<PAGE>
As filed with the Securities and Exchange Commission on September 23, 1999
Registration No. 333-84427
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
Amendment No. 1
to
FORM S-1
REGISTRATION STATEMENT
Under The Securities Act of 1933
--------------
United Pan-Europe Communications N.V.
(Exact name of registrant as specified in its charter)
The Netherlands 4841 98-0191997
(Primary Standard (I.R.S. Employer
(State or other Industrial Identification No.)
jurisdiction Classification Code
ofincorporation or Number)
organization)
Fred. Roeskestraat 123
P.O. Box 74763
1076 EE Amsterdam, The Netherlands
+31 20 778 9840
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
--------------
Michael T. Fries, Chairman
c/o UnitedGlobalCom, Inc.
4643 South Ulster Street, Suite 1300
Denver, Colorado 80237
(303) 770-4001
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------
Copies to:
Garth B. Jensen, Esq.
Richard L. Muglia, Esq.
Holme Roberts & Owen LLP Skadden, Arps, Slate, Meagher & Flom
1700 Lincoln, Suite 4100 LLP
Denver, Colorado 80203 One Canada Square, Canary Wharf
(303) 861-7000 London E14 5DS England
+44 171 519 7000
--------------
Approximate Date of Commencement of Proposed Sale to the Public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]
--------------
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed maximum
of aggregate
Title of each class of offering Amount of
securities to be registered price(2) registration fee
- -------------------------------------------------------------------------------
<S> <C> <C>
Ordinary Shares A(1)....................... $10,000,000 $2,780(3)
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) Includes (i) Ordinary Shares A that are to be offered and sold in the form
of Ordinary Shares or American Depositary Shares, (ii) Ordinary Shares that
the Underwriters may purchase in the form of Ordinary Shares or American
Depositary Shares to cover over-allotments, if any, and (iii) Ordinary
Shares that are to be offered and sold to persons outside the United States
but that may be resold by persons from time to time in the United States
during the distribution. The Ordinary Shares are not being registered
hereby for purposes of sale outside the United States. The American
Depositary Shares (each representing one Ordinary Share) evidenced by
American Depositary Receipts upon deposit of the Ordinary Shares registered
hereby are being registered under a separate registration statement on Form
F-6.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o).
(3) This amount has already been paid.
--------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ +
+The information in this preliminary prospectus is not complete and may be +
+changed. These securities may not be sold until the registration statement +
+filed with the Securities and Exchange Commission is effective. This +
+preliminary prospectus is not an offer to sell these securities nor does it +
+seek an offer to buy these securities in any jurisdiction where the offer or +
+sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion. Dated September 23, 1999.
[LOGO OF UNITED PAN-EUROPE COMMUNICATIONS N.V. APPEARS HERE]
United Pan-Europe Communications N.V.
Ordinary Shares A
in the form of American Depositary Shares or Ordinary Shares A
-----------
This is a global offering of ordinary shares A of United Pan-Europe
Communications N.V. UPC is also offering the A shares in the form of American
Depositary Shares. Each ADS represents one A share.
UPC's A shares are traded on the Stock Market of Amsterdam Exchanges under
the symbol "UPC" and ADSs representing UPC's A shares are traded on the Nasdaq
National Market under the symbol "UPCOY". On September 21, 1999, the last
reported sale price of UPC's A share ADSs on the Nasdaq National Market was
$63.00 per ADS.
See "Risk Factors" beginning on page 12 to read about certain factors you
should consider before buying ordinary shares or ADSs.
-----------
Neither the Securities and Exchange Commission nor any other regulatory body
has approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus. Any representation to the contrary is a criminal
offense.
-----------
<TABLE>
<CAPTION>
Per ADS Per Ordinary Share A Total, at ADS price
------- -------------------- -------------------
<S> <C> <C> <C>
Initial price to public...... $ (Euro) $
Underwriting discount........ $ (Euro) $
Proceeds, before expenses, to
UPC......................... $ (Euro) $
</TABLE>
To the extent that the underwriters sell more than A shares or ADSs, the
underwriters have the option to purchase up to an additional A shares or
ADSs from UPC at the initial price to public less the underwriting discount.
-----------
The underwriters expect to deliver the Ordinary Shares A evidencing the ADSs
and the ADRs evidencing the ADSs against payment in U.S. dollars in New York,
New York and the A shares through the facilities of NECIGEF, Morgan Guaranty
Trust Company of New York, Brussels office, as operator of the Euroclear
System, and Cedelbank, against payment in euros on October . , 1999.
-----------
Goldman Sachs International Morgan Stanley Dean Witter
-----------
Goldman, Sachs & Co.
Morgan Stanley Dean Witter
Donaldson, Lufkin & Jenrette
Merrill Lynch & Co.
Salomon Smith Barney
-----------
Prospectus dated , 1999.
<PAGE>
[MAP OF OUR SERVICE AREAS APPEARS HERE]
/1/Since our initial public offering in February 1999.
<TABLE>
<CAPTION>
[LOGO OF UNITED PAN- [LOGO OF PRIORITY [LOGO OF CHELLO
EUROPE COMMUNICATIONS TELECOM APPEARS HERE] BROADBAND APPEARS
APPEARS HERE] HERE]
<S> <C> <C>
. Established, highly . Offering residential and . High speed Internet/data
penetrated cable networks business services at services
discounted pricing
. 6.4 million aggregate . 118,000 aggregate . 35,000 aggregate
franchise homes telephone lines (27,000 subscribers
(10.7 million including our cable telephone lines)
new
acquisitions)
. 5.3 million aggregate homes .European market . E-commerce/advertising,
passed deregulation content aggregation and
(8.6 million including our integration
new
acquisitions)
. 3.8 million aggregate . Number portability . Flat fee, "always on"
subscribers service
(5.6 million including our
new
acquisitions)
</TABLE>
One stop shopping for all personal and business communication needs.
<PAGE>
No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this prospectus. You must
not rely on any unauthorized information or representations. This prospectus is
an offer to sell only the shares offered hereby, but only under circumstances
and in jurisdictions where it is lawful to do so. The information contained in
this prospectus is current only as of its date.
TABLE OF CONTENTS
<TABLE>
<S> <C>
Page Page
</TABLE>
<TABLE>
<S> <C>
Prospectus Summary 1
Risk Factors 12
Disclosure Regarding Forward-Looking
Statements 22
Use of Proceeds 23
Dividend Policy 23
Exchange Rate Data 24
Capitalization 25
Market Prices of our A Shares 26
Unaudited Pro Forma Condensed
Consolidated Financial Data 27
Selected Consolidated Financial Data 40
UPC Management's Discussion and
Analysis of Financial Condition and
Results of Operations 42
@Entertainment Management's Discussion and Analysis of Financial
Condition and Results of Operations 75
Business 92
Regulation 145
</TABLE>
<TABLE>
<S> <C>
Management 166
Security Ownership of Certain Beneficial
Owners and Management 176
Certain Transactions and Relationships 177
Description of Share Capital 182
Summary of Additional Material Provisions
of the Articles of Association and Other
Matters 185
Description of American Depositary
Shares 187
Taxation 195
Shares Eligible for Future Sale 203
Legal Matters 204
Experts 204
Enforcement of Civil Liabilities 205
Available Information 206
Stock Market of Amsterdam Exchanges Listing 206
Index to Financial Statements F-1
Underwriting U-1
</TABLE>
<PAGE>
PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus.
This summary does not contain all of the information that you should consider
before investing in our shares. You should read the entire prospectus
carefully, especially the risks of investing in our shares discussed under
"Risk Factors."
Unless otherwise stated, the information presented in this prospectus has
not been adjusted for the acquisitions described below under "The New
Acquisitions." Certain of these new acquisitions, including the acquisitions of
Kabel Plus and Kabel Haarlem, have not yet been completed and are subject to
closing conditions, including regulatory approvals. There can be no assurance
that all such approvals will be obtained or conditions satisfied and,
accordingly, one or more of these new acquisitions may not be completed.
Some of the financial and operating figures appearing in this prospectus are
qualified by the terms "aggregate," "proportionate" and "consolidated." When we
refer to information as "aggregate," we mean that the information is given in
respect of all systems in which we hold any equity interest that we either
consolidate or account for using the equity method for financial accounting
purposes in accordance with the applicable generally accepted accounting
principles as though we wholly owned them. When we refer to information as
"proportionate," we mean that we have multiplied the figures attributable to
each operating system in which we own any equity interest by our percentage of
the equity of that system we own. When we refer to information as
"consolidated," we mean that the figures that we present are the sum of those
for all systems we consolidate in accordance with applicable generally accepted
accounting principles. All references in the prospectus to "guilders" and "NLG"
are to Dutch guilders and all references to "dollars" and "$" are to United
States dollars. Unless otherwise indicated, we have calculated all conversions
in this prospectus between dollars and Dutch guilders on the basis of June 30,
1999 exchange rates.
General Information About Us and Our Business
Overview
We own and operate broadband communications networks in 11 countries in
Europe and in Israel. We provide communications services in many European
countries through our three business lines: cable television, telephone and
Internet/data services. Our subscriber base is one of the largest of any group
of broadband communications networks operated across Europe.
Our Western European systems are located in Austria, Belgium, France, The
Netherlands, Norway and Sweden. These systems are located in the capital cities
of Vienna, Brussels, Amsterdam, Oslo and Stockholm, as well as suburban Paris.
Our Central and Eastern European systems are located in the Czech Republic,
Hungary, Poland, Romania and the Slovak Republic. These operations are located
in the capital cities of Prague, Budapest, Warsaw, Bucharest and Bratislava. We
also have operations in distinct regions in the Czech Republic, Romania, and
the Slovak Republic and, in the case of Poland, in eight regional clusters
centered around eight of the ten major cities. We also have systems in Israel
and Malta located in and around the cities of Tel Aviv and Valletta.
We intend to continue to increase our presence in the European market
through acquisitions as the European telecommunications market consolidates,
and to implement our branded package of video, voice and Internet/data product
offerings in systems we acquire. In February 1999, we completed our initial
public offering, and as of September 21, 1999, our equity market capitalization
was approximately NLG17.6 billion ($8.3 billion).
1
<PAGE>
Our existing operating companies consist primarily of highly penetrated,
mature, broadband systems that generate stable cash flow. As of June 30, 1999,
our average aggregate cable television subscriber penetration rate was 72.4%.
Our average monthly cable television subscriber churn during 1998 was less than
1% for our basic video services. Some of our key operating statistics as of
June 30, 1999 are as follows:
. On an aggregate basis, our systems had about 6.4 million homes in their
service areas. Of these, approximately 5.3 million homes were passed by
the cable in our network and thus capable of receiving our video
services. About 3.8 million of these homes, or approximately 72.4% of the
homes passed, subscribed to our basic video services.
. Adjusted for the completion of all of our new acquisitions, other than
the recently announced Kabel Haarlem acquisition, on an aggregate basis,
our systems would have had 10.7 million homes in their license areas, 8.6
million of which were passed by our networks, and 5.6 million
subscribers, or approximately 65.2% of the homes passed, would have
subscribed to our basic video service.
. On a proportionate basis, 3.2 million subscribers, or 72.1% of the homes
passed, subscribe to our basic video services. Adjusted for completion of
all of our new acquisitions, other than the recently announced Kabel
Haarlem acquisition, on a proportionate basis, our systems would have had
5.2 million subscribers to our basic video services, or 65.3% of the
homes passed.
We have undertaken a significant upgrade of our cable television
infrastructure, beginning in 1994 with our Western European systems. When we
upgrade, we replace parts of the coaxial cable with fiber optic lines and
upgrade the remaining coaxial cable to increase transmission speed and enable
signals to be sent both to and from the subscriber's home. This upgrading
enables us to provide digital video, telephone and Internet/data services. As
of June 30, 1999, the upgraded parts of our existing networks in Austria,
Belgium, France, Norway and The Netherlands passed about 66.7% of the 3.1
million homes passed by those networks and we anticipate that, by the end of
1999, upgraded systems will pass 87% of homes in those service areas. We have
also begun to upgrade our Central and Eastern European systems. As of June 30,
1999, on an aggregate basis, our existing systems had approximately 27,000
cable telephone lines and approximately 52,675 high speed Internet access
subscribers. By July 31, 1999, our existing systems had about 5,233 kilometers
of high capacity active fiber optic infrastructure. We also had more than
36,823 kilometers of coaxial distribution cable. About 21,924 kilometers of
this coaxial cable has been upgraded.
Our large existing customer base, combined with our upgraded network,
provides us with an opportunity to add to our cash flow by selling additional
services, such as enhanced video, telephone and Internet/data services to our
existing cable subscribers. Once the network upgrade is complete, these
additional services can be added at a relatively low incremental cost. During
the six months ended June 30, 1999, we increased the number of cable telephone
and Internet access subscribers by approximately 24,250 and 28,325,
respectively, which represent 62.7% and 116.4% increases from December 31,
1998, respectively.
In addition to the intrinsic growth of our existing systems, we have
expanded our coverage by selectively acquiring cable television and
telecommunications systems and by increasing our ownership percentage in some
systems. Since our initial public offering in February 1999 and excluding our
recently announced Kabel Haarlem acquisition, we have made or agreed to make 10
system acquisitions in Europe that pass a total of 5.5 million homes with a
total of 3.7 million subscribers, plus an additional 146,095 direct-to-home
("DTH") subscribers in Poland, as of June 30, 1999. For example, we recently
acquired @Entertainment, Inc., which owns and operates systems in Poland, and
the remaining 50% interest in A2000 that we did not already own. Our strategy
also has been to dispose of some minority ownership interests where we could
not acquire control. Our continuing program of acquisitions and
2
<PAGE>
consolidation allows us to upgrade and improve our current services and to
achieve substantial economies of scale and to implement our branded package of
video, voice and Internet/data product offerings.
New Business Lines
We believe the European telecommunications market offers significant growth
opportunities. Most European Union member countries and Norway had opened their
telephone industries to competition by January 1, 1998. This liberalization
means that new providers like our company can offer telephone and other
telecommunications services in addition to core broadband, cable-based video
services. Due to this change in regulation and technological advances, a single
cable connection to the home or business can deliver video, telephone and
Internet/data services. We can now offer all three services as an integrated
package in those Western European markets where we have upgraded our network.
We believe that our upgraded networks, combined with our ability to leverage
our existing subscriber base, give us a considerable advantage over existing
fixed line operators and over other new market entrants.
We offer local telephone services under the brand name Priority Telecom in
our Austrian, Dutch, French and Norwegian systems. A2000 has offered cable
telephone services since July 1997. By June 30, 1999, A2000 served
approximately 29,875 lines (including business lines) covering approximately
26,050 cable telephone subscribers. We launched cable telephone services in
Vienna in February 1999, in suburban Paris in March 1999, in Oslo in April
1999, and in The Netherlands in Arnhem in May 1999 and in Apeldoorn and
Eindhoven in June 1999.
Under our chello broadband brand name, we have introduced a portal service
giving high speed access to the Internet through cable modems. Cable modem
technology can provide Internet access at speeds significantly faster than
traditional modems that use telephone lines. Through our chello portal we see
significant opportunities to increase revenues through the offering of content,
e-commerce and advertising.
We believe that we can further increase the attractiveness of our video
service offerings by providing additional programming content on our video and
Internet services. We intend to enhance the quality of our content through
development of our own existing programming businesses and the acquisition of
interests in other programming businesses. We already are pursuing this
strategy through UPC tv, which launched two channels in April 1999 and plans to
launch three more by Autumn 1999 (See "Business--UPC Video Services: Video
Distribution and Programming--Video Distribution Overview"). In February 1999,
we acquired from our majority shareholder, UnitedGlobalCom, Inc. ("United"), a
33.5% interest in IPS, a group of programming entities focusing on the Spanish-
and Portuguese-speaking markets. We increased our interest in IPS to 50% in May
1999. In addition, through our acquisition of @Entertainment, we also acquired
a programming business in Poland. We also recently purchased a strategic
interest in another programming business, SBS Broadcasting S.A. ("SBS"), which
is chartered in Luxembourg and primarily operates in Sweden and in eight other
countries in Europe.
3
<PAGE>
Our New Acquisitions
The following are the acquisitions we have made or agreed to make since our
initial public offering in February 1999. Those acquisitions that have not yet
closed are subject to a number of significant closing conditions, including
regulatory approvals, that may not be satisfied. Some of these acquisitions may
not, therefore, close. See "Business--Operating Companies" and "Risk Factors--
Our acquisition strategy involves significant risks."
<TABLE>
<CAPTION>
Video
Subscribers
Ownership at June 30, Actual/Scheduled(*)
Company Interest Location 1999 Closing Date
------- --------- ------------------- ----------- -------------------
<S> <C> <C> <C> <C>
Operating Systems:
UTH................... 49% The Netherlands 874,425 February 1999
GelreVision........... 100% The Netherlands 132,000 June 1999
A2000................. 50%(1) The Netherlands 532,275 September 1999
Kabel Haarlem......... 100% The Netherlands 66,000 4Q 1999/1Q 2000*
RCF................... 95.7% France 74,125 June 1999
Time Warner Cable
France............... 100% France 69,125 August 1999
Videopole............. 100% France 141,175 August 1999
Stjarn................ 100% Sweden 239,775 July 1999
@Entertainment........ 100% Poland 966,750 August 1999
+146,095
DTH
subscribers
SKT................... 100% Slovak Republic 157,675 June 1999*
Kabel Plus............ 94.6% Czech Republic 359,000 3Q 1999
Slovak Republic
Programming Companies:
IPS................... 50% Spanish- and n/a Feb./May 1999
Portuguese-speaking
markets
SBS................... 13.3% Scandinavia and n/a July/Aug. 1999
Eastern Europe
</TABLE>
- -------
(1) We acquired the 50% of A2000 that we did not already own.
Joint Venture with Microsoft and Liberty Media
In September 1999, we agreed to form a joint venture with Microsoft and
Liberty Media Corporation. We will contribute the 2.8 million Class A shares of
United that we own and the other parties will contribute 4.9 Class B shares of
United. We will have a 50% interest in the new joint venture and Liberty and
Microsoft will share the other 50% and a $287.0 million redeemable preferred
interest in the joint venture to balance out the parties' ownership interest.
The joint venture will hold approximately 14.5% of United's common stock, on a
fully diluted basis. The joint venture and its members will be bound by voting
and standstill agreements with United and certain of its controlling
shareholders.
4
<PAGE>
Historical Growth
Most of our operating systems have provided video services for a long time.
These systems have grown significantly over the past few years, both in terms
of the number of subscribers and revenues. We have grown by developing our
existing systems and strategically acquiring cable television systems. The
operating information in the tables below demonstrates this growth.
The first table shows aggregate operating data for all of the systems in
which we have an interest. The second table presents proportionate operating
data for our operating companies. The fifth column in each table shows the data
at June 30, 1999, as adjusted for our new acquisitions except the recently
announced Kabel Haarlem acquisition.
<TABLE>
<CAPTION>
As Adjusted
for New
Historical Acquisitions
-------------------------------------------- --------------
As of December 31,
----------------------------- As of June 30, As of June 30,
1996 1997 1998 1999 1999
--------- --------- --------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Aggregate Operating Data
Homes in our service
areas.................... 4,007,760 4,134,656 5,645,738 6,388,734 10,711,961
Homes passed by cable in
our networks............. 3,254,865 3,553,756 4,664,345 5,284,048 8,585,983
Homes passed by two-way
cable.................... -- 966,510 1,932,922 2,475,195 2,712,434
Basic video subscribers... 2,061,197 2,311,708 3,414,820 3,823,687 5,600,823(/1/)
Telephone subscribers..... -- 3,255 38,686 62,954 63,754
Internet/data subscrib-
ers...................... -- 2,037 24,338 52,677 53,387
<CAPTION>
As Adjusted
for New
Historical Acquisitions
-------------------------------------------- --------------
As of December 31,
----------------------------- As of June 30, As of June 30,
1996 1997 1998 1999 1999
--------- --------- --------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Proportionate Operating Data
Homes in our service
areas.................... 2,650,156 2,870,982 4,037,037 5,371,767 9,938,716
Homes passed by cable in
our networks............. 2,088,108 2,351,539 3,193,000 4,370,318 7,926,153
Homes passed by two-way
cable.................... -- 539,546 1,187,634 2,048,175 2,478,425
Basic video subscribers... 1,321,004 1,514,606 2,200,251 3,151,676 5,175,501
Telephone subscribers..... -- 1,628 15,111 49,532 63,322
Internet/data subscrib-
ers...................... -- 1,735 15,956 44,370 52,291
</TABLE>
- --------
(1) Excludes 146,095 DTH subscribers in Poland.
5
<PAGE>
Summary Operating and Financial Data
In the tables below, the "UPC Ownership Interest" column shows the
percentage we own of the operating systems or programming companies in which we
have an interest, assuming consummation of our new acquisitions, other than the
recently announced acquisition of Kabel Haarlem, some of which in The
Netherlands and the Czech Republic have not closed. The remaining columns show
aggregate operating data and historical financial information for these systems
or programming companies. The information for our systems in France, the Czech
Republic, Romania and the Slovak Republic has been adjusted to take account of
ownership percentages of multiple systems. The adjusted financial information
for the six months ended June 30, 1999 has been translated at the relevant
exchange rate as at June 30, 1999.
<TABLE>
<CAPTION>
Adjusted Financial
Information For the
Six Months
Aggregate Operating Data Ended
At June 30, 1999 June 30, 1999
------------------------------------------------------ --------------------
Homes
UPC in our Two-Way Basic Basic
Ownership Service Homes Homes Video Video Adjusted
Interest Area Passed Passed Subscribers Penetration Revenue EBITDA
----------- ---------- --------- --------- ----------- ----------- --------- ----------
(unaudited)
(Dutch guilders,
Western European Systems in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Austria................. 95.0% 1,078,980 905,430 685,520 461,018 50.9% 99,214 37,231
Belgium................. 100.0% 133,060 133,060 116,804 125,786 94.5% 18,210 2,774
France.................. 97.5-99.6% 1,265,727 878,038 237,640 323,473 36.8% 57,394 (6,159)
The Netherlands......... 100.0% 1,712,920 1,645,140 1,184,336 1,538,756 93.5% 216,241 64,687
Norway.................. 100.0% 529,900 465,951 30,022 323,265 69.4% 49,748 12,014
Sweden.................. 100.0% 770,000 421,600 84,000 241,573 57.3% 33,422 6,743
---------- --------- --------- --------- --------- ----------
Subtotal............... 5,490,587 4,449,219 2,338,322 3,013,871 67.7% 474,229 117,290
Other Systems
Israel.................. 46.6% 610,500 592,326 373,312 410,380 69.3% 170,899 88,271
Malta................... 50.0% 179,000 166,415 -- 73,051 43.9% 16,196 6,864
---------- --------- --------- --------- --------- ----------
Subtotal............... 789,500 758,741 373,312 483,431 63.7% 187,095 95,135
Central and Eastern
Europe
Poland(1)............... 100% 1,950,000 1,669,384 -- 966,767 57.9% 80,866 (114,344)
Hungary:
UPC Magyarorszag....... 79.3% 901,500 550,423 -- 449,337 81.6% 34,984 11,263
Monor.................. 47.5% 85,000 70,061 -- 31,686 45.2% 20,460 13,253
Czech Republic.......... 94.6%-100.0% 979,531 777,586 800 414,649 53.3% 30,675 4,359
Romania................. 51.0%-100.0% 180,000 99,274 -- 61,944 62.4% 2,498 1,044
Slovak Republic......... 95.0%-100.0% 344,343 211,295 -- 185,633 87.9% 6,710 3,076
---------- --------- --------- --------- --------- ----------
Subtotal............... 4,440,374 3,378,023 800 2,110,016 62.5% 176,193 (81,349)
Total on an aggregate
basis................. 10,720,461 8,585,983 2,712,434 5,607,318 65.3% 837,517 131,076
========== ========= ========= ========= ========= ==========
Total on a
proportionate basis... 9,942,677 7,926,153 2,478,425 5,181,479 65.4% 712,468 68,917
========== ========= ========= ========= ========= ==========
</TABLE>
- -------------------
(1) Excluding 146,095 DTH subscribers.
<TABLE>
<CAPTION>
Adjusted
Adjusted for the Six
as of Months Ended
June 30, 1999 June 30, 1999
------------- ----------------
UPC
Ownership Adjusted
Interest Revenue EBITDA
------------- ------- --------
(unaudited)
(Dutch guilders,
Programming in thousands)
<S> <C> <C> <C>
Tara (United Kingdom)............................ 80.0% 862 (4,958)
IPS (Spain and Portugal)......................... 50.0% 28,309 12,361
SBS.............................................. 13.3% 338,111 9,133
------- ------
Total on a proportionate basis................... 59,813 3,430
======= ======
</TABLE>
6
<PAGE>
We have presented "Adjusted EBITDA" statistics in the table above and
elsewhere in this prospectus. The term "Adjusted EBITDA" represents earnings
before:
. net interest expense,
. income tax expense,
. depreciation,
. amortization,
. stock-based compensation charges,
. minority interest,
. share in results of affiliated companies (net),
. currency exchange gains (losses), and
. other non-operating income (expense) items.
Industry analysts generally consider Adjusted EBITDA to be a helpful way to
measure the performance of cable television operations and communications
companies such as us. We believe Adjusted EBITDA helps investors to assess the
cash flow from our operations from period to period and thus to value our
business. Adjusted EBITDA should not, however, be considered a replacement for
net income, cash flows or for any other measure of performance or liquidity
under generally accepted accounting principles, or as an indicator of a
company's operating performance. We are not free to use the cash represented by
our Adjusted EBITDA as we please. Several of our consolidated operating
companies are restricted by the terms of their debt arrangements. Each company
has its own operating expenses and capital expenditure requirements, which can
limit our use of cash. Our presentation of Adjusted EBITDA may not be
comparable to statistics with a similar name reported by other companies. Not
all companies and analysts calculate Adjusted EBITDA in the same manner.
Strategic Relationships
United currently owns approximately 62.5% of our outstanding A shares.
Because we are a strategic holding of United, United is likely to continue to
control us for the foreseeable future. United is a leading provider of video,
voice and Internet/data services in Europe (through us), the Asia/Pacific
region and Latin America. At June 30, 1999, on an aggregate basis, United's
systems passed 10.1 million homes and served 4.8 million basic video
subscribers. Measured by the percentage it holds of its operating systems,
United's systems passed 7.0 million homes and served 2.8 million subscribers.
United's Class A common shares are traded on the Nasdaq National Market System
under the symbol "UCOMA." As of September 21, 1999, United had an equity market
capitalization of approximately $3.4 billion (NLG 7.1 billion).
In our initial public offering, Microsoft Corporation purchased
approximately 10.2 million, or 7.9% of our A shares. In January 1999, we signed
a letter of intent with Microsoft to establish a technical services
relationship and agreed to set up a series of joint projects to deliver
Internet, non-traditional telephone and other interactive video and general
services to digital cable set-top devices, personal computers and other devices
within and beyond our service areas. We and Microsoft would also be preferred
suppliers to one another, with Microsoft having the first opportunity to
license technologies to us. As part of this technology relationship, we have
agreed to grant Microsoft warrants to purchase up to 3.8 million of our A
shares. Microsoft also has the right to acquire 10% of chello broadband n.v.
Our Address and Telephone Number
Our office address is Fred. Roeskestraat 123, 1076 EE Amsterdam, The
Netherlands. Our telephone number is +31 20 778 9840.
7
<PAGE>
The Offering
The information throughout this prospectus assumes that the underwriters do
not exercise their option to purchase additional ordinary shares in this
offering.
<TABLE>
<S> <C>
The Offering............ A shares
</TABLE>
Shares Outstanding...... After this offering, we will have the following
shares issued and outstanding:
A shares (nominal value (Euro)2.00)
100 priority shares (nominal value (Euro)2.00)
Priority shares have special approval and other
rights.
Use of Proceeds......... We intend to use the proceeds from this offering,
together with proceeds from our senior note
offering in July 1999, as a portion of the funds
required to finance our new acquisitions. We also
plan to use approximately $ million of the
proceeds to repay indebtedness and interest we owe
United. We plan to use the remainder of the
proceeds for general corporate purposes and other
new acquisitions.
Listing/Trading
Symbols................. ADSs on Nasdaq: "UPCOY"
Ordinary shares on the Stock Market of Amsterdam
Exchanges: "UPC"
Risk Factors............ You should review the "Risk Factors" section for a
discussion of certain factors about us, the
industries in which we operate and this offering
that you should consider before buying A shares or
ADSs.
Payment and Delivery.... The underwriters expect to deliver the ADSs
against payment in U.S. dollars through The
Depository Trust Company's book-entry facilities
and to deliver the A shares against payment in
euros through the book-entry facilities of the
Dutch clearing house, which is called NECIGEF,
Euroclear and Cedelbank on or about October ,
1999.
8
<PAGE>
Security Codes..........
A shares:
.Stock Market of Amsterdam Exchanges:
.ISIN:
.Common Code:
ADSs:
.CUSIP:
.ISIN:
9
<PAGE>
Summary Historical Consolidated Financial Data of the Company
The financial data in the tables below for the years ended December 31,
1996, 1997 and 1998 and as of December 31, 1998 is derived from our audited
consolidated financial statements contained elsewhere in this prospectus. The
financial information for the six months ended June 30, 1998 and 1999 and as of
June 30, 1999 comes from our unaudited financial statements contained elsewhere
in this prospectus. As a result of United's acquisition in December 1997 of the
50% of us owned by Philips Electronics N.V. and the associated push-down of
United's basis on December 11, 1997, financial information as of and subsequent
to December 31, 1997 is presented on a "post-acquisition" basis. For more
information about these accounting changes, see note 1 to the audited
consolidated financial statements at the back of this prospectus.
<TABLE>
<CAPTION>
Six Months Ended
Year Ended December 31, June 30,
---------------------------- --------------------
1996 1997 1998 1998 1999
-------- -------- -------- -------- ----------
(unaudited)
(Dutch guilders, in thousands, except per
share data)
<S> <C> <C> <C> <C> <C>
Statement of Operations
Data:
Service and other revenue
Cable television......... 240,746 320,440 377,817 184,578 289,178
Telephone................ -- -- 531 375 22,866
Internet/data............ -- 764 9,465 3,069 15,764
Programming and other.... 4,433 16,051 21,157 7,248 4,146
-------- -------- -------- -------- ----------
Total service and other
revenue.................. 245,179 337,255 408,970 195,270 331,954
Operating expense......... (82,439) (118,508) (138,459) (66,111) (151,090)
Selling, general &
administrative expense... (81,176) (119,067) (481,703) (62,374) (265,138)
Depreciation and
amortization............. (79,832) (132,888) (187,646) (94,953) (148,404)
-------- -------- -------- -------- ----------
Net operating income
(loss)................... 1,732 (33,208) (398,838) (28,168) (232,678)
-------- -------- -------- -------- ----------
Net loss before income
taxes and other items.... (55,186) (157,385) (499,336) (82,540) (269,235)
-------- -------- -------- -------- ----------
Net loss.................. (88,615) (181,042) (563,221) (111,323) (301,170)
======== ======== ======== ======== ==========
Basic diluted loss per
ordinary share........... (0.96) (1.98) (6.80) (1.34) (2.60)
======== ======== ======== ======== ==========
Weighted-average number of
ordinary shares
outstanding.............. 92,063 91,533 82,869 82,864 115,955
Other Data:
Adjusted EBITDA:
Cable television......... 99,405 132,565 168,805 87,305 129,865
Telephony................ -- -- (11,568) (1,127) (28,043)
Internet/data............ -- 385 (24,859) (5,506) (51,416)
Programming and other.... (17,841) (28,452) (20,943) (13,481) (34,494)
-------- -------- -------- -------- ----------
Total Adjusted EBITDA..... 81,564 104,498 111,435 67,191 15,912
======== ======== ======== ======== ==========
Capital expenditure....... 106,647 145,630 281,678 97,545 315,377
Cash flows from operating
activities............... 42,530 132,433 73,000 50,713 (61,787)
Cash flows from investing
activities............... (6,394) (402,340) (613,347) (279,526) (1,215,716)
Cash flows from financing
activities............... (116,756) 326,482 471,913 191,747 1,693,697
</TABLE>
<TABLE>
<CAPTION>
As of December 31, 1998 As of June 30, 1999
----------------------- -------------------
(unaudited)
(Dutch guilders, in thousands)
<S> <C> <C>
Balance Sheet Data:
Property, plant and equipment..... 602,997 1,930,525
Intangible assets................. 680,032 1,603,904
Total assets...................... 2,067,779 5,214,963
Short-term and long-term debt..... 1,526,602 1,514,694
Total liabilities................. 2,116,019 1,988,097
Total shareholders' equity
(deficit)........................ (74,174) 3,200,137
</TABLE>
10
<PAGE>
In the above table, we have calculated Adjusted EBITDA as follows:
<TABLE>
<CAPTION>
Year Ended Six Months Ended
December 31, June 30,
------------------------ -----------------
1996 1997 1998 1998 1999
------ ------- -------- ------- --------
(unaudited)
(Dutch guilders, in thousands)
<S> <C> <C> <C> <C> <C>
Net operating income/(loss)...... 1,732 (33,208) (398,838) (28,168) (232,678)
Add Back:
Depreciation and amortization.... 79,832 132,888 187,646 94,953 148,404
Compensation expense related to
stock options................... -- 4,818 322,627 406 100,186
------ ------- -------- ------- --------
Adjusted EBITDA.................. 81,564 104,498 111,435 67,191 15,912
====== ======= ======== ======= ========
</TABLE>
Summary Unaudited Pro Forma Condensed Consolidated Financial Data of the
Company
The three tables that follow show our unaudited condensed consolidated
financial data, pro forma for the UTH, @Entertainment, A2000, Kabel Plus,
Stjarn and SBS acquisitions and for the offering of our senior notes completed
in July 1999. The information in the Balance Sheet Data table is given as of
June 30, 1999. The information in these tables comes from pro forma financial
statements contained later in this prospectus.
<TABLE>
<CAPTION>
Year Ended Six Months Ended
December 31, 1998 June 30, 1999
----------------- ----------------
(unaudited)
(Dutch guilders, in thousands)
<S> <C> <C>
Statement of Operations Data:
Service and other revenue
Cable television.......................... 833,986 471,496
Telephone................................. 46,227 40,550
Internet/data............................. 15,098 21,968
DTH, Programming and other................ 57,728 32,979
---------- --------
Total service and other revenue........... 953,039 566,993
Operating expenses......................... (397,026) (330,808)
Selling, general and administrative
expense................................... (796,490) (396,837)
Depreciation and amortization.............. (636,425) (354,871)
Net operating income/(loss) ............... (876,902) (515,523)
Net loss before income taxes and other
items..................................... (1,380,484) (910,598)
Net loss................................... (1,417,943) (924,422)
Other Data:
Adjusted EBITDA............................ 82,152 (59,023)
</TABLE>
<TABLE>
<CAPTION>
As of June 30, 1999
-------------------
(unaudited)
(Dutch guilders, in
Balance Sheet Data: thousands)
<S> <C>
Property, plant and equipment............................... 2,972,576
Goodwill and other intangibles.............................. 5,324,546
Total assets................................................ 10,313,838
Short-term and long-term debt............................... 6,379,170
Total liabilities........................................... 7,079,716
Total shareholders' equity.................................. 3,200,137
</TABLE>
11
<PAGE>
RISK FACTORS
You should consider carefully the following risk factors, as well as the
other information in this prospectus before buying A shares. The multi-channel
television, telephone and Internet/data service industries are changing
rapidly. Therefore, the forward-looking statements and statements of
expectations, plans and intent in this prospectus are subject to a greater
degree of risk than similar statements regarding certain other industries.
We expect to continue to make net losses for the next five to ten years
We have experienced net losses every year since we started business in July
1995. Through June 30, 1999, we had recognized cumulative losses of
approximately NLG1,182.9 million, excluding the NLG154.7 million in losses
allocated to a former shareholder, Philips, through December 11, 1997. New
lines of business, in particular, generally have negative cash flow. We expect
negative cash flow from the new business ventures to increase as these
operations expand. We expect to incur net losses for at least the next five to
ten years. Continuing net losses will increase our capital needs.
Our acquisitions strategy involves significant risks
A key element of our growth strategy is to continue to acquire systems, and
to increase the percentage we own in some systems in order to expand our
coverage and implement our branded package of video, voice and Internet/data
offerings. We are often engaged in discussions or negotiations regarding the
acquisition of businesses and systems, some potentially significant in relation
to our size. Our pending new acquisitions, as well as future acquisitions, will
be accompanied by risks such as:
. Difficulty of identifying appropriate acquisitions. Our growth may suffer
if we are not able to identify and acquire cable/telephone systems that
are either near our existing networks or are large enough to serve as the
basis for expanded operations.
. Difficulties in completing acquisitions. We may not be able to satisfy
conditions that sellers of networks may demand in order to close
acquisitions. In addition, there may be significant legal and contractual
issues in connection with acquisitions, such as change of control
provisions in licenses and agreements, that could delay or prevent
completion. Regulatory bodies may impose adverse conditions on the
completion of our acquisitions. At the time of closing any new
acquisition, we may waive conditions to closing, either because we
believe that the condition will be satisfied in the future or because we
believe an unsatisfactory resolution would not materially adversely
affect us and our subsidiaries as a whole. There is a risk that our
beliefs in some of these instances will prove to be incorrect.
. Entry into new markets. If we consummate acquisitions in markets in which
we have not previously operated, we will have no prior experience in
dealing with local regulators or with local market conditions.
We may not be able to raise sufficient capital to fund our acquisitions
strategy
We will need to raise more capital in the future to fund our acquisitions
strategy. We may raise further capital by selling assets, issuing debt or
equity or borrowing funds. We are not sure whether we will be able to raise
capital through any of these or other methods. If we are unable to raise
significant capital in the future, we may not be able to execute our business
plan, including building a digital distribution platform. If we cannot raise
capital, we may not be able to grow by acquiring systems as we intend. In
addition, our acquisitions strategy exposes us to the risk of unanticipated
expenditures. For example, although we normally negotiate customary warranty
protection when acquiring new systems, we may be liable for undisclosed
liabilities, or we may have to incur greater capital expenditures than we
intended, in relation to a particular acquisition.
12
<PAGE>
We cannot be certain that we will be successful in integrating acquired
businesses with our existing businesses
Our success depends, in part, upon the successful integration of our new
acquisitions and any future acquisitions we make. Although we believe that the
consummation of our new acquisitions will result in significant benefits and
synergies, the integration of these businesses will also present significant
challenges, including:
. realizing economies of scale in interconnection, programming and network
operations, and eliminating duplicate overheads; and
. integrating networks, financial systems and operational systems.
We cannot assure you, with respect to either our new acquisitions or future
acquisitions, that we:
. will realize any anticipated benefits; or
. will successfully integrate any acquired business with our operations.
Failure to raise necessary capital could restrict the development of our
network and the introduction of new services
The video, telephone and Internet/data business is capital intensive
because it requires extensive telecommunications infrastructure, equipment and
labor. We may not have access to sufficient capital to remain competitive.
Lack of capital could harm our business.
Many of our operating companies are expanding and upgrading their networks
to offer new services. Technological change may make even more upgrades
necessary if our operating companies are to compete effectively in their
markets. Our financial resources, even with the proceeds from this offering,
may not be enough for our capital needs. Also, we expect that equipment
vendors will finance a good part of the cost of the equipment for our new
services. This vendor financing is not yet in place. We may not be able to
secure vendor financing on satisfactory terms or at all. Failure to upgrade
our operating systems or make other planned capital expenditures could harm
our operations and competitive position. We have budgeted NLG863.7 million for
capital expenditures in 1999 for our consolidated companies and NLG1.6 billion
pro forma for our new acquisitions. During the period 2000-2010, we currently
must repay or refinance over NLG1.49 billion of indebtedness existing as of
June 30, 1999 and NLG3.2 billion in principal amount of our senior notes
offered in July 1999. See "UPC Management's Discussion and Analysis of
Financial Condition and Results of Operations--Liquidity and Capital
Resources--Sources of Capital."
Our recent acquisition of @Entertainment exposes us to a number of risks
As a result of our acquisition of @Entertainment, we became subject to a
number of risks, including:
. Possible termination of conduit agreements. As of June 30, 1999, about
76.8% of @Entertainment's cable plant was constructed using pre-existing
conduits of the Polish national telephone company ("TPSA"). A substantial
portion of @Entertainment's contracts with TPSA permit termination by
TPSA without penalty at any time either immediately upon the occurrence
of certain conditions or upon provision of three to six months' notice
without cause. If TPSA terminated @Entertainment's access to these
conduits, @Entertainment might not be able to replace or locate a
substitute for the conduits. In addition, @Entertainment would incur
significant costs if it were forced to build its own conduits. In
addition, as of June 30, 1999, TPSA was legally entitled to terminate
conduit agreements covering approximately 4% of @Entertainment's
subscribers as a result of @ Entertainment's failure to comply with
certain terms of its conduit agreements with TPSA. Any termination for
cause by TPSA of these contracts could result in the loss of
@Entertainment's permits, the termination of its agreements with Polish
cooperative authorities and programmers, and an inability to service
customers in affected areas.
13
<PAGE>
. Compliance with foreign ownership and change of control rules. Under the
Polish Communications Act of 1990, permits for cable television operators
may be issued only to Polish citizens or companies in which foreign
persons do not hold more than 49% of the share capital and voting rights,
and in which the majority of members of the governing bodies are Polish
citizens residing in Poland. @Entertainment believes that the current
ownership structure of PTK Operator Sp.z o.o., its licensee company, is
in material compliance with Polish foreign ownership rules. However,
certain aspects of this structure have not been tested for compliance
with Polish foreign ownership rules in Polish administrative or court
proceedings, and there can be no assurance that such structure will not
be challenged by Polish telecommunications regulatory authorities. If
such ownership structure was found to be in breach of Polish foreign
ownership rules, this could result in the cancellation of
@Entertainment's permits and the imposition of monetary penalties. In
addition, under the Polish Telecommunications Act, @Entertainment's
permits could be revoked or limited in scope upon a direct or indirect
change of control of PTK Operator Sp.z o.o. The Telecommunications Act
does not define what constitutes a direct or indirect change of control.
There is a risk that our acquisition of @Entertainment constituted an
indirect change of control of PTK Operator Sp.z o.o.
. Operating without necessary permits. @Entertainment is currently
operating in certain areas without the permits necessary for the
construction and operation of a cable television network issued by the
Polish State Agency for Radio Communications (the "PAR"). Failure to
obtain these permits could lead to governmental orders requiring
@Entertainment to stop operating in those areas, the imposition of
monetary penalties, as well as forfeiture of our cable networks. In
addition, failure to be in compliance with all regulatory laws and
licensing requirements could result in @Entertainment being in breach
under a number of its operating agreements. In order to obtain new
permits from the PAR, @Entertainment must show that it is in compliance
with Polish foreign ownership restrictions. @Entertainment's operation
without requisite permits could impair its ability to obtain new permits
in the future, renew current licenses and conduct its business.
. Arbitration with Canal+. @Entertainment is engaged in arbitration with
Telewizyna Korporacja Partycypacyjna ("TKP"), the parent company of
Canal+ Polska, in relation to a letter of intent to form a joint venture
for the purpose of combining @Entertainment's Wizja TV programming
service and the Canal+ Polska premium pay-television channel. The
arbitration arises from the failure of the parties to reach definitive
agreements contemplated by the letter of intent by the date required. As
a result of this, @Entertainment terminated the letter of intent. TKP and
its shareholders have informed @Entertainment that they believe
@Entertainment did not have the right to terminate the letter of intent.
If this arbitration is determined in a manner adverse to @Entertainment,
@Entertainment may be liable for damages up to $10.0 million, plus
interest and costs. This arbitration may also have adverse effects on
@Entertainment's programming services.
. Polish Regulation of the DTH Market. The Polish Radio and Television Act
of 1992 does not include regulations directly applicable to the
broadcasting of programs broadcast from abroad and which are received in
Poland. Specifically, there are no Polish regulations in force concerning
satellite broadcasting of a program dedicated to a Polish audience where
the uplink for the broadcasting of such a program is made by a foreign
broadcaster from outside Poland. @Entertainment believes that the
Television Act does not apply to such broadcasting from outside Poland
and that such activity is not subject to Polish broadcasting
requirements. The Polish National Radio and Television Council, which,
among other things, regulates the broadcasting operations of
broadcasters, has not officially adopted an interpretation of this issue
and there have been no court rulings on this issue. If @Entertainment's
interpretation were successfully challenged, its DTH broadcasts from
outside Poland would be required to comply with the requirements of the
Television Act. The Television Act would require a broadcasting license
and would impose foreign ownership restrictions. We cannot assure you
that @Entertainment would be able to comply with these requirements. In
addition, Poland has not currently sought to regulate
14
<PAGE>
foreign DTH broadcasters who uplink outside of Poland. There can be no
assurances, however, that Poland will not seek to regulate this aspect of
the DTH industry.
. Litigation. A lawsuit was filed in July 1999 in the U.S. District Court,
Southern District of Ohio, Eastern Division, against a wholly-owned
subsidiary of @Entertainment, by minority shareholders of a 92.3% owned
second tier subsidiary of @Entertainment. The plaintiffs own
approximately 1.7% of the second tier subsidiary and are parties to a
shareholders agreement with the first tier subsidiary of @Entertainment.
The plaintiffs have claimed damages in the amount of at least 1.7% of the
total amount paid by us for @Entertainment's common stock. The other
minority shareholders, owning 6% of the second tier subsidiary, have made
similar claims but have not filed suit. Based on the damages claimed in
the suit filed, the total claim if made by all minority shareholders
would be for damages in the amount of at least 7.7% of the total amount
paid by us for @Entertainment's common stock. We have also been named in
the suit as a defendant. @Entertainment is evaluating the claims and has
indicated that it will defend the action. However, there can be no
assurance that we or @Entertainment will successfully be able to defend
this claim.
Stjarn relies upon agreements with Stokab
Our recently acquired system, Stjarn, leases fiber optic cables to link its
main headend to over 40 fiber nodes under agreements with Stokab, a city-
controlled entity with exclusive rights to lay ducts for cables for
communications or broadcast services in the downtown area of the City of
Stockholm. The main part of the leased ducting and fiber optic cables is
governed by an agreement entered into by Stjarn and Stokab in 1993 which
expires in 2019. Stjarn's operations are critically dependent upon these
agreements with Stokab. If Stjarn were unable to lease fiber optic cables from
Stokab, this would have a material adverse effect on Stjarn's operations.
Adverse regulation of our video services could limit our revenues and growth
plans and expose us to various penalties
In most of our markets, regulation of video services takes the form of
price controls and programming content restrictions. Also, in The Netherlands
and Austria, local municipalities have contractual rights that restrict our
flexibility to increase prices, change programming and introduce new services.
In addition, laws in Belgium may require us to obtain special authorization for
distributing programming from non-European Union sources (which we are
currently distributing without such authorization), and to distribute certain
digital multiplexed programming (which we are not distributing). In Israel, our
subscription fees and program offerings are restricted by franchise agreements
and are subject to review by governmental agencies, including the Restrictive
Trade Practices Tribunal. We are subject to pending claims in Israel alleging
that we have engaged in certain unlawful acts, including violation of our cable
television franchise agreements. Such restrictions could limit our plans to
increase our revenues and expose us to various potential penalties, including
monetary fines, discontinuance of certain programming and impairment of our
cable authorizations. See "Regulation." Regulation could also cause us to incur
substantial capital and operating costs as well as limit the number of channels
we carry, such as in connection with the distribution of high-definition or
advanced television services.
Regulation may increase the cost of introducing our new telephone and
Internet/data services, subject them to competitive pressures and slow their
growth
Regulation could slow the introduction of our new services and increase
their costs. The regulatory regimes in our European markets present some risks.
Our operating companies need to obtain and retain licenses and other regulatory
approvals for our new services. They may not succeed. In order to offer our new
services, our operating companies need to connect their networks to those of
the incumbent telecommunications operators. The regulatory regimes in our
Western European markets have been designed to help companies like us to obtain
fairly priced interconnect arrangements. As we found in
15
<PAGE>
Austria, however, the regulatory process can be time-consuming. This may impede
our ability to obtain favorable interconnect arrangements on schedule. Problems
such as these would delay the introduction or impede the profitability of the
new services. Regulators may also impose universal service contribution
requirements on our services which would raise our costs.
The Internet access business has, to date, not been materially restricted
by regulation in our markets. The legal and regulatory environment of Internet
access and electronic commerce is uncertain, however, and may change. New laws
and regulations may be adopted for Internet service offerings. Existing laws
may be applied to the new forms of electronic commerce. Uncertainty and new
regulation could increase our costs. It could also slow the growth of
electronic commerce on the Internet significantly. This could delay growth in
demand for our Internet/data services and limit the growth of our revenues. New
and existing laws may cover issues such as:
.sales and other taxes,
.user privacy,
.pricing controls,
.characteristics and quality of products and services,
.consumer protection,
.cross-border commerce,
.libel and defamation,
.copyright and trademark infringement,
.pornography and indecency, and
.other claims based on the nature and content of Internet materials.
Low demand, competition, unplanned costs and difficulties with interconnection
could hinder the profitability of our telephone services
Our telephone services may not become profitable for a number of reasons.
Customer demand could be low, or we may encounter competition and pricing
pressure from incumbent and other telecommunications operators. Our network
upgrade may cost more than planned. Furthermore, our operating systems need to
interconnect their networks with those of the incumbent telecommunications
operators in order to provide telephone services. Not all of our systems have
interconnection agreements in place, and interconnection agreements have
limited duration and may be subject to regulatory and judicial review. We are
negotiating interconnection agreements for our planned telephone markets that
do not yet have them. This may involve time-consuming negotiations and
regulatory proceedings. While incumbent telecommunications operators in the
European Union are required by law to provide interconnection, incumbent
telecommunications operators may not agree to interconnect on a time scale or
on terms that will permit us to offer profitable telephone services. After
interconnection agreements are concluded, we remain reliant upon the good faith
and cooperation of the other parties to these agreements for reliable
interconnection. We are currently involved in a dispute with the Austrian
telecommunications operator in the Austrian courts over our interconnection
arrangement there, as well as mediation or regulatory proceedings concerning
our interconnection agreements in The Netherlands and Norway.
The complexities of the operating systems we need to develop for our new
services could increase their costs and slow their introduction
We only recently began to offer local telephone and advanced Internet/data
services. We may not have planned for or be able to overcome all of the
problems in introducing these new services. Our new services may not meet our
financial expectations. This would impede our planned revenue growth and harm
our financial condition.
The new services involve many operating complexities. We will need to
develop and enhance new services, products and systems, as well as marketing
plans to sell the new services. For example, we
16
<PAGE>
intend to introduce a comprehensive new billing system to support our new
telephone and Internet/data businesses. Until then, however, we plan to employ
enhanced versions of our existing customer care and billing systems for these
services. Problems with the existing or new systems could delay the
introduction of the new services, increase their costs, or slow successful
marketing. These complexities and others may cause the new services not to meet
our financial expectations. This could impede our planned revenue growth and
harm our financial condition.
The success of our new telephone and Internet/data services depends on whether
we can keep achieving technological advances
Technology in the cable television and telecommunications industry is
changing very rapidly. These changes influence the demand for our products and
services. We need to be able to anticipate these changes and to develop
successful new and enhanced products quickly enough for the changing market.
This will determine whether we can continue to increase our revenues and the
number of our subscribers and be competitive.
We have introduced new services, including:
.additional video channels and tiers,
.pay-per-view services with frequent starting times, which are known as
"impulse" pay-per-view,
.high speed data and Internet access services, and
.cable telephone services.
The technologies used to provide these services are in operation in some of
our systems as well as systems of other providers. However, we cannot be sure
that demand for our services will develop or be maintained in light of other
new technological advances. There could be delays in introducing our new
services, such as access to the Internet through cable modems and telephone
services. Our new services may also not operate as intended.
Lack of necessary equipment could delay or impair the expansion of our new
services
If we cannot obtain the equipment needed for our existing and planned
services, our operating results and financial condition may be harmed. For
example, a customer will need a digital set-top box to access the Internet or
receive our other enhanced services through a television set. These boxes are
being developed by several suppliers. If there are not enough affordable set-
top boxes for subscribers, however, we may have to delay our expansion plans.
Inability to obtain the necessary programming could reduce demand for our
services
Our success depends on obtaining or developing affordable and popular
programming for our subscribers. We may not be able to obtain or develop enough
competitive programming to meet our needs. This would reduce demand for our
video services, limiting their revenues. We rely on other programming suppliers
for most of our programming. In some markets, there is only a limited amount of
local language programming available. In those markets, we must repackage other
programming in the local language. We plan to commit substantial resources to
obtaining and developing new programming. We expect to seek partners for this.
We may not, however, find the appropriate partners, obtain the necessary
broadcasting licenses or successfully implement our programming plans.
European use of the Internet, electronic commerce and other bandwidth intensive
applications may not increase as we expect
Our business plan assumes that Western European use of the Internet,
electronic commerce and other bandwidth intensive applications will increase
substantially in the next few years, in a manner similar
17
<PAGE>
to the increased use in the United States in the past few years. Our business
plan assumes a less rapid increase in Eastern Europe. If the use of
applications requiring intensive bandwidth does not increase in Europe as
anticipated, chello broadband and other services involving managed bandwidth
could be materially lower than we currently anticipate. Reduced demand for our
services may have a negative effect on our pricing and our financial condition.
Increased competition in video services could reduce our revenues
The cable television industry in many of our markets is competitive and
changing rapidly. Competition could result in the loss of our customers and a
decrease in our revenues.
We expect that competition will increase with new entrants who use multi-
channel television technologies different from the technologies our cable
systems use. These technologies may include:
.services that receive satellite signals at the subscriber's home,
.private cable systems used by housing associations and multiple unit
dwellings, and
.""wireless'' cable transmitted by low frequency radio.
We may also face competition from other communications and entertainment
media companies. These could include incumbent telecommunications operators and
providers of services over the Internet. In some franchise areas, our rights to
provide video services are not exclusive. We currently compete with other cable
operators and in the future may have to compete with other cable operators. In
Israel, we may be required to divest our interest in a provider of video
programming, which may increase our costs and make the programming available to
competing providers of direct-to-home satellite services.
The competitiveness of the telephone services industry will make it difficult
for our new telephone service to enter the market
We will face competition from incumbent telecommunications operators,
wireless telephone carriers and other new entrants to the European telephone
market. Some of these competitors have more experience in providing telephone
services than we have. Some of our competitors can also devote more capital to
these services than we can.
Developing a profitable telephone service will depend, among other things,
on whether we can:
.attract customers,
.maintain competitive prices,
.limit loss of customers, and
.provide high quality customer care and billing services without incurring
significant additional costs.
As part of our strategy to offer integrated telecommunications services, we
plan to offer local and long distance telephone services. The long distance
telephone business is extremely competitive. Prices for long distance calls
have gone down significantly in recent years and we expect them to continue to
drop. Increased competition may also push prices down for local telephone
services. Regulators may make incumbent telecommunications operators lower
their rates or increase their pricing flexibility. Because these are our
principal competitors, this could force us to lower our rates to remain
competitive.
Growing competition in Internet/data services will make it harder for our
Internet/data service to succeed
The Internet/data services business in Europe is increasingly competitive.
This will make it harder for our new Internet/data service to gain a share of
the market. At the moment, we compete with companies that provide Internet/data
service using traditional, low speed telephone lines, including many incumbent
telecommunications operators. We expect chello broadband to face growing
competition from Internet
18
<PAGE>
service providers that, like it, use higher-speed, higher-capacity cable
modems. These could include @Home and Roadrunner, as they move to the European
market. In the future, and in some areas currently, we expect to compete with
other telecommunications service providers, including incumbent
telecommunications operators, using other broadband technologies, such as
fiber, microwave, satellite and digital subscriber lines.
The loss of key personnel could weaken our technological and operational
expertise, delay the introduction of our new business lines and lower the
quality of service
We may not be able to attract and retain key employees. This could hinder
the introduction of our new services as planned. There is intense competition
for qualified personnel in our industry. Our success and growth strategy
depends upon being able to attract and retain key management, technological and
operating personnel. Without these, we might make less successful strategic
decisions. We would also be less prepared for technological and marketing
problems, which could reduce our ability to serve subscribers and lower the
quality of our services. As a result, our financial condition could worsen.
Foreign currency exchange rate fluctuations may cause financial losses
Changes in foreign currency exchange rates can reduce the value of our
assets and revenues and increase our liabilities and costs. In general, neither
we nor our operating companies try to reduce our exposure to these exchange
rate risks by using hedging transactions. We may therefore suffer losses solely
as a result of exchange rate currencies. In each country, our operating
companies attempt to match costs, revenues, borrowings and repayments in their
local currencies. Nonetheless, they have had to pay for a lot of equipment in
currencies other than their own. They may continue to be required to do so. On
an aggregate basis, as of June 30, 1999, pro forma for all of our new
acquisitions, other than the recently announced Kabel Haarlem acquisition, and
our recent senior note offering, about 30.1% of our consolidated debt was
denominated in currencies outside of the European Monetary Union. See "UPC
Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources."
At the UPC level, the value of our investment in an operating company
outside the euro "zone" is affected by the exchange rate between the euro and
the local currency of the operating company.
Computer systems may malfunction and interrupt our operating systems and our
services if they do not achieve Year 2000 readiness
Our cable television, programming, telephone and Internet/data operations
are heavily dependent upon computer systems and other technological devices
with imbedded chips. Such computer systems and other technological devices may
not be capable of accurately recognizing dates beginning on January 1, 2000.
This problem could cause miscalculations, resulting in our cable television,
telephone and Internet/data systems or programming services malfunctioning or
failing to operate. These problems are generally expected to be more
significant outside the United States, particularly in Eastern Europe.
In response to possible Year 2000 problems, the Board of Directors of
United established a task force to assess the impact that potential Year 2000
problems may have on company-wide operations, including us and our operating
companies, and to implement necessary changes to address such problems. The
task force, which includes our staff, external consultants and staff from
United, and subcommittees at the operating company levels, has developed a
program to minimize Year 2000 problems.
We intend to include our new acquisitions in our Year 2000 program. We are
currently determining whether any of these systems have their own programs in
place for Year 2000 compliance and at what level their systems are within our
Year 2000 program. We can give no assurance that any or all of our new
acquisitions will fit within our Year 2000 program. If we cannot successfully
integrate our new acquisitions into our Year 2000 program, our business could
be harmed.
19
<PAGE>
Some of our critical operations depend on other companies and we believe
that our largest Year 2000 risk is our dependence upon third-party products.
Two significant areas in which our systems depend upon third-party products are
programming and telephony interconnects. We do not have the ability to control
third parties in their assessment and remediation procedures for potential Year
2000 problems. Should these parties not be prepared for Year 2000, their
systems may fail and we would not be able to provide our services to our
customers. Notwithstanding these limitations, the task force monitors the
websites for all vendors used by us, to the extent applicable, for information
on such vendors' Year 2000 programs. To the extent applicable, the task force
uses such information to verify Year 2000 compliance and to implement
remediation procedures. We also have requested information from various third
parties on the state of their Year 2000 compliance programs in an effort to
prevent any possible interruptions or failures. To date, responses by
programming vendors to such communications have been limited. The responses
received state only that the party is working on Year 2000 issues and does not
have a definitive position at this time. As a result, we are unable to assess
the risk posed by our dependence upon such third parties' systems. Vendors for
critical equipment components, such as the headend controllers, have been more
responsive, and we believe substantially all of our equipment will be Year 2000
compliant. We cannot, however, give any assurances concerning compliance of
equipment because such belief is based on information provided by vendors,
which cannot be independently verified, and because of the uncertainties
inherent in Year 2000 remediation. We have already considered certain limited
contingency plans, including preparing back-up programming and stand-by power
generators. These may not be sufficient, however, to prevent interruptions on
our systems. If we or other companies on whom we depend fail to implement Year
2000 procedures on time, our business, operating results and financial
condition could be significantly harmed.
The task force is also including our minority investments in its program.
No assurance can be given, however, that these entities will implement the
recommendations of the task force or otherwise be Year 2000 compliant.
The task force is not able to determine the full cost of its Year 2000
program and its related impact on our financial condition. In the course of our
business, we have made substantial capital investments over the past few years
in improving our systems, primarily for reasons other than Year 2000. Because
the systems' upgrades also result in Year 2000 compliance, replacement and
remediation costs have been low. Based on the task force review to date, we
currently estimate that these costs will not exceed NLG5.0 million. No
assurance can be made, however, as to the total cost for our Year 2000 program
until all of the data has been gathered. In addition, we cannot predict the
financial impact we will experience if Year 2000 problems are caused by third
parties upon which our systems are dependent or experienced by entities in
which we hold investments. The failure of any one of these parties to implement
Year 2000 procedures could have a material adverse impact on our operations and
financial condition.
Our high level of debt and limitations on our capacity to borrow and invest
could slow down growth in subscribers and revenue
We are highly leveraged. Our high level of debt and limitations on our
capacity to borrow and invest reduce our financial flexibility. This could
reduce the amount of money available to develop our businesses and result in
slower growth in subscribers and revenues than we plan. On a pro forma basis,
including our recent offering of senior notes and the completion of all of our
new acquisitions, other than the recently announced Kabel Haarlem acquisition,
as of June 30, 1999, we would have owed NLG6.4 billion in consolidated debt.
See "Capitalization." Many of our unconsolidated subsidiaries and affiliates
also have long- and short-term debt.
The terms of many of our debt facilities limit our borrowing capacity. They
also limit our ability to invest in some of our subsidiaries and limit certain
transactions between subsidiaries.
As a subsidiary of United, we are restricted by the terms of United's debt
instruments. We have agreed with United not to take any action that would
result in a breach of these terms. This limits our
20
<PAGE>
ability to incur more debt and issue certain preferred stock. Our freedom to
invest in entities that we do not control is also limited. Even if we do not
cause a breach of the terms of United's debt securities, a breach that is
caused by United or one of its other subsidiaries could still restrict us from
incurring more debt or taking other actions.
For more detailed information about our level of debt and restrictions on
our ability to borrow, see "UPC Management's Discussion and Analysis of
Financial Condition and Results of Operations--Liquidity and Capital
Resources."
We will continue to be controlled by United, whose interests may be different
from those of other shareholders
United owns about 62.5% of our outstanding A shares and all of our priority
shares. As a result, United is able to control the election of all but two of
the members of our Supervisory Board. Philips has had the right to appoint one
member since United acquired 50% of us from Philips in 1997. In addition, the
Discount Group, our partner in our Israeli system, has a contractual right to
appoint one director although they have not yet exercised this right. United
will be able to determine the outcome of almost all corporate actions requiring
the approval of our shareholders. Thus, United will continue to control
substantially all of our business affairs and policies. The priority shares
give United additional approval rights over certain of our actions.
Our Supervisory Board has the power to approve transactions in which United
has an interest. This power is subject to directors' fiduciary duties to our
other shareholders. Nonetheless, conflicts may arise between the interests of
United and our other shareholders. For example, United may choose to invest in
other properties or incur additional long-term debt. Further, United could
cause us to provide financial resources to our shareholders. This could limit
our current strategy of investing in our new businesses.
Future sales into the public market could cause the price of our A shares to
decline
The market price of our A shares could drop if substantial amounts of A
shares are sold in the public market or if sales of substantial amounts of A
shares are expected to occur. This could also impair our ability to raise
capital by offering equity securities.
After this offering, all of the A shares sold in this offering will be
freely tradeable in the United States without restriction or further
registration under the U.S. securities laws. They will also be freely tradeable
on the Stock Market of Amsterdam Exchanges. After this offering, there are
legal and contractual restrictions on the sale of our shares by United, our
officers and directors. These restrictions will expire after varying time
periods. For more information about these restrictions, see "Shares Eligible
For Future Sale."
We do not intend to pay dividends for the foreseeable future
We have never paid dividends on our shares. We do not intend to pay
dividends in the foreseeable future. The terms of some of our existing debt
facilities and indentures prevent us from paying dividends. At the moment, we
do not have sufficient statutory capital under Dutch regulations to make
distributions. You should therefore not expect to receive dividends on our
shares for the foreseeable future.
21
<PAGE>
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
We caution you that, in addition to the historical financial information
included herein, this prospectus includes certain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995 (the
"Litigation Reform Act") that are based on management's beliefs, as well as on
assumptions made by and information currently available to management. All
statements other than statements of historical fact included in this
prospectus, including, without limitation, budgeted, future, and certain other
statements under "Prospectus Summary," "UPC Management's Discussion and
Analysis of Financial Condition and Results of Operations," "@Entertainment
Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Business" and located other places in our prospectus regarding
our financial position and business strategy, may constitute forward-looking
statements. In addition, forward-looking statements generally can be identified
by the use of forward-looking terminology such as "may," "will," "expect,"
"intend," "estimate," "anticipate," "believe," "plan," "seek," or "continue" or
the negative thereof or variations thereon or similar terminology. Such
forward-looking statements involve known and unknown risks, including, but not
limited to, national and international economic and market conditions,
competitive activities or other business conditions, and customer reception of
our existing and future services. Although we believe that our expectations
with respect to the forward-looking statements are based upon reasonable
assumptions within the bounds of our knowledge of our business and operations
as of the date hereof, there can be no assurance that our actual results,
performance or achievements will not differ materially from any future results,
performance or achievements expressed or implied from such forward-looking
statements. You should be aware that the multi-channel television, telephone
and Internet/data service industries are changing rapidly, and, therefore, the
forward-looking statements and statements of expectations, plans and intent in
this prospectus are subject to a greater degree of risk than similar statements
regarding certain other industries. Important factors that could cause actual
results to differ materially from our expectations ("Cautionary Statements")
are disclosed in this prospectus, including without limitation in conjunction
with the forward-looking statements included in this prospectus and under "Risk
Factors." All subsequent written and oral forward-looking statements
attributable to us or persons acting on our behalf are expressly qualified in
their entirety by these Cautionary Statements.
22
<PAGE>
USE OF PROCEEDS
The net proceeds to us from this offering will be approximately NLG
million ($ million). We plan to use the proceeds from this offering, together
with proceeds from our senior note offering in July 1999, as a portion of the
funds required to finance our new acquisitions. We also plan to use
approximately $ million of the proceeds to repay indebtedness and interest we
owe United. We plan to use the remainder of the proceeds for general corporate
purposes and other new acquisitions.
The loan from United bears interest at 10.75% per annum. The funds loaned
by United were used to reduce indebtedness under a prior bridge bank facility
and to fund operations.
Until the net proceeds of this offering are used as described above, we
intend to hold them in short-term, interest-bearing, investment grade
securities, including governmental obligations and other money market
instruments.
DIVIDEND POLICY
We have never declared or paid cash dividends on our ordinary shares. We do
not intend to pay dividends for the foreseeable future. Some of our debt
facilities currently prohibit us from paying cash dividends, including the
indentures governing our 10 7/8% senior notes and 12 1/2% senior discount
notes. In addition, Dutch regulations limit our distributions from statutory
capital equity. See "Risk Factors -- We do not intend to pay dividends for the
foreseeable future."
23
<PAGE>
EXCHANGE RATE DATA
We report all of our historical financial results in Dutch guilders. For
your convenience, we have converted some amounts in non-Dutch currencies to
Dutch guilders. These foreign currency translations for amounts prior to
December 31, 1998 use the same exchange rates used for the 1998 financial
statements. For amounts after December 31, 1998, we have used June 30, 1999
exchange rates, except as otherwise noted. These translated amounts may not
currently equal such Dutch guilder amounts nor may they necessarily be
converted into Dutch guilders at the translation exchange rates used.
In the future, we expect to report our financial results in euros. The
fixed exchange rate is 0.45378 euros per NLG1.00. The average exchange rate for
June 1999 was 1.03377 euros per $1.00.
The following table sets forth, for the periods indicated, information
concerning the exchange rate at the end of the period, the average of the
exchange rates at 12:00 p.m. Eastern Standard Time on the last day of each
month during the applicable period and the high and low exchange rates for
Dutch guilders expressed in guilders per $1.00. Exchange rates have been
rounded to the nearest 1/100th of one dollar. The source of the information in
this table is derived from U.S. Federal Reserve Statistical Release H.10(512).
<TABLE>
<CAPTION>
As of or for the Year As of or for the
Exchange Rates: Dutch Guilders per Ended December 31, Six Months
$1.00 ----------------------- Ended
1996 1997 1998 June 30, 1999
------- ------- ------- ----------------
<S> <C> <C> <C> <C>
Exchange rate at end of period....... 1.73 2.03 1.88 2.13
Average exchange rate during period.. 1.69 1.97 1.99 2.03
Highest exchange rate during period.. 1.76 2.12 2.09 2.14
Lowest exchange rate during period... 1.61 1.73 1.81 1.86
</TABLE>
The following table presents the spot rates used to translate the balance
sheets and the average rates used to translate the income statements of our
operating systems into Dutch guilders presented in this prospectus. The amounts
below represent the number of Dutch guilders per unit of each functional
currency, unless otherwise indicated.
