113)
Accrued dividend on Mandatorily Redeemable |
Debenture Stock (3,500) -- | -- (10,500) --
|
Net loss applicable to holders of common stock $ (19,168) $ (13,998) | $ (1,818) $ (55,695) $ (22,785)
========== ========= | ======== ========== ==========
|
Basic and diluted loss per common share $(1,011.61) $ (738.76) | $ (95.95) $(2,939.36) $(1,202.50)
========== ========= | ======== ========== ==========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
5
<PAGE>
POLAND COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(UNAUDITED)
<TABLE>
<CAPTION>
Successor Successor | Predecessor Successor Predecessor
(note 2) (note 2) | (note 2) (note 2) (note 2)
-------- -------- | -------- -------- --------
Three months Two months ended | One month Nine months ended Seven months
ended September September 30, | ended July 31, September 30, ended July 31,
30, 2000 1999 | 1999 2000 1999
-------- -------- | -------- -------- --------
(in thousands)
<S> <C> <C> | <C> <C> <C>
Net loss $(14,613) $(13,385) | $ (1,512) $(42,117) $(20,672)
Other comprehensive (loss) / income: |
Translation adjustment (13,983) (31,528) | 1,775 (37,478) (15,947)
|
-------- -------- | -------- -------- --------
Comprehensive loss $(28,596) $(44,913) | $ 263 $(79,595) $(36,619)
======== ======== | ======== ======== ========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
6
<PAGE>
POLAND COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Successor Successor | Predecessor
(note 2) (note 2) | (note 2)
-------- -------- | --------
Nine months Two months | Seven months
ended ended | ended
September 30, September 30,| July 31,
2000 1999 | 1999
-------- -------- | --------
(in thousands)
<S> <C> <C> | <C>
Cash flows from operating activities: |
Net loss $(42,117) $(13,385) | $(20,672)
Adjustments to reconcile net loss to |
net cash provided by operating activities: |
Depreciation and amortization 33,980 7,877 | 13,819
Unrealized foreign exchange loss 6,874 -- | --
Changes in operating assets and liabilities: |
Accounts receivable (1,714) 700 | (2,400)
Other current assets (1,338) (827) | 2,138
Accounts payable (4,429) 1,047 | (5,566)
Accrued interest 348 2,442 | 767
Amounts due to affiliate 7,926 3,312 | 12,996
Deferred revenue 1,475 243 | 879
-------- -------- | --------
Net cash provided by operating activities 1,005 1,409 | 1,961
-------- -------- | --------
Cash flows from investing activities: |
Construction and purchase of property, |
plant and equipment (16,672) (4,398) | (13,025)
Notes receivable from affiliate -- -- | 449
Purchase of intangibles (1,333) (194) | (1,036)
Purchase of subsidiaries net of cash received -- -- | (6,860)
-------- -------- | --------
Net cash used in investing activities (18,005) (4,592) | (20,472)
-------- -------- | --------
Cash flows from financing activities: |
Proceeds from notes payable -- -- | 7,713
Proceeds from parent 13,691 1,272 | 8,917
Capital increase 3,860 -- | 6,000
Repayment of notes payable (840) 135 | (445)
-------- -------- | --------
Net cash provided by financing activities 16,711 1,407 | 22,185
-------- -------- | --------
Net increase/ (decrease) in cash and |
cash equivalents (289) (1,776) | 3,674
|
Effect of exchange rates on cash and cash equivalents (130) -- | --
Cash and cash equivalents at beginning of period 3,374 6,248 | 2,574
-------- -------- | --------
Cash and cash equivalents at end of period $ 2,955 $ 4,472 | $ 6,248
======== ======== | ========
Supplemental cash flow information: |
Cash paid for interest $ 895 $ 365 | $ 7,304
======== ======== | ========
Cash paid for income taxes $ 97 $ 53 | $ 47
======== ======== | ========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
7
<PAGE>
POLAND COMMUNICATIONS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000 AND 1999
1. BASIS OF PRESENTATION
The information furnished by Poland Communications, Inc. and its
subsidiaries("PCI" or the "Company") has been prepared in accordance with
generally accepted accounting principles in the United States ("U.S. GAAP") and
the rules and regulations of the Securities and Exchange Commission (the "SEC").
Certain information and footnote disclosures normally included in annual
financial statements prepared in accordance with U.S. GAAP have been condensed
or omitted pursuant to the rules and regulations. The accompanying consolidated
balance sheets, statements of operations, statements of comprehensive loss and
statements of cash flows are unaudited but in the opinion of management reflect
all adjustments (consisting only of items of a normal recurring nature) which
are necessary for a fair statement of the Company's consolidated results of
operations and cash flows for the interim periods and the Company's financial
position as of September 30, 2000. The accompanying unaudited consolidated
financial statements should be read in conjunction with the audited consolidated
financial statements and the notes thereto included in the Company's 1999 Annual
Report on Form 10-K filed with the SEC (the "1999 Annual Report"). The interim
financial results are not necessarily indicative of the results of the full
year.
2. CONSUMMATION OF UPC TENDER OFFER AND MERGER
On June 2, 1999, @Entertainment Inc., the Company's parent ("@Entertainment"),
entered into an Agreement and Plan of Merger with United Pan-Europe
Communications N.V. ('UPC'), whereby UPC and its wholly-owned subsidiary, Bison
Acquisition Corp. ('Bison'), initiated a tender offer to purchase all of the
outstanding shares of @Entertainment in an all cash transaction valuing
@Entertainment's shares of common stock at $19.00 per share.
The tender offer, initiated pursuant to the Agreement and Plan of Merger with
UPC and Bison, closed at 12:00 midnight on August 5, 1999. On August 6, 1999,
Bison reported that it had accepted for payment a total of 33,701,073 shares of
@Entertainment's common stock (including 31,208 shares tendered pursuant to
notices of guaranteed delivery) representing approximately 99% of
@Entertainment's outstanding shares of common stock (the 'Acquisition'). In
addition, UPC acquired 100% of the outstanding Series A and Series B 12%
Cumulative Preference Shares of @Entertainment and acquired all of the
outstanding warrants and stock options.
Also on August 6, 1999, Bison was merged with and into @Entertainment with
@Entertainment continuing as the surviving corporation (the 'Merger').
Accordingly, @Entertainment became a wholly-owned subsidiary of UPC.
UnitedGlobalCom, Inc. is the majority stockholder of UPC. The Company believes
that a Change of Control occurred on August 6, 1999 as a result of the
Acquisition and Merger.
The Company, prior to the Acquisition, is herein referred to as the
'Predecessor' while the Company after the Acquisition is referred to as the
'Successor'.
The Acquisition was accounted for under the purchase method of
accounting, with all of the purchase accounting adjustments 'pushed-down' to the
consolidated financial statements of @Entertainment. Accordingly, the purchase
price was allocated to the underlying assets and liabilities based upon their
estimated fair values and any excess to goodwill. @Entertainment
8
<PAGE>
restated some of its assets and liabilities on August 5, 1999. At that date the
Notes of @Entertainment and PCI were restated to reflect the market value and as
a result were increased by $61.9 million and deferred financing costs of $16.1
million and deferred revenues of $2.0 million were written down to zero. The
consideration paid by UPC for all shares outstanding, warrants and options
totaled $812.5 million. At that time @Entertainment had negative net assets of
approximately $53.3 million and existing goodwill at net book value of $37.5
million, which was realized on previous transactions. As a result of the above
considerations, UPC realized goodwill of $979.3 million. During the period of
nine months ended September 30, 2000, this figure increased by $12.3 million to
$991.6 mainly due to the results of an arbitration between @Entertainment and
another party. As a result of the Acquisition, UPC pushed down its basis to
@Entertainment establishing a new basis of accounting as of the acquisition
date. @Entertainment allocated goodwill between the business segments based on
the investment model used for acquisition. The Company was allocated
approximately $417.1 million of goodwill of which $4.8 million is related to the
arbitration described above.
