<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 JUNE 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 June 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 JUNE 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 22-27
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>
JUNE 30, DECEMBER 31,
2000 1999
----------- -----------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 5,516 $ 3,374
Trade accounts receivable, net of allowance for doubtful accounts
of $2,931 in 2000 and $2,419 in 1999 8,306 6,156
VAT recoverable - 1,243
Prepayments 498 890
Other current assets 436 298
----------- -----------
Total current assets 14,756 11,961
----------- -----------
Property, plant and equipment:
Cable television systems assets 124,710 123,845
Construction in progress 8,479 6,382
Vehicles 620 741
Other 7,210 6,120
----------- -----------
141,019 137,088
Less accumulated depreciation (16,388) (7,478)
----------- -----------
Net property, plant and equipment 124,631 129,610
Inventories for construction 6,501 5,373
Intangibles, net 349,657 377,846
Other assets 2 141
----------- -----------
Total assets $ 495,547 $ 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>
JUNE 30, DECEMBER 31,
2000 1999
----------- -----------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C>
Current liabilities:
Accounts payable and accrued expenses $ 22,050 $ 23,438
Accrued interest 236 243
Deferred revenue 2,178 759
----------- -----------
Total current liabilities 24,464 24,440
----------- -----------
Long-term liabilities:
Due to affiliate 42,481 25,434
Notes payable to parent 8,271 7,763
Notes payable 15,693 16,456
----------- -----------
Total liabilities 90,909 74,093
----------- -----------
Redeemable preferred stock (liquidation value $60,000,000;
6,000 shares authorized, issued and outstanding) 36,718 34,695
Mandatorily Redeemable Debenture Stock, 30,000 shares
authorized; 14,000 shares issued and outstanding
(including accrued dividend) 149,333 142,333
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 338,091 342,315
Accumulated other comprehensive loss (58,871) (35,376)
Accumulated deficit (60,634) (33,130)
----------- -----------
Total stockholder's equity 218,587 273,810
----------- -----------
Total liabilities and stockholder's equity $ 495,547 $ 524,931
=========== ===========
</TABLE>
See accompanying notes to unaudited consolidated
financial statements.
4
<PAGE>
POLAND COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
SUCCESSOR PREDECESSOR SUCCESSOR PREDECESSOR
(NOTE 2) (NOTE 2) (NOTE 2) (NOTE 2)
----------------- ----------------- -------------- ---------------
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
----------------- ----------------- -------------- ---------------
2000 1999 2000 1999
----------------- ----------------- -------------- ---------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
Cable television revenue $ 17,177 $ 15,481 $ 34,030 $ 30,264
Operating expenses:
Direct operating expenses 8,304 10,508 19,889 20,610
Selling, general and administrative expenses 8,491 4,824 12,711 7,820
Depreciation and amortization 11,086 6,265 22,591 12,214
----------------- ----------------- -------------- ---------------
Total operating expenses 27,881 21,597 55,191 40,644
----------------- ----------------- -------------- ---------------
Operating loss (10,704) (6,116) (21,161) (10,380)
Interest and investment income 38 - 105 273
Interest expense (686) (3,612) (1,298) (7,517)
Foreign exchange loss, net (4,680) 83 (5,110) (1,509)
----------------- ----------------- -------------- ---------------
Loss before income taxes (16,032) (9,645) (27,464) (19,133)
Income tax expense (22) (8) (40) (27)
----------------- ----------------- -------------- ---------------
Net loss (16,054) (9,653) (27,504) (19,160)
Accretion of redeemable preferred stock (1,026) (916) (2,023) (1,807)
Accrued dividend on Mandatorily Redeemable
Debenture Stock (3,500) - (7,000) -
----------------- ----------------- -------------- ---------------
Net loss applicable to holders of common stock $ (20,580) $ (10,569) $ (36,527) $ (20,967)
================= ================= ============== ===============
Basic and diluted net loss per common share $ (1,086.13) $ (557.79) $ (1,927.75) $ (1,106.55)
================= ================= ============== ===============
</TABLE>
See accompanying notes to unaudited consolidated
financial statements.