<TABLE>
<CAPTION>
Average Rate Average Rate Average Rate Average Rate
Twelve Twelve Twelve Six
Months Months Months Months
Ended Balance Ended Balance Ended Balance Ended
Exchange Rates: Dutch Dec. 31, Sheet Rate at Dec. 31, Sheet Rate at Dec. 31, Sheet Rate at June 30,
Guilders per Other 1996 Dec. 31, 1997 1997 Dec. 31, 1998 1998 June 30, 1999 1999
Currency ------------ ------------- ------------ ------------- ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Austrian Schilling...... 0.1593 0.1602 0.1599 0.1602 0.1602 0.16015 0.16015
Belgian Franc........... 0.0544 0.0546 0.0545 0.0546 0.0546 0.054629 0.054629
Czech Koruna............ 0.0626 0.0585 0.0622 0.0627 0.0617 0.0602 0.05904
French Franc............ 0.3295 0.3369 0.3243 0.3362 0.3363 0.33595 0.33595
German Mark............. -- -- -- 1.1268 1.1273 1.1267 1.1267
Hungarian Forint (per
100 units)............. -- 0.99 1.05 0.88 0.93 0.88 0.875
Irish Pound............. -- 2.89 2.96 2.80 2.82 2.7981 2.7981
New Israeli Shekel...... -- 0.5720 0.5522 0.4546 0.5293 0.5193 0.49574
Maltese Lira............ -- 5.11 4.99 5.02 5.09 5.2 5.134
Norwegian Kroner........ 0.2645 0.2745 0.2755 0.2479 0.2637 0.2715 0.26158
Polish Zloty............ 0.6254 0.5738 0.5989 0.5398 0.5687 0.5445 0.52494
Romania Lei (per 100
units)................. -- 0.0250 0.0277 0.0179 0.0227 0.0135 0.0148
Slovak Koruna........... -- 0.0579 0.0579 0.0512 0.0566 0.0486 0.04966
Swedish Kronor.......... 0.2512 0.2553 0.2551 0.2325 0.2503 0.2519 0.24627
U.S. Dollar............. 1.69 2.02 1.95 1.89 1.99 2.13 2.029
</TABLE>
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<PAGE>
CAPITALIZATION
The following table sets forth, on a consolidated basis, our non-restricted
cash and cash equivalents, short-term and long-term debt and equity
capitalization as of June 30, 1999, to reflect (1) the offering of the A
shares, (2) our recent offering of senior notes in July 1999 and the related
swap agreement, and (3) the use of proceeds from the senior note offering and
this offering, which will be used to finance a portion of the following new
acquisitions, which, together with UTH, are included in the unaudited pro forma
condensed consolidated balance sheet contained in this prospectus:
.@Entertainment;
.A2000;
.Kabel Plus;
.Stjarn; and
.13.3% of SBS.
The table should be read in conjunction with our audited consolidated
financial statements, the notes and interim supplements thereto, and "UPC
Management's Discussion and Analysis of Financial Condition and Results of
Operations" and our " Unaudited Pro Forma Condensed Consolidated Financial
Data," all of which are included elsewhere in this prospectus.
<TABLE>
<CAPTION>
As of June 30, 1999
----------------------------------
Actual As Adjusted
--------------- -----------------
(Dutch guilders, in thousands)
<S> <C> <C>
Non-restricted cash and cash equivalents.... 446,084 445,838
=============== ===============
Short-term debt:
United loan............................... 13,872 13,872
Stjarn Facility A ........................ -- 110,383
A2000 Loan................................ -- 42,190
Stjarn Seller's Note...................... -- 206,000
Other..................................... 21,083 82,859
--------------- ---------------
Total short-term debt..................... 34,955 455,304
=============== ===============
Long-term debt:
UPC senior notes and senior discount
notes.................................... -- 3,153,800
Senior refinanced credit facility......... -- 458,024
Senior revolving credit facility.......... 458,024 --
CNBH Facility............................. 239,495 239,495
New TeleKabel Facility.................... 539,909 539,909
Mediareseaux Facility..................... 69,495 69,495
RCF Facility.............................. 69,782 69,782
@Entertainment senior notes............... -- 501,377
@Entertainment/PCI senior notes........... -- 265,799
A2000 facilities.......................... -- 458,000
Bank and other loans...................... 103,034 168,185
--------------- ---------------
Total long-term debt...................... 1,479,739 5,923,866
Minority interest in subsidiaries........... 26,729 33,985
Shareholders' equity:
A shares ................................. 85,446 569,645
Additional paid-in capital................ 3,875,548 3,411,754
Deferred compensation..................... (70,791) (70,791)
Accumulated deficit....................... (1,028,220) (1,028,220)
Other cumulative comprehensive income
(loss)................................... 338,154 338,154
--------------- ---------------
Total shareholders' equity.............. 3,200,137 3,220,542
=============== ===============
Total capitalization.................... 4,706,605 9,178,393
=============== ===============
</TABLE>
25
<PAGE>
The @Entertainment and @Entertainment/PCI senior notes include put
provisions that were triggered by holders as a result of our acquisition of
@Entertainment. We have offered to repurchase these senior notes pursuant to
their terms. The Kabel Plus facility includes a change of control provision and
our acquisition of Kabel Plus may result in an obligation to repay this
facility.
The capitalization table does not include the pro forma effects of the
acquisitions or planned acquisitions of Time Warner Cable France, Videopole or
Kabel Haarlem. These transactions, which occurred or were agreed to subsequent
to June 30, 1999, resulted in, or are expected to result in, the following use
of cash, consolidation of debt or issuance of equity.
<TABLE>
<CAPTION>
Consideration
--------------
Assumed
Cash Equity Debt
------ ------- -------
(Dutch guilders, in
millions)
<S> <C> <C> <C>
Time Warner Cable France....................... 179.3 -- 100.8
Videopole...................................... 134.8 144.6 41.8
Kabel Haarlem.................................. 107.0 -- [ ]
------ ------ -----
421.1 144.6 [ ]
====== ====== =====
</TABLE>
MARKET PRICES OF OUR A SHARES
Our A shares trade on the Stock Market of Amsterdam Exchanges ("AEX") under
the symbol "UPC" and ADSs representing A shares trade on the Nasdaq National
Market under the symbol "UPCOY." Both began trading on February 12, 1999, at
the time of our initial public offering. The following table shows the range of
high and low closing prices reported on the AEX and Nasdaq:
<TABLE>
<CAPTION>
AEX Nasdaq
----------------------- -------------
High Low High Low
----------- ----------- ------ ------
<S> <C> <C> <C> <C>
First Quarter (from February 12, 1999).. (Euro)38.25 (Euro)29.45 $41.44 $32.56
Second Quarter.......................... 62.65 37.20 65.13 39.38
Third Quarter (through September 21,
1999).................................. 69.35 53.00 70.50 56.38
</TABLE>
26
<PAGE>
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA
The following unaudited pro forma condensed consolidated financial data are
presented to reflect the pro forma effect of certain of the new acquisitions.
The unaudited pro forma condensed consolidated balance sheet and statements of
operations and notes thereto do not purport to represent what our results of
operations would actually have been if such transactions had in fact occurred
on such dates. The pro forma adjustments are based upon currently available
information and upon certain assumptions that we believe are reasonable. The
unaudited pro forma condensed consolidated financial data and accompanying
notes should be read in conjunction with our audited consolidated financial
statements and the notes thereto, our unaudited interim consolidated financial
statements and notes thereto, certain financial statements of certain of our
new acquisitions and other financial information, including "UPC Management's
Discussion and Analysis of Financial Condition and Results of Operations," all
of which are included elsewhere in this prospectus.
In August 1998, we and NUON created United TeleKabel Holding ("UTH") by
contributing each of our interests in Dutch cable television systems to UTH. We
contributed our 100% interest in CNBH and our 50% interest in A2000. NUON
contributed its 100% interest in N.V. TeleKabel Beheer. Effective August 1998,
we deconsolidated our assets contributed to UTH and accounted for our
investment in UTH under the equity method. In February 1999, we acquired NUON's
49% interest in UTH for NLG518.1 million. The NUON acquisition completed the
purchase of a 100.0% interest in N.V. Telekabel Beheer. We began consolidating
UTH effective February 1, 1999.
In July 1999, we closed the purchase of approximately 4.8% of SBS for cash
of $24.3 million (NLG50.1 million). In August 1999, we acquired an additional
8.5% of SBS for $75.9 million (NLG154.8 million), increasing our ownership to
13.3%. Our investment in SBS was accounted for under the equity method of
accounting.
In July 1999, we acquired Stjarn for a purchase price of $397.0 million
(NLG817.8 million). $100.0 million (NLG206.0 million) of the purchase price was
paid in the form of a one year note with interest at 8% per year and the
balance of the purchase price was paid in cash. Upon maturity of the note, we
will have the option to pay the note in either cash or our shares. We have
assumed in these pro formas that the note will convert to equity upon maturity.
The Stjarn acquisition was structured as a purchase of shares of Stjarn's
parent holding company, NBS Nordic Broadband Services AB. The Stjarn
acquisition was accounted for under the purchase accounting method. We began
consolidating Stjarn effective upon the closing of the acquisition, including
its cash and its debt, which were SEK30.2 million (NLG7.6 million) and SEK651.1
million (NLG163.7 million), respectively, as of June 30, 1999.
NBS Nordic Broadband Services AB ("NBS Nordic") acquired its wholly-owned
subsidiary StjarnTVnatet AB (formerly Singapore Telecom International Svenska
AB) on May 6, 1998. As NBS Nordic had no substantial operations of its own
prior to the acquisition of StjarnTVnatet AB, StjarnTVnatet AB is deemed to be
the predecessor to NBS Nordic. We refer to the acquisition of NBS Nordic as the
acquisition of its operating entity StjarnTVnatet AB ("Stjarn").
In August 1999, we acquired 100% of @Entertainment for $807.0 million
(NLG1,654.4 million). The @Entertainment acquisition was accounted for under
the purchase accounting method. We began consolidating @Entertainment upon the
closing of the acquisition, including its cash and its debt, which were $74.3
million (NLG152.3 million) and $382.5 million (NLG784.2 million), respectively,
as of June 30, 1999.
In September 1999, we acquired the remaining 50% of A2000 that we did not
already own for $229.0 million (NLG471.7 million). The A2000 acquisition was
accounted for under the purchase accounting method. Upon closing of the A2000
acquisition, we began consolidating A2000, including its debt. As of June 30,
1999, A2000 had debt of NLG500.2 million.
27
<PAGE>
In June 1999, we agreed to acquire MediaOne's interest in Kabel Plus, which
currently is approximately 94.6%, for $150.0 million (NLG319.5 million). The
Kabel Plus acquisition will be accounted for under the purchase accounting
method. We expect this acquisition to close during the third quarter 1999. Upon
closing of the Kabel Plus acquisition, we will consolidate Kabel Plus,
including its debt. As of June 30, 1999, Kabel Plus had debt of NLG48.5
million.
The following unaudited pro forma condensed consolidated financial data also
gives effect to our offering of (Euro)300.0 million 10 7/8% senior notes,
$800.0 million 10 7/8% senior notes and $735.0 million aggregate principal
amount of 12 1/2% senior discount notes in July 1999. Concurrent with the
closing of the senior notes offering, we executed a cross-currency swap on the
proceeds of the U.S. dollar-denominated senior notes ($800.0 million),
exchanging the dollar proceeds for euros. After the swap, the initial annual
blended weighted average interest rate on the senior notes is 9.7%. These pro
formas assume gross proceeds from the senior notes offering, including the
effect of the swap, of NLG3,153.8 million and net proceeds of NLG3,077.9
million. Proceeds from the offering of the senior notes were used for or are to
be used for the acquisition of @Entertainment, A2000, Kabel Plus and Stjarn.
Existing cash from our initial public offering was used to fund the purchase
price of our 13.3% interest in SBS.
28
<PAGE>
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
The following unaudited pro forma condensed consolidated balance sheet as
of June 30, 1999 gives effect to (1) the acquisitions of @Entertainment, A2000,
Kabel Plus, Stjarn and 13.3% of SBS, and (2) the offering of our senior notes
in July 1999, as if each had occurred on June 30, 1999.
<TABLE>
<CAPTION>
As of June 30, 1999
----------------------------------------------------------------------------------------
Pro Forma Adjustments
-----------------------------------------------------------------------------
@
UPC Entertainment A2000 Kabel Plus Stjarn SBS
Historical Acquisition(a) Acquisition(d) Acquisition(j) Acquisition(n) Acquisition
---------- -------------- -------------- -------------- -------------- -----------
(Dutch guilders, in thousands)
<S> <C> <C> <C> <C> <C> <C>
Assets:
Current assets
Cash and cash
equivalents... 446,084 152,282 233 3,679 7,599 (204,900)(r)
Restricted
cash.......... 10,650 -- -- 1,115 -- --
Subscriber
receivables,
net........... 45,315 15,598 23,646 5,551 4,775 --
Costs to be
reimbursed,
net........... 20,638 -- -- -- -- --
Other current
assets........ 197,734 82,843 17,316(e) 8,520 1,597 --
--------- --------- --------- ------- --------- --------
Total current
assets....... 720,421 250,723 41,195 18,865 13,971 (204,900)
Marketable
equity
securities of
parent......... 401,100 -- -- -- -- --
Investments in
and advances to
affiliates,
net............ 436,225 45,155 (165,650)(f) 1,521 -- 204,900(s)
Property, plant
& equipment,
net............ 1,930,525 388,875 382,936 173,895 96,345 --
Goodwill and
other
intangibles,
net............ 1,603,904 1,805,804(b) 814,329(g) 193,505(k) 907,004(o) --
Deferred
financing
costs, net..... 38,854 -- -- -- -- --
Non-current
restricted cash
and other
assets......... 83,934 34,071 -- -- -- --
--------- --------- --------- ------- --------- --------
Total
assets....... 5,214,963 2,524,628 1,072,810 387,786 1,017,320 --
========= ========= ========= ======= ========= ========
Liabilities and shareholders' equity:
Current
liabilities
Accounts
payable,
accrued
liabilities
and other
current
liabilities... 422,037 86,016 99,327 12,579 25,108 --
Short-term
debt.......... 8,112 -- 42,190(h) -- 316,383(p) --
Note payable to
shareholder... 13,872 -- -- -- -- --
Current portion
of long-term
debt.......... 12,971 13,325 -- 48,451 -- --
--------- --------- --------- ------- --------- --------
Total current
liabilities... 456,992 99,341 141,517 61,030 341,491 --
Long-term debt.. 1,479,739 2,425,287(c) 929,740(i) 319,500(l) 673,269(q) --
Deferred taxes
and other long-
term
liabilities.... 51,366 -- 1,553 -- 2,560 --
--------- --------- --------- ------- --------- --------
Total
liabilities... 1,988,097 2,524,628 1,072,810 380,530 1,017,320 --
Minority
interest in
subsidiaries... 26,729 -- -- 7,256(m) -- --
--------- --------- --------- ------- --------- --------
Total
shareholders'
equity........ 3,200,137 -- -- -- -- --
--------- --------- --------- ------- --------- --------
Total
liabilities
and
shareholders'
equity........ 5,214,963 2,524,628 1,072,810 387,786 1,017,320 --
========= ========= ========= ======= ========= ========
<CAPTION>
Senior
Notes UPC
Offering Pro Forma
---------- ----------
<S> <C> <C>
Assets:
Current assets
Cash and cash
equivalents... 20,456(t) 425,433
Restricted
cash.......... -- 11,765
Subscriber
receivables,
net........... -- 94,885
Costs to be
reimbursed,
net........... -- 20,638
Other current
assets........ -- 308,010
---------- ----------
Total current
assets....... 20,456 860,731
Marketable
equity
securities of
parent......... -- 401,100
Investments in
and advances to
affiliates,
net............ -- 522,151
Property, plant
& equipment,
net............ -- 2,972,576
Goodwill and
other
intangibles,
net............ -- 5,324,546
Deferred
financing
costs, net..... 75,875(u) 114,729
Non-current
restricted cash
and other
assets......... -- 118,005
---------- ----------
Total
assets....... 96,331 10,313,838
========== ==========
Liabilities and shareholders' equity:
Current
liabilities
Accounts
payable,
accrued
liabilities
and other
current
liabilities... -- 645,067
Short-term
debt.......... -- 366,685
Note payable to
shareholder... -- 13,872
Current portion
of long-term
debt.......... -- 74,747
---------- ----------
Total current
liabilities... -- 1,100,371
Long-term debt.. 96,331(v) 5,923,866
Deferred taxes
and other long-
term
liabilities.... -- 55,479
---------- ----------
Total
liabilities... 96,331 7,079,716
Minority
interest in
subsidiaries... -- 33,985
---------- ----------
Total
shareholders'
equity........ -- 3,200,137
---------- ----------
Total
liabilities
and
shareholders'
equity........ 96,331 10,313,838
========== ==========
</TABLE>
29
<PAGE>
- --------
(a) Represents the historical amounts included in @Entertainment's balance
sheet at June 30, 1999, except as indicated in (b) and (c), which were
converted from U.S. dollars to Dutch guilders at the August 6, 1999 spot
exchange rate.
(b) Represents the pro forma increase in goodwill and other intangibles as a
result of the @Entertainment acquisition:
<TABLE>
<S> <C> <C>
Consolidation of historical @Entertainment goodwill and
other intangibles.......................................... NLG 72,837
Additional pro forma goodwill and other
intangibles due to the @Entertainment
acquisition:
Historical shareholders' deficit, including
12% cumulative redeemable preferred......... NLG 78,558
Purchase price............................... NLG1,654,409
------------
NLG1,732,967
------------
NLG1,805,804
============
(c) Represents the pro forma increase in long-term debt as a result of the
@Entertainment acquisition:
Consolidation of historical @Entertainment long-term debt... NLG 770,878
Offering of the senior notes to fund the @Entertainment
acquisition................................................ NLG1,654,409
------------
NLG2,425,287
============
</TABLE>
(d) Represents the historical amounts included in A2000's balance sheet at June
30, 1999, except as indicated in (e), (f), (g), (h) and (i).
(e) Represents the pro forma increase in other current assets as a result of
the A2000 acquisition:
<TABLE>
<S> <C>
Consolidation of historical A2000 other current assets........ NLG 22,463
Reclass of A2000's payable to UPC for elimination in
consolidation................................................ NLG (5,147)
----------
NLG 17,316
==========
</TABLE>
(f) Represents the pro forma decrease in investments in affiliates as a result
of the A2000 acquisition:
<TABLE>
<S> <C> <C>
Consolidation of historical A2000 investments in affiliates.... NLG 1,094
Reclassification of UTH's historical excess basis in A2000 to
goodwill...................................................... NLG(228,492)
Elimination of historical UTH investment in A2000.............. NLG 61,748
-----------
NLG(165,650)
===========
(g) Represents the pro forma increase in goodwill and other intangibles as a
result of the A2000 acquisition:
Consolidation of historical A2000 goodwill and other
intangibles................................................... NLG 107,572
Reclassification of historical goodwill and other intangibles
recorded by UTH as part of its investment in A2000............ NLG 228,492
Additional pro forma goodwill and other
intangibles due to the A2000 acquisition:
50% of A2000's historical shareholders' equity
............................................... NLG 61,748
Shareholder loans .............................. NLG (55,223)
Purchase price.................................. NLG 471,740
------------
NLG 478,265
-----------
NLG 814,329
===========
</TABLE>
30
<PAGE>
(h) Represents the pro forma increase in short-term debt as a result of the
A2000 acquisition:
<TABLE>
<S> <C> <C>
Consolidation of historical A2000 short-term debt ......... NLG102,559
Shareholder loans.......................................... NLG(60,369)
----------
NLG 42,190
==========
(i) Represents the pro forma increase in long-term debt as a result of the
A2000 acquisition:
Consolidation of historical A2000 long-term debt........... NLG458,000
Offering of the senior notes to fund the A2000
acquisition............................................... NLG471,740
----------
NLG929,740
==========
(j) Represents the historical amounts included in Kabel Plus's balance sheet at
June 30, 1999, except as indicated in (k), (l) and (m), converted from
Czech korunas to Dutch guilders at the June 30, 1999, spot exchange rate.
(k) Represents the pro forma increase in goodwill and other intangibles as a
result of the Kabel Plus acquisition:
Consolidation of historical Kabel Plus goodwill and other
intangibles............................................... NLG 1,126
Additional pro forma goodwill and other
intangibles due to the Kabel Plus acquisition:
Historical shareholders' equity.............. NLG(127,121)
Purchase price............................... NLG 319,500
-----------
NLG192,379
----------
NLG193,505
==========
(l) Represents the pro forma increase in long-term debt as a result of the
Kabel Plus acquisition from the offering of the senior notes to fund the
Kabel Plus acquisition.
(m) Represents the allocation of historical net assets to minority interest in
Kabel Plus.
(n) Represents the historical amounts included in NBS Nordic's balance sheet at
June 30, 1999, except as indicated in (o), (p), and (q), which were
converted from Swedish kronor to Dutch guilders at the July 30, 1999, spot
exchange rate.
(o) Represents the pro forma increase in goodwill and other intangibles as a
result of the Stjarn acquisition:
Consolidation of historical NBS Nordic goodwill and other
intangibles............................................... NLG133,528
Additional pro forma goodwill and other
intangibles due to the Stjarn acquisition:
Historical shareholders' equity.............. NLG (44,344)
Purchase price............................... NLG817,820
-----------
NLG773,476
----------
NLG907,004
==========
(p) Represents the pro forma increase in short-term debt as a result of the
Stjarn acquisition:
Consolidation of historical NBS Nordic short-term debt..... NLG110,383
Portion of purchase price paid in the form of a one-year
seller's note............................................. NLG206,000
----------
NLG316,383
==========
</TABLE>
(q) Represents the pro forma increase in long-term debt as a result of the
Stjarn acquisition:
<TABLE>
<S> <C> <C>
Consolidation of
historical NBS
Nordic long-term
debt............ NLG 61,449
Offering of the
senior notes to
fund the Stjarn
acquisition..... NLG611,820
----------
NLG673,269
==========
</TABLE>
31
<PAGE>
(r) Represents the remaining cash from our initial public offering used for
financing the SBS acquisition.
(s) Represents the investment made for a 13.3% interest in SBS.
(t) Represents the remaining cash proceeds from our offering of the senior
notes.
(u) Represents the estimated offering costs relating to the issuance of the
senior notes in July 1999.
(v) Represents the remaining cash proceeds from the senior notes and the
proceeds from the senior notes used to pay estimated costs of the senior
notes offering.
32
<PAGE>
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
The following unaudited pro forma condensed consolidated statement of
operations for the six months ended June 30, 1999 gives effect to (1) the UTH
transaction and the NUON acquisition (together the "NUON Transaction"), (2) the
acquisitions of @Entertainment, A2000, Kabel Plus, Stjarn and 13.3% of SBS, and
(3) the offering of our senior notes in July 1999, as if each had occurred as
of January 1, 1998.
<TABLE>
<CAPTION>
For the Six Months Ended June 30, 1999
------------------------------------------------------------------------------------------------------------
Pro Forma Adjustments
----------------------------------------------------------------------------------------------
@
UPC NUON Entertainment A2000 Kabel Plus Stjarn SBS
Historical Transaction (a) Acquisition (d) Acquisition (g) Acquisition (k) Acquisition (o) Acquisition
------------ --------------- --------------- --------------- --------------- --------------- -----------
(unaudited)
(Dutch guilders, in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Statement of
Operations Data:
Service and
other revenue.. 331,954 19,844 80,866 74,944 25,963 33,422 --
Operating
expense........ (151,090) (6,616) (119,713) (32,319) (7,331) (13,739) --
Selling, general
&
administrative
expense........ (265,138) (6,013) (75,497) (26,866) (13,708) (9,615) --
Depreciation and
amortization... (148,404) (9,913)(b) (90,138)(e) (57,138)(h) (14,275)(l) (35,003)(p) --
------------ ------- -------- ------- ------- ------- -------
Net operating
(loss) income.. (232,678) (2,698) (204,482) (41,379) (9,351) (24,935) --
Interest in
come........... 13,520 -- 4,896 362 -- 347 --
Interest
expense........ (62,107) (4,790) (131,820)(f) (38,187)(i) (20,964)(m) (35,941)(q) --
Gain on sale of
assets......... 14,625 -- -- -- -- -- --
Foreign exchange
gain (loss) and
other expense (2,595) -- (4,036) (5,617) (819) -- --
------------ ------- -------- ------- ------- ------- -------
Net loss before
income taxes
and other items (269,235) (7,488) (335,442) (84,821) (31,134) (60,529) --
Shares in
results of
affiliated
companies,
net............ (33,168) 385 (c) (1,075) 27,569(j) -- -- (10,951)(r)
Minority
interests in
subsidiaries... 115 22 -- -- 1,681(n) -- --
Income tax
benefit
(expense)...... 1,118 242 (55) -- -- 293 --
------------ ------- -------- ------- ------- ------- -------
Net loss........ (301,170) (6,839) (336,572) (57,252) (29,453) (60,236) (10,951)
============ ======= ======== ======= ======= ======= =======
Basic and
diluted net
loss per A
Share.......... (2.60)
============
Weighted-average
number of A
Shares
outstanding.... (115,954,697)
============
<CAPTION>
Senior
Notes UPC
Offering Pro Forma
------------ --------------
<S> <C> <C>
Statement of
Operations Data:
Service and
other revenue.. -- 566,993
Operating
expense........ -- (330,808)
Selling, general
&
administrative
expense........ -- (396,837)
Depreciation and
amortization... -- (354,871)
------------ --------------
Net operating
(loss) income.. -- (515,523)
Interest in
come........... -- 19,125
Interest
expense........ (10,521)(s) (304,330)
Gain on sale of
assets......... -- 14,625
Foreign exchange
gain (loss) and
other expense (111,428)(t) (124,495)
------------ --------------
Net loss before
income taxes
and other items (121,949) (910,598)
Shares in
results of
affiliated
companies,
net............ -- (17,240)
Minority
interests in
subsidiaries... -- 1,818
Income tax
benefit
(expense)...... -- 1,598
------------ --------------
Net loss........ (121,949) (924,422)
============ ==============
Basic and
diluted net
loss per A
Share.......... (7.72)
==============
Weighted-average
number of A
Shares
outstanding.... 119,699,700(u)
==============
</TABLE>
<TABLE>
<S> <C>
Consolidation of historical amortization and depreciation of UTH
for the month ended January 31, 1999........................... NLG(8,246)
Amortization of the step-up in basis recorded under purchase
accounting, using a 15 year life, for the month ended January
31, 1999....................................................... NLG(1,667)
---------
NLG(9,913)
=========
</TABLE>
<TABLE>
<S> <C>
Consolidation of historical share in results of affiliates of
UTH for the month ended January 31, 1999...................... NLG(5,022)
Elimination of the historical share in results recorded by UPC
for its 51% investment in UTH for the month ended
January 31, 1999 ............................................. NLG 5,407
---------
NLG 385
=========
</TABLE>
- ------------------
(a) Represents the consolidation of the historical results of operations for
UTH for the month ended January 31, 1999, except as indicated in (b) and
(c).
(b) Represents additional depreciation and amortization expense as a result of
the NUON Transaction:
(c) Represents additional share in results of affiliates as a result of the
NUON Transaction:
(d) Represents the consolidation of the historical results of operations for
@Entertainment for the six months ended June 30, 1999, except as indicated
in (e) and (f), converted from U.S. dollars to Dutch guilders using the
June 30, 1999 six month average exchange rate.
33
<PAGE>
(e) Represents additional depreciation and amortization expense as a result of
the @Entertainment acquisition:
<TABLE>
<S> <C> <C>
Consolidation of historical amortization and depreciation
of @Entertainment for the six months ended June 30, 1999.. NLG (46,057)
Amortization of the step-up in basis recorded under
purchase accounting, using a 15 year life, for the six
months ended June 30, 1999................................ NLG (44,081)
-------------
NLG (90,138)
=============
(f) Represents additional interest expense as a result of the @Entertainment
acquisition:
Consolidation of historical interest expense of
@Entertainment for the six months ended June 30, 1999..... NLG (49,461)
Additional interest expense as a result of the debt
incurred for the @Entertainment acquisition for the six
months ended June 30, 1999, at an initial annual blended
weighted average interest rate of 9.7%.................... NLG (82,359)
-------------
NLG (131,820)
=============
(g) Represents the consolidation of the historical results of operations for
A2000 for the six months ended June 30, 1999, except as indicated in (h),
(i) and (j).
(h) Represents additional depreciation and amortization expense as a result of
the A2000 acquisition:
Consolidation of historical amortization and depreciation
of A2000 for the six months ended June 30, 1999........... NLG (32,436)
Reclassification of UTH's amortization of its excess basis
in A2000 for the six months ended June 30, 1999........... NLG (8,945)
Amortization of the step-up in basis recorded under
purchase accounting, using a 15 year life, for the six
months ended June 30, 1999................................ NLG (15,757)
-------------
NLG (57,138)
=============
(i) Represents additional interest expense as a result of the A2000
acquisition:
Consolidation of historical interest expense of A2000 for
the six months ended June 30, 1999........................ NLG (14,817)
Additional interest expense as a result of the debt
incurred for the A2000 acquisition for the six months
ended June 30, 1999, at an initial annual blended weighted
average interest rate of 9.7%............................. NLG (23,370)
-------------
NLG (38,187)
=============
Elimination of UTH's share in results of A2000 for the six
months ended June 30, 1999................................ NLG 18,624
Reclassification of UTH's amortization of its excess basis
in A2000 for the six months ended June 30, 1999 to
amortization expense...................................... NLG 8,945
-------------
NLG 27,569
=============
</TABLE>
(j) Represents the elimination of the historical equity pick-up recorded by UTH
for its investment in A2000:
(k) Represents the consolidation of the historical results of operations for
Kabel Plus for the six months ended June 30, 1999, except as indicated in
(l), (m) and (n), converted from Czech korunas to Dutch guilders, using the
June 30, 1999 six month average exchange rate.
34
<PAGE>
(l) Represents additional depreciation and amortization expense as a result of
the Kabel Plus acquisition:
<TABLE>
<S> <C>
Consolidation of historical amortization and depreciation of
Kabel Plus for the six months ended June 30, 1999............ NLG (9,714)
Amortization of the step-up in basis recorded under purchase
accounting, using a 15 year life, for the six months ended
June 30, 1999................................................ NLG (4,561)
-----------
NLG (14,275)
===========
(m) Represents additional interest expense as a result of the Kabel Plus
acquisition:
Consolidation of historical interest expense of Kabel Plus for
the six months ended June 30, 1999........................... NLG (5,656)
Additional interest expense as a result of the debt incurred
for the Kabel Plus acquisition for the six months ended June
30, 1999, at an initial annual blended weighted average
interest rate of 9.7%........................................ NLG (15,308)
-----------
NLG (20,964)
===========
</TABLE>
(n) Represents minority interest in the net loss of Kabel Plus for the six
months ended June 30, 1999.
(o) Represents the consolidation of the historical results of operations for
NBS Nordic for the six months ended June 30, 1999, except as indicated in
(p) and (q), converted from Swedish kronor, using the June 30, 1999 six
month average exchange rate.
(p) Represents additional depreciation and amortization expense as a result of
the Stjarn acquisition.
<TABLE>
<S> <C>
Consolidation of historical amortization and depreciation of
NBS Nordic for the six months ended June 30, 1999............ NLG (10,087)
Amortization of the step-up in basis recorded under purchase
accounting, using a 15 year life, for the six months ended
June 30, 1999................................................ NLG (24,916)
-----------
NLG (35,003)
===========
</TABLE>
(q) Represents additional interest expense as a result of the Stjarn
acquisition.
<TABLE>
<S> <C>
Consolidation of historical interest expense of NBS Nordic for
the six months ended June 30, 1999........................... NLG (5,632)
Additional interest expense as a result of the debt incurred
for the Stjarn acquisition for the six months ended June 30,
1999, at an initial annual blended weighted average interest
rate of 9.7%................................................. NLG (30,309)
-----------
NLG (35,941)
===========
(r) Represents share of results in SBS as a result of the acquisition of a
13.3% interest:
UPC's proportionate interest in historical results of SBS for
the six months ended June 30, 1999........................... NLG (4,090)
Additional amortization resulting from excess basis in the
investment of SBS for the six months ended June 30, 1999,
using a 15 year life......................................... NLG (6,861)
-----------
NLG (10,951)
===========
</TABLE>
(s) Represents amortization of deferred finance costs related to the senior
notes offering for the six months ended June 30, 1999, plus additional
interest expense related to the proceeds used for senior notes offering
costs and the remaining offering proceeds, at an initial annual blended
weighted average interest rate of 9.7%.
(t) Represents the pro forma exchange rate loss on our U.S. dollar-denominated
senior discount notes for the six months ended June 30, 1999.
(u) For pro forma purposes, the purchase price for UTH and SBS, which totalled
NLG720.5 million, assuming the acquisitions had occurred on January 1,
1998, are assumed to have been funded from proceeds of our initial public
offering in February 1999. In addition, we are assuming the Stjarn seller's
note is converted to our equity upon maturity on January 1, 1999, assuming
the acquisition had occurred on January 1, 1998. Consequently, the pro
forma weighted average number of shares outstanding for the six months
ended June 30, 1999 assumes the issuance of 14,980,013 common shares at the
initial public offering price of NLG63.91 per share, discounted for
underwriting commissions of 5%.
35
<PAGE>
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
The following unaudited pro forma condensed consolidated statement of
operations for the year ended December 31, 1998 gives effect to (1) the NUON
Transaction, (2) the acquisitions of @Entertainment, A2000, Kabel Plus, Stjarn
and 13.3% of SBS and (3) the offering of our senior notes in July 1999, as if
each had occurred as of January 1, 1998.
<TABLE>
<CAPTION>
For the Year Ended December 31, 1998
---------------------------------------------------------------------------------------------------------
Pro Forma Adjustments
---------------------------------------------------------------------------------------------
@
UPC NUON Entertainment A2000 Kabel Plus Stjarn SBS
Historical Transaction(a) Acquisition(d) Acquisition(g) Acquisition(k) Acquisition(o) Acquisition
---------- -------------- -------------- -------------- -------------- -------------- -----------
(audited) (unaudited)
(Dutch guilders, in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Statement of
Operations Data:
Service and
other revenue.. 408,970 186,041 123,161 124,167 47,540 63,160 --
Operating
expense........ (138,459) (62,314) (123,191) (31,914) (15,000) (26,148) --
Selling, general
&
administrative
expense........ (481,703) (58,195) (148,318) (61,773) (28,908) (17,593) --
Depreciation and
amortization... (187,646) (87,539)(b) (140,534)(e) (122,653)(h) (29,546)(l) (68,507)(p) --
---------- ------- -------- -------- ------- -------- -------
Net operating
(loss) income.. (398,838) (22,007) (288,882) (92,173) (25,914) (49,088) --
Interest
income......... 7,397 -- 6,680 674 -- 1,801 --
Interest
expense........ (104,355) (37,926) (202,251)(f) (70,006)(i) (59,416)(m) (87,227)(q) --
Provision for
loss on
investment..... (6,230) -- -- -- -- -- --
Foreign exchange
gain (loss) and
other expense.. 2,690 -- (259) 1,100 (6,047) 13,000(r)
---------- ------- -------- -------- ------- -------- -------
Net loss before
income taxes
and other
items.......... (499,336) (59,933) (484,712) (160,405) (91,377) (121,514) --
Shares in
results of
affiliated
companies,
net............ (63,823) 5,216(c) (12,563) 50,333(j) 123 -- (22,653)(s)
Minority
interests
in subsidiaries.. 1,153 235 -- -- 4,928(n) -- --
Income tax
benefit
(expense)...... (1,215) 1,212 (418) 13 -- -- --
---------- ------- -------- -------- ------- -------- -------
Net loss........ (563,221) (53,270) (497,693) (110,059) (86,326) (121,514) (22,653)
========== ======= ======== ======== ======= ======== =======
Basic and
diluted net
loss per
A Share ....... (6.80)
==========
Weighted-average
number of
A Shares
outstanding.... 82,869,342
==========
<CAPTION>
Senior
Notes UPC
Offering Pro Forma
------------ -------------
<S> <C> <C>
Statement of
Operations Data:
Service and
other revenue.. -- 953,039
Operating
expense........ -- (397,026)
Selling, general
&
administrative
expense........ -- (796,490)
Depreciation and
amortization... -- (636,425)
------------ -------------
Net operating
(loss) income.. -- (876,902)
Interest
income......... -- 16,552
Interest
expense........ (20,519)(t) (581,700)
Provision for
loss on
investment..... -- (6,230)
Foreign exchange
gain (loss) and
other expense.. 57,312 (u) 67,796
------------ -------------
Net loss before
income taxes
and other
items.......... 36,793 (1,380,484)
Shares in
results of
affiliated
companies,
net............ -- (43,367)
Minority
interests
in subsidiaries.. -- 6,316
Income tax
benefit
(expense)...... -- (408)
------------ -------------
Net loss........ 36,793 (1,417,943)
============ =============
Basic and
diluted net
loss per
A Share ....... (14.97)
=============
Weighted-average
number of
A Shares
outstanding.... 94,736,425(v)
=============
</TABLE>
<TABLE>
<CAPTION>
December 31, 1998
---------------------------------------------
N.V.
TeleKabel
Beheer UTH Pro Forma NUON
Historical Historical Adjustments Transaction
---------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Consolidated Statement of
Operations:
Revenue................... 86,919 99,122 -- 186,041
Operating expense......... (29,142) (33,172) -- (62,314)
Selling, general and
administrative expense... (22,099) (36,096) -- (58,195)
Depreciation and
amortization............. (32,128) (35,408) (20,003) (87,539)(b)
------- ------- ------- -------
Net operating loss........ 3,550 (5,554) (20,003) (22,007)
Interest income........... -- -- -- --
Interest expense.......... (21,227) (16,699) -- (37,926)
Provision for loss on
investment related
costs.................... -- -- -- --
Foreign exchange gain
(loss) and other
expenses................. -- -- -- --
------- ------- ------- -------
Net loss before income
taxes and other items.... (17,677) (22,253) (20,003) (59,933)
Share in results of
affiliated companies,
net...................... 6,237 (23,739) 22,718 5,216(c)
Minority interests in
subsidiaries............. -- 235 -- 235
Income tax benefit
(expense)................ -- 1,212 -- 1,212
------- ------- ------- -------
Net loss.................. (11,440) (44,545) 2,715 (53,270)
======= ======= ======= =======
</TABLE>
- -------
(a) Represents the consolidation of the historical results of operations of
N.V. TeleKabel Beheer for the seven months ended July 1998 and the
historical results of UTH from inception (August 1998) through December 31,
1998, except as indicated in (b) and (c).
36
<PAGE>
(b) Represents additional depreciation and amortization expense as a result of
the NUON Transaction:
<TABLE>
<S> <C>
Consolidation of historical amortization and depreciation of
N.V. TeleKabel Beheer for the seven months ended July 31,
1998......................................................... NLG(32,128)
Consolidation of historical amortization and depreciation of
UTH for the five months ended December 31, 1998.............. NLG(35,408)
Amortization of the step-up in basis recorded under purchase
accounting, using a 15 year life, for the year ended December
31, 1998..................................................... NLG(20,003)
----------
NLG(87,539)
==========
</TABLE>
(c) Represents additional share in results of affiliates as a result of the
NUON Transaction:
<TABLE>
<S> <C>
Consolidation of historical share in results of affiliates of
N.V. TeleKabel Beheer for the seven months ended July 31,
1998......................................................... NLG 6,237
Consolidation of historical share in results of affiliates of
UTH for the five months ended December 31, 1998.............. NLG(23,739)
Elimination of the historical share in results recorded by UPC
for its 51% investment in UTH for the five months ended
December 31, 1998............................................ NLG 22,718
----------
NLG 5,216
==========
</TABLE>
(d) Represents the consolidation of the historical results of operations for
@Entertainment for the year ended December 31, 1998, except as indicated in
(e) and (f), converted from U.S. dollars to Dutch guilders using the
December 31, 1998 twelve month average exchange rate.
(e) Represents additional depreciation and amortization expense as a result of
the @Entertainment acquisition:
<TABLE>
<S> <C>
Consolidation of historical amortization and depreciation of
@Entertainment for the year ended December 31, 1998.......... NLG (52,371)
Amortization of the step-up in basis recorded under purchase
accounting, using a 15 year life, for the year ended December
31, 1998..................................................... NLG (88,163)
-----------
NLG(140,534)
===========
</TABLE>
(f) Represents additional interest expense as a result of the @Entertainment
acquisition:
<TABLE>
<S> <C>
Consolidation of historical interest expense of
@Entertainment for the year ended December 31, 1998........ NLG (43,716)
Additional interest expense as a result of the debt incurred
for the @Entertainment acquisition for the year ended
December 31, 1998, at an initial annual blended weighted
average interest rate of 9.7%.............................. NLG (158,535)
------------
NLG (202,251)
============
</TABLE>
(g) Represents the consolidation of the historical results of operations for
A2000 for the year ended December 31, 1998, except as indicated in (h), (i)
and (j).
(h) Represents additional depreciation and amortization expense as a result of
the A2000 acquisition:
<TABLE>
<S> <C>
Consolidation of historical amortization and depreciation of
A2000 for the year ended December 31, 1998.................. NLG (73,254)
Reclassification of UPC's amortization of its excess basis in
A2000 for the seven months ended July 31, 1998.............. NLG (10,434)
Reclassification of UTH's amortization of its excess basis
for the five months ended December 31, 1998................. NLG (7,451)
Amortization of the step-up in basis recorded under purchase
accounting, using a 15 year life, for the year ended
December 31, 1998........................................... NLG (31,514)
------------
NLG (122,653)
============
</TABLE>
37
<PAGE>
(i) Represents additional interest expense as a result of the A2000
acquisition:
<TABLE>
<S> <C>
Consolidation of historical interest expense of A2000 for the
year ended December 31, 1998................................. NLG (25,021)
Additional interest expense as a result of the debt incurred
for the A2000 acquisition for the year ended December 31,
1998, at an initial annual blended weighted average interest
rate of 9.7%................................................. NLG (44,985)
-----------
NLG (70,006)
===========
</TABLE>
(j) Represents the elimination of the historical equity pick-up recorded by UPC
and UTH for their investment in A2000:
<TABLE>
<S> <C>
Elimination of UPC's share in results of A2000 for the seven
months ended July 31, 1998.................................... NLG 16,198
Elimination of UTH's share in results of A2000 for the five
months ended December 31, 1998................................ NLG 16,250
Reclassification of amortization of UPC's excess basis in A2000
for the seven months ended July 31, 1998...................... NLG 10,434
Reclassification of amortization of UTH's excess basis in A2000
for the five months ended December 31, 1998................... NLG 7,451
----------
NLG 50,333
==========
</TABLE>
(k) Represents the consolidation of the historical results of operations for
Kabel Plus for the year ended December 31, 1998, except as indicated in
(l), (m) and (n), converted from Czech korunas to U.S. dollars, using the
December 31, 1998 twelve month average exchange rate.
(l) Represents additional depreciation and amortization expense as a result of
the Kabel Plus acquisition:
<TABLE>
<S> <C>
Consolidation of historical amortization and depreciation of
Kabel Plus for the year ended December 31, 1998.............. NLG (20,423)
Amortization of the step-up in basis recorded under purchase
accounting, using a 15 year life, for the year ended December
31, 1998..................................................... NLG (9,123)
-----------
NLG (29,546)
===========
</TABLE>
(m) Represents additional interest expense as a result of the Kabel Plus
acquisition:
<TABLE>
<S> <C>
Consolidation of historical interest expense of Kabel Plus for
the year ended December 31, 1998............................. NLG (29,949)
Additional interest expense as a result of the debt incurred
for the Kabel Plus acquisition for the year ended December
31, 1998, at an initial annual blended weighted average
interest rate of 9.7%........................................ NLG (29,467)
-----------
NLG (59,416)
===========
</TABLE>
(n) Represents the minority interest in Kabel Plus for the year ended December
31, 1998.
(o) Represents the consolidation of the pro forma results of operations for NBS
Nordic for the twelve months ended December 31, 1998, except as indicated
in (p), (q) and (r) converted from Swedish Kronor, using the December 31,
1998 twelve month average exchange rate. These pro forma results of
operations include Stjarn, as if NBS Nordic acquired Stjarn on January 1,
1998.
38
<PAGE>
(p) Represents additional depreciation and amortization expense as a result of
the Stjarn acquisition:
<TABLE>
<S> <C>
Consolidation of pro forma amortization and depreciation of NBS
Nordic for the twelve months ended December 31, 1998.......... NLG(18,673)
Amortization of the step-up in basis recorded under purchase
accounting, using a
15 year life, for the year ended December 31, 1998............ NLG(49,834)
----------
NLG(68,507)
==========
</TABLE>
(q) Represents additional interest expense as a result of the Stjarn
acquisition:
<TABLE>
<S> <C>
Consolidation of pro forma interest expense of NBS Nordic for
the twelve months ended December 31, 1998.................... NLG (12,724)
Additional interest expense as a result of the Stjarn seller's
note for the year ended December 31, 1998 at an annual
interest rate of 8%.......................................... NLG(16,160)
Additional interest expense as a result of the debt incurred
for the Stjarn acquisition for the year ended December 31,
1998, at an initial annual blended weighted average interest
rate of 9.7%................................................. NLG (58,343)
-----------
NLG (87,227)
===========
</TABLE>
(r) Represents the pro forma exchange rate gain on the U.S. dollar-denominated
Stjarn seller's note for the year ended December 31, 1998.
(s) Represents share of results in SBS as a result of the acquisition of a
13.3% interest:
<TABLE>
<S> <C>
UPC's proportionate interest in historical results of SBS for
the year ended December 31, 1998.............................. NLG (8,929)
Additional amortization resulting from excess basis in the
investment of SBS for the year ended December 31, 1998........ NLG(13,724)
----------
NLG(22,653)
==========
</TABLE>
(t) Represents amortization of deferred finance costs related to the senior
notes offering for the year ended December 31, 1998, plus additional
interest expense related to the proceeds used for the senior notes offering
costs and remaining offering proceeds, at an initial annual blended
weighted average interest rate of 9.7%.
(u) Represents the pro forma exchange rate gain on our U.S. dollar-denominated
senior discount notes for the year ended December 31, 1998.
(v) For pro forma purposes, the purchase price for UTH and SBS, which totalled
NLG720.5 million, assuming the acquisitions had occurred on January 1,
1998, are assumed to have been funded from proceeds of our initial public
offering in February 1999. Consequently, the pro forma weighted average
number of shares for the year ended December 31, 1998 assumes the issuance
of 11,867,083 common shares at the IPO price of NLG63.91 per share,
discounted for underwriting commissions of 5%.
39
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The following selected consolidated financial data for the years ended
December 31, 1996, 1997 and 1998 have been derived from our audited
consolidated financial statements included in this prospectus as restated to
include Monor Communications Group, Inc. ("Monor"), Tara Television Limited
("Tara") and Iberian Programming Services, Inc. ("IPS") for all periods in
which their operations were part of United's consolidated results. The selected
consolidated financial data for the year ended December 31, 1994 has been
derived from the audited financial statements of the European cable television
operations of Philips Electronics N.V. contributed to us upon our formation as
a joint venture. The following selected consolidated financial data for the six
months ended December 31, 1995 have been derived from our audited consolidated
financial statements not included in this prospectus as restated to include
Monor, Tara and IPS. The following selected consolidated financial data for the
six months ended June 30, 1995, June 30, 1998 and June 30, 1999 have been
derived from unaudited financial statements that, in our opinion, reflect all
adjustments, consisting of normal recurring adjustments, necessary to present
fairly the financial data for such periods and as of such date. Due to the
relative value of the assets contributed by United and Philips, the cable
television properties contributed by Philips are deemed to be our predecessor.
On December 11, 1997, United acquired the 50% of us that it did not already own
from Philips. As a result of this acquisition and the associated push-down of
United's basis on December 11, 1997, the financial information for the year
ended December 31, 1998, the six months ended June 30, 1998 and the six months
ended June 30, 1999 is presented on a "post-acquisition" basis. The data set
forth below for us is qualified by reference to, and should be read in
conjunction with, our audited consolidated financial statements and notes
thereto and also with "UPC Management's Discussion and Analysis of Financial
Condition and Results of Operations," included elsewhere in this prospectus.
<TABLE>
<CAPTION>
Predecessor Interest UPC
------------------------ ------------------------------------------------------------
Six Months Six Months Six Months
Year Ended Ended Ended Year Ended December 31, Ended June 30,
December 31, June 30, December 31, --------------------------- ------------------
1994 1995 1995 1996 1997 1998 1998 1999
------------ ----------- ------------ ------- -------- -------- -------- --------
(unaudited) (unaudited)
(Dutch guilders, in thousands except per share data)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Statement of Operations
Data:
Service and other
revenue............... 183,600 91,100 100,179 245,179 337,255 408,970 195,270 331,954
Operating expense...... (44,100) (23,000) (32,806) (82,439) (118,508) (138,459) (66,111) (151,090)
Selling, general &
administrative
expense............... (44,500) (23,600) (33,617) (81,176) (119,067) (481,703) (62,374) (265,138)
Depreciation and
amortization.......... (42,200) (21,100) (33,974) (79,832) (132,888) (187,646) (94,953) (148,404)
------- ------- ------- ------- -------- -------- -------- --------
Net operating income
(loss)................ 52,800 23,400 (218) 1,732 (33,208) (398,838) (28,168) (232,678)
Interest income........ -- -- 6,403 2,757 6,512 7,397 2,017 13,520
Interest expense....... -- -- (19,873) (38,475) (70,738) (104,355) (48,155) (62,107)
Provision for loss on
investment related
costs................. -- -- -- -- (18,888) (6,230) -- --
Gain on sale of
assets................ -- -- -- -- -- -- -- 14,625
Foreign exchange gain
(loss) and other
expense............... -- -- (3,376) (21,200) (41,063) 2,690 (8,234) (2,595)
------- ------- ------- ------- -------- -------- -------- --------
Net income (loss)
before income taxes
and other items....... 52,800 23,400 (17,064) (55,186) (157,385) (499,336) (82,540) (269,235)
Shares in results of
affiliated companies,
net................... (2,800) (2,300) (31,756) (30,712) (25,458) (63,823) (31,619) (33,168)
Minority interests in
subsidiaries.......... (200) -- (191) (2,208) 152 1,153 1,722 115
Income tax benefit
(expense)............. -- -- 155 (509) 1,649 (1,215) 1,114 1,118
------- ------- ------- ------- -------- -------- -------- --------
Net income (loss)...... 49,800 21,100 (48,856) (88,615) (181,042) (563,221) (111,323) (301,170)
======= ======= ======= ======= ======== ======== ======== ========
Adjusted EBITDA........ 95,000 44,500 33,756 81,564 104,498 111,435 67,191 15,912
======= ======= ======= ======= ======== ======== ======== ========
Basic and diluted loss
per ordinary share.... n/a n/a (0.53) (0.96) (1.98) (6.80) (1.34) (2.60)
======= ======= ======== ======== ======== ========
Weighted-average number
of ordinary shares
outstanding........... n/a n/a 92,063 92,063 91,533 82,869 82,864 115,955
======= ======= ======== ======== ======== ========
</TABLE>
40
<PAGE>
<TABLE>
<CAPTION>
Predecessor Interest UPC
------------------------ ---------------------------------------------------------
December 31,
December 31, June 30, December 31, ----------------------------- June 30,
1994 1995 1995 1996 1997 1998 1999
------------ ----------- ------------ --------- --------- --------- ---------
(unaudited) (unaudited)
(Dutch guilders, in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Selected Balance Sheet
Data
Non-restricted cash and
cash equivalents...... 700 400 123,895 43,649 100,144 29,571 446,084
Other current assets... 14,700 10,000 172,687 83,265 85,421 136,046 274,337
Investments in
affiliated companies.. 5,900 5,200 270,664 260,468 413,649 493,051 436,225
Property, plant and
equipment............. 197,800 192,000 277,785 415,989 484,982 602,997 1,930,525
Intangible assets...... 2,300 2,200 209,274 270,407 690,046 680,032 1,603,904
Total assets........... 222,000 220,400 1,055,094 1,076,552 1,915,704 2,067,779 5,214,963
Short-term debt........ 3,400 -- 443,401 449,892 257,515 351,853 34,955
Other current
liabilities........... 41,100 132,300 92,574 120,649 185,442 244,514 422,037
Long-term debt......... -- -- 236,140 275,802 966,100 1,174,749 1,479,739
Total liabilities...... 165,100 132,300 777,506 858,059 1,467,184 2,116,019 1,988,097
Total shareholders'
equity (deficit)...... 56,900 86,700 276,188 213,938 439,805 (74,174) 3,200,137
</TABLE>
In the above table, we have calculated Adjusted EBITDA as follows:
<TABLE>
<CAPTION>
Predecessor Interest UPC
------------------------ --------------------------------------------------------
Six Months Six Months Six Months
Year Ended Ended Ended Year Ended December 31, Ended June 30,
December 31, June 30, December 31, ------------------------ -----------------
1994 1995 1995 1996 1997 1998 1998 1999
------------ ----------- ------------ ------ ------- -------- ------- --------
(unaudited) (unaudited)
(Dutch guilders, in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net operating
income/(loss).......... 52,800 23,400 (218) 1,732 (33,208) (398,838) (28,168) (232,678)
Add Back:
Depreciation and
amortization........... 42,200 21,100 33,974 79,832 132,888 187,646 94,953 148,404
Compensation expense
related to stock
options................ -- -- -- -- 4,818 322,627 406 100,186
------ ------ ------ ------ ------- -------- ------- --------
Adjusted EBITDA......... 95,000 44,500 33,756 81,564 104,498 111,435 67,191 15,912
====== ====== ====== ====== ======= ======== ======= ========
</TABLE>
41
<PAGE>
UPC MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of financial condition and results of
operations covers the years ended December 31, 1996, 1997 and 1998, and the six
months ended June 30, 1998 and 1999, as restated to include Monor, Tara and IPS
for all periods in which their operations were part of United's consolidated
results, and should be read together with our consolidated financial statements
and related notes included elsewhere herein. These consolidated financial
statements provide additional information regarding our financial activities
and condition.
Introduction
We commenced our present business in July 1995. We provide communications
services in 11 European countries and Israel through our three business lines:
cable television video services, telephone services and Internet/data services.
Our subscriber base is one of the largest of any group of broadband
communications networks operated across Europe. We intend to continue to
increase our presence in the European market through acquisitions as the
European telecommunications market consolidates, and to implement our branded
package of video, voice and Internet/data product offerings in systems we
acquire. We and Microsoft recently signed a letter of intent to establish a
relationship to work jointly on Internet, telephone and video projects.
History of UPC and Recent Developments
Since formation, we have developed largely through acquisitions. The most
recent acquisitions have resulted in significant growth in consolidated
revenues and expenditures.
September
1996 Norkabel and In September 1996, we increased our ownership in Norkabel
Kabelkom (Norway) from 8.3% to 100%, Kabelkom (Hungary) from 3.9%
Acquisitions to effectively 50% and the Swedish system from 2.1% to
25.9%. We subsequently sold our interest in the Swedish
system. Norkabel was consolidated effective upon its
acquisition. Kabelkom was accounted for using the equity
method.
January 1997 Janco In January 1997, we acquired 70.2% of Janco, a cable
Acquisition system in Oslo, Norway, from Helsinki Media. In November
1997, we merged Norkabel into Janco to form UPC Norge, of
which we held 87.3%. In November 1998, we acquired the
remaining 12.7% of UPC Norge for approximately NLG37.2
million.
December 1997UPC On December 11, 1997, we and United acquired the 50% of
Acquisition our A shares held by Philips for NLG450.0 million. As
part of this acquisition, we purchased 3.17 million
shares of Class A Common Stock of United held by Philips
for NLG66.8 million and we and United purchased all of
our convertible notes back from Philips for NLG339.8
million. The acquisition of UPC was financed with
proceeds from our senior revolving credit facility and
our bridge bank facility and cash from United.
1996-1998 We sold our unconsolidated interests in our systems in
Miscellaneous France called Citecable in 1996, Germany in 1997 and
SystemSales Spain in 1998 and our consolidated interest in Portugal
in 1998.
42
<PAGE>
January 1998 CNBH
Formation and Effective January 1, 1998, we acquired the Combivisie
Combivisie cable television systems in the region surrounding our
Acquisition KTE system in The Netherlands for a purchase price of
NLG180.8 million. Effective January 1, 1998, we combined
the Combivisie and KTE systems to form CNBH and
consolidated the results of CNBH through July 31, 1998
(see "UTH Formation").
June 1998
Eastern On June 29, 1998, we acquired from Time Warner
Europe Entertainment Company L.P. 50% of Kabelkom, the Hungarian
Transactions cable television system holding company, increasing our
ownership to 100%. The purchase price was approximately
$27.5 million, $9.5 million of which was payable in cash
and $18.0 million by delivery of a non-interest bearing
note. We gave Time Warner the option, exercisable until
March 26, 1999, to purchase 50% of the Hungarian
programming businesses formerly held by Kabelkom,
including HBO Hungary, and 100% of TV Max, a Czech and
Slovak Republic programming business, for approximately
$18.25 million. In March 1999, Time Warner exercised
their option. Effective June 30, 1998, we combined our
interests in Kabelkom with Kabeltel, a group of Hungarian
cable television systems located in Budapest and other
large Hungarian cities, forming Telekabel Hungary. We own
79.25% of Telekabel Hungary, Hungary's largest cable
television operator, and started consolidating its
results as of such date. In March 1999, Time Warner
exercised its option to purchase our Hungarian
programming business and TV Max.
August 1998
UTH Formation In August 1998, UPC and NUON combined all of their Dutch
broadband cable television and telecommunications
businesses to form UTH. We contributed 100% of CNBH and
50% of A2000 for our 51% interest in UTH. NUON
contributed 100% of TeleKabel Beheer. UPC and NUON agreed
on the relative values of their respective assets and
NUON made a small balancing payment of approximately
NLG2.0 million for its 49% interest. As a result of the
creation of UTH, effective August 1, 1998, we did not
consolidate the results of CNBH and accounted for UTH
using the equity method of accounting. As described
below, however, we purchased the other 49% of UTH in
February 1999 and began consolidating UTH effective
February 1, 1999.
November 1998
Increase in We held our interest in the Israeli, Maltese and Irish
Israeli and operating systems through a partnership with a subsidiary
Maltese Systems of Tele-Communications International, Inc. In November
Ownership 1998, we acquired Tele-Communications International
Inc.'s indirect 23.3% and 25.0% interests in the Israeli
and Maltese systems for approximately $88.5 million, net
of closing adjustments, doubling our respective interests
in these systems to 46.6% and 50%. We financed these
acquisitions through a loan of $90.0 million (NLG184.5
million) from our primary partners in the Israeli
operating system.
November 1998
Sale of As part of the Israeli and Maltese transaction described
Irish System above, in November 1998, we purchased from Riordan
Communications Ltd. an indirect 5% interest in an Irish
multi-channel television system and 5% of Tara, a company
providing Irish programming to the U.K. markets. The
purchase price was settled using 384,531 shares of United
that we indirectly held. In November 1998, we sold the
newly-acquired 5% interest in the Irish multi-channel
television system, together with our previously-held 20%
interest in
43
<PAGE>
this system, to Tele-Communications International, Inc.
The purchase price for this transaction was $20.5
million, offsetting part of the purchase price payable
for the Israeli and Maltese systems.
December 1998 In December 1998, United sold to us, in exchange for
Purchase of Monor 6,330,340 of our A shares, United's:
and Tara from
United
. 44.75% economic interest in Monor, a company that
operates a traditional telephone system in the Monor
region of Hungary.
. 75% interest in Tara, our programming company that
provides Irish programming in the UK with revenues of
approximately NLG1.3 million for the year ended December
31, 1998.
Because this was an exchange between companies under
common control, we have restated our financial statements
for all periods in which the operations of these
companies were part of United's consolidated financial
statements.
February 1999
Purchase of IPS In February 1999, United sold to us, in exchange for
from United 4,955,264 of our A shares, United's approximately 33.5%
interest in IPS, a group of programming entities focusing
on the Spanish- and Portuguese-speaking markets. IPS had
revenues of approximately NLG34.0 million for the year
ended December 31, 1998.
Because this was an exchange between companies under
common control, we have restated our financial statements
for all periods in which the operations of IPS were part
of United's consolidated financial statements.
New Acquisitions Since our Initial Public Offering
Since our initial public offering in February 1999, we have made or agreed
to make a significant number of acquisitions, which we refer to in this
prospectus collectively as our "new acquisitions." The new acquisitions are all
consistent with one of the key elements of our growth strategy, which is to
continue to acquire systems and to increase the percentage we own in some
systems in order to expand our coverage and implement our branded package of
video, voice and Internet/data product offerings in areas adjacent to our
existing systems or in new areas if the acquisition is sufficiently large. By
this strategy we seek to upgrade and improve our current services and to
achieve substantial economies of scale. We are often engaged in discussions or
negotiations regarding the acquisition of businesses and systems, some
potentially significant in relation to our size.
The following are the acquisitions we have made or agreed to make since our
initial public offering in February 1999. Those acquisitions that have not yet
closed are subject to a number of closing conditions, including regulatory
approvals, that may not be satisfied. Some of these acquisitions may not,
therefore, close. See "Business--Operating Companies."
The Netherlands
We have made or agreed to make four acquisitions in The Netherlands, two of
which increase our percentage ownership in existing systems to 100% and two of
which add systems to our network that are contiguous to some of our existing
systems.
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UTH Acquisition. In February 1999, we acquired from NUON the remaining 49%
of UTH that we did not already own for NLG518.1 million. In addition, we
purchased from NUON a NLG33.3 million subordinated loan, including interest,
dated December 23, 1998 owed by UTH to NUON. We paid for the entire purchase
price and loan totaling NLG551.4 million in cash on closing. UTH owns and
operates our systems in The Netherlands. UTH systems passed approximately
919,725 homes and had approximately 874,425 subscribers as of June 30, 1999. We
own 100% of UTH as of February 17, 1999, and began consolidating UTH as of
February 1, 1999. This transaction completed our purchase of 100% of N.V.
TeleKabel Beheer. This transaction, together with the A2000 acquisition,
described below, fully consolidates ownership of our Dutch systems and allows
us to jointly manage their operations.
A2000 Acquisition. In September 1999, we acquired the 50% interest in A2000
that we did not already own for $229.0 million (NLG471.7 million). At closing,
we will consolidate A2000's debt. As of June 30, 1999, A2000 had approximately
NLG500.2 million of debt. A2000 operates systems serving Amsterdam and its
surrounding communities of Landsmeer, Purmerend, Zaanstad, Ouder-Amstel and
Hilversum. A2000 systems passed approximately 580,175 homes and had
approximately 532,275 cable subscribers, 26,050 cable telephone subscribers and
14,400 high-speed Internet subscribers as of June 30, 1999.
GelreVision Acquisition. In June 1999, we acquired 100% of the GelreVision
multi-channel television systems in The Netherlands. The acquisition increased
our homes passed by approximately 145,175 and our subscriber base by
approximately 132,000, based on June 30, 1999 data. We paid NLG233.9 million
for GelreVision. These systems are contiguous to our A2000 and TeleKabel Beheer
operations.
Kabel Haarlem Acquisition. In August 1999, we won a bid to purchase Kabel
Haarlem B.V., the municipality-owned cable television network in Haarlem, for
approximately NLG131.0 million. Kabel Haarlem's system is located near
Amsterdam and is contiguous with our A2000 system. As of June 30, 1999, this
system passed approximately [ ] homes and had approximately 66,000
subscribers. This acquisition is expected to close during the fourth quarter of
1999 or the first quarter of 2000, following the receipt of cable regulatory
authority approval.
France
We have made three acquisitions in France, all of which serve to extend our
footprint in France.
Time Warner Cable France Acquisition. In August 1999, we acquired 100% of
Time Warner Cable France, a company that controls and operates three cable
television systems in the suburbs of Paris and Lyon and in the city of Limoges.
The systems passed approximately 232,325 homes and had approximately 69,425
subscribers as of June 30, 1999. The purchase price was approximately $71.1
million (NLG149.3 million). At closing, we began consolidating Time Warner
Cable France's debt. As of June 30, 1999, Time Warner Cable France had
approximately $49.2 million (NLG100.8 million) of debt. Simultaneously with the
acquisition of Time Warner Cable France, we acquired an additional 47.62% in
one of the operating systems in which Time Warner Cable France had a 49.88%
interest for FFR89.3 million (NLG30.0 million), increasing our ownership to
97.5%
RCF Acquisition. In June 1999, we acquired 95.7% of Reseaux Cables de
France, the fifth largest cable television operation in France, which operates
cable television systems throughout France for FFR172.0 (NLG57.8 million).
These systems passed approximately 202,475 homes and had an aggregate of
approximately 74,275 subscribers as of June 30, 1999. This acquisition is
currently subject to pending arbitration proceedings between the seller and a
third party and our purchase of RCF may be challenged following the conclusion
of this arbitration.
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Videopole Acquisition. In August 1999, we acquired 100% of Videopole, the
fourth largest cable television operation in France. The Videopole systems
passed approximately 358,600 homes and had approximately 141,175 subscribers as
of June 30, 1999. The purchase price of $135.1 million (NLG279.4 million) was
paid with cash of $65.2 million (NLG134.8 million) and 955,376 of our A shares.
The share price was based on a 20-day average stock price through August 2,
1999.
Sweden
Stjarn Acquisition. In July 1999, we acquired StjarnTVnatet AB ("Stjarn").
Stjarn operates cable television systems serving the greater Stockholm area and
leases its fiber optic network which has access to 770,000 homes and 30,000
businesses. Stjarn systems passed approximately 421,600 homes and had
approximately 239,775 subscribers as of June 30, 1999. The purchase price was
approximately $397.0 million (NLG817.8 million), $100.0 million (NLG206.0
million) of which was paid in the form of a one year note with interest at 8%
per year. The balance of the purchase price was paid in cash. The note will
automatically convert into our equity upon the closing of this offering. If no
public equity offering occurs, we will have the option, at maturity of the
note, to pay the note in either cash or our stock. At closing, we began
consolidating Stjarn's debt. As of June 30, 1999, Stjarn had approximately
SEK651.1 million (NLG163.7 million) of debt and SEK30.2 million (NLG7.6
million) of cash and cash equivalents. We have requested the lender's consent
to the acquisition in order to effect the continuation of the Stjarn Credit
Facility, but there can be no assurance as to whether we will receive this
consent.
Central and Eastern Europe
We will significantly expand our footprint in Central and Eastern Europe
through our acquisitions of cable television systems in the Slovak Republic and
Poland and our agreement to acquire other systems in the Czech and Slovak
Republics.
SKT Acquisition. In June 1999, we completed the acquisition of SKT spol. s
r.o., which operates a cable television system in Bratislava, the capital of
the Slovak Republic. The purchase price was $43.25 million (NLG90.7 million).
This system passed approximately 168,250 homes and had approximately 157,675
subscribers as of June 30, 1999. In September 1999, SKT changed its name to UPC
Slovensko s r.o.
@Entertainment Acquisition. In August 1999, we acquired @Entertainment,
which provides cable television, DTH satellite television services and related
programming services in Poland. These systems had approximately 1,669,375 homes
passed, 966,750 cable subscribers and 146,075 DTH subscribers as of June 30,
1999. This acquisition adds a significant number of cable subscribers, valuable
programming and DTH operations to our existing service. The purchase price was
$807.0 million (NLG1,654.4 million). Upon closing, we began consolidating the
cash and debt of @Entertainment, which were $74.3 million (NLG152.3 million)
and $382.5 million (NLG784.2 million), respectively, as of June 30, 1999. As a
result of our acquisition, @Entertainment was required to offer to repurchase a
total of $ million (NLG million) of its outstanding indebtedness. The offer
started on September 5, 1999 and is expected to end on November 2, 1999.
Kabel Plus Acquisition. In June 1999, we agreed to acquire MediaOne's 94.6%
interest in Kabel Plus, which owns and operates cable television systems in the
Czech and Slovak Republics. The systems of Kabel Plus passed approximately
620,000 homes and had an aggregate of approximately 359,000 subscribers as of
June 30, 1999. The purchase price is $150.0 million (NLG319.5 million). At
closing, we will consolidate Kabel Plus' debt. As of June 30, 1999, Kabel Plus
had debt of approximately NLG48.5 million. Approximately NLG 48.5 million of
Kabel Plus' debt as of June 30, 1999 may become due upon closing of the
acquisition unless the lenders consent to the acquisition. The Kabel Plus
acquisition is expected to close in October 1999, following the receipt of the
necessary cable regulatory authority approval and anti-monopoly authority
approval.