The following pro forma condensed consolidated results for the nine months ended
September 30, 1999, give effect to the Acquisition of @Entertainment as if it
had occurred at the beginning of the periods presented. This pro forma condensed
consolidated financial information does not purport to represent what the
Company's results would actually have been if such transaction had in fact
occurred on such date. The pro forma adjustments are based upon the assumptions
that goodwill and the amortization thereon would be pushed down as if the
transactions had occurred at the beginning of the period presented.
Additionally, interest expense related to the deferred financing costs was
removed for each of the periods presented. There was no tax effect from these
adjustments because of the significant net losses.
<TABLE>
<CAPTION>
Nine months ended
September 30, 2000 Nine months ended September 30, 1999
(unaudited) (unaudited)
-------- --------------------------------
Historical Historical Pro Forma
<S> <C> <C> <C>
Service and other revenue $ 51,124 $ 46,121 $ 46,121
======== ======== ========
Net loss $(42,117) $(34,057) $(48,679)
======== ======== ========
</TABLE>
9
<PAGE>
3. FINANCIAL POSITION AND BASIS OF ACCOUNTING
These consolidated financial statements have been prepared on a going
concern basis which contemplates the continuation and expansion of trading
activities as well as the realization of assets and liquidation of liabilities
in the ordinary course of business. Cable television operators typically
experience losses and negative cash flow in their initial years of operation due
to the large capital investment required for the construction or acquisition of
their cable networks and the administrative costs associated with commencing
operations. Consistent with this pattern, the Company has incurred substantial
operating losses since inception. As of September 30, 2000 the Company had
negative working capital. Additionally, the Company is currently and is expected
to continue to be highly leveraged. The ability of the Company to meet its debt
service obligations will depend on the future operating performance and
financial results of the Company as well as its ability to obtain additional
third party financing to support the planned expansion, as well as obtaining
additional financing from its ultimate parent, UPC. The Company's current cash
on hand will be insufficient to satisfy all of its commitments and to complete
its current business plan.
Management of the Company believes that significant opportunities exist for
pay television providers capable of delivering high quality, Polish and other
languages programming on a multi-channel basis and other services on cable (i.e.
data and voice). As such, the Company has focused its financial and business
efforts toward its position in the cable market. The Company's business strategy
is designed to increase its market share and subscriber base and to maximize
revenue per subscriber. To accomplish its objectives and to capitalize on its
competitive advantages, the Company intends to (i) develop and control the
content of programming on its cable systems; (ii) increase its distribution
capabilities through internal growth and through acquisitions; (iii) implement
additional revenue generating services; and (iv) control its management of
subscribers by using advanced integrated management information systems. If the
Company's plans or assumptions change, if its assumptions prove inaccurate, if
it consummates unanticipated investments in or acquisitions of other companies,
if it experiences unexpected costs or competitive pressures, or if existing
cash, and projected cash flow from operations prove to be insufficient, the
Company may need to obtain greater amounts of additional financing. While it is
the Company's intention to enter only into new financing or refinancing that it
considers advantageous, there can be no assurance that such sources of financing
would be available to the Company in the future, or, if available, that they
could be obtained on terms acceptable to the Company. The Company is also
dependent on its parent, @Entertainment, and @Entertainment's parent, UPC, to
provide financing to achieve the Company's business strategy. UPC has declared
that it will continue to financially support PCI and its subsidiaries as a going
concern, and accordingly enable the Company and its subsidiaries to meet their
financial obligations if and when needed.
Several of the Company's Polish subsidiaries have statutory shareholders'
equity less than the legally prescribed limits because of accumulated losses.
The management of these companies will have to make decisions on how to increase
the shareholders' equity to be in compliance with the Polish Commercial Code.
The Company is currently considering several alternatives, including the
conversion of intercompany debt into equity, in order to resolve these
deficiencies.
4. RECLASSIFICATIONS
Certain amounts have been reclassified in the corresponding period's unaudited
consolidated financial statement to conform to the unaudited consolidated
financial statement presentation for the nine months ended September 30, 2000.
5. LOSS PER SHARE
Basic and diluted loss per ordinary share is based on the weighted average
number of ordinary shares outstanding of 18,948 for each period.
The Company has redeemable preferred stock outstanding that has a mandatory
redemption date October 31, 2004. The Company had accretion of redeemable
preferred stock of $1,055,000, $613,000, $306,000 for three months ended
September 30, 1999, two months ended September 30, 1999 and one month ended
July 31, 1999, respectively and $3,078,000, $2,113,000 for nine months ended
September 30, 2000 and seven months ended July 31, 1999, respectively.
The Company also has Mandatorily Redeemable Debenture stock, which will be
redeemed on December 31, 2003. The Company accrued dividend of $3,500,000 and
$10,500,000 on debenture stock for three months ended September 30, 2000 and
nine months ended September 30, 2000, respectively.
6. COMMITMENTS AND CONTINGENCIES
10
<PAGE>
Programming Commitments
The Company has entered into programming agreements with certain third party
content providers. The programming agreements have terms which range from one to
five years and require that payments for programs be paid either at a fixed
amount or based upon the number of subscribers connected to the system each
month. At September 30, 2000, the Company had a minimum commitment under such
agreements of approximately $28,307,000 over the next five years approximating
$2,940,000 for the remainder of 2000, $9,267,000 in 2001, $5,186,000 in 2002,
$5,427,000 in 2003 and $5,487,000 in 2004. For the nine months ended September
30, 2000 and 1999, the Company incurred programming fees of approximately
$18,028,000 and $21,255,000, respectively.
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.
PCBV minority stockholders' claim
On or about July 8, 1999, certain minority shareholders ("the minority
shareholders") of Poland Cablevision (Netherlands) B.V. (PCBV), a subsidiary of
the Company, filed a lawsuit against the Company, @Entertainment, and certain
other defendants, in United States District Court, Southern District of Ohio,
Eastern Division, Civil Action No. C2-99-621. The relief sought by the minority
shareholders included: (1) unspecified damages in excess of $75,000, (2) an
order lifting the restrictions against transfer of shares set forth in the
Shareholders' Agreement among PCBV's shareholders, as amended (the
"Shareholders' Agreement") so that the minority shareholders could liquidate
their shares in PCBV, (3) damages in the amount of 1.7 percent of the payment
made by UPC for the shares of @Entertainment as set forth in the Agreement and
Plan of Merger between @Entertainment and UPC dated June 2, 1999, and (4)
attorneys' fees and costs incurred in prosecuting the lawsuit.