5
<PAGE>
POLAND COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(UNAUDITED)
<TABLE>
<CAPTION>
SUCCESSOR PREDECESSOR SUCCESSOR PREDECESSOR
(NOTE 2) (NOTE 2) (NOTE 2) (NOTE 2)
---------------- ----------------- --------------- ---------------
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
---------------- ----------------- --------------- ---------------
2000 1999 2000 1999
---------------- ----------------- --------------- ---------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Net loss $ (16,054) $ (9,653) $ (27,504) $ (19,160)
Other comprehensive (loss) / income:
Translation adjustment (24,345) 1,966 (23,495) (17,722)
---------------- ----------------- --------------- ---------------
Comprehensive loss $ (40,399) $ (7,687) $ (50,999) $ (36,882)
================ ================= =============== ===============
</TABLE>
See accompanying notes to unaudited consolidated
financial statements.
6
<PAGE>
POLAND COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SUCCESSOR (NOTE 2) PREDECESSOR (NOTE 2)
------------------ --------------------
SIX MONTHS ENDED SIX MONTHS ENDED
JUNE 30, 2000 JUNE 30, 1999
------------------ --------------------
(IN THOUSANDS)
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (27,504) $ (19,160)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Depreciation and amortization 22,591 12,214
Amortization of notes payable discount and issue costs 523
Unrealised foreign exchange gain 3,084 -
Changes in operating assets and liabilities:
Accounts receivable (2,490) (2,158)
Other current assets 1,497 (79)
Accounts payable (7,012) (5,110)
Accrued interest (7) -
Amounts due to affiliates 4,255 8,349
Deferred revenue 1,461 825
Other -
------------------ --------------------
Net cash provided by operating activities (4,125) (4,596)
------------------ --------------------
Cash flows from investing activities:
Construction and purchase of property, plant and equipment (5,790) (9,483)
Notes receivable from affiliate 449
Purchase of intangibles (398) (145)
------------------ --------------------
Net cash used in investing activities (6,188) (9,179)
------------------ --------------------
Cash flows from financing activities:
Proceeds from parent 13,300 10,978
Repayment of notes payable (763) (245)
Capital increase 4,000
------------------ --------------------
Net cash (used in)/provided by financing activities 12,537 3,755
------------------ --------------------
Net decrease in cash and cash equivalents 2,224 (10,020)
Effect of exchange rates on cash and cash equivalents (82) -
Cash and cash equivalents at beginning of period 3,374 2,574
------------------ --------------------
Cash and cash equivalents at end of period $ 5,516 $ (7,446)
================== ====================
Supplemental cash flow information:
Cash paid for interest $ 880 $ 142
================== ====================
Cash paid for income taxes $ 31 $ 37
================== ====================
</TABLE>
See accompanying notes to unaudited consolidated
financial statements.
7
<PAGE>
POLAND COMMUNICATIONS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 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 June 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. In the second quarter
of 2000, this figure increased by $12.0 million to $991.3 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 $416.8 million of goodwill
of which $4.8 million is related to the arbitration described above.
The following pro forma condensed consolidated results for the six months ended
June 30, 2000 and 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>
SIX MONTHS ENDED JUNE 30,
2000 (UNAUDITED) SIX MONTHS ENDED JUNE 30, 1999 (UNADITED)
--------------------------- -----------------------------------------------------------
HISTORICAL HISTORICAL PRO FORMA
<S> <C> <C> <C>
Service and other revenue $ 34,030 $ 30,264 $ 30,264
=========================== =========================== ===========================
Net loss $ (27,504) $ (19,160) $ (31,444)
=========================== =========================== ===========================
</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 June 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-language
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 integral 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, for the period at least through
January 31, 2001.
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 correspondiong period's unaudited
consolidated financial statement to conform to the unaudited consolidated
financial statement presentation for the six months ended June 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 three month periods and six
month periods ended June 30, 2000 and 1999.