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Programming
In February 1999, we completed the acquisition from United of a 33.5%
interest in IPS, a group of programming entities focusing on the Spanish and
Portuguese speaking markets. United received 4,955,264 of our A shares for its
33.5% interest in IPS. In May 1999, we acquired a further 16.5% interest in
IPS from an unaffiliated party for approximately $7.6 million (NLG15.6
million), increasing our ownership to 50%.
In July 1999, we closed the purchase of approximately 4.8% of SBS, which
owns and operates television and radio broadcasting stations across nine
countries in Europe, for cash of approximately $24.3 million (NLG50.1
million). In August 1999, we acquired an additional 8.5% interest in SBS for
$75.9 million (NLG154.8 million), increasing our interest to 13.3%. This
investment will align us with one of the leading European broadcasting
companies with which we intend to jointly develop and purchase new programming
services.
Overview of Our Activities
Services
Our operating systems generally offer a range of video service subscription
packages including a basic tier, which includes 26 to 32 channels, and an
expanded basic tier, which includes 6 to 13 additional channels. In some
systems, we also offer mini-tiers, premium programming, which typically
includes 2 channels, and pay-per-view programming, which includes 5 to 10
channels.
To date, our primary source of revenue has been cable television video
services. For the year ended December 31, 1997, the year ended December 31,
1998 and the six months ended June 30, 1999, video services accounted for
approximately 95.0%, 92.4% and 87.2%, respectively, of our consolidated
revenues. For the same periods, our Internet/data service accounted for about
0.2%, 2.3% and 5.9%, respectively, and our telephone services accounted for
0%, 0.1% and 6.9%, respectively, of our consolidated revenues.
Historically, video service revenue has increased as a result of:
. subscriber growth from both well-established and developing systems,
primarily in our Austrian and Central and Eastern European systems,
. increases in revenue per subscriber from basic rate increases and the
introduction of expanded basic tiers and pay-per-view services, and
. acquisition of systems, primarily in The Netherlands, Norway and
Hungary.
For a discussion of our revenue recognition policies, see note 2 of the
Notes to our Consolidated Financial Statements.
We believe that an increasing percentage of our future revenues will come
from telephone and Internet/data services. Within a decade, video services
could account for half of our total revenue, as our revenue from other
services increases. These are forward-looking statements and will not be
fulfilled unless our new services grow significantly. Capital constraints,
technological limitations, competition, lack of programming, loss of
personnel, adverse regulation and many other factors could prevent our new
services from growing as we expect.
Pricing
We usually charge a one-time installation fee when we connect subscribers,
a monthly subscription fee that depends on whether a basic or expanded basic
tier service is provided and which includes use of
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the set-top box, and incremental amounts for those subscribers purchasing pay-
per-view and premium programming, which are generally offered only to expanded
basic tier subscribers. @Entertainment, the Polish system that we recently
acquired, currently operates by selling a set-top box to each subscriber. In
order to prevent this practice acting as a barrier to entry for subscribers,
effective April 1, 1999, the boxes are sold for less than their unit cost. This
policy will have a significant negative impact on @Entertainment's Adjusted
EBITDA. Prior to April 1, 1999, @Entertainment retained ownership of the
installed set-top boxes. We plan to conform this aspect of @Entertainment's
operations to our general policy of retaining ownership of the installed set-
top boxes and providing them to subscribers for a monthly rental fee.
In our Western European markets, price controls by various local and
national governmental agencies apply to the basic tier services. Expanded basic
tier, pay-per-view and premium programming are subject to EU and national
competition laws generally but are not subject to sector-specific price
controls.
Costs of Operations
Video services operating costs include the direct costs of programming,
franchise fees and operating expenses necessary to provide the service to the
subscriber. Direct costs of programming are primarily variable, based on the
number of subscribers. The cost per subscriber is established by negotiation
between us and the program supplier or rates negotiated by cable associations.
Franchise fees, where applicable, are typically based upon a percentage of
revenue and typically range from a low of 3% to 5% in Belgium to approximately
13.5% in Austria. Other direct operating expenses include operating personnel,
service vehicles, maintenance and plant electricity.
Selling, general and administrative expenses include personnel-related
costs such as stock-based compensation expenses, marketing, sales and
commissions, legal and accounting, office facilities and other overhead costs.
Stock-based compensation expense results from our stock option and phantom
stock option plans, which, prior to our initial public offering in February
1999, required variable plan accounting. Increases in the fair market value of
our shares result in compensation charges that are expensed for vested options.
Decreases in fair market value would result in compensation credits. A
compensation charge is generally a non-cash expense unless the option holder
puts the vested option to us for cash. Following our initial public offering,
we settle the option in shares upon exercise; therefore options issued pursuant
to the stock option plan no longer require variable plan accounting. Our
phantom stock option plans, however, continue to require variable plan
accounting.
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Results of Operations
The following table sets forth summary information derived from our
Consolidated Statements of Operations for the years ended December 31, 1996,
1997 and 1998, and the six months ended June 30, 1998 and 1999 (unaudited). As
a result of United's acquisition of our company and the associated push-down of
United's basis on December 11, 1997, this information is presented on a "post-
acquisition" basis. The operating results from which these percentages have
been derived were restated to include Monor, Tara and IPS for all periods for
which their operations were part of United's consolidated results.
<TABLE>
<CAPTION>
Six Months Ended
Year Ended December 31, June 30,
----------------------------- -------------------
1996 1997 1998 1998 1999
------- -------- -------- -------- --------
(unaudited)
(Dutch guilders, in thousands)
<S> <C> <C> <C> <C> <C>
Service and other
revenue................ 245,179 337,255 408,970 195,270 331,954
Operating expense....... (82,439) (118,508) (138,459) (66,111) (151,090)
Selling, general and
administrative
expense................ (81,176) (119,067) (481,703) (62,374) (265,138)
Depreciation and
amortization........... (79,832) (132,888) (187,646) (94,953) (148,404)
------- -------- -------- -------- --------
Net operating income
(loss)................. 1,732 (33,208) (398,838) (28,168) (232,678)
Interest income......... 2,757 6,512 7,397 2,017 13,520
Interest expense........ (14,263) (41,995) (92,308) (44,343) (60,156)
Interest expense,
related party.......... (24,212) (28,743) (12,047) (3,812) (1,951)
Provision for loss on
investment related
costs.................. -- (18,888) (6,230) -- --
Gain on sale of assets.. -- -- -- -- 14,625
Foreign exchange gain
(loss) and other
expense................ (21,200) (41,063) 2,690 (8,234) (2,595)
------- -------- -------- -------- --------
Net loss before income
taxes and other items.. (55,186) (157,385) (499,336) (82,540) (269,235)
Share in results of
affiliated companies,
net.................... (30,712) (25,458) (63,823) (31,619) (33,168)
Minority interests in
subsidiaries........... (2,208) 152 1,153 1,722 115
Income tax benefit
(expense).............. (509) 1,649 (1,215) 1,114 1,118
------- -------- -------- -------- --------
Net loss................ (88,615) (181,042) (563,221) (111,323) (301,170)
======= ======== ======== ======== ========
Other information:
Adjusted EBITDA......... 81,564 104,498 111,435 67,191 15,912
======= ======== ======== ======== ========
As a Percentage of
Revenue:
Operating expense....... 33.6% 35.1% 33.9% 33.9% 45.5%
Selling, general and
administrative
expense................ 33.1% 35.3% 117.8% 31.9% 79.9%
Depreciation and
amortization........... 32.6% 39.4% 45.9% 48.6% 44.7%
Net operating (loss)
income................. 0.7% (9.8%) (97.5%) (14.4%) (70.1%)
Net loss................ (36.1%) (53.7%) (137.7%) (57.0%) (90.7%)
Adjusted EBITDA......... 33.3% 31.0% 27.2% 34.4% 4.8%
</TABLE>
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Revenue
During the six months ended June 30, 1999, our revenue increased NLG136.7
million to NLG332.0 million from NLG195.3 million for the six months ended June
30, 1998, a 70.0% increase. Of this increase, approximately NLG104.6 million
resulted from increased cable television revenue, NLG22.5 million resulted from
increased telephony revenue and NLG12.7 million resulted from increased
Internet/data revenue. Revenue from programming and other services decreased
NLG3.1 million. The increase in cable television revenue primarily resulted
from the consolidation of UTH effective February 1, 1999. For the period from
February 1, 1999 through June 30, 1999, cable television revenue from UTH
totaled NLG86.8 million, as compared to cable television revenue from CNBH, our
only consolidated Dutch system for the six months ended June 30, 1998, of
NLG26.5 million. We also began consolidation of Telekabel Hungary upon its
formation in July 1998, resulting in cable television revenue for the six
months ended June 30, 1999 of NLG34.9 million. The remaining increase in cable
television revenue came from subscriber growth. The increase in telephony
revenue is primarily a result of the consolidation of UTH, as well as increased
telephony revenue from the launch of telephony services in Austria, France and
Norway in the first half of 1999. The increase in Internet/data revenue is
primarily due to increased revenue from Austria and Belgium due to subscriber
growth, and the launch of Internet/data services in France, The Netherlands and
Norway in the first half of 1999.
During the year ended December 31, 1998, our revenue increased NLG71.7
million to NLG409.0 million from NLG337.3 million for the year ended December
31, 1997, a 21.3% increase. Of this increase approximately NLG57.4 million
resulted from increased cable television revenue, NLG8.7 million resulted from
increased Internet/data revenue and the remainder, NLG5.6 million, resulted
from Tara and other services. The increase in cable television revenue resulted
primarily from the acquisition of Combivisie in January 1998 which was
consolidated through July 31, 1998 and the consolidation of Telekabel Hungary
effective July 1, 1998. Of the NLG57.4 million approximately 21.6% was
attributable to Combivisie and 48.2% was attributable to Telekabel Hungary .
The balance of the increase in cable television revenue came from subscriber
growth and in increased revenue per subscriber in Austria, and increased
revenue from subscriber growth in the systems we are developing in France and
Eastern Europe.
During the year ended December 31, 1997, our revenue increased NLG92.1
million to NLG337.3 million from NLG245.2 million for the year ended December
31, 1996, a 37.6% increase. A substantial portion of this increase was
attributable to the acquisition of Norkabel in October 1996 and the acquisition
of Janco in January 1997, which together amounted to NLG77.0 million. The
remaining increase in revenue was attributable to subscriber growth in the
Austrian systems, increases in subscription fees in some systems and revenues
from developing systems in France, Romania and the Slovak Republic, which were
not included in the 1996 operating results.
Operating Expense
During the six months ended June 30, 1999, our operating expense increased
NLG85.0 million to NLG151.1 million from NLG66.1 million, an increase of
128.6%. Of this increase, approximately NLG32.0 million resulted from increased
cable television operating costs, NLG21.7 million resulted from increased
telephony operating costs, NLG28.7 million resulted from increased
Internet/data operating costs and NLG2.6 million resulted from increased
operating costs for other services. The increase in cable television operating
costs primarily resulted from the consolidation of UTH effective February 1,
1999 and the consolidation of Telekabel Hungary effective July 1, 1998. For the
period from February 1, 1999 through June 30,1999, consolidated cable
television operating expense from UTH totaled NLG20.6 million, as compared to
cable television operating costs of CNBH, UPC's only consolidated Dutch system
for the six months ended June 30, 1998, of NLG5.4 million. Total cable
television operating costs of Telekabel Hungary were NLG11.3 million for the
six months ended June 30, 1999. The balance of the increase in cable television
operating costs relates to subscriber growth. The increase in telephony
operating costs is primarily a result of the consolidation of UTH, as well as
increased telephony operating costs from the launch of telephony services in
Austria, France and Norway in the first half of 1999. The increase in
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Internet/data services operating costs is primarily due to increased operating
costs in Austria and Belgium due to subscriber growth, and the launch of
Internet/data services in France, The Netherlands and Norway in the first half
of 1999. We expect operating expense as a percentage of revenue to increase as
new video, telephone and Internet/data services are introduced.
During the year ended December 31, 1998, our operating expense increased
NLG20.0 million to NLG138.5 million from NLG118.5 million for the year ended
December 31, 1997, a 16.9% increase. Approximately NLG9.9 million of this
increase was attributable to the results of Telekabel Hungary, which were
consolidated effective July 1, 1998. In addition, approximately NLG2.0 million
was attributable to the acquisition of Combivisie. The remaining increase
comprised direct costs related to subscriber growth and increased operating
costs related to the introduction of our Internet/data services. As a
percentage of revenues, operating expense declined from 35.1% for the
comparable period in 1997 to 33.9%. This was due primarily to the lower
operating costs in the Combivisie system and a reduction of operating costs in
Tara. We expect operating expense as a percentage of revenue to increase as new
video, telephone and Internet/data services are introduced.
During the year ended December 31, 1997, our operating expense increased
NLG36.1 million to NLG118.5 million from NLG82.4 million the previous year, a
43.8% increase. Most of this increase was attributable to the acquisition of
Norkabel in October 1996 and of Janco in January 1997, which together amounted
to NLG27.5 million, the consolidation of Tara amounting to NLG6.6 million, as
well as the inclusion of operating expenses related to developing systems in
France, Romania and the Slovak Republic that were not included in the 1996
operating results. In addition, operating expenses during 1997 included
expenses related to the introduction of expanded basic tier programming in
Austria, Belgium and The Netherlands and Internet/data services in Austria and
Belgium.
Selling, General and Administrative Expense
During the six months ended June 30, 1999, our selling, general and
administrative expense increased NLG202.7 million to NLG265.1 million from
NLG62.4 million, an increase of 324.8%. A substantial portion of this increase,
and the increase as a percentage of revenue, results from a stock-based
compensation charge of NLG100.2 million attributable to our stock option plans
for the six months ended June 30, 1999, compared to NLG0.4 million for the six
months ended June 30, 1998. Of the remaining increase in selling, general and
administrative expense, NLG30.1 million is an increase in cable television
selling, general and administrative expense, NLG27.7 million is an increase in
telephone selling, general and administrative expense, NLG29.9 million is an
increase in Internet/data selling, general and administrative expense
(excluding NLG1.5 million for the chello option plan) and NLG14.9 million is an
increase in corporate and other selling, general and administrative costs. The
increase in cable television selling, general and administrative costs is
primarily attributable to the consolidation of UTH effective February 1, 1999
and the consolidation of Telekabel Hungary as of July 1, 1998. For the period
from February 1, 1999 through June 30, 1999, consolidated cable television
selling, general and administrative costs from UTH totaled NLG20.1 million, as
compared to cable television selling, general and administrative costs from
CNBH, UPC's only consolidated Dutch system for the six months ended June 30,
1998, of NLG4.0 million. Total cable television selling, general and
administrative costs of Telekabel Hungary were NLG10.8 million for the six
months ended June 30, 1999. The balance of the increase in cable television
selling, general and administrative expenses relates to subscriber growth. The
increase in telephony selling, general and administrative costs is primarily a
result of the consolidation of UTH, as well as increased development and the
launch of telephony services in Austria, France and Norway in the first half of
1999. The increase in Internet/data services selling, general and
administrative costs is also primarily attributable to the further development
and launch preparation costs. We expect selling, general and administrative
costs as a percentage of revenue to decrease in the future as the new video,
telephone and Internet/data services mature.
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During the year ended December 31, 1998, our selling, general and
administrative expense increased NLG362.6 million to NLG481.7 million from
NLG119.1 million for the year ended December 31, 1997, a 304.5% increase. A
substantial portion of this increase and the increase as a percentage of net
revenue resulted from a stock-based compensation charge of NLG322.6 million
attributable to our stock option plans for the year ended December 31, 1998. In
addition, we incurred NLG15.9 million in general and administrative expenses
attributable to the formation and start up of chello broadband. A portion of
this increase was also attributable to the acquisition of Combivisie and the
acquisition of Telekabel Hungary, with the remaining increase comprising
additional selling, general and administrative expenses related to the
development of new businesses, including further development of Internet/data
services and preparation for the launch of telephone services in The
Netherlands, Norway and France. We expect selling, general and administrative
expense, excluding stock-based compensation expense, as a percentage of revenue
to continue to increase as new video, telephone and Internet/data services are
introduced. In the future, stock-based compensation expense will be recognized
only for our phantom stock option plans which continues to require variable
plan accounting. Therefore, we expect this expense as a percentage of selling,
general and administrative expense to decrease.
During the year ended December 31, 1997, our selling, general and
administrative expense increased NLG37.9 million to NLG119.1 million from
NLG81.2 million for the prior year, a 46.7% increase. A substantial portion of
this increase was attributable to the acquisition of Norkabel in October 1996
and of Janco in January 1997, which together amounted to an increase in
selling, general and administrative expense of NLG19.1 million, as well as the
inclusion of expenses related to the consolidation of Tara and developing
systems in France, Romania and the Slovak Republic that were not included in
1996. Selling, general and administrative expense during the year ended
December 31, 1997, also included expenses related to the introduction of
expanded basic tier programming in Austria, Belgium and The Netherlands and
Internet/data services in Austria and Belgium, as well as a stock-based
compensation charge of NLG4.8 million.
Our allowance for doubtful accounts as a percentage of trade receivables
for the years ended December 31, 1996, 1997 and 1998 was 37.9%, 40.6% and
41.6%, respectively. This high allowance as a percentage of trade receivables
results primarily from our billing process, whereby subscribers receive and
generally pay their invoice before the service period begins. Therefore, most
of our outstanding receivables generally represent overdue accounts requiring
consideration for an allowance. Our receivable balance is generally less than
one half of a month of our revenue.
Depreciation and Amortization
During the six months ended June 30, 1999, our depreciation and
amortization expense increased NLG53.4 million to NLG148.4 million from NLG95.0
million for the six months ended June 30, 1998, a 56.2% increase. The increase
is primarily due to additional depreciation and amortization from the
consolidation of UTH effective February 1, 1999 and the consolidation of
Telekabel Hungary effective July 1, 1998. The remaining increase comprised
additional depreciation related to additional capital expenditures to upgrade
the network in our Western European systems and new-build for developing
systems.
During the year ended December 31, 1998, our depreciation and amortization
expense increased NLG54.8 million to NLG187.7 million from NLG132.9 million for
the year ended December 31, 1997, a 41.2% increase. NLG26.3 million of this
increase and much of the increase as a percentage of our net revenue was
attributable to the application of push-down accounting, including goodwill
created in connection with the acquisition of UPC. The remaining increase
comprised additional depreciation related to the acquisition of Combivisie and
acquisition of Telekabel Hungary, additional capital expenditures to upgrade
the network in our Western European systems and new-build for developing
systems.
During the year ended December 31, 1997, our depreciation and amortization
expense increased NLG53.1 million to NLG132.9 million from NLG79.8 million in
1996, a 66.5% increase. The majority of the
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increase was directly attributable to the acquisition of Norkabel in October
1996 and of Janco in January 1997, which together amounted to NLG45.4 million.
The remaining increase comprised additional depreciation from capital
expenditures to upgrade the network in our primary systems and new-build for
developing systems.
On January 25, 1999 we entered into a letter of intent with Microsoft
providing for the establishment of a technical services relationship. In
connection with this letter of intent, we have agreed to grant Microsoft
warrants to purchase up to 3,800,000 A shares or ADSs representing such shares
at Microsoft's option, at an exercise price of $28.00 per A share or ADS. Half
of these warrants are expected to be formally issued in the second half of
1999. These warrants will be exercisable after one year from issuance for a
period of three years. The other half of the warrants will be issued upon the
signing of the first definitive agreement. This half of the warrants will vest
and become exercisable based on performance criteria to be established in the
definitive agreements, although they also will not be exercisable until at
least one year after the date of the closing of our initial public offering.
The first half of the warrants are for the right to negotiate to license
technology from Microsoft under definitive agreements to be negotiated in the
future. Concurrent with our initial public offering, we recorded as contract
acquisition rights approximately NLG64.4 million associated with the first half
of the warrants. Such costs will be amortized on a straight-line basis over the
expected contract life, which is yet to be determined. The accounting for the
cost associated with the second half of the warrants will depend upon the
ultimate nature of the performance criteria giving rise to the earn-out of
these warrants. These warrants will be recorded as such at fair value when it
is probable the performance criteria will be met, in accordance with EITF Issue
No. 96-18.
Operating Income (Loss); Adjusted EBITDA
During the six months ended June 30, 1999, operating loss increased
NLG204.5 million to NLG232.7 million from NLG28.2 million, a 725.2% increase.
Approximately 48.8% of this increase resulted from the stock-based compensation
charge of NLG100.2 million related to our stock option plans for the six months
ended June 30,1999. A substantial portion of the remaining increase in net
operating loss is due to the focus on the continued development of our
telephone and Internet/data services. Adjusted EBITDA for the six months ended
June 30, 1999 decreased NLG51.3 million to NLG15.9 million, a 76.3% decrease.
Substantially all of this decrease in Adjusted EBITDA can be attributed to the
increased negative EBITDA related to development of our telephone,
Internet/data and programming services.
During the year ended December 31, 1998, operating loss increased NLG365.6
million to NLG398.8 million from NLG33.2 million, a 1,101.2% increase.
Approximately 88.2% of this increase resulted from the stock-based compensation
charge of NLG322.6 million related to our stock option plans. A substantial
portion of the remaining increase resulted from new depreciation and
amortization expense from the acquisition of UPC, the acquisition of Combivisie
and the acquisition of Telekabel Hungary. Adjusted EBITDA increased NLG6.9
million to NLG111.4 million from NLG104.5 million, a 6.6% increase. As a
percentage of revenue, Adjusted EBITDA decreased to 27.2% from 31.0%, a 12.3%
decrease. The decrease in Adjusted EBITDA was primarily attributable to NLG15.9
million in costs attributable to the formation and start up of chello broadband
in addition to additional expenses related to the further development of
Internet/data services and the preparation for launch of telephone services.
During the year ended December 31, 1997, operating loss increased to
NLG33.2 million from operating income of NLG1.7 million for the year ended
December 31, 1996. This increase was primarily related to depreciation and
amortization expense and the consolidation of Tara. Adjusted EBITDA increased
NLG22.9 million to NLG104.5 million from NLG81.6 million, a 28.1% increase.
During the year ended December 31, 1997, Adjusted EBITDA as a percentage of
revenue dropped from 33.3% in 1996 to 31.0%, a decrease of about 6.9%. This
decrease was primarily related to negative Adjusted EBITDA from developing
systems in France and the Slovak Republic and the consolidation of Tara.
53
<PAGE>
We believe the introduction of telephone services and Internet/data
services will have a significant negative impact on operating income (loss) and
Adjusted EBITDA during 1999. Thereafter, this negative impact is expected to
decline. We intend for our new businesses to be Adjusted EBITDA positive after
two to three years following introduction of service, but there can be no
assurance that this will occur. The financial effect of the development of our
video programming businesses and the construction of our digital distribution
platform will depend upon our ability to find joint venture partners for these
new investments. If we are unable to find joint venture partners for these new
investments, we will be required to consolidate all of the losses of these new
investments.
Interest Expense
During the six months ended June 30, 1999, interest expense increased
NLG13.9 million to NLG62.1 million from NLG48.2 million during the same period
in 1998, a 28.8% increase. This increase was due primarily to increases in
interest cost related to the DIC Loan, consolidation of the NUON Facility and
the acquisition of Telekabel Hungary in June 1998. See "--Liquidity and Capital
Resources."
During the year ended December 31, 1998, interest expense increased NLG33.7
million to NLG104.4 million from NLG70.7 million during the same period in
1997, a 47.7% increase. This increase was due primarily to increases in
indebtedness related to the UPC Acquisition in December 1997, the acquisition
of Combivisie in January 1998 and the acquisition of Telekabel Hungary in June
1998. See "--Liquidity and Capital Resources."
During the year ended December 31, 1997, interest expense increased NLG32.2
million to NLG70.7 million from NLG38.5 million during the same period in 1996,
an 83.6% increase. This increase was due primarily to additional indebtedness
incurred for the acquisition of Norkabel in October 1996 and, to a lesser
extent, indebtedness incurred to fund developing systems, corporate overhead
and the acquisition of UPC. See "--Liquidity and Capital Resources."
Provision for Loss on Investment Related Costs
The provision for loss on investment-related costs totaled NLG18.9 million,
NLG6.2 million and NLG0 million for the years ended December 31, 1997 and 1998,
and the six months ended June 30, 1999, respectively. During 1998, Tara wrote-
off its deferred development costs. During 1997, we made a strategic decision
to sell our interest in our Portuguese system due to competitive pressures
beyond our control. After receiving several offers for the sale of our
Portuguese system substantially less than the carrying value of our investment,
we recorded a permanent impairment on the investment. The system was
subsequently sold in January 1998.
Foreign Exchange Gain (Loss) and Other Expense
Foreign exchange gain (loss) and other expense reflected a loss of NLG2.6
million for the six months ended June 30, 1999 as compared to a loss of NLG8.2
million for the same period in 1998. The foreign exchange loss during the six
months ended June 30, 1999 was due primarily to a decrease in the value of the
Dutch guilder in relation to the U.S. dollar as compared to December 31, 1998
which was partially offset by an increase in the value of the Dutch guilder to
the Norwegian Kroner in the second quarter of 1999 as compared to December 31,
1998. Subsequent to December 31, 1998, we repaid a significant portion of our
remaining U.S. dollar-denominated indebtedness with proceeds from our initial
public offering. Foreign exchange gain (loss) and other expense reflected a
gain of NLG2.7 million for year ended December 31, 1998 as compared to a loss
of NLG41.1 million for the same period in 1997. The foreign exchange gain
during 1998 was due primarily to a more stable Dutch guilder in relation to the
U.S. dollar during 1998 as compared to 1997.
Foreign exchange loss and other expense increased NLG19.9 million to a loss
of NLG41.1 million for the year ended December 31, 1997 from a loss of NLG21.2
million for the previous year. This increase in foreign exchange loss was due
primarily to the weakening of the Dutch guilder in relation to the U.S. dollar
and its related impact on our U.S. dollar-denominated indebtedness, primarily
pay-in-kind convertible notes owed to Philips.
54
<PAGE>
Share in Results of Affiliated Companies, Net
The table below sets forth our share in results of affiliated companies for
the applicable periods. It shows the consolidation, following our July 1, 1998
acquisition, of our Hungarian cable television holding company, although our
Hungarian programming business continues to be accounted for using the equity
method.
<TABLE>
<CAPTION>
For the Six Months
Year Ended December 31 Ended June 30,
------------------------- --------------------
1996 1997 1998 1998 1999
------- ------- ------- --------- ---------
(unaudited)
(Dutch guilders, in thousands)
<S> <C> <C> <C> <C> <C>
A2000........................ (19,965) (25,458) (26,631) (23,182) (26,078)
UTH.......................... -- -- (22,780) -- (5,407)
Hungary (Kabelkom,
programming and cable
television)................. (262) 4,431 (7,970) (5,719) (219)
UII Partnership (Israel,
Ireland and Malta).......... 1,896 10,589 (666) 861 --
Tevel(1)..................... -- -- -- -- (3,557)
Melita(1).................... -- -- -- -- (348)
Monor........................ (4,475) (9,633) (4,381) (2,122) 1,793
IPS.......................... (8,426) (5,188) (337) (444) 395
Other(2)..................... 520 (199) (1,058) (1,013) 253
------- ------- ------- --------- ---------
Total........................ (30,712) (25,458) (63,823) (31,619) (33,168)
======= ======= ======= ========= =========
</TABLE>
- --------------------
(1) Historically, we held our interests in Israel, Ireland and Malta in UII, a
general partnership. In November 1998, we acquired our partner's interest
in Tevel and Melita and sold our interest in PHL.
(2) "Other" shows in 1996 our share in results from Spain, France and Germany,
in 1997, 1998 and 1999, our share in results from TV Max and a Czech and
Slovak Republic programming business.
For the six months ended June 30, 1999, our share in net losses of
affiliated companies increased to NLG33.2 million from NLG31.6 million for the
six months ended June 30, 1998, a 5.1% increase. The increase was primarily due
to increased losses from our 51% investment in UTH, accounted for as an equity
investment until February 1, 1999 when we acquired the remaining 49% and began
consolidating the investment. We also had increased losses from A2000, Tevel
and Xtra Music for the six months ended June 30, 1999. These losses were
partially offset by the sale of our Hungarian programming and cable television
investment in the first quarter of 1999, as well as a decrease in losses from
Monor and other investments for the six months ended June 30, 1999 as compared
to the same period in 1998.
For the year ended December 31, 1998, our share in net losses of affiliated
companies increased to NLG63.8 million from NLG25.5 million for the year ended
December 31, 1997, a 150.2% increase. A substantial portion of the increase in
share in net losses was attributable to additional amortization of goodwill of
A2000, Kabelkom, our Hungarian cable television holding company, and the
partnership through which we held our interests in the Israeli, Irish and
Maltese operating companies, in each case related to the new basis of
accounting established in the step acquisition of us by United. A2000 also had
increased losses as it began to introduce telephone services during this
period. The share in net losses of Kabelkom for the year ended December 31,
1998 as compared to the net income over the comparable period in 1997 was
related to the introduction of a new programming channel, increased programming
fees, a loss of HBO subscribers due to the introduction of two additional
commercial channels by competitors, and additional overhead costs. Effective
July 1, 1998, we consolidated results from our Hungarian cable television
businesses and no longer accounted for them in share of results of affiliated
companies. The loss in the UII Partnership resulted from additional
amortization as discussed above, in
55
<PAGE>
addition to losses incurred by Tevel during the last quarter of the year of
which our share increased from 23.3% to 46.6%. These losses resulted from
goodwill amortization and financing expense related to Tevel's acquisition of
Gvanim Cable Television Ltd.
For the year ended December 31, 1997, our share in net losses of affiliated
companies decreased to NLG25.5 million from NLG30.7 million for the previous
year, a 16.9% decrease, primarily as a result of improved earnings from the
partnership holding the Israeli, Irish and Maltese systems, offset by increased
losses from Monor.
Statements of Cash Flows
We had cash and cash equivalents of NLG446.1 million as of June 30, 1999,
an increase of NLG416.5 million from NLG29.6 million as of December 31, 1998.
We had cash and cash equivalents of NLG29.6 million as of December 31, 1998, a
decrease of NLG70.5 million from NLG100.1 million as of December 31, 1997. Cash
and cash equivalents as of December 31, 1997 represented an increase of NLG56.5
million from NLG43.6 million as of December 31, 1996.
<TABLE>
<CAPTION>
For the Six Months
Year Ended December 31, Ended June 30,
---------------------------- --------------------
1996 1997 1998 1998 1999
-------- -------- -------- -------- ----------
(unaudited)
(Dutch guilders, in thousands)
<S> <C> <C> <C> <C> <C>
Cash flows from operating
activities............... 42,530 132,433 73,000 50,713 (61,787)
Cash flows from investing
activities............... (6,394) (402,340) (613,347) (279,526) (1,215,716)
Cash flows from financing
activities............... (116,756) 326,482 471,913 191,747 1,693,697
Effect of exchange rates
on cash.................. 366 (72) (2,139) (910) 319
Net increase (decrease) in
cash and cash
equivalents.............. (80,254) 56,503 (70,573) (37,976) 416,513
Cash and cash equivalents
at beginning of period... 123,895 43,641 100,144 100,144 29,571
-------- -------- -------- -------- ----------
Cash and cash equivalents
at end of period......... 43,641 100,144 29,571 62,168 446,084
======== ======== ======== ======== ==========
</TABLE>
Cash Flows from Operating Activities
During the six months ended June 30, 1999, net cash flow from operating
activities decreased NLG112.5 million to NLG(61.8) million from NLG50.7 million
for the comparable period in 1998, a 221.9% decrease. This decrease was
primarily related to increased cash needs for working capital, start-up costs
for Internet/data and telephony and the consolidation of UTH as of February 1,
1999.
During the year ended December 31, 1998, net cash flow from operating
activities decreased NLG59.4 million to NLG73.0 million from NLG132.4 million
for the comparable period in 1997, a 44.9% decrease. This decrease was
primarily related to increased cash needs for working capital.
Net cash flow from operating activities totaled NLG132.4 million for the
year ended December 31, 1997, as compared to NLG42.5 million for the year ended
December 31, 1996, an increase of NLG89.9 million. This increase was primarily
related to cash generated from working capital including increased current
liabilities and a reduction of accounts receivable.
Cash Flows from Investing Activities
We used approximately NLG1,215.7 million of cash in investing activities
during the six months ended June 30, 1999, compared to NLG279.5 million for the
six months ended June 30, 1998. During the six months ended June 30, 1999, cash
was used principally for the acquisitions of
. UTH, which represented NLG491.5 million, net of cash acquired,
. GelreVision, which represented NLG233.6 million, net of cash acquired,
56
<PAGE>
. UPC Slovensko, which represented NLG 88.2 million, net of cash acquired,
and
. RCF, which represented NLG57.8 million, net of cash acquired.
Capital expenditures for property, plant and equipment, including other
tangible assets such as system upgrade and new-build activities, represented
NLG315.4 million. During the six months ended June 30, 1999, we had a net
decrease in restricted cash from NLG19.6 million from the release of NLG30.3
million of restricted cash upon pay-off of the bridge bank facility and the
deposit of NLG10.7 million for the acquisiton of Videopole. During this period
we made a net investment in affiliates of NLG51.0 million and received proceeds
from the sale of our Hungarian programming assets of NLG36.7 million. We also
made an investment in bonds of NLG34.5 million.
We used approximately NLG613.3 million of cash in investing activities during
the year ended December 31, 1998, compared to NLG402.3 million for the year
ended December 31, 1997. During the year ended December 31, 1998, cash was used
principally for new acquisitions including the acquisitions of Combivisie and
Kabelkom, which together represented NLG200.2 million, including goodwill
related to the acquisitions, and for capital expenditures for property, plant
and equipment, including other tangible assets such as system upgrade and new-
build activities, which represented NLG281.7 million. Also during 1998, we
acquired an additional 23.3% and 25% interest in Tevel and Melita,
respectively, for approximately NLG170.1 million, acquired the remaining
minority interest in UPC Norge and sold our investment in PHL. Both the
acquisition of the minority interest in UPC Norge, through the release of
escrowed funds, and the sale of PHL provided funds to us which offset our other
investing activities. During the year ended December 31, 1997, cash was used
for new acquisitions, primarily UPC Norge for NLG85.1 million, an additional
cash-funded letter of credit of NLG47.0 million to acquire the remaining
interest in UPC Norge, and capital expenditures including upgrade and new-build
activities totaling NLG145.6 million.
We used approximately NLG402.3 million of cash in investing activities during
the year ended December 31, 1997, compared to NLG6.4 million for the year ended
December 31, 1996. During the year ended December 31, 1997, cash was used
principally for (1) the acquisition of Janco and other acquisitions, which
represented NLG127.9 million including goodwill related to the acquisitions,
(2) a cash-funded letter of credit to purchase the remaining interest in UPC
Norge, which represented NLG47.0 million, (3) the continuation of our upgrade
and new-build construction program, which represented NLG145.6 million of
capital expenditures and also including goodwill and other intangible assets,
and (4) the purchase of United stock, which represented NLG66.8 million. In
contrast, during the year ended December 31, 1996 cash was used principally for
purchases of property, plant and equipment, goodwill and other intangible
assets, which represented NLG106.6 million, for the continuation of our upgrade
and new-build construction and for acquisitions, which represented NLG46.5
million and was primarily as a result of our acquisition of our partner's
interest in the partnership that held the Norwegian, Swedish and Hungarian
cable television systems. These investing activities were offset by repayments
from A2000 and its subsidiaries of NLG146.7 million after these companies
obtained long-term financing.
Cash Flows from Financing Activities
We had NLG1,693.7 million of cash flows from financing activities during the
six months ended June 30, 1999, as compared to NLG191.7 million for the six
months ended June 30, 1998. Principal sources of cash include net proceeds from
our initial public offering of NLG2,660.1 million. Additional sources of cash
were from short-term borrowings of NLG15.4 million and long-term borrowings of
NLG682.3 million, which includes borrowings on the New Telekabel facility of
NLG539.9 million, borrowings under the senior credit facility of NLG110.0
million, borrowings under the Mediareseaux facility of NLG29.2 million and
other borrowings of NLG3.2 million. Concurrent with the public offering DIC
exercised its option to acquire shares for proceeds of NLG89.6 million, which
we used to pay $45.0 million (NLG87.8 million) of the DIC Loan. We used
proceeds from the public offering to pay NLG620.0 million of the senior
revolving credit facility, NLG110.0 million of the bridge bank facility and the
note payable to United of NLG157.4 million. An additional NLG191.0 million of
the senior revolving credit facility was paid
57
<PAGE>
by Telekabel Wien. As part of the acquisition of UTH, we also paid a loan to
NUON of NLG33.0 million. In March, UTH paid off its existing credit facility of
NLG620.0 million with a new facility, plus funding from UPC. We paid down other
loans of NLG78.5 million, including NLG41.7 million for the Telekabel Hungary
facility. We used proceeds from the sale of our programming assets in Hungary
to pay the Time Warner note totaling NLG36.4 million.
During the six months ended June 30, 1998 our primary source of cash was
borrowings from United of NLG129.9 million and from our senior revolving credit
facility and CNBH's major facility of NLG270.9. We repaid long and short-term
borrowings from our bridge bank facility and KTE facility of NLG206.0 million
and incurred financing costs of NLG3.0 million.
We had NLG471.9 million of cash flows from financing activities during the
year ended December 31, 1998, as compared to NLG326.5 million for the year
ended December 31, 1997. Principal sources of cash during that period included
gross proceeds from long-term debt, which represented NLG529.6 million,
including additional borrowings from our senior revolving credit facility and
CNBH's major facility, a loan from our primary partners in the Israeli
operating system of $90 million (NLG170.1 million) and borrowings from United,
which represented NLG176.1 million. We repaid long-term and short-term
borrowings of approximately NLG252.6 million during the same period, including
NLG131.1 million of our bridge bank facility and NLG65.0 million under a KTE
bank facility.
Cash flows from financing activities during the year ended December 31,
1997 were NLG326.5 million, as compared to negative cash flow from financing
activities of NLG116.8 million for the year ended December 31, 1996. Principal
sources of cash from financing activities during that period included gross
proceeds of NLG1,402.1 million from short-term and long-term debt including
NLG883.9 million under our senior revolving credit facility, NLG252.5 million
under our bridge bank facility, bank loans and other obligations of NLG65.0
million in The Netherlands and other obligations primarily related to the
acquisition of Janco and the refinancing of Norkabel, which represented
NLG200.7 million. During the same period, we repaid approximately NLG587.9
million of short-term borrowings, including Dutch credit facilities of NLG384.7
million, short-term debt assumed in the acquisition of Norkabel of NLG138.4
million, other short-term credit arrangements of NLG22.1 million and other
long-term debt of NLG24.8 million. In December 1997, we also repaid NLG170.4
million of the pay-in-kind convertible notes and purchased NLG292.6 million of
A shares from Philips as part of the acquisition of UPC.
Cash flows from financing activities during the year ended December 31,
1996 were negative NLG116.8 million. Financing activities during the year ended
December 31, 1996 included raising gross proceeds of NLG326.1 million from
short-term and long-term loans and repayment of long-and short-term facilities
of NLG440.4 million.
Liquidity and Capital Resources
Historically, we have financed our operations and acquisitions primarily
from:
.cash contributed by United upon our formation,
.debt financed at the UPC corporate level and project debt financed at the
operating company level,
.equity raised in our initial public offering,
.debt raised in our recent offering of senior notes, and
.operating cash flow.
We have both well-established and developing systems. In general, we have
used the cash contributed by United upon formation and debt financed at the UPC
corporate level to fund acquisitions, developing systems and corporate
overhead. We have financed our well-established systems and, when possible, our
developing systems, with project debt and operating cash flow. Also, well-
established systems generally have stable positive cash flows that, to the
extent permitted by applicable credit facilities, may be used to fund other
operations. Developing systems are at various stages of construction and
development and generally depend on us for some of the funding for their
operating needs until project financing can be secured.
58
<PAGE>
Debt Facilities
We, our consolidated subsidiaries and our unconsolidated affiliates had the
following principal long-term and short-term debt facilities outstanding as of
June 30, 1999, as well as the senior notes we recently sold. Debt denominated
in currencies other than Dutch guilders has been translated to Dutch guilders
for the last column.
<TABLE>
<CAPTION>
Facility Size Outstanding
Final or Principal At June 30,
Description (Borrower) Maturity Interest Rate Amount 1999
---------------------- ---------- ------------------------ --------------- -----------
(in millions)
<S> <C> <C> <C> <C>
UPC and Consolidated
Subsidiaries:
Long-Term Debt
Senior notes 2009 EURIBOR + 4.15% (Euro)377.4 --
2009 8.54% through 8/1/04; (Euro)377.4 --
thereafter EURIBOR +
4.15%
2009 10 7/8% (Euro)300.0 --
Senior discount notes 2009 12 1/2% $735.0 --
(upon maturity)
Senior Credit Facility 2006 EU LIBOR, LIBOR + 0.75% (Euro)1,000.0 NLG458.0
(UPC, Telekabel Wien to 2.0% per annum
and UPC Norge)
TeleKabel Facility (The 2007 EU LIBOR + 0.75% to 2.0% (Euro)340.0 NLG539.9
Netherlands) per annum
CNBH Facility 2008 AIBOR + 0.60% to 1.6% NLG274.0 NLG239.5
per annum
Mediareseaux Facility 2007 FFR LIBOR + 0.75% to 2.0% FFR 680.0 NLG69.5
RCF Credit Facility Dec 2005 PIBOR + 1.5% FFR 252.4 NLG81.4
DIC Loan (UPC) 2000 8.0% per annum + 6.0% of $45.0 NLG95.9
principal amount at
maturity
United Loan (UPC) March 2001 10.75% per annum $100.0 NLG13.9
New Acquisition Debt
Short-Term Debt
Stjarn Revolving Credit March 2000 NBU + 0.60% SEK150.0 NLG27.4
Facility
Long-Term Debt
A2000 Group Facilities 2005-2006 AIBOR + 0.7/0.75% or a NLG510.0 NLG500.2
fixed rate advance +
0.7/0.75%
@Entertainment:
PCI Discount Notes 2003 9 7/8% per annum $130.0 NLG265.8
1998 Senior Discount 2008 14.5% per annum $125.1 NLG276.9
Notes
1999 Series B Senior 2009 14.5% per annum $100.0 NLG202.7
Discount Notes
1999 Series C Senior 2008 7% per annum $9.8 NLG21.8
Discount Notes
Time Warner Cable France June 2002 LIBOR + 1% FFR 680.0 NLG100.8
Credit Facility
Kabel Plus Facility 2000 PRIBOR CZK1,345.4 NLG48.5
Stjarn Credit Facility A Oct 2004 STIBOR + 1.25% SEK371.0 NLG83.0
Unconsolidated
Affiliates:
Tevel Facilities 2007- 2010 Fixed rate ranging from $250.0 NLG493.2
5.5%-6.0%
Melita Facility 2007 7.44%-7.93% Lm14.0 NLG48.9
Monor Facility 2006 LIBOR + 1.5% $50.0 NLG71.8
</TABLE>
59
<PAGE>
Senior Revolving Credit Facility. We and certain of our subsidiaries were
parties to a NLG1.1 billion revolving credit facility. We repaid this facility
in full in July 1999 with the initial drawdown on the Senior Credit Facility
described below.
Senior Credit Facility. On July 27, 1999, a newly formed subsidiary, UPC
Facility B.V., Telekabel Wien and UPC Norge and Bank of America International
Limited, CIBC World Markets plc, Citibank N.A., MeesPierson N.V., Paribas, The
Royal Bank of Scotland plc, Toronto Dominion Bank Europe Limited, and The
Toronto-Dominion Bank, as Facility Agent and Security Agent, executed a Loan
and Note Issuance Agreement for a (Euro)1.0 billion (NLG2.2 billion)
multicurrency senior secured credit facility (the "Senior Credit Facility").
Until the earlier of October 31, 1999 and the completion of the syndication of
the Senior Credit Facility, availability under the Senior Credit Facility is
limited to (Euro)500.0 million and such amount may not be used to finance any
acquisitions.
The Senior Credit Facility matures on July 27, 2006 and is comprised of two
tranches. The (Euro)750.0 million Tranche A is a senior secured reducing
revolving credit facility. Tranche B is a (Euro)250.0 million term loan credit
facility. The Senior Credit Facility bears interest at the Euro Interbank
Offered Rate (for borrowings in euro) and at the London Interbank Offered Rate
(for all other borrowings) plus a margin of between 0.75% and 2.0% (which shall
be at least 1.5% for the first six months following closing) plus an additional
cost of funding calculation. In addition to repaying our senior revolving
credit facility, proceeds from the Senior Credit Facility are to be used to
fund acquisitions, repay certain intercompany debts, pay interest on funds
downstreamed from the proceeds of high yield issues, general corporate
purposes, capital expenditures, pay amounts due under the Senior Credit
Facility and other permitted distributions. Borrowings under the Senior Credit
Facility are limited by financial ratio tests. The Senior Credit Facility
contains provisions that require its immediate prepayment at the option of the
lenders if we cease to own more than 50% of, or lose our ability to exercise
control over, UPC Facility B.V. Immediate prepayment is also required, unless
waived by the banks to whom 66 2/3% of the outstanding principal is owing, or,
if no principal amounts are outstanding, banks whose aggregate principal
committments exceed 66 2/3% of the total principal available, if United ceases
to own more than 50% and loses its ability to control us. In addition, the
Senior Credit Facility limits UPC Facility B.V.'s and its subsidiaries'
acquisitions funded by loan proceeds to (Euro)400.0 million over the life of
the Senior Credit Facility, with a further limitation on Eastern European new
acquisitions to businesses or entities having no more than 150,000 cable
subscribers (excluding certain acquisitions announced before signing the
facility). Furthermore, the Senior Credit Facility contains certain financial
covenants and restrictions on UPC Facility B.V. and most of its subsidiaries'
ability to incur indebtedness, dispose of assets, merge and enter into
affiliate transactions. Net proceeds of certain disposals (including sales by
us of less than 50% of our current interest in UPC Facility B.V.) are required
to be used to prepay the facility. Among other things, the facility would
prohibit dividends and other payments to us (other than certain management fees
and the repayment of specified intercompany indebtedness in an aggregate
principal amount not to exceed $250.0 million, if such repayment does not
result in a breach of any covenants), unless UPC Facility B.V. has received an
equivalent distribution from certain of its subsidiaries. In addition, the
Senior Credit Facility permits UPC Facility B.V. to upstream payments to us
after April 1, 2002 for the purpose of servicing interest on our senior notes
(in addition to the $250.0 million noted above) only if UPC Facility B.V.'s
ratio of Senior Debt to ANOCF (Annualised Net Operating Cash Flow) is less than
or equal to 4.5:1.0. The Senior Credit Facility contains customary events of
default, including a material adverse change default.
This facility is secured by, among other things, pledges of the shares of
UPC Facility B.V., UPC Norge, TVD, Cable Network Austria Holding ("CNAH"),
Stipdon and Telekabel Hungary. UPC Facility B.V., TVD, CNAH, Stipdon and
Telekabel Hungary are guarantors under the facility. The collateral and
guarantees under this facility also secure our liability under any currency
and/or interest rate hedging arrangements entered into in connection with the
senior notes and senior discount notes, although only (Euro)100.0 million of
the indebtedness represented by such arrangements is pari passu with the
indebtedness under the Senior Credit Facility. This facility limits the amount
of yearly management fees that can be paid
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to us, in addition to management, consultancy and similar fees paid on bona
fide arm's length terms in the ordinary course of business to affiliates, to
(Euro)5.0 million.
TeleKabel Facility (The Netherlands). In March 1999, TeleKabel Beheer
replaced their existing NLG690.0 million facility with a senior facility and
additional shareholder loans. The senior facility consists of a (Euro)340.0
million (NLG750.0 million) revolving facility to N.V. TeleKabel that will
convert to a term facility on December 31, 2001. (Euro)5.0 million of this
facility is in the form of an overdraft facility that is available until
December 31, 2007. This facility was used, among other things, to repay a
portion of the UTH facility and for capital expenditures. The facility bears
interest at the Euro Interbank Offered Rate plus a margin between 0.75% and
2.00% based on leverage multiples tied to N.V. TeleKabel's net operating income
plus an additional cost of funding calculator. The new facility is secured,
among other things, by a pledge over the shares in N.V. TeleKabel and by
pledges over shares in its subsidiaries as well as asset pledges. The facility
restricts N.V. TeleKabel's ability to incur additional debt. This facility
generally restricts the payment of dividends and distributions, unless, among
other things, we achieve certain financial ratios. This facility also restricts
the amount of management fees that can be paid to us. The facility is
immediately due and payable if TeleKabel Beheer ceases to own 100% of N.V.
TeleKabel or if we cease to own directly or indirectly more than 50% of
TeleKabel Beheer.
CNBH Facility. In February 1998, CNBH entered into a secured NLG250.0
million ten-year term facility with a syndicate of banks led by Rabobank. In
August 1998, this facility was increased to NLG266.0 million. The facility
bears interest at the AIBOR plus a margin of between 0.6% and 1.6%. Most of the
proceeds were used to repay in full a Combivisie bridge facility entered into
in connection with the acquisition of Combivisie (NLG122.0 million) and a KTE
bank facility (NLG65.0 million). The remaining amount under this facility is
available to finance certain capital expenditures. Beginning in 2001, CNBH will
be required to apply 50% of its excess cash flow to prepayment of this
facility. The facility restricts the incurrence of debt, the payment of
dividends and distributions and limits the amount of payments to us under our
general services agreement. In January 1999, this facility was increased to
NLG274.0 million. In connection with this facility, we entered into a project
support agreement providing, among other things, for us to retain majority
ownership of CNBH. In connection with this facility, CNBH also entered into a
NLG5.0 million ten-year term working capital facility with Rabobank.
Mediareseaux Facility. In July 1998, Mediareseaux entered into an FFR680.0
million (NLG228.4 million) term facility with Paribas to finance capital
expenditures, working capital and acquisitions. This facility is secured by the
assets of Mediareseaux and a pledge of our stock of Mediareseaux. The
availability of this facility depends on revenue generated and its debt to
equity ratios. Drawings under this facility may be made until December 31,
2002. The repayment period runs from January 1, 2003 to final maturity in 2007.
Mediareseaux may not draw more than FFR120 million (NLG40.3 million) of this
facility for acquisitions. During the repayment period, Mediareseaux must apply
50% of its excess cash flow in prepaying the facility. This facility generally
restricts the payment of dividends and distributions. This facility also
restricts Mediareseaux from incurring additional indebtedness, subject to
certain exceptions. In July 1998, Mediareseaux also secured a 9.5 year FFR20
million (NLG6.7 million) overdraft facility, subject to the same terms and
conditions as this facility except for the availability tests which are not
applicable. Until certain financial covenants are met, we must own more than
51% of Mediareseaux. Generally, investments by Mediareseaux and its
subsidiaries require approval of the facility agent except for investments in
cash and certain marketable securities that are pledged to support the
facility. This facility also restricts the amount of management fees that
Mediareseaux may pay to us.
DIC Loan. In November 1998, a subsidiary of DIC loaned us $90.0 million.
The loan from DIC was subsequently assigned to an Israeli bank. We used the
proceeds to acquire interests in the Israeli and Maltese systems. The loan from
DIC matures in November 2000 and is secured by our pledge of our ownership
interest in the Israeli system. The loan from DIC bears interest at the nominal
rate of 8% per annum. This interest is payable, together with an additional 6%
of the principal amount, on maturity. The
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loan from DIC may be repaid on quarterly prepayment dates with three months'
prior notice by us. In connection with the loan from DIC, we granted the
Discount Group, our partner in the Israeli system, an option to acquire $90.0
million, plus accrued interest, of A shares at a price equal to 90% of the
initial public offering price. Subsequent to December 31, 1998, we negotiated
an amendment to this option, resulting in an option to acquire $45.0 million,
plus accrued interest, of A shares at a price equal to 90.0% of the initial
public offering price, and, if this option is exercised, another option to
acquire $45.0 million, plus accrued interest, of A shares at a price equal to
the 30 day average closing price of our shares on the Stock Market of Amsterdam
Exchanges, or the initial public offering price, whichever is higher. At our
initial public offering, DIC exercised the first option and acquired 1,558,654
A shares. We repaid $45.0 million of the loan, plus accrued interest, with
proceeds from the option exercise. The other option is exercisable until
September 30, 2000.
United Loan. We borrowed approximately $70.0 million from United, a
substantial portion of which was repaid at the time of our initial public
offering. The loan bears interest at 10.75% per annum and is payable on March
31, 2001. The indebtedness is convertible at United's option into A shares. Any
conversion into or payment in A shares will be at NLG63.91 per share, our
initial public offering price. We intend to repay the outstanding balance with
proceeds of this offering.
A2000 Facilities. In January 1996, A2000 and its wholly-owned subsidiary
Kabeltelevisie Amsterdam entered into bank facilities of NLG90.0 million and
NLG375.0 million, respectively. In October 1996, A2000 Hilversum, a wholly-
owned subsidiary of A2000, entered into a bank facility of NLG45.0 million.
These facilities have between nine- and ten-year terms and interest rates of
AIBOR + 0.75% or AIBOR + 0.7% or fixed-rate (fixed prior to each advance)
increased by 0.7% or 0.75% per annum. These facilities also restrict the
borrowers from incurring additional indebtedness and from paying dividends and
distributions, subject to certain exceptions. The A2000 facilities are secured
by mortgages and pledges, including pledges on Kabeltelevisie Amsterdam and
A2000 Hilversum shares and assets. A2000 is currently negotiating a credit of
NLG680.0 million to replace these facilities.
PCI Discount Notes. Poland Communications, Inc. ("PCI"), @Entertainment's
major operating subsidiary sold $130.0 million of PCI notes in October 1996.
The PCI notes bear interest at 9 7/8%, and are payable on May 1 and November 1
of each year. The PCI notes mature on November 1, 2003.
The indenture governing the PCI notes contains covenants limiting, among
other things, @Entertainment's ability to:
. incur additional indebtedness,
. make certain payments and distributions, including dividends,
. approve the issuance and sale of the capital stock of @Entertainment's
subsidiaries,
. sell its assets,
. create certain liens,
. enter into transactions with its affiliates, and
. invest in non-controlled entities.
Pursuant to the terms of the PCI indenture, @Entertainment has offered to
repurchase all of the PCI notes as a result of our acquisition of
@Entertainment. The repurchase offer will expire in November 1999.
1998 Senior Discount Notes. On July 14, 1998, @Entertainment sold 252,000
units, each consisting of 14 1/2% senior discount notes due 2008 and warrants
entitling the warrant holders to purchase 1,824,514 shares of @Entertainment
common stock. This 1998 offering generated approximately $125.1 million gross
proceeds to @Entertainment. The notes are unsubordinated and unsecured
obligations of @Entertainment. Cash interest on the notes will not accrue prior
to July 15, 2003. After that, cash interest will accrue at a rate of
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14.5% per year and will be payable semi-annually in arrears on January 15 and
July 15 of each year, beginning on January 15, 2004. The notes will mature on
July 15, 2008. @Entertainment has also offered to repurchase these notes.
The indenture governing the notes has covenants substantially similar to
the PCI indenture.
1999 Series B 14 1/2% Senior Discount Notes. In January 1999,
@Entertainment sold 256,800 units consisting of Series B senior discount notes
due 2009 and warrants to purchase 1,813,665 shares of @Entertainment's common
stock (the "1999 Units Offering"). The 14 1/2% senior discount notes were
issued at a discount to their aggregate principal amount at maturity yielding
gross proceeds of approximately $100.0 million. Cash interest on the 14 1/2%
senior discount notes will not accrue prior to February 1, 2004. Thereafter,
cash interest will accrue at a rate of 14 1/2% per annum, payable semi-annually
in arrears on August 1 and February 1 of each year, commencing August 1, 2004.
@Entertainment has also offered to repurchase these notes.
The indenture governing the Series B senior discount notes has covenants
substantially similar to the PCI indenture.
1999 Series C Senior Discount Notes. On January 20, 1999, @Entertainment
sold $36,001,321 aggregate principal amount at maturity of series C senior
discount notes generating approximately $9.8 million of gross proceeds. The
series C senior discount notes are senior unsecured obligations of
@Entertainment. The series C senior discount notes were issued at a discount to
their aggregate amount. Original issue discount will accrete from January 20,
1999, until July 15, 2008, the date of maturity of the series C senior discount
notes. Cash interest on the series C senior discount notes will accrue from
July 15, 2004 at a rate of 7.0% per year on the principal amount at maturity,
and will be payable semi-annually in arrears, on July 15 and January 15 of each
year beginning January 15, 2005. Before January 15, 2004, cash interest on the
series C senior discount notes will not accrue. @Entertainment has also offered
to repurchase these notes.
The indenture governing the Series C senior discount notes has covenants
substantially similar to the PCI indenture.
RCF Credit Facility. In 1990, RCF and six of its subsidiaries entered into
a FFR160.0 million (NLG53.8 million) credit facility with a consortium of banks
led by Banque Bruxelles Lambert to finance working capital and operations. In
1995 this facility was amended and extended to FFR252.4 million (NLG84.8
million) to refinance three further credit facilities entered into by other
subsidiaries of RCF with a consortium of banks including Banque Bruxelles
Lambert and led by Banque Nationale de Paris in an aggregate amount of FFR
108.0 million (NLG36.3 million) in 1993. The loan bears an interest rate of
PIBOR (the French interbank offer rate) plus 1.5%, payable in arrears
quarterly. The loan had to be repaid in yearly installments of FFR34.6 million
(NLG11.6 million) beginning at the end of 1999 until December 31, 2005. Subject
to certain exceptions, the loan restricts RCF and certain of its subsidiaries
from incurring certain additional indebtedness, from having liens on or
disposing of certain assets, from merging or consolidating and from making
dividend payments.
Time Warner France Credit Facility. In July 1996, Rhone Vision Cable
entered into a FFR 680.0 million (NLG228.4 million) credit facility with
Paribas and NatWest Markets to finance construction and installation of Rhone
Vision Cable networks. The facility bears interest of LIBOR plus 1%, payable
quarterly. The facility must be repaid by June 30, 2002, or six months after
network completion. The facility is secured by pledges of all the shares and
the most important assets of Rhone Vision Cable and by a guarantee given by the
Departement du Rhone (for up to 50% of any sum due under the facility). The
facility restricts Rhone Vision Cable's ability to secure additional financing,
incur additional debt or transfer shares and a change of control is deemed an
event of default under the facility. Moreover, under certain circumstances, the
lenders are entitled to set up a company as successor of Rhone Vision Cable to
benefit from the terms of the concession agreement and EPARI is entitled to
prepay the facility and assume Rhone Vision Cable's position.
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Kabel Plus Facility. In December 1996, Kabel Plus entered into a CZK1,345.4
million (NLG81.0 million) credit facility with Citibank International to
finance and refinance the construction of their cable system in the Czech
Republic and for general operational purposes. The facility bears interest of
PRIBOR. The facility must be repaid by June 30, 2000. The facility restricts
Kabel Plus' ability to secure additional debt and a change of control is deemed
an event of default under the facility. Prepayment of advances made under the
facility is permitted provided ten days advance notice of such prepayment is
given. This facility may become due upon closing of the acquisition unless the
lenders consent to the sale.
Stjarn Credit Facility. In December 1998, Stjarn's parent company entered
into a SEK521.0 million loan agreement with Nordbanken AB to refinance certain
debt. The loan consists of a facility A, a medium term loan in the amount of
SEK371.0 million and a facility B, a short term loan in the amount of SEK150.0
million. These facilities are secured by pledges of shares in Stjarns parent
company's subsidiary and bears interest at the rate of STIBOR plus between
0.75% and 1.25%. The A facility must be repaid in eleven semi-annual
installments of between SEK41.0 million and SEK25.0 million beginning in May
1999 until November 2004. The B facility has been fully repaid and replaced by
a revolving credit facility in the amount of SEK150.0 million. The commitment
fee for the revolving facility amounts to 0.30% and is based on the difference
between the committed credit amount and the utilized amount. The contract fee
is 0.15% and is based on the committed credit amount. Interest on utilized
funds amounts to NBU +0.60% units. The interest period is three months. The A
facility restricts Stjarn's ability to encumber its present or future assets
and to enter into sale-leaseback agreements. Both the A facility and the
revolving facility may become due as a result of the acquisition unless the
lenders consent to the sale.
Tevel Facilities. In August 1998, Tevel entered into three secured loan
agreements totaling NIS955.4 million (NLG496.1 million) to finance the
acquisition of Gvanim and working capital. These facilities bear interest at a
fixed margin of 5.5% to 6.0% over the Israeli consumer price index. The loans
mature in the years 2007 to 2010 and the repayment periods of the principal
amounts commence in the year 2000. These facilities are secured by Tevel's
pledge of its ownership interest in Gvanim and limit Tevel's ability to pay
dividends, encumber, sell or transfer its assets, issue or allot shares, alter
its corporate structure and incur indebtedness.
Melita Facility. In December 1998, Melita, the Maltese system operator,
entered into two term loans and an overdraft facility, facilitating a total of
Lm14.0 million (NLG37.1 million) with a maturity in 2007 to refinance a Lm9.0
million facility and to finance capital expenditure and working capital. The
interest rates on the term loans and overdraft facility vary between 7.44% and
7.93%. The loans are secured by a general pledge on all of Melita's present and
future property. Availability depends on satisfaction of leverage covenants and
interest coverage. The loans restrict Melita's ability to encumber or transfer
its assets.
Monor Facility. In September 1997, Monor entered into a $50.0 million
(NLG106.5 million) term loan facility with a syndicate of banks led by Credit
Lyonnais. The proceeds of Monor's facility were used to repay indebtedness and
for capital expenditures in the build-out of Monor's network. Monor's facility
matures on December 31, 2006 and bears interest at LIBOR plus 1.5%. Monor's
facility is secured by a pledge over the shares of Monor and its assets. This
facility limits Monor's ability to encumber its assets, incur indebtedness and
pay dividends.
Restrictions under Our Indentures
Our activities are restricted by the covenants of our indentures dated July
30, 1999 under which the senior notes and senior discount notes were issued.
Among other things, our indentures place certain limitations on our ability,
and the ability of our subsidiaries, to:
.borrow money,
.issue capital stock,
.pay dividends in stock or repurchase stock,
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.make investments,
.create certain liens,
.engage in certain transactions with affiliates, and
.sell certain assets or merge with or into other companies.
Under the terms of our indentures, if we raise additional equity (including
the proceeds of this offering), we will be permitted to incur additional debt.
Restrictions under United Indentures
As a subsidiary of United, our activities are also restricted by the
covenants in United's indentures dated February 5, 1998 and April 29, 1999. The
United indentures generally limit the additional amount of debt that we or our
subsidiaries or controlled affiliates may borrow, or preferred shares that we
or they may issue.
Sources of Capital
We had approximately NLG446.1 million of unrestricted cash and cash
equivalents on hand as of June 30, 1999. In addition, we had additional
borrowing capacity at the corporate and project debt level including CNBH,
Mediareseaux and Telekabel Hungary facilities.
During February 1999, we successfully completed an initial public offering
selling 44.6 million shares on the Stock Market of Amsterdam Exchanges and
Nasdaq National Market System and raising gross and net proceeds from the
offering of approximately NLG2,852.9 million and NLG2,660.1 million,
respectively. Concurrent with the offering DIC exercised one of its two option
agreements acquiring approximately 1.6 million shares for NLG89.6 million.
Proceeds from the sale of the shares to DIC were used to repay $45.0 million of
the DIC Loan and related interest. Proceeds from the offering were used to
reduce the senior revolving credit facility (NLG635.8 million, including
accrued interest of NLG15.8 million), repay in its entirety the bridge bank
facility (NLG110.0 million, net of the interest reserve account), acquire
NUON's 49% interest in UTH (NLG518.1 million) and assume from NUON a NLG33.0
million subordinated loan, including accrued interest (NLG33.3 million).
Subsequent to the offering, we also repaid $80.0 million (NLG157.4 million) of
the note payable to United and an additional NLG191.0 million of the senior
revolving credit facility and completed the acquisitions of GelreVision
(NLG233.9 million), UPC Slovensko (NLG90.7 million) and RCF (NLG57.9 million).
On July 30, 1999, we closed an offering of our 10 7/8% senior notes due
2009 and our 12 1/2% senior discount notes due 2009. The offering generated
gross proceeds of approximately $1.5 billion (NLG 3.2 billion), consisting of
$800.0 million of 10 7/8% notes, (Euro)300.0 million of 10 7/8% notes and
$400.0 million of 12 1/2% discount notes. The proceeds from the senior note
offerings will primarily be used to partially fund existing and planned
acquisitions. Also, subsequent to June 30, 1999 we entered into a (Euro)1.0
billion Senior Credit Facility. Until the earlier of October 31, 1999 and the
completion of the syndication of the Senior Credit Facility, availability under
the Senior Credit Facility is limited to (Euro)500.0 million and such amount
may not be used to finance any acquisitions. Proceeds from the Senior Credit
Facility were used to refinance the existing Senior Revolving Credit Facility.
The remaining available proceeds are expected to be used to repay certain
intercompany debts, pay interest on funds downstreamed from the proceeds of the
bond offering, general corporate purposes, capital expenditures, pay amounts
due under the Senior Credit Facility and other permitted distributions.
While the proceeds from senior note offering and the Senior Credit Facility
are adequate to meet our existing business requirements, we may need to raise
additional capital in the future to the extent we pursue new acquisition or
development opportunities or if cash flow from operations is insufficient to
satisfy our liquidity requirements.
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The consummation of our tender offer of @Entertainment resulted in a change
of control of @Entertainment, and as a result, @Entertainment is obligated to
offer to repurchase any notes that the note holders put to it at 101% of their
principal amount, plus accrued and unpaid interest. The repurchase offer
commenced on September 5, 1999 and expires on November 2, 1999, unless we
extend the offer. We expect that the holders of the @Entertainment PCI Notes
and the Series C Senior Discount Notes described under "--Debt Facilities" may
exercise their rights to require the purchase of their notes following the
change of control triggered by our acquisition of @Entertainment. If the
holders of those notes exercised their rights to put all of such notes, this
would require @Entertainment to repay $140.3 million (NLG298.9 million) of debt
as of June 30, 1999. The @Entertainment 1999 Series B 14 1/2% Senior Discount
Notes and the @Entertainment 1998 14 1/2% Senior Discount Notes described under
"Description of Other Debt," of which a total of $233.9 million (NLG498.3) in
aggregate was outstanding at June 30, 1999, contain similar provisions enabling
holders to require @Entertainment to purchase the notes following a change of
control. Given the coupon on such notes, however, we do not expect any
significant number of holders of those notes to exercise their put rights. The
actual amount exercised may differ significantly from our expectations.
We may need to raise additional capital in the future to the extent we
pursue new acquisition or development opportunities or if cash flow from
operations is insufficient to satisfy our liquidity requirements.
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Consolidated Capital Expenditures
The table below sets forth our consolidated capital expenditures for the
last three fiscal years, the six months ended June 30, 1998 and 1999 and
projected capital expenditure for the year ended December 31, 1999. The
historical information below does not reflect capital expenditures by A2000,
UTH (through February 1, 1999), Tevel or other unconsolidated systems. CNBH has
been deconsolidated as of August 1, 1998; its capital expenditures amounting to
NLG18.6 million for the first seven months of 1998, are included for the six
months ended June 30, 1998 and for the year ended December 31, 1998. UTH was
consolidated as of February 1, 1999 and its capital expenditures for the five
months ended June 30, 1999 are included in the capital expenditures for the six
months ended June 30, 1999. UPC Slovensko and GelreVision were consolidated as
of June 1, 1999, and their capital expenditures for the month of June 1999 are
included in the capital expeditures for the six months ended June 30, 1999. RCF
was consolidated as of June 30, 1999, and its capital expenditures are not
included for the six months ended June 30, 1999. The historical information
below does not include capital expenditures for the new acquisitions, which
include Timer Warner Cable France, A2000, Kabel Plus, Stjarn, Videopole,
@Entertainment and Kabel Haarlem.