The amended complaint set forth eight claims for relief based on allegations
that the defendants, including @Entertainment and the Company, committed the
following wrongful acts: (1) breached a covenant not to compete contained in the
Shareholders' Agreement relating to the shareholders of PCBV, (2) breached a
covenant in the Shareholders' Agreement requiring that any contract entered into
by PCBV with any other party affiliated with PCI be commercially reasonable or
be approved by certain of the minority shareholders, (3) breached a provision in
the Shareholders' Agreement that allegedly required co-defendant Chase
International Corp. ("CIC") to offer the minority shareholders the right to
participate in certain sales of PCBV shares and that required CIC to give
written notice of any offer to purchase the minority shareholders' shares in
PCBV, (4) breached their fiduciary duties to the minority shareholders, (5)
breached the agreement between PCBV and CIC, which allegedly limited the amount
of management fees that could be paid annually by PCBV, (6) made false and
misleading statements in various documents filed with the Securities and
Exchange Commission, (7) colluded to defraud the minority shareholders by
failing to make reference in certain Forms 8-K, 8-KA and 14D-1 to the minority
shareholders or their alleged rights and claims, (8) colluded to divert assets
of PCBV to affiliates of PCI and PCBV, including @Entertainment, that allegedly
compete with PCI and PCBV.
On or about March 31, 2000 the parties to the lawsuit reached a settlement. In
accordance with the settlement, on June 2, 2000 Wizja TV B.V., an affiliate of
PCI, purchased approximately 1.4% of the outstanding shares of PCBV for a price
of approximately $2.2 million. The case has been dismissed and releases
exchanged.
In addition to the Ohio lawsuit, other minority shareholders of PCBV
(representing an additional approximately 6% of the shares of PCBV) have
asserted similar claims against the Company but have not yet filed suit. The
aforementioned settlement does not include the remaining minority shareholders.
7. DATA TRANSMISSION LICENSE
11
<PAGE>
On July 26, 2000 the Polish Ministry of Telecommunication issued a 15-year
data transmission license to a subsidiary of @Entertainment, authorizing that
company to provide data transmission service to its customers throughout the
territory of Poland, using its own networks and those leased from other
licensed operators. This license will allow that subsidiary to provide
broadband internet services to its customers.
As of September 30, 2000 approximately 75% of the Company's cable plant runs
through conduits leased from the Polish national telephone company ("TP
S.A."). If the Company uses the cables for a purpose other than cable
television, such as data transmission, telephone, or Internet access, such
use could be considered a violation of the terms of certain conduit
agreements, unless this use is expressly authorized by TP S.A. There is no
guarantee that TP S.A. would give its approval to permit other uses of the
conduits. The Company is currently in the process of introducing Internet
services to its customers and renegotiating certain conduit agreements
with TP S.A..
12
<PAGE>
POLAND CABLEVISION (NETHERLANDS) B.V.
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
---------------- ----------------
(unaudited)
(in thousands)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 2,643 $ 2,838
Trade accounts receivable, net of allowances of 3,667 in 2000
and $1,568 in 1999 7,141 5,909
VAT recoverable - 1,285
Prepayments - 568
Other current assets 561 350
---------------- ----------------
Total current assets 10,345 10,950
---------------- ----------------
Property, plant and equipment:
Cable television system assets 95,542 92,535
Construction in progress 8,426 5,632
Vehicles 391 498
Other 7,673 6,288
---------------- ----------------
112,032 104,953
Less accumulated depreciation (16,645) (6,067)
---------------- ----------------
Net property, plant and equipment 95,387 98,886
Inventories for construction 7,192 4,453
Intangibles, net of accumulated amortization of
$26,257 in 2000 and $8,635 in 1999 292,546 338,771
---------------- ----------------
Total assets $ 405,470 $ 453,060
================ ================
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
13
<PAGE>
POLAND CABLEVISION (NETHERLANDS) B.V.
CONSOLIDATED BALANCE SHEETS (CONTINUED)
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
--------------- ------------------
(unaudited)
(in thousands)
<S> <C> <C>
Current liabilities:
Accounts payable and accrued expenses $ 16,121 $ 18,825
Deferred revenue 1,999 594
--------------- ------------------
Total current liabilities 18,120 19,419
--------------- ------------------
Long-term liabilities:
Due to affiliate 57,377 52,358
Notes payable to PCI 206,034 176,815
--------------- ------------------
Total liabilities 281,531 248,592
--------------- ------------------
Commitments and contingencies (note 6) - -
Stockholders' equity:
Capital stock par value, $0.50 par; 200,000 shares
authorized, issued and outstanding 100 100
Paid-in capital 267,564 267,564
Accumulated other comprehensive loss (64,205) (30,950)
Accumulated deficit (79,520) (32,246)
--------------- ------------------
Total stockholders' equity 123,939 204,468
--------------- ------------------
Total liabilities and stockholders' equity $ 405,470 $ 453,060
=============== ==================
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
14
<PAGE>
POLAND CABLEVISION (NETHERLANDS) B.V.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Successor Successor | Predecessor Successor Predecessor
(note 2) (note 2) | (note 2) (note 2) (note 2)
-------- -------- | -------- -------- --------
Three months Two months | One month Nine months Seven months
ended September ended September| ended July ended September ended July
30, 2000 30, 1999 | 31, 1999 30, 2000 31, 1999
-------- -------- | -------- -------- --------
(in thousands, except per share data)
<S> <C> <C> <C> <C> <C>
Cable television revenue $ 16,152 $ 10,008 | $ 5,143 $ 48,261 $ 29,535
|
Operating expenses: |
Direct operating expenses 11,699 7,609 | 3,700 34,652 20,988
Selling, general and administrative expenses 5,186 3,685 | 1,405 12,975 6,947
Depreciation and amortization 9,806 6,300 | 1,465 30,288 8,726
--------------- --------------- | ------------- --------------- --------------
Total operating expenses 26,691 17,594 | 6,570 77,915 36,661
--------------- --------------- | ------------- --------------- --------------
|
Operating loss (10,539) (7,586) | (1,427) (29,654) (7,126)
|
Interest and investment income, net 62 10 | 22 167 59
Interest expense (3,901) (2,327) | (1,183) (11,202) (8,029)
Foreign exchange gain / (loss), net (1,840) (2,868) | 1,468 (6,519) (219)
--------------- --------------- | ------------- --------------- --------------
|
Loss before income taxes (16,218) (12,771) | (1,120) (47,208) (15,315)
|
Income tax expense (42) (3) | (3) (66) (30)
|
Net loss $ (16,260) $ (12,774) | $ (1,123) $ (47,274) $ (15,345)
=============== =============== | ============= =============== ==============
|
Basic and diluted net loss per common share $ (81.30) $ (63.87) | $ (5.62) $ (236.37) $ (76.73)
=============== =============== | ============= =============== ==============
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
15
<PAGE>
POLAND CABLEVISION (NETHERLANDS) B.V.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(UNAUDITED)
<TABLE>
<CAPTION>
Successor Successor | Predecessor Successor Predecessor
(note 2) (note 2) | (note 2) (note 2) (note 2)
-------- -------- | -------- -------- --------
Three months Two months | One month Nine months Seven months
ended September ended September | ended July ended September ended July
30, 2000 30, 1999 | 31, 1999 30, 2000 31, 1999
-------- -------- -------- -------- --------
(in thousands)
<S> <C> <C> <C> <C> <C>
Net loss $(16,260) $(12,774) | $(1,123) $(47,274) $(15,345)
|
Other comprehensive (loss) / income: |
Translation adjustment (12,620) (27,297) | 843 (33,255) (11,814)