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 June 30, 2000, the Company had a minimum commitment under such
agreements of approximately $25,538,000 over the next five years approximating
$5,457,000 for the remainder of 2000, $5,003,000 in 2001, $4,872,000 in 2002,
$5,078,000 in 2003 and $5,128,000 in 2004. For the six months ended June 30,
2000 and 1999, the Company incurred programming fees of approximately
$11,716,000 and $12,886,000 respectively, pursuant to these agreements.
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. SUBSEQUENT EVENTS
11
<PAGE>
On July 26, 2000 the Polish Ministry of Telecommunication issued a 15-year data
transmission license to Polska Telewizja Kablowa Operator Sp. z o.o., owned in
part by subsidiaries of the Company, 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 PTK Operator Sp. z o.o. to provide broadband
internet services to its customers.
As of June 30, 2000 about 76% 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.
12
<PAGE>
POLAND CABLEVISION (NETHERLANDS) B.V.
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
------------- ---------------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 4,242 $ 2,838
Trade accounts receivable, net of allowances of $2,057 in 2000
and $1,568 in 1999 8,061 5,909
VAT recoverable - 1,285
Prepayments 344 568
Other current assets 420 350
------------- ---------------
Total current assets 13,067 10,950
------------- ---------------
Property, plant and equipment:
Cable television system assets 94,732 92,535
Construction in progress 7,398 5,632
Vehicles 393 498
Other 7,440 6,288
------------- ---------------
109,963 104,953
Less accumulated depreciation (13,270) (6,067)
------------- ---------------
Net property, plant and equipment 96,693 98,886
Inventories for construction 5,976 4,453
Intangibles, net 307,707 338,771
------------- ---------------
Total assets $ 423,443 $ 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>
JUNE 30, DECEMBER 31,
2000 1999
-------------- ---------------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C>
Current liabilities:
Accounts payable and accrued expenses $ 17,532 $ 18,825
Deferred revenue 2,014 594
-------------- ---------------
Total current liabilities 19,546 19,419
Long-term liabilities:
Due to affiliate 53,717 52,358
Notes payable to PCI 197,361 176,815
-------------- ---------------
Total liabilities 270,624 248,592
-------------- ---------------
Stockholders' equity:
Capital stock, $0.50 par value; 200,000 shares
authorized, issued and outstanding 100 100
Paid-in capital 267,564 267,564
Accumulated other comprehensive loss (51,585) (30,950)
Accumulated deficit (63,260) (32,246)
-------------- ---------------
Total stockholders' equity 152,819 204,468
-------------- ---------------
Total liabilities and stockholders' equity $ 423,443 $ 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 PREDECESSOR SUCCESSOR PREDECESSOR
(NOTE 2) (NOTE 2) (NOTE 2) (NOTE 2)
------------ ------------ ------------ -----------
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
------------ ------------ ------------ -----------
2000 1999 2000 1999
------------ ------------ ------------ -----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
Cable television revenue $ 16,185 $ 14,182 $ 32,109 $ 24,392
Operating expenses:
Direct operating expenses 11,446 10,365 22,953 17,288
Selling, general and administrative expenses 5,002 3,626 7,789 5,542
Depreciation and amortization 10,590 3,491 20,482 7,261
------------ ------------ ------------ -----------
Total operating expenses 27,038 17,482 51,224 30,091
------------ ------------ ------------ -----------
Operating loss (10,853) (3,300) (19,115) (5,699)
Interest income 39 26 105 37
Interest expense (3,785) (3,462) (7,301) (6,846)
Foreign exchange loss, net (4,277) 271 (4,679) (1,687)
------------ ------------ ------------ -----------
Loss before income taxes (18,876) (6,465) (30,990) (14,195)
Income tax expense (8) (8) (24) (27)
Minority interest - - - -
Net loss $ (18,884) $ (6,473) $ (31,014) $ (14,222)
============ ============ ============ ===========
Basic and diluted net loss per common share $ (94.42) $ (32.37) $ (155.07) $ (71.11)
------------ ------------ ------------ -----------
</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 PREDECESSOR SUCCESSOR PREDECESSOR
(NOTE 2) (NOTE 2) (NOTE 2) (NOTE 2)
------------ ----------- ------------ ------------
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
------------ ----------- ------------ ------------
2000 1999 2000 1999
------------ ----------- ------------ ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Net loss $ (18,884) $ (6,473) $ (31,014) $ (14,222)
Other comprehensive (loss) / income:
Translation adjustment (21,375) 2,102 (20,635) (12,657)
------------ ----------- ------------ ------------
Comprehensive loss $ (40,259) $ (4,371) $ (51,649) $ (26,879)
============ =========== ============ ============
</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 (NOTE 2) PREDECESSOR (NOTE 2)
------------------- --------------------
SIX MONTHS ENDED SIX MONTHS ENDED
JUNE 30, 2000 JUNE 30, 1999
------------------- --------------------
(IN THOUSANDS)
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (31,014) $ (14,222)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Depreciation and amortization 20,482 7,261
Interest expense added to notes payable
to PCI 7,233 6,846
Unrealized foreign exchange gain 2,676 -
Changes in operating assets and liabilities:
Accounts receivable (2,478) (2,549)
Other current assets 1,317 (202)
Accounts payable (7,143) (4,030)
Deferred revenue 1,453 1,229
Amounts due to affiliates 1,359 12,614
Other - -
------------------- --------------------
Net cash provided by operating activities (6,115) 6,947
------------------- --------------------
Cash flows from investing activities:
Construction and purchase of property, plant and equipment (5,447) (8,163)
Purchase of intangible assets (278) (145)
------------------- --------------------
Net cash used in investing activities (5,725) (8,308)
------------------- --------------------
Cash flows from financing activities:
Proceeds from borrowings from affiliates 13,313 2,385
------------------- --------------------
Net cash provided by financing activities 13,313 2,385
------------------- --------------------
Net decrease in cash 1,473 1,024
Effect of exchange rates on cash and cash equivalents (69) -
Cash and cash equivalents at beginning of the period 2,838 1,463
------------------- --------------------
Cash and cash equivalents at end of the period $ 4,242 $ 2,487
=================== ====================
Supplemental cash flow information:
Cash paid for interest $ - $ 400
=================== ====================
Cash paid for income taxes $ 17 $ 16
=================== ====================
</TABLE>
See accompanying notes to unaudited consolidated
financial statements.
17
<PAGE>
POLAND CABLEVISION (NETHERLANDS) B.V.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 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 June
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. In the second quarter
of 2000, this figure increased by $12.0 million to $991.3 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 million of goodwill.
The following pro forma condensed consolidated results for the six months ended
June 30, 2000 and 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>
SIX MONTHS ENDED JUNE
30, 2000 (UNAUDITED) SIX MONTHS ENDED JUNE 30, 1999 (UNADITED)
------------------------- -------------------------------------------------------
HISTORICAL HISTORICAL PRO FORMA
<S> <C> <C> <C>
Service and other revenue $ 32,109 $ 23,392 $ 24,392
========================= ========================= =========================
Net loss $ (31,014) $ (14,222) $ (26,024)
========================= ========================= =========================
</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 June 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-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 thecontent 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, for the
period at least through January 31, 2001.
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 six months ended June 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 the six month periods ended
June 30, 2000 and 1999.
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. SUBSEQUENT EVENTS
On July 26, 2000 the Polish Ministry of Telecommunication issued a 15-year
data transmission license to Polska Telewizja Kablowa Operator Sp. z o.o.,
owned in part by the Company, 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 the PTK Operator Sp. z o.o. to provide broadband internet
services to its customers.
As of June 30, 2000 about 76% 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.
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 1,793,300 homes passed and approximately 1,038,300 total
subscribers as at June 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 June 30,
22
<PAGE>
2000, approximately 71.7% 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 25 channels.
On September 18, 1999, the Company launched a proprietary premium channel
called Wizja Sport. The Company is planning to launch internet services on
certain of its cable networks in the coming months and has been investing in
upgrading its network to provide this service.