<TABLE>
<CAPTION>
Historical
--------------------------------------------------------- Projected
Year Ended Year Ended Year Ended For the Six Months Year Ended
December 31, December 31, December 31, Ended June 30, December 31,
1996 1997 1998 1998 1999 1999
------------ ------------ ------------ ------------------ ------------
(Dutch guilders, in thousands)
<S> <C> <C> <C> <C> <C> <C>
Cable network
Upgrade................ 61,345 48,484 87,654 37,644 104,450 354,802
New build.............. 12,581 55,042 75,293 23,146 42,614 106,652
------- ------- ------- -------- --------- -------
Total cable network.... 73,926 103,526 162,947 60,790 147,064 461,454
Master telecom center:
Video services......... 8,713 4,734 4,065 2,559 6,329 29,288
Cable telephone
(Priority Telecom).... -- -- 17,278 429 32,414 74,630
Internet/data
services.............. 349 4,480 629 1,289 3,287 7,028
------- ------- ------- -------- --------- -------
Total master telecom
center................ 9,062 9,214 21,972 4,277 42,030 110,946
Customer premise
equipment (CPE):
Video services......... 4,179 5,833 14,268 5,676 6,065 20,710
Cable telephone
(Priority Telecom).... -- -- 1,677 4 13,543 77,089
Internet/data
services.............. 430 3,890 12,855 4,013 16,963 50,367
------- ------- ------- -------- --------- -------
Total CPE.............. 4,609 9,723 28,800 9,693 36,571 148,166
Support systems and
equipment (SSE)........ 8,098 9,221 15,608 5,862 13,849 47,804
Land, buildings,
leasehold and Other.... 4,347 5,629 18,795 -- 16,534 17,300
------- ------- ------- -------- --------- -------
Total SSE and Other.... 12,445 14,850 34,403 5,862 30,383 65,104
New businesses:
chello broadband....... -- -- 4,589 -- 12,071 42,500
Digital distribution
platform.............. -- -- -- -- 11,806 35,500
------- ------- ------- -------- --------- -------
Total new businesses... -- -- 4,589 -- 23,877 78,000
Other................... 6,605 8,317 28,967 16,923 35,452 --
------- ------- ------- -------- --------- -------
Total capital
expenditures.......... 106,647 145,630 281,678 97,545 315,377 863,670
======= ======= ======= ======== ========= =======
</TABLE>
The projected 1999 capital expenditures, including all of the new
acquisitions as if they had taken place on January 1, 1999, would total
approximately NLG1,561.3 million, consisting of approximately NLG870.7 million,
NLG132.6 million, NLG223.8 million, NLG256.2 million and NLG78.0 million for
cable network, master telecom center, customer premise equipment, system
support equipment and other and new businesses, respectively.
Cable Network
Since our formation as a joint venture, we have been aggressively upgrading
our existing cable television system infrastructure and constructing our new-
build infrastructure with two-way high capacity
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technology to support digital video, telephone and Internet/data services.
Capital expenditures for the upgrade and new-build construction can be reduced
at our discretion, although such reductions require lead-time in order to
complete work in progress and can result in higher total costs of construction.
We expect that the upgrade of the cable network and related equipment will
cause us to write off some of our existing cable network and equipment. We do
not expect the write-off to be significant, except in certain limited
circumstances where it will be necessary to rebuild the network. While there
are some exceptions, most of the existing cable plant and related equipment has
been in service for over ten years and the remaining book value is very low.
While we believe the upgrade will extend the life of our existing plant, we do
not anticipate extending the useful life of our existing coaxial cable and
equipment for financial reporting purposes.
During the year ended December 31, 1998, and the six months ended June 30,
1999, we spent approximately NLG162.9 million and NLG147.1 million in cable
network capital expenditures, respectively. For 1999, we have budgeted cable
network capital expenditures of approximately NLG461.5 million for our existing
systems and NLG409.2 million for the new acquisitions.
Master Telecom Center
The master telecom center includes the headend and all central network
equipment needed for services provided through the operating system. For cable
television, this includes satellite antennas, encryption devices and original
transmission facilities. For telephone service, this includes the central
office switch and synchronous digital hierarchy and other telephone-related
equipment. For Internet/data service, this includes servers and equipment for
connection to the Internet.
During the year ended December 31, 1998 and the six months ended June 30,
1999, we spent approximately NLG22.0 million and NLG42.0 million for master
telecom center equipment, respectively. For 1999, we have budgeted capital
expenditures for master telecom center equipment of approximately NLG110.9
million for our existing systems and NLG21.7 million for the new acquisitions.
Customer Premise Equipment
Customer premise equipment includes television set-top converters for video
services, cable phone equipment for telephone and cable modems and network
interface cards for Internet/data services. Customer premise equipment is a
variable capital expenditure, except for inventory on hand, and generally will
not be incurred unless we need the equipment for a subscriber.
During the year ended December 31, 1998 and the six months ended June 30,
1999, we spent approximately NLG28.8 million and NLG36.6 million on customer
premise equipment, respectively.
For 1999, we have budgeted capital expenditures for customer premise
equipment of approximately NLG148.2 million for our existing systems and
NLG75.6 million for the new acquisitions. We recently entered into agreements
with Philips and General Instruments for the development and purchase of an
integrated digital set-top box for video and Internet/data services, as well as
for Internet-based telephone. A2000 has agreed with the City of Amsterdam to
deploy during the year 2000, a significant number of digital set top boxes to
our existing customers who elect to take our expanded tier service. Our current
projection for capital expenditures related to this digital set-top box rollout
is approximately NLG332.0 million, although we do not expect to incur the full
amount in the year 2000.
Support Systems and Equipment
Support systems and equipment includes ancillary systems such as
operational and business support systems, including network management,
customer care, inventory and billing. During the year ended
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December 31, 1998 and the six months ended June 30, 1999, we spent NLG34.4
million and NLG13.8 million in total support systems and equipment. For 1999,
we have projected NLG65.1 million for support systems and equipment for our
existing systems and NLG191.1 million for our new acquisitions.
New Businesses
In addition to the network infrastructure and related equipment and capital
resources described above, development of our newer businesses, chello
broadband and our digital distribution platform, require capital expenditures
for construction and development of our pan-European distribution and
programming facilities, including our origination facility, network operating
center, near video on demand server complex and related support systems and
equipment. For the year ended December 31, 1998 and the six months ended June
30, 1999, we incurred capital expenditures of approximately NLG4.6 million and
NLG12.1 million for chello broadband, respectively. For the year ended December
31, 1998 and the six months ended June 30, 1999, we incurred capital
expenditures of NLG 0 million and NLG11.8 million for the digital distribution
platform, respectively. We have projected for 1999 approximately NLG42.5
million and NLG35.5 million for capital expenditures for chello broadband and
our digital distribution platform, respectively.
New Business Lines--Revenue, Operating and Selling, General and Administrative
Expenses
During late 1997 we introduced Internet/data service as a product offering
in our consolidated systems. During 1998 we began the development of several
other new businesses including chello broadband, Priority Telecom and UPCtv.
During 1998 the Internet/data service business and telephony business were
developed at both local country operating companies and at the corporate pan-
European level. The information below provides an overview of the revenues,
operating expenses and selling, general and administrative expenses for 1997
and 1998 and the six months ended June 30, 1998 and 1999 related to these new
services in relation to our cable television business. Historically, we did not
fully allocate overhead and general and administrative expenses to these new
businesses. Full allocation began in 1999.
Corporate overhead selling, general and administrative expense includes a
stock-based compensation charge of NLG406 for the six months ended June 30,
1998, compared to a charge of NLG98.7 million for the six months ended June 30,
1999, and a charge of NLG4.8 million for the year ended December 31, 1997
compared to NLG320.5 million for the year ended December 31, 1998. chello
broadband selling, general and administrative expense includes no stock-based
compensation charge for the six months ended June 30, 1998, compared to a
charge of NLG1.5 million for the six months ended June 30, 1999, and no charge
for the year ended December 31, 1997, compared to a charge of NLG2.1 million
for the year ended December 31, 1998. Operating expenses do not include
depreciation and amortization, which for the six months ended June 30, 1998 and
1999 totaled NLG95.0 million and NLG148.4 million respectively, and for the
years ended December 31, 1997 and 1998 totaled NLG132.9 million and NLG187.6
million, respectively.
<TABLE>
<CAPTION>
For the Year Ended For the Year Ended
December 31, 1997 December 31, 1998
--------------------------- ---------------------------
Operating SG&A Operating SG&A
Revenue Expenses Expenses Revenue Expenses Expenses
------- --------- -------- ------- --------- --------
(Dutch guilders, in thousands)
<S> <C> <C> <C> <C> <C> <C>
Cable television........ 320,440 (111,543) (111,800) 377,817 (122,786) (86,226)
Telephony
Operating companies... -- -- -- 531 (1,369) (10,730)
Priority Telecom...... -- -- -- -- -- --
Internet/data
Operating companies... 764 (378) -- 9,465 (7,654) (28,813)
chello broadband...... -- -- -- -- -- (2,144)
Corporate overhead, UPC
tv, Tara and other..... 16,051 (6,587) (7,267) 21,157 (6,650) (353,790)
------- -------- -------- ------- -------- --------
Total............... 337,255 (118,508) (119,067) 408,970 (138,459) (481,703)
======= ======== ======== ======= ======== ========
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
For the Six Months Ended For the Six Months Ended
June 30, 1998 June 30, 1999
-------------------------- ----------------------------
Operating SG&A Operating SG&A
Revenue Expenses Expenses Revenue Expenses Expenses
------- --------- -------- ------- --------- --------
(Dutch guilders, in thousands)
<S> <C> <C> <C> <C> <C> <C>
Cable television........ 184,578 (58,868) (38,405) 289,178 (90,850) (68,463)
Telephony
Operating companies... 375 (187) (1,315) 22,866 (21,847) (27,537)
Priority Telecom...... -- -- -- -- -- (1,525)
Internet/data
Operating companies... 3,069 (3,300) (5,275) 15,764 (13,641) (14,628)
chello broadband...... -- -- -- 3,743 (22,145) (22,038)
Corporate overhead,
UPCtv, Tara and other.. 7,248 (3,756) (17,379) 4,146 (6,350) (130,947)
Intercompany............ -- -- -- (3,743) 3,743 --
------- ------- ------- ------- -------- --------
Total............... 195,270 (66,111) (62,374) 331,954 (151,090) (265,138)
======= ======= ======= ======= ======== ========
</TABLE>
Certain Dutch Property Tax Issues
One of our Dutch systems was recently assessed for a transfer tax on the
purchase of immovable property in the amount of NLG1.8 million for the purchase
of a cable network. We have always regarded our cable networks as movable
property and not subject to such transfer tax. We are appealing this tax
assessment. Should we be unsuccessful, our Dutch systems may be assessed for
taxes on similar transactions. We cannot predict the extent to which the taxes
could be assessed retroactively or the amount of tax that our systems may be
assessed for, although it may be substantial, being 6% of the value
attributable to our systems at the date of transfer. Because we own 100% of
UTH, any tax liabilities assessed against our Dutch systems, including A2000
subsequent to its purchase, will be consolidated with our results. We believe
that, if our appeal is unsuccessful, most cable television companies and other
utilities in The Netherlands would become subject to similar tax liabilities.
If this happens, we expect these entities would lobby the Dutch tax authorities
with us against such tax assessments. We cannot assure you that such lobbying
would be successful.
Inflation and Foreign Currency Exchange Rate Losses
To date, we have not been impacted materially by inflation.
The value of our monetary assets and liabilities is affected by
fluctuations in foreign currency exchange rates as accounts payable for certain
equipment purchases and certain operating expenses, such as programming
expenses, are denominated in currencies other than the functional currency of
the entity making such payments. We and some of our operating companies have
notes payable and notes receivable that are denominated in, and loans payable
that are linked to, a currency other than their own functional currency,
exposing us to foreign currency exchange risks on these monetary assets and
liabilities. In general, we and our operating companies do not execute hedge
transactions to reduce our exposure to foreign currency exchange rate risks.
Accordingly, we may experience economic loss and a negative impact on earnings
and equity with respect to our holdings solely as a result of foreign currency
exchange rate fluctuations.
The functional currency for our operations generally is the applicable
local currency for each operating company. Assets and liabilities of foreign
subsidiaries are translated at the exchange rates in effect at year-end, and
the statements of operations are translated at the average exchange rates
during the period. Exchange rate fluctuations on translating foreign currency
financial statements into Dutch guilders result in unrealized gains or losses
referred to as translation adjustments. Cumulative translation adjustments are
recorded as a separate component of shareholders' equity. Transactions
denominated in currencies other than the local currency are recorded based on
exchange rates at the time such transactions arise. Subsequent changes in
exchange rates result in transaction gains and losses which are reflected in
income as unrealized, based on period-end translations, or realized upon
settlement of the transactions.
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<PAGE>
Cash flows from our operations in foreign countries are translated based on
their reporting currencies. As a result, amounts related to assets and
liabilities reported on the consolidated statements of cash flows will not
agree to changes in the corresponding balances on the consolidated balance
sheets. The effects of exchange rate changes on cash balances held in foreign
currencies are reported as a separate line below cash flows from financing
activities.
New Accounting Principles
The American Institute of Certified Public Accountants recently issued
Statement of Position 98-5, "Reporting on the Costs of Start-Up Activities,"
which is required to be adopted by affected companies for fiscal years
beginning after December 15, 1998. This statement defines start-up and
organization costs, which must be expensed as incurred. In addition, all
deferred start-up and organization costs existing as of January 1, 1999 must be
written-off and accounted for as a cumulative effect of an accounting change.
As of December 31, 1998, our deferred start-up and organization costs were
insignificant. We adopted this statement effective January 1, 1999, with no
material effect on our financial statements.
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 the Effective Date
of FASB Statement No. 133" ("SFAS 137"). SFAS 137 amends the effective date of
SFAS 133. SFAS 133 will now be effective for all fiscal quarters of all fiscal
years beginning after June 15, 2000. We currently are assessing the effect of
this new standard.
In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-1 "Accounting For the Costs of Computer
Software Developed or Obtained for Internal Use" ("SOP 98-1"), which provides
guidance on accounting for the costs of computer software developed or obtained
for internal use. SOP 98-1 identifies the characteristics of internal-use
software and provides examples to assist in determining when computer software
is for internal use. SOP 98-1 is effective for financial statements for fiscal
years beginning after December 15, 1998, for projects in progress and
prospectively, with earlier application encouraged. We adopted this statement
effective January 1, 1999, with no material effect on our financial statements.
European Economic and Monetary Union
On January 1, 1999, eleven of the fifteen member countries of the European
Union established fixed conversion rates between their existing sovereign
currencies and the euro. The participating countries adopted the euro as their
common legal currency on that day. The euro trades on currency exchanges and is
available for non-cash transactions during the transition period between
January 1, 1999 and January 1, 2002. During this transition period, the
existing currencies are scheduled to remain legal tender in the participating
countries as denominations of the euro and public and private parties may pay
for goods and services using either the euro or the participating countries'
existing currencies.
During the transition period, all operating companies' billing systems will
include amounts in euro as well as the respective country's existing currency.
All of our accounting and management reporting systems currently are multi-
currency.
We intend to use the euro as our reporting currency by the end of 2000. We
do not expect the introduction of the euro to affect materially our cable
television and other operations. We have not yet taken steps to confirm that
the financial institutions and other third parties with whom we have financial
relationships are prepared for the use of the euro. Thus far, we have not
experienced any material
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problem with third parties as a result of the introduction of the euro. We
believe the introduction of the euro will not require us to amend any of our
financial instruments or loan facilities, other than amendments that will be
made automatically by operation of law. These will include automatic
replacement of the currencies of participating countries with the euro. They
will also include automatic replacement of interest rates of participating
countries with European interest rates. We believe the introduction of the euro
has reduced our exposure to risk from foreign currency and interest rate
fluctuations.
Quantitative and Qualitative Disclosure About Market Risk
Investment Portfolio
As of June 30, 1999, we had cash and cash equivalents of approximately
NLG446.1 million. We have invested this cash in highly liquid instruments which
meet high credit quality standards with original maturities at the date of
purchase of less than three months. These investments will be subject to
interest rate risk and foreign exchange fluctuations (with respect to amounts
invested in currencies outside the European Monetary Union), however, we do not
expect any material losses with respect to its investment portfolio.
Impact of Foreign Currency Rate Changes
The table below provides information about our and our consolidated
subsidiaries' foreign currency exchange risk for cash and debt which is
denominated in foreign currencies outside of the European Monetary Union as of
June 30, 1999, including cash flows based on the expected repayment date and
related weighted-average interest rates for debt. The information is presented
in NLG equivalents, which is our reporting currency. The instruments' actual
cash flows are denominated in U.S. dollars. See "--Liquidity and Capital
Resources--Debt Facilities."
<TABLE>
<CAPTION>
Amount Outstanding
As of June 30, 1999
---------------------
Book Value Fair Value
(in thousands)
<S> <C> <C>
Dollar-denominated Investments
Cash Account(1)........................................... (127,000) (127,000)
</TABLE>
<TABLE>
<CAPTION>
Amount Outstanding Expected Repayment
as of June 30, 1999 as of December 31,
--------------------- -------------------
Book Value Fair Value 1999 2000
(in thousands)
<S> <C> <C> <C> <C>
Dollar-denominated Facilities
DIC Loan
8.0% per annum + 6.0% of principal
at maturity, due 2000............... 95,850 95,850 -- 95,850
United Loan
10.75% per annum, due 2001.......... 13,872 13,872 13,872 --
</TABLE>
- --------
(1) We have a cash account which is comprised of two currencies, US dollars and
euros. The US dollar balance was negative on June 30, 1999, however the
total balance in the account was positive.
Historically, we and our operating companies have not executed hedge
transactions to reduce our exposure to foreign currency exchange rate risk.
Accordingly, we may experience economic loss and a negative impact on earnings
and equity with respect to our holdings solely as a result of foreign currency
exchange rate fluctuations. In connection with our offering of senior discount
notes in July 1999, we entered into a swap agreement.
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<PAGE>
Interest Rate Sensitivity
The table below provides information about our financial instruments that
are sensitive to changes in interest rates as of June 30, 1999, including cash
flows based on the expected repayment dates and the related weight-average
interest rates. The information is presented in NLG equivalents, which is our
reporting currency.
<TABLE>
<CAPTION>
Amount Outstanding Expected Repayment as of December
as of June 30, 1999 31,
--------------------- -----------------------------------
Book Value Fair Value 1999 2000 2001 2002 2003
---------- ---------- ------- ------ ------ ------ ------
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Variable Rate Facilities
Senior Revolving Credit
Facility
LIBOR + 0.55% to 2.0%,
average rate in 1999 of
6.0%.................... 458,024 458,024 458,024 -- -- -- --
TeleKabel Facility
EURIBOR + 0.75% to 2.0%,
average rate in 1999 of
4.90%................... 539,909 539,909 -- -- -- 26,995 53,991
CNBH Facility
AIBOR + 0.7% to 0.75% or
fixed rate advance +
0.7% to 0.75%, average
rate in 1999 of 3.90%... 239,495 239,495 -- -- 7,020 16,398 30,454
Mediareseaux Facility
LIBOR + 0.75% to 2.0%,
average rate in 1999 of
4.90%................... 69,495 69,495 -- -- -- -- 6,949
RCF Facility
PIBOR + 1.5%
average rate in 1999 of
4.40%................... 81,382 81,382 11,600 11,600 11,600 11,600 11,600
Fixed Rate Facilities
DIC Loan
8.0% per annum + 6.0% of
principal at maturity... 95,850 95,850 -- 95,850 -- -- --
United Loan
10.75% per annum........ 13,872 13,872 13,872 -- -- -- --
</TABLE>
- --------
Equity Prices
As of June 30, 1999, we are exposed to equity price fluctuations related to
our investment in United stock, which is classified as an investment available
for sale. Changes in the price of the stock are reflected as unrealized gains
(losses) in our statement of shareholders' equity (deficit), until such time as
the stock is sold and any unrealized gain (loss) will be reflected in the
statement of operations.
<TABLE>
<CAPTION>
Fair Value as of
Number of Shares June 30, 1999
---------------- ----------------
(Dutch guilders, in thousands
except share amounts)
<S> <C> <C>
Investment in United Stock.................... 2,784,620 401,100
</TABLE>
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<PAGE>
As of June 30, 1999, we are also exposed to equity price fluctuations
related to our debt which is convertible into our A Shares. The table below
provides information about our convertible debt, including expected cash flows
and related weight-average interest rates.
<TABLE>
<CAPTION>
Expected
Amount Repayment
Outstanding as of as of December
June 30, 1999 31,
--------------------- ---------------
Book Value Fair Value 1999 2000
---------- ---------- ------- -------
(Dutch guilders, in thousands)
Convertible Debt
- ----------------
<S> <C> <C> <C> <C>
DIC Loan
8.0% per annum + 6.0% of principal at
maturity................................ 95,850 95,850 -- 95,850
United Loan
10.75% per annum........................ 13,872 13,872 13,872 --
</TABLE>
Offering of Senior Notes
In July 1999, we completed an offering of $800.0 million 10 7/8% senior
notes due 2009, (Euro)300.0 million 10 7/8% senior notes due 2009 and $735.0
million 12 1/2% senior discount notes due 2009. Interest payments on the senior
notes will be due semi-annually, commencing February 1, 2000. The senior
discount notes will not accrue interest until August 1, 2004. Commencing
February 1, 2005, interest on the senior discount notes will be payable semi-
annually.
In order to minimize our currency and interest rate exposure, the $800.0
million 10 7/8% senior notes have been swapped into senior euro notes totalling
(Euro)754.7 million. Of the senior euro notes, (Euro)377.35 million have a
fixed interest rate of 8.54% through August 1, 2004; thereafter switching to a
variable rate of EURIBOR +4.15%. The remaining (Euro)377.35 million have a
variable interest rate of EURIBOR +4.15%, for an initial rate of 7.093%.
74
<PAGE>
@ENTERTAINMENT
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following information and discussion has been extracted from the May
13, 1999 prospectus published by @Entertainment, Inc. relating to an Exchange
Offer for $256,800,000 14 1/2% Series B Senior Discount Notes Due 2009 of
@Entertainment, Inc. and from @Entertainment's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1999. These financial statements should be read
together with @Entertainment's consolidated financial statements and related
notes included elsewhere herein. These consolidated financial statements
provide additional information regarding @Entertainment's financial activities
and condition. This information differs in its presentation from certain
information presented by UPC in the rest of this prospectus.
Overview
Until the limited launch of @Entertainment's DTH business on July 1, 1998
and subsequent full-scale launch on September 18, 1998, @Entertainment's
revenues were derived entirely from its cable television business and
programming related thereto. @Entertainment's revenue increased 56.5% from
$25.5 million in the six months ended June 30, 1998 to $39.9 million in the six
months ended June 30, 1999. This increase was due primarily to internal growth
in subscribers through increased penetration and new network expansion,
increases in cable subscription rates, the launch of the Wizja TV DTH
programming package, and advertising sales.
Prior to June 1997, @Entertainment's expenses were primarily incurred in
connection with its cable television business and programming related thereto.
Since June 1997, @Entertainment has been incurring, in addition to expenses
related to its cable television and programming businesses, expenses in
connection with the operation of its DTH business and Wizja TV.
@Entertainment generated operating losses of $1.3 million for 1996, $42.7
million for 1997, $100.8 million for 1998 and $79.1 million for the six months
ended June 30, 1999, primarily due to the significant costs associated with the
development and launch of its DTH and programming business, promotion of those
businesses, and the development, production and acquisition of programming for
Wizja TV.
@Entertainment 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 @Entertainment's cable systems, DTH programming platform,
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.
Segment Results of Operations
@Entertainment classifies its business into three fundamental areas: (1)
cable television, (2) DTH television and programming, and (3) corporate and
other. Information about the operations of @Entertainment in these different
business segments is set forth below based on the nature of the services
offered.
In addition to other operating statistics, @Entertainment measures its
financial performance by EBITDA, an acronym for earnings before interest,
taxes, depreciation and amortization. @Entertainment defines EBITDA to be net
loss adjusted for interest and investment income, depreciation and
amortization, interest expense, foreign currency gains and losses, equity in
losses of affiliated companies, income taxes,
75
<PAGE>
extraordinary items, non-recurring items (e.g., compensation expenses related
to stock options), 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 @Entertainment's
financial performance. @Entertainment 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 following table presents the segment results of @Entertainment's
operations for the six months ended June 30, 1998 and 1999.
<TABLE>
<CAPTION>
Six Months ended June 30,
------------------------------------------
Revenues Operating Loss EBITDA
---------- ---------------- ------------
1998 1999 1998 1999 1998 1999
---- ----- ------- ------- ----- -----
(unaudited, in millions of U.S.
dollars)
<S> <C> <C> <C> <C> <C> <C>
Cable............................... 24.6 30.3 (3.5) (10.4) 6.4 1.8
DTH and programming................. 0.9 19.9 (35.4) (63.9) (34.4) (53.4)
Corporate and other................. -- -- (3.8) (4.8) (3.8) (4.8)
Inter segment elimination(1)........ -- (10.3) -- -- -- --
---- ----- ------- ------- ----- -----
Total............................... 25.5 39.9 (42.7) (79.1) (31.8) (56.4)
==== ===== ======= ======= ===== =====
</TABLE>
- --------
(1) Includes Wizja programming costs charged to the Cable Segment by the DTH
and Programming Segment in the six months ended June 30, 1999.
The following table presents the segment results of @Entertainment's
operations for the years ended December 31, 1996, 1997 and 1998.
<TABLE>
<CAPTION>
Revenues Operating Loss EBITDA
--------------------- ------------------------- ----------------------
1996 1997 1998 1996 1997(3) 1998 1996 1997 1998
Year Ended December 31, ------ ------ ------- ------ ------- -------- ----- ------- -------
(unaudited, in thousands of U.S. dollars)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Cable(1)................ 24,923 38,138 52,971 (1,347) (20,308) (23,066) 8,441 5,387 (1,431)
DTH and programming..... -- -- 22,320 -- (10,210) (69,047) -- (10,186) (64,378)
Corporate and other..... -- -- -- -- (12,152) (8,700) -- (3,475) (8,700)
Inter segment
elimination(2)......... -- -- (13,432) -- -- -- -- -- --
------ ------ ------- ------ ------- -------- ----- ------- -------
Total................. 24,923 38,138 61,859 (1,347) (42,670) (100,813) 8,441 (8,274) (74,509)
====== ====== ======= ====== ======= ======== ===== ======= =======
</TABLE>
- --------
(1) In 1997, the cable segment included the activities of Mozaic Entertainment,
Inc., a subsidiary which provided programming content for the cable
business. In 1998, @Entertainment's programming activities related solely
to the development of the Wizja TV platform and have been included solely
in the DTH and programming segment. For the year ended December 31, 1997,
Mozaic Entertainment, Inc. revenues were $563,000, operating loss was
$2,071,000 and EBITDA was $(2,071,000). For the year ended December 31,
1998, Mozaic Entertainment, Inc. was dormant.
(2) Includes $12,932,000 of Wizja TV programming fees charged to the cable
segment by the DTH and programming segment in 1998.
(3) The year ended December 31, 1997 included a non-recurring non-cash
compensation expense charge relating to the granting of certain management
stock options of $9,425,000, in the cable segment and $8,677,000 in the
corporate and other segment.
Unless otherwise indicated, the separate business discussions that follow
provide comparisons of actual 1998 result with the actual results for 1997.
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<PAGE>
Cable Segment Overview
@Entertainment's revenue in its cable segment has 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. @Entertainment charges cable 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. Through its cable segment, @Entertainment currently offers
broadcast, intermediate (in limited areas) and basic packages of cable service.
At June 30, 1999, approximately 74.0% of @Entertainment's cable subscribers
received its basic package. For the six months ended June 30, 1999,
approximately 98.2% of @Entertainment's cable revenue was derived from monthly
subscription fees compared to approximately 93.3% for the six months ended
June 30, 1998. Revenue from installation fees is deferred to the extent it
exceeds direct selling costs and then amortized to income over the estimated
average period that new subscribers are expected to remain connected to
@Entertainment's cable system.
At December 31, 1998, approximately 74.7% of @Entertainment's cable
subscribers received its basic package. For the year ended December 31, 1998,
approximately 89% of @Entertainment's cable revenue was derived from monthly
subscription fees. Revenue from installation fees is deferred to the extent it
exceeds direct selling costs and amortized to income over the estimated average
period that new subscribers are expected to remain connected to the
@Entertainment's cable system.
The cable segment's revenue performance during 1999 has been generally
strong with 25% growth in revenues for the six months ended June 30, 1999 as
compared to the six months ended June 30, 1998. This increase was caused mainly
by organic growth in subscribers via increased penetration and build-out of
existing networks, increases in subscription rates and the introduction of an
additional premium channel into the programming offerings.
When @Entertainment began operations in 1990, revenue from installation
fees exceeded revenue from monthly subscription fees because of the significant
number of new installations and the high amount of the installation fees
relative to the small existing subscriber base. As @Entertainment's cable
subscriber base has grown, aggregate monthly subscription revenue has increased
and installation fees, while currently increasing on an absolute basis, have
declined as a percentage of total revenue. @Entertainment expects that
installation fees will continue to constitute a declining portion of
@Entertainment revenue.
During 1998 and the first two quarters of 1999, management completed or is
in a process of completing several strategic actions in support of its cable
business and operating strategy. On June 5, 1998, @Entertainment began
providing the Wizja TV programming package, with its initial 11 channel
primarily Polish-language programming, to its basic cable subscribers. Since
that date, the basic Wizja TV package has been expanded to 24 channels.
@Entertainment's management believes that this selection of high quality
primarily Polish-language programming will provide it with a significant
competitive advantage in increasing its cable subscriber penetration rates.
@Entertainment has implemented a pricing strategy designed to increase
revenue per cable subscriber and to achieve real profit margin increases in
U.S. dollar terms. @Entertainment has increased the monthly price for the
"basic" package to reflect the increased channel availability, and premium
channels such as the HBO Poland service (a Polish-language version of HBO's
premium movie channel) will each be offered to cable customers for an
additional monthly charge. @ Entertainment expects that it may continue to
experience increases in its churn rate above historical levels during the
implementation of its current pricing strategy.
For the six months ended June 30, 1999, @Entertainment's churn rate
increased to 8.9%. For the six months ended June 30, 1999, @Entertainment
experienced churn in the HBO Poland service with
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penetration falling by 12,890 subscribers or 28.2% in comparison to the six
months ended June 30, 1998. @Entertainment is planning to encrypt the HBO
Poland service on cable and install analog decoders for all premium channel
subscribers during 1999.
For the year ended December 31, 1998, @Entertainment's churn rate increased
to 15.25%. For the year ended December 31, 1998, @Entertainment experienced
churn in the HBO Poland service with penetration falling by 8,494 subscribers
or 18.8% from December 31, 1997.
The cable segment generated operating losses of $1.3 million for 1996,
$20.3 million for 1997 and $23.1 million for 1998, primarily due to the
purchase of Wizja TV programming in 1998 from @Entertainment's DTH
and programming segment for $12.9 million, increased levels of acquisitions and
related costs, increases in depreciation and amortization due to the growth in
cable systems and goodwill from acquisitions. In addition, in the year ended
December 31, 1997, @Entertainment recorded a one-time charge in the cable
segment for non-cash compensation related to stock options of $9.4 million.
An analysis of quarterly cable subscriber growth is presented in the table
below:
<TABLE>
<CAPTION>
June 30, September 30, December 31, March 31, June 30,
1998 1998 1998 1999 1999
--------- ------------- ------------ --------- ---------
<S> <C> <C> <C> <C> <C>
Homes passed............ 1,546,540 1,565,287 1,591,981 1,624,119 1,669,384
Basic subscribers....... 660,067 658,584 698,342 706,179 715,474
Subscriber growth (three
month period)
Organic............... 57,007 41,904 70,935 38,226 (1) 45,646
Through acquisitions.. 1,363 (10,245)(2) -- -- --
Churn................. (26,016) (33,142) (31,177) (30,389) (36,351)
--------- --------- --------- --------- ---------
Total net growth...... 32,354 (1,483) 39,758 7,837 9,295
Basic penetration....... 42.7% 42.1% 43.9% 43.5% 42.9%
Intermediate
subscribers............ 43,204 42,538 40,037 33,587 32,128
--------- --------- --------- --------- ---------
Basic and intermediate
subscribers............ 703,271 701,122 738,379 739,766 747,602
--------- --------- --------- --------- ---------
Broadcast subscribers... 167,859 186,334 196,961 208,457 219,165
--------- --------- --------- --------- ---------
Total subscribers....... 871,130 887,456 935,340 948,223 966,767
--------- --------- --------- --------- ---------
Premium subscribers--
HBO.................... 45,674 39,035 36,615 34,332 32,784
Premium penetration--
HBO.................... 6.9% 5.9% 5.2% 4.9% 4.6%
Basic revenue/basic
sub./month............. $ 4.99 $ 5.19 $ 5.69 $ 6.20 $ 6.35
Total revenue/basic
sub/month.............. $ 6.08 $ 6.42 $ 6.75 $ 6.97 $ 7.13
</TABLE>
- --------
(1) The increase in basic subscribers for the three months ended March 31, 1999
included 4,121 subscribers in Szczecin that switched from the
"intermediate" to the "basic" package.
(2) As part of the purchase of a minority interest in one of @Entertainment's
cable systems, @Entertainment sold an isolated part of that system to the
previous owner.
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An analysis of @Entertainment annual cable subscriber growth is presented
in the table below:
<TABLE>
<CAPTION>
December 31,
----------------------------------
1996 1997 1998
--------- --------- ---------
<S> <C> <C> <C>
Homes passed............................ 1,088,540 1,408,099 1,591,981
Basic subscribers....................... 437,999 606,630 698,342
Subscriber growth
Organic............................... 98,213 135,019 196,714
Through acquisition................... 108,657 110,919 7,478
Churn................................. (25,747) (77,307)(1) (112,480)(1)
--------- --------- ---------
Total net growth.................... 181,123 168,631 91,712
--------- --------- ---------
Basic penetration....................... 40.2% 43.1% 43.9%
Intermediate subscribers................ 22,626 29,653 40,037
Basic and intermediate subscribers...... 460,625 636,283 738,379
Broadcast subscribers................... 78,717 132,618 196,961
Total subscribers....................... 539,342 768,901 935,340
Premium subscribers--HBO................ -- 45,109 36,615
Premium penetration--HBO................ 0.0% 7.4% 5.2%
Basic revenue/basic subscribers/month... $4.36 $4.99 $5.69
Total revenue/basic subscribers/month... $6.35 $6.08 $6.75
</TABLE>
- --------
(1) The increases in churn were mainly due to increases in subscription rates
and the disconnection of non-paying customers.
DTH and Programming Segment Overview
The principal objectives of @Entertainment for the DTH and programming
segment are to develop, acquire and distribute high-quality Polish-language
programming that can be commercially exploited throughout Poland through DTH
and cable television exhibition, and to develop and maximize advertising sales.
@Entertainment's DTH roll-out strategy was to lease DTH reception systems
to up to 380,000 initial subscribers at promotional prices in the start-up
phase of its DTH service. The launch of its DTH service has been supported by
@Entertainment's development of the Wizja TV programming package, which
@Entertainment believes addresses the demand for high-quality Polish-language
programming in Poland.
As of June 30, 1999, @Entertainment had sold to Philips' authorized
retailers approximately 160,000 DTH packages, which include the rental of the
DTH reception system, installation and a one-year subscription to
@Entertainment's DTH service. As of June 30, 1999, Philips had sold and
installed approximately 146,095 of these packages to consumers.
In September 1998, the number of Philips authorized electronics retailers
distributing the Wizja TV package increased from 70 to 550, and since November
more than 1,200 retailers have been distributing the Wizja TV package. Each
store is staffed with personnel specifically trained by @Entertainment to
provide information on the Wizja TV packages. Installation personnel are also
trained to complete each customer's installation within 48 hours of order
placement.
As of December 31, 1998, @Entertainment had sold to Philips' authorized
retailers approximately 125,000 D-DTH packages, which included the rental of
the DTH reception system, installation and a one-year subscription to
@Entertainment's DTH service. As of December 31, 1998, Philips had sold and
installed approximately 95,400 of these packages to consumers. Subsequent to
March 31, 1999, @Entertainment began selling, instead of leasing, D-DTH
reception systems to consumers.
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Programming. @Entertainment, both directly and through other joint
ventures, produces television programming for distribution. @Entertainment has
developed a multi-channel, primarily Polish-language programming platform under
the brand name Wizja TV. Wizja TV's current channel line-up includes four
channels, Atomic TV, Wizja 1, Wizja Pogoda and Twoja Wizja, that are owned and
operated by @Entertainment, and 20 channels that are produced by third parties,
11 of which are broadcast under exclusive agreements for pay television in
Poland.
@Entertainment currently distributes Atomic TV and intends to distribute
the Wizja TV programming package to third party cable operators in Poland on a
per-subscriber fee basis. @Entertainment exchanged letters and continues
negotiations with two major cable associations in Poland with the objective of
making the Wizja TV programming package available for distribution within the
cable networks of other providers which are members of the associations.
@Entertainment expects to incur substantial operating losses and negative
cash flows related to the launch of its DTH business for at least the next two
years while it develops and expands its DTH subscriber base. To date,
@Entertainment has relied primarily on funds raised in its initial public
equity offering in August 1997, its 14 1/2% Senior Discount Notes offering in
July 1998, its Series C Senior Discount Notes offering in January 1999, its 14
1/2% Senior Discount Notes offering in January 1999, and its Cumulative
Preference Shares offering in January 1999 to fund the development of its DTH
business. @Entertainment's DTH business plan requires substantial capital
expenditures to fund, among other things, the promotional incentives that are
anticipated to be required to expand its DTH business. @Entertainment's
business plan anticipates spending up to approximately $150 million to provide
DTH reception systems to the 380,000 initial subscribers at a price that is
significantly decreased by promotional incentives in order to increase the
number of subscribers.
An analysis of DTH subscribers is presented in the table below:
@Entertainment, Inc.
Summary of Selected Operating Statistics
<TABLE>
<CAPTION>
December 31, June 30,
1998 1999
------------ --------
<S> <C> <C>
DTH
Satellite receiver packages sold to dealers.............. 125,167 159,827
Installed subscribers.................................... 95,378 146,095
Churn.................................................... -- --
Total subscribers........................................ 95,378 146,095
Premium subscribers--HBO--promotional(1)................. 76,633 16,755
Premium subscribers--HBO--paying......................... 15,555 76,179
HBO churn(2)............................................. 3,190 29,738
HBO churn................................................ 20.5% 39.0%
</TABLE>
- --------
(1) From July 5, 1998 to March 31, 1999 @Entertainment offered a three-month
trial period of the HBO Poland service to each new DTH subscriber. From
April 1, 1999, this was changed to a one-month trial period of the HBO
Poland service for each new DTH subscriber.
(2) The churn figures relate only to paying subscribers.
Six Months Ended June 30, 1999 Compared to Six Months Ended June 30, 1998
Cable Segment
Cable Television Revenue. Revenue from external customers increased $5.7
million or 23.2% from $24.6 million in the six months ended June 30, 1998 to
$30.3 million in the six months ended June 30,
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1999. This increase was primarily attributable to a 6.3% net increase in the
number of basic and intermediate subscribers from approximately 703,300 at June
30, 1998 to approximately 747,600 at June 30, 1999, as well as an increase in
monthly subscription rates. The increase in basic and intermediate subscribers
was primarily due to build-out of @Entertainment's existing cable networks.
Revenue from monthly subscription fees represented 93.3% and 98.2% of cable
television revenue for the six months ended June 30, 1998 and 1999,
respectively. The Company generated approximately $1.1 million of premium
subscription revenue during the six-month period ended June 30, 1999, as a
result of providing the HBO Poland service pay movie channel to cable
subscribers as compared to $1.6 million for the same period in 1998.
Direct Operating Expenses. Direct operating expenses increased $11.1
million, or 116.8%, from $9.5 million for the six months ended June 30, 1998 to
$20.6 million for the six months ended June 30, 1999, principally as a result
of the purchase of the Wizja TV programming package for approximately $10.3
million for the six months ended June 30, 1999, from @Entertainment's DTH and
Programming segment as well as the increased size of @Entertainment's cable
television system. Direct operating expenses increased from 38.6% of revenues
for the six months ended June 30, 1998 to 68.0% of revenues for the six months
ended June 30, 1999. However, without considering the programming cost for the
purchase of the Wizja programming package recorded in 1999, the comparison
would have been 31.7% and 34.0% for the six months ended June 30, 1998 and
1999, respectively.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses decreased $0.9 million or 10.3% from $8.7 million for
the six months ended June 30, 1998 to $7.8 million for the six months ended
June 30, 1999. This decrease was attributable to operating efficiencies
realized by @Entertainment in the six months ended June 30, 1999. As a
percentage of revenue, selling, general and administrative expenses decreased
from 35.4% for the six months ended June 30, 1998 to approximately 25.7% for
the six months ended June 30, 1999.
Depreciation and Amortization. Depreciation and amortization expense rose
$2.3 million, or 23.2%, from $9.9 million for the six months ended June 30,
1998 to $12.2 million for the six months ended June 30, 1999, principally as a
result of depreciation and amortization of additional cable television systems
and related goodwill acquired and the continued build-out of @Entertainment's
cable networks. Depreciation and amortization expense as a percentage of
revenues increased from 40.2% for the six months ended June 30, 1998 to 40.3%
for the six months ended June 30, 1999.
Each of these factors contributed to an operating loss of $3.5 million and
$10.4 million for the six months ended June 30, 1998 and 1999, respectively.
DTH and Programming Segment
DTH and Programming Revenue. DTH and programming revenue amounted to $0.9
million and $20.0 million for the six months ended June 30, 1998 and 1999,
respectively. Since @Entertainment only commenced the broadcast of its Wizja TV
programming package over its cable systems on June 5, 1998 and through its DTH
service in July 1998, no subscription revenue related to this segment existed
for the six months ended June 30, 1998.
Revenue from monthly subscription fees, after elimination of inter-segment
revenue from Poland Communications, Inc., a wholly owned subsidiary of
@Entertainment ("PCI"), represented 92.8% of DTH and programming revenue for
the six months ended June 30, 1999. Advertising revenue for the six months
ended June 30, 1999 represented 7.2% of DTH and programming revenue after the
inter-segment elimination.
Revenue from the supply of the Wizja TV programming package to
@Entertainment's cable systems, which is eliminated on consolidation,
represented $10.4 million of DTH and programming revenue for the six months
ended June 30, 1999.
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Direct Operating Expenses. Direct operating expenses increased $34.6
million, or 202.3%, from $17.1 million for the six months ended June 30, 1998
to $48.7 million for the six months ended June 30, 1999. These increases
principally were the result of the $19.2 million write down of DTH reception
systems included in inventory from April 1, 1999 to net realizable value, a
$12.6 million increase in programming costs in the six months ended June 30,
1999, and costs associated with the lease of three transponders on the Astra
satellites which provide the capability to deliver @Entertainment's Polish-
language programming platform to cable and DTH customers in Poland. Direct
operating expenses amounted to 244.7% of revenues for the six months ended June
30, 1999.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased $6.4 million or 35.2% from $18.2 million for
the six months ended June 30, 1998 to $24.6 million for the six months ended
June 30, 1999. As a percentage of revenue, selling, general and administrative
expenses amounted to approximately 126.7% and 123.5% for the three and the six
months ended June 30, 1999, respectively. The increase in selling, general and
administrative expenses over the corresponding 1998 period was attributable
mainly to sales and marketing expenses associated with the promotion of
@Entertainment's DTH service and Wizja TV programming platform, an increase in
the number of administrative staff associated with the Maidstone facility and
the Wizja TV programming platform, as well as an increase in professional fees
associated with obtaining long-term programming contracts and
broadcast/exhibition rights.
Depreciation and Amortization. Depreciation and amortization charges of DTH
tangible assets increased $6.1 million from $0.9 million for the three months
ended June 30, 1998 to $7.0 million for the three months ended June 30, 1999
and increased $9.5 million from $1.0 million for the six months ended June 30,
1998 to $10.5 million for the six months ended June 30, 1999. Depreciation and
amortization expense as a percentage of revenues amounted to 37.6% for the six
months ended June 30, 1999. This primarily relates to DTH production equipment
and decoders leased to consumers.
Each of these factors contributed to an operating loss of $63.9 million for
the six months ended June 30, 1999, compared to an operating loss of $35.4
million for the six months ended June 30, 1998.
Corporate Segment
Corporate segment consists of corporate overhead costs. @Entertainment
continues to evaluate opportunities for improving its operations and reducing
its cost structure. Corporate expenses amounted to $4.8 million for the six
months ended June 30, 1999, as compared to $3.8 million for the corresponding
period in 1998.
Non-Operating Result
Interest Expense. Interest expense increased $17.3 million, or 247.1%, from
$7.0 million for the six months ended June 30, 1998 to $24.4 million for the
six months ended June 30, 1999. Interest expense increased mainly as a result
of the accretion of interest on the $252 million aggregate principal amount at
maturity of @Entertainment's 14 1/2% Senior Discount Notes due 2008, which were
issued on July 14, 1998, $256.8 million aggregate principal amount at maturity
of @Entertainment's 14 1/2% Senior Discount Notes due 2009, which were issued
on January 22, 1999 and $36.0 million aggregate principal
amount at maturity of @Entertainment's 7% Series C Senior Discount Notes due
2008 issued on January 20, 1999. In addition, the increase is a result of loans
assumed by @Entertainment in its acquisition of subsidiaries and an additional
loan drawdown in June 1998.
Interest and Investment Income. Interest and investment income increased
$0.9 million, or 60.0%, from $1.5 million for the six months ended June 30,
1998 to $2.4 million for the six months ended June 30, 1999, primarily due to
investment of part of the proceeds from the notes and preferred stock
issuances.
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Equity In Profits Of Affiliated Companies. @Entertainment recorded $0.5
million of equity in losses of affiliated companies for the six months ended
June 30, 1999 compared to $0.7 million of equity in profits of affiliated
companies for the six months ended June 30, 1998. The losses relate to
amortization of goodwill of @Entertainment's 50% investment in Twoj Styl, a
publishing company and 20% investment in Fox Kids Poland.
Foreign Exchange Loss, Net. For the six months ended June 30, 1999, foreign
exchange loss amounted to $2.0 million, primarily due to the 10.8% appreciation
of the U.S. dollar against the Polish zloty in the six months ended June 30,
1999.
Minority Interest. No minority interest was recorded for the six months
ended June 30, 1999 compared to minority interest income of $207,000 for the
corresponding period in 1998. All minority interest was eliminated in 1998 as
the minority interest share of the losses in subsidiaries exceeded the value of
minority interest investments.
Net Loss. For the six months ended June 30, 1998 and 1999, @Entertainment
had net losses of $48.3 million and $103.0 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 a loss of $48.3 million for the six months ended
June 30, 1998 to a loss of $105.0 million for the six months ended June 30,
1999, due to the accretion of preferred stock and the factors discussed above.
For the six months ended June 30, 1999, net loss applicable to common
stockholders included $2.0 million related to the accretion of redeemable
preferred stock.
1998 Compared To 1997
Cable Segment
Cable Television Revenue. Revenue increased $14.9 million or 39.1% from
$38.1 million in the year ended December 31, 1997 to $53.0 million in the year
ended December 31, 1998. This increase was primarily attributable to a 16% net
increase in the number of basic and intermediate subscribers from approximately
636,300 at December 31, 1997 to approximately 738,000 at December 31, 1998, as
well as an increase in monthly subscription rates. @Entertainment introduced
the Wizja TV programming package on its cable systems for basic subscribers on
June 5, 1998, and after an initial free period, increased prices significantly
in September 1998. Approximately 91.85% of the increase in basic subscribers
was the result of build-out of @Entertainment's existing cable networks and the
remainder was due to acquisitions.
Revenue from monthly subscription fees represented 90.1% of cable
television revenue for the year ended December 31, 1997 and 88.9% for the year
ended December 31, 1998. During the year ended December 31, 1998,
@Entertainment generated approximately $3.1 million of additional premium
subscription revenue as a result of providing the HBO Poland service and Canal+
premium movie channels to cable subscribers as compared to $1.0 million for the
year ended December 31, 1997.
Direct Operating Expenses. Direct operating expenses increased $23.0
million, or 194.9% from $11.8 million for the year ended December 31, 1997 to
$34.8 million for the year ended December 31, 1998, principally as a result of
the purchase in 1998 of the Wizja TV programming package from @Entertainment's
DTH and programming segment, higher levels of technical personnel and increased
maintenance expenses associated with recently acquired networks as well as the
increased size of @Entertainment's cable television system. Direct operating
expenses increased from 31.0% of revenues
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for the year ended December 31, 1997 to 65.7% of revenues for the year ended
December 31, 1998. However, without considering the intersegment charge for the
Wizja TV programming package, direct operating expenses as a percentage of
revenue would have been 41.0% in 1998.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses decreased $10.7 million or 35.3% from $30.3 million for
the year ended December 31, 1997 to $19.6 million for the year ended December
31, 1998. A portion of this decrease was attributable to non-recurring, non-
cash compensation expense of approximately $9.4 million recorded in the year
ended December 31, 1997 in connection with stock options granted to certain key
executives. Selling, general and administrative expenses decreased from 79.5%
of revenues for the year ended December 31, 1997 to 37.0% for the year ended
December 31, 1998. However, without considering the non-cash compensation
expense related to the stock options described above, selling, general and
administrative expenses as percentage of revenues would have been 54.9% in
1997. This percentage decrease was attributable to operating efficiencies
realized by @Entertainment in 1998.
Depreciation and Amortization. Depreciation and amortization expense rose
$5.3 million, or 32.5%, from $16.3 million for the year ended December 31, 1997
to $21.6 million for the year ended December 31, 1998 principally as a result
of depreciation and amortization of additional cable television systems and
related goodwill acquired and the continued build-out of @Entertainment's cable
networks. Depreciation and amortization expense as a percentage of revenues
decreased from 42.8% for the year ended December 31, 1997 to 40.8% for the year
ended December 31, 1998.
Each of these factors contributed to an operating loss of $20.3 million for
the year ended December 31, 1997 and $23.1 million for the year ended December
31, 1998.
DTH and Programming Segment
DTH and Programming Revenue. DTH and programming revenue amounted to $22.3
million for the year ended December 31, 1998. Revenue from the supply of the
Wizja TV programming package to @Entertainment's cable systems, which
eliminates on consolidation, represented $12.9 million or 57.8% of DTH revenue
for the year ended December 31, 1998.
Since @Entertainment only commenced the broadcast of its Wizja TV
programming package over its cable systems on June 5, 1998 and through its DTH
service in July 1998, there were no revenues related to this segment in 1997.
Revenue from subscription fees, after elimination of revenue from the cable
segment represented 88.6% of D-DTH revenue for the year ended December 31,
1998. Advertising and other revenue for the year ended December 31, 1998
represented 11.3% of DTH revenue after elimination of inter-segment revenues.
Direct Operating Expenses. Direct operating expenses increased $37.6
million, from $2.8 million for the year ended December 31, 1997 to $40.4
million for the year ended December 31, 1998. These costs principally were the
result of the following: programming costs for the Wizja TV platform of $22.6
million, expenses associated with the establishment of a satellite up-link and
studio facility located in Maidstone, U.K., the $4.1 million in costs for the
development of the Wizja TV brand name, and costs associated with the lease of
three transponders on the Astra satellites which provide the capability to
deliver @Entertainment's Polish-language programming platform to cable and DTH
customers in Poland. Direct operating expenses amounted to 181.2% of revenues
for the year ended December 31, 1998.
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Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased $38.9 million or 525.7% from $7.4 million for
the year ended December 31, 1997 to $46.3 million for the year ended December
31, 1998. As a percentage of revenue, selling, general and administrative
expenses amounted to approximately 207.6% for the year ended December 31, 1998.
The increase in selling, general and administrative expenses was attributable
mainly to an increase in sales and marketing expenses incurred in preparation
for launch and operation of @Entertainment's DTH service and Wizja TV
programming package, installation and distribution costs associated with the
sale of Wizja TV programming packages, an increase in the number of
administrative staff associated with the Maidstone facility, a $5 million
payment to Philips to compensate it for costs incurred as a result of a
temporary suspension of production of the DTH reception systems, as well as an
increase in professional fees associated with obtaining long-term programming
contracts and broadcast/exhibition rights, and negotiations with TKP, a Polish
pay television provider, regarding a potential joint venture.
Depreciation and Amortization. @Entertainment incurred $4.7 million in
depreciation and amortization for the year ended December 31, 1998.
Depreciation and amortization expense as a percentage of revenues amounted to
21.1% for the year ended December 31, 1998.
Each of these factors contributed to an operating loss of $69.0 million for
the year ended December 31, 1998 compared to an operating loss of $10.2 million
for the year ended December 31, 1997.
Corporate and Other Segment
Corporate and other expenses consist of corporate overhead costs which
primarily include remuneration of corporate employees, costs associated with
operation of @Entertainment's corporate offices, consulting fees and certain
legal costs. Corporate expenses amounted to $8.7 million for the year ended
December 31, 1998 compared with $12.2 million for the year ended December 31,
1997. Included in 1997 costs is an $8.7 million non-cash compensation expense
relating to stock options granted to certain key executives.
Non Operating Results
Interest Expense. Interest expense increased $8.1 million, or 58.3%, from
$13.9 million for the year ended December 31, 1997 to $22.0 million for the
year ended December 31, 1998 mainly as a result of the accretion of interest on
the $252.0 million aggregate principal amount at maturity of @Entertainment's
14 1/2% Senior Discount notes due 2008, which were issued on July 14, 1998.
Interest And Investment Income. Interest and investment income decreased
$2.4 million, or 41.4%, from $5.8 million for the year ended December 31, 1997
to $3.4 million for the year ended December 31, 1998, primarily due to
reduction of cash balances resulting from the increased payments and expenses
described above and decrease in interest rates.
Equity In Losses Of Affiliated Companies. @Entertainment recorded $6.3
million of equity in losses of affiliated companies for the year ended December
31, 1998. The amount relates to the equity accounting of @Entertainment's 50%
investment in Twoj Styl, a publishing company, and its 20% investment in Fox
Kids Poland Ltd., a channel content provider.
Foreign Exchange Loss, Net. For the year ended December 31, 1998, foreign
exchange loss amounted to $0.1 million. For the year ended December 31, 1997,
foreign exchange loss amounted to $1.0 million.
Minority Interest. No minority interest was recorded for the year ended
December 31, 1998, compared to minority interest expense of $3.6 million for
the corresponding period in 1997. The 1997 expense represents a fourth quarter
adjustment to write-off certain receivable balances that were not
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recoverable. All minority interests were eliminated in 1998 as the minority
interest share of the losses exceeded the value of the minority interest
investments.
Net Loss. For the year ended December 31, 1997, @Entertainment had a net
loss of $54.8 million and for the year ended December 31, 1998, @Entertainment
had a net loss of $126.1 million. These losses were the result of the factors
discussed above.
Net Loss Applicable To Common Stockholders. Net loss applicable to common
stockholders increased from a loss of $91.1 million for the year ended December
31, 1997 to a loss of $126.1 million for the year ended December 31, 1998 due
to the factors discussed above. For the year ended December 31, 1997, net loss
applicable to common stockholders included the excess of consideration paid for
preferred stock over the carrying amount of such stock of $33.8 million and
$2.4 million related to the accretion of redeemable preferred stock.
1997 Compared to 1996
Cable Segment
Cable Television Revenue. Revenue increased $13.2 million or 53.0% from
$24.9 million in the year ended December 31, 1996 to $38.1 million in the year
ended December 31, 1997. This increase was primarily attributable to a 45.2%
net increase in the number of basic and intermediate subscribers from
approximately 460,000 at December 31, 1996 to approximately 636,000 at December
31, 1997, as well as an increase in monthly subscription rates. Approximately
69.3% of the increase in basic subscribers was the result of acquisitions and
the remainder was due to expansion of @Entertainment's existing cable networks.
Revenue from monthly subscription fees represented 87.2% of cable
television revenue for the year ended December 31, 1996 and 90.1% of cable
television revenue in 1997. Installation fee revenue for the year ended
December 31, 1997 decreased by 6.3% compared to the year ended December 31,
1996, from $3.2 million to $3.0 million due to a reduction in installation
charges. During the year ended December 31, 1997, @Entertainment generated
approximately $56,000 of additional premium subscription revenue and
approximately $941,000 of additional premium channel installation revenue as a
result of providing the HBO Poland service pay movie channel to cable
subscribers.
Direct Operating Expenses. Direct operating expenses increased $4.6
million, or 63.9%, from $7.2 million in 1996 to $11.8 million in 1997,
principally as a result of higher levels of technical personnel and increased
maintenance expenses associated with recently acquired networks as well as the
increased size of @Entertainment's cable television system. Direct operating
expenses as a percentage of revenues increased from 28.9% for the year ended
December 31, 1996 to 31.0% for the year ended December 31, 1997.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased $21.0 million or 225.8% from $9.3 million for
the year ended December 31, 1996 to $30.3 million for the year ended December
31, 1997. A portion of this increase was attributable to the non-recurring,
non-cash compensation expenses of $9.4 million recorded in the year ended
December 31, 1997 related to stock options granted to key executives. The
remainder of the increase was attributable to an increase in sales and
marketing expenses incurred in newly acquired networks, costs associated with
the agreement relating to sale of advertising on Atomic TV, and the cost of
launching the distribution of the HBO Poland service premium pay movie channel.
Compensation expense also increased as @Entertainment established in 1997 a
management team of senior executives who have significant experience in the
cable television and programming business.
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As a percentage of revenue, selling, general and administrative expenses
increased from 37.3% for 1996 to approximately 79.5% for 1997. However, without
considering the non-cash compensation expense related to the stock options
described above, selling, general and administrative expenses as a percentage
of revenues would have been 54.9% in 1997.
Depreciation and Amortization. Depreciation and amortization expense rose
$6.5 million, or 66.3%, from $9.8 million for the year ended December 31, 1996
to $16.3 million for the year ended December 31, 1997 principally as a result
of depreciation and amortization of additional cable television systems and the
continued build-out of @Entertainment's cable networks. Depreciation and
amortization expense as a percentage of revenues increased from 39.4% for the
year ended December 31, 1996 to 42.8% for the year ended December 31, 1997.
Each of these factors contributed to an operating loss of $1.3 million for
the year ended December 31, 1996 and $20.3 million for the year ended December
31, 1997.
DTH and Programming Segment
DTH and Programming Revenue. @Entertainment generated no DTH and
programming revenue for the years ended December 31, 1997 and 1996 since
@Entertainment only commenced the broadcast of its Wizja TV programming package
over its cable systems on June 5, 1998 and through its DTH service in July
1998.
Direct Operating Expenses. The DTH and programming segment incurred direct
operating expenses of approximately $2.8 million for the year ended December
31, 1997. There were no direct operating expenses related to this segment in
1996.
Selling, General and Administrative Expenses. The DTH and programming
segment incurred selling, general and administrative expenses of approximately
$7.4 million for the year ended December 31, 1997. There were no selling,
general and administrative expenses related to this segment in 1996.
Depreciation and Amortization. The DTH and programming segment incurred
$24,000 of depreciation and amortization charges of DTH tangible assets in the
year ended December 31, 1997. There was no depreciation and amortization
expense related to this segment in 1996.
Each of these factors contributed to an operating loss which amounted to
$10.2 million for the year ended December 31, 1997. There was neither operating
loss nor gain related to this segment in 1996.
Corporate and Other Segment
Corporate and other expenses consist of corporate overhead costs. Corporate
expenses for the year ended December 31, 1997 amounted to $12.2 million which
included $8.7 million of non-cash compensation expense relating to stock
options granted to certain key executives.
Non Operating Results
Interest Expense. Interest expense increased $9.2 million, or 195.7%, from
$4.7 million for the year ended December 31, 1996 to $13.9 million for the year
ended December 31, 1997 mainly due to the inclusion of a full year's interest
on Poland Communications, Inc.'s 9 7/8% Senior notes due 2003 which were issued
in October 1996.
Interest and Investment Income. Interest and investment income increased
$4.5 million, or 346.2%, from $1.3 million for the year ended December 31, 1996
to $5.8 million for the year ended December 31,
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1997, primarily due to the income derived from the investment of a portion of
the net proceeds from the issuance of Poland Communications, Inc.'s 9% Senior
notes in October 1996 and @Entertainment's initial public equity offering in
August 1997.
Foreign Exchange Loss, Net. For the year ended December 31, 1997 foreign
exchange loss amounted to $1.0 million compared to a foreign exchange loss of
$761,000 for the year ended December 31, 1996, primarily due to less favorable
exchange rate fluctuations.
Minority Interest. Minority interest in subsidiary loss was $3.6 million
for the year ended December 31, 1997, resulting from a fourth quarter
adjustment to write off certain receivable balances that were not recoverable,
compared to minority interest in subsidiary income of $1.9 million for the
corresponding period in 1996.
Extraordinary Item. During 1996 @Entertainment prepaid a loan from Overseas
Private Investment Corporation ("OPIC"), resulting in an extraordinary loss of
$1.7 million, consisting of a prepayment penalty of $147,000 and non-cash
charge of $1,566,000 to write off deferred financing costs.
Net Loss. For the year ended December 31, 1996 and 1997, @Entertainment had
net losses of $6.6 million and $54.8 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 a loss of $7.7 million for the year ended December
31, 1996 to a loss of $91.1 million for the year ended December 31, 1997 due to
the excess of consideration paid for preferred stock over the carrying amount
of such stock of $33.8 million and the factors discussed above. For the year
ended December 31, 1997, net loss applicable to common stockholders included
$2.4 million related to the accretion of redeemable preferred stock.
Liquidity And Capital Resources
@Entertainment has met its cash requirements in recent years primarily with
(i) capital contributions and loans from certain of @Entertainment's principal
stockholders, (ii) borrowings under available credit facilities, (iii) cash
flows from operations, (iv) the sale by PCI of $130 million of 9 7/8% Senior
Notes due 2003 and 9 7/8% Series B Senior Notes due 2003 (collectively, the
"PCI Notes"), (v) the sale of approximately $200 million of common stock
through @Entertainment's initial public equity offering in August 1997 and (vi)
the sale of $252 million at maturity of 14 1/2% Senior Discount Notes due 2008
in July 1998.
On January 19, 1999 @Entertainment sold $36,001,321 principal amount at
maturity of its Series C Senior Discount Notes due 2008 to an initial purchaser
pursuant to a purchase agreement for gross proceeds of approximately $9.8
million. The Series C Senior Discount Notes were issued pursuant to an
indenture.
On January 22, 1999 @Entertainment also sold $256.8 million principal
amount at maturity of its 14 1/2% Senior Discount Notes due 2009 to initial
purchasers pursuant to a purchase agreement for gross proceeds of approximately
$96.0 million. The 14 1/2% Senior Discount Notes were issued pursuant to an
indenture.
Pursuant to the indentures governing the PCI Notes, the 14 1/2% Senior
Discount Notes sold on July 14, 1998 and the Series C Senior Discount Notes
sold on January 19, 1999 and the 14 1/2% Senior Discount Notes sold on January
22, 1999, @Entertainment is subject to certain restrictions and covenants,
including, without limitation, covenants with respect to the following matters:
. limitation on indebtedness;
. limitation on restricted payments;
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. limitation on issuances and sale of capital stock of restricted
subsidiaries;
. limitation on transactions with affiliates;
. limitation on liens;
. limitation of guarantees of indebtedness by subsidiaries;
. purchase of the notes upon a change of control;
. limitation on sale of assets;
. limitation on dividends and other payment restrictions affecting
restricted subsidiaries;
. limitation on investments in unrestricted subsidiaries;
. consolidations, mergers, and sale of assets;
. limitation on lines of business; and
. limitation on change of ownership.
@Entertainment is in compliance with these covenants. For purpose of the
above-mentioned indentures, the consummation of our tender offer on August 5,
1999 resulted in a change in control of @Entertainment, and as a result,
@Entertainment will be obligated to offer to repurchase any notes that the
noteholders put to @Entertainment. In the case of the notes issued by
@Entertainment, @Entertainment will be required to offer to purchase the notes
at 101% of their accreted value, plus accrued and unpaid interest. In the case
of the PCI notes, @Entertainment will be required to offer to purchase the PCI
notes at 101% of their principal amount, plus accrued and unpaid interest. If
all of the note holders of the notes issued by both @Entertainment and PCI
were to put their notes, @Entertainment would be required to pay $410.7
million to repurchase the notes. However, @Entertainment does not expect that
a significant amount of notes will be put to @Entertainment given the current
market prices of the @Entertainment and PCI notes for repurchase.
On January 22, 1999 @Entertainment also sold Series A 12% Cumulative
Preference Shares, Series B 12% Cumulative Preference Shares and Warrants,
with gross proceeds of approximately $48.2 million.
@Entertainment had negative cash flows from operating activities for the
six months ended June 30, 1998 and 1999 of $29.7 million and $71.1 million,
respectively, due to the significant operating costs associated with the
promotion and operation of its DTH service and the Wizja TV programming
package.
Cash used for the purchase and build-out of @Entertainment's cable
television networks, DTH equipment and the purchase of other property, plant
and equipment was $20.3 million in the six months ended June 30, 1999 and
$45.5 million in the corresponding period in 1998. The decrease primarily
relates to the purchase of fixed assets related to the development of the
Maidstone uplink facility for the three months ended June 30, 1998. Cash used
for the acquisition of subsidiaries, net of cash received, was $0 million and
$10.6 million for the six months ended June 30, 1999 and 1998, respectively.
At June 30, 1999, @Entertainment was committed to pay at least
approximately $488 million in guaranteed payments (including but not limited
to payments for the DTH Reception Systems and payments of guaranteed minimum
amounts due under programming agreements and satellite transponder leases)
over the next nine years, of which at least approximately $188 million was
committed through the end of 2000. These payments may increase if
@Entertainment enters into additional programming agreements.
@Entertainment intends to use:
. the net proceeds of its sale of the 14 1/2% Senior Discount Notes due
2009, which was approximately $96.0 million (after deducting offering
expenses and the initial purchasers' discount),
. the net proceeds of the sale of the Series A 12% Cumulative Preference
Shares, the Series B 12% cumulative Preference Shares and Warrants,
which was approximately $48.2 million (after deducting offering expenses
and commissions), and
. the net proceeds of the sale of the Series C Senior Discount Notes,
which was approximately $9.5 million (after deducting offering expenses
and the initial purchaser's discount)
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for the following purposes:
. to fund capital expenditures, operating losses and working capital
primarily related to the development and operation of its DTH business,
and
. for general corporate purposes and certain other investments, including
the possible acquisition of cable television networks and certain
minority interests in subsidiaries which are held by unaffiliated third
parties.
In the event that @Entertainment and TKP are able to reach an agreement
regarding a joint venture, investment or some other form of cooperation,
@Entertainment's use of net proceeds from these three recent offerings may be
reallocated and some portion thereof may be used to fund participation in a
joint venture.
In connection with the Agreement and Plan of Merger, @Entertainment's
preferred stockholders granted to us the option to purchase all of the
preference shares at a purchase price per share equal to the liquidation
preference of such shares plus all accrued and unpaid dividends thereon on the
date of purchase. We purchased all of these preference shares on August 6, 1999
and these preference shares were subsequently canceled.
@Entertainment believes that the net proceeds of these three recent
offerings and cash on hand will provide @Entertainment with sufficient capital
to fulfill its current business plan and to fund these commitments until it
achieves positive cash flow from operations. @Entertainment expects that it
will require additional external funding for its business development plan in
years subsequent to 1999 if it continues to provide DTH reception systems
(other than the 380,000 initial subscribers) at the promotional prices
@Entertainment is now charging in the start-up phase of its DTH service.
@Entertainment will need to attract a substantial number of additional DTH
subscribers beyond the 380,000 initial subscribers in order to repay principal
and interest on its outstanding notes. Future sources of financing for
@Entertainment could include public or private debt or equity offerings or bank
financing or any combination thereof, subject to the restrictions contained in
the indentures governing @Entertainment's senior indebtedness.
Moreover, if @Entertainment'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 the net proceeds from its recent offerings,
existing cash, and projected cash flow from operations prove to be
insufficient, @Entertainment may need to obtain greater amounts of additional
financing. While it is @Entertainment'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 @Entertainment
in the future, or, if available, that they could be obtained on terms
acceptable to @Entertainment.
Year 2000 Compliance
@Entertainment's cable television, DTH and programming operations are
dependent upon computer systems and other technological devices with imbedded
microprocessor chips that are intended to utilize dates and process data beyond
December 31, 1999. In January 1997, @Entertainment developed a plan to address
the impact that potential Year 2000 problems may have on @Entertainment
operations and to implement necessary changes to address such problems (the
"Y2K Plan"). During the course of the development of its Y2K Plan,
@Entertainment has identified certain critical operations, which need to be
Year 2000 compliant for @Entertainment to operate effectively. These critical
operations include accounting and billing systems, customer service and service
delivery systems, and field and headend devices.
Largely as a result of its high rate of growth over the past few years,
@Entertainment has entered into an agreement to purchase a new system to
replace its current accounting system and an agreement to purchase specialized
billing software for @Entertainment's new customer service and billing center.
The
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vendors of the new accounting system and of the billing software have confirmed
to @Entertainment that these products are Year 2000 compliant. @Entertainment
has completed the testing phase of the new accounting system, and the
implementation phase was substantially completed at the end of 1998.