----------- ----------- | ---------- ----------- -----------
|
Comprehensive loss $(28,880) $(40,071) | $ (280) $(80,529) $(27,159)
=========== =========== | =========== =========== ===========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
16
<PAGE>
POLAND CABLEVISION (NETHERLANDS) B.V.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Successor Successor | Predecessor
(note 2) (note 2) | (note 2)
-------- -------- | --------
Nine months Two months | Seven months
ended September ended September | ended July
30, 2000 30, 1999 | 31, 1999
-------- -------- --------
(in thousands)
<S> <C> <C> <C>
Cash flows from operating activities: |
Net loss $ (47,274) $ (12,774) | $ (15,345)
Adjustments to reconcile net loss to |
net cash provided by operating activities: |
Depreciation and amortization 30,288 6,300 | 8,726
Interest expense added to notes payable |
to PCI 11,131 2,278 | 10,356
Unrealized foreign exchange losses 4,647 - | -
Changes in operating assets and liabilities: |
Accounts receivable (1,748) 452 | (2,716)
Other current assets (1,678) (497) | (263)
Accounts payable (1,059) 1,227 | (4,586)
Deferred revenue 1,457 162 | 937
Amounts due to affiliates 5,019 4,408 | 14,853
Other - - | -
----------------- ----------------- | ------------
Net cash provided by operating activities 783 1,556 | 11,962
----------------- ----------------- | ------------
|
Cash flows from investing activities: |
Construction and purchase of property, plant and equipment (17,776) (1,560) | (10,263)
Purchase of intangible assets (1,181) - | (145)
----------------- ----------------- | ------------
Net cash used in investing activities (18,957) (1,560) | (10,408)
----------------- ----------------- | ------------
|
Cash flows from financing activities: |
Proceeds from borrowings from affiliates 18,088 - | 57
----------------- ----------------- | ------------
Net cash provided by financing activities 18,088 - | 57
----------------- ----------------- | ------------
Net increase/(decrease) in cash (86) (4) | 1,611
|
Effect of exchange rates on cash and cash equivalents (109) - | -
Cash and cash equivalents at beginning of the period 2,838 3,073 | 1,463
----------------- ----------------- | ------------
|
Cash and cash equivalents at end of the period $ 2,643 $ 3,069 | $ 3,074
================= ================= | ============
|
Supplemental cash flow information: |
Cash paid for interest $ 730 $ 276 | $ 400
================= ================= | ===========
Cash paid for income taxes $ 62 $ 44 | $ 17
================= ================= | ===========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
17
<PAGE>
POLAND CABLEVISION (NETHERLANDS) B.V.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 AND 1999
1. BASIS OF PRESENTATION
Financial information is included for Poland Cablevision (Netherlands) B.V. and
its subsidiaries ("PCBV") as PCBV is a guarantor of PCI's 9 7/8% Senior Notes
due 2003 and 9 7/8% Series B Senior Notes due 2003, (collectively, the "PCI
Notes"). The information furnished by PCBV has been prepared in accordance with
generally accepted accounting principles in the United States ("U.S. GAAP") and
the rules and regulations of the Securities and Exchange Commission ("SEC").
Certain information and footnote disclosures normally included in annual
financial statements prepared in accordance with U.S. GAAP have been condensed
or omitted pursuant to the rules and regulations. The accompanying consolidated
balance sheets, statements of operations, statements of comprehensive loss and
statements of cash flows are unaudited but in the opinion of management reflect
all adjustments (consisting only of items of a normal recurring nature) which
are necessary for a fair statement of PCBV's consolidated results of operations
and cash flows for the interim periods and PCBV's financial position as of
September 30, 2000. The accompanying unaudited consolidated financial statements
should be read in conjunction with the audited consolidated financial statements
of PCBV and the notes thereto included in PCI's 1999 Annual Report on Form 10-K
filed with the SEC. The interim financial results are not necessarily indicative
of the results of the full year.
2. CONSUMMATION OF UPC TENDER OFFER AND MERGER
On June 2, 1999, PCBV's indirect parent @Entertainment, Inc. ("@Entertainment")
entered into an Agreement and Plan of Merger with United Pan-Europe
Communications N.V. ("UPC"), whereby UPC and its wholly-owned subsidiary, Bison
Acquisition Corp. ("Bison"), initiated a tender offer to purchase all of the
outstanding shares of @Entertainment in an all cash transaction valuing
@Entertainment's shares of common stock at $19.00 per share.
The tender offer, initiated pursuant to the Agreement and Plan of Merger with
UPC and Bison, closed at 12:00 midnight on August 5, 1999. On August 6, 1999,
Bison reported that it had accepted for payment a total of 33,701,073 shares of
@Entertainment's common stock (including 31,208 shares tendered pursuant to
notices of guaranteed delivery) representing approximately 99% of
@Entertainment's outstanding shares of common stock (the "Acquisition"). In
addition UPC acquired 100% of the outstanding Series A and Series B 12%
Cumulative Preference Shares of @Entertainment and acquired all of the
outstanding warrants and stock options.
Also on August 6, 1999, Bison was merged with and into @Entertainment with
@Entertainment continuing as the surviving corporation (the "Merger").
Accordingly, @Entertainment became a wholly-owned subsidiary of UPC.
UnitedGlobalCom, Inc. is the majority stockholder of UPC. The Company believes
that a Change of Control occurred on August 6, 1999 as a result of the
Acquisition and Merger.
PCBV prior to the Acquisition, is herein referred to as the "Predecessor" while
PCBV after the Acquisition is referred to as the "Successor".
The Acquisition was accounted for under the purchase method of accounting, with
all of the purchase accounting adjustments "pushed-down" to the consolidated
financial statements of @Entertainment. Accordingly, the purchase
18
<PAGE>
price was allocated to the underlying assets and liabilities based upon their
estimated fair values and any excess to goodwill. @Entertainment restated
some of its assets and liabilities on August 5, 1999. At that date the Notes
of @Entertainment and PCI were restated to reflect the market value and as a
result were increased by $61.9 million and deferred financing costs of $16.1
million and deferred revenues of $2.0 million were written down to zero. The
consideration paid by UPC for all shares outstanding, warrants and options
totaled $812.5 million. At that time @Entertainment had negative net assets
of approximately $53.3 million and existing goodwill at net book value of
$37.5 million which was realized on previous transactions. As a result of the
above considerations, UPC realized goodwill of $979.3 million. During the
period of nine months ended September 30, 2000, this figure increased by
$12.3 million to $991.6 due to the results of an arbitration between
@Entertainment and another party. As a result of the Acquisition, UPC pushed
down its basis to @Entertainment establishing a new basis of accounting as of
the acquisition date. @Entertainment allocated goodwill between the business
segments based on the investment model used for acquisition. PCBV was
allocated approximately $354.0 million of goodwill.
The following pro forma condensed consolidated results for the nine months ended
September 30, 1999, give effect to the Acquisition of @ Entertainment as if it
had occurred at the beginning of the periods presented. This pro forma condensed
consolidated financial information does not purport to represent what the
Company's results would actually have been if such transaction had in fact
occurred on such date. The pro forma adjustments are based upon the assumptions
that the goodwill and the amortization thereon would be pushed down as if the
transaction had occurred at the beginning of each period presented. There was no
tax effect from these adjustments because of the significant net losses.