As of June 30, 2000 about 76% 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 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 $21.2 million for the six months
ended June 30, 2000, in the compare to $10.4 million for the six months ended
June 30, 1999, primarily due amortization charges related to goodwill pushed
down as a result of the Acquisition of @Entertainment and the expansion of the
Company's cable networks.
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 $0.3 million and $0.1 million for the three months ended June 30, 2000
and 1999 respectively, and $1.4 million and $1.8 million for six months ended
June 30, 2000 and 1999 respectively.
CABLE TELEVISION REVENUE. Revenue increased $1.7 million or 11.0% from $15.5
million in the three months ended June 30,1999 to $17.2 million in the three
months ended June 30, 2000 and $3.7 million or 12.2% from $30.3 million in the
six months ended June 30, 1999 to $34.0 million in the six months ended June 30,
2000. This increase was primarily attributable to a 5.9% increase in the number
of basic and intermediate subscribers from approximately 747,600 at June 30,
1999 to approximately 791,400 at June 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
cable television revenue for the three and six months ended June 30, 2000 and
1999. During the three and six months ended June 30, 2000, the Company generated
approximately $1.2 million and $2.1 million, respectively, of premium
subscription revenue as a result of providing the HBO Poland service pay movie
channel and Wizja Sport to cable subscribers as compared to $0.5 million and
$1.1 million for the same periods in 1999.
23
<PAGE>
DIRECT OPERATING EXPENSES. Direct operating expenses decreased $2.2 million,
or 21.0%, from $10.5 million for the three months ended June 30, 1999 to $8.3
million for the three months ended June 30, 2000 and decreased $0.7 million,
or %3.4 from $20.6 million for the six months ended June 30, 1999 to $19.9
million for the six months ended June 30, 2000, principally as a result of
restructuring of programming agreements with Wizja TV, a sister corporation
of the Company. Direct operating expenses decreased from 67.7% of revenues
for the three months ended June 30, 1999 to 48.3% of revenues for the three
months ended June 30, 2000 and decreased from 68.0% of revenues for the six
months ended June 30, 1999 to 58.5% of revenues for the six months ended June
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 25.5% and 31.6% for the six months ended June 30, 2000 and
1999 respectively.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased $3.7 million or 77.1% from $4.8 million for
the three months ended June 30, 1999 to $8.5 million for the three months
ended June 30, 2000 and increased $4.9 million or 62.8% from $7.8 million for
the six months ended June 30, 1999 to $12.7 million for the six months ended
June 30, 2000. This increase was mainly due to the cost of providing
programming guides to customers and increased selling and marketing activity
compared to the previous year.
As a percentage of revenue, selling, general and administrative expenses
increased from 31.0% for the three months ended June 30, 1999 to approximately
49.4% for the three months ended June 30, 2000 and increased from 25.7% for the
six months ended June 30, 1999 to approximately 37.4% for the six months ended
June 30, 2000.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense rose $4.8
million, or 76.2%, from $6.3 million for the three months ended June 30, 1999 to
$11.1 million for the three months ended June 30, 2000 and $10.4 million, or
85.2%, from $12.2 million for the six months ended June 30, 1999 to $22.6
million for the six months ended June 30, 2000, principally as a result of
depreciation and amortization of additional goodwill pushed down as a result of
Acquisition and the continued build-out of the Company's cable networks.
Depreciation and amortization expense as a percentage of revenues increased from
40.6% for the three months ended June 30, 1999 to 64.5% for the three months
ended June 30, 2000 and from 40.3% for the six months ended June 30, 1999 to
66.5% for the six months ended June 30, 2000.
INTEREST EXPENSE. Interest expense decreased $2.9 million, or 80.6%, from
$3.6 million for the three months ended June 30, 1999 to $0.7 million for the
three months ended June 30, 2000 and decreased $6.2 million, or 82.7%, from
$7.5 million for the six months ended June 30, 1999 to $1.3 million for the
six months ended June 30, 2000. The decrease is a result of repurchase of
most of its 9 7/8% Senior Notes due 2002 in the fourth quarter of 1999.