@Entertainment has implemented the new billing software for DTH subscribers and
expects implementation of the billing software to be completed for the majority
of its cable subscribers by the end of 1999.
@Entertainment believes that its most significant Year 2000 risk is its
dependency upon third party programming, software, services and equipment,
because @Entertainment does not have the ability to control third parties in
their assessment and remediation procedures for potential Year 2000 problems.
Should these parties not be prepared for Year 2000 conversion, their products
or services may fail and may cause interruptions in, or limitations upon,
@Entertainment's provision of the full range of its DTH and/or cable service to
its customers. In an effort to prevent any such interruptions or limitations,
@Entertainment is in the process of communicating with each of its material
third party suppliers of programming, software, services and equipment to
determine the status of their Year 2000 compliance programs. @Entertainment
expects to complete this process by September 30, 1999, and it anticipates that
all phases of its Y2K Plan will be completed by December 31, 1999.
@Entertainment has not yet developed a contingency plan to address the
situation that may result in @Entertainment or its third party suppliers are
unable to achieve Year 2000 compliance with regard to any products or services
utilized in @Entertainment's operations. @Entertainment does not intend to
decide on the development of such a contingency until has gathered all of the
relevant Year 2000 compliance data from its third party suppliers.
@Entertainment has not yet determined the full cost of its Y2K Plan and its
related impact on the financial condition of @Entertainment. @Entertainment has
to date not incurred any replacement and remediation costs for equipment or
systems as a result of Year 2000 non-compliance. Rather, due to the rapid
growth and development of its cable system and its DTH service, @Entertainment
had made substantial capital investments in equipment and systems for reasons
other than Year 2000 concerns. The total cost of @Entertainment's new
accounting system and billing software package is estimated to be approximately
$3.0 million.
@Entertainment believes that any Year 2000 compliance issues it may face
can be remedied without a material financial impact on @Entertainment, but no
assurance can be made in this regard until all of the data has been gathered
from @Entertainment's third party suppliers. At June 30, 1999 @Entertainment
could not predict the financial impact on its operations if Year 2000 problems
are caused by products or services supplied to @Entertainment by such third
parties.
Current or Accumulated Earnings and Profits
For the six months ended June 30, 1999, @Entertainment had no current or
accumulated earnings and profits. Therefore, none of the interest which
accreted during the six months ended June 30, 1999 with respect to
@Entertainment's 14 1/2% Senior Discount Notes due 2008 and its 14 1/2% Series
B Discount Notes due 2008, will be deemed to be a "Dividend Equivalent Portion"
as such term is defined in Section 163(e)(5)(B) of the Internal Revenue Code,
as amended.
Impact of New Accounting Standards Not Yet Adopted
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities" which
establishes standards of accounting for these transactions. SFAS No. 133 is
effective for @Entertainment beginning on July 1, 2000. @Entertainment had no
derivative instruments or hedging activities as of June 30, 1999.
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BUSINESS
We own and operate broadband communications networks in 11 countries in
Europe and in Israel. We provide communications services in many European
countries through our three business lines: cable television, telephone and
Internet/data services. Our subscriber base is one of the largest of any group
of broadband communications networks operated across Europe.
Our Growth Strategy
We believe our leading position in providing video services across Europe
will help us to expand and integrate our three lines of business. Our goal is
to enhance our position as a leading pan-European distributor of video
programming services and to become a leading pan-European provider of telephone
services and Internet/data services, offering a one-stop shopping solution for
personal and business communication needs.
The key elements of our strategy to achieve this goal are to:
. continue to increase our average cable revenue per subscriber by
developing our expanded basic tier service, pay-per-view, video on demand
and audio-only program offerings;
. continue to upgrade our systems and take advantage of our upgraded
broadband infrastructure and high cable penetration to offer telephone
and Internet/data services to residential and business customers;
. continue to position Priority Telecom as our high quality, pan-European,
full-service branded telephone product with competitive pricing and
superior service;
. capitalize on our ability to provide high speed Internet access through
our chello portal, aggregate and integrate content into the portal and
develop e-commerce and advertising lines of business;
. continue to develop our programming business and partnerships in order to
secure high quality programming content for our systems and for sale to
other television operators;
. utilize digital distribution technology to deliver and integrate our
video, Internet/data and programming businesses; and
. continue to acquire systems and increase the percentage we own in some
systems in order to expand our coverage and implement our branded,
packaged video, voice and data product offerings.
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Implementation of New Services
The following table shows, in respect of our existing systems, the status
of the implementation of the new services that we are adding in addition to our
existing basic video services.
<TABLE>
<CAPTION>
Services Launched or Currently Planned For Launch
---------------------------------------------------------------------
Video Internet/Data Telephone
--------------------------------- ------------------------ ----------
Expanded Premium Impulse Pay- Internet/Data chello Cable
Basic Tier Channels Per-View Services Portal Telephone
---------- --------- ------------ ------------- ---------- ----------
Western Europe:
<S> <C> <C> <C> <C> <C> <C>
Austria............... May 1997 -- May 1997 Sept. 1997 June 1999 Feb. 1999
Belgium............... Oct. 1996 1989 Planned Sept. 1997 March 1999 Planned
France................ Oct. 1996 Oct. 1996 May 1998 March 1999 June 1999 March 1999
The Netherlands
A2000................ Oct. 1996 1989 Apr. 1997 Oct. 1997 Planned July 1997
UTH(1)............... Dec. 1996 1988 June 1998 Nov. 1997 June 1999 May 1999
Malta................. 1994 1994 Planned Planned Planned --
Norway................ 1989 1990 Planned Mar. 1998 March 1999 Apr. 1999
Central and Eastern Europe:
Czech Republic........ 1994 1994 -- -- Planned --
Hungary............... 1991 1991 -- Planned Planned --
Romania............... Apr. 1998 Feb. 1998 -- -- -- --
Slovakia.............. 1995 Apr. 1997 -- Planned -- --
Israel................ 1990 -- 1994 -- Planned --
</TABLE>
- --------
(1) Some of these services were launched by KTE or Combivisie prior to the
formation of UTH.
As we introduce new services, we will promote Priority Telecom and chello
broadband as independent brands, within both UPC systems and non-affiliated
cable systems. In addition, a key element of our strategy is to market the
products in our three lines of business as an integrated, branded package of
services, establishing UPC as a unified brand. We plan to increasingly market
our expanded array of products as a value package offering, which we believe
will be attractive to subscribers.
UPC Video Services: Video Distribution and Programming
Video Distribution Overview
We own and operate established cable television systems and are expanding
and upgrading those systems. At June 30, 1999, our operating systems had
approximately 3.8 million aggregate subscribers to their basic tier video
services. Video distribution services accounted for approximately 92.4% of our
consolidated revenue in 1998. Pro forma for the new acquisitions, other than
the recently announced Kabel Haarlem acquisition, we had 5.6 million aggregate
subscribers to our basic tier video service at June 30, 1999, excluding 146,095
DTH subscribers. We offer our subscribers some of the most advanced analog
video services available today and a large choice of FM radio programs and plan
to increase our offerings through an integrated digital set-top box. In
addition, because many of our operations are two-way capable, we have been able
to add more services. In many systems, for example, we have introduced impulse
pay-per-view services, which enable subscribers to our expanded basic tier to
select and purchase programming services, such as movies and special events,
directly by remote control.
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Growth Strategy
We are focusing on a multi-part growth strategy, the key elements of which
are to:
. continue to increase our average revenue per subscriber by developing our
expanded basic tier service, pay-per-view, video on demand and audio-only
program offerings,
. continue to develop our programming business in order to secure high
quality programming content for our systems and for sale to other
television operators, and
Continue to Increase Video Service Revenue Per Subscriber
We plan to continue increasing our average revenue per subscriber by
expanding our video services program offerings in the expanded basic tier
service, pay-per-view and digital audio areas. We plan to continue improving
our expanded basic tier offerings by adding new channels and, where possible,
migrate popular commercial channels into the expanded basic tier service.
Generally, basic tier pricing is regulated while the expanded basic tier is not
price-regulated. In addition, we plan to offer subscribers additional choice by
offering thematic groupings of tiered video services in a variety of genres and
by increasing the number and time availability of pay-per-view offerings. For
example, we currently offer six to nine pay-per-view offerings but anticipate
that, once our digital distribution platform is operational, we will offer over
75 channels of near video on demand pay-per-view programming. Near video on
demand is an advanced television service that provides premium programming,
movies and events on numerous channels each with a staggered starting time at
frequent intervals. Because of the frequent starting times, subscribers have a
greater number of purchase opportunities relatively "on demand."
We have increased our average revenue per subscriber by offering enhanced
video services in the form of impulse pay-per-view services in some of our
markets for several years. In Israel, Tevel's 250,000 subscribers with two-way
capabilities buy an aggregate of more than 100,000 pay-per-view programs per
month, for an average monthly buy rate of 0.4 per subscriber. In our Austrian
and the A2000 systems, during 1998, the average impulse pay-per-view monthly
buy rate was over 1.7 and 1.0 per expanded basic tier subscriber, respectively.
The chart below sets forth for the six months ended June 30, 1999, the
average monthly revenue per subscriber for certain of our systems, as well as
in the United Kingdom and the United States, countries of comparable per capita
income where these types of enhanced services have been offered for longer
periods. Although we do not expect that we will achieve the average monthly
revenue per subscriber in our systems that is realized in the United Kingdom
and the United States, these figures illustrate the potential to increase our
average monthly revenue per subscriber through the introduction of enhanced
service offerings. Information for the U.K. and U.S. comes from Kagan World
Media, Ltd.
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Average monthly revenue per video subscriber for selected UPC systems
and for the U.K. and the U.S. for the six months ended
June 30, 1999 (in Dutch Guilders)
[GRAPH APPEARS HERE]
The higher average revenue per subscriber in our Israeli, Norwegian and
Maltese systems is attributable to offering enhanced video services. Depending
on the system, this was done through introducing new channels, including
country-specific program channels, introducing stand-alone pay-per-view and
through migrating channels from rate-regulated basic service to unregulated
tiers.
Our management team has substantial experience in the European cable
television industry and has demonstrated the potential to increase revenue per
basic cable television subscriber by offering additional services that appeal
to our subscribers. We believe that we have the opportunity to apply these
principles to our recently acquired systems and our new acquisitions, which
currently have much lower revenues per subscriber, while adding major
innovations in pan-European programming and distribution to increase further
our average revenue per subscriber in all systems.
Continue to Develop Programming Business
We have been involved in several country-specific programming ventures
including ventures dedicated to creating channels for Spain, Czech Republic,
Hungary, Israel and Malta. Together, these programming ventures have developed
channels in key genres including sports, children, documentary and movies,
which are subtitled or dubbed in the local language. We believe that our
programming ventures add value to our cable television networks by providing
compelling content to our subscribers. In connection with our acquisition of
Time Warner's interest in the Hungary cable television systems, Time Warner has
purchased our interests in the Czech and Hungarian programming services.
We own 80% of Tara, having recently acquired United's 75% interest in Tara.
Tara provides Irish general entertainment programming to the U.K. markets. The
remaining 20% of Tara is owned by RTE Commercial Enterprises Ltd., an affiliate
of the Irish national broadcasting company. In addition, we recently acquired
United's 33.5% interest in IPS. In May 1999, we acquired a further 16.5%
interest in IPS from an unaffiliated party, bringing our total percentage
ownership of IPS to 50%. IPS produces a movie channel, a documentary channel, a
children's channel, a history channel and a music channel for the Spanish and
Portuguese markets. The other partner of IPS is a subsidiary of The Walt Disney
Corporation. As of June 30, 1999, Tara and IPS have sold programming content to
non-UPC cable operators serving an aggregate of approximately 1.7 million
subscribers.
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In August 1999, we acquired @Entertainment, Inc., which, in addition to
having the largest number of cable subscribers in Poland, also operates a
Polish language programming business. In August 1999, we completed the
acquisition of 13.3% of SBS. SBS owns and operates television and radio
broadcasting stations in Scandinavia and other European markets. SBS both
produces and purchases programming for its stations with an emphasis on the
importance of producing programs locally in each market.
We believe that we have a strong competitive opportunity to become a
provider of new channels due to our ready access to our customer base and our
ability to affordably adapt our channels for distribution to multiple European
markets and languages. We plan to:
. operate six new 24-hour channels by the end of 1999 and two new channels
thereafter;
. acquire rights to up to 30 channels created by third parties over the
next few years; and
. acquire rights to and distribute up to 75 near video on demand channels
over the next few years.
The initial six channels planned for 1999 are:
. EXPO: an architecture, design, style and photography channel;
. Club: a women's interest channel created by licensing content from E!,
Carlton Food Network, and others;
. UPC Sport One: a general sports channel;
. EX-Extreme Sports: an extreme sports channel created by licensing content
from X-Dream;
. Avanti: an Air and Space Channel: a topical channel adapted for European
markets pursuant to a licensing and revenue sharing arrangement with
Wingspan International; and
. UPC Film I: a movie channel showing films from our movie library.
UPCtv has launched two television channels, EX-Extreme Sports and UPC Film
I, to date. These channels were first offered on the A2000 network in May 1999
and are due to be offered on the UTH network in September 1999. In the case of
all new channels, our role includes acquisition, scheduling and content
aggregation, channel design and transmitting the channels to satellites for
distribution. In addition to developing our eight pan-European channels, we are
negotiating for additional channels and near video on demand pay-per-view
programming on a pan-European basis.
We are constructing a satellite-based pan-European digital distribution
platform that will enable digital distribution of our new channels and other
television signals to our upgraded networks. When this digital distribution
platform is constructed, we will convert our impulse pay-per-view services into
a near video on demand service that would be able to provide up to 75 channels
of programming. We are negotiating to acquire rights to broadcast first-run hit
movies, adult programming and special events over this planned digital
distribution platform. Upon obtaining appropriate rights, the near video on
demand service would likely include between 12 and 16 new movie titles per
month that would be broadcast as frequently as every 15 minutes, thus enabling
subscribers to choose a movie at a convenient start time. Although near video
on demand channels cannot be offered simultaneously on a pan-European basis due
to licensing restrictions, we intend to use remote content servers located in
the cable operator's headend to store the library for playout at the
appropriate time.
Full digitalization of our television signals, to be made possible by our
network upgrade to full two-way capability, will provide our Western European
systems with substantially more channel capacity. This increased channel
capacity will enable subscribers to customize their subscriptions for our
products and services to suit their lifestyles and personal interests. When the
planned digital distribution platform is completed, we also intend to provide
our subscribers with customizable programming guides that would enable them to
program favorite channels and also allow parents to restrict their children's
viewing habits. The construction of the planned digital distribution platform
will involve significant capital investment and the use of new technologies. We
cannot assure you that we will be able to complete the construction of the
digital distribution platform on the planned schedule. See "Risk Factors--
Failure to raise necessary capital could restrict the development of our
network and the introduction of new services."
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UPC Telephone Services: Priority Telecom
Overview
We believe that our existing customer base and upgraded network give us a
unique opportunity to provide telephone services in Europe. We offer local
telephone services, under the brand name Priority Telecom, in our Austrian,
Dutch, French and Norwegian systems. We also provide national and international
long distance voice telephone services. Our operating companies are licensed to
provide telephone services in Austria, France, Hungary, The Netherlands and
Norway. We believe that our fiber and broadband, coaxial cable and cable-based
subscriber relationships provide ready access to potential residential
telephone subscribers. We believe our networks and facilities also provide the
opportunity for cost-effective access to potential business telephone
customers.
A2000 began offering cable telephone services in July 1997 on a trial basis
in Purmerend, a town outside Amsterdam, and since then has begun to offer these
services to its customers in Hilversum, Zaanstad and part of Amsterdam. We
launched Priority Telecom's cable telephone service on a trial basis in Vienna
in November 1998 and in Oslo in March 1999. Full launches then took place in
February 1999 and April 1999, respectively. UTH launched Priority Telecom cable
telephone service in parts of its network in May 1999. Priority Telecom's cable
telephone service was launched on Mediareseaux's network in March 1999.
We have negotiated interconnection agreements with a number of
telecommunications operators and continue to evaluate and enter into agreements
with other new telecommunication service providers in order to achieve more
cost effective rates for national and international long distance services. In
addition, we are in the process of connecting the switches in our operating
companies over the pan-European AORTA backbone, allowing us to keep a greater
proportion of calls on our network, thereby reducing the amount of
interconnection fees we must pay to other telecommunications operators.
Market Opportunity
We believe there are significant growth opportunities in the European
telecommunications market as a result of the January 1, 1998 liberalization of
the telephone industry in most EU member countries and Norway. This
liberalization allows new providers to offer telephone and other
telecommunications services in markets that have historically been dominated by
incumbent national operators. The current local telephone rates charged to
subscribers are high in comparison to those in the United States. The following
table illustrates this disparity. The source for this information is the
Organization for Economic Cooperation and Development. The monthly revenue
comes from their average monthly basket of local residential charges assuming
peak time usage on a discount plan.
<TABLE>
<CAPTION>
Total 1997 Revenue Monthly basket of
Incumbent of National local PSTN
Telecommunications Telecommunications Residential Charges
Operator Operators per line (May 1998)
------------------ ------------------ -------------------
(U.S. dollars)
(in millions)
<S> <C> <C> <C>
Austria.............. PTA 3,734 $78.75
Belgium.............. Belgacom 4,244 75.63
France............... France Telecom 28,636 58.99
The Netherlands...... KPN 7,931 49.22
Norway............... Telenor 3,608 41.07
United States........ Various 256,801 19.92
</TABLE>
With approximately 4,430 kilometers of telephone-capable fiber optic cable
already deployed in its Western European systems, we believe that Priority
Telecom has an advantage over other new entrants in the telephone services
market. Currently, Priority Telecom has broadband, coaxial cable access to
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approximately 1.8 million homes and, through us, long standing cable
television-based relationships with approximately 2.8 million residential
subscribers in its planned telephone markets. We believe that our international
telephone backbone capacity needs, especially when combined with our branded
Internet/data services business, chello broadband, will create international
traffic volumes that will provide significant economies of scale, thereby
allowing the long-term lease of fiber capacity and the resale of excess
capacity to business and carrier customers.
Competition
Priority Telecom will face competition in its markets from incumbent
telecommunications operators and other competitive operators that have
substantially more experience in providing, and significantly greater resources
devoted to, telephone services. In addition, we will depend on interconnection
arrangements provided by incumbent telecommunications operators. We believe,
however, that our strategy for Priority Telecom will allow us to compete
effectively with incumbent telecommunications operators and any other local
loop providers who subsequently enter the market. See "Risk Factors--The
competitiveness of the telephone industry will make it difficult for our new
telephone service to enter the market."
Priority Telecom Growth Strategy
Because of the relatively high European local tariff rates, we believe
potential customers will be receptive to our telephone services, which we
intend to price at a discount compared to services offered by incumbent
telecommunications operators. In addition to competing on the basis of price,
we offer a full complement of services to telephone subscribers including
custom local access services, "CLASS," including caller ID, call waiting, call
forwarding, call blocking, distinctive ringing and three-way calling. We also
are able to provide voice mail and second lines. We now offer these telephone
services in our Austrian, Dutch, Norwegian and French systems. The introduction
of number portability in some of our markets, including The Netherlands, Norway
and France, provides an even greater opportunity as potential customers will be
able to subscribe to our service without having to change their existing
telephone numbers.
Our strategy for Priority Telecom is to achieve high-growth from early
market entry with the goal of establishing a strong market position prior to
market entry by other potential local loop competitors. The key elements of our
telephone penetration strategy are:
. pricing at a discount to the incumbent telecommunications operators,
. waiving or substantially discounting installation fees,
. integrating telephone with our video and Internet/data services, and
. providing an equal or superior quality of service than that of other
providers.
We also plan to use short-term promotions, special calling plans and non-
cash incentives to support the marketing of our telephone services. We intend
to concentrate on building brand awareness for Priority Telecom as a pan-
European telecommunications brand, which may be co-branded with our existing
local video services brands. We also plan to integrate Priority Telecom's
residential and small office/home office telephone products with our video
services and chello broadband's Internet access services, thus enabling us to
offer pricing packages designed to encourage multiple product purchases and
minimize churn.
Priority Telecom will pursue this pricing, branding and integration
strategy in the following three market segments:
1. Residential and Small Office/Home Office Served by Cable Phone. In
most cases, Priority Telecom is the only operator other than the incumbent
in its respective operating areas that has direct, facilities-based access
to many potential residential and small office/home office customers.
2. Medium-sized Businesses Served by Cable Phone. Priority Telecom's
network is able to reach many medium-sized businesses that may not be
reached economically with direct fiber connections.
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3. Large Businesses and Other Licensed Operators Served Directly by
Fiber or Point-to-Point Microwave. Priority Telecom exploits its early
entry advantage from its existing local fiber rings to provide high
quality, cost competitive telephone service to businesses as an alternative
to the incumbent telecommunications operators.
We believe the residential and small office/home office market sectors
represent a significant business opportunity for Priority Telecom. Simple
marketing offers are being used to encourage rapid take-up by overcoming
consumer inertia and increasing brand awareness of our products. The approach
includes, for example, innovative offers and periodic deep discounts. Large and
medium-sized business customers are marketed through a key account management
direct sales force targeting specific industry sectors such as other licensed
operators, Internet service providers, banks and financial services, retail and
professional services.
We utilize cable phone equipment with various line capabilities. For the
residential and small office/home office market, a one-, two- or four-line unit
is utilized. Four-, eight- and twelve-line cable phone equipment units are used
to provide service to segments of the medium-sized business market. Large
businesses generally will be connected to the network with direct fiber
connections using self-healing fiber optic ring synchronous digital hierarchy
technology. This technology automatically detects disruptions in the fiber and
reroutes calls within 1/20 of a second, thereby providing reliable service to
these customers.
The A2000 Experience
A2000 has successfully launched cable telephone services in parts of its
systems under the brand name Nedpoint. As of June 30, 1999, A2000 had
approximately 29,875 lines serving 26,050 cable telephone subscribers. As of
the same date, A2000 achieved a penetration rate of approximately 12.6% of the
homes marketed in Purmerend, its first market where the service was launched in
July 1997. The installation rate for A2000 averaged about [350] installations
per week during the six months ended June 30, 1999. Current churn rates are
approximately 2.25% on an annualized basis, although we expect churn rates to
increase due to typical subscriber moves and the introduction of telephone
number portability on April 1, 1999.
Following the common European pricing model, A2000's tariffs are usage-
based rather than a flat fee and every call is metered. In March 1999, A2000's
average monthly revenue per telephone subscriber was approximately NLG84.10.
This compares with approximately NLG71 for KPN subscribers during 1998,
although this amount may decrease as a result of KPN rate cuts. A2000 believes
that interconnection rates with KPN may decline, thereby reducing its costs.
See "Regulation--The Netherlands."
Cost of Implementation
Traditional telephone service is carried over twisted copper pair in the
local loop. Cable phone technology allows telephone traffic to be carried over
our upgraded network without requiring the installation of twisted copper pair.
Therefore, instead of the expensive addition of a second cable into every home
and small business, cable phone technology only requires the addition of
equipment at the master telecom center, the distribution hub and in the
customer's home to transform voice communication into signals capable of
transmission over the fiber and coaxial cable. The equipment required in the
home is housed in a small, secure, self-contained unit that is usually mounted
on the wall inside the home. This box is capable of passing through cable
television, Internet cable modem and radio signals and providing standard
telephone services. It also includes an emergency back-up battery.
Once the network has been upgraded to two-way capability, the cost of
implementation for telephone services will include a typical estimated
equipment cost of $72 (NLG142) per line for the voice switch, $36 (NLG71) per
line for the host digital terminal and, giving two lines of capacity, $404
(NLG796) for the equipment required in the home. Nortel has supplied our DMS
100E telephone switches. We have cable
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phone equipment supply agreements with Tellabs and Nortel. We are also in the
process of undertaking a substantial upgrade of our customer care and billing
system for each operating system providing telephone services. See "Risk
Factors--The complexities of the operating systems we need to develop for our
new services could increase their costs and slow their introduction" and "UPC
Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources."
Interconnection Agreements
Each of our operating companies that offers telephone services has entered
into an interconnection agreement with the incumbent national
telecommunications service provider. In addition, certain of these operating
companies have also entered into interconnection agreements with other
telecommunications service providers, providing alternative routes and
additional flexibility. Even though we have secured interconnection
arrangements, we may still experience difficulty operating under them. In our
A2000 system, for example, capacity constraints at the interconnection have
lowered the quality of A2000's telephone service, resulting in a higher rate of
customer loss than A2000 has experienced before. In Austria, while Telekabel
Wien secured its interconnection arrangement with the support of the Austrian
telecommunications regulator, the Austrian incumbent telecommunication operator
is challenging the arrangement in the Austrian courts. See "Regulation--
Austria."
Roll-Out and Implementation Schedule
We began to offer cable telephone services in July 1997, with the launch of
our A2000 service under the brand name Nedpoint. Priority Telecom launched its
service on a trial basis in Vienna during November 1998 and in February 1999
launched its business and residential service in a service area of
approximately 100,000 homes. The number of homes in this service area increased
to 462,000 homes by the end of the second quarter of 1999. Our Priority Telecom
service was officially launched in Mediareseaux's service area in France in
March 1999, UPC Norge's service areas in Norway in April 1999, and in a part of
UTH's service area in The Netherlands in May 1999.
Because strong back office systems are important to support and integrate
successfully Priority Telecom and our other services, we have dedicated
significant resources to the development of our support plan. The plan includes
a convergent customer care and billing system that will allow residential
customers to receive a single bill for all of the services we intend to offer.
See "Risk Factors--The complexities of the operating systems we need to develop
for our new services could increase their costs and slow their introduction."
Pan-European Backbone
We are developing a pan-European backbone and telecommunications resale
business. This backbone is designed to link our major cable and telephone
networks through a combination of leased capacity arrangements to allow us to
capture more traffic between our operating areas. In October 1998, we entered
into a contract with Hermes Europe Railtel for the purchase of high speed fiber
optic-based transmission capacity. This network is currently expected to be in
place for international telephone traffic by the first half of 2000.
Traditional Telephone System
In addition to our cable telephone operations, our Monor system has offered
traditional telephone services since December 1994 and as of June 30, 1999, had
approximately 71,700 traditional telephone lines.
Regulation
Regulation significantly affects our telephone business, including its
profitability and the timing of its introduction. See "Risk Factors" and
"Regulation."
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UPC Internet/Data Services: High Speed Access and chello broadband
Overview
At year-end 1997, International Data Corporation estimated that there were
approximately 69 million World Wide Web users, of which approximately 24% were
in Western Europe. By 2002, International Data Corporation estimates that the
number of World Wide Web users will increase to approximately 320 million, with
approximately 26% of these in Western Europe.
We believe there are significant growth opportunities in the European
Internet market, as evidenced by the projected rapid growth in World Wide Web
users in our Western European markets. The following information comes from
International Data Corporation.
<TABLE>
<CAPTION>
Number of World Wide Web Users
-------------------------------
1997 2001
--------------- ---------------
<S> <C> <C>
Austria......................................... 279,000 1,280,000
Belgium......................................... 370,000 1,390,000
France.......................................... 1,140,000 4,030,000
The Netherlands................................. 1,070,000 4,540,000
Norway.......................................... 481,000 1,330,000
</TABLE>
We also believe that the slow speed of current residential "dial-up'
Internet access is a significant deterrent to Internet users. Cable modems
allow Internet access at speeds significantly faster than dial-up access.
Although a number of different technologies designed to provide much faster
access than dial-up modems have been proposed and are being tested, we believe
that cable modem access technology is superior to all other current
technologies because:
. cable modem technology is based on the widely used Transport Control
Protocol/Internet Protocol (TCP/IP), which is used on local area networks
(LANs) and the Internet,
. a global standard has been created and accepted, and
. customers are served by a shared infrastructure, which allows for lower-
cost service offerings.
We have launched residential and business cable-modem based high speed
Internet access services, branded as chello broadband, in Austria, Belgium,
France, The Netherlands and Norway earlier this year. We believe that always
switched on, flat fee chello broadband service will benefit from the rapid
growth of the Internet and will enable us to gain more customers in the
business and residential Internet market by capitalizing on our existing
network capabilities, continuing network upgrade and broad customer base in
certain markets with high personal computer penetration. In marketing chello
broadband, we intend to emphasize the always switched on feature, the speed,
flat fee price advantages and compelling multi-media portal and content of our
cable modem-based Internet service. An integral part of our strategy is to
market chello broadband's services for sale to other cable television systems.
Through the chello portal, we see significant opportunities to increase
revenues through content, e-commerce and advertising.
chello broadband acts as a European Internet access gateway and a portal
delivering specially created content. chello broadband provides high speed
broadband access over its AORTA-branded, pan-European backbone. AORTA was
launched in December 1998 and is designed to link our major cable network
through a combination of leased capacity arrangements to allow us to capture
more traffic between our operating areas. chello broadband stores the most
popular Internet sites locally, thus making them available at the high speeds
made possible by our network. The existence of the AORTA pan-European backbone
enables chello broadband to aggregate the volume of data stored for
availability at high speeds to its customers. Although chello broadband prices
its service at a subscription level that is above that of dial-up services,
cable modem users do not incur any telephone usage charges and thus, depending
on usage, the overall monthly cost to the subscriber may actually be lower than
the cost of an analog modem connection over the telephone network.
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We launched chello broadband on the upgraded portions of our network in
Austria, Belgium, France, The Netherlands (with the exception of A2000) and
Norway during the first quarter of 1999. As of June 30, 1999, we had more than
36,600 residential and 1,525 business chello broadband subscribers.
With approximately 5,233 kilometers of high-capacity two-way active fiber
plant deployed throughout our Western European systems as of June 30, 1999, we
believe that chello broadband has a competitive advantage over traditional
Internet service providers that rely on dial-up access. chello broadband also
has broadband, coaxial cable access to approximately 1.7 million homes, and is
able to leverage our long standing cable television-based relationships with
approximately 2.8 million residential subscribers in chello broadband's planned
Internet markets. As an Internet portal, chello broadband associates with other
cable television operators to provide Internet/data service to their
subscribers.
We will also enable our cable television operators to offer customers an
"Internet TV" service. Internet TV service consists of a set-top box that
allows customers to use their existing television to access the chello
broadband network and the Internet.
Competition
The Internet services business in Europe is highly competitive. We believe,
however, that our strategy for chello broadband, which encompasses competitive
pricing and superior service combined with high speed access and compelling
content, will mitigate the effects of competition from other Internet service
providers in its markets. We currently compete with traditional dial-up
Internet service providers and other providers (including many incumbent
telecommunications service providers) and expect that chello broadband will
face competition from other broadband service providers, such as @Home and
Roadrunner as they move to the European market. In the future, and in some
areas currently, we expect competition from providers using other broadband
technologies, including fiber, microwave, satellite and digital subscriber
lines.
chello broadband Growth Strategy
We are creating chello broadband as part of a pan-European strategy
designed to capture value by developing economies of scale and market share by
leveraging our existing cable television and telephone subscriber base. To
accomplish this goal, chello broadband provides over the AORTA-branded pan-
European backbone, local cable television operators with high speed broadband
access, server farms, proprietary high-bandwidth content, and centralized
customer service and billing. These server farms can store the most popular
content locally for quick retrieval by subscribers.
We market chello broadband to the residential, small office/home office and
medium-sized business segments. We are targeting chello broadband's service to
small office/home office and medium-sized business customers who may view the
services as a lower cost alternative to leased lines. Cable modem service
initially will be targeted primarily to high-end Internet users frustrated with
the speed of access, quality of service and high telephone bills associated
with their existing dial-up service. We believe that local partners, in
addition to our operating systems, will be crucial for chello broadband's
success. chello broadband has entered into partnerships with non-UPC local
cable operators in order to share responsibilities in creating the service and
revenues generated by the service. We may offer equity securities of chello
broadband to its partners or other investors to fund further development or to
encourage third-party cable operators to become chello broadband affiliates, as
we plan to do with Microsoft. See "Certain Transactions and Relationships--
Relationship with Microsoft." In these partnering arrangements, we expect that
chello broadband will provide connection to the AORTA-branded pan-European
backbone network, purchase and maintain the regional server farms, provide
general customer service and billing and develop proprietary broadband content.
The local cable operators would generally install the customer premise cable
modems and termination modems and offer first level telephone-based technical
support. The precise division of responsibility will be negotiated on a case-
by-case basis.
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chello broadband Content Strategy
chello broadband intends to develop an Internet portal business by
partnering with providers of local, regional, national and international
content, rather than attempting to create the majority of its own content. We
believe that high bandwidth and compelling content are necessary from the
outset to provide users with a rewarding broadband experience that is superior
to our competitors' offerings. chello broadband intends to develop as part of
its portfolio interactive content for set top boxes designed to provide cable
affiliates with Internet-enabled content such as electronic programming guides,
electronic banking, home shopping and on-line gaming. chello broadband also
intends to leverage its "first-screen advantage" to drive traffic into its
Internet portal.
Cost of Implementation
Cable modem technology allows access to the Internet over our existing
upgraded network. All that is required to transform data communication into
signals capable of transmission over fiber and coaxial cable is the addition of
incremental electronic equipment, including servers, routers and switches at
the master telecom center. The equipment in the home is a small, self-contained
cable modem that is placed nearby the customer's personal computer and
connected to the cable system. We also plan to offer our customers an Internet
TV service. The Internet TV service will consist of a set-top box that allows
customers to use their existing television as a platform for accessing chello
broadband's network.
Once the network has been upgraded to two-way capability, the cost of
implementation for Internet/data services will include the estimated
incremental master telecom center and distribution hub equipment costs of
approximately NLG400 per subscriber and approximately NLG450 per cable modem
for the required equipment in the home in mid-1999. We are currently
negotiating with cable modem suppliers, however, and expect that prices for
cable modems will decrease to approximately NLG400 by 2000. We have entered
into supply agreements to obtain cable modems primarily from Bay
Networks/Nortel and Terayon.
See "UPC Management's Discussion and Analysis of Financial Condition and
Results of Operations--Liquidity and Capital Resources" and "Risk Factors--
Failure to raise necessary capital could restrict the development of our
network and the introduction of new services."
Roll-Out and Implementation Schedule
The launch of chello broadband in our upgraded Western European markets
occurred during the first half of 1999. The back office support plan described
under "--UPC Telephone Services: Priority Telecom--Roll-Out and Implementation
Schedule" is similar to the back office support plan that chello broadband
intends to implement.
Development of the Pan-European Backbone
The AORTA pan-European backbone will facilitate a direct U.S. Internet link
in the future. In October 1998, we entered into a contract with Hermes Europe
Railtel for the purchase of high speed fiber optic-based transmission capacity.
This network is now in place for international Internet traffic. In April 1999,
chello broadband signed a letter of intent with Flag Atlantic-1 for a 1.28
terabits transatlantic link.
Regulation
Our Internet access business currently is subject to limited regulation.
However, the legal and regulatory environment applicable to the Internet is in
a fluid state. Adverse regulatory developments could negatively affect our
Internet business. See "Regulation."
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Operating Companies
We have operations in 11 countries in Europe and in Israel. While they all
offer a basic video service, their other services vary. We are also currently
upgrading the network in some countries but not in others. We therefore
describe each of our operating companies and their operations below. We believe
understanding them individually will help you to understand our business as a
whole and our consolidated financial information in this prospectus.
We also provide selected financial and operating data for each operating
company. For all our operating companies, we have calculated average monthly
service revenues per subscriber using service revenues excluding installation
revenues. For the operating companies that do not use Dutch guilders as their
operating currency, we have converted the amounts to Dutch guilders using the
average exchange rate or fixed exchange rate for the period presented.
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Western Europe and Israel
Austria: Telekabel Group
The following selected financial data have been derived from the
financial statements of Telekabel Group. These financial statements have
been prepared in accordance with Dutch GAAP with the Austrian schilling as
the functional currency. The following selected financial data for the six
months ended June 30, 1999 includes a translation using the fixed exchange
rate of 0.16015 Dutch guilders per Austrian schilling.
<TABLE>
<CAPTION>
Translation
to Guilders
-------------
Six Months Six Months
Ended Ended
Year Ended December 31, June 30, June 30,
------------------------------ ---------- -------------
1996 1997 1998 1999 1999
-------- --------- --------- ---------- -------------
(unaudited)
(in thousands, except percentages)
<S> <C> <C> <C> <C> <C> <C>
Selected Financial Data:
Revenues................ (AS) 985,338 1,018,095 1,105,535 619,507 (NLG) 99,214
Net operating income
(loss)................. (AS) 103,139 105,866 9,504 (5,475) (NLG) (877)
Adjusted EBITDA......... (AS) 512,356 507,022 505,567 232,473 (NLG) 37,231
Adjusted EBITDA margin.. 52.0% 49.8% 45.7% 37.5% 37.5%
Total capital
expenditures........... (AS) 388,813 374,717 514,859 349,152 (NLG) 55,917
Cash flows from
operating activities... (AS) 387,679 494,891 458,125 382,446 (NLG) 61,249
Cash flows from
investing activities... (AS) (416,432) (519,511) (388,311) (419,874) (NLG) (67,243)
Cash flows from
financing activities... (AS) 30,001 124,137 (180,504) 121,038 (NLG) 19,384
</TABLE>
<TABLE>
<CAPTION>
As of December 31, As of June
------------------------- 30,
1996 1997 1998 1999
------- ------- ------- ----------
<S> <C> <C> <C> <C> <C>
Other Data:
Homes passed.................... 872,016 890,305 900,350 905,430
Basic video subscribers......... 428,453 435,859 454,957 461,018
Basic video penetration......... 49.1% 49.0% 50.5% 50.9%
Avg. mo. service rev. per video
subscriber..................... (NLG) 27.54 27.79 28.82 29.66
Two-way homes passed............ -- 339,900 516,700 685,520
Internet subscribers:
Residential................. -- 1,177 9,054 20,424
Business.................... -- 21 603 914
Telephone subscribers:
Residential................. -- -- -- 7,159
Business.................... -- -- -- 216
</TABLE>
Overview/Growth Strategy. We own 95% of the Telekabel Group, which
provides communications services to the Austrian cities of Vienna, Klagenfurt,
Graz, Baden and Wiener Neustadt and is the largest video distribution system in
Austria with over 40% of the market. Telekabel Group's largest subsidiary,
Telekabel Wien, which serves Vienna and represents approximately 87% of
Telekabel Group's total subscribers, owns and operates one of the larger
clusters of cable systems in the world in terms of subscriber numbers served
from a single headend.
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We are capitalizing on Telekabel Group's strong market position and
positive perception by its customers by aggressively expanding Telekabel
Group's service offerings as its network is upgraded to full two-way
capability. The upgraded network enabled Telekabel Group to launch an expanded
basic tier, impulse pay-per-view services and Internet/data services in 1997.
Telekabel Group was the first Austrian cable television company to offer tiered
and pay-per-view services when it launched such services in Vienna. The pay-
per-view buy rate has since grown to more than two movies per expanded basic
subscriber per month, although Telekabel Group expects this average to decrease
because high-demand customers subscribed early to the expanded basic tier and
later subscribers will likely have a lower demand for pay-per-view services.
Telekabel Group is considering restructuring its basic and expanded tiers to
increase further its average revenue per subscriber, although the extent and
timing of any such restructuring would depend upon market studies and the
approval of the board of management of the respective subsidiary, which
includes a representative appointed by the respective municipality. See
"Regulation--Austria."
Telekabel Group launched an Internet access service in September 1997 and
had approximately 21,325 Internet access subscribers as of June 30, 1999. The
chello broadband service was introduced in June 1999. Telekabel Group is
currently averaging monthly additions of 1,700 customers for its Internet
service following its market launch. In addition, Telekabel Group launched
Priority Telecom's cable telephone service in Vienna on a commercial basis in
early 1999. Following intervention of regulatory authorities on behalf of
Telekabel Group, Telekabel Group entered into an interconnection arrangement
with PTA, the incumbent telecommunications service operator, in November 1998.
See "Regulation--Austria--Telephone and Internet/Data Services."
Network. Telekabel Group owns the complete cable television infrastructure
for each of its systems from the headend to the house. In 1996, Telekabel Wien
started plant construction on the rebuild and upgrade of its existing cable
network in Vienna. The upgrade, which incorporates high capacity 860 MHz
technology, was approximately 76% complete and passed approximately 685,500
homes and businesses as of June 30, 1999. This upgrade is expected to be 85%
complete by the end of 1999.
Programming. Telekabel Group offers basic subscribers 32 channels of cable
programming, including substantially all of the broadcast channels from Austria
and Germany, as well as CNN, Super Channel, MTV, an informational channel, Tips
and Hits, Telekino Heute and Vienna cable text. Telekabel Group launched an
expanded basic tier in May 1997 by providing subscribers whose homes are passed
by the upgraded network an advanced analog decoder box, the cost of which is
provided for in the monthly rate. The expanded basic tier currently provides
seven channels of additional programming: ONYX, VH-1 Germany, BET, Muzzik, BBC
World, BBC Prime and an adult channel. In conjunction with the launch of this
tier, Telekabel Group launched an impulse pay-per-view service with up to nine
channels of programming.
Results of Operations. For the year ended December 31, 1998, Telekabel
Group had total revenues of approximately NLG177.2 million, representing
approximately 43.3% of our consolidated revenues for the same period, and
Adjusted EBITDA of approximately NLG81.0 million. For the year ended December
31, 1997, Telekabel Group had total revenues of approximately NLG162.8 million,
which represented approximately 48.3% of our consolidated revenues for the
year, and Adjusted EBITDA of approximately NLG80.5 million. Telekabel Group's
Adjusted EBITDA margin declined slightly from 49.8% for the year ended December
31, 1997 to 45.7% for the year ended December 31, 1998. This decline was due
primarily to the increased operating costs and selling, general and
administrative costs associated with the start up of Telekabel Group's cable
telephone and Internet/data services. These costs were approximately NLG12.0
million for 1998. The Adjusted EBITDA margin for Telekabel Group's video
services business on a stand-alone basis was approximately 53% for the year
ended December 31, 1998. A large component of Telekabel Group's operating
expenses are franchise and other fees paid to the respective municipalities,
which were approximately NLG22.5 million and approximately NLG22.1 million,
respectively, for 1997 and 1998.
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<PAGE>
Budgeted Capital Expenditures and Capital Resources. Telekabel Group has
budgeted approximately NLG208.0 million and NLG161.0 million for capital
expenditures in 1999 and 2000, respectively, primarily to continue to upgrade
its network to full two-way capacity, purchase customer premise equipment for
its new services, install a telephone switch and implement a subscriber
management system. Telekabel Group expects to fund these expenditures through
available cash flow and support from us.
Competition. Telekabel Group's cable systems compete with a DTH satellite
service that is available throughout Austria. Currently, direct-to-home
satellite service penetration of the Austrian market is approximately 35% and
is concentrated primarily in the rural areas of the country. There is less
competition from direct-to-home satellite service in Vienna where we estimate
that the penetration is approximately 8%. Competition in the Internet/data
business in Austria is intensifying. PTA, the national incumbent
telecommunications service provider, is promoting its high speed lines and a
number of other companies recently have entered, or are expected to enter, the
market. In its telephone service in Vienna, Telekabel Group competes with PTA
and other new telephony providers. New facilities-based telephony and
Internet/data service providers that compete with the Telekabel Group in its
operating areas include United Telkom Austria, Tele.ring and Citykom. In
addition, there are three wireless telephone providers in Telekabel Group's
operating areas.
Regulatory Issues. The regulatory environment in which the Telekabel Group
operates significantly affects the operations of its business, including the
profitability and the timing of introduction of our new business lines. See
"Regulation--European Union" and "--Austria."
Corporate Ownership. Telekabel Group consists of five Austrian corporations,
each of which owns a cable television operating system. We own 95% of, and
manage, each Telekabel Group company. Each of the respective cities in which
the operating systems are located owns, directly or indirectly, the remaining
5% interest in each company.
Telekabel Wien's 5% shareholder Kabel-TV-Wien Gesellschaft m.b.H ("KTV") is
owned by the City of Vienna. KTV has the right to appoint a member to Telekabel
Wien's supervisory board. If four to six members have been appointed by
shareholder resolution, KTV has the right to appoint two members. KTV also has
the right to appoint one member of Telekabel Wien's board of management. We
have appointed six members of the supervisory board and two members of the
board of management. KTV has appointed two members of the supervisory board and
one member of the board of management. The remaining four members of the
supervisory board are employee representatives. Under the agreements among
Telekabel Wien and KTV, decisions regarding the subscriber rates and
programming content of Telekabel Wien's basic subscription package require the
unanimous approval of Telekabel Wien's board of management. Although we believe
the cooperation between KTV's managing director and the other managing
directors has been successful in the past, there can be no assurance that the
board of management will unanimously approve decisions regarding the subscriber
rates and programming content of Telekabel Wien's basic subscription package.
Should the Board not reach a unanimous decision in respect of these matters,
then pursuant to our syndicate agreement with KTV and Philips, a shareholders
meeting can be called. We, as a 95% shareholder, can call that meeting and
decide on the agenda. Under Austrian law, a majority shareholder such as us may
generally take a decision at the shareholders meeting rather than through the
Board of Management. However, we as the majority shareholder have never taken
this action and do not anticipate doing so in the future.
In connection with the UPC acquisition in December 1997, KTV and Philips
agreed that Philips will continue to guarantee the capital level to be
maintained by Telekabel Wien. Philips has also agreed to guarantee the
continued fulfillment of the agreements that were originally concluded between
KTV and Philips and that were assigned by Philips to us. We have agreed to
indemnify Philips for any liability under Philips' guarantee.
107
<PAGE>
Philips, KTV and ourselves have agreed that the agreements concluded
between KTV and Philips will run until December 31, 2022 with an option to
extend them.
Due to its position as a guarantor, Philips has the right to appoint one
member to our Supervisory Board. This Supervisory Director has a veto right
that is limited to fundamental decisions and exceptional business matters, such
as the sale or disposition of our interests in Telekabel Wien, if certain
threshold values are met. See "Certain Transactions and Relationships--
Relationship with Philips."
The articles of association of the companies in the Telekabel Group
restrict their shareholders from divesting their interests for periods ranging
from the end of 2009 to 2022. In addition, a sale of shares requires notice of
two years and is subject to a right of first refusal of the other shareholders.
The City of Vienna's approval is required for any change of control over
us, which approval cannot be unreasonably withheld if the buyer is a reputable
telecommunications and/or cable television operator. In the absence of such
approval, the City of Vienna can require United to own Telekabel Wien
separately from us. See "Certain Transactions and Relationships."
We may provide Priority Telecom's services to Telekabel Group's subscribers
through a subsidiary wholly-owned by us, even though the services will continue
to be marketed by Telekabel Group.
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Belgium: Radio Public N.V./S.A.
The following selected financial data have been derived from the
financial statements of Radio Public N.V./S.A., which is marketed under the
name "TVD." These financial statements have been prepared in accordance with
Dutch GAAP with the Belgian franc as the functional currency. The following
selected financial data for the six months ended June 30, 1999 includes a
translation using the fixed exchange rate of 0.054629 Dutch guilders per
Belgian franc.
<TABLE>
<CAPTION>
Translation to
Guilders
--------------
Six Months Six Months
Year Ended December 31, Ended Ended
---------------------------- June 30, June 30,
1996 1997 1998 1999 1999
-------- -------- -------- ---------- --------------
(unaudited)
(in thousands, except percentages)
<S> <C> <C> <C> <C> <C> <C>
Selected Financial Data:
Revenues................ (BEF) 693,990 710,521 673,170 333,333 (NLG)18,210
Net operating income
(loss)................. (BEF) (78,805) (70,861) (161,365) (120,905) (NLG)(6,605)
Adjusted EBITDA......... (BEF) 268,232 267,815 242,734 50,771 (NLG) 2,774
Adjusted EBITDA margin.. 38.7% 37.7% 36.1% 15.2% 15.2%
Total capital
expenditures........... (BEF) 56,018 213,728 361,622 107,844 (NLG) 5,891
Cash flows from
operating activities... (BEF) (37,483) (112,423) 548,975 115,647 (NLG) 6,318
Cash flows from
investing activities... (BEF) (187,667) (485,745) (557,961) (103,963) (NLG)(5,679)
Cash flows from
financing activities... (BEF) 259,336 (405,133) (1,025) (10,544) (NLG) (576)
</TABLE>
<TABLE>
<CAPTION>
As of December 31,
------------------------- As of June 30,
1996 1997 1998 1999
------- ------- ------- --------------
<S> <C> <C> <C> <C> <C>
Other Data:
Homes passed................ 133,000 133,000 133,000 133,060
Basic video subscribers..... 127,815 127,529 127,398 125,786
Basic video penetration..... 96.1% 95.9% 95.8% 94.5%
Avg. mo. service rev. per
video subscriber........... (NLG) 19.20 19.58 19.67 18.61
Two-way homes passed........ -- 27,600 91,735 116,804
Internet subscribers:
Residential............... -- 214 1,869 3,332
Business.................. -- 42 284 469
</TABLE>
Overview/Growth Strategy. TVD, our 100% owned subsidiary, provides cable
television and communications services in selected areas of Brussels and nearby
Leuven in Belgium. We estimate that there are currently approximately 133,050
homes under license in TVD's franchise areas. TVD, which currently has 95%
penetration in its franchise areas, plans to grow through the introduction of
new services that currently are not subject to the price regulations applicable
to basic cable services.
TVD's management believes there is a strong demand for enhanced services in
its market. TVD introduced an expanded basic tier service in October 1996 and
an Internet access service in September 1997. As of June 30, 1999, TVD had
approximately 5,375 expanded basic subscribers and 2,625 residential, 700
student and 475 business Internet access subscribers. TVD introduced the chello
broadband service in the first quarter of 1999. As TVD upgrades additional
portions of its network to full two-way capability, it plans to introduce
impulse pay-per-view at the beginning of the third quarter of 1999. TVD intends
to provide cable telephone services beginning in 2000.
109
<PAGE>
Network. TVD owns the complete cable television infrastructure for each of
its systems from the headend to the home, with the exception of Etterbeek which
has 15,500 subscribers, where TVD has an agreement with the municipality to
operate the network until at least 2016. In late 1996, TVD began upgrading its
network through fiber optic overlay of its trunk lines and replacement of all
amplifiers. Employing high capacity 860 MHz technology, TVD's upgraded networks
passed approximately 116,800 homes, or 88% of its total network as of June 30,
1999. TVD expects to complete this upgrade by the end of 1999.
Programming. TVD offers in Brussels a basic tier consisting of 32 channels,
17 expanded basic programs in six tiers, 20 FM radio channels and 16 premium
digital radio channels. Its system in Leuven offers a basic tier consisting of
37 channels, an expanded basic tier with five channels, 20 FM radio channels
and 16 premium digital radio channels. TVD also distributes three premium
channels, two in Brussels and one in Leuven, which are provided by Canal+.
Results of Operations. For the year ended December 31, 1998, TVD had total
revenues of approximately NLG36.8 million, representing approximately 9.0% of
our consolidated revenues for the same period, and Adjusted EBITDA of
approximately NLG13.3 million. For the year ended December 31, 1997, TVD had
total revenues of approximately NLG38.7 million, which represented
approximately 11.5% of our consolidated revenues for the year, and Adjusted
EBITDA of approximately NLG14.6 million. TVD's Adjusted EBITDA margin declined
from 37.7% for the year ended December 31, 1997 to 36.1% for the year ended
December 31, 1998. This decline was due primarily to the increased start up
costs associated with TVD's Internet/data services. These costs were
approximately NLG3.6 million for the year ended December 31, 1998. The Adjusted
EBITDA margin for TVD's video services business on a stand-alone basis was
approximately 46.1% for the year ended December 31, 1998. In early 1998, TVD
ceased providing engineering services for some of our affiliates and third
parties. This resulted in a slight decrease in revenue in 1998; however,
Adjusted EBITDA was not affected by this change.
Budgeted Capital Expenditures and Capital Resources. TVD has budgeted
approximately NLG25.7 million and NLG14.7 million for capital expenditures in
1999 and 2000, respectively, primarily to continue its network upgrade to full
two-way capacity, purchase customer premise equipment for its new services and
implement a subscriber management system. TVD expects to fund these
expenditures through available cash flow.
Competition. TVD has approximately 95% penetration of its cable television
services in its service areas. TVD faces competition from one other cable
television provider, Iverlek, which was granted a license for the provision of
cable television services in Leuven and is constructing a cable network there.
As of June 30, 1999, TVD had approximately 26,275 subscribers in Leuven. To
date, TVD has experienced only limited competition from direct to home
satellite service providers. In its Internet access business, TVD competes with
traditional dial-up Internet service providers as well as various higher speed
access services offered by the incumbent telephone operator, Belgacom, and
other operators of public telecommunications networks. In addition, we
understand that Telenet offers a broadband access and content service using
Iverlek's new cable network in Leuven.
Regulatory Issues. The regulatory environment in which TVD operates
significantly affects the operations of its business, including the
profitability and the timing of introduction of our new business lines. See
"Regulation--European Union" and "--Belgium."
Corporate Ownership. We own 100% of TVD.
110
<PAGE>
France
The following selected financial data have been derived from the
financial statements of Mediareseaux, CiteReseau, Rhone Vision Cable,
Videopole and RCF. The financial statements of Mediareseaux have been
prepared in accordance with generally accepted accounting principles in The
Netherlands. The financial statements of CiteReseau, Rhone Vision Cable,
Videopole and RCF have been prepared in accordance with generally accepted
accounting principles in France with the French franc as the functional
currency. The following selected financial data for the six months ended June
30, 1999 includes a translation using the fixed exchange rate of 0.33595
Dutch guilders per French franc.
<TABLE>
<CAPTION>
Translation to
Year Ended Guilders
December 31, ----------------
----------------- Six Months Ended Six Months Ended
1997 1998 June 30, 1999 June 30, 1999
------- -------- ---------------- ----------------
Mediareseaux (unaudited)
(in thousands)
<S> <C> <C> <C> <C> <C>
Selected Financial Data:
Revenues............... (FFR) 7,789 23,961 21,441 (NLG) 7,203
Net operating income
(loss)................ (FFR) (18,295) (28,605) (35,581) (NLG) (11,953)
Adjusted EBITDA........ (FFR) (13,790) (15,097) (20,516) (NLG) (6,892)
Adjusted EBITDA
margin................ N/A N/A N/A N/A
Total capital
expenditures.......... (FFR) 70,333 155,795 108,609 (NLG) 36,487
Cash flows from
operating activities.. (FFR) (12,862) 10,042 3,440 (NLG) 1,156
Cash flows from
investing activities.. (FFR) (71,073) (156,069) (320,839) (NLG)(107,786)
Cash flows from
financing activities.. (FFR) 78,927 149,405 311,449 (NLG) 104,631
</TABLE>
<TABLE>
<CAPTION>
As of December 31, As of
-------------------- June 30,
1997 1998 1999
Other Data: --------- --------- --------
<S> <C> <C> <C> <C>
Homes passed........................... 28,267 74,623 84,597
Basic video subscribers................ 6,758 29,107 33,862
Basic video penetration................ 23.9% 39.0% 40.0%
Avg. mo. service rev. per video sub-
scriber............................... (NLG) 18.92 24.86 29.58
Two-way homes passed................... 28,267 74,623 84,597
Internet subscribers:
Residential........................... -- -- 936
Business.............................. -- -- --
Telephone subscribers:
Residential........................... -- -- 5,041
Business.............................. -- -- --
</TABLE>
<TABLE>
<CAPTION>
Translation to
Year Ended Guilders
December 31, ----------------
------------------ Six Months Ended Six Months Ended
1997 1998 June 30, 1999 June 30, 1999
-------- -------- ---------------- ----------------
Time Warner Cable
France(1) (unaudited)
(in thousands)
<S> <C> <C> <C> <C> <C>
Selected Financial Data:
Revenues............... (FFR) 21,662 44,930 34,986 (NLG) 11,754
Net operating income
(loss)................ (FFR) (41,787) (57,234) (29,202) (NLG) (9,810)
Adjusted EBITDA........ (FFR) (22,347) (17,725) (3,852) (NLG) (1,294)
Adjusted EBITDA
margin................ N/A N/A N/A N/A
Total capital
expenditures.......... (FFR) 173,065 348,671 178,667 (NLG) 60,023
Cash flows from
operating activities.. (FFR) (42,373) (28,376) (7,048) (NLG) (2,368)
Cash flows from
investing activities.. (FFR) (184,097) (355,141) (182,322) (NLG) (61,251)
Cash flows from
financing activities.. (FFR) 191,592 420,864 164,431 (NLG) 55,241
</TABLE>
<TABLE>
<CAPTION>
As of December 31, As of
-------------------- June 30,
1997 1998 1999
Other Data: --------- --------- ---------
<S> <C> <C> <C> <C>
Homes passed......................... 100,031 182,408 232,342
Basic video subscribers.............. 37,309 59,042 74,139
Basic video penetration.............. 37.3% 32.4% 31.9%
Avg. mo. service rev. per video sub-
scriber............................. (NLG) 23.15 22.59 25.94
Two-way homes passed................. 12,600 39,887 112,705
</TABLE>
--------------------
(1) Represents the combined aggregate results of Time Warner Cable France's
two operating systems, CiteReseau and Rhone Vision Cable.
111
<PAGE>
<TABLE>
<CAPTION>
Translation to
Guilders
--------------
Year Ended Six Months
December 31, Ended Six Months
------------------ June Ended
1997 1998 30, 1999 June 30, 1999
-------- -------- ---------- --------------
Videopole (unaudited)
(in thousands, except percentages)
<S> <C> <C> <C> <C> <C>
Selected Financial Data:
Revenues............... (FFR) 107,543 123,341 67,505 (NLG) 22,678
Net operating income
(loss)................ (FFR) (95,909) (99,179) (41,985) (NLG)(14,105)
Adjusted EBITDA........ (FFR) (29,934) (14,359) (652) (NLG) (219)
Adjusted EBITDA
margin................ N/A N/A N/A N/A
Total capital
expenditures.......... (FFR) 136,295 111,386 28,000 (NLG) 9,407
Cash flows from
operating activities.. (FFR) (79,023) (83,893) 13,320 (NLG) 4,475
Cash flows from
investing activities.. (FFR) (149,657) (119,840) (28,303) (NLG) (9,508)
Cash flows from
financing activities.. (FFR) 210,135 200,766 29,420 (NLG) 9,884
</TABLE>
<TABLE>
<CAPTION>
As of December 31,
-------------------- As of June 30,
1997 1998 1999
Other Data: --------- --------- --------------
<S> <C> <C> <C> <C>
Homes passed................... 314,586 353,234 358,609
Basic video subscribers........ 109,949 133,928 141,194
Basic video penetration........ 35.0% 37.9% 39.4%
Avg. mo. service rev. per video
subscriber.................... (NLG) 20.38 22.76 27.45
Two-way homes passed........... 29,644 39,660 39,734
</TABLE>
<TABLE>
<CAPTION>
Translation to
Guilders
--------------
Year Ended Six Months
December 31, Ended Six Months
---------------- June Ended
1997 1998 30, 1999 June 30, 1999
------- ------- ---------- --------------
Reseaux Cables de France (unaudited)
(in thousands, except percentages)
<S> <C> <C> <C> <C> <C>
Selected Financial Data:
Revenues................. (FFR) 83,305 90,316 46,909 (NLG)15,759
Net operating income
(loss).................. (FFR) (21,148) (19,315) (8,974) (NLG)(3,015)
Adjusted EBITDA.......... (FFR) 9,610 13,521 6,687 (NLG) 2,246
Adjusted EBITDA margin... 11.5% 15.0% 14.3% 14.3%
Total capital
expenditures............ (FFR) 23,206 18,094 4,760 (NLG) 1,599
Cash flows from operating
activities.............. (FFR) (7,873) (7,027) 1,924 (NLG) 646
Cash flows from investing
activities.............. (FFR) (23,046) (18,679) (5,765) (NLG)(1,937)
Cash flows from financing
activities.............. (FFR) 69,628 585 (10,099) (NLG)(3,393)
</TABLE>
<TABLE>
<CAPTION>
As of December 31,
-------------------- As of June 30,
1997 1998 1999
Other Data: --------- --------- --------------
<S> <C> <C> <C> <C>
Homes passed................... 200,000 200,000 202,490
Basic video subscribers........ 70,606 73,720 74,278
Basic video penetration........ 35.3% 36.9% 36.7%
Avg. mo. service rev. per video
subscriber.................... (NLG) 31.92 32.74 35.28
Two-way homes passed........... -- -- --
</TABLE>
We have an approximate 99.6% ownership interest and a 95% economic interest
(after exercise of warrants described below) in Mediareseaux Marne S.A.
("Mediareseaux"), which currently holds cable television franchises for 190,000
homes in the Marne-la-Vallee area east of Paris. Mediareseaux began
construction of its network in September 1996, and as of June 30, 1999,
Mediareseaux's system passed approximately 84,600 homes and had approximately
33,850 basic subscribers, giving it a penetration rate of 40.0%. To increase
its average monthly revenue per subscriber, Mediareseaux began offering pay-
per-view services in May 1998, and to date, the pay-per-view buy rate is
approximately 0.5 movies per expanded basic tier subscriber per month. Since
inception, Mediareseaux's average monthly service revenue per video subscriber
has averaged over NLG29.58.
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<PAGE>
In June 1998, Mediareseaux obtained a 15 year telephone and network
operator license for an area that includes 1.5 million homes in the eastern
suburbs of Paris (three Departments) and in September 1998, Mediareseaux began
installing a telephone switch. Mediareseaux began offering telephone services
in March 1999 within its cable television franchise area. Mediareseaux also
offers chello broadband's Internet access services via its cable systems, and
is carrying out a trial offering of broadband fixed wireless local loop service
in two towns in the eastern suburbs of Paris under a temporary license for
1999. To expand its operations, Mediareseaux is pursuing potential acquisition
opportunities and plans to develop these franchises as one clustered system
offering integrated video, voice and Internet/data services.
In August 1999, we acquired 100% of Time Warner Cable France. The Time
Warner Cable France systems are located in suburban Paris and Lyon and in
Limoges. The numbers of homes passed and subscribers are approximately 232,325
and 74,125, respectively, as of June 30, 1999.
In August 1999, we acquired 100% of Videopole, which operates 83 cable
systems serving approximately 123 towns and cities throughout France including
suburban Paris. The number of homes passed and subscribers were approximately
358,600 and approximately 141,175, respectively as of June 30, 1999. At
present, these systems offer analog cable television services and, in some of
Videopole's systems, digital cable television services. Videopole began
offering Internet/data services at the end of 1997. Following our acquisition
of Videopole, we plan to upgrade these systems to offer enhanced video services
within three years. We would begin this upgrade with the systems in and around
Paris, which we plan to upgrade and link into the Mediareseaux systems in order
to provide full video, voice and Internet/data services by the second quarter
of 2000.
In June 1999, we acquired 95.7% of RCF. RCF's cable systems serve 9 regions
throughout France. RCF's systems passed approximately 202,475 homes and had
approximately 74,275 subscribers as of June 30, 1999. At present, these systems
offer only cable television services. We plan to upgrade the RCF systems to
offer enhanced video, telephone and Internet/data services. The RCF system
architecture is older than that of Time Warner Cable France or Videopole and
will, therefore, be more expensive to upgrade. We plan, however, to complete
the upgrade and launch full service in our three lines of business on the RCF
systems by the end of 2001.
Network. Mediareseaux owns the complete cable television infrastructure for
each of its cable systems from the headend to the home. The hybrid fiber
coaxial network's initial architecture was a 750 MHz UHF-VHF frequency band
network with a 5-65 MHz return path. The systems' post-1998 construction
incorporates 860 MHz hybrid fiber coaxial capacity with a 5-65 MHz return
providing full two-way capability. As of June 30, 1999, Mediareseaux's network
passed approximately 45% of the 190,000 homes then in its franchise areas.
Since December 1998, we have increased the number of our franchises and we
expect the network to pass all 190,000 homes in our current franchise areas by
the end of 2000.
The Time Warner Cable France systems are constructed to 860 MHz hybrid
fiber coaxial capacity, as are 90% of Videopole's systems. The remaining 10% of
Videopole's systems are constructed to 550 MHz capacity. Approximately 60% of
RCF's systems are constructed to 450 MHz capacity, and the remaining 40% are
constructed to 600 MHz capacity.
Programming. Mediareseaux currently offers the following programming
packages:
. a basic eight-channel package containing off-air, local and promotional
programs,
. four extended basic tiers, called News & Current Events, Youth &
Discovery, International Channels and Sports & Leisure, with five to ten
channels each,
. three premium tiers containing three children's channels, three sports
channels and four movie channels, and
. ten impulse pay-per-view channels.
113
<PAGE>
Time Warner Cable France's programming offerings currently include a basic
service comprised of between 21 and 22 channels, an extended basic service
comprised of three groups of three to six channels each and a premium tier
comprised of three channels. Rhone Vision Cable also offers a digital package
of five expanded basic tiers and two premium packages.
Videopole's basic service programming offerings vary by system and include
between 14 and 28 channels. RCF currently offers (i) a mini basic package of 14
channels, (ii) a basic package of 25 channels and (iii) a digital package with
four premium tiers.
Results of Operations. As of December 31, 1998, Mediareseaux had total
revenues of approximately NLG8.1 million for the year then ended, representing
approximately 2% of our consolidated revenues for the same date, and Adjusted
EBITDA of approximately negative NLG5.1 million. For the year ended December
31, 1997, Mediareseaux had total revenues of approximately NLG2.5 million,
which represented approximately 0.7% of our consolidated revenues for the year,
and Adjusted EBITDA of approximately negative NLG4.5 million.
As of December 31, 1998, Time Warner Cable France had total revenues of
approximately NLG15.1 million for the year then ended and Adjusted EBITDA of
approximately negative NLG6.0 million. For the year ended December 31, 1997,
Time Warner Cable France had total revenues of approximately NLG7.3 million and
Adjusted EBITDA of approximately negative NLG7.5 million.
As of December 31, 1998, Videopole had total revenues of approximately
NLG41.4 million for the year then ended and Adjusted EBITDA of approximately
negative NLG4.8 million. For the year ended December 31, 1997, Videopole had
total revenues of approximately NLG34.9 million and Adjusted EBITDA of
approximately negative NLG9.7 million.
As of December 31, 1998, RCF had total revenues of approximately NLG30.3
million for the year then ended and Adjusted EBITDA of approximately NLG4.5
million. For the year ended December 31, 1997, RCF had total revenues of
approximately NLG28.1 million and Adjusted EBITDA of approximately negative
NLG3.2 million.
Budgeted Capital Expenditures and Capital Resources. Mediareseaux has
budgeted approximately NLG64.0 million and NLG102.2 million for capital
expenditures in 1999 and 2000, respectively, primarily to complete construction
of the network in its franchise areas, purchase customer premise equipment for
its new services, install a telephone switch and implement a subscriber
management system. Mediareseaux expects to fund these expenditures through
drawings under its debt facility and equity contributions from us to match the
debt to equity ratio of the facility. See "Description of Other Debt."
Time Warner Cable France has budgeted approximately NLG114.4 million and
NLG131.3 million for capital expenditures in 1999 and 2000, respectively,
primarily to continue construction of the network in suburban Lyon and to
launch cable telephone and Internet services. Time Warner Cable France expects
to fund these expenditures through debt at the UPC level and operating cash
flow. See "Description of Other Debt."
Videopole has budgeted approximately NLG34.3 million and NLG63.4 million
for capital expenditures in 1999 and 2000, respectively, primarily to introduce
new services such as telephone and Internet. Videopole expects to fund these
expenditures through debt at the UPC level and operating cash flow.
RCF has budgeted approximately NLG2.4 million and NLG48.7 million for
capital expenditures in 1999 and 2000, respectively, primarily to introduce new
services such as telephone and Internet. RCF expects to fund these expenditures
through debt at the UPC level and operating cash flow.
Time Warner Cable France had bank debt of approximately NLG100.8 million as
of June 30, 1999. RCF and Videopole, respectively, had bank debt of
approximately NLG81.4 million and NLG41.8 million, as of June 30, 1999. We
began consolidating the debt of RCF, Videopole and Time Warner Cable France
following their respective closings.
114
<PAGE>
Competition. Our French operating companies compete with other video
service providers in their license areas including direct-to-home satellite
service providers such as Canal Satellite and TPS. In the provision of their
cable telephone services, our French operating companies face competition
mainly from France Telecom, the French incumbent telecommunications operator,
and Cegetel. Mediareseaux faces competition from France Telecom's Wanadoo
service and other high-speed data services including AOL France, Club Internet
and other providers in the provision of Internet services.
Regulatory Issues. The regulatory environment in which our French companies
operate significantly affect the operations of their businesses, including the
profitability and the timing of introduction of our new business lines. See
"Regulation--France."