<TABLE>
<CAPTION>
Nine months ended Nine months ended September 30, 1999
September 30, 2000
(unaudited) (unaudited)
----------- -----------
Historical Historical Pro Forma
<S> <C> <C> <C>
Service and other revenue $ 48,261 $ 39,543 $ 39,543
======== ======== ========
Net loss $(47,274) $(28,119) $(41,899)
======== ======== ========
</TABLE>
19
<PAGE>
3. FINANCIAL POSITION AND BASIS OF ACCOUNTING
These consolidated financial statements have been prepared on a going
concern basis which contemplates the continuation and expansion of trading
activities as well as the realization of assets and liquidation of liabilities
in the ordinary course of business. Cable television operators typically
experience losses and negative cash flow in their initial years of operation due
to the large capital investment required for the construction or acquisition of
their cable networks and the administrative costs associated with commencing
operations. Consistent with this pattern, PCBV has incurred substantial
operating losses since inception. As of September 30, 2000, PCBV had negative
working capital. Additionally, PCBV is currently and is expected to continue to
be highly leveraged. The ability of PCBV to meet its debt service obligations
will depend on the future operating performance and financial results of PCBV as
well as its ability to obtain additional third party financing to support the
planned expansion, as well as obtaining additional financing from its ultimate
parent, UPC. PCBV's current cash on hand will be insufficient to satisfy all of
its commitments and to complete its current business plan.
Management of PCBV believes that significant opportunities exist for pay
television providers capable of delivering high quality, Polish and other
language programming on a multi-channel basis and other services on cable (i.e.
data and voice). As such, PCBV has focused its financial and business efforts
toward its position in the cable market. PCBV's business strategy is designed to
increase its market share and subscriber base and to maximize revenue per
subscriber. To accomplish its objectives and to capitalize on its competitive
advantages, PCBV intends to (i) develop and control the content of programming
on its cable systems; (ii) increase its distribution capabilities through its
internal growth and through acquisitions; (iii) implement additional revenue
generating services; and (iv) control its management of subscribers by using
advanced integrated management information systems. If PCBV's plans or
assumptions change, if its assumptions prove inaccurate, if it consummates
unanticipated investments in or acquisitions of other companies, if it
experiences unexpected costs or competitive pressures, or if existing cash, and
projected cash flow from operations prove to be insufficient, PCBV may need to
obtain greater amounts of additional financing. While it is PCBV's intention to
enter only into new financing or refinancing that it considers advantageous,
there can be no assurance that such sources of financing would be available to
PCBV in the future, or, if available, that they could be obtained on terms
acceptable to PCBV.
PCBV is also dependent on PCI, PCI's parent, @Entertainment, and
@Entertainment's parent, UPC, to provide financing to achieve PCBV's business
strategy. UPC has declared that it will continue to financially support PCBV and
its subsidiaries as a going concern, and accordingly enable PCBV and its
subsidiaries to meet their financial obligations if and when needed.
Several of the PCBV's Polish subsidiaries have statutory shareholders' equity
less than the legally prescribed limits because of accumulated losses. The
management of these companies will have to make decisions on how to increase the
shareholders' equity to be in compliance with the Polish Commercial Code. PCBV
is currently considering several alternatives, including the conversion of
intercompany debt into equity, in order to resolve these deficiencies.
4. RECLASSIFICATIONS
Certain amounts have been reclassified in the corresponding period's unaudited
consolidated financial statement to conform to the unaudited consolidated
financial statement presentation for the nine months ended September 30, 2000.
5. LOSS PER SHARE
Basic and diluted loss per ordinary share is based on the weighted average
number of ordinary shares outstanding of 200,000 for each period.
6. LITIGATION AND CLAIMS
20
<PAGE>
From time to time, PCBV 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 PCBV consolidated financial position or results of operations.
PCBV MINORITY STOCKHOLDER'S CLAIM
On or about July 8, 1999, certain minority shareholders ("the minority
shareholders") of the Company filed a lawsuit against PCI, @Entertainment and
certain other defendants, in United States District Court, Southern District of
Ohio, Eastern Division, Civil Action No. C2-99-621. The relief sought by the
minority shareholders included: (1) unspecified damages in excess of $75,000,
(2) an order lifting the restrictions against transfer of shares set forth in
the Shareholders' Agreement among the Company's shareholders, as amended (the
"Shareholders' Agreement") so that the minority shareholders could liquidate
their shares in the Company, (3) damages in the amount of 1.7 percent of the
payment made by UPC for the shares of @Entertainment as set forth in the
Agreement and Plan of Merger between @Entertainment and UPC dated June 2, 1999,
and (4) attorneys' fees and costs incurred in prosecuting the lawsuit.
The amended complaint set forth eight claims for relief based on allegations
that the defendants, including @Entertainment and PCI, committed the following
wrongful acts: (1) breached a covenant not to compete contained in the
Shareholders' Agreement relating to the shareholders of the Company, (2)
breached a covenant in the Shareholders' Agreement requiring that any contract
entered into by the Company with any other party affiliated with PCI be
commercially reasonable or be approved by certain of the minority shareholders,
(3) breached a provision in the Shareholders' Agreement that allegedly required
co-defendant Chase International Corp. ("CIC") to offer the minority
shareholders the right to participate in certain sales of the Company's shares
and that required CIC to give written notice of any offer to purchase the
minority shareholders' shares in the Company, (4) breached their fiduciary
duties to the minority shareholders, (5) breached the agreement between the
Company and CIC, which allegedly limited the amount of management fees that
could be paid annually by the Company, (6) made false and misleading statements
in various documents filed with the Securities and Exchange Commission, (7)
colluded to defraud the minority shareholders by failing to make reference in
certain Forms 8-K, 8-KA and 14D-1 to the minority shareholders or their alleged
rights and claims, (8) colluded to divert assets of the Company to affiliates of
PCI and the Company, including @Entertainment, that allegedly compete with PCI
and the Company.
On or about March 31, 2000 the parties to the lawsuit reached a settlement. In
accordance with the settlement, in June 2, 2000, Wizja TV B.V., an affiliate of
PCI, purchased approximately 1.4% of the outstanding shares of the Company for a
price of approximately $2.2 million. The case has been dismissed and releases
exchanged. In addition to the Ohio lawsuit, other minority shareholders of PCBV
(representing an additional approximately 6% of the shares of PCBV) have
asserted similar claims against PCI but have not yet filed suit. The
aforementioned settlement does not include the remaining minority shareholders.
7. DATA TRANSMISSION LICENSE
On July 26, 2000 the Polish Ministry of Telecommunication issued a 15-year
data transmission license to a subsidiary of @Entertainment, authorizing that
company to provide data transmission service to its customers throughout the
territory of Poland, using its own networks and those leased from other
licensed operators. This license will allow that subsidiary to provide
broadband internet services to its customers.
As of September 30, 2000, approximately 75% of the Company's cable plant runs
through conduits leased from the Polish national telephone company ("TP
S.A."). If the Company uses the cables for a purpose other than cable
television, such as data transmission, telephone, or Internet access, such
use could be considered a violation of the terms of certain conduit
agreements, unless this use is expressly authorized by TP S.A. There is no
guarantee that TP S.A. would give its approval to permit other uses of the
conduits. The Company is currently in the process of introducing Internet
services to its customers and renegotiating certain conduit agreements with
TP S.A.
21
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion and analysis provides information concerning the
results of operations and financial condition of the Company. Such discussion
and analysis should be read in conjunction with the accompanying unaudited
consolidated financial statements of the Company. Additionally, the following
discussion and analysis should be read in conjunction with Management's
Discussion and Analysis of Financial Condition and Results of Operations and the
audited consolidated financial statements included in Part II of the Company's
1999 Annual Report. The following discussion focuses on material trends, risks
and uncertainties affecting the results of operations and financial condition of
the Company.
Certain statements in this Quarterly Report on Form 10-Q constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, that are not historical facts but rather reflect
the Company's current expectations concerning future results and events. The
words "believes," "expects," "intends," "plans," "anticipates," "likely," "will"
"may", "shall" and similar expressions identify such forward-looking statements.