INTEREST AND INVESTMENT INCOME. Interest and investment income increased
$38,000, or 100%, from none for the three months ended June 30, 1999 to $38,000
for the three months ended June 30, 2000 and decreased $168,000, or 61.5%, from
$273,000 for the six months ended June 30, 1999 to $105,000 for the six months
ended June 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 June 30, 2000, foreign
exchange loss amounted to $4.7 million as compared to a foreign exchange gain of
$0.1 million for the three months ended June 30, 1999 and for the six months
ended June 30, 2000, foreign exchange loss amounted to $5.1million as compared
to a foreign exchange loss of $1.5 million for the six months ended
June 30, 1999.
24
<PAGE>
INCOME TAX / EXPENSE. The Company recorded $22,000 of income tax expense for the
three months ended June 30, 2000, as compared to $8,000 for the three months
ended June 30, 1999 and $40,000 of income tax expense for the six months ended
June 30, 2000, as compared to $27,000 for the six months ended June 30, 1999.
NET LOSS. For the three months ended June 30, 2000 and the three months ended
June 30, 1999, the Company had net losses of $16.1 million and $9.7 million,
respectively, and for the six months ended June 30, 2000 and the six months
ended June 30, 1999, the Company had net losses of $27.5 million and $19.2
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 $10.6 million for the three months ended June 30,
1999 to $20.6 million for the three months ended June 30, 2000 and from $21.0
million for the six months ended June 30, 1999 to $36.5 million for the six
months ended June 30, 2000 due to the accretion of redeemable preferred 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 negative cash flows from operating
activities of $4.1 and $4.6 million for six months ended June 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 million to @Entertainment and an additional debt
contribution of $13.3 million from @Entertainment.
Cash used for the purchase and expansion of the Company's cable television
networks was $5.8 million and $9.5 million for six months ended June 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 $197,361,000 at June 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 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, for the period at least through
January 31, 2001.
YEAR 2000 COMPLIANCE
The Company has not experienced any problems with its computer systems relating
to distinguishing twenty-first century dates from twentieth century dates, which
generally are referred to as year 2000 problems. The Company is also not aware
of any material year 2000 problems with its clients or vendors. The Company has
not incurred material expenses or experienced any material operation disruptions
as a result of any year 2000 problems.
Impact of New Accounting Standards Not Yet Adopted
NEW ACCOUNTING PRINCIPLES
The Financial Accounting Standards Board ("FASB") recently issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" ("SFAS 133"), which requires that companies recognize
all derivatives as either assets or liabilities in the balance sheet at fair
value. Under this statement, accounting for changes in fair value of a
derivative depends on its intended use and designation. In June 1999, the FASB
approved Statement of Financial Accounting Standards No. 137, "Accounting for
Derivative Instruments and Hedging Activities - Deferral of Effective Date of
FASB Statement No. 133" ("SFAS 137"). SFAS
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137 amends the effective date of SFAS 133, which will apply to the Company as
of the first quarter 2001. The Company is currently assessing the effect of
this new standard.
On December 3, 1999 the SEC Staff Accounting Bulletin No. 101 ("SAB 101") was
released and provides the staff's views in applying generally accepted
accounting principles to selected revenue recognition issues On March 24 and
June 26, 2000, the staff issued the Staff Accounting Bulletin No. 101A and
No. 101B, respectively, to delay the implementation date of SAB 101, which
now will be implemented in the Company in the fourth quarter of 2000, instead
of the Company's first quarter of 2000, as originally provided in SAB 101.
The Company is currently assessing the effect of this new guidance.
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 six months ended June 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 $0.7 million. In other terms, a 10%
depreciation of the Polish zloty against the U.S. dollar, would result in a $0.7
million increase 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 six month period ended June 30, 2000 was
approximately 6.4%. 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 5.8% in the first six 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
second 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: August 14, 2000
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