Corporate Ownership. We own 99.6% of Mediareseaux, our French operating
system. The other owner of Mediareseaux is an entity controlled by Patrick
Drahi, its founder and current chairman, which holds warrants giving it the
right to purchase for a nominal amount new shares corresponding to 4.6% of
Mediareseaux's share capital. Accordingly, we will have only a 95% economic
interest in Mediareseaux should the above entity exercise the warrants.
Pursuant to an agreement dated June 16, 1998, we and the entity controlled by
Patrick Drahi have granted to each other options to purchase and sell, at a
price based on fair market value, the shares of Mediareseaux that the entity
may hold in the future.
In June 1999, we acquired 95.7% of RCF. The remaining 4.3% is held by SLF,
a Belgian company.
In August 1999, we acquired 100% of Videopole and 100% of Time Warner Cable
France.
115
<PAGE>
The Netherlands
The following selected financial data have been derived from the
financial statements of Kabeltelevisie Eindhoven N.V., which we refer to as
"KTE," Stichting Combivisie Regio, which we refer to as "Combivisie," NV
TeleKabel Beheer and GelreVision, all of which are now wholly owned by UTH,
and from the financial statements of A2000 Holding N.V. and of Kabel Haarlem
B.V. We combined the assets of KTE and Combivisie in January 1998 to form
CNBH. In August 1998, we contributed CNBH and 50% of A2000 and NUON
contributed NV TeleKabel Beheer to form UTH. In June 1999, we acquired 100%
of GelreVision and began consolidating its results beginning on June 1, 1999.
In September 1999, we purchased the 50% of A2000 that we did not own from
Media One, bringing our ownership of A2000 to 100%. In August 1999, we won a
bid to purchase 100% of Kabel Haarlem B.V. Because UTH began operations in
August 1998, the financial information presented below for the year ended
December 31, 1998 includes results of CNBH and NV TeleKabel Beheer for the
first seven months of 1998 and includes results from UTH from formation to
December 31, 1998. The financial information below has been prepared in
accordance with Dutch GAAP with the Dutch guilder as the functional currency.
<TABLE>
<CAPTION>
KTE Combivisie NV TeleKabel Beheer
-------------------- -------------------- --------------------
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
-------------------- -------------------- --------------------
1996 1997 1996 1997 1996 1997
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Selected Financial Data: (in thousands, except percentages)
Revenues............... (NLG) 17,932 20,669 27,143 29,001 113,917 137,167
Net operating income
(loss)................ (NLG) 1,650 2,156 11,958 12,864 22,846 27,395
Adjusted EBITDA........ (NLG) 11,298 12,719 19,816 21,032 45,041 58,813
Adjusted EBITDA
margin................ 63.0% 61.5% 73.0% 72.5% 39.5% 42.9%
Total capital
expenditures.......... (NLG) 5,591 8,192 9,250 19,121 36,000 71,875
Cash flows from
operating activities.. (NLG) 6,939 4,207 16,204 14,456 (8,534) 38,374
Cash flows from
investing activities.. (NLG) (5,592) (8,441) (9,251) (19,726) (230,592) (266,954)
Cash flows from
financing activities.. (NLG) (2,602) 3,505 (7,715) (101) 238,148 246,045
<CAPTION>
As of December 31, As of December 31, As of December 31,
------------------ -------------------- --------------------
1996 1997 1996 1997 1996 1997
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Other Data:
Homes passed........... 89,116 95,442 139,062 143,376 511,300 642,000
Basic video
subscribers........... 84,660 90,671 133,775 139,249 475,000 595,000
Basic video
penetration........... 95.0% 95.0% 96.2% 97.1% 92.9% 92.7%
Avg. mo. service rev.
per video subscriber.. (NLG) 17.69 18.03 16.21 17.19 15.69 16.20
Two-way homes passed... -- 90,000 -- 35,000 -- 50,000
</TABLE>
<TABLE>
<CAPTION>
Six Months
Year Ended Ended
December 31, June 30,
1998 1999(2)
UTH ------------------ --------------
(unaudited)
(in thousands, except
Selected Financial Data: percentages)
<S> <C> <C> <C>
Revenues............................ (NLG) 219,314 128,896
Net operating income (loss)......... (NLG) 764 (20,751)
Adjusted EBITDA..................... (NLG) 86,249 42,974
Adjusted EBITDA margin.............. 39.3% 33.3%
Total capital expenditures.......... (NLG) 214,606 92,944
Cash flows from operating
activities......................... (NLG) 70,750 37,020
Cash flows from investing
activities......................... (NLG) (255,440) (398,687)
Cash flows from financing
activities......................... (NLG) 178,714 353,717
<CAPTION>
As of December 31, As of June 30,
1998 1999
------------------ --------------
<S> <C> <C> <C>
Other Data:
Homes passed........................ 914,737 1,064,942
Basic video subscribers............. 867,800 1,006,459
Basic video penetration............. 94.9% 94.5%
Avg. mo. service rev. per video
subscriber......................... (NLG) 17.96 18.14
Two-way homes passed................ 484,133 798,227
Internet subscribers
Residential......................... 2,685 10,848
Business............................ -- 145
Telephone subscribers: (1)
Residential......................... 20,500 18,154
Business............................ -- 5,953
</TABLE>
--------
(1) UTH's 80% subsidiary Uniport offers a carrier select telephony service to
22,016 subscribers at June 30, 1999. The subscriber number of the
previous year belongs totally to Uniport.
(2) UTH acquired GelreVision in June 1999. GelreVision's operations are
included in the statement of operations and cash flow data of UTH for the
month of June 1999 only. UTH includes statistics for GelreVision as of
June 1999.
116
<PAGE>
<TABLE>
<CAPTION>
Six Months
Year Ended December 31, Ended
--------------------------- June 30,
1996 1997 1998 1999
A2000 ------- -------- -------- --------------
(unaudited)
(in thousands, except percentages)
<S> <C> <C> <C> <C> <C>
Selected Financial Data:
Revenues............... (NLG) 89,893 100,677 124,167 74,944
Net operating income
(loss)................ (NLG) (1,942) (17,671) (42,774) (17,160)
Adjusted EBITDA........ (NLG) 40,546 33,250 30,565 15,276
Adjusted EBITDA
margin................ 45.1% 33.0% 24.6% 20.4%
Total capital
expenditures.......... (NLG) 44,740 118,498 110,524 53,457
Cash flows from
operating activities.. (NLG) 35,215 33,304 7,408 23,233
Cash flows from
investing activities.. (NLG) (83,754) (119,824) (110,640) (54,226)
Cash flows from
financing activities.. (NLG) 72,547 60,000 96,733 30,857
<CAPTION>
As of December 31,
---------------------------
As of June 30,
1996 1997 1998 1999
------- -------- -------- --------------
<S> <C> <C> <C> <C> <C>
Other Data:
Homes passed........... 555,459 565,740 572,936 580,198
Basic video
subscribers........... 523,940 518,160 529,067 532,297
Basic video
penetration........... 94.3% 91.6% 92.3% 91.7%
Avg. mo. service rev.
per video subscriber.. (NLG) 12.96 13.29 14.76 15.11
Two-way homes passed... -- 125,180 386,109 386,109
Internet subscribers:
Residential............ -- 450 8,128 13,682
Business............... -- -- 253 740
Telephone subscribers:
Residential............ -- 3,252 18,111 26,064
Business............... -- 3 3 3
<CAPTION>
Six Months
Year Ended December 31, Ended
--------------------------- June 30,
1996 1997 1998 1999
GelreVision ------- -------- -------- --------------
(unaudited)
(in thousands, except percentages)
<S> <C> <C> <C> <C> <C>
Selected Financial Data:
Revenues............... (NLG) 21,871 23,173 26,574 15,082
Net operating income
(loss)................ (NLG) 5,785 6,793 (470) 41
Adjusted EBITDA........ (NLG) 14,276 14,959 11,911 7,680
Adjusted EBITDA
margin................ 65.3% 64.6% 44.8% 50.9%
Total capital
expenditures.......... (NLG) 6,872 18,828 35,970 11,325
Cash flows from
operating activities.. (NLG) 14,731 6,806 8,505 6,510
Cash flows from
investing activities.. (NLG) (6,994) (19,146) (45,457) (11,423)
Cash flows from
financing activities.. (NLG) (7,216) 11,435 36,637 4,972
<CAPTION>
As of December 31,
---------------------------
1996 1997 1998
------- -------- --------
<S> <C> <C> <C> <C>
Other Data: (1)
Homes passed........... 116,000 131,000 144,000
Basic video
subscribers........... 107,000 120,000 131,000
Basic video
penetration........... 92.2% 91.6% 91.0%
Avg. mo. service rev.
per video subscriber
...................... (NLG) 16.65 16.90 17.15
Two-way homes passed... -- 25,000 88,000
Internet subscribers... -- -- 1,000
</TABLE>
- --------
(1) Other data as of 1999 is included in UTH.
117
<PAGE>
<TABLE>
<CAPTION>
Six Months
Year Ended December 31, Ended
-------------------------- June 30,
1996 1997 1998 1999
Kabel Haarlem ------- ------- -------- -----------
(unaudited)
(in thousands, except percentages)
<S> <C> <C> <C> <C> <C>
Selected Financial Data:
Revenue................... (NLG)
Net operating income
(loss)................... (NLG)
Adjusted EBITDA........... (NLG)
Adjusted EBITDA margin....
Total capital
expenditures............. (NLG)
Cash flows from operating
activities............... (NLG)
Cash flows from investing
activities............... (NLG)
Cash flows from financing
activities............... (NLG)
<CAPTION>
As of December 31,
--------------------------
1996 1997 1998
------- ------- --------
<S> <C> <C> <C>
Other Data:
Homes passed..............
Basic video subscribers...
Basic video penetration...
Avg. mo. service rev. per
video subscriber ........ (NLG)
Two-way homes passed......
Internet subscribers......
</TABLE>
Our Dutch operations are held through UTH, a wholly-owned subsidiary. UTH
holds four principal operating companies: (1) CNBH, which holds the combined
KTE and Combivisie systems, (2) TeleKabel Beheer, (3) 50% of A2000 (100% as of
September 1999) and, as of June 1999, (4) GelreVision. Financial and operating
information for UTH's consolidated companies, which are CNBH (KTE and
Combivisie) and TeleKabel Beheer, are presented separately in this section
because of the separate history of each entity. GelreVision's results are also
presented separately. UTH began consolidating GelreVision's results on June 1,
1999 and A2000's results as of September 1, 1999.
A minority ownership interest in KTE was contributed by Philips upon our
formation. Shortly after formation, we acquired 50% of A2000, the system with
operations in Amsterdam and its surrounding areas, and the remaining 96.2% of
the KTE system. Effective January 1, 1998, we acquired the Combivisie cable
system, which we subsequently combined with KTE to form CNBH.
In August 1998, we formed UTH with NUON. We contributed 100% of CNBH and
our 50% interest in A2000 and NUON contributed 100% of TeleKabel Beheer. In
February 1999, we acquired NUON's interest in UTH. In June 1999, we agreed to
acquire the remaining 50% of A2000 from MediaOne. UTH is in the process of
integrating all of the operations of CNBH and TeleKabel Beheer.
In June 1999, we acquired 100% of GelreVision. GelreVision operates cable
television systems contiguous with our A2000 and TeleKabel Beheer operations.
In August 1999, we won a bid to purchase Kabel Haarlem B.V. This system is
located near Amsterdam and is contiguous with our A2000 system. Our acquisition
of Kabel Haarlem is expected to close during the fourth quarter of 1999 or the
first quarter of 2000, following the receipt of cable regulatory authority
approval.
Overview/Growth Strategy. UTH owns and operates systems in the regions of
Brabant, Flevoland, Friesland, Gelderland, Noord Holland and Utrecht. Because
of the large number of current subscribers located in four large clusters in
The Netherlands, UTH has constructed a fiber backbone to interconnect its
region-wide networks. Both KTE and Combivisie introduced an expanded basic tier
in December 1996. CNBH launched impulse pay-per-view services in June 1998. An
expanded basic tier will be launched in UTH's other service areas in the third
quarter of 1999.
118
<PAGE>
UTH launched chello broadband's Internet/data services in the CNBH systems
in early 1999. The media launch of chello broadband services in the remainder
of UTH's service areas took place on June 4, 1999. In addition, UTH introduced
the initial phase of cable telephone services in the CNBH systems in early 1999
upon completion of an interconnection agreement for all of UTH in January 1999.
TeleKabel Beheer introduced an Internet access service in November 1997 in
parts of its networks and launched chello broadband's service on April 1, 1999.
All existing Internet customers will be migrated to the chello broadband
service. UTH launched Priority Telecom cable telephone service in parts of its
network as of May 1, 1999. UTH also delivers a business telephone service,
including leased line management, on-site services and telephone equipment,
sales and maintenance to its former shareholder, NUON, and several other
companies.
In September 1998, UTH acquired 80% of Uniport, a carrier select telephone
service with approximately 22,000 subscribers at June 30, 1999.
In August 1998, CNBH acquired from Nutsbedrijf Regio Eindhoven a 16,700
subscriber cable television system in the Eindhoven region. This acquisition
enabled us to increase our cluster of operations in and around the Eindhoven
area.
A2000 currently has basic penetration rates of approximately 92% in its two
systems serving Amsterdam and its surrounding communities of Landsmeer,
Purmerend, Zaanstad, Ouder-Amstel, and Hilversum. As a result of this high
penetration and the rate regulation of the basic tier in A2000's franchise
areas, A2000 has focused its efforts on increasing its average revenue per
subscriber through the introduction of new video, telephone and Internet/data
services.
A2000 launched a nine-channel expanded basic tier in October 1996, impulse
pay-per-view services in April 1997, cable telephone service in July 1997 and
an Internet/data access service in October 1997. A2000 launched its Nedpoint-
branded cable telephone service in August 1998. See "--UPC Telephone Services:
Priority Telecom--The A2000 Experience." As of June 30, 1999, A2000 had
approximately 16,025 subscribers to its expanded basic tier, approximately
26,050 cable telephone subscribers and approximately 13,675 residential and 725
business subscribers to its Internet/data access service. Approximately 15% of
subscribers who subscribe for its Internet/data services also subscribe to an
integrated package including one or both of its telephone and expanded basic
tier services. Approximately 30% of the subscribers who subscribe to its
telephone services also subscribe to one or both of the other services. See "--
UPC Telephone Services: Priority Telecom."
In June 1999, UTH purchased the GelreVision system, which had approximately
132,000 basic cable television subscribers and approximately 3,225
Internet/data subscribers as of June 30, 1999. GelreVision plans to move its
existing Internet/data subscribers to the chello broadband service at the end
of 1999. GelreVision intends to provide cable telephone services beginning in
2000.
In August 1999, we won a bid to purchase Kabel Haarlem B.V. As of June 30,
1999, this system passed approximately [ ] homes and had approximately
66,000 subscribers.
Network. Each of UTH's systems owns or has the right to use the complete
cable television infrastructure from the headend to the home. In 1997,
Combivisie and TeleKabel Beheer began upgrading their networks with high
capacity 860 MHz technology. The upgrade is expected to be 100% completed by
the end of 2000. As of June 30, 1999, approximately 76% of UTH's homes were
passed by the upgraded network.
A2000 owns or has the right to use its infrastructure from the head end to
the home and is in the process of upgrading its cable television
infrastructure. As of June 30, 1999, approximately 386,100 homes, or 67% of
A2000's systems, were passed by the high capacity 860 MHz upgraded network with
total rebuild expected to be completed by early 2000.
119
<PAGE>
The GelreVision network uses 860 MHz technology and is being upgraded to
two-way capability. The upgrade is scheduled to be completed by the end of
2000. As of June 30, 1999, approximately 97,600 homes, or 67% of homes passed,
were passed by the upgraded network.
Programming. UTH currently offers its subscribers an average of 28 channels
of basic programming along with a music channel and 33 FM radio channels. UTH
also distributes two premium channels provided by Canal+. In addition, UTH
offers an impulse pay-per-view service, consisting of four movie channels and
one adult channel. UTH's basic service includes Dutch broadcasting channels, as
well as a variety of German, French and English channels. The eight channels in
UTH's expanded basic tier consist of sports, travel, news, science fiction,
music and general entertainment. UTH is discussing with some of its higher
value programming suppliers the migration of their channels from the basic tier
to the expanded basic tier.
Historically, A2000 offered 26 channels of cable programming and 39 FM
radio channels to its basic tier subscribers. A2000's expanded basic tier
carried 13 channels. Recent developments will significantly increase A2000's
ability to offer additional programming as well as alter its tiering structure.
Increases in the price of the basic tier service were restricted by
agreements between A2000 and Amsterdam and the other municipalities in its
franchise areas. Because these prices were kept at a low level, A2000's basic
tier revenues were limited. A2000, therefore, charged programming suppliers
carriage fees for the transmission of their channels in A2000's basic tier. See
"Regulation--The Netherlands--Video Services." Some of A2000's programming
suppliers were unwilling to pay such carriage fees and Discovery, Eurosport,
CNN and MTV withdrew their channels from A2000's basic tier offerings.
In April 1999, A2000 and the municipality of Amsterdam reached an agreement
on a large scale introduction of digital set-top boxes and a reduction of the
rate regulated basic cable television package to 15 public channels. The
agreement means that A2000 will no longer charge carriage fees to commercial
broadcasters for inclusion of their channels in the basic cable television
package and allows A2000 to migrate a number of popular commercial channels to
its expanded basic tier. During the period preceding the introduction of and
migration of channels to its digital platform, A2000 and the municipality of
Amsterdam have agreed on an interim solution for the basic tier service, namely
increasing A2000's current 26 channel basic package to 32 channels with an
increase in the monthly subscription fee. Once the digital set-top boxes are
introduced, the price for the rate regulated 15 public channel basic service
will be reduced and the price for the expanded basic tier will increase over
time until it becomes unregulated in 2001. The agreement will initially affect
approximately 390,000 customers in the greater Amsterdam area. Negotiations
with the remaining municipalities have begun. The agreement with the
municipality of Amsterdam requires A2000 to provide our integrated digital set-
top box to customers requesting the expanded basic tier. Our set-top boxes will
enable these customers to receive our chello broadband Internet service over a
computer or a television. In addition, we will be able to offer subscribers IP
telephone services through our set-top boxes in the future.
Introduction of the digital set-top boxes is expected to occur in the first
quarter of 2000. Subsequent to reaching the agreement with the municipality,
CNN and MTV were reintroduced into the A2000 basic tier programming package.
A2000 also distributes two premium channels provided by Canal+. A2000
offers programming in many languages, including Dutch, English, German,
Italian, French and Turkish.
A2000 plans to continue to introduce new channels on its tiered services
when such programming is available. A2000's impulse pay-per-view service offers
movies from all major studios on four movie channels. This service also
includes an adult channel and one "barker" channel that provides previews of
upcoming pay-per-view events.
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<PAGE>
GelreVision currently offers 29 channels of basic cable programming and 35
FM radio channels. GelreVision is in the process of synchronizing its network
with those of UTH, which will enable it to offer an expanded range of
programming. GelreVision intends to introduce an expanded basic tier in early
2000. See "Risk Factors--Inability to obtain the necessary programming could
reduce demand for our services."
Results of Operations. For the year ended December 31, 1998, UTH had total
revenues of approximately NLG219.3 million, representing approximately 36.9% of
our consolidated revenues for the same period if we consolidated the results of
UTH and A2000, and Adjusted EBITDA of approximately NLG86.2 million. For the
year ended December 31, 1997, KTE had total revenues of approximately NLG20.7
million, which represented approximately 6.1% of our consolidated revenues for
the year, and Adjusted EBITDA of approximately NLG12.7 million. During the same
period, Combivisie had revenues and Adjusted EBITDA of NLG29.0 million and
NLG21.0 million, respectively, and TeleKabel Beheer had revenues and Adjusted
EBITDA of NLG137.2 million and NLG58.8 million, respectively.
For the year ended December 31, 1998, A2000 had total revenues of
approximately NLG124.2 million. For the same period, A2000 had Adjusted EBITDA
of approximately NLG30.6 million. For the year ended December 31, 1997, A2000
had total revenues of approximately NLG100.7 million and Adjusted EBITDA of
approximately NLG33.3 million. A2000's Adjusted EBITDA margin declined from
33.0% for the year ended December 31, 1997 to 24.6% for the year ended December
31, 1998. This decline was due primarily to the increased start up and
operating costs associated with A2000's Internet/data and cable telephone
services. The costs associated with these services were approximately NLG15.4
million for the year ended December 31, 1998. The Adjusted EBITDA margin for
A2000's video services business on a stand-alone basis was approximately 42.6%
for the year ended December 31, 1998.
GelreVision had total revenues of approximately NLG26.6 million and
Adjusted EBITDA of approximately NLG11.9 million for the year ended December
31, 1998.
Budgeted Capital Expenditures and Capital Resources. UTH has budgeted
approximately NLG235.0 million and NLG216.4 million for capital expenditures in
1999 and 2000, respectively, excluding A2000, primarily to continue its network
upgrade to full two-way capacity, purchase customer premise equipment for its
new services, install telephone switches and implement a subscriber management
system. UTH expects to fund these expenditures through available cash flow,
drawings from CNBH's facility and proceeds from TeleKabel Beheer's term
facility.
A2000 has budgeted approximately NLG168.4 million and NLG412.8 million for
capital expenditures in 1999 and 2000, respectively, primarily to continue its
network upgrade to full two-way capacity, purchase customer premise equipment,
including digital set-top boxes as required by an agreement reached with the
city of Amsterdam discussed above under "--Programming," and implement a
subscriber management system. A2000 expects to fund these expenditures through
available cash flow and support from us.
Following the acquisition of GelreVision, UTH has budgeted an additional
NLG35.0 million and NLG27.0 million for capital expenditures in 1999 and 2000,
respectively. We did not assume any material debt in connection with our
acquisition of GelreVision.
Competition. UTH is the only cable system in its franchise areas and has
maintained approximately 95% penetration. Competition from television signals
received by antenna, direct to home satellite services and local private cable
systems has been limited. KPN, the incumbent telecommunications operator, has
been conducting a trial of providing video services over its telephone lines.
In its Internet access business, UTH competes with dial-up Internet service
providers such as KPN's World Access/Planet Internet, NLNet, Euronet and World
Online, as well as emerging free access providers, and expects to compete with
high
121
<PAGE>
speed access services from KPN and other providers. In its cable telephone
services, UTH competes primarily with KPN as well as other new telephony
providers.
A2000 currently has a penetration rate of about 92% in its service area.
Its primary competition is from direct to home satellite service providers. To
date, however, A2000's programming rights, low basic cable fees, restrictive
regulations on the installation of dishes and high installation costs have
limited direct to home satellite services as a meaningful competitor. KPN has
been conducting a trial of providing video services over its telephone lines in
Amsterdam. In its Internet access service, A2000 currently is the only high
speed access provider in its operating area. A2000 expects to compete with KPN,
which is testing a high speed Internet access service, and other providers of
broadband services in the near future. A2000 also competes with traditional
dial-up providers, including KPN's World Access/Planet Internet, NLNet,
WorldOne and Euronet, as well as emerging free access providers. In its
telephone business, A2000 currently competes with KPN, Telfort, Colt and
Worldcom. A2000 competes with these other telephone providers on the basis of
price, quality of service and the ability to integrate certain of its services.
Regulatory Issues. The regulatory environment in which UTH, A2000 and
GelreVision operate significantly affects the operations of their business,
including the profitability and the timing of introduction of our new business
lines. See "Regulation--European Union" and "--The Netherlands." As discussed
above under "--Programming," price increases of our Dutch subsidiaries for
basic tier video services are restricted by agreements with local
municipalities. See "Regulation--The Netherlands."
Corporate Ownership. We own 100% of UTH, 100% of GelreVision and 50% of
A2000. In September 1999, we purchased from MediaOne the 50% of A2000 that we
did not own, which brought our ownership of A2000 to 100%. We won a bid to
purchase 100% of Kabel Haarlem. This acquisition is expected to close during
the fourth quarter of 1999 or the first quarter of 2000.
122
<PAGE>
Norway: United Pan-Europe Communications Norge AS
The following selected financial data have been derived from the
financial statements of UPC Norge. These financial statements have been
prepared in accordance with Dutch GAAP with the Norwegian kroner as the
functional currency. The following selected financial data for the six months
ended June 30, 1999 includes a translation using the average exchange rate of
0.26158 Dutch guilders per Norwegian kroner.
<TABLE>
<CAPTION>
Year Ended Translation
December 31, to Guilders
------------------ ---------------
Six Months Six Months
Ended June 30, Ended June 30,
1997 1998 1999 1999
-------- -------- -------------- ---------------
(unaudited)
(in thousands, except percentages)
<S> <C> <C> <C> <C> <C> <C>
Selected Financial Data:
Revenues................ (NKr) 332,192 351,466 190,184 (NLG) 49,748
Net operating income
(loss)................. (NKr) (101,216) (122,467) (93,570) (NLG) (24,476)
Adjusted EBITDA......... (NKr) 134,660 125,338 45,928 (NLG) 12,014
Adjusted EBITDA margin.. 40.5% 35.7% 24.1% 24.1%
Total capital
expenditures........... (NKr) 74,863 194,156 162,423 (NLG) 42,487
Cash flows from
operating activities... (NKr) 43,859 35,472 4,430 (NLG) 1,159
Cash flows from
investing activities... (NKr) (75,608) (194,042) (295,844) (NLG) (77,387)
Cash flows from
financing activities... (NKr) 111,445 82,342 315,283 (NLG) 82,472
</TABLE>
<TABLE>
<CAPTION>
As of December 31,
-------------------- As of June 30,
1997 1998 1999
--------- --------- --------------
<S> <C> <C> <C> <C>
Other Data:
Homes passed..................... 457,551 463,235 465,951
Basic video subscribers.......... 319,654 323,387 323,265
Basic video penetration.......... 69.9% 69.8% 69.4%
Average mo. service rev. per
video subscriber................ (NLG) 20.13 21.07 22.54
Two way homes passed............. 5,171 15,803 30,022
Internet subscribers:
Residential..................... 153 768 1,062
Business........................ -- -- 4
Telephone subscribers:
Residential..................... -- -- 364
Business........................ -- -- --
</TABLE>
Overview/Growth Strategy. In an effort to increase our position in the
Norwegian cable television market, we acquired from Helsinki Media in January
1997, 70.2% of Janco, a cable system providing cable television services in the
Oslo area. In November 1997, we merged Norkabel, a cable system providing
services in southern Norway, into Janco forming UPC Norge. Following the
merger, we retained 87.3% of UPC Norge. We acquired the remaining 12.7%
interest in UPC Norge in November 1998.
As a result of the merger, UPC Norge is Norway's largest cable television
operator with approximately 47% of the total Norwegian cable television market
as of June 30, 1999. UPC Norge owns and operates 16 cable television systems in
Norway. Its main network is located in Oslo and its systems are located
primarily in the southeast and along the southwestern coast. The well-
established Norwegian cable television market had 69% penetration as of
June 30, 1999, primarily due to poor over-the-air reception in much of Norway
and a significant demand for television entertainment.
Our goals for our Norwegian operating systems are to continue to increase
their homes passed and penetration rate, to improve its average revenue per
subscriber generally by providing additional programming and services and to
increase average revenue per subscriber in the former Janco systems in
particular at least up to the levels in the former Norkabel systems. During the
year ended June 30, 1999,
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<PAGE>
the average revenue per subscriber for the former Norkabel systems was over
twice that for the former Janco systems. We believe that this is the result of
Norkabel's implementation of expanded basic tiers and its aggressive migration
of channels from the basic tier to the expanded basic tier. Although the former
Janco systems also launched an expanded basic tier, the basic tier continued to
carry the most popular channels. Revenue enhancing techniques, including
migration of channels to expanded basic tiers, are currently being implemented
in the former Janco systems.
UPC Norge launched an Internet access service in March 1998 and introduced
chello broadband service in June 1999. We plan to migrate all of our existing
Internet access subscribers to chello broadband by the end of August 1999. We
also introduced Priority Telecom's cable telephone service in April 1999 in the
upgraded portions of our Norwegian system's network. See "--UPC Internet/Data
Services: High Speed Access and chello broadband," and "--UPC Telephone
Services: Priority Telecom."
Network. UPC Norge owns the complete cable television infrastructure for
each of its systems from the headend to the home, except for cable and plant
located on housing association property, which is legally owned by the housing
association. UPC Norge is currently upgrading its network to full high capacity
860 MHz two-way capability, with the exception of 75,000 homes in western rural
areas. Its networks vary in capacity from 300 MHz to 550 MHz. This varying
architecture requires us to replace more of the network than in our other
primary markets, thereby increasing the costs associated with this upgrade. The
upgrade, which began in April 1998, is scheduled to be completed over the next
three to four years.
Programming. Our Norwegian system currently offers subscribers 43 channels
of programming in four tiers:
. a basic tier including "must carry" channels, a limited number of
broadcast channels required by the government to be carried,
. expanded basic tiers,
. a "mini-tier" of certain selected channels, and
. premium services.
Because English is widely understood in Norway, our Norwegian system is
able to use English-language programming to supplement the limited, but
increasing, supply of available Scandinavian-language programming.
Results of Operations. For the year ended December 31, 1998, UPC Norge had
total revenues of approximately NLG92.7 million, representing approximately
22.7% of our consolidated revenues for the same period, and Adjusted EBITDA of
approximately NLG33.0 million. For the year ended December 31, 1997, UPC Norge
had total revenues of approximately NLG91.5 million, which represented
approximately 27.1% of UPC's consolidated revenues for the year, and Adjusted
EBITDA of approximately NLG36.9 million. UPC Norge's Adjusted EBITDA margin
declined from 40.5% for the year ended December 31, 1997 to 35.7% for the year
ended December 31, 1998. This decline was due primarily to the increased start
up costs associated with UPC Norge's Internet/data services launched in early
1998 and telephone service launched in the first quarter of 1999. The Adjusted
EBITDA margin for UPC Norge's video services business on a stand-alone basis
was approximately 39.7% for the year ended December 31, 1998.
Budgeted Capital Expenditures and Capital Resources. UPC Norge has budgeted
approximately NLG112.2 million and NLG124.3 million for capital expenditures in
1999 and 2000, respectively, primarily to continue its network upgrade to full
two-way capacity, purchase customer premise equipment for its new services,
install a telephone switch and implement a subscriber management system. UPC
Norge expects to fund these expenditures through available cash flow and
support from us.
Competition. UPC Norge experiences limited competition for multi-channel
video services from direct to home satellite service providers and, in a few
areas, other cable television systems. In its Internet access business, UPC
Norge expects to compete with Telenor, the Norwegian incumbent
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<PAGE>
telecommunications operator that is expected to launch a broadband Internet
access service this fall; Tele2, a subsidiary of NetCom Systems, which operates
a dial-up Internet access service and has recently launched a high speed
wireless Internet access service; and other new providers. UPC Norge competes
in the telephone business primarily with Telenor, as well as with other new
providers and in-direct access telephone service providers.
Regulatory Issues. The regulatory environment in which our Norwegian system
operates significantly affects the operations of its business, including the
profitability and the timing of introduction of our new business lines. See
"Regulation--European Union" and "--Norway."
Corporate Ownership. We own 100% of UPC Norge.
Sweden: Stjarn TVnatetAB
The following selected financial data have been derived from the
unaudited pro forma consolidated financial statements of NBS Nordic Broadband
Services AB ("NBS") for the twelve months ended December 31, 1996, 1997 and
1998, and the unaudited consolidated historical financial statements of NBS
for the six months ended June 30, 1999. These financial statements have been
prepared in accordance with Swedish GAAP and with the Swedish Kronor as the
functional currency. NBS acquired Stjarn TV natet AB ("Stjarn") in May 1998.
Prior to the acquisition of Stjarn, NBS had no operations of its own. The
unaudited pro forma selected financial data for the years ended December 31,
1996, 1997 and 1998 set forth the financial information as if the acquisition
of Stjarn had taken place prior to the beginning of these periods. The
acquisition has been accounted for as a purchase and the unaudited pro forma
financial information for NBS reflects the financing required to effect the
acquisition and the creation of goodwill as a result of the acquisition. The
following selected financial data for the six months ended June 30, 1999
includes a translation using the average exchange rate of NLG0.24627 per
Swedish Kronor.
<TABLE>
<CAPTION>
Translation
to Guilders
-------------
Six Months Six Months
Year Ended December 31, Ended Ended
------------------------------- June 30, June 30,
1996 1997 1998 1999 1999
------------- ------- ------- ---------- -------------
(unaudited)
(in thousands, except percentages)
<S> <C> <C> <C> <C> <C>
Selected Financial Data:
Revenues................ (SEK) 241,972 247,429 252,359 135,713 (NLG) 33,422
Net operating income
(loss)................. (SEK) 31,844 35,601 (10,555) (5,938) (NLG) (1,462)
Adjusted EBITDA......... (SEK) 87,721 92,280 50,589 27,381 (NLG) 6,743
Adjusted EBITDA margin.. 36.3% 37.3% 20.0% 20.2% 20.2%
Total capital
expenditures........... (SEK) -- -- 61,492 69,460 (NLG) 17,106
Cash flows from
operating activities... (SEK) -- -- 39,111 26,543 (NLG) 6,537
Cash flows from
investing activities... (SEK) -- -- (61,492) (69,460) (NLG) (17,106)
Cash flows from
financing activities... (SEK) -- -- 13,148 (91,355) (NLG) (22,498)
</TABLE>
<TABLE>
<CAPTION>
As of December 31,
--------------------------- As of June 30,
1996 1997 1998 1999
----------- ------- ------- --------------
<S> <C> <C> <C> <C>
Other Data:
Homes passed..................... -- -- -- 421,600
Total subscribers................ 220,494 226,892 230,305 241,573
Video penetration................ -- -- -- 57.3%
Avg. mo. service rev. per video
subscriber...................... (NLG) 20.93 18.80 21.31 21.94
Two-way homes passed............. -- 300 300 84,000
Internet subscribers:
Residential.................... -- -- -- 709
Business....................... -- -- -- 1
</TABLE>
125
<PAGE>
Overview/Growth Strategy. As of June 30, 1999, Stjarn provided analog
television services across its broadband network to approximately 241,550
paying subscribers out of a total of approximately 421,600 homes passed in the
greater Stockholm area of Sweden. Stjarn has access to areas including a total
of approximately 770,000 homes. For the year ended December 31, 1998, Stjarn
had cable television-related revenues of approximately SEK252.5 million
(NLG63.2 million) and EBITDA of approximately SEK50.6 million (NLG12.7
million).
Stjarn launched Internet services in one area in the City of Stockholm in
April 1999. As of June 30, 1999, high speed Internet services had been offered
to approximately 60,000 connected homes, of which 700 homes had at that date
subscribed.
In February 1999, Stjarn gained approximately 7,700 subscribers through the
acquisition of Stockholm Kabel TV, a cable network provider in Stockholm.
Network. Stjarn's main headend is equipped with a total of 11 satellite
dishes to receive incoming analog television signals. As of June 30, 1999,
Stjarn's network connected approximately 241,550 homes in Greater Stockholm,
extending to a radius of approximately 40 kilometers from the head end.
Approximately 99% of Stjarn's 241,550 connected homes are served by one
connection point or headend.
Stjarn is currently upgrading its cable access network from 450 MHz to 550
MHz capacity with the potential to upgrade to 860 MHz bandwidth in the future.
The upgrade to 550 MHz is expected to be completed by the end of 1999, enabling
the launch of Internet and digital television services across its network.
Stjarn's upgraded network will have sufficient capacity to support Internet
services for up to 120,000 subscribers, 150 digital television channels and 30
analog television channels.
Stjarn leases the fiber optic cables it uses to link to its main headend
under agreements with Stokab, a city-controlled entity with exclusive rights to
lay ducts for cables for communications or broadcast services in the City of
Stockholm. The main part of the leased ducting and fiber optic cables is
covered by an agreement which expires in January 2019. Additional fibers are
leased under several short term agreements, most of which have three year terms
but some of which have ten year terms. In total, the Stokab network has access
to approximately 770,000 homes and 30,000 businesses. The network owned by
Stjarn extends from the fiber node to the house. Stjarn's systems are
critically dependent on these arrangements with Stokab.
Stjarn generally does not own internal wiring. However, under distribution
agreements with public housing associations, it has been granted exclusive
rights to use the existing cable networks and is responsible for maintenance,
service and repair. The three largest of these agreements cover approximately
110,000 connected homes. These agreements are valid through 2018.
Programming. Stjarn offers four tiers of programming to 92% of homes passed
by its network: a basic tier consisting of 11 channels; an extended basic tier
consisting of six channels; an International tier consisting of nine channels;
and two premium channels, Canal + and TV1000. The remaining 8% of homes passed
are offered limited program packages.
Results of Operations. For the year ended December 31, 1998, Stjarn had
total revenues of SEK252.4 million (NLG63.2 million) and EBITDA of
approximately SEK50.6 million (NLG12.7 million). For the year ended December
31, 1997, Stjarn had total revenues of SEK247.4 million (NLG63.1 million) and
EBITDA of approximately SEK92.3 million (NLG23.6 million). Stjarn's EBITDA
decreased SEK41.7 million (NLG9.7 million) for the year ended December 31, 1998
as compared to the year ended December 31, 1997, a 45% decrease. This decrease
in EBITDA was primarily related to an increase in operating expenses of SEK42.9
million (NLG9.5 million) from SEK54.4 million (NLG13.9 million) in 1997 to
SEK97.3 million (NLG23.4 million) in 1998. Approximately SEK 17.5 million
(NLG4.4 million) of this operating expense increase related to management
bonuses and other costs related to the acquisition of
126
<PAGE>
Stjarn by NBS. The remaining increase included additional marketing expenses of
SEK7.1 million (NLG1.74 million) and other costs related to preparing for the
broadband services, office moving expenses, consulting fees and Year 2000
compliance. Unlike our other systems where we own the system and do not pay
lease fees, the lease fees paid by Stjarn for fiber and ducting are included in
Stjarn's operating expense and, accordingly, negatively impact EBITDA.
Budgeted Capital Expenditures and Capital Resources. Stjarn has budgeted
approximately SEK216.8 million (NLG53.1 million) for capital expenditure for
1999. Of this amount, SEK102.8 million (NLG25.2 million) has been budgeted for
the network upgrade. SEK43.5 million (NLG10.7 million) has been budgeted for
Internet services related investments. Stjarn expects to fund these investments
through available cash flow and borrowings.
Competition. Stjarn faces competition from existing cable operators, from
providers of DTH services and from digital terrestrial broadcasters. There are
currently four major cable television operators in Sweden: Telia, Kabelvision,
Sweden On Line and Stjarn. In contrast to Stjarn, many of its competitors have
shorter customer contracts. These contracts only cover the provision of a
television signal.
At present, Stjarn and Telia are the only cable television operators who
have the technological capability to offer interactive digital cable television
services in Sweden. Stjarn may also face competition from providers of digital
terrestrial television. In order to receive digital terrestrial television,
customers will need a set-top box to decode the digital signals received.
Stjarn has chosen to wait for the introduction of a new set-top box that is
currently expected to be available within a year.
Internet access services have been available to residential customers in
Sweden since the middle of 1994. Industry sources indicate that at the end of
1998, there were approximately 1.4 million subscribers to Internet services in
Sweden. At present, there are three major Internet service providers, Telia,
which has approximately 40% of the total number of subscribers, Tele2, which
has approximately 28% of the total number of subscribers, and TeleNordia, which
has approximately 14% of the total number of subscribers. The average monthly
fee for an Internet user is between SEK300 (NLG73.4) and SEK350 (NLG85.7).
Regulatory Issues. Any change in the regulatory environment in which Stjarn
operates could affect the operations of its business, including the
profitability and the timing of introduction of our new business lines. See
"Regulation--European Union" and "--Sweden."
Corporate Ownership. In July 1999, we acquired 100% of Stjarn.
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<PAGE>
Israel: Tevel Israel International Communications Ltd.
The following selected financial data have been derived from the
financial statements of Tevel Israel International Communications Ltd. In
April 1998, Tevel acquired the approximately 144,000-subscriber Gvanim cable
television systems in two areas adjacent to Tevel's existing operations. The
financial data as of December 31, 1998 includes nine months of Gvanim's
operating results. These financial statements have been prepared in
accordance with Israeli GAAP with the New Israeli shekel as the functional
currency adjusted for changes in the general purchasing power of the New
Israeli shekel using the consumer price index as of June 30, 1999. The
following selected financial data for the six months ended June 30, 1999
includes a translation using the average exchange rate for the period of
0.49574 Dutch guilders per New Israeli shekel.
<TABLE>
<CAPTION>
Translation
to Guilders
-------------
Six Months Six Months
Year Ended December 31, Ended Ended
---------------------------- June 30, June 30,
1996 1997 1998 1999 1999
------- ------- ---------- ---------- -------------
(unaudited)
(in thousands, except percentages)
<S> <C> <C> <C> <C> <C> <C>
Selected Financial Data:
Revenues................ (NIS) 355,676 387,976 573,258 344,735 (NLG) 170,899
Net operating income
(loss)................. (NIS) 86,834 101,501 125,585 63,762 (NLG) 31,609
Adjusted EBITDA......... (NIS) 192,716 213,024 317,056 178,059 (NLG) 88,271
Adjusted EBITDA margin.. 54.2% 54.9% 55.3% 51.7% 51.7%
Total capital
expenditures........... (NIS) 52,108 61,330 119,359 64,289 (NLG) 31,871
Cash flows from
operating activities... (NIS) 139,757 141,390 164,891 101,159 (NLG) 50,149
Cash flows from
investing activities... (NIS) (55,693) (63,647) (1,098,691) (61,480) (NLG) (30,478)
Cash flows from
financing activities... (NIS) (83,668) (77,749) 973,354 (37,222) (NLG) (18,452)
</TABLE>
<TABLE>
<CAPTION>
As of December 31,
------------------------- As of June 30,
1996 1997 1998 1999
------- ------- ------- --------------
<S> <C> <C> <C> <C> <C>
Other Data:
Homes passed................ 334,426 350,392 575,976 592,326
Basic video subscribers..... 231,712 241,874 402,355 410,380
Basic video penetration..... 69.3% 69.0% 69.9% 69.3%
Avg. mo. service rev. per
video subscriber........... (NLG) 59.57 61.30 62.82 67.26
Two-way homes passed........ 334,426 350,392 363,819 373,312
</TABLE>
Overview/Growth Strategy. Tevel has exclusive cable television broadcasting
franchises for the entire Tel Aviv metropolitan area, the region of Ashdod-
Ashkelon, which is 30 miles south of Tel Aviv, and the Jezreel Valley, which is
80 miles northeast of Tel Aviv. We currently own 46.6% of Tevel. In April 1998,
Tevel acquired 100% of Gvanim Cable Television Ltd. and has since fully
integrated Gvanim's operations with its own. The Gvanim acquisition increased
Tevel's total subscribers as of June 30, 1999 to approximately 410,375 in
franchise areas representing over 610,500 homes, or approximately 40% of the
total homes in Israel.
Tevel's growth strategy is to increase its subscriber base by completing
build out within existing franchise areas, particularly in the Gvanim franchise
areas, increase penetration rates by offering a wider variety of programming
and increase sales of enhanced services, such as impulse pay-per-view in the
Gvanim franchise areas. Should liberalization occur, Tevel may consider
launching its own telephone and Internet/data services. See "Regulation--
Israel."
128
<PAGE>
In addition to its cable operations, Tevel owns 50% of Globcall, a
telecommunications equipment company that designs, installs and maintains
switching systems for businesses. As of June 30, 1999, Globcall served
approximately 500 sites with a total of approximately 60,000 outlets. Tevel
also owns 33% of Netvision, one of Israel's leading Internet service providers.
Network. Tevel owns the complete cable television infrastructure for each
of its cable systems from the headend to the home. The systems' construction
incorporates 550 MHz capability, representing approximately 50 channels, with a
25 MHz return path providing approximately 373,300 homes passed with two-way
capability for impulse pay-per-view services only. Tevel plans to upgrade all
of its systems to 750 MHz hybrid fiber coaxial technology capable of providing
cable telephone and Internet/data services. Currently, Gvanim's network is a
one- way system with a substantial overlay of fiber optic backbone, but it is
being upgraded to full two-way capability with the installation of 860 MHz
hybrid fiber coaxial technology. Tevel expects that the upgrade of all of its
systems will be substantially complete by mid-2000.
Programming. Tevel offers basic subscribers approximately 40 channels of
programming, including a wide range of entertainment, news, sports, performing
arts and educational channels. Five pay-per-view channels are also available in
all of Tevel's areas. Currently, over 30% of Tevel's subscribers purchase at
least one pay-per-view offering per month. Tevel has applied to extend its
license to provide pay-per-view services in all of its franchise areas. Tevel
has also applied for a license to provide pay-per-view services in Gvanim's
franchise areas. The Communications Ministry has indicated that it intends to
change a number of terms of Tevel's pay-per-view license, and has offered
Gvanim a pay-per-view license on terms incorporating these changes. Tevel is
opposed to these term changes and is negotiating with the Communications
Ministry over the terms of the extension of its pay-per-view license and
Gvanim's pay-per-view license. Tevel's current pay-per-view license has been
extended until December 31, 1999.
Tevel, Gvanim and the other Israeli cable television operators own a
programming company, ICP Israel Cable Programming Company Limited. See
"Regulation--Israel." ICP purchases programming rights for subsequent sale to
cable television operators in Israel and produces two cable-exclusive channels:
a general entertainment channel and a movie channel. Programming for a
children's channel, a sports channel and a channel showing nature, science and
art documentaries are produced by third parties. ICP is considered a
"restrictive arrangement" under Israeli Restrictive Trade Practices law and is
regulated by an arrangement that was to expire in June 1999. The arrangement
has been extended temporarily until October 31, 1999. See "Regulation--Israel."
Results of Operations. For the year ended December 31, 1998, Tevel had
total revenues of approximately NLG284.2 million and Adjusted EBITDA of
approximately NLG157.2 million. These amounts include nine months of revenue
from the Gvanim systems acquired in April 1998. For the year ended December 31,
1997, Tevel had total revenues of approximately NLG192.3 million and Adjusted
EBITDA of approximately NLG105.6 million.
Budgeted Capital Expenditures and Capital Resources. Tevel has budgeted
approximately $45.0 million and $50.0 million for capital expenditures in 1999
and 2000, respectively, primarily to continue to upgrade its network. Tevel
expects to fund these expenditures through available cash flow. To finance the
Gvanim acquisition, Tevel borrowed NIS928.3 million (NLG447.6 million) under a
nine-year term loan. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Liquidity and Capital Resources--Debt
Facilities."
Competition. Because Tevel and Gvanim have exclusive cable television
licenses, to date they have experienced no competition from other multi-channel
television providers. The Israeli government recently passed legislation,
however, to grant licenses to DTH satellite service operators. To date, such a
license has been granted to a group headed by Bezeq, the Israeli incumbent
telecommunications service provider. An additional license application has been
filed by another group. These operators are expected to begin providing DTH
satellite services by early 2000. ICP or the cable operators may be required to
sell to DTH satellite service operators its channels that are currently offered
exclusively to cable television operators. See "Regulation--Israel."
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<PAGE>
Regulatory Issues. The regulatory environment in which Tevel operates
significantly affects the operations of its business, including the
profitability and the timing of introduction of our new business lines. See
"Regulation--Israel."
Corporate Ownership. We currently own indirectly 46.6% of Tevel. An Israeli
corporation owned by DIC Communication and Technology Ltd. and PEC Israel
Economic Corporation, which we call the "Discount Group," owns 48.4% of Tevel
and a private Israeli investor holds the remaining 5% of Tevel.
Tevel is managed by a board of directors. We have the right to designate
one of Tevel's five directors for each 17% of Tevel that we own. Currently, two
Tevel directors are our appointees. Each of Tevel's shareholders has agreed to
grant a right of first refusal to the other shareholders in the event of a
transfer of any Tevel shares. If the other shareholders do not exercise this
right, they are permitted to participate in the sale and may require the
selling shareholder to include in the transferred shares such number of shares
equal to each shareholder's pro rata amount.
In addition, any shareholder of Tevel that holds more than a 30% interest
may offer its shares to the other shareholders at a price based upon the
appraised fair market value of Tevel. If the other shareholders do not accept
the offer, the offering shareholder may require that all of the shares of Tevel
be sold to a third party at the appraised value. Any such sales would be
conditioned on receipt of appropriate regulatory and other consents. If a third
party has not agreed to purchase the Tevel shares at the appraised value within
six months of the date the appraisal is delivered to Tevel and the
shareholders, the right to exercise the forced buyout option lapses and any
shareholder that thereafter desires to exercise the forced buyout option must
first offer to sell its shares to the other shareholder at fair market value
based on a new appraisal. No shareholder may exercise this forced buyout option
more than once in any 12-month period. Neither party has exercised the forced
buyout option. We and the Discount Group have agreed not to exercise this
forced buyout option while our loan from DIC is outstanding. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Liquidity and Capital Resources--Debt Facilities."
Tevel's shareholders, other than the private Israeli investor, have agreed
not to compete with Tevel in respect of certain cable telecommunications
services and complementary businesses in Israel unless the Tevel board of
directors decides that Tevel will not participate in such systems or
businesses.
Tevel has entered into two consulting agreements, one with affiliates of
the Discount Group and one with us. Pursuant to these agreements, Tevel is
required to pay to each of us and the Discount Group up to 2.5% of Tevel's
annual gross revenues, excluding customer premise equipment deposits. Tevel is
entitled to terminate the consulting agreement with either us or the Discount
Group if such holder's share ownership in Tevel falls below 20%. The validity
of the consulting agreements has been challenged by Tevel's minority
shareholder, claiming that the consulting fee is not proportionate to the
services rendered. Accordingly, the minority shareholder has claimed that these
agreements constitute an oppression of the minority under Israeli law and has
demanded cancellation of the consulting agreements. Tevel, we and the Discount
Group have rejected these claims. The minority owner filed a claim in the
District Court of Tel Aviv on June 1, 1999 and on September 8, 1999, Tevel
served its statement of defense.
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<PAGE>
Central and Eastern Europe
Czech Republic
The following selected financial data has been derived from the financial
statements of the respective companies. The financial statements for KabelNet
have been prepared in accordance with generally accepted accounting
principles in The Netherlands with the Czech koruna as the functional
currency. The financial statements of Kabel Plus, which we have recently
agreed to acquire, have been prepared in accordance with generally accepted
accounting principles in the United States of America with the Czech koruna
as the functional currency. The following selected financial data have been
converted to Dutch guilders using the average exchange rate for the relevant
period which corresponds in each case to the average exchange rate used in
the respective companies' financial statements for the periods indicated.
<TABLE>
<CAPTION>
KabelNet Kabel Plus
----------------------------- -----------------------------
Year Ended Six Months Year Ended Six Months
December 31, Ended December 31, Ended
---------------- June 30, ---------------- June 30,
1997 1998 1999 1997 1998 1999
------- ------- ----------- ------- ------- -----------
(unaudited) (unaudited)
(in thousands, except percentages)
<S> <C> <C> <C> <C> <C> <C> <C>
Selected Financial Data:
Revenues............... (NLG) 7,492 8,909 4,712 39,915 47,540 25,963
Net operating income
(loss)................ (NLG) (13,116) (10,668) (2,629) (25,145) (16,788) (4,790)
Adjusted EBITDA........ (NLG) (6,730) (1,887) (565) (8,781) 3,633 4,924
Adjusted EBITDA
margin................ N/A N/A N/A N/A 7.6% 19.0%
Total capital
expenditures.......... (NLG) 4,217 1,041 2,753 32,752 9,026 4,343
Cash flows from
operating activities.. (NLG) (13,608) (5,469) (1,591) (16,396) (14,490) (27)
Cash flows from
investing activities.. (NLG) (2,293) (1,384) (857) (33,260) (9,026) (3,624)
Cash flows from
financing activities.. (NLG) 14,563 7,307 2,358 45,018 13,690 1,771
<CAPTION>
As of As of
December 31, As of December 31, As of
---------------- June 30, ---------------- June 30,
1997 1998 1999 1997 1998 1999
------- ------- ----------- ------- ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Other Data:
Homes passed........... 145,650 151,716 157,586 609,017 613,000 620,000
Basic video
subscribers........... 51,571 54,153 55,649 385,272 368,000 359,000
Basic video
penetration........... 35.4% 35.7% 35.3% 63.3% 60.0% 57.9%
Avg. mo. service rev.
per video subscriber.. (NLG) 12.30 13.34 13.63 4.47 7.03 8.46
Two way homes passed... -- -- -- -- 800 800
Telephone Subscribers:
Residential(1)........ -- -- -- -- 800 800
Business.............. -- -- -- -- -- --
</TABLE>
--------
(1) Excludes 3,200 experimental antenna-based telephone subscribers.
Overview/Growth Strategy. We own 100% of KabelNet, our Czech Republic
subsidiary that provides cable and "wireless" cable television services in the
cities of Prague and Brno, the Czech Republic's second largest city. At
June 30, 1999, the wireless cable system served approximately 44,800
subscribers in both cities and the cable system served approximately 9,875
subscribers in Prague. KabelNet's penetration rate was 35.5% as of June 30,
1999. There are no current plans to launch telephone or Internet/data services
in KabelNet's systems.
In June 1999, we agreed to acquire 94.6% of Kabel Plus, the leading
provider of cable television services in the Czech Republic. At June 30, 1999,
Kabel Plus's cable system served about 320,000 subscribers in the Czech
Republic and about 43,000 subscribers in the Slovak Republic. We intend to
increase Kabel Plus' subscriber revenue by increasing sales of premium cable
packages.
131
<PAGE>
Network. KabelNet's systems currently offer programming over an MMDS
network and a hybrid fiber coaxial cable network. KabelNet owns the complete
cable system infrastructure for each of its systems from the headend to the
home. KabelNet has no plans to introduce two-way services to its network at
this time.
Kabel Plus currently provides programming over traditional cable television
coaxial networks to the majority of its customers. It also provides programming
over MMDS networks in two communities in the Czech Republic and two in
Slovakia. Kabel Plus owns the infrastucture of its networks.
Programming. KabelNet offers subscribers three tiers of programming
comprising approximately 16 channels:
. five "must carry" channels,
. a 15-channel basic tier, which includes the "must carry" channels, and
. one premium channel, HBO Czech.
Approximately eleven channels, including HBO Czech, are available in both the
Czech and Slovak languages. Currently, approximately 12.5% of KabelNet's cable
subscribers take the 15-channel basic tier package.
The Kabel Plus systems have various programming line ups depending on the
size of the network and the location and availability of off air channels.
Kabel Plus provides three levels of service with the following number of
channels:
. seven to ten "must carry" channels;
. 15 to 20 channel satellite level service; and
. one premium level service, HBO Czech.
Result of Operations. For the year ended December 31, 1998, KabelNet had
total revenues of approximately NLG8.9 million and Adjusted EBITDA of
approximately negative NLG1.9 million. For the year ended December 31, 1997,
KabelNet had total revenues of approximately NLG7.5 million and Adjusted EBITDA
of approximately negative NLG6.7 million.
For the year ended December 31, 1998, Kabel Plus had total revenues of
NLG47.5 million and Adjusted EBITDA of NLG3.6 million. For the year ended
December 31, 1997, Kabel Plus had total revenues of approximately NLG39.9
million and Adjusted EBITDA of approximately negative NLG8.8 million.
Budgeted Capital Expenditures and Capital Resources. KabelNet has budgeted
approximately NLG2.5 million and NLG0.9 million for capital expenditures in
1999 and 2000, respectively, primarily to expand MMDS distribution. KabelNet
expects to fund these expenditures through available cash flow and funding from
us. KabelNet has no bank debt. An additional NLG3.9 million and NLG29.9 million
has been budgeted for Kabel Plus for 1999 and 2000, respectively. We will
consolidate NLG46.2 million of debt as of March 31, 1999 following the Kabel
Plus acquisition.
Competition. KabelNet faces competition in its service area. Currently,
parts of its service areas have been overbuilt by Kabel Plus and Dattel Kabel
in Prague and Kabel Plus in Brno. In June 1999, we agreed to acquire 94.6% of
Kabel Plus as described above. Overbuilding is when a cable network is
installed where a multi-channel video services provider already existed.
Regulation. The regulatory environment in which KabelNet and Kabel Plus
operate significantly affects the operations of their businesses, including the
profitability and the timing of introduction of our new business lines. See
"Regulation--Czech Republic."
Corporate Ownership. We own 100% of KabelNet. In June 1999, we agreed to
acquire 94.6% of Kabel Plus.
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Hungary: UPC Magyarorszag
The following selected financial data have been derived from the
financial statements of the respective companies. Because Telekabel Hungary
began operations in July 1998, the financial information presented below for
the year ended December 31, 1998 includes results of Kabelkom and Kabeltel
for the first six months of 1998 and includes results from Telekabel Hungary
from formation to December 31, 1998. The financial statements for Kabeltel,
Kabelkom and Telekabel Hungary have been prepared in accordance with
generally accepted accounting principles in Hungary, the United States of
America and The Netherlands, respectively, with the Hungarian forint as the
functional currency. The following selected financial data have been
converted to Dutch guilders using the average exchange rate for the relevant
period which corresponds in each case to the average exchange rate used in
the respective companies' financial statements for the periods indicated.
<TABLE>
<CAPTION>
Kabelkom Kabeltel
------------------ -------------------
Year Ended Year Ended December
December 31, 1997 31, 1997
----------------- -------------------
(in thousands, except percentages)
<S> <C> <C> <C>
Selected Financial Data:
Revenues..................... (NLG) 32,717 9,555
Net operating income (loss).. (NLG) 11,660 (283)
Adjusted EBITDA.............. (NLG) 14,857 778
Adjusted EBITDA margin....... 45.4% 8.1%
Total capital expenditures... (NLG) 11,213 6,759
Cash flows from operating
activities.................. (NLG) 10,973 (6,298)
Cash flows from investing
activities.................. (NLG) (11,213) (6,759)
Cash flows from financing
activities.................. (NLG) (854) 14,409
<CAPTION>
As of December 31, As of December 31,
1997 1997
------------------ -------------------
<S> <C> <C> <C>
Other Data:
Homes passed................. 290,690 113,875
Basic video subscribers...... 266,775 102,405
Basic video penetration...... 91.8% 89.9%
Avg. mo. service rev. per
video subscriber............ (NLG) 10.73 7.43
<CAPTION>
Telekabel Hungary
--------------------------------------
Year Ended Six Months Ended
December 31, 1998 June 30, 1999
------------------ -------------------
(unaudited)
(in thousands, except percentages)
<S> <C> <C> <C>
Selected Financial Data:
Revenues..................... (NLG) 52,697 34,984
Net operating income (loss).. (NLG) 8,692 3,620
Adjusted EBITDA.............. (NLG) 19,569 11,263
Adjusted EBITDA margin....... 37.1% 32.2%
Total capital expenditures... (NLG) 25,070 22,464
Cash flows from operating
activities.................. (NLG) 9,088 (16,806)
Cash flows from investing
activities.................. (NLG) (31,182) (21,207)
Cash flows from financing
activities.................. (NLG) 26,579 39,902
<CAPTION>
As of December 31,
1998 As of June 30, 1999
------------------ -------------------
<S> <C> <C> <C>
Other Data:
Homes passed................. 510,622 550,423
Basic video subscribers...... 442,567 449,337
Basic video penetration...... 86.7% 81.6%
Avg. mo. service rev. per
video subscriber............ (NLG) 10.80 12.97
</TABLE>
Overview/Growth Strategy. In June 1998, we increased our interest in
Kabelkom, Hungary's largest operator of cable television systems, from 50% to
100%. Shortly thereafter, Kabelkom combined operations with Kabeltel, Hungary's
second largest operator of cable television systems, creating Telekabel
Hungary, in which we retain a 79.25% interest. As of June 30, 1999, Telekabel
Hungary had approximately 449,325 subscribers. We are launching Internet/data
services in certain areas of Telekabel Hungary's systems in 1999.
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<PAGE>
When Kabelkom was formed in 1991, its systems had average monthly revenue
per subscriber of less than NLG2.0. Through the addition of local language
programming and other enhanced video services, these systems had average
monthly revenue per subscriber of more than NLG10.80 for the year ended
December 31, 1998.
Network. Telekabel Hungary owns the complete cable television
infrastructure for each of its systems from the headend to the home. We are
upgrading these networks. In Budapest, the network will be upgraded to 750 MHz
hybrid fiber coaxial technology with 65 MHz return path. As of June 30, 1999,
approximately 101,425 customers were already served by the rebuilt network.
Programming. Our Hungarian system offers subscribers four tiers of
programming comprising approximately 35 channels:
. ""lifeline'' package, the broadcast channels required by the government
to be carried,
. basic tier, which includes a limited number of satellite channels and the
broadcast channels required by the government to be carried,
. an expanded basic tier, and
. a premium service, HBO-Hungary.
Approximately 25 channels, including HBO-Hungary, are available in Hungarian.
In our Hungarian systems, 80.0% of all subscribers passed by our upgraded
network subscribe to the expanded basic tier package.
Results of Operations. As of December 31, 1998, combined revenues and
Adjusted EBITDA for the year then ended were approximately NLG52.7 million and
NLG19.6 million, respectively. For the year ended December 31, 1997, Kabelkom
had total revenues of approximately NLG32.7 million and Adjusted EBITDA of
approximately NLG14.9 million. For the year ended December 31, 1997, Kabeltel
had total revenues of approximately NLG9.6 million and Adjusted EBITDA of
approximately NLG0.8 million. The relative increase in combined revenue is the
result of acquisitions in January 1998 (20,000 subscribers), May 1998 (18,000
subscribers) and the rebuild of approximately 60,000 homes. This rebuild
permits us to offer enhanced services in the former Kabeltel systems,
generating an average additional monthly revenue of approximately NLG3.0 per
subscriber.
Budgeted Capital Expenditures and Capital Resources. Telekabel Hungary has
budgeted approximately NLG57.1 million and NLG19.1 million for capital
expenditures in 1999 and 2000, respectively, primarily to continue the network
upgrade, line extensions and acquisitions. Telekabel Hungary expects to fund
these expenditures through available cash flow, the Telekabel Hungary Facility
and support from us. See "UPC Management's Discussion and Analysis of Financial
Condition and Results of Operations--Liquidity and Capital Resources."
Competition. Our Hungarian system currently averages over 83% penetration
in its service area and faces limited competition in its multi-channel video
services from direct to home satellite services and, in some areas, other cable
television systems and a microwave services provider. In our Internet/data
services, we compete against MATAV, the incumbent telecommunications operator,
and other new providers of such services.
Regulatory Issues. The regulatory environment in which Telekabel Hungary
operates significantly affects the operation of its business, including the
profitability and timing of introduction of our new business there. See
"Regulation--Hungary."
Corporate Ownership. We and The First Hungary Fund Ltd., an investment
fund, indirectly own 79.25% and 20.75%, respectively, of the ordinary share
capital of Telekabel Hungary. Telekabel Hungary owns 100% interests in 10
Kabelkom systems contributed by us and 100% in four Kabeltel systems
contributed by The First Hungary Fund. Our shares of Telekabel Hungary are
pledged in favor of
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<PAGE>
Telekabel Hungary's DEM65.6 million bridge finance lenders. These pledges are,
however, in the process of being released. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Liquidity and
Capital Resources--Debt Facilities."
One of our wholly-owned subsidiaries is solely responsible for day-to-day
management of Telekabel Hungary, under the supervision of Telekabel Hungary's
supervisory board. The supervisory board has four members, three of which are
appointed by us and one by The First Hungary Fund. The parties have agreed that
the supervisory director appointed by The First Hungary Fund may block the
required supervisory board approval of any element of the business plans and
budgets of Telekabel Hungary and its subsidiaries that he reasonably determines
would decrease the shareholders' value of Telekabel Hungary to the detriment of
The First Hungary Fund while we would obtain an increase in value other than
through Telekabel Hungary or its subsidiaries. Certain major decisions
concerning Telekabel Hungary and its subsidiaries, such as the merger,
demerger, liquidation and sale of all or substantially all of the assets of
those entities, the amendment of their articles of association, and the
issuance of certain preference shares, require approval of The First Hungary
Fund's representative so long as The First Hungary Fund owns at least 10% of
Telekabel Hungary's share capital.
Moreover, we and The First Hungary Fund can dispose of our shares in
Telekabel Hungary after December 31, 1999, either to the other at fair market
value, to a third party or through a registration of such shares under the
Securities Act or on a European exchange. The selling shareholder must first
offer its shares to the other and, if the non-selling shareholder declines to
purchase such shares, the shares may be sold to a third party on terms no less
favorable than the terms offered to the non-selling shareholder for a six-month
period after the non-selling shareholder so declines.
Hungary: Monor
Monor, one of our Hungarian operating companies, has offered traditional
telephone services since December 1994. As of June 30, 1999, we owned a 47.54%
economic interest in Monor.
Monor has the exclusive, local-loop telephone concession for the region of
Monor, Hungary. Monor has 85,000 homes in its franchise area, with
approximately 84,900 traditional fixed line telephone homes passed and
approximately 70,050 cable television homes passed. It served approximately
71,700 traditional telephone access lines under an exclusive franchise
extending until 2002, and approximately 31,675 cable television subscribers as
of June 30, 1999. Revenues for the year ended December 31, 1998 of
approximately NLG35.6 million. As of June 30, 1999, Monor had total revenues of
approximately NLG20.5 million and EBITDA of approximately NLG13.3 million for
the six months then ended. Monor had approximately $39.6 million of outstanding
bank debt as of June 30, 1999.
Corporate Ownership. We and our partner, PenneCom B.V., each own about a
47.54% economic interest and about a 37.5% voting interest in Monor. The
remaining economic and voting interests are owned by several Hungarians. We
have agreed to purchase PenneCom's interest in Monor. The purchase price is
approximately $45.0 million.
Recent Developments
We recently expanded our footprint in Budapest with the acquisition of
Ujpest, a cable system adjacent to our existing systems. This acquisition, for
which we paid $10.0 million (NLG20.5 million), adds approximately 28,000
subscribers to our Hungarian systems, passing some 34,000 homes. This
transaction closed in August 1999 and has not been reflected in any of the
statistical or pro forma financial or other information contained in this
prospectus.
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<PAGE>
Poland: @Entertainment, Inc.
In August 1999 we acquired 100% of the outstanding shares of
@Entertainment. The following selected financial data have been derived from
the financial statements of @Entertainment, Inc. These financial statements
have been prepared in accordance with U.S. GAAP with the U.S. dollar as the
reporting currency. The following selected financial data for the six months
ended June 30, 1999 includes a translation using the average exchange rate
during the period of 2.029 Dutch guilders per U.S. dollar.
<TABLE>
<CAPTION>
Translation
Year Ended December 31, to Guilders
--------------------------- --------------
Six Months Six Months
Ended June 30, Ended June 30,
1996 1997 1998 1999 1999
-------- ------- -------- -------------- --------------
(unaudited)
(in thousands, except percentages)
<S> <C> <C> <C> <C> <C> <C>
Selected Financial Data:
Revenues................ (USD) 24,923 38,138 61,859 39,855 (NLG) 80,866
Net operating income
(loss)................. (USD) (1,347) (42,670) (100,813) (79,054) (NLG)((160,401)
Adjusted EBITDA......... (USD) 8,441 (8,274) (74,509) (56,355) (NLG) (114,344)
Adjusted EBITDA margin.. 33.9% N/A N/A N/A N/A
Total capital
expenditures........... (USD) 26,581 39,643 114,992 20,311 (NLG) 41,211
Cash flows from
operating activities... (USD) 6,112 (18,773) (70,668) (71,056) (NLG) (144,173)
Cash flows from
investing activities... (USD) (74,861) (64,842) (147,210) (22,209) (NLG) (45,062)
Cash flows from
financing activities... (USD) 134,889 120,823 125,242 154,495 (NLG) 313,470
</TABLE>
<TABLE>
<CAPTION>
As of December 31, As of
------------------------------- June 30,
1996 1997 1998 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Other Data:
Homes passed by cable... 1,088,540 1,408,099 1,591,981 1,669,384
Total video
subscribers............ 539,342 768,901 935,340(1) 966,767(2)
Total video
penetration............ 49.5% 54.6% 58.8% 57.9%
Avg. mo. basic service
rev. per basic video
subscriber............. (NLG) 7.37 9.73 11.32 12.88
</TABLE>
--------------------
(1) Does not include 95,378 DTH Subscribers.
(2) Includes 32,128 and 219,165 subscribers to the intermediate and broadcast
packages, respectively. Does not include 146,095 DTH subscribers.
Overview/Growth Strategy. @Entertainment operates the largest cable
television system in Poland with approximately 1,669,375 homes passed and
approximately 966,750 cable and 146,095 DTH total subscribers as of June 30,
1999. @Entertainment's cable subscribers are located in regional clusters
encompassing eight of the ten largest cities in Poland, including those cities
which @Entertainment believes provide the most favorable demographics for cable
television in the country.