Such forward-looking statements involve known and unknown risks, uncertainties
and other important factors that could cause the actual results, performance or
achievements of the Company (or entities in which the Company has interests), or
industry results, to differ materially from future results, performance or
achievements expressed or implied by such forward-looking statements.
Readers are cautioned not to place undue reliance on these forward looking
statements which reflect management's view only as of the date of this Quarterly
Report on Form 10-Q. The Company undertakes no obligation to publicly release
the result of any revisions to these forward-looking statements which may be
made to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events, conditions or circumstances.
The risks, uncertainties and other factors that might cause such differences
include but are not limited to: (i) general economic conditions in Poland and in
the pay television business in Poland; (ii) changes in regulations the Company
operates under; (iii) uncertainties inherent in new business strategies,
including new product launches and development plans, which the Company has not
used before; (iv) rapid technology changes; (v) changes in, or failure or
inability to comply with, government regulations; (vi) the development and
provision of programming for new television and telecommunications technologies;
(vii) the continued strength of competitors in the multichannel video
programming distribution industry and satellite services industry and the growth
of satellite delivered programming; (viii) future financial performance,
including availability, terms and deployment of capital; (ix) the ability of
vendors to deliver required equipment, software and services on schedule at the
budgeted cost; (x) the Company's ability to attract and hold qualified
personnel; (xi) changes in the nature of strategic relationships with joint
ventures; (xii) the overall market acceptance of those products and services,
including acceptance of the pricing of those products and services; (xiii) and
acquisition opportunities and (xiv) the Company's new ownership structure.
OVERVIEW
The Company operates the largest cable television system in Poland with
approximately 1,811,300 homes passed and approximately 1,042,500 total
subscribers as at September 30, 2000. The Company continues to realize
subscriber growth mainly through a combination of new network build-out and
acquisitions.
The Company's revenues have been and will continue to be derived primarily from
monthly subscription fees for cable television services and one-time
installation fees for connection to its cable television networks. The Company
charges its subscribers fixed monthly fees for their choice of service packages
and for other services, such as premium channels, tuner rentals and additional
outlets, all of which are included in monthly subscription fees. The Company
currently offers broadcast, intermediate (in limited areas) and basic packages
of cable service. At September 30,
22
<PAGE>
2000, approximately 70.7% of the Company's subscribers received its basic
package. Currently, almost all of the Company's cable revenues are derived from
monthly subscription fees.
During 1998 and 1999, management completed several strategic actions in support
of its business and operating strategy. On June 5, 1998, the Company began
providing the Wizja TV programming package, with its initial 11 channels of
primarily Polish-language programming, to its basic subscribers. Since that
date, the basic Wizja TV package has been expanded to 26 channels. On September
18, 1999, the Company launched a proprietary premium channel called Wizja Sport.
The Company is planning to launch internet services in the last quarter of the
year 2000 on certain of its cable networks in the coming months and has been
investing in upgrading its network to provide this service.
As of September 30, 2000, approximately 75% of the Company's cable plant runs
through conduits leased from the Polish national telephone company ("TP
S.A."). If the Company uses the cables for a purpose other than cable
television, such as data transmission, telephone, or Internet access, such
use could be considered a violation of the terms of certain conduit
agreements, unless this use is expressly authorized by TP S.A. There is no
guarantee that TP S.A. would give its approval to permit other uses of the
conduits. The Company is currently in the process of introducing Internet
services to its customers and renegotiating certain conduit agreements with
TP S.A.
The Company divides operating expenses into (i) direct operating expenses, (ii)
selling, general and administrative expenses and (iii) depreciation and
amortization expenses. Direct operating expenses consist of programming
expenses, maintenance and related expenses necessary to service, maintain and
operate the Company's cable systems, billing and collection expenses and
customer service expenses. Selling, general and administrative expenses consist
principally of administrative costs, including office related expenses,
professional fees and salaries, wages and benefits of non-technical employees,
advertising and marketing expenses, bank fees and bad debt expense. Depreciation
and amortization expenses consist of depreciation of property, plant and
equipment and amortization of intangible assets.
The Company generated an operating loss of $32.4 million for the nine months
ended September 30, 2000, by comparison to $20.8 million for the nine months
ended September 30, 1999, primarily due to amortization charges related to
goodwill pushed down as a result of the Acquisition of @Entertainment, the
expansion of the Company's cable networks and introduction of internet services.
In addition to other operating statistics, the Company measures its financial
performance by EBITDA, an acronym for earnings before interest, taxes,
depreciation and amortization. The Company defines EBITDA to be net loss
adjusted for interest and investment income, depreciation and amortization,
interest expense, foreign currency gains and losses, income taxes, gains and
losses from the sale of assets other than in a normal course of business and
minority interest. The items excluded from EBITDA are significant components in
understanding and assessing the Company's financial performance. The Company
believes that EBITDA and related measures of cash flow from operating activities
serve as important financial indicators in measuring and comparing the operating
performance of media companies. EBITDA is not a U.S. GAAP measure of loss or
cash flow from operations and should not be considered as an alternative to cash
flows from operations as a measure of liquidity. The Company reported positive
EBITDA of $0.2 million for the three months ended September 30, 2000 and
negative EBITDA of $0.9 million for the three months ended September 30, 1999,
and positive EBITDA of $1.6 million and $0.9 million for nine months ended
September 30, 2000 and 1999 respectively.
CABLE TELEVISION REVENUE. Revenue increased $1.2 million or 7.5% from $15.9
million in the three months ended September 30,1999 to $17.1 million in the
three months ended September 30, 2000 and $5.0 million or 10.8% from $46.1
million in the nine months ended September 30, 1999 to $51.1 million in the nine
months ended September 30, 2000. This increase was primarily attributable to a
5.5% increase in the number of basic and intermediate subscribers from
approximately 743,300 at September 30, 1999 to approximately 784,300 at
September 30, 2000, as well as an increase in monthly subscription rates. The
increase in basic and intermediate subscribers was primarily due to build-out of
the Company's existing cable networks.
Revenue from monthly subscription fees represented almost all of the
Company's revenue for the three and nine months ended September 30, 2000 and
1999. During the three and nine months ended September 30, 2000, the Company
generated approximately $1.2 million and $3.3 million, respectively, of
premium subscription revenue as a result of providing the HBO Poland service
pay movie channel and Wizja Sport to subscribers as compared to $0.5 million
and $1.6 million for the same periods in 1999.
23
<PAGE>
DIRECT OPERATING EXPENSES. Direct operating expenses for the three months
ended September 30, 2000 amounted to $11.1 million and remain the same as for
three months ended September 30, 1999 and decreased $0.7 million, or 2.2%
from $31.7 million for the nine months ended September 30, 1999 to $31.0
million for the nine months ended September 30, 2000, principally as a result
of restructuring programming agreements with Wizja TV, an affiliate of the
Company. Direct operating expenses decreased from 69.8% of revenues for the
three months ended September 30, 1999 to 64.9% of revenues for the three
months ended September 30, 2000 and decreased from 68.8% of revenues for the
nine months ended September 30, 1999 to 60.7% of revenues for the nine months
ended September 30, 2000. However, without considering the programming cost
for the purchase of the Wizja programming package recorded in 2000 and 1999
the comparison would have been 22.1% and 34.9% for the nine months ended
September 30, 2000 and 1999 respectively.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased $0.1 million or 1.8% from $5.7 million for the
three months ended September 30, 1999 to $5.8 million for the three months ended
September 30, 2000 and increased $5.1 million or 37.8% from $13.5 million for
the nine months ended September 30, 1999 to $18.6 million for the nine months
ended September 30, 2000. This increase was mainly due to increased selling and
marketing activity compared to the previous year.