@Entertainment expanded its distribution capacity with the launch of its
DTH broadcasting service for Poland, targeted at homes outside of its cable
network coverage area. DTH subscribers receive Wizja TV (described below under
"Programming"). @Entertainment's multi-channel Polish-language DTH service, the
first such service available in Poland, is broadcast from its transmission
facilities in Maidstone, UK. As of June 30, 1999, @Entertainment had sold to
Philips' authorized retailers approximately 160,000 DTH packages. As of June
30, 1999 Philips had sold and installed approximately 146,075 of these packages
to consumers.
Network. @Entertainment's fiber-optic cable television networks serve
approximately 67% of its subscribers. All of @Entertainment's cable networks
have bandwidths of at least 550 MHz, with one network as high as 1 GHz. New
portions of the networks that are currently being constructed are being
designed to have minimum bandwidths of 860 MHz and @Entertainment intends to
upgrade any portions
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<PAGE>
of its cable networks that have bandwidths below 550 MHz (generally acquired
from other entities) to at least 860 MHz by the first quarter of 2000.
@Entertainment's cable television networks have been constructed with the
flexibility and capacity to be cost-effectively reconfigured to offer an array
of interactive and integrated entertainment, telecommunications and information
services.
@Entertainment's equipment used for its cable television business includes
106 headends for cable networks and approximately 5,511 kilometers of cable and
fiber plant as of June 30, 1999. @Entertainment has been able to avoid
constructing its own underground conduits in certain areas by entering into a
series of agreements with TPSA (the Polish national telephone company) which
permit @Entertainment to use TPSA's infrastructure for an indefinite period or
for fixed periods up to 20 years. As of June 30, 1999, approximately 76.8% of
@Entertainment's cable television plant has been constructed utilizing pre-
existing conduits from TPSA. A substantial portion of @Entertainment's
contracts with TPSA for the use of such conduits permits termination by TPSA
without penalty at any time either immediately upon the occurrence of certain
conditions or upon provision of three to six months' notice without cause.
Generally speaking, TPSA may terminate a conduit agreement immediately (and
without penalty) if: (1) @Entertainment does not have a valid permit from the
Polish State Agency of Radio Communications authorizing the construction and
operation of a cable television network in a specified geographic area covering
the subscribers to which the conduit delivers a signal; (2) @Entertainment's
cable network serviced by the conduit does not meet the technical
specifications required by the Polish Communications Act of 1990; (3)
@Entertainment does not have a contract with the Polish cooperative authority
allowing for the installation of the cable network; or (4) @Entertainment does
not pay the rent required under the conduit agreement. In addition, as of June
30, 1999, TPSA was legally entitled to terminate conduit agreements covering
approximately 4% of @Entertainment's subscribers as a result of
@Entertainment's failure to comply with certain terms of its conduit agreements
with TPSA. Any termination by TPSA of such contracts could result in
@Entertainment losing its permits, the termination of agreements with co-op
authorities and programmers, and an inability to service customers with respect
to the areas where its networks utilize the conduits that were the subject of
such TPSA contracts.
@Entertainment's DTH service is encoded, processed, compressed, encrypted,
multiplexed (i.e., combined with other channels), modulated (i.e., applied to
the designated carrier frequency for transmission to satellite) and transmitted
from its Maidstone, U.K. facility to geosynchronous satellites ("uplinked")
that receive, convert and amplify the digital signals and retransmit them to
earth in a manner that allows individual subscribers to receive and be billed
for the particular programming services to which they subscribe.
@Entertainment has a 5-year contract with British Telecommunications plc
("BT") for the provision and maintenance of uplink equipment at Maidstone.
Other than the BT uplink equipment, @Entertainment owns all the required
broadcasting equipment at its facility in Maidstone. @Entertainment's
programming is currently transmitted to the transponders leased by
@Entertainment on Astra satellites 1E and 1F. @Entertainment's DTH signal is
beamed by these satellites back to earth where it may be received in Poland by
@Entertainment's DTH subscribers with the appropriate satellite reception
equipment and by @Entertainment's cable headends for distribution to cable
subscribers.
Programming. @Entertainment currently offers between 30 and 70 channels to
its cable television basic package subscribers. The basic package generally
includes all Polish terrestrial broadcast channels, most major European
satellite programming legally available in Poland, regional and local
programming and, on most of its cable networks, Wizja TV, including
@Entertainment's proprietary Polish language channel, Atomic T.
@Entertainment's cable television basic package offerings vary by location.
@Entertainment also offers cable subscribers an intermediate package, which
includes approximately 17 to 24 channels, and a broadcast package, which
includes 6 to 12 broadcast channels. The intermediate package costs
approximately one-half of the amount charged for the basic package and is
designed to compete with the small cable operators on the basis of price. The
broadcast package costs substantially
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<PAGE>
less than the intermediate package and include the all Polish terrestrial
broadcast channels which often have poor quality when broadcast over the air.
@Entertainment's DTH subscribers currently receive @Entertainment's Wizja
TV programming, which currently consists of approximately 24 channels.
@Entertainment, both directly and through joint ventures, produces
television programming for distribution. @Entertainment has developed a multi-
channel, primarily Polish-language programming platform under the brand name
Wizja TV. Wizja TV's current channel line-up includes four channels, Atomic TV,
Wizja 1, Wizja Pogoda and Twoja Wizja, that are owned and operated by
@Entertainment, and 20 channels that are produced by third parties, 11 of which
are broadcast under exclusive agreements for pay television in Poland.
@Entertainment currently distributes Atomic TV and intends to distribute
the Wizja TV programming package to third party cable operators in Poland on a
per-subscriber fee basis. @Entertainment exchanged letters and continues
negotiations with two major cable associations in Poland, representing an
aggregate of approximately 2.6 million subscribers (including @Entertainment's
cable subscribers), with the objective of making the Wizja TV programming
package available for distribution within the cable networks of other providers
which are members of the associations.
Results of Operations. For a complete description of @Entertainment's
Results of Operation for the year ended December 31, 1998 and the six months
ended June 30, 1999, see "@Entertainment Management's Discussion and Analysis
of Financial Condition and Results of Operations."
Budgeted Capital Expenditures and Capital Resources. We have budgeted
approximately NLG321.1 million and NLG419.5 million for capital expenditures in
1999 and 2000, respectively, primarily to upgrade @Entertainment's network and
make its systems ready for telephone and Internet services. We expect to fund
these expenditures with advances from us. Following our acquisition of
@Entertainment, we began consolidating @Entertainment's debt. As of June 30,
1999, @Entertainment had $382.5 million of debt outstanding.
Competition. @Entertainment competes with numerous operators of small cable
networks active throughout Poland. The largest competitors of @Entertainment in
Poland include Bresnan Communications and Multimedia Polska S.A. In addition,
@Entertainment understands that a number of cable operators in Poland have
formed, or are in the process of forming, a consortium for the joint creation
and production of Polish-language programming.
@Entertainment's cable television business also competes with companies
employing other methods of delivering television signals to the subscribers,
such as terrestrial broadcast television signals, analog direct-to-home
television services, multi-channel multi-point distribution system, and DTH
services (including @Entertainment's own DTH service).
Regulation. The regulatory environment in which @Entertainment operates
significantly affects the operations of its business, including the
profitability and the timing of introduction of our new business lines. See
"Regulation--Poland."
Corporate Ownership. In August 1999, we acquired 100% of @Entertainment. In
July 1999, we and @Entertainment were sued by minority shareholders of an
@Entertainment subsidiary claiming damages in the amount of a percentage of the
amount paid by us for @Entertainment's common stock. See "Risk Factors--Our
recent acquisition of @Entertainment exposes us to a number of risks."
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Romania
The following selected financial data have been derived from the
financial statements of the respective companies described below. The
financial statements for our operating companies in Romania have been
prepared in accordance with generally accepted accounting principles in The
Netherlands with the functional currency of the Romanian lei. The following
selected financial data has been converted to Dutch guilders using the
average exchange rate for the relevant period which corresponds in each case
to the average exchange rate used in the respective companies' financial
statements for the periods indicated. Because Eurosat was acquired in May
1998, only seven months of its results have been included in the 1998
financial results for the Romanian systems.
<TABLE>
<CAPTION>
Year Ended December
31, Six Months
-------------------- Ended June 30,
1997 1998 1999
--------- --------- --------------
(unaudited)
(in thousands, except percentages)
<S> <C> <C> <C> <C>
Selected Financial Data:
Revenues(1)...................... (NLG) 2,192 4,161 2,498
Net operating income (loss)...... (NLG) 1,049 1,454 848
Adjusted EBITDA.................. (NLG) 1,359 1,905 1,044
Adjusted EBITDA margin........... 62.0% 45.8% 41.8%
Total capital expenditures....... (NLG) 857 1,153 347
Cash flows from operating
activities...................... (NLG) 1,232 423 723
Cash flows investing activities.. (NLG) (1,012) (1,289) 194
Cash flows from financing
activities...................... (NLG) (192) 1,076 (1,041)
<CAPTION>
As of December 31,
-------------------- As of June 30,
1997 1998 1999
--------- --------- --------------
<S> <C> <C> <C> <C>
Other Data:
Homes passed..................... 69,620 98,174 99,274
Basic video subscribers.......... 40,188 61,999 61,944
Basic video penetration.......... 57.7% 63.2% 62.4%
Average mo. service rev. per
video subscriber................ (NLG) 4.40 6.60 6.51
</TABLE>
Overview/Growth Strategy. We are currently involved in the development of
three cable companies in Romania:
. our 100%-owned Control Cable Ventures, with operations in Ploiesti and
Slobozia,
. our 100%-owned Multicanal Holdings, located in Bucharest, Romania's
capital, and
. our 51%-owned Eurosat in Bacau.
Since 1993, when we first entered the Romanian market, we have widened our
customer base through acquisition and marketing activities in conjunction with
build out. As of June 30, 1999, our combined Romanian operations passed
approximately 99,250 homes and served approximately 61,925 subscribers,
representing a penetration rate of 62.4%. There are no current plans to launch
telephone or Internet/data services in the Romanian systems.
Network. In 1994, we initiated an intensive upgrade of our Romanian systems
to rebuild the network from 300 MHz to 550 MHz. In Bacau, it will be 750 MHz.
The rebuild in Ploiesti, which has 24,000 subscribers, is complete. The rebuild
in Slobozia and Bacau, which together have 30,000 subscribers, is expected to
be completed by 2000. The Romanian systems have no plans to introduce two-way
services at this time.
Programming. The Romanian systems offer subscribers one to three tiers of
programming with approximately 28-34 channels:
. basic tier,
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<PAGE>
. an expanded basic tier, and
. a premium service, HBO Romania.
HBO Romania was launched in Ploiesti and Bucharest in February and April
1998, respectively. HBO Romania was also launched in Slobozia in November 1998
and in Bacau in February 1999. We also launched an expanded basic tier in
Ploiesti in April 1998. Approximately 12 channels, including HBO Romania, are
available in Romanian. Currently, 29% of the basic tier subscribers subscribe
to the expanded basic tier package in areas where this service is available.
Results of Operations. For the year ended December 31, 1998, the combined
Romanian systems had total revenues of approximately NLG4.2 million and
Adjusted EBITDA of approximately NLG1.9 million. For the year ended December
31, 1997, our combined Romanian operations had total revenues of approximately
NLG2.2 million and Adjusted EBITDA of approximately NLG1.4 million.
Budgeted Capital Expenditures and Capital Resources. The combined Romanian
systems have budgeted approximately NLG1.5 million and NLG0.3 million for
capital expenditures in 1999 and 2000, respectively, primarily to finish
upgrading the networks. The Romanian networks are self-funding and have no
third-party debt.
Competition. Because there are no exclusive franchises awarded in Romania,
we face competition in all four franchise areas in which we operate. While
there is little overbuild within the cities, the homes are divided among a
variety of competitors in each city. Including our systems, there are three
operators in Ploiesti, four operators in Bacau, two operators in Slobozia and
eight major operators in Bucharest.
Regulation. Exclusive franchises are not awarded in Romania. We have
received non-exclusive licenses to operate cable television systems in all of
our service areas. These renewable licenses are valid for another six years.
The cable television industry is regulated by the Romanian audiovisual law,
which went into effect in June 1996, and is administered by the National
Audiovisual Council.
Corporate Ownership. We have interests in five Romanian cable companies. We
own 100% interests in Multicanal Holdings, SRL, located in Bucharest, and
Control Cable Ventures, SRL, with operations in Ploiesti and Slobozia. In July
1999, we also purchased 100% of Diplomatic International with 38,000
subscribers and Selectronic, SRL with 15,700 subscribers. We also own a 51%
interest in Eurosat, with operations in Bacau. The other shareholders of
Eurosat are local investors.
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Slovak Republic
The following selected financial data has been derived from the financial
statements of the respective companies. The financial statements for UPC
Slovensko s r.o. (formerly SKT spol s r.o.) have been prepared in accordance
with generally accepted accounting principles in the Slovak Republic with the
functional currency of Slovak koruna. The financial statements for the other
Slovak Republic companies have been prepared in accordance with generally
accepted accounting principles in The Netherlands with the functional
currency of Slovak koruna. The following selected financial data has been
converted to Dutch guilders using the average exchange rate for the relevant
period which corresponds in each case to the average exchange rate used in
the respective companies' financial statements for the periods indicated.
<TABLE>
<CAPTION>
UPC Slovensko s r.o. Other Slovak Republic
----------------------------- ----------------------------
Year Ended Six Months Year Ended Six Months
December 31, Ended December 31, Ended
---------------- June 30, --------------- June 30,
1997 1998 1999 1997 1998 1999
------- ------- ----------- ------ ------- -----------
(unaudited) (unaudited)
(in thousands, (in thousands,
except percentages) except percentages)
Selected Financial Data:
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues................ (NLG) 10,566 10,863 5,489 1,547 1,652 1,221
Net operating income
(loss)................. (NLG) (3,257) (2,733) (780) (1,826) (3,068) (1,018)
Adjusted EBITDA......... (NLG) 5,633 6,958 3,312 (1,011) (1,736) (236)
Adjusted EBITDA margin.. 53.3% 64.1% 60.3% n/a n/a N/A
Total capital
expenditures........... (NLG) 18,454 2,833 1,091 2,799 6,804 561
Cash flows from
operating activities... (NLG) 23,263 (24,457) 3,799 (2,594) (709) (2,022)
Cash flows from
investing activities... (NLG) (18,483) (2,857) (1,055) (3,863) (10,689) (1,657)
Cash flows from
financing activities... (NLG) (4,872) 27,326 -- 6,396 11,567 3,708
<CAPTION>
As of As of As of As of
December 31, June 30, December 31, June 30,
---------------- ----------- --------------- -----------
1997 1998 1999 1997 1998 1999
------- ------- ----------- ------ ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Other Data:
Homes passed............ 160,716 165,622 168,271 22,193 37,641 43,024
Basic video
subscribers............ 154,653 156,819 157,696 18,476 21,044 27,937
Basic video
penetration............ 96.2% 94.7% 93.7% 83.3% 55.9% 64.9%
Average Mo. service rev.
per video subscriber... (NLG) 4.99 5.38 5.51 6.77 7.20 8.14
</TABLE>
Overview/Growth Strategy. We entered the Slovak market in 1995 and
currently have over 344,325 homes in our franchise areas. With respect to our
existing operations excluding UPC Slovensko, we are developing, together with a
local partner, projects in the cities of Trnava, Zvolen, Nove Zamky and Levice.
We own 95% of our projects in Trnava and 100% of our projects in Zvolen, Nove
Zamky and Levice. Construction of the network in Trnava has been completed. Our
networks in the cities of Zvolen, Nove Zamky and Levice are all currently under
construction, which is expected to be completed by the end of 1999.
In June, we completed the acquisition of UPC Slovensko, which operates a
cable system in Bratislava, the capital of the Slovak Republic, and several
other cities in the Slovak Republic. The purchase price was $43.25 million
(NLG90.7 million). This acquisition made us the largest cable operator in the
Slovak Republic. Pro forma for the UPC Slovensko acquisition, our operations
passed approximately 211,275 homes as of June 30, 1999. We intend to launch
Internet/data services in its Slovak service areas by mid-2000 and telephone
services in all systems by early 2003.
Network. The Slovak systems own the hybrid fiber coaxial cable network from
the headend to the home. As part of the UPC Slovensko acquisition, we acquired
an 860 MHz cable system. We plan to introduce internet services in Bratislava
in 2000 and in other Slovak cities by 2003.
Programming. The Slovak systems offer subscribers three tiers of
programming on approximately 34 channels. Approximately 11 channels are
available in both the Slovak and Czech languages. Currently, 88.3% of the
subscribers subscribe to the expanded basic tier package.
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Result of Operations. For the year ended December 31, 1998, our systems
other than UPC Slovensko had combined total revenues of approximately NLG1.7
million and Adjusted EBITDA of approximately negative NLG1.7 million. For the
year ended December 31, 1997, the other Slovak systems had total revenues of
approximately NLG1.5 million and Adjusted EBITDA of approximately negative
NLG1.0 million.
For the year ended December 31, 1998, UPC Slovensko had total revenues of
approximately NLG10.9 million and Adjusted EBITDA of approximately NLG7.0
million. For the year ended December 31, 1997, UPC Slovensko had total
revenues of approximately NLG10.6 million and Adjusted EBITDA of approximately
NLG5.6 million.
Budgeted Capital Expenditures and Capital Resources. The Slovak systems
have budgeted approximately NLG2.0 million and NLG0.1 million for capital
expenditures in 1999 and 2000, respectively, primarily to complete
construction of the network. The Slovak systems expect to fund these
expenditures through available cash flow and support from us. The Slovak
systems have no third-party debt.
Competition. The Slovak systems have limited competition from a MMDS system
in Bratislava. In Banska, Bystrica and Zvolen, our systems have one
competitor. In all other cities, our systems face no material competition.
Regulation. The regulatory environment in which our Slovak subsidiaries
operate significantly affects the operation of their business, including
profitability and the timing of introduction of our new business lines. See
"Regulation--Slovak Republic."
Corporate Ownership. We own 100% of UPC Slovensko and between 95.0% and
100% of our other Slovak operations.
Other Systems
Malta: Melita
Overview/Growth Strategy. Melita operates an exclusive franchise network in
Malta. Currently, we and Melita Cable Holdings each own 50% of Melita. As of
June 30, 1999, Melita passed approximately 166,400 homes and had 73,050 basic
video subscribers representing a 43.9% penetration rate in its service area.
Melita's growth strategy is to continue to market aggressively its service to
homes in its franchise areas, as well as to provide more programming to
increase its appeal to subscribers.
Network. Melita owns the complete cable television infrastructure from the
headend to the home. The upgrade to high capacity 860 MHz two-way capability,
which has been initiated this year and is expected to be completed by 2000,
will enable Melita to provide Internet access and other enhanced services.
Programming. Melita currently provides 52 channels of programming, grouped
in three tiers:
. reception, which includes local and foreign off-air channels that are
received with an antenna and retransmitted over the cable network,
. basic, which includes reception service plus fourteen additional
satellite services that are received with a satellite dish and
retransmitted over the cable network, and
. TV Plus (reception and basic services plus nine additional satellite
services).
Because English is spoken in Malta by over 90% of the population, Melita is
able to take advantage of the abundant supply of English language programming
available for licensing. In 1996, Melita created a "live" sports channel
showing English Premier League Football and in 1997, introduced a second
"live" sports channel featuring Italian soccer, as well as four other new
channels. In August 1998, Melita combined the features into a full-time sports
channel, which includes other sports events and local productions.
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Results of Operations. For the year ended December 31, 1998, Melita had
revenues of approximately NLG30.0 million and Adjusted EBITDA of approximately
NLG11.1 million. For the same period, Melita had average monthly service
revenue per video subscriber of approximately NLG37.0. For the year ended
December 31, 1997, Melita had total revenues of approximately NLG23.0 million
and Adjusted EBITDA of approximately NLG9.7 million.
Budgeted Capital Expenditure and Capital Resources. Melita has budgeted
approximately NLG24.4 million and NLG5.1 million for capital expenditures in
1999 and 2000, respectively, primarily to upgrade its network to full two-way
capacity, purchase customer premises equipment, implement a subscriber
management system and purchase its own premises. The network upgrade and the
introduction of new services is expected to be funded through available cash
flow and bank financing. See "Management's Discussion and Analysis of Financial
Conditions and Results of Operations--Liquidity and Capital Resources--Debt
Facilities."
Competition. With the exception of a small number of home satellite
receivers and a few hotel private cable installations, competition in Malta is
limited primarily to approximately 15 Italian broadcast channels.
Regulatory Issues. In 1991, Melita was awarded an exclusive 15-year
renewable license to deliver cable television services for Malta. Rates for the
basic tiers are subject to regulation and requests for rate increases made to
the government must be accompanied by a cost analysis of the increases in cost.
Premium services, pay-per-view and other additional services are not subject to
rate regulation.
Corporate Ownership. We currently own 50% of Melita. Melita Cable Holdings
owns the remaining 50%.
Strategic Programming Investments
In July 1999, we acquired an initial 4.8% of SBS, which owns and operates
television and radio broadcasting stations in Scandinavia and other European
markets. SBS offers television programming services in Sweden, Denmark, Norway,
Flemish Belgium, The Netherlands and Hungary. In August 1999, we acquired an
additional 8.5% interest, increasing our total interest in SBS to 13.3%.
SBS owns and operates television and radio broadcasting stations in
Scandinavia and other European markets. SBS currently owns and operates
television stations which broadcast into Norway, Sweden, Denmark, Flemish
Belgium and the Netherlands, and together with two European partners, operates
the first national private television network in Hungary. Additionally, SBS
owns a minority interest in a national television network in Italy, operates a
television station in Slovenia under the terms of a management and funding
agreement and owns 50% of a Swiss company which in March 1999 was awarded a
national terrestrial broadcasting license to broadcast in Switzerland. SBS also
owns and operates radio stations, which broadcast in Denmark, Sweden and
Finland.
SBS has called for redemption all $155.0 million of its 7 1/4% Convertible
Subordinated Debentures Due 2005. Holders of the debentures were required to
redeem their debentures for cash or convert them into SBS common shares not
later than July 30, 1999. We have acquired the debentures tendered for
redemption and immediately converted them into 847,680 SBS shares. We purchased
newly issued common shares from SBS to bring our interest in SBS to 13.3%.
Other Business Information
Employees
As of June 30, 1999, we, together with our consolidated subsidiaries, had
approximately 2,200 employees. We believe that our relations with our employees
are generally good.
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At December 31, 1995, 1996, 1997 and 1998 we, together with our
consolidated subsidiaries, had approximately 407, 704, 815 and 1,500 employees,
respectively.
Certain of our operating subsidiaries, including our Austrian, Dutch and
Norwegian systems, are parties to collective bargaining agreements with some of
their respective employees.
Legal Proceedings
We and our operating companies are not parties to any material legal
proceedings. From time to time, we and our operating companies may become
involved in litigation relating to claims arising out of its operations in the
normal course of business.
Properties
We lease our corporate offices in Amsterdam and London. Our operating
companies and subsidiaries generally lease their offices as well. We own small
parcels of property in various countries that we use for our network equipment.
In other countries, we have been able to obtain easements for this equipment.
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REGULATION
The provision of video, telephone, Internet/data and broadcasting services
in the countries in which we and our new acquisitions operate is regulated. The
scope of regulation varies from country to country, although in some
significant respects regulation in our Western European markets is harmonized
under the regulatory structure of the European Union ("EU"). Set forth below is
a summary of the regulatory environment in the EU and the countries in which we
operate or expect to operate following completion of the new acquisitions.
European Union
Austria, The Netherlands, Belgium, France, Sweden, Denmark, Finland, the
United Kingdom and Italy are all member states of the EU. As such, these
countries are required to enact national legislation which implements
directives issued by the EU Commission and other EU bodies. In recent years,
the EU has led the liberalization of the telecommunications and video services
sectors, which includes the use of cable networks to provide public voice
telephone and other telecommunications services, in EU member states. Although
not EU member states, Norway and Hungary (and, in relation to SBS, Slovenia)
are members of the European Economic Area and have generally implemented or are
implementing the same principles on the same timetable as EU member states. As
a result, most of the markets in which we operate or have pending acquisitions
have been significantly affected by regulation initiated at the EU level. As it
develops, such EU regulation will continue to have a significant effect on
these markets, including future developments relating to the convergence of
telecommunications, media and information technology.
The EU Commission has started to review the consequences of this
convergence for the regulatory environment. This review will take place during
1999 and may result in changes of the current regulatory framework, but the
scope of such changes cannot be predicted at this time.
Telephone and Internet/Data Services
Liberalization of Telecommunications Services and Infrastructure. A central
aim of the liberalization process has been to reduce the monopoly power of the
incumbent telecommunications operators in order to introduce competition in the
European telecommunications market. Liberalization measures have been adopted
under the EU Treaty's competition rules and harmonization measures have been
put in place through the adoption of Open Network Provision directives (the so-
called "ONP framework"). ONP includes the principle that public
telecommunications networks have to be made accessible on the basis of
objective, transparent, public and non-discriminatory conditions. The ONP
framework applies to providers of public telecommunications networks or
services having significant market power in the relevant market. At the moment
the ONP principles do not apply to video networks or services. Any future
application of ONP principles to video networks or services could have a
material effect on our business throughout the EU. Following the EU
Commission's Services Directive (90/388/EC), dated June 28, 1990, as amended,
the exclusive rights of incumbent operators to provide telecommunications
services were gradually removed so that competing operators and service
providers would be entitled to offer all telecommunications services other than
public voice telephone. The incumbent telecommunications operators invariably
owned the national networks, however, and the lack of an alternative
infrastructure to provide such liberalized services operated as a major barrier
to entry into the market by competitors. In an effort to overcome this barrier,
the EU introduced the "Cable Television Networks Directive" (95/51/EC amending
directive 90/388/EC), dated October 18, 1995, which required member states to
remove existing restrictions on the use of cable television networks to provide
telecommunications services other than public voice telephone. As a result,
cable television operators became able to use their networks to provide
telecommunications services except for public voice telephony. In 1996, the EU
Commission issued the "Full Competition Directive" (96/19/EC amending directive
90/388/EC), which required the European Community Member States to remove all
remaining exclusive rights over public voice telephone and public
telecommunications networks of incumbent public voice telephone operators by
January 1,
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1998. Certain Member States (Luxembourg, Spain, Greece, Portugal and Ireland)
requested and obtained temporary relief from the Full Competition Directive.
Spain, Portugal and recently Ireland have decided to accelerate the
liberalization process. The establishment and provision of telecommunications
networks was also liberalized under this directive. As a result of this
directive, our Western European operating companies may establish and provide
telecommunications networks and/or services, including public voice telephone
and Internet/data services, through their cable networks, subject to obtaining
the necessary licenses and authorizations.
Under the Cable Television Networks Directive, telecommunications operators
that have exclusive rights to provide cable television network infrastructure
in a given area and achieve an annual turnover in the relevant
telecommunications market of more than (Euro)50 million must account separately
for their telecommunications services and any cable television services. In The
Netherlands and Belgium, this requirement applies to all telecommunications
operators providing both cable television and other telecommunications services
under national law irrespective of the above-mentioned requirements. Should any
of our operating companies in the EU with exclusive rights to cable television
infrastructure achieve the requisite turnover, they would become subject to
these requirements.
In June 1999, the EU Commission adopted a directive amending the Services
Directive (90/388/EC) requiring member states to enact legislation directing
certain telecommunications operators to separate their cable television and
telecommunications operations into distinct legal entities. This directive is
intended to aid the development of the cable television sector and to encourage
competition and innovation in local telecommunications and high speed Internet
access. The directive includes competition safeguards to deter anticompetitive
cross-subsidies or discrimination by incumbent telecommunications operators as
they enter into cable television or broadband services.
Interconnection. Because new telecommunications operators need to
interconnect their networks with the fixed public telephone network, the EC
Council of Ministers and the European Parliament adopted the "Directive on
Interconnection in Telecommunications" (97/33/EC amended by Directive
98/61/EC), which sets forth the general framework for interconnection,
including general obligations for telecommunications operators to interconnect
with their networks. The directive requires member states to impose obligations
on public telecommunications network operators to negotiate interconnection
agreements on a non-discriminatory basis. Public telecommunications network
operators with significant market power (which, although it may vary, is
presumed when an operator has 25% or more of the relevant market) are subject
to additional obligations. They must offer interconnection without
discriminating between operators that offer similar services, and their
interconnection charges must follow the principles of transparency and be based
on the actual cost of providing the interconnection. The directive also
contains provisions on collocation of facilities, number portability with
certain exceptions, supplementary charges to contribute to the costs of
universal service obligations and other interconnection standards. As a result,
if the principles in the directive are fully applied, our operating companies
in the EU and Norway should be able to interconnect with the public fixed
network and other major telecommunications networks on reasonable terms in
order to provide their services. There can be no assurance, however, that we
will be able to obtain from incumbent telecommunications operators
interconnection on terms and conditions or at prices satisfactory to us without
protracted negotiations or involvement in time-consuming regulatory
proceedings.
Licensing. EU telecommunications policy has also aimed to harmonize the
licensing requirements for the provision of public telecommunications services.
As a result of the "Licensing Directive" (97/13/EC), which became effective on
December 31, 1997, member states are required to adopt national legislation so
that providers of telecommunications services generally require either no
authorization or a general authorization which is conditional upon "essential
requirements," such as the security and integrity of the network's operation.
Licensing conditions and procedures must be objective, transparent and non-
discriminatory. Member states may issue individual licenses in certain
situations. For example, the provision of public voice telephone and the
establishment or provision of public telecommunication
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networks may be subject to individual licenses. In addition, telecommunications
operators with significant market power may be required by member states to
hold individual licenses carrying more burdensome conditions than the
authorizations held by other providers. Significant market power is typically
25% of the relevant market. License fees can only include administrative costs
except in the case of scarce resources where additional fees are allowed.
Regulation of the Internet. Although Internet-specific regulations have not
been issued, EU policy may develop harmonized principles of "responsibility of
content" to apply to Internet access providers analogous to those applicable to
publishing companies. We do not expect such regulations to materially adversely
affect our Internet business plans.
Video Services
Video Services through Telecommunications Networks. Most of our operating
companies are the only cable television operators in their franchise areas. As
with the telecommunications sector, the cost of building a network to provide
video services is a considerable disincentive to potential new entrants in the
video services market. Our operating companies may face competition in the long
term in their franchise areas from new entrants providing video services
through the infrastructure of incumbent telecommunications operators and
potential new entrants. In The Netherlands, for example, where there are no
restrictions on the use of telecommunications infrastructure for the provision
of cable television services, the incumbent telecommunications operator is
testing whether it will be able to provide video services through its fixed
networks.
Conditional Access. In order to enable further competition in pay
television services and accelerated development of advanced television
services, the EU Council and Parliament passed the "Advanced Television
Standards Directive" (95/47/EC), dated October 24, 1995, which requires member
states to regulate the offering of conditional access systems, such as program
decoders used for the expanded basic tier services offered by many of our
operating companies. Providers of such conditional access systems are required
to make them available on a fair, reasonable and non-discriminatory basis to
other video service providers, such as broadcasters.
Broadcasting. The "Television Without Frontiers Directive" (97/36/EC),
dated June 30, 1997, is intended to introduce freedom of broadcasting in the
EU. Generally, broadcasts emanating from and intended for reception within a
country have to respect the laws of that country. Under the directive, other EC
member states are required to allow broadcast signals to be made into their
territories so long as the broadcaster complies with the law of the originating
member state. The directive also establishes quotas for the transmission of
European-produced programming and programs made by European producers who are
independent of broadcasters. Television advertising and sponsorship in member
states will have to comply with certain minimum rules and standards, although
member states may set more detailed and stricter rules for certain matters.
We plan to enter into joint venture agreements with programming providers
in order to launch six new channels by the end of 1999 and two channels
thereafter, which we intend to broadcast to our operating companies and other
cable television operators for distribution through their networks. We
understand that the Television Without Frontiers Directive will apply to the
broadcasting of these joint-venture channels to such operating companies so
that one broadcasting license within an EC member state will permit us to
broadcast such channels to cable operators throughout the EU. Where the joint-
venture partner is already a licensed broadcaster within the EU, we believe the
joint venture activities may fall within the scope of our partner's broadcast
license, and that the joint venture could operate under the terms and
conditions of that license. We also plan to apply for a broadcasting license in
an EU country to accommodate joint ventures with those partners that do not
have a broadcast license in a member state of the EU or channels created
without a partner. We are currently in discussions with the regulatory
authorities in The Netherlands and plan to obtain a broadcasting license in The
Netherlands.
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Another major EU Commission Directive for broadcasting, "Directive on
Satellite Transmission and Cable Retransmission" (93/83/EC), dated September
27, 1993, requires member states to permit a satellite broadcaster to obtain
the necessary copyright license for its programs in just one country
(generally, the country in which the broadcaster is established), rather than
obtaining copyright licenses in each country in which the broadcast is
received.
In addition to national laws which implement the EU directives on
broadcasting described in "Regulation--European Union," various other types of
national broadcasting regulations apply to SBS. Over-the-air, terrestrial
television and radio broadcasters operate pursuant to licenses granted by
national or local regulatory authorities allowing use of certain radio
frequencies in a specified geographic area, generally for a limited duration
which can be renewed. Broadcasters operate subject to various regulatory
conditions such as limitations on advertising, program content and ownership.
Austria
Relationship with Municipalities
Each of the five municipalities in which the Telekabel Group offers
services holds, directly or indirectly, 5% of the local operating company and
each municipality has the right to appoint a director to the board of
management. Each member of the Telekabel Group has entered into an agreement
with its municipality. Under the agreement between Telekabel Wien and the City
of Vienna, decisions regarding the subscriber rates and programming content of
Telekabel Wien's basic subscription package require the unanimous approval of
Telekabel Wien's board of management, of which the city appoints one member.
While the board of management in the past has always unanimously approved these
decisions there can be no assurance that the municipality's director will
continue to approve these decisions in the future and not hinder the
implementation of our strategies for our video, telephone or Internet/data
services. If the managing directors cannot reach agreement, the parties have
agreed to call a shareholders meeting to decide the matter. Under Austrian law,
a majority shareholder such as us may generally take a decision at a
shareholders meeting rather than through the board of management. However, we
as the majority shareholder have never taken this action and do not anticipate
doing so in the future. The agreements between the other Telekabel Group
members and their municipalities require each member to consult with its
municipality prior to making similar business decisions.
Video Services
Regulatory Framework. The Cable and Satellite Broadcast Radio Law governs
the provision of video services in Austria. The Regional Radio and Cable
Broadcast Authorities regulate the operation of cable television networks.
Notifications. The Telekabel Group does not require a license to provide
video services. It need only notify the Regional Radio and Cable Broadcast
Authority of the services it intends to provide. The right to provide such
services is not exclusive, and new entrants could operate without entering into
agreements with municipalities.
Programming. Under the Cable and Satellite Broadcast Radio Law, the
Telekabel Group is required to carry two "must carry" public Austrian channels
in its basic tier service. In July 1997, previous prohibitions on cable network
operators transmitting programming produced by them were lifted. Pursuant to
the terms of the agreement with the City of Vienna, however, Telekabel Wien is
prohibited from producing programming.
Price Regulation. In addition to the approval of subscriber rates for the
basic tier services by the City of Vienna described above, pricing of the basic
tier service is subject to price control by the Austrian Wage and Price
Commission. Approval from the Wage and Price Commission generally must be
sought only when the desired increase is greater than 50% of the increase in
the consumer price index, and cost
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justification must be shown for such approval. Historically, all of the
Telekabel Group's price increase applications have been approved. Pricing of
services other than the basic tier is not regulated.
Telephone and Internet/Data Services
Regulatory Framework. The Telecommunications Act, which came into force
August 1, 1997, liberalized the telecommunications sector in Austria as of
January 1, 1998, in compliance with EU directives. As a result, cable
television networks may be used to provide telecommunications services as
described above under "--European Union--Telephone and Internet/Data Services."
Licenses. A telecommunications operator or service provider must obtain a
license issued by the Austrian telecommunications regulatory agency, the
Telekom Control Commission, to provide public voice telephone services and for
the public offer of leased lines. Telekabel Wien has received a license to
provide public voice telephone services in the entire Republic of Austria and a
license for the public offer of leased lines through its cable network. The
licenses are granted for an unlimited period of time.
Interconnection. Austria's Telecommunications Act generally implements the
terms of the EU Directive on Interconnection in Telecommunications. In November
1998, Telekabel Wien entered into an interconnection agreement with PTA, the
incumbent operator. Difficulty and delay in negotiations and agreement led
Telekabel Wien to seek the intervention of the Austrian telecommunications
regulator, which determined the principal terms of the agreement. PTA brought
an action in the Austrian courts against some of the major carriers to revise
the terms of the interconnection arrangement. The Supreme Constitutional Court
ruled in March 1999 that the PTA's constitutionally guaranteed rights were not
infringed. However, the court left open the issue of whether the decree issued
by the telecommunications regulator was otherwise lawfully issued. The case is
now pending before the Austrian Supreme Administrative Court.
Price Regulation. Although there are no voice-telephone pricing regulations
currently applicable to Telekabel Wien, the Telekom Control Commission must be
notified of the tariff structure and any subsequent rate increases. In
addition, if Telekabel Wien were held to have significant market power (as
defined in Austria's Telecommunications Act) with respect to the services
offered, certain matters including tariffs would become subject to the approval
of the Telekom Control Commission.
Internet/Data Services. Internet/data services are regulated as
telecommunications services under Austria's Telecommunications Act. Under the
Telecommunications Act, the Telekabel Group does not require licenses to
provide Internet/data services, and such services are not subject to price
regulations. It need only notify the Telekom Control Commission of the services
it intends to provide.
Belgium
Video Services
Authorizations. In Belgium, a cable operator needs to obtain a governmental
authorization from the appropriate Community to operate a cable television
system. The Belgium Communities, which are the French Community, the Flemish
Community and the German-speaking Community, have exclusive jurisdiction to
regulate cable television, including programming content, in their respective
language areas. The Flemish and French Communities, as well as the Federal
government, have overlapping jurisdiction in the bilingual area of Brussels
where TVD operates. During 1996, 1997 and 1998, all of TVD's non-exclusive
authorizations were renewed for nine years. Special authorizations are also
required for the distribution of non-EU programs, both in Flanders and in
Brussels, and we have requested a special authorization in Brussels. While this
request has been pending, we have been distributing such programming, which
could (but we believe is unlikely to) expose us to various penalties, including
monetary fines, discontinuance of such programming and impairment of our cable
authorizations.
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Programming. In all the regions of Belgium, cable television operators are
required to transmit particular local, national and other channels as part of
their basic tier service. There are usually between 11 and 13 of these "must-
carry" channels. We are engaged in litigation with Canal+ over whether we are
required to carry its digital multiplexed programming which could expose us to
monetary penalties and an order to carry such programming. The court of Appeals
in Brussels issued an order (interim decision) for us to distribute Canal+
digital tier on our network with a fine of BEF100,000 for each day of delay.
The court decided among other things that Canal+ should be considered a "must
carry" channel. We have filed an appeal to this decision based on its non-
compliance with EU directives. We are still in the process of discussing with
Canal+ how to distribute their signal over the network in compliance with the
court order.
Price Regulation. Price increases require the approval of the Ministry of
Economic Affairs and must be justified by an increase in the cost of providing
the service. Cost-justified increases are generally approved as long as the
increase is below the level of inflation. Historically, all of TVD's requested
price increases have been approved. We have filed a complaint pending before
the Belgian competition authority alleging that the competing cable systems in
Leuven is charging prices below its cost in violation of the laws against
unfair competition.
Franchise Fees. In Etterbeek, TVD pays the municipality an annual amount
for use of the municipality-owned cable system. Since 1995, cable regulations
have come into force that grant cable operators a right of way for the use of
public and private property to install and exploit cable networks. Prior to the
1995 regulations, TVD was a party to concession agreements with the
municipalities in its franchise areas, which obliged it to pay certain
franchise fees. TVD has not paid franchise fees since 1995 when the cable
regulations went into effect. Only one small municipality continues to request
payment of the old franchise fees, which amount to 5% of the operating system's
annual gross revenues, but no litigation has been filed on this issue. TVD does
not believe that it is obliged to pay these fees because it believes that
regulations adopted in 1987 and the 1995 regulations have superseded the
concession agreements.
Telephone and Internet/Data Services
Regulatory Framework. The provision of cable telephone is governed by the
law of March 21, 1991, as amended by the law of 1997, together with
regulations. These provisions allow telecommunications services to be provided
through cable television networks as described above under "--European Union--
Telephone and Internet/Data Services." In line with the liberalization process
in the EU, the Belgian Parliament adopted in December 1997 a law amending the
law of 1991 and abolishing the remaining monopoly rights of Belgacom, the
incumbent telecommunications operator. As a result, other telecommunications
operators may begin to offer public voice telephone in Belgium. The other main
telecommunication companies which have begun to offer public voice telephone in
Belgium are Telenet BT, Unisource and Mobistar.
Licenses. In January 1999, TVD received a permanent license to build and
operate a public telecommunications network. TVD plans to submit an application
for a license to offer voice telephone services and expects to receive a
license during the second half of 1999. Subsequently, TVD plans to enter into
an interconnection agreement with Belgacom. TVD's telephone services will not
be subject to rate regulation, but TVD may be required to contribute to a
universal service fund under regulations which are being developed.
Internet/Data Services. The provision of Internet/data services in Belgium
is also governed by the law of March 21, 1991, as amended, pursuant to which
TVD must make certain notifications to the Institut Belge des Postes et
Telecommunications regarding the services it intends to provide. TVD has made
these notifications. TVD's permanent license to build and operate a
telecommunications network authorizes it to offer Internet/data services on its
own infrastructure. These services are not subject to rates regulation.
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France
Video Services
Regulatory Framework. Cable television operators require licenses granted
by the Conseil Superieur de l'Audiovisuel as well as agreements with local
authorities covering public service delegation and/or public domain occupancy.
Authorizations. Mediareseaux obtained in September 1997 licenses from the
Conseil Superieur de l' Audiovisuel to operate cable networks for audio-visual
services in the territory of Syndicat Mixte de Videocommunication de l'Est
parisien and the territory of the city of Rosny-sous-Bois, valid until 2026 and
2022, respectively. Mediareseaux's agreements with the local authorities
govern, among other things, its channel line-up and cable subscription rates.
The agreements also give the respective territories the option to purchase
Mediareseaux's network at the expiration of the agreements for a price equal to
its usage value as estimated under the terms and conditions of the agreements.
Between 1989 and 1992, RCF's subsidiaries obtained licenses from the
Conseil Superieur de l'Audiovisuel to operate cable networks distributing radio
and television broadcasting services in the cities of Lorient, La-Roche-sur-
Yon, Valenciennes, Bruay-sur-Escaut, Antibes-Juan les Pins, Mandelieu, Cholet,
Nevers, Chateauroux, Saint Maur, Deols, Poinconnet, in the territory of
Perigueux and in the territory of the associated cities of Coteau. These
authorizations are valid for a 20 year period.
Programming. Cable television operators are required to transmit particular
channels as part of their basic tier service. Various other national laws also
restrict the content of programming distributed by cable television operators.
Price Regulation. Certain of the agreements of Mediareseaux, Time Warner
and RCF with local authorities require the local authorities' approval for
changes in the rates for basic tier service.
Franchise Fees. Mediareseaux pays local authorities franchise fees of 1% of
their basic revenue. None of Videopole, RCF or Time Warner Cable France is
subject to such fees.
Telephone and Internet/Data Services
Regulatory Framework. The Minister of Telecommunications grants licenses
for the establishment and operation of a public telecommunications network and
for the provision of voice telephony services. France Telecom is obligated to
interconnect with other providers of telecommunications services at cost-
oriented rates and on nondiscriminatory terms. Local number portability is
available, which benefits new entrants. New telecommunications providers are
required to make universal service payments to France Telecom.
Licenses. Mediareseaux holds licenses granted by the Minister of
Telecommunications on June 17, 1998 for a public telecommunications network and
voice telephony services in three French departments in the Paris region. The
licenses were granted for a period of 15 years, are non-transferable and can
only be revoked for a material breach of telecommunications regulations. A
license extension to establish and operate a telecommunication network and to
offer voice telephony services was requested by Mediareseaux in order to obtain
a nationwide license. The application was lodged with the French regulation
authority (Autorite de Regulation des Telecommunications) in July 1999. We
anticipate the authorization being granted within four months of the Autorite
de Regulation des Telecommunications sending confirmation of receipt.
Mediareseaux was granted temporary licenses in December 1998 and April 1999
to conduct experimental business in the field of wireless local loop.
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Time Warner Cable France does not hold any telecommunications license in
France at the present date.
Interconnection. Mediareseaux has entered into interconnection agreements
with France Telecom and two other new telecommunications providers.
Pricing Regulation. Mediareseaux's telecommunications services are not
subject to price regulation.
Internet/Data Services. Internet/data services do not require a license and
are not subject to price regulation.
The Netherlands
Video Services
Regulatory Framework. The liberalization of the Dutch telecommunications
and cable television sector has generally proceeded at a quicker pace than
required by the EU directives. The new Telecommunications Act took effect,
with the exception of a few provisions, on December 15, 1998 and further
liberalizes these sectors. The Dutch Telecommunications Act governs, among
other things, the installation and operation of fixed telecommunications
infrastructures, which include cable television networks, and the provision of
telecommunications services, including the provision of telephone and
Internet/data services. The provision of video services through the cable
television network, and more specifically content, is regulated primarily by
the Dutch Media Act, as amended, and the Media Decree. Agreements with
municipalities and the competition laws also impose restrictions on cable
television operators.
Under the new Dutch Telecommunications Act, the Dutch Independent Post and
Telecommunications Authority is charged with regulation and dispute settlement
in relation to the provision of telecommunications networks and services.
Under the media laws, video service providers are subject to certain content
requirements, which are overseen by the Commissariaat voor de Media.
Registration. The new Dutch Telecommunications Act does not require a
license for the installation, maintenance or operation of a cable network.
Network operators need only register with the Dutch Independent Post and
Telecommunications Authority. The registration of a network does not give an
operator any exclusive right. Any registered person may install, maintain and
operate a new network alongside an existing one. The new Dutch
Telecommunications Act gives cable network operators and providers of other
public telecommunications networks, under certain conditions and restrictions,
rights of way to install and maintain cable, which are identical to those
previously exclusively enjoyed by KPN, the incumbent telecommunications
operator in The Netherlands.
Programming. Pursuant to the Dutch Telecommunications Act and the media
law, cable television network providers must transmit to all its subscribers
at least 15 programs for television and at least 25 programs for radio,
including approximately seven television and nine radio "must carry" channels.
The Dutch Independent Post and Telecommunications Authority may grant a total
or partial exemption from these obligations if the provider does not have
significant market power in its area of coverage.
Our Dutch operating companies often purchased their cable television
networks from the local municipalities. Pursuant to the terms of the
agreements with the municipalities, the Dutch operating companies were
obligated to continue to provide basic tier services of between 20 and 30
television channels, including the 15 required under the media laws.
In April 1999, A2000 and the municipality of Amsterdam reached an agreement
on a large scale introduction of digital decoders and a reduction of the basic
cable television package to 15 public channels. The agreement means that A2000
will no longer charge carriage fees to commercial broadcasters for inclusion
in the basic cable television package and allows A2000 to migrate a number of
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popular commercial channels to its expanded basic tier. During the period
preceding the migration to its digital platform, A2000 and the municipality of
Amsterdam have agreed on an interim solution for the basic tier service
increasing its current 26 channels to 32 channels with an increase in the
monthly subscription fee. Once the digital decoders are introduced the price
for the rate regulated 15 public channel basic fee will be reduced and the
price for the expanded basic tier will increase over time until it becomes
unregulated in 2001. The agreement will initially affect approximately 390,000
customers in the greater Amsterdam area. Negotiations with the remaining
municipalities are in process.
Cable television operators are allowed to transmit their own programs
within The Netherlands upon obtaining a broadcast license from the
Commissariaat voor de Media. The licensee must comply with the advertising and
sponsorship rules set forth in the media laws, which are consistent with the EU
Television without Frontiers Directive.
In July 1999, the Dutch Independent Post and Telecommunication Authority,
OPTA, issued an interim decision in a dispute between Canal+ and A2000. OPTA
has ordered A2000 to offer digital transmission of Canal+'s two premium
television channels commencing on September 15, 1999. OPTA has predicted that
this might reduce the transmission fee that Canal+ pays to us from
approximately NLG4.0 million to approximately NLG2.0 million, as Canal+ would
only require one rather than two 8 MHz channels for the transmission of its
programming. OPTA's decision, however, requires Canal+ to bear the costs
associated with adapting A2000's network to allow digital transmission. OPTA
has ordered A2000 to provide information to OPTA regarding its costs with
respect to setting its rate for carriage of Canal+'s channels. We have asked a
court to suspend OPTA's decision with regard to the date of making digital
transmission available and have requested that OPTA reconsider its decision. On
17 August 1999, OPTA and the Dutch Competition Authority issued joint
guidelines for the settlement of network access disputes between cable network
operators and providers of programs.
Pursuant to these guidelines, an ONP-regime for cable networks was
introduced, resulting in an obligation to charge cost orientated transmission
fees to program providers (fees should reflect the underlying transmission
costs but may include a limited return on assets) and an obligation to provide
non-discriminatory access to the cable network. This implies that third party
program providers must be granted access to the cable network under the same
conditions that cable network operator or its subsidiaries have access to the
network. Although the cost-oriented access fees have not been tested before an
independent court of law, they may have a material impact on the business of
cable network operators.
Price Regulation. The new agreement between A2000 and the municipality of
Amsterdam described above, provides for interim expansion of the basic tier
service, from 26 channels to 32 channels, with an increase in the monthly
subscription fee. Once the digital decoders are introduced, the price for the
rate regulated 15 public channel basic service will be reduced and the price
for the expanded basic tier will increase over time until it becomes
unregulated in 2001. Negotiations with the remaining municipalities have
started.
Telephone and Internet/Data Services
Regulatory Framework. Until recently, the fixed telecommunications
infrastructure was a statutory monopoly of KPN. As described above, the Dutch
telecommunications sector has been liberalized in advance of and in accordance
with European Union telecommunications policy and cable television networks may
now be used for the provision of all telecommunications services. Number
portability was introduced in The Netherlands in 1999.
Interconnection. The Dutch Telecommunications Act generally implements EU
telecommunications policy on interconnection. A2000 and UTH have entered into a
total of three interconnection agreements
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with KPN, WorldCom and Enertel networks. The pending proceeding before the
Dutch Independent Post and Telecommunications Authority regarding unbundled
access could affect the terms for interconnection with our networks for other
telephony and Internet/data services providers.
Price Regulation. While Priority Telecom's telephone service is not
currently subject to price regulation, the prices of its competitor, KPN, are.
The Dutch Independent Post and Telecommunications Authority has indicated that
KPN should during 1999 reduce its end-user tariffs and substantially reduce its
interconnection prices in accordance with principles of cost orientation as set
forth by the Dutch Independent Post and Telecommunications Authority. The fact
that KPN's end-user tariffs for all of its basic telephony services (with the
exception of international calls but including ISDN) are cost orientated may
have a negative effect on Priority Telecom's competitiveness.
Internet/Data Services. Under the Dutch Telecommunications Act,
Internet/data services are regulated as telecommunications services. As such,
our Dutch operating systems need only register with the Dutch Independent Post
and Telecommunications Authority as providers of public telecommunications
services and/or networks and our prices for these services are not regulated.
Norway
As a member state of the European Economic Area, Norway implements EU
directives in the telecommunications sector.
Video Services
Regulatory Framework. The provision of video services in Norway is
regulated by the Telecommunications Act of June 23, 1995 and The Broadcast Act
of December 4, 1992.
Registration. Under Norway's Telecommunications Act, the installation and
operation of the cable infrastructure and equipment must be authorized by and
registered with the Norwegian Post and Telecommunications Authority on the
basis of certain necessary technical qualifications. Cable television system
registrations are non-exclusive.
In Norway, the simultaneous and unchanged transmission of television
signals over a cable television network is not subject to any licensing or
registration requirements.
Programming. Cable television providers have "must-carry" obligations
obliging them to include three national channels and typically one local
television channel in their basic tier services. Distribution of any
programming that is not a simultaneous and unchanged retransmission requires a
programming license issued by the Ministry of Cultural Affairs. Because pay-
per-view programming and some other services are not strictly simultaneous
retransmission, UPC Norge obtained in 1998 a three-year programming license.
The license covers distribution of encrypted pay television channels, mostly
transmitted by satellite, and programming and distribution of commercials. At
the expiration of this license, we expect it to be renewed or to have
authorization to engage in such activities without a license.
Price Regulation. The provision of the basic tier service is subject to
price control. A cable operator is only allowed to increase the basic package
subscription fee in line with the Official Consumer Price Index, with no cost
justification required. We have implemented such price increases in January of
each year. There are no specific pricing restrictions on expanded basic (non-
basic) tier services.
Telephone and Internet/Data Services
Regulatory Framework. Since January 1, 1998, alternative networks in Norway
have been permitted to offer voice telephone services in accordance with the
terms of the applicable EU directives.
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Registration. For telephone operators and service providers without
significant market power, as is currently the case with UPC Norge, no license
is required to offer voice telephone services. Such providers need only
register with the Norwegian Post and Telecommunications Authority.
Interconnection. Norway's telecommunications legislation generally
implements EU policy on interconnection. Cable network companies have the right
to interconnect with the public telecommunications network and the national
incumbent operator, TeleNor, has the duty to provide any telecommunications
company with interconnection to its network on a non-discriminatory basis.
Interconnection rates charged by TeleNor must be on a cost-basis. UPC Norge has
entered into an interconnection agreement with TeleNor. Certain issues in the
interconnection agreement are currently the subject of mediation before the
Norwegian Post and Telecommunications Authority. After June 1, 1999, any
provider of public telephone service must implement a fixed prefix when
originating telephone calls in their network.
Pricing. Providers of public telephone without significant market power,
including UPC Norge, are not subject to any specific pricing regulations. In
addition, they are not obligated to make universal service contributions.
Internet/Data Services. Cable television networks do not require a license
or notification to provide Internet/data services. Broadband capacity may be
used freely by cable companies for commercial purposes, as long as the network
itself and necessary equipment comply with general technical requirements set
by the PTA. These services are not subject to telecommunications regulation
with respect to pricing and non-discrimination.
Sweden
Video Services
Regulatory Framework. Apart from certain limited rules governing program
content, the Swedish cable television industry is fully deregulated.
Authorizations. No license is required to operate cable television services
in Sweden.
Programming. Cable television operators are presently required to transmit
four "must carry" channels, which include all three terrestrial television
channels in Sweden: the two public service channels provided by State owned
Sveriges Television (SVT1 and SVT2) and the commercial channel (TV4)
transmitted by the publicly held television company TV4. In addition, one local
television channel in each municipality should be included among the "must
carry" channels, provided that such channel has been authorized for the
municipality in question by the Radio and TV Authority. If digital television
services are offered, one additional "must carry" channel must be carried. If
Stjarn starts digital cable TV distribution, one additional "must carry"
channel must be distributed.
Price Regulation. There is no regulation of tariffs in Sweden.
Telephone and Internet/Data Services
Regulatory Framework. The provision of telephony services is governed by
the Swedish Telecommunications Act of 1993. The provision of Internet services
is not governed by any general Swedish legislation.
Authorization. Within a public telecommunications network, telephony
services to a fixed termination point may only be provided following
notification to the National Post and Telecom Agency. In addition, a licence by
the National Post and Telecom Agency is required in order to be entitled to
provide such services within a public telecommunications network if the
activity is of an extent which is considerable
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with regard to area covered, the number of users or other comparable
circumstances. Stjarn has a license, which covers fixed telephone services. To
the extent intended services to be launched by Stjarn require additional
licenses it is believed that such can be obtained without difficulty. In
addition, there are regulations governing the operation of an established
telephony network and providing for the provision of such matters as connection
to the emergency services and interconnection rights between different
operators.
Internet/Data Services. Under the Swedish Telecommunications Act, the
provision of network capacity for services offered by third party Internet
operators could require notification to the National Post and Telecom Agency.
Further, if such activity is conducted to a considerable extent, a license from
the National Post and Telecom Agency is required. The Internet/data services
currently provided by Stjarn do not include the provision of network capacity
and therefore are not subject to a license requirement.
Israel
Video Services
Regulatory Framework. As part of the liberalization policy adopted by the
Israeli Communications Ministry, the telecommunications and cable television
market in Israel is expected to undergo significant reforms beginning in early
2000. We expect that these reforms will include opening the multi-channel
television business to competition by granting licenses to direct to home
satellite operators and opening the local telephone and Internet/data
transmission markets to competition by granting licenses to independent
operators, thereby allowing competition with Bezeq, the Israeli incumbent
telecommunications operator. Upon expiration of the existing cable television
licenses, franchise exclusivity will be eliminated and other operators will be
permitted to apply for cable television licenses to compete in the cable
television market.
The 1987 Bezeq law, which allowed the introduction of cable television,
gave the new cable companies exclusive rights to download and rebroadcast
satellite programming until 2003. The cable television operators therefore
challenged the legal basis of the Communications Ministry policy of introducing
direct to home satellite service before that date. In November 1998, the
Israeli High Court of Justice decided that direct to home satellite service
could be introduced before 2003. The cable television operators are seeking
compensation for the loss of exclusivity prior to 2003. This could come in the
form of some additional right or rights with respect to the content or services
they provide. This issue is currently pending before the Communications
Ministry and may be ruled on by the High Court of Justice.
Franchise Agreements. Tevel holds exclusive cable television franchise
agreements that were granted for a period of 12 years and expire in 2002. These
franchises include a four-year renewal option at the discretion of the
Communications Ministry. Gvanim, which was recently acquired by Tevel, holds
exclusive franchises which expire in 2005 and 2002. As with the Tevel
franchises, the Communications Ministry is authorized to extend both of these
franchises for an additional four years. Tevel and Gvanim pay the government
royalties of 5% of their gross revenues. Upon the opening of the
telecommunications market to competition, we expect exclusive cable television
franchises to be replaced with long-term renewable, non-exclusive licenses that
will permit cable operators to continue providing cable television services and
to begin to offer additional telecommunications services such as voice
telephone and Internet/data services.
Programming. Pursuant to its franchise agreements, Tevel must provide
within its basic service five tape-delivered channels subtitled in Hebrew: a
movie channel, a general entertainment channel, a children's channel, a nature
and science channel, and a sports channel. The movie channel and the general
entertainment channel are produced by ICP Israel Cable Programming Company
Limited, a programming company owned by Tevel, Gvanim and the other Israeli
cable television companies. The other three channels are produced for ICP by
independent parties. The ownership by the Israeli cable television operators of
ICP is considered a "restrictive arrangement" under Israeli Restrictive Trade
Practices law and is regulated by an arrangement approved by the Restrictive
Trade Practices Tribunal in June 1996.
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Under this arrangement, ICP is obligated to spend 15% of its programming
expenses on programming from local producers.
The current ICP arrangement was to expire in June 1999. With the expiration
of the ICP arrangement the Restrictive Trade Practices Commissioner and the
Ministry of Communications began to consider various alternatives as to how to
divest the cable television operation interests in ICP, including the sale of
ICP's programming interest to third parties or distribution of such interest in
ICP among its shareholders. The Restrictive Trade Practices Tribunal and the
Ministry of Communications are considering requiring cable network operators,
among other things, to supply the previously cable-exclusive content they
produce to the direct to home satellite service providers once they are
operational. The three cable operators (which are the shareholders of ICP)
applied on August 26, 1999 to the Restrictive Trade Practices Tribunal to
approve the allocation of channels among the cable operators as part of the
liquidation of ICP - the movie channel to be allocated to Tevel, the family
channel to be allocated to Golden Channels, and the sports channel to be
located to Matav. As part of the application of the cable operators the ICP
arrangement has been extended temporarily by the Restrictive Trade Practices
Tribunal until October 31, 1999. This extension was granted in order to allow
the Ministry of Communications to reach together with the cable operators a
comprehensive arrangement with respect to the liquidation of ICP and the
allocation of interests in the field of content. After October 31, 1999 the
Restrictive Trade Practices Tribunal will address the application of the cable
operators, also taking into consideration any arrangement reached with the
Ministry of Communications.
In view of the requested allocation of the channels Tevel has entered into
long term agreements with two major studios for the purchase of content for the
movie channel. To secure its obligation pursuant to one of these agreements,
Tevel has extended a $5 million bank guarantee. Tender to purchase the
broadcasting concession rights for the soccer league from the Soccer
Association for a period of six years. Golden Channels has entered into long
term agreements with two major studios for the purchase of content for the
family channel.
DBS, the first direct-to-home satellite service to enter the market, has
filed a plea in the Isaeli Supreme Court on July 19, 1999 against the
Restrictive Trade Practices Commissioner (the "Commissioner") and the cable
operators. In this plea, DBS claims that the continuation of cooperation among
the cable operators with respect to the purchase of content following the
original expiration date of the ICP arrangement is a restrictive arrangement
forbidden by law and therefore (i) the commissioner should determine that the
arrangement pursuant to which the Cable Operators are acting jointly to
purchase content is a restrictive arrangement; (ii) the Commissioner should
order the Cable Operators to avoid acting according to the restrictive
arrangement; (iii) the Commissioner should order the Cable Operators to stop
their cooperation regarding the purchase of content relating to the period
following the expiration of the ICP arrangement including with respect to the
three long term agreements mentioned above.
In addition DBS has filed a claim against the current sports channel
producers and the cable operators in the district court of Tel Aviv claiming
that it should not have taken the tender and that the arrangement pursuant to
which the sports channel is to sell the broadcasting rights is a restrictive
arrangement among the cable operators.
The Restrictive Trade Practices Tribunal in its decision of September 1,
1999 to extend the ICP arrangement until October 31, 1999 stated that the
permit shall not comply to the purchase of content, including any negotiations
or any other activity relating to the purchase of content, except for the
purchase of content which is intended to be broadcasted by December 31, 1999.
Moreover, the temporary extension of the arrangement does not permit purchase
of content from any of the major studies even if the content is intended to be
broadcast prior to December 31, 1999.
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Pursuant to the 1987 Bezeq Law, cable operators must obtain authorization
to add or remove channels from their service from the Ministry of
Communications. Further restrictions prohibit cable television operators from
carrying advertisements on their tape-delivered channels. Tevel currently is
required to provide three "must-carry" off-air channels. Its current
arrangement currently prohibits "tiering" of video services. Since its
establishment, Tevel has offered its subscribers the "super-basic package,"
which is currently comprised of 45 channels of programming. The direct to home
satellite service providers will be entitled to provide "tiering" of their
video services. The Communications Ministry made a preliminary determination
approving "tiering" of cable television services upon the earlier of direct-to-
home Satellite service providers achieving 250,000 subscribers (approximately
100,000 subscribers from the Tevel franchise areas) or a period of 18-27 months
from the first day of commercial broadcast of direct-to-home service. Tevel and
other cable providers have appealed to the High Court of Justice the
determination setting forth the above-described tiering timetable. On June 26,
1999, the High Court of Justice rejected the appeal. In preparation for the
commencement of the direct-to-home satellite services mentioned above. Tevel
expects an increase in its marketing expenses and in the programming purchase
expenses as well as a possible adverse effect on its earnings whether as a
result of customers leaving or as a result of a reduction in the customers
monthly fees. At this stage it is premature to predict the above mentioned
effects on Tevel's future results.
A class action lawsuit was filed against Tevel in April 1998 alleging that
Tevel unlawfully dropped certain programming. An additional class action
lawsuit was filed against Tevel in August 1999 alleging that Tevel unlawfully
dropped the "Star Sport" channel and failed to provide an alternative channel
in its place. We do not believe that this litigation will have a material
adverse effect on UPC.
Pricing. Cable television service subscription fees are subject to
regulation through the franchise agreements and through the arrangement
approved by the Restrictive Trade Practices tribunal. Currently, this
arrangement is more restrictive than the franchise agreements and permits basic
service subscription fees to be increased by a maximum of 1.9% per year above
the cost of living index. Two class action lawsuits were filed against Tevel in
April 1998, the first alleging that Tevel engaged in unlawful pricing practices
and the second challenging Tevel's collection of converter deposits. We do not
believe that this litigation will have a material adverse effect on us.
Telephone and Internet/Data Services
As part of the proposed liberalization of the telecommunications market,
Tevel and Gvanim expect to be permitted to provide Internet/data and voice
telephone services in their franchise areas, and to interconnect with Bezeq on
non-discriminatory terms with cost-based rates. There may be limits on a cable
television system's ownership, operation or marketing with a provider of
telecommunications services.
Czech Republic
Video Services
Regulatory Framework. The operation of cable television systems in the
Czech Republic is regulated by Act No. 110/1964 Coll. on Telecommunications, as
amended (the "Telecom Act"), Act No. 468/1991 Coll. on Radio and Television
Broadcasting Operation, as amended (the "Broadcasting Act") and Act No.
130/1992 Coll. on the Council of the Czech Republic for Radio and Television
Broadcasting, as amended (the "Council Act"). These Acts are administered by
the Ministry of Transportation and Communications of the Czech Republic (the
"Ministry of Communications"), the Czech Telecommunication Office of the
Ministry of Transportation and the Council of the Czech Republic for Radio and
Television Broadcasting (the "Council") established under the Council Act.
The Ministry of Communications is preparing a new telecommunications act
which may be adopted by the Parliament in the near future. The new act may
contain significant changes which could have a material impact on cable
operators.
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Licenses. Cable television operators in the Czech Republic must obtain
permits to establish and operate cable television networks. The permits set
forth the terms and conditions for construction and operation of cable
television systems, including the technical parameters of the cable network,
the technical specifications of the telecommunications equipment and the terms
of validity of the permits. In addition, cable television operators must either
obtain a license to broadcast television programming over the network (a
"Licensed Operator") or register to distribute television programming over the
network (a "Registered Operator"), depending on the services provided and
distribution technologies used. Broadcasting licenses are valid for a maximum
of twelve years, non-exclusive and discretionary. An applicant for a license
must describe its ownership structure in the application. If any of the
applicant's shareholders is a foreign entity, the Council will take into
consideration in deciding whether to grant the license (i) the contribution of
the applicant to the development of original local production, (ii) the share
of ownership participation of Czech persons or entities, and (iii) the
representation of Czech persons or entities in the management bodies of the
applicant.
Licenses are not transferrable. In addition, a Licensed Operator must seek
Council approval for any changes in its information on file with the Council
including any changes in ownership. An internal regulation often applied by the
Council typically results in rejection of applications for approval of changes
in ownership structure involving more than a 51% interest in the Licensed
Operator.
Unlike licenses, registrations are granted for an indefinite period and are
non-discretionary. Further, there is no formal restriction as to the exact
participation of foreign shareholders in a Registered Operator.
Price Regulation. There is no rate regulation of cable services in the
Czech Republic. However, the Ministry of Finance and the Office for Economical
Competition may influence subscription fees through consumer protection and
anti-monopoly laws.
Telephone and Internet/Data Services
In the Czech Republic, SPT TELECOM currently has exclusive rights for the
provision of international and long-distance services, including local
telephone services outside of delineated local networks. These exclusive rights
are scheduled to terminate on January 1, 2001.
Hungary
Cable operators in Hungary are not granted exclusive franchises; however,
all cable operators must be properly registered with the appropriate government
agency and meet certain technical licensing requirements. Moreover, although
there is no rate regulation in Hungary, rates are subject to fair disclosure
and anti-competition reviews by the government and could be challenged if
considered to be an abuse of a dominant market position. There are several
proceedings regarding our rates pending at the Economic Competition Office that
could result in monetary fines. Further, a single cable operator may not
provide service to homes exceeding in the aggregate one-sixth of the Hungarian
population. Hungarian regulatory authorities are currently investigating
whether Telekabel Hungary is in compliance with this rule. The investigation is
scheduled to conclude in late September 1999.
MATAV and other local telephony providers, including Monor, have a monopoly
in local voice telephony services in their respective service areas until 2002,
but there are no restrictions on entry into Internet/data services or rate
regulation of such new providers other than certain technical licensing
requirements. Recent legislation restricts MATAV and other local telephony
providers, including Monor, from acquiring additional cable assets.
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Poland
General
The operation of cable and digital satellite DTH television systems in
Poland is regulated under the Polish Communications Act of 1990 (the
"Communications Act") and the Polish Radio and Television Act of 1992 (the
"Television Act"). These are regulated by:
. The Polish Minister of Communications;
. The Polish State Agency of Radio Communications ("PAR"); and
. The Polish National Radio and Television Council (the "Council").
Cable television operators in Poland are required to obtain permits from
PAR to install and operate cable television systems and must register certain
programming that they transmit over their networks with the Council.
In contrast to cable television regulatory schemes in the U.S. and in
certain other Western nations, neither the Minister of Communications nor PAR
currently has the authority to regulate the rates charged by operators of cable
television and DTH services. However, excessive rates could be challenged by
the Polish Anti-Monopoly Office should they be deemed to constitute
monopolistic or other anti-competitive practices. Cable television and DTH
operators in Poland also are subject to the Law on Copyright and Neighboring
Rights of 1994 (the "Copyright Act") which provides intellectual property
rights protection to authors and producers of programming. Under the terms of
the Television Act, broadcasters in Poland are regulated by, and must obtain a
broadcasting license from, the Council.
Because the @Entertainment DTH service was the first DTH service available
in Poland, there are likely to be issues of first impression not currently
addressed under Polish law with respect to certain aspects of its DTH business
and related programming arrangements. In addition, the Polish DTH market is
subject to a developing regulatory framework that may change as the market
develops.
Communications Act
Permits. The Communications Act and the required permits issued by PAR set
forth the terms and conditions for providing cable television services,
including:
. the terms of the permits;
. the area covered by the permits;
. technological requirements for cable television networks; and
. restrictions on ownership of cable television operators.
If a cable operator breaches the terms of its permits or the provisions of
the Communications Act, or if such operator fails to acquire permits covering
areas serviced by its networks, PAR or the Polish penal court can impose
penalties on such operator, including:
. fines or imprisonment;
. the revocation of all permits covering the cable networks where such
breach occurred; or
. the forfeiture of the cable operator's cable networks.
In addition, the Communications Act provides that PAR may not grant a new
permit to, or renew an expiring permit held by, any applicant that has had, or
that is controlled by an entity that has had, a permit revoked within the
previous five years.
Foreign Ownership Restrictions. The Communications Act and applicable
Polish regulatory restrictions provide that permits may only be issued to and
held by Polish citizens, or companies in which foreign persons hold no more
than 49% of the share capital, ownership interests and voting rights. In
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addition, a majority of the management and supervisory board of any cable
television operator holding permits must be comprised of Polish citizens
residing in Poland. These restrictions do not apply to any permits issued prior
to July 7, 1995. See "Risk Factors--Our recent acquisition of @Entertainment
exposes us to a number of risks."
Television Act
The Polish National Radio and Television Council. The Council, an
independent agency of the Polish government, was created under the Television
Act to regulate broadcasting in Poland. The Council has regulatory authority
over both the programming that cable television operators transmit over their
networks and the broadcasting operations of broadcasters.
Registration of Programming. Under the Television Act, cable television
operators must register each channel and the programming which will be aired on
that channel with the Chairman of the Council prior to transmission. In
general, the Chairman of the Council will refuse registration of programming
if:
. the applicant is not legally entitled to use the cable network
over which the programming will be distributed (i.e., does not
have a PAR permit covering the network);
. the broadcasting of the programming in Poland violates Polish
law, including provisions of the Television Act governing
sponsorship, advertising and minimum Polish and European content
requirements for programming broadcast by Polish broadcasters; or
. the transmission of the programming over the cable network would
violate the Television Act or other provisions of applicable
Polish law.
@Entertainment's subsidiaries have registered most of the programming that
they transmit on their cable networks, except programming transmitted on
networks for which they do not have permits. The Chairman of the Council may
revoke the registration of any of @Entertainment's programming, or may not
register all additional programming that @Entertainment desires to transmit
over @Entertainment's networks. In addition, the Council may take action
regarding unregistered programming that @Entertainment's subsidiaries transmit
over cable networks for which @Entertainment's subsidiaries do not yet have PAR
permits. Such actions could include the levying of monetary fines against
@Entertainment's subsidiaries, and the seizure of equipment involved in
transmitting such unregistered programming as well as criminal sanctions
against @Entertainment's subsidiaries' management. These actions could have a
material adverse effect on @Entertainment's business, financial condition and
results of operations.
Restrictions on Foreign Ownership of Polish Broadcasters. The Television
Act provides that programming may be broadcast in Poland only by Polish
entities in which foreign persons hold no more than 33% of the share capital,
ownership interest and voting rights. In addition, the Television Act and
applicable Polish regulatory restrictions provide that the majority of the
management and supervisory boards of any company holding a broadcasting license
must be comprised of Polish citizens residing in Poland. Companies that engage
in broadcasting in Poland are required to obtain a broadcasting license from
the Chairman of the Council under the Television Act. The Council may revoke a
broadcasting license for, among other things.
. violations of the Television Act;
. violations of the terms of the broadcasting license; or
. violations of restrictions on foreign ownership of broadcasters.
If the Polish regulatory authorities were to conclude that @Entertainment's
ownership or distribution structure is not in compliance with Poland's
regulatory restrictions on foreign ownership, @Entertainment could be forced to
incur significant costs in order to bring its ownership structure and
distribution system into compliance with the applicable regulations and
@Entertainment may be forced to dispose of its ownership interests in various
entities. These regulatory restrictions may materially adversely affect our
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ability to enter into relationships with other entities that produce, broadcast
and distribute programming in Poland, which in turn would have a material
adverse effect on @Entertainment's business, results of operations and
financial condition.
Copyright Protection
Television operators, including cable and DTH operators, in Poland are
subject to the provisions of the Polish Copyright Act, which governs the
enforcement of intellectual property rights. In general, the holder of a Polish
copyright for a program transmitted over the cable networks of a cable
television operator or the system of a DTH operator has a right to receive
compensation from such operator or to prevent transmission of the program.
The rights of Polish copyright holders are generally enforced by
organizations for collective copyright administration and protection such as
Zwiazek Autorow i Kompozytorow Scenicznych ("ZAIKS") and Zwiazek Artystow Scen
Polskich ("ZASP"), and can also be enforced by the holders themselves. Most of
@Entertainment's cable subsidiaries operate under a contract with ZASP and all
of @Entertainment's cable subsidiaries operate under a contract with ZAIKS. A
violation of the Copyright Act by a cable television operator also constitutes
a violation of the Communications Act and of the operator's permits. See "--
Television Act" for a discussion of the penalties and consequences associated
with violations of the Television Act and "--Communications Act" for a
discussion of the penalties and consequences associated with violations of a
television operator's permits.
@Entertainment currently makes copyright payments to foreign programmers
requiring these types of payments, such as CNN, Eurosport and the Cartoon
Network.
Anti-Monopoly Act
Competition in Poland is governed by the Anti-Monopoly Act. The current
Polish anti-monopoly laws with respect to the cable, DTH and programming
industries are not well established, and the Anti-Monopoly Office has not
articulated comprehensive standards that may be applied in an antitrust review
in such industries. In general, the Anti-Monopoly Act prohibits such anti-
competitive arrangements and practices as:
. monopolistic agreements;
. abuse of dominant market position;
. price-fixing arrangements;
. division of market arrangements; and
. creation of market entry barriers.
The Anti-Monopoly Office may deem agreements which employ such practices as
null and void. A finding by the Anti-Monopoly Office that @Entertainment's
past, present or future operations, agreements or strategic actions constituted
violations of the anti-monopoly laws could adversely impact its business,
strategy, financial condition and results of operations.
Exclusive Programming Agreements. An important factor in determining the
commercial value of programming which is distributed by a cable or DTH operator
is whether such programming is widely available or if such programming is only
available on a limited or exclusive basis. Many of the programming agreements
that @Entertainment has entered into for its cable networks and its DTH service
contain exclusivity clauses which restrict or prohibit the provider of such
programming from providing such programming to other cable or DTH operators.
Although such exclusivity clauses are not specifically prohibited under the
Anti-Monopoly Act, such agreements may be found unlawful, and therefore
unenforceable, if they restrict or hinder competition or otherwise involve the
abuse of a dominant position. A decision by the Anti-Monopoly Office to deem
one or more of these programming agreements as void
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due to the fact that it contains an illegal exclusivity clause could have a
material adverse effect on @Entertainment's business and financial results in
that such a decision would potentially reduce the commercial value of these
contracts and could reduce the consumer appeal of the programming offered on
its cable networks and its DTH system.
Market Dominance. Although the Anti-Monopoly Act does not preclude an
enterprise from occupying a dominant market position, any activities by such
enterprise are subject to detailed scrutiny by the Anti-Monopoly Office.
Companies that obtain control of 40% or more of the relevant market are usually
deemed to have market dominance, and therefore face greater scrutiny from the
Anti-Monopoly Office.
Pre-Notification of Transactions. The Anti-Monopoly Act requires parties to
certain types of transactions to notify the Anti-Monopoly Office prior to the
consummation of the proposed transaction. Pursuant to the current
interpretation of the Anti-Monopoly Office, transactions between non-Polish
parties that may affect market conditions in Poland may also require
notification to the Anti-Monopoly Office. Sanctions for failure to notify the
Anti-Monopoly Office include the imposition of fines on parties to the
transaction at issue. We may be required to obtain the Anti-Monopoly Office's
approval for future acquisitions and dispositions, but the Anti-Monopoly Office
might not approve such transactions.
Romania
Exclusive franchises are not awarded in Romania. We have received non-
exclusive licenses to operate cable television systems in all of its service
areas. These renewable licenses are valid for another six years. The cable
television industry is regulated by the Romanian audiovisual law, which came
into force in June 1996, and is administered by the National Audiovisual
Council.
Slovak Republic
Video Services
Regulatory Framework. The operation of cable television systems in the
Slovak Republic is regulated by Act No. 110/1964 Coll. on telecommunications,
as amended (the "Telecom Act") and Act No. 468/1991 Coll. on operation of radio
and television broadcasting, as amended (the "Broadcasting Act"). These acts
are administered by the Ministry of Transportation, Posts and
Telecommunications (the "Ministry of Telecommunications"), the
Telecommunication Office of the Slovak Republic (the "Slovak Telecom Office"),
Regional Telecommunications Offices and the Council of the Slovak Republic for
Radio and Television Broadcasting (the "Council").
The Ministry of Telecommunications is preparing a new telecommunications
act which may be adopted by the Slovak government in the near future. The new
act may contain significant changes which could have a material impact on cable
operators.
Licenses. Cable television operators in the Slovak Republic must obtain
permits from the Slovak Telecom Office or the relevant Regional Telecom Office
to establish, build and operate cable television networks. The permits set
forth the terms and conditions for construction and operation of cable
television systems, including the technical parameters of the cable network,
the areas covered by the permit (one or more permits may be required to cover a
network territory) and the term of the permit. In addition to the permits,
cable television operators must obtain licenses from the Council to broadcast
television programming over their networks. Broadcasting licenses are issued
for a maximum of twelve years, are non-exclusive and discretionary. Although
the Broadcasting Act only specifies licenses for broadcasting, the Council has
developed the practice of issuing licenses for the distribution of television
programming over a cable network in addition to issuing licenses to television
programme producers who broadcast their programming. Additionally, even though
not required, cable operators typically also have their own agreements with
each city and/or large cooperative housing associations in which the network is
located.
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If a company with foreign ownership applies for a broadcasting license, the
Council considers the contribution of the company to the development of
original domestic production as well as the degree of participation of Slovak
persons in the company and its management. Although no formal restrictions as
to exact participation exist, the Council is reluctant to issues licenses to
companies that have foreign ownership of more than 50%.
A license holder has an obligation to notify the Council of any changes in
information that has been filed with the Council in order to obtain and
preserve the license. No prior approval of these changes is required; however,
it is not clear from the Broadcasting Act what authority the Council has to
take any action if it does not approve of the change.
Price Regulation. The Ministry of Finance has recently issued a regulation
which covers cable television and related services. Under the regulation,
prices must reflect economically justified costs and an appropriate profit. Any
annual increases in rates must correspond to a verifiable increase in
economically justified costs, however, under no circumstances will rates be
increased in excess of the annual inflation rate. Cable operators are also
subject to consumer protection laws, and anti-monopoly laws.
Telephone and Internet/Data Services
In the Slovak Republic, Slovak Telecommunications currently has exclusive
rights for the provision of fixed-line local, long-distance and international
telephone services. These exclusive rights are scheduled to terminate on
December 31, 2002.
Malta
In 1991, Melita was awarded an exclusive 15-year renewable license to
deliver cable television services for Malta. Rates for the basic tiers are
subject to regulation and requests for rate increases made to the government
must be accompanied by a cost analysis of the increases in cost. Premium
services, "pay-per-view" and other additional services are not subject to rate
regulation.
Broadcasting
In addition to national laws which implement the EU directives on
broadcasting described in "Regulation--European Union," various other types of
national broadcasting regulations apply to SBS. Over-the-air, terrestrial
television and radio broadcasters operatate pursuant to licenses granted by
national or local regulatory authorities allowing use of certain radio
frequencies in a specified geographic area, generally for a limited duration
which can be renewed. Broadcasters operate subject to various regulatory
conditions, such as limitations on advertising, program content and ownership.
Other Matters
EU directives and national consumer protection and competition laws in our
Western European markets impose limitations on the pricing and marketing of
integrated packages of services, such as video, telephone and Internet/data
services. These limitations are common in developed market economies and are
designed to protect consumers and ensure a fair competitive market. While we
may offer our services in integrated packages in our Western European markets,
we are generally not permitted to make subscription to one service, such as
cable television, conditional upon subscription to another service, such as
telephone, that a subscriber might not otherwise take. In addition, we must not
abuse or enhance a dominant market position through unfair anti-competitive
behavior. For example, cross-subsidization
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between our business lines that would have this effect would be prohibited. We
have to be careful, therefore, in accounting for discounts in services provided
in integrated packages. We believe we can implement our strategy of offering
integrated packages of services without infringing any of these consumer
protection and anti-competition laws. We do not, therefore, expect any of these
limitations to significantly affect our operating strategy.
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MANAGEMENT
United currently owns approximately 62.5% of our outstanding A shares and
all of our outstanding priority shares. Because we are a strategic holding of
United, United is likely to continue to control us for the foreseeable future.
Five members of our six-member Supervisory Board are also directors, officers
or employees of United.
Supervisory Board
Our general affairs and business and the board that manages us are
supervised by a Supervisory Board appointed by the general meeting of
shareholders upon proposal of United as the holder of our priority shares. Mr.
Gene Schneider, United's Chairman and Chief Executive Officer and the former
Chairman of the Supervisory Board, resigned from the Supervisory Board in
February 1999. Pursuant to the rules and procedures of the Supervisory Board,
he became a non-voting advisor to the Supervisory Board and has the right to
attend and participate in the meetings of the Supervisory Board.
The Supervisory Directors are appointed at the general meeting of
shareholders from a list proposed by United as the holder of our priority
shares or through direct appointment by Philips, pursuant to its right to
appoint one director as set forth in our articles of association, or the
Discount Group, pursuant to its contractual right to appoint one director. The
Discount Group, our partner in our Israeli system, has not to date exercised
its contractual right to nominate a Supervisory Director. The Discount Group's
proposal may be set aside by two-thirds of the votes cast at the general
meeting of shareholders representing more than one-half of the issued nominal
capital.
The Supervisory Directors and Advisor are:
<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
Michael T. Fries.......................... 36 Chairman of the Supervisory Board
John P. Cole, Jr.......................... 69 Supervisory Director
Richard De Lange.......................... 54 Supervisory Director
Antony P. Ressler......................... 38 Supervisory Director
Ellen P. Spangler......................... 50 Supervisory Director
Tina M. Wildes............................ 39 Supervisory Director
Gene W. Schneider......................... 73 Advisor
</TABLE>
Michael T. Fries has been a member of the Supervisory Board since September
1998 and the Chairman since February 1999. He is the Executive Chairman of
Austar United Communications Limited ("Austar United"), United's subsidiary
that recently completed an initial public offering in Australia. He is also
President of United and President of United Latin America, Inc., a wholly-owned
subsidiary of United, positions he has held since September 1998. Mr. Fries
also serves as President and Chief Executive Officer of United Asia/Pacific
Communications, Inc., a majority-owned subsidiary of United, positions he has
held since June 1995 and December 1996, respectively. Prior to becoming
President of United Asia/Pacific Communications, Inc., Mr. Fries served as
United's Senior Vice President, Development, in which capacity he was
responsible for managing United's acquisitions and new business development
activities since March 1990, including United's expansion into the
Asia/Pacific, Latin American and European markets.
John P. Cole Jr. became a member of the Supervisory Board in February 1999
and has been a director of United since March 1998. Mr. Cole has practiced law
in Washington, D.C. since 1956 and has been counsel over the years in many
landmark proceedings before the U.S. Federal Communications Commission,
reflecting the development of the cable television industry. In 1966, he
founded the law firm of Cole, Raywid & Braverman, a 30-lawyer firm specializing
in all aspects of communications and media law. Mr. Cole is also a director of
Century Communications Corporation.
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Richard De Lange has been a member of the Supervisory Board since April
1996. Since October 1998, Mr. De Lange has been Chairman of the Dutch Philips
organization (Philips Nederland B.V. and Nederlandse Philips Bedrijven B.V.).
He also continues to serve as President and Chief Executive Officer of Philips
Media B.V., which position he assumed in February 1996. From April 1995 until
October 1998, Mr. De Lange was Chairman and Managing Director of Philips
Electronics UK Ltd. Previously, Mr. De Lange served since 1970 in various
capacities with subsidiaries of Philips, including President of Philips
Lighting Europe from December 1990 until April 1995.
Antony P. Ressler became a member of the Supervisory Board in February 1999
and has been a director of United since October 1993. Mr. Ressler is one of the
founding principals of Apollo Advisors, L.P., Lion Advisors, L.P. and Ares
Management, L.P., which through several funds represent institutional investors
with respect to corporate acquisitions and securities investments. Mr. Ressler
is also a director of Allied Waste Industries, Inc., Berlitz International,
Inc., Communications Corporation of America, Prandium, Inc. and Vail Resorts,
Inc.
Ellen P. Spangler became a member of the Supervisory Board in February
1999. Ms. Spangler is the Senior Vice President of Business and Legal Affairs
and Secretary of United, positions she has held since December 1996. Prior to
assuming her current positions, since February 1991 she served as a Vice
President of United where her responsibilities included business and legal
affairs, programming and assisting on development projects.
Tina M. Wildes became a member of the Supervisory Board in February 1999.
Ms. Wildes is the Senior Vice President of Operations and Development Oversight
of United, a position she has held since May 1998. From October 1997 until May
1998, Ms. Wildes served as Senior Vice President of Programming for United.
From 1993 to 1997, she was Regional Vice President of United Latin America,
Inc. From 1988 to 1994, Ms. Wildes served as either a director or vice
president for development, programming and operations for several of United's
European operating companies, including operations in Sweden, Norway, Malta,
Israel, Spain and Portugal.
Gene W. Schneider served as a member of the Supervisory Board from July
1995 until February 1999, when he became an advisor to the Supervisory Board.
Mr. Schneider is also the Chairman of the Board of Directors of United, a
position he has held since its inception in May 1989. In addition to serving as
United's Chairman, Mr. Schneider has served as United's Chief Executive Officer
since October 1995, and served as United's President from October 1997 until he
relinquished the title in September 1998. Mr. Schneider served as Chairman of
United Artists, then the third largest multiple system operator in the United
States, from May 1989 until its merger with Tele-Communications, Inc. in
November 1991. He was a founder of United Cable in the early 1950s and, as its
Chairman and Chief Executive Officer, helped build United Cable into the
eighth-largest multiple system operator in the United States prior to its
merger with United Artists in 1989. Mr. Schneider has been active in cable
television affairs and has served on the board of the National Cable Television
Association ("NCTA") and on numerous committees and special projects thereof
since the NCTA's inception in the early 1950s. Mr. Schneider is one of the
original inductees into the NCTA's Cable Television Pioneers. As Chairman of
United Cable, he was involved in United Cable's investment in numerous
programming companies such as Discovery and Turner Broadcasting, and served as
a director on the board of Turner Broadcasting and Chairman of C-SPAN. Mr.
Schneider is also Chairman of the Board of Advance Display Technologies, Inc.
and a director of Austar United.
The Supervisory Board has an Audit Committee and a Compensation Committee.
Both committees are comprised of Mr. Fries, Ms. Spangler and Ms. Wildes.
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Family Relationships
Tina M. Wildes, a member of the Supervisory Board, and Mark L. Schneider,
the Chairman of our Board of Management and our Chief Executive Officer, are
sister and brother. Gene W. Schneider is their father. No other family
relationships exist between any other members of our Supervisory Board or Board
of Management.
Board of Management and Other Key Employees
The members of the Board of Management are:
<TABLE>
<CAPTION>
Name Age Position
<S> <C> <C>
Mark L. Schneider.................. 44 Chairman of Board of Management and
Chief Executive Officer
John F. Riordan.................... 57 Vice Chairman of Board of Management and
President, Advanced Communications;
Chief Executive Officer, chello
broadband
Charles H. R. Bracken.............. 33 Board of Management Member
Anton H. E. v. Voskuijlen.......... 42 Board of Management Member, Senior Vice
President
Nimrod J. Kovacs................... 49 Board of Management Member and Managing
Director, Eastern Europe
</TABLE>
Other key employees include:
<TABLE>
<CAPTION>
Name Age Position
<S> <C> <C>
Scott Bachman....................... 44 Managing Director, Technology and
Purchasing
Jeroen Bergman...................... 32 Managing Director, Video and Marketing
Steven D. Butler.................... 40 Managing Director, UPC Capital and
Treasurer
Sudhir Ispahani..................... 39 Managing Director, Operations and
Technology, chello broadband
Roger Lynch......................... 36 President and Chief Financial Officer,
chello broadband
Simon Oakes......................... 40 Managing Director, Programming
Iain Osborne........................ 42 Managing Director, Marketing, Sales and
Portal, chello broadband
Ray D. Samuelson.................... 46 Managing Director, Finance and
Accounting
Anton M. Tuijten.................... 37 General Counsel
Joseph Webster...................... 36 Managing Director, Telephony Services
and Chief Executive Officer, Priority
Telecom
</TABLE>
Mark L. Schneider has been our Chief Executive Officer and Chairman of our
Board of Management since April 1997. He was our President from April 1997 to
September 1998. Since December 1996, he has served as Executive Vice President
of United and President and Chief Executive Officer of United Europe/Middle
East Communications, Inc. and from May 1996 to December 1996, Mr. Schneider was
Chief of Strategic Planning and Operational Oversight of United. He served as
President of United from July 1992 until March 1995 and was Senior Vice
President of United from May 1989 until July 1992. Mr. Schneider also worked as
a consultant for United from March 1995 to May 1996. Mr. Schneider has been a
member of the board of directors of United since 1993.
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John F. Riordan was appointed our Executive Vice President in March 1998,
and a member of our Board of Management in September 1998. Also in September
1998, Mr. Riordan was appointed Vice Chairman of the Board of Management and
President of our Advanced Communications division, overseeing implementation of
our Internet/data services and digital distribution platform. In March 1999,
Mr. Riordan was also appointed as Chief Executive Officer of chello broadband.
In June 1999, Mr. Riordan became a director of Austar United. From April 1997
until March 1998, he was a member of our Supervisory Board. Mr. Riordan also
has served as a director of United since March 1998. From 1992 until November
1998, Mr. Riordan served as Chief Executive Officer of Princes Holdings
Limited, the Irish multi-channel television operating company of which we owned
20% until its sale in November 1998. Mr. Riordan is also a director of Austar
United.
Charles H. R. Bracken was appointed Managing Director of Strategy,
Acquisitions and Corporate Development in March 1999. Mr. Bracken became a
member of the Board of Management in July 1997. From 1994, he held a number of
appointments at Goldman Sachs International, in London, most recently as
Executive Director, Communications, Media and Technology. While at Goldman
Sachs, he was responsible for providing merger and corporate finance advice to
a number of communications companies including UPC.
Anton H.E. v. Voskuijlen has been on our Board of Management since April
1997 and has been Senior Vice President since May 1999. He also served as our
General Counsel from July 1996 until May 1999. Prior to joining us in 1996, he
served as Vice President, Business Affairs and Legal Counsel of Philips Media
in New York, New York.
Nimrod J. Kovacs was appointed our Managing Director of Eastern Europe in
March 1998 and a member of our Board of Management in September 1998. He has
served in various positions with United, including President of United
Programming, Inc., since December 1996, President, Eastern Europe Electronic
Distribution & Global Programming Group from January to December 1996 and
Senior Vice President, Central/Eastern Europe from March 1991 until December
1995.
Scott Bachman has served as our Managing Director of Technology and
Purchasing since February 1998. From March 1996 until February 1998, Mr.
Bachman was our Vice President of Engineering and the Chief Technology Officer.
From April 1991 to March 1996, Mr. Bachman was Vice President of Operations &
Technology Projects for Cable Television Laboratories, Inc.
Jeroen Bergman was appointed Managing Director of Video and Marketing in
July 1999. Prior to his appointment, Mr. Bergman was the Commercial Director at
Casema, the second largest cable television operator in The Netherlands after
us and a subsidiary of France Telecom, a position he had held since 1996. From
1993 to 1996, Mr. Bergman worked for Optus Vision, and its shareholder Optus
Communications, a long distance and mobile communications operator in
Australia, primarily owned by Cable & Wireless.
Steven D. Butler was appointed Managing Director of UPC Capital and our
Treasurer in February 1998, responsible for all corporate and project
debt/equity financing activities, as well as banking and investor relations.
From July 1995 until February 1998, Mr. Butler served as our Vice President and
Treasurer. Prior to that, Mr. Butler served as Director of Finance at United
since May 1991.
Sudhir Ispahani has been Managing Director of Operations and Technology for
chello broadband since March 1999 with primary responsibility for developing
and implementing chello's technology architecture. Mr. Ispahani joined chello
broadband as Corporate Technology Officer in July 1998 and has been a member of
chello broadband's Management Board since November 1998. From 1988 until he
joined chello broadband in July 1998, Mr. Ispahani worked as Director of
Service Direct for MCI.
Roger Lynch was appointed President, Chief Financial Officer and a member
of the Managing Board of chello broadband in June 1999. Prior to his
appointment, Mr. Lynch spent five years at Morgan Stanley Dean Witter where he
had responsibility for the bank's Internet corporate finance activity in
Europe. In
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addition, Mr. Lynch was Morgan Stanley's Internet sector specialist and had
advised us and chello broadband during the year preceding his appointment.
Simon Oakes was appointed our Managing Director of Programming in March
1998, responsible for our programming operations and development activities.
From 1994 until joining us, Mr. Oakes independently developed and produced
feature films including Single Girls' Diary (Granada Films), The Main of
Buttermere (Tribeca and United Artists) and Cave (Working Title and Polygram).
From 1989 until 1994, Mr. Oakes served as Co-chairman of Crossbow Films, a film
production company.
Iain Osborne has been Managing Director of Marketing, Sales and Portal for
chello broadband since March 1999 and has been a member of the Board of
Management since January 1999. Mr. Osborne joined the company in July 1998 from
Yahoo! Inc. where he was Marketing and Communications Director, Europe.
Ray D. Samuelson was appointed our Managing Director of Finance and
Accounting in February 1998, responsible for all our accounting, reporting,
budgeting, management information systems and administrative activities. From
our formation in July 1995 until February 1998, Mr. Samuelson served as Vice
President of Finance & Accounting. From 1992 to 1995, he was Vice President of
Finance and Administration of the Cable Operations Division at United. Prior to
Mr. Samuelson's appointment with United, he was seconded as a US WEST employee
from 1990 to 1992 as the Chief Financial Officer of United's and US WEST's
Norwegian, Swedish and Hungarian cable television partnership.
Anton M. Tuijten joined our company in September 1998 as Vice President of
Legal Services and was appointed our General Counsel in May 1999. Mr. Tuijten
is also a member of the Management Board of chello broadband. From 1992 until
joining us, Mr. Tuijten was General Counsel and Company Secretary of Unisource,
an international telecommunications company.
Joseph Webster has served as our Managing Director of Telephony Services
since February 1998 and is also the Chief Executive Officer of Priority
Telecom. From February 1997 until his appointment with us, Mr. Webster served
as Regional Vice President & General Manager at Time Warner Communications in
Raleigh, North Carolina. From February 1994 to January 1997, Mr. Webster served
as Vice President & General Manager at Time Warner Communications, where he was
responsible for a start-up provider of competitive telecommunications services.
From May 1993 to February 1994, Mr. Webster served as Vice President of
Teleport Communications Group in Detroit, Michigan.
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Executive Compensation
The following table sets forth the 1997 and 1998 compensation for our chief
executive officer, the four other highest compensated executive officers at
fiscal year end 1998 and one other executive officer that was not an executive
officer at fiscal year end 1998.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation(1)
-------------------------------
Name and Principal Other Annual All Other
Position Year Salary Bonus Compensation(2) Compensation(3)
- ------------------ ---- ------- ------- --------------- ---------------
(Dutch guilders)
<S> <C> <C> <C> <C> <C>
Mark L. Schneider(4) ..... 1997 584,940 -- -- --
Chief Executive Officer 1998 738,010 -- -- 9,557
J. Timothy Bryan(5) ...... 1998 597,300 210,260 1,657 9,577
Former President and
Chief Financial Officer
Gene Musselman(6)......... 1997 131,251 -- -- 6,318
Chief Operating Officer, 1998 499,663 149,325 7,403 142,442
Telekabel Wien
Margaret M. Houlihan(7)... 1997 335,790 -- -- 61,636
Former Managing Director, 1998 449,637 -- 46,310 176,205
Video Services
Nimrod Kovacs(8).......... 1998 547,525 -- 1,657 9,557
Managing Director,
Eastern Europe
Michael Simmons(9)........ 1998 448,509 -- -- 76,208
Former Managing Director,
Portugal
</TABLE>
- --------------------
(1) Compensation amounts (except for automobile allowance payments and school
fees, if applicable, which were paid in Dutch guilders) for the persons
identified above were converted from U.S. dollars to Dutch guilders using
the average exchange rate for the respective years.
(2) Consisted of automobile lease, operating and maintenance payments, and
health and life insurance payments for some of the executive officers
listed above.
(3) Our executive officers who are United States citizens were employed by
United and seconded to us during 1997 and 1998. United compensates all
United States citizens working for us outside the United States for certain
expenses and adjustments related to non-U.S. assignments and we reimburse
United for such expenses. These expenses and adjustments include home leave
payments for trips back to the employee's home country, housing allowance
and school tuition fees for the employee's children. See "--Agreements with
Executive Officers." Certain compensation identified in this column also
consisted of matching employer contributions under United's employee 401(k)
plan or our pension plan, as applicable.
(4) Mr. Schneider was appointed as our Chief Executive Officer in April 1997
but continued to serve as a consultant for United until September 1998. The
salary amount shown consisted of the total salary paid to Mr. Schneider for
his duties to us and United. Other compensation consisted of matching
employer contributions under United's employee 401(k) plan and personal use
of an airplane.
(5) Mr. Bryan was our President and Chief Financial Officer from September 1998
to June 1999, prior to which time he was the Chief Financial Officer of
United. At the annual general shareholders meeting on July 23, 1999 Mr.
Bryan was released from his duties as a member of the Board of Management.
The salary amount shown consisted of the total salary paid to Mr. Bryan for
his duties to us and United. Mr. Bryan received a performance-based bonus
for 1998. Other annual compensation consisted of health and life insurance
payments and other compensation consisted of matching employer
contributions under United's employee 401(k) plan and personal use of an
airplane.
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(6) Mr. Musselman received a performance-based bonus for 1998. Other annual
compensation consisted of health and life insurance payments. Other
compensation consisted of amounts related to Mr. Musselman's non-U.S.
assignment and matching employer contributions under United's employee
401(k) plan.
(7) Ms. Houlihan is no longer our employee. Other annual compensation consisted
of automobile allowance and health and life insurance payments and other
compensation consisted of amounts related to Ms. Houlihan's non-U.S.
assignment and matching employer contributions under United's employee
401(k) plan.
(8) Mr. Kovacs was appointed as our Managing Director of Eastern Europe in
March 1998. The salary amount shown consisted of the total salary paid to
Mr. Kovacs for his duties to us and United. Other annual compensation
consisted of health and life insurance payments and other compensation
consisted of matching employer contributions under United's employee 401(k)
plan.
(9) We sold our interest in our Portuguese system in February 1998. Mr. Simmons
no longer is our employee. Other annual compensation consisted of health
and life insurance payments and other compensation related to Mr. Simmons'
non-U.S. assignment and matching employer contributions under United's
employee 401(k) plan.
The following table sets forth information concerning options that were
granted by us to the executive officers listed in the Summary Compensation
Table above during the fiscal year ended December 31, 1998.
Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Individual Grants
--------------------------
Potential Realizable
Value at Assumed
Number of Percentage of Annual Rates of Stock
Securities Total Options Price Appreciation
Underlying Granted to Exercise for Option Term(1)
Options Employees in Price Expiration ---------------------
Granted Fiscal Year (NLG/Share) Date 5% (NLG) 10% (NLG)
---------- ------------- ----------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Mark L. Schneider....... 975,000(2) 41.6% NLG12.00 12/06/03 75,747,750 91,221,000
J. Timothy Bryan........ 90,000(3) 2.4% NLG12.00 09/21/99(4) 679,206 1,721,242
397,500(5) 10.6% NLG13.57 09/21/99(4) 3,392,036 8,596,766
</TABLE>
- --------
(1) The potential realizable value is based on assumed annual rates of stock
price appreciation from our initial public offering, NLG63.91, to the end
of the option term.
(2) Vests in 48 equal monthly installments from April 1, 1997.
(3) Shares subject to phantom options, which UPC may at its option pay in cash
or UPC shares on exercise, and vest in 48 equal monthly installments from
April 1, 1997. Mr. Bryan is no longer an employee of the our company.
(4) The original expiration date of these options was April 1, 2007 for 90,000
of the options and September 24, 2008 for 397,500 of the options. The
vested options expired on September 21, 1999, the date that is 90 days from
the last date of Mr. Bryan's employment with our company.
(5) Shares subject to phantom options, which UPC may at its option pay in cash
or UPC shares on exercise, and vest in 48 equal monthly installments from
October 1, 1998. Mr. Bryan is no longer an employee of the Company.
The following table sets forth information with respect to the executive
officers listed in the Summary Compensation Table above holding unexercised
options as of December 31, 1998. The value of unexercised in-the-money options
represents the difference between the price of the A Shares in our initial
public offering, NLG63.91, and the exercise price of the options, which is
NLG12.00 for Mr. Schneider's options and NLG10.43 for Ms. Houlihan's options.
See "--Stock Option Plans" and "Security Ownership of Certain Beneficial Owners
and Management."
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Aggregated Fiscal Year-end Option Values
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised
Number of Options at Fiscal Year- Value of Unexercise
Shares End In-the-Money Options(1)
Acquired on Values ------------------------- ---------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- --------- ----------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Mark L. Schneider....... -- -- 406,250 568,750 NLG21,088,438 NLG29,523,812
J. Timothy Bryan........ 12,500(2) US$59,000 62,344 425,156 NLG 3,095,410 NLG21,109,198
</TABLE>
- --------
(1) UPC sold shares in its initial public offering at NLG63.91 per share on
February 11, 1999. Such share price is the basis for the values determined
in the above table for UPC.
(2) Represents the number of shares underlying the phantom options, which were
exercised with respect to an affiliate of UPC. The value was determined by
the United Board of Directors. Mr. Bryan is no longer our employee.
Agreements with Executive Officers
We do not have employment agreements with any of the executive officers
listed in the above table. Mr. Simmons had an employment agreement with United
that has been terminated. Mr. Schneider has a consulting agreement with United
and Mr. Musselman has an employment agreement with United. We and United are
parties to a Secondment Agreement, pursuant to which Mr. Schneider, together
with all our other U.S. citizen employees, are seconded to us. See "Certain
Transactions and Relationships--Relationship with United and Related
Transactions." Pursuant to the Secondment Agreement, we reimburse United for
all expenses incurred by United in connection with the seconded employees.
Mr. Schneider's consulting agreement with United is for a term of five
years and expires May 31, 2000. Mr. Schneider receives a fee of NLG759,000 per
year. If Mr. Schneider's employment is terminated without cause or if he dies
prior to the end of the term of the agreement, he or his personal
representative shall receive all payments due under the agreement through its
term.
United, UPC and Mr. Bryan entered into an employment agreement in October
1998. Mr. Bryan ceased to be employed by United in June 1999 and the parties
are currently in dispute over the terms of the agreement.
Stock Option Plans
Equity Stock Option Plan. Under our Equity Stock Option Plan, the
Supervisory Board may grant incentive stock options to our employees. There are
approximately 6.9 million total shares underlying the options granted under our
stock option plan. The Board of Management may from time to time increase the
number of shares available for granting under our stock option plan. Options
under our stock option plan must be granted at fair market value (as determined
by the Supervisory Board) at the time of grant. The A shares available under
our stock option plan are held by Stichting Administratiekantoor UPC, a stock
option foundation, which administers our stock option plan. Each option
represents the right to acquire from the foundation a depositary receipt
representing the economic value of one share. United appoints the board members
of the foundation and thus controls the voting of the foundation's A shares.
Proceeds from the exercise of these options remain in the foundation. Upon
liquidation of the foundation, any remaining assets revert to United.
All options are exercisable upon grant and for the next five years. In
order to introduce the element of "vesting" of the options, our stock option
plan provides that even though the options are exercisable immediately, the
shares to be issued or options granted in 1996 are deemed to "vest" 1/36th each
month for a three-year period from the date of option grant. The date of option
grant is generally the employee's
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<PAGE>
employment commencement date. For options granted in 1998 and thereafter, the
vesting period has been increased to four years and the options vest 1/48th
each month. No options were granted in 1997. If the employee's employment
terminates other than in the case of death, disability or the like, all
unvested options previously exercised must be resold to the foundation at the
original purchase price, or all vested options must be exercised, within 30
days of the termination date. The Supervisory Board may alter these vesting
schedules in its discretion.
Our stock option plan contains limited anti-dilution protection in the case
of stock splits, stock dividends and the like. Our stock option plan also
provides that, in the case of change of control, the acquiring company has the
right to require us to acquire all of the options outstanding at the per share
value determined in the transaction giving rise to the change of control.
In 1996, we loaned the following officers the amounts indicated to enable
such officers either to exercise stock options to acquire our shares, to pay
the tax on such exercise or both: Scott Bachman (exercise and tax,
NLG1,635,835); Steve Butler (exercise and tax, NLG1,226,877); Ray Samuelson
(exercise and tax, NLG2,453,750); Michael Simmons (exercise and tax,
NLG787,000); David D'Ottavio (exercise and tax, NLG6,543,340); and Anton H.E.
van Voskuijlen (tax only, NLG106,245). In 1998, we loaned Mr. van Voskuijlen
NLG40,500 (tax only) in relation to an additional grant. These recourse loans,
except for Mr. van Voskuijlen's, bear interest at the Dutch statutory rate. For
1998, this rate was 6% per annum. All loans made in 1996 are due 18 months
after the date of our initial public offering. Mr. van Voskuijlen's loans are
due upon exercise of his options and do not bear interest.
Through December 31, 1998, options to acquire a total of 6,333,000 A shares
have been granted under the Plan. Of these, options representing 375,000 A
shares have been exercised and resold to the foundation and, therefore, are
available for future option grants. Options representing 82,500 A shares have
been canceled. The exercise prices for the options range from NLG10.49 to
NLG13.57.
In March 1998, we granted Mark Schneider options for 975,000 A shares at an
exercise price of NLG12.00, the price at which shares were acquired by United
and us from Phillips in connection with the purchase in December 1997.
Phantom Stock Option Plan. Under our phantom stock option plan, the
Supervisory Board has granted certain employees the right to receive an amount
in cash or stock, of the Supervisory Board's option, equal to the difference
between the fair market value of the A shares and the stated grant price for a
specified number of phantom options. Through December 31, 1998, options
representing 2,057,500 phantom shares remained outstanding. The grant prices
for the phantom options range from NLG12.00 to NLG13.57. The phantom options
have a four-year vesting period and vest 1/48th each month. The phantom options
may be exercised during the period specified in the option certificate, but in
no event, later than ten years following the date of grant. 744,100 of the
outstanding phantom options were fully vested on December 31, 1998. Our phantom
stock option plan contains limited anti-dilution protection in the case of
stock splits, stock dividends and the like. Our phantom stock option plan also
provides that, in certain cases of a change of control, all phantom options
outstanding become fully exercisable.
Our phantom stock option plan also provides that upon the offering, an
employee holding phantom options may convert these into options for A shares
under our stock option plan. If the employee elects not to do so, upon exercise
of the phantom options we may elect to issue such number of A shares equal to
the value of the cash difference in lieu of paying the cash.
Limitation of Liability and Indemnification Matters
Pursuant to Dutch law, each member of the Supervisory Board and Board of
Management is responsible to us for the proper performance of his or her
assigned duties. Our articles of association provide that the adoption by the
general meeting of shareholders of the annual accounts shall discharge
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the Supervisory Board and Board of Management from liability in respect of the
exercise of their duties during the financial year concerned unless an explicit
reservation is made by the general meeting of shareholders. This discharge of
liability applies only in the event that we hold the member liable and
furthermore extends only to actions or omissions not disclosed in or apparent
from the adopted annual accounts. In case of such actions or omissions, the
members of the Supervisory Board or Board of Management will be jointly and
severally liable toward third parties for any loss sustained by such third
parties as a result of such actions or omissions, unless the Supervisory Board
or Board of Management member proves that he or she is not responsible for the
actions or omissions. Generally, under Dutch law, directors will not be held
personally liable for decisions made with reasonable business judgment.
Our articles of association provide that we must indemnify any person who:
. is or was a member of the Supervisory Board or the Board of Management,
. suffers any loss as a result of their position as a member of such
boards, and
. acted in good faith in carrying out their duties.
This indemnification will generally not apply if the person seeking
indemnification is found to have acted with gross negligence or wilful
misconduct in the performance of their duty to us, unless the court in which
the action is brought determines that indemnification is appropriate. Our
articles of association furthermore provide that a majority of the members of
the Supervisory Board (not being parties to the action) must approve any
indemnification unless the entire Supervisory Board is named in the lawsuit, in
which case the indemnification may be approved by independent legal counsel in
a written opinion or by the general meeting of shareholders. The Supervisory
Board may extend the indemnification provisions of our articles of association
to any of our officers, employees or agents.
Compensation of Supervisory Board Members
All of the members of the Supervisory Board, other than Mr. De Lange, are
directors or employees of United. None of these members receive additional
compensation for serving on the Supervisory Board.
Compensation of Board of Management Members
The aggregate 1998 salary compensation for the entire Board of Management
is approximately NLG3.1 million. In addition, we provide our executive officers
with automobile allowances and other benefits. Expatriates also receive housing
allowances, foreign tax equalization payments and other compensation relating
to their foreign assignments.
Compensation Committee Interlocks and Insider Participation
We and United have concluded a secondment arrangement, pursuant to which
certain U.S. citizens employed by United are seconded to us. See "Certain
Transactions and Relationships--Relationship with United and Related
Transactions." Prior to our initial public offering in February 1999,
compensation for all members of our management who are employees of United was
set by the compensation committee of United and compensation for all of our
other employees was determined by the Supervisory Board. In February 1999, our
Supervisory Board established a compensation committee following the completion
of the initial public offering. The compensation committee is composed of Mr.
Fries, Ms. Spangler and Ms. Wildes, each of whom is a member of the Supervisory
Board. The members of our management who are employees of United, however, will
continue to have their compensation set by United's compensation committee.
None of the members of our compensation committee, the United compensation
committee or our Supervisory Board has served as a director or member of a
compensation committee of another company that had any executive officer that
was also one of our Supervisory Directors or a member of the compensation
committee of United.
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<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the
beneficial ownership of all classes of securities as of June 1, 1999, by (1)
each shareholder who is known by us to own beneficially more than 5% of the
outstanding ordinary shares at such date; (2) each of our Supervisory Directors
and our advisor to the Supervisory Board; (3) each of our executive officers;
and (4) all of our Supervisory Directors, advisors and executive officers as a
group. Because Messrs. G. Schneider, Cole, Ressler, M. Schneider and Riordan
are directors of United, they may be deemed to own beneficially our shares held
by United. They disclaim any beneficial ownership of these shares and this
table does not include those shares.
<TABLE>
<CAPTION>
Prior to Following the
the Offering
Offering of B Shares
---------- ---------------------
Percentage
Percentage of all Percentage
Number of of A Ordinary of Total
Beneficial Owner A Shares Shares Shares Vote
- ---------------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
UnitedGlobalCom, Inc.(1)(2)........ 80,734,292 62.5% % %
Microsoft Corporation(3)........... 10,157,750 7.9
Gene W. Schneider(4)............... 31,000 * * *
Michael T. Fries(5)................ 3,051 * * *
John P. Cole, Jr. ................. 1,525 * * *
Richard De Lange................... -- -- -- --
Antony P. Ressler.................. -- -- -- --
Ellen P. Spangler.................. 305 * * *
Tina Wildes........................ 3,051 * * *
Mark L. Schneider(6)............... 578,438 * * *
John F. Riordan(7)................. 296,532 * * *
Charles H.R. Bracken(8)............ 10,545 * * *
Nimrod J. Kovacs(9)................ 15,000 * * *
Anton H.E. v. Voskuijlen(10)....... 254,688 * * *
All directors, director nominees
and executive officers as a group
(11 persons)...................... 1,168,590 1.4
</TABLE>
- --------
*Less than 1%.
(1) The figures for the percent of shares are based on 129,246,123 A shares
outstanding on June 8, 1999 (after elimination of shares held in treasury
or by subsidiaries).
(2) Includes 3,646,823 A shares held by the stock option foundation, the board
members of which are appointed by United. The address of UnitedGlobalCom,
Inc. is 4643 South Ulster Street, Suite 1300, Denver, Colorado 80237,
U.S.A.
(3) The address of Microsoft Corporation is One Microsoft Way, Redmond,
Washington 98052.
(4) Includes 10,000 A shares held by the Gene W. Schneider Family Trust of
which Mr. Schneider is a co-trustee. Also includes 1,000 A shares owned by
his spouse.
(5) Represents 3,051 A shares owned by Mr. Fries' spouse.
(6) Mr. M. Schneider holds currently exercisable options for 975,000 A shares
of which options for 426,562 A shares are subject to our repurchase right,
which expires April 1, 2001. Includes 10,000 A shares held by the Gene W.
Schneider Family Trust of which Mr. Schneider is a co-trustee.
(7) Mr. Riordan holds currently exercisable options for 525,000 A shares of
which options for 229,688 A shares are subject to our repurchase right,
which expires April 1, 2001. Includes 1,220 A shares owned by Mr. Riordan's
spouse.
(8) Mr. Bracken currently holds exercisable options for 10,545 A shares.
(9) Includes 5,000 A shares held by Kovacs Communications, Inc.
(10) Represents currently exercisable options for 300,000 A shares of which
options for 45,312 A shares are subject to our repurchase right, which
expires January 1, 2002.
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<PAGE>
CERTAIN TRANSACTIONS AND RELATIONSHIPS
Relationship with Philips
We began operations as a joint venture between United and Philips in July
1995. Both shareholders contributed various assets to us.
In December 1997, we and United acquired all of Philips' interest in us. As
part of this transaction, we purchased from Philips:
. 3.17 million shares of United Class A Common Stock for NLG66.8 million,
the then-current market value of such shares,
. a portion of the pay-in-kind convertible notes at their fully accreted
value for NLG170.4 million, and
. 24.378 million A shares for NLG292.6 million.
We also converted the remaining pay-in-kind convertible notes purchased by
United into 15.18 million A shares.
One of the Supervisory Board members, Mr. De Lange, continues to be a
member of the Supervisory Board pursuant to amendments to our articles of
association in connection with the acquisition of UPC. Under our articles of
association, Philips may appoint and remove one of our Supervisory Directors,
so long as Philips has any liability in respect of the agreements relating to
the Telekabel Wien system, which is expected to terminate by 2006. We have
agreed to indemnify Philips against such liability. We and United have agreed
to use our reasonable best efforts to obtain the release of Philips by the City
of Vienna from such liability. Philips' representative on the Supervisory Board
must approve (1) the disposition of assets aggregating more than 30% of the
consolidated assets or generating more than 30% of the consolidated revenues of
the Telekabel Group, or (2) our merger or consolidation into any other entity
that is not wholly owned by United.
Loans to Executive Officers
In 1996, we loaned Mr. van Voskuijlen NLG106,245 and in 1998, we loaned him
NLG40,500 to enable him to pay the tax on the stock options received in those
years. These recourse loans bear no interest. The loans are due upon exercise
of his options. We made similar loans to other employees for the purpose of
exercising and/or paying tax on options. See "Management--Stock Option Plans."
The Discount Group's Option
In November 1998, a subsidiary of Discount Investment Corporation loaned us
$90.0 million (the "DIC Loan") to acquire additional interests in our Israeli
operation. In connection with the DIC Loan, we granted an option to the
Discount Group, our partner in our Israeli system and an affiliate of Discount
Investment Corporation, to acquire A shares at a price per share equal to the
price in the initial public offering, discounted by a factor of 10%. The
Discount Group exercised its option and we issued 1,558,654 A shares to it at
the same time as the closing of our initial public offering. The aggregate
purchase price for the shares was equal to the sum of $45 million, plus
interest thereon at the rate of 8% per annum from November 9, 1998 through the
closing of the exercise of the option. The Discount Group currently owns about
1.3% of our outstanding A shares.
In connection with the exercise of the option, we have agreed to enter into
a registration rights agreement with the Discount Group and a shareholders'
agreement with the Discount Group and United.
Under the shareholders' agreement, United has agreed to vote in favor of
one supervisory board member nominated by the Discount Group for as long as the
Discount Group and its affiliates retain at
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least the number of A shares originally acquired upon the exercise of the
option. In addition, the Discount Group will receive the right to participate
on equal terms in connection with sales of A shares by United, including the
right to sell the Discount Group's entire interest in us in connection with a
sale by United of a controlling interest in us. The Discount Group will also
receive the right to negotiate with United prior to certain sales of A shares
by United. United will receive a right of first refusal with respect to a sale
of A shares by the Discount Group and the right to require that the Discount
Group agree to a merger or sale of all of our shares proposed by United. In
addition, there are certain limited restrictions on the entities or persons to
whom the Discount Group may transfer its A shares.
Upon the exercise of the option, the Discount Group received an additional
option to acquire A shares from us at a price per share equal to the greater of
(1) the price in our initial public offering or (2) the average sale price of
our A shares on the Amsterdam Stock Exchange for the 30-day period immediately
preceding the exercise date. The aggregate purchase price for the A shares
purchased pursuant to the additional option would be equal to the sum of $45.0
million, plus interest thereon at the rate of 8% per annum from November 9,
1998 through the closing of the additional option. The transfer rights and
restrictions set forth in the registration rights agreement and the
shareholders' agreement discussed above will be applicable with respect to the
A shares acquired by the Discount Group upon the exercise of the additional
option. The additional option will terminate if it is not exercised on or
before September 30, 2000.
Relationship With United and Related Transactions
United is a leading provider of video, voice and data services outside the
United States. Together with its strategic and financial partners, United has
ownership interests in multi-channel television systems in operation or under
construction in over 20 countries. United's operations are organized in three
geographic regions: (1) Europe, consisting of United's interest in us; (2)
Asia/Pacific, including investments in operating systems and development
projects in Australia, New Zealand, the Philippines, Tahiti and China; and (3)
Latin America, including multi-channel television systems in Brazil, Chile,
Mexico and Peru.
Control by United. Immediately prior to our initial public offering, United
held effectively all of the voting control over us and held all of our issued
and outstanding A shares other than approximately 7.7% of such shares that have
been registered in the name of the stock option foundation to support our stock
option plan. As a result of the initial public offering, the shares registered
in the name of the foundation currently represent 4.8% of our issued and
outstanding A shares. United appoints the board members of the foundation and
thus controls the voting of these shares as well. See "Management--Stock Option
Plans." United currently owns approximately 62.5% of our outstanding A shares
and all of our outstanding priority shares. Because we are a strategic holding
of United, United will continue to control us for the foreseeable future. Five
members of our six-member Supervisory Board are directors, officers or
employees of United.
Transactions with United. As part of the acquisition of UPC, we acquired
approximately 3.17 million shares of United's Class A common stock. We
subsequently sold 384,531 of these shares for certain interests in the Irish
system and Tara. We currently hold approximately 2.8 million shares, which
currently represents approximately 7% of United's outstanding common stock. [We
have given United the right to acquire these shares of United Class A common
stock at their market value, based on a ten-day trading average.] We plan to
contribute these shares to a new joint venture to which Liberty Media and
Microsoft will contribute approximately 4.9 million shares of United's Class B
common stock. The joint venture will hold approximately 14.5% of United's
common stock, on a fully diluted basis. The joint venture and its members will
be bound by voting and standstill agreements with United and certain of its
controlling shareholders.
United has sold to us, in exchange for 6,330,340 of our A shares, United's
37.5% voting and 44.75% economic interest in the telephone system operating in
the Monor region of Hungary and its
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<PAGE>
interest in the Tara programming joint venture. United has also sold to us its
interest in the IPS programming joint venture in exchange for 4,955,264 A
shares.
Agreements with United. Subject to certain limitations, beginning one year
after the date of our initial public offering, United may require us to file a
registration statement under the Securities Act of 1933 with respect to all or
a portion of United's A shares or ADSs, and we are required to use our best
efforts to effect such registration, subject to certain conditions and
limitations. We are not obligated to effect more than three of these demand
registrations using forms other than Form S-3 or F-3, as the case may be.
United may demand registration of such securities an unlimited number of times
on Form S-3 or F-3, as the case may be, except that we are not required to
register United's A shares on Form S-3 more than once in any six-month period.
United also has the right to have its A shares included in any registration
statement we propose to file under the Act except that, among other conditions,
the underwriters of any such offering may limit the number of shares included
in such registration. We have also granted United rights comparable to those
described above with respect to the listing or qualification of the A shares
held by United on the Stock Market of Amsterdam Exchanges or on any other
exchange and in any other jurisdiction where we previously have taken action to
permit the public sale of our securities.
United incurs certain overhead and other expenses at the corporate level on
behalf of us and its other operating companies. These include expenses not
readily allocable among the operating companies, such as accounting, financial
reporting, investor relations, human resources, information technology,
equipment procurement and testing expenses, corporate offices lease payments
and costs associated with corporate finance activities. United also incurs
direct costs for its operating companies such as travel and salaries for United
employees performing services on behalf of its respective operating companies.
We and United are parties to a management service agreement, with an initial
term through 2009, pursuant to which United will continue to perform these
services for us. Under the management service agreement, we will pay United a
fixed amount each month as its portion of such unallocated expenses. This fixed
amount is initially $300,000 per month. After the first year of the management
services agreement, the fixed amount may be adjusted from time to time by
United to allocate these corporate level expenses among United's operating
companies, including us, taking into account the relative size of the operating
companies and their estimated use of United resources. In addition, we will
continue to reimburse United for costs incurred by United that are directly
attributable to us.
We and United are also parties to a secondment agreement that specifies the
basis upon which United may second certain of its employees to us. United's
secondment of employees to us helps us attract and retain U.S. citizens and
other employees who want U.S. benefit plans, without creating a separate U.S.
employment subsidiary. We generally are responsible for all costs incurred by
United with respect to any seconded employee's employment and severance. United
may terminate a seconded employee's employment if the employee's conduct
constitutes willful misconduct that is materially injurious to United. During
the year ended December 31, 1998, we incurred approximately NLG10.7 million for
costs associated with the seconded employees, reimbursable to United.
We have agreed with United that so long as United holds 50% or more of our
outstanding A shares, (1) United will not pursue any video services, telephone
or Internet access or content business opportunities specifically directed to
the Europe or Israel markets, unless it has first presented such business
opportunity to us and we have elected not to pursue such business opportunity,
and (2) we will not pursue any video services, telephone or Internet access or
content business opportunities in Saudi Arabia or in other markets outside of
Europe or the Middle East unless we have first presented such business
opportunity to United and United has elected not to pursue such business
opportunity. Either party may pursue any business in the United States and its
territories and possessions without regard to activities of the other.
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We have agreed to sell to United, upon request, all or any portion of the
United Class A Common Stock held by us at a price based upon the trading price
of such stock during a specified period prior to sale. United and we have also
agreed that we will provide audited financial statements to United in such
form and with respect to such periods as shall be necessary or appropriate to
permit United to comply with its reporting obligations as a publicly traded
company and that we will not change our accounting principles without United's
prior consent. We have consented to the public disclosure by United of all
matters deemed necessary or appropriate by United in its sole discretion to
satisfy the disclosure obligations of United or any affiliate thereof under
the United States federal securities laws or to avoid potential liability
thereunder. We have also agreed to indemnify United against all liabilities
United may incur in connection with United's indemnification obligations under
the underwriting agreement.
United Indentures. We, as a subsidiary of United, are restricted by the
covenants in United's indentures dated February 5, 1998 and April 29, 1999.
The United indentures contain covenants that, among other things, limit the
ability of United and its subsidiaries, including us, to:
. incur indebtedness and issue certain preferred stock in amounts
exceeding that permitted based upon financial ratio and other tests,
. repurchase equity interests from third parties other than United,
. make investments in non-controlled entities,
. enter into agreements that would restrict the ability to make
distributions, loans or other payments to equity holders,
. create certain liens,
. sell assets or issue equity for other than cash or fail to invest the
cash proceeds of such sales within 360 days of the sale periods, and
. enter into transactions with affiliates of United.
We will continue to be controlled by United and restricted by the terms of
its debt securities. We have agreed with United that, for as long as we are
subject to the provisions of United's indentures, as amended or supplemented,
or any other indenture or agreement to which United is a party governing
indebtedness of United that replaces or refinances any indebtedness governed
by United's indentures, as amended or supplemented, we will not take any
action that will result in a breach of United's indentures.
United's senior secured discount notes were issued pursuant to an
indenture, dated as of February 5, 1998, and its senior discount notes were
issued pursuant to an indenture, dated as of April 29, 1999. The foregoing
description of certain covenants of these indentures is a summary only, does
not purport to be complete and is qualified in its entirety by reference to
all of the provisions of the indentures.
Relationship With Microsoft
We have signed a letter of intent with Microsoft to establish a technical
services relationship and, as part of this, have agreed to set up a series of
joint projects to deliver Internet, non-traditional telephone and other
interactive video and general services to digital cable set-top devices,
personal computers and other devices within and beyond our service areas. The
particular terms of each joint project will be negotiated by us and Microsoft.
As part of this relationship, we plan to establish a technology board to
review technology issues and develop technology specifications and directions.
This board would be chaired by Scott Bachman, our Managing Director of
Technology, and would include representatives from Microsoft and us. In
addition, we and Microsoft would be preferred
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suppliers to one another, with Microsoft having the first opportunity to
license technologies to us. We would be given the opportunity to present and
offer our products to Microsoft offices in Europe. We and Microsoft would also
cooperate to advocate mutually-agreed standards and regulations to the bodies
in our service territories who set technical standards. We would also have the
right to license Microsoft software for the delivery of Internet content
services over our network.
As part of this technology relationship, we have agreed that, on the
earlier of three months from the date of the letter of intent and the signing
of the first definitive agreement with Microsoft, we will grant Microsoft
warrants to purchase up to 3,800,000 ADSs representing A shares, which would
currently represent approximately 3.0% of our outstanding share capital.
Microsoft will have the option under these warrants to purchase A shares
instead of ADSs. These warrants can be exercised at a price of $28.00 per A
share or ADS. These warrants will not be exercisable until at least February
16, 2000 and will expire February 16, 2003. In addition, half of the warrants
will not vest until certain performance standards are met. We have agreed to
grant Microsoft certain registration rights to be negotiated with respect to
the ADSs or shares to be issued upon exercise of these warrants. In addition,
we will grant Microsoft a preemptive right to purchase up to an aggregate of
10% of chello broadband n.v. in any public or private equity offering at such
offering's price and the right of first negotiation in any private equity
offering, other than to our or other cable operators in exchange for carriage
of chello broadband n.v.
Microsoft has agreed not to dispose of the A shares purchased in our
initial public offering for six months following such offering nor will it
acquire more than 15% of our total share capital without the prior written
approval of our Supervisory Board. If we enter into a definitive agreement, as
expected, Microsoft will extend its six-month lock-up period to one year.
In September 1999, we agreed to form a joint venture with Microsoft and
Liberty Media Corporation. We will contribute the 2.8 million Class A shares of
United that we own and the other parties will contribute 4.9 million Class B
shares of United. We will have a 50% interest in the new joint venture and
Liberty and Microsoft will share the other 50% and a $287.0 million redeemable
preferred interest in the joint venture to balance out the parties' ownership
interest.
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DESCRIPTION OF SHARE CAPITAL
Pursuant to our articles of association, as amended on July 26, 1999, our
authorized share capital is (Euro)902,000,000, and includes:
<TABLE>
<CAPTION>
Number and Nominal Value
Type of share Per Share
------------- -------------
<S> <C> <C>
200,000,000 ordinary shares A (Euro) 2.00
100,000,000 ordinary shares B (Euro) 0.02
100 priority shares (Euro) 2.00
49,999,900 class A preference shares (Euro) 2.00
200,000,000 class B preference shares (Euro) 2.00
</TABLE>
Upon completion of the offering A shares and 100 priority shares will be
issued and fully paid. No preference shares will be outstanding. The following
description of our share capital is qualified in its entirety by reference to
the full text of the articles of association, which have been included as an
exhibit to the registration statement.
Ordinary Shares
We have two classes of ordinary shares: A shares and B shares. Our B shares
have similar rights to our A shares, except for the following primary
differences:
. Holders of B shares are entitled to one vote per share and holders of A
shares are entitled to 100 votes per share; and
. Our Board of Management must obtain the approval of the meeting of
holders of the B shares before cooperating with a public offer for our
shares if the offer is limited to our A shares or the offer is not made
on equal financial terms for both the A shares and the B shares.
Ordinary shares may, at the option of the shareholder, be registered shares
or bearer shares. A shareholder may convert ordinary shares in bearer form into
registered ordinary shares of the same class at any time, and vice versa. The A
shares in bearer form have already been listed on the Stock Market of Amsterdam
Exchanges.
Ordinary shares in bearer form will be embodied in a single global share
certificate, which we will lodge with Nederlands Centraal Instituut voor Giraal
Effectenverkeer B.V., the Dutch clearing house known as NECIGEF, for safe-
keeping on behalf of the parties entitled to such A shares. The ordinary shares
in bearer form can only be transferred through the giro-based securities
transfer system of NECIGEF.
Holders of registered A shares will be entered in our shareholders register
and share certificates will not be issued. At the request of the registered
shareholder, we will, without fee, issue a non-negotiable extract from the
shareholders register in the name of the holder. A deed of transfer, together
with our acknowledgment in writing, is required to transfer registered shares.
Issue of Ordinary Shares; Preemptive Rights. Pursuant to our articles of
association, all unissued shares of the authorized capital may be issued by the
Board of Management upon approval of both the Supervisory Board and United as
holder of all outstanding priority shares. The authority of the Board of
Management to issue ordinary shares will end July 23, 2004 unless extended by
the articles of association or by resolution of the general meeting of
shareholders, for a period not exceeding five years in each instance. If no
such extension is given, issues of ordinary shares will require a resolution of
the general meeting of shareholders in addition to approval of the Supervisory
Board and United as holder of all outstanding priority shares. A resolution of
the general meeting of shareholders to extend the authority of the Board of
Management to issue shares requires the approval of both the Supervisory Board
and United as holder of all outstanding priority shares.
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Except for issues of ordinary shares in return for non-cash consideration
and shares issued to our employees or employees of any of our subsidiaries as
defined under Dutch law, holders of ordinary shares will have preemptive rights
to subscribe for their pro-rata amount of all our new ordinary share issuances.
These rights may be restricted or excluded, however, by a resolution of the
Board of Management upon approval of both the Supervisory Board and United.
Dividends. Each A share and B share is entitled to the same amount of
dividend if one is declared. We may not pay a dividend to holders of A shares
without paying a dividend to holders of B shares.
Voting Rights. All ordinary shares (A shares and B shares) vote together on
all matters presented at a general meeting of shareholders. Each A share
represents the right to cast 100 votes at a general meeting of shareholders and
each B share represents the right to cast one vote at a general meeting of
shareholders.
Special Approval Rights for B Shares. The Board of Management must obtain
the approval of the meeting of holders of the B shares prior to cooperating
with a public offer for our shares if the offer is limited to A shares or the
offer is not made on equal financial terms for the shares of both classes (A
and B) of our ordinary shares.
Priority Shares
All of the priority shares are held by United. Except for the transfer of
priority shares to us, priority shares can only be transferred with the
approval of the Board of Management and the Supervisory Board. In addition to
holding a controlling majority of ordinary shares, United, as the holder of the
priority shares, has some specific rights and powers over us including:
. the right to approve the issuance by us of our shares,
. the right to approve the exclusion or restriction of the preemptive
rights of existing shareholders,
. the right to nominate members for appointment to the Management and
Supervisory Boards, which nominations may only be set aside by a
resolution of the general meeting of shareholders adopted by two-thirds
of the votes cast representing more than one-half of the issued nominal
capital,
. the right to approve certain decisions of our Board of Management, and
. the exclusive right to propose amendments to our articles of association
and to propose our merger, split up or dissolution.
Priority shares are issued in the same way as ordinary shares, but carry no
preemptive rights. Priority shares are entitled to a nominal annual dividend of
5% of their nominal value, to the extent of distributable profits.
At such time as the holders of the priority shares holds less than 15% of
the issued and outstanding A shares, the holder is required to transfer all of
the priority shares to a foundation, the trustees of which will be our
Supervisory Directors.
Preference Shares
Our articles of association provide for the issuance of class A and class B
preference shares.
Class A preference shares may be issued exclusively for financing purposes.
Holders of class A preference shares do not share in our reserves although they
may be entitled to a share premium reserve if it were so decided at the time of
their first issuance. Class A preference shares are not listed. The class A
preference shares will be registered shares and shares certificates will not be
issued. Class A preference shares can be issued in the same way as ordinary
shares, but carry no preemptive rights. Each class A preference share will
represent the right to cast 100 votes at a general meeting of shareholders.
Class A preference shares will be paid an annual dividend, the amount of which
will be determined at the time of their first issuance by the Board of
Management, to the extent of distributable profits.
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Class B preference shares are designed as a preventive measure against
unfriendly takeover bids. The minimum amount required to be paid on the class B
preference shares upon issuance is 25% of the nominal amount issued. In the
event of a hostile takeover bid, class B preference shares may be issued to a
legal entity charged with caring for our interests and preventing influences
that may threaten our continuity, independence or identity. Holders of class B
preference shares do not share in our reserves and such shares are not listed.
The class B preference shares will be registered shares and share certificates
will not be issued. Class B preference shares can be issued in the same way as
ordinary shares, but carry no preemptive rights. Each class B preference share
will represent the right to cast 100 votes at a general meeting of
shareholders. Class B preference shares will be paid a cumulative annual
dividend calculated on the basis of the deposit interest rate of the European
Central Bank to the paid up part of their nominal value, to the extent of
distributable profits.
Class B preference shares may be issued by the Board of Management upon
approval of both the Supervisory Board and United, as the holder of our
priority shares, if such power has been granted to the Board of Management by
the general meeting of shareholders or by the articles of association.
Notwithstanding, if class B preference shares are proposed to be issued and
such shares would exceed 100% of all of our other outstanding shares, such
issuance will require the approval of the general meeting of shareholders. In
all instances where class B preference shares are issued, we must explain the
reason for the issuance within four weeks thereof at a general meeting of
shareholders. Within two years after the first issuance of class B preference
shares, a general meeting of shareholders must be held to vote on whether the
class B preference shares should be repurchased or cancelled. If such a
resolution is not adopted, another meeting is held within two years of the
previous meeting and this procedure is repeated until no more class B
preference shares are outstanding.
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SUMMARY OF ADDITIONAL MATERIAL PROVISIONS
OF THE ARTICLES OF ASSOCIATION AND OTHER MATTERS
General
We were incorporated under Dutch law on December 21, 1990 as a private
limited liability company ("besloten vennootschap met beperkte
aansprakelijkheid"), and were converted on December 11, 1997 into a public
limited liability company ("naamloze vennootschap"). We have our corporate
seat in Amsterdam, The Netherlands and are registered in the Amsterdam
Commercial Register under number 33-274-976. We are not subject to the rules
for large companies ("structuurvennootschappen").
Set forth below is a summary of certain additional material provisions of
the articles of association, as amended, and Dutch corporate law. This summary
does not purport to be complete and is qualified in its entirety by reference
to our articles of association and the law of The Netherlands. Copies of our
articles of association and our most recent annual accounts and annual report
may be obtained in both Dutch and English upon written request to us at our
principal office or to MeesPierson at its Amsterdam office.
Corporate Purpose
Article 3 of our articles of association provides that our business
activity shall be, among other things:
. to own, operate, and develop subscription and multi-channel television
systems, to render related consulting, engineering and programming
services and to provide other communications services,
. to incorporate, manage and