As a percentage of revenue, selling, general and administrative expenses
decreased from 35.8% for the three months ended September 30, 1999 to
approximately 33.9% for the three months ended September 30, 2000 and increased
from 29.3% for the nine months ended September 30, 1999 to approximately 36.4%
for the nine months ended September 30, 2000.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense rose $1.9
million, or 20.0%, from $9.5 million for the three months ended September 30,
1999 to $11.4 million for the three months ended September 30, 2000 and $12.3
million, or 56.7%, from $21.7 million for the nine months ended September 30,
1999 to $34.0 million for the nine months ended September 30, 2000, principally
as a result of depreciation and amortization of additional goodwill pushed down
as a result of the Acquisition and the continued build-out of the Company's
cable networks. Depreciation and amortization expense as a percentage of
revenues increased from 59.7% for the three months ended September 30, 1999 to
66.7% for the three months ended September 30, 2000 and from 47.1% for the nine
months ended September 30, 1999 to 66.5% for the nine months ended September 30,
2000.
INTEREST EXPENSE. Interest expense decreased $3.0 million, or 83.3%, from $3.6
million for the three months ended September 30, 1999 to $0.6 million for the
three months ended September 30, 2000 and decreased $9.3 million, or 83.0%, from
$11.2 million for the nine months ended September 30, 1999 to $1.9 million for
the nine months ended September 30, 2000. The decrease is a result of repurchase
of most of its 9 7/8% Senior Notes due 2003 in the fourth quarter of 1999.
INTEREST AND INVESTMENT INCOME/LOSS, NET. Interest and investment income
increased $240,000, or 137.9%, from loss of $174,000 for the three months
ended September 30, 1999 to gain of $66,000 for the three months ended
September 30, 2000 and increased $72,000, or 72.7%, from $99,000 for the nine
months ended September 30, 1999 to $171,000 for the nine months ended
September 30, 2000, primarily due to the reduction in the level of cash used
to fund the Company's operations.
FOREIGN EXCHANGE LOSS, NET. For the three months ended September 30, 2000,
foreign exchange loss amounted to $2.8 million as compared to a foreign exchange
loss of $0.6 million for the three months ended September 30, 1999 and for the
nine months ended September 30, 2000, foreign exchange loss amounted to $7.9
million as compared to a foreign exchange loss of $2.2 million for the nine
months ended September 30, 1999.
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INCOME TAX / EXPENSE. The Company recorded $44,000 of income tax expense for the
three months ended September 30, 2000, as compared to $6,000 for the three
months ended September 30, 1999 and $84,000 of income tax expense for the nine
months ended September 30, 2000, as compared to $33,000 for the nine months
ended September 30, 1999.
NET LOSS. For the three months ended September 30, 2000 and the three months
ended September 30, 1999, the Company had net losses of $14.6 million and $14.9
million, respectively, and for the nine months ended September 30, 2000 and the
nine months ended September 30, 1999, the Company had net losses of $42.1
million and $34.1 million, respectively. These losses were the result of the
factors discussed above.
NET LOSS APPLICABLE TO COMMON STOCKHOLDERS. Net loss applicable to common
stockholders increased from $15.8 million for the three months ended September
30, 1999 to $19.2 million for the three months ended September 30, 2000 and from
$36.8 million for the nine months ended September 30, 1999 to $55.7 million for
the nine months ended September 30, 2000 due to the accretion of redeemable
preferred stock and debenture stock, and the factors discussed above.
LIQUIDITY AND CAPITAL RESOURCES
The Company has met its cash requirements in recent years primarily with (i)
capital contributions and loans from @Entertainment, (ii) borrowings under
available credit facilities, (iii) cash flows from operations, and (iv) the sale
of $130 million aggregate principal amount of the Company's 9 7/8% Senior Notes
due 2003 ("PCI Notes"). The Company had positive cash flows from operating
activities of $1.0 and $3.4 million for nine months ended September 30, 2000
and 1999, respectively, due to increase in amounts due to affiliates.
Since the acquisition of all of the outstanding stock of the Company's parent,
@Entertainment, by UPC on August 6, 1999, the Company has met its capital
requirements primarily through the sale of its Manditorily Redeemable Debenture
Stock for $140.0 million to @Entertainment and an additional debt and capital
contribution from @Entertainment.
Cash used for the purchase and expansion of the Company's cable television
networks was $16.7 million and $17.4 million for nine months ended September 30,
2000 and 1999, respectively.
Pursuant to the indenture governing the PCI Notes (the "PCI Indenture"), the
Company is subject to certain restrictions and covenants, including, without
limitation, covenants with respect to the following matters: (i) limitation on
additional indebtedness; (ii) limitation on restricted payments; (iii)
limitation on issuances and sales of capital stock of restricted subsidiaries;
(iv) limitation on transactions with affiliates; (v) limitation on liens; (vi)
limitation on guarantees of indebtedness by subsidiaries; (vii) purchase of PCI
Notes upon a change of control; (viii) limitation on sale of assets; (ix)
limitation on dividends and other payment restrictions affecting subsidiaries;
(x) limitation on investments in unrestricted subsidiaries; (xi) limitation on
lines of business; (xii) consolidations, mergers and sale of assets; and (xiii)
provision of financial statements and reports. The Company is in compliance with
these covenants.
The Company has pledged to State Street Bank and Trust Company, the trustee for
the PCI Notes (for the benefit of the holders of the PCI Notes) intercompany
notes issued by PCBV, of a minimum aggregate principal amount (together with
cash and cash equivalents of the Company), equal to at least 110% of the
outstanding principal amount of the PCI Notes, and that, in the aggregate,
provide cash collateral or bear interest and provide for principal repayments,
as the case may be, in amounts sufficient to pay interest on the PCI Notes.
Notes payable from PCBV to the Company were $206,034,000 at September 30, 2000
and $176,815,000, $160,830,000 and $134,509,000 at December 31, 1999, 1998 and
1997, respectively.
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The indenture covering the PCI Notes provide that, following a Change of Control
(as defined therein), each noteholder had the right, at such holder's option, to
require the respective issuer to offer to repurchase all or a portion of such
holder's PCI Notes at the repurchase prices, described below. The Company
believes that the August 6, 1999 acquisition by UPC of Entertainment constituted
a Change of Control. Accordingly, PCI made an offer to repurchase (the "Offer")
from the holders of the PCI Notes. The Offer expired at 12:01 PM, New York City
time, on November 2, 1999.
In accordance with the terms of the indenture governing the PCI Notes, the
Company was required to offer to repurchase the PCI Notes at the purchase price
101% of principal. As of August 5, 1999, the Company had $129,668,000 aggregate
principal amount at maturity of PCI Notes outstanding. Pursuant to the Offer,
the Company has purchased $113,237,000 aggregate principal amount of PCI Notes
for an aggregate price of $114,369,370.
To fund the repurchase of the PCI Notes and operations, as of November 3, 1999,
PCI sold @Entertainment 14,000 shares of its Mandatorily Redeemable Debenture
Stock for a total of $140.0 million on an as-issued basis. The Debenture Stock
will be redeemed on December 31, 2003 for a price of $10,000 per share plus
interest at 10% annum from November 3, 1999 to the date of redemption,
compounded annually. UPC funded @Entertainment's purchase of the Mandatorily
Redeemable Debenture Stock. The Company will pledge to @Entertainment
intercompany notes issued by PCBV in an aggregated principal amount of
$176,815,000. The PCI Noteholders will be equally and ratably secured by the
pledge.
The Company's cash on hand will be insufficient to satisfy its commitments and
to complete its current business plan. UPC and @Entertainment are evaluating
various alternatives to meet the Company's capital needs. Future sources of
financing for the Company could include public or private equity, debt or bank
financing or any combination thereof, subject to the restrictions contained in
the indentures governing the outstanding senior indebtedness of the Company,
@Entertainment, UPC, and United GlobalCom, Inc., UPC's parent. Moreover, if the
Company's plans or assumptions change, if its assumptions prove inaccurate, if
it consummates unanticipated investments in or acquisitions of other companies,
if it experiences unexpected costs or competitive pressures, or if existing
cash, and projected cash flow from operations prove to be insufficient, the
Company may need to obtain greater amounts of additional financing. While it is
the Company's intention to enter only into new financing or refinancing that it
considers advantageous, there can be no assurance that such sources of financing
would be available to the Company in the future, or, if available, that they
could be obtained on terms acceptable to the Company. The Company is also
dependent on its parent, @Entertainment, and @Entertainment's parent, UPC, to
provide financing to achieve the Company's business strategy. UPC has declared
that it will continue to financially support PCI and its subsidiaries as a going
concern and accordingly enable the Company and its subsidiaries to meet their
financial obligations if and when needed.
IMPACT OF NEW ACCOUNTING STANDARDS NOT YET ADOPTED
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) 133, ACCOUNTING FOR DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES. SFAS 133 establishes accounting and
reporting standards requiring that every derivative instrument (including
certain derivative instruments embedded in other contracts) be recorded on
the balance sheet as either an asset or liability measured at its fair value.
The statement requires that changes in the derivative's fair value be
recognized currently in earnings unless specific accounting criteria are met.
If a derivative instrument qualifies for hedge accounting, the gains or
losses from the derivative may offset results from the hedged item in the
statement of operations or other comprehensive income, depending on the type
of hedge. To adopt hedge accounting, a company must formally document,
designate and assess the effectiveness of transactions that receive hedge
accounting.
In June 2000, the Financial Accounting Standards Board issued SFAS 138,
ACCOUNTING FOR CERTAIN DERIVATIVE INSTRUMENTS AND CERTAIN HEDGING ACTIVITIES.
This statement addresses a limited number of issues causing implementation
difficulties for numerous entities that apply SFAS 133 and this statement
amends the accounting and reporting standards of SFAS 133 for certain
derivative instruments and certain hedging activities.
SFAS 137 delayed the effective date of SFAS 133 to fiscal years beginning
after June 15, 2000. A company may implement the statements as of the
beginning of any fiscal quarter after issuance; however, SFAS 133 cannot be
applied retroactively.
The Company expects that the adoption of SFAS 133, SFAS 137, and SFAS 138
will not have a material impact on the financial position or the results of
operations of the Company.
In December 1999, the Securities and Exchange Commission ("SEC") issued Staff
Accounting Bulletin No. 101, REVENUE RECOGNITION IN FINANCIAL STATEMENTS
(SAB 101). SAB 101 outlines the SEC's views on applying generally accepted
accounting principles to revenue recognition in financial statements.
Specifically, the bulletin provides both general and specific guidance as to
the periods in which companies should recognize revenues. In addition, SAB
101 also highlights factors to be considered when determining whether to
recognize revenues on a gross or net basis. SAB 101, as amended by SAB 101/A
and SAB 101/B, is effective beginning no later than their fourth fiscal
quarter of the fiscal year beginning after December 15, 1999; as the Company
is a calendar year-end company, this would be the quarter ending December 31,
2000.
SAB 101 permits the effects of the changes to be recorded as a cumulative
effect of a change in accounting principle during the quarter ended December
31, 2000. The Company expects that historically reported net income under
U.S. GAAP will not materially differ from the reported amounts.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The principal market risk (i.e., the risk of loss arising from adverse changes
in market rates and prices) to which the Company is exposed is foreign exchange
rate risk from fluctuations in the Polish zloty currency exchange rate. The
Company's long term debt is primarily subject to a fixed rate, and therefore
variations in the interest rate do not have a material impact on net interest
expense.
FOREIGN EXCHANGE AND OTHER INTERNATIONAL MARKET RISKS
Operating in international markets involves exposure to movements in currency
exchange rates. Currency exchange rate movements typically affect economic
growth, inflation, interest rates, governmental actions and other factors. These
changes, if material, can cause the Company to adjust its financing and
operating strategies. The discussion of changes in currency exchange rates below
does not incorporate these other important economic factors.
International operations constitute 100% of the Company's consolidated operating
loss for the nine months ended September 30, 2000. Some of the Company's
operating and financing expenses and capital expenditures are expected to
continue to be denominated in or indexed in U.S. dollars. By contrast,
substantially all of the Company's revenues are denominated in zloty. Any
devaluation of the zloty against the U.S. dollar that the Company is unable to
offset through price adjustments will require it to use a larger portion of its
revenue to service its U.S. dollar denominated obligations and contractual
commitments.
The Company estimates that 10% change in foreign exchange rates would impact
reported operating loss by approximately $2.1 million. In other terms, a 10%
depreciation of the Polish zloty against the U.S. dollar, would result in a
$2.1 million decrease in the reported operating loss. This was estimated
using 10% of the Company's operating loss after adjusting for unusual
impairment and other items including U.S. dollar denominated or indexed
expenses. The Company believes that this quantitative measure has inherent
limitations because, as discussed in the first paragraph of this section, it
does not take into account any governmental actions or changes in either
customer purchasing patterns or the Company's financing or operating
strategies.
The Company does not generally hedge translation risk. While the Company may
consider entering into transactions to hedge the risk of exchange rate
fluctuations, there is no assurance that it will be able to obtain hedging
arrangements on commercially satisfactory terms. Therefore, shifts in currency
exchange rates may have an adverse effect on the Company's financial results and
on its ability to meet its U.S. dollar denominated debt obligations and
contractual commitments.
Poland has historically experienced high levels of inflation and significant
fluctuations in the exchange rate for the zloty. The Polish government has
adopted policies that slowed the annual rate of inflation from approximately
250% in 1990 to approximately 14.9% in 1997, and approximately 7.3% in 1999. The
rate of inflation for the nine month period ended September 30, 2000 was
approximately 7.9%. The exchange rate for the zloty has stabilized and the rate
of devaluation of the zloty has generally decreased since 1991 and the zloty has
depreciated against the U.S. dollar by approximately 17.4% for the year ended
December 31, 1999 and 9.6% in the first nine months of 2000. The Polish zloty
was released to float freely against the U.S. dollar in April 2000. Inflation
and currency exchange fluctuations have had, and may continue to have, a
material adverse effect on the business, financial condition and results of
operations of the Company.
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PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is involved in litigation from time to time in the ordinary cause of
business. In management's opinion, the litigation in which the Company is
currently involved, individually and in the aggregate, is not material to the
Company's financial condition or results of operations. See also Note 6 to the
Company's unaudited consolidated financial statements for a description of the
PCBV minority shareholder claim.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION:
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the third
quarter of 2000.
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SIGNATURES
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.
POLAND COMMUNICATIONS, INC.
By: /s/ Nimrod J. Kovacs
---------------------------------
Nimrod J. Kovacs
Chairman of the Board of Directors
By: /s/ Simon Boyd
---------------------------------
Simon Boyd
Chief Financial Officer
Date: November 14, 2000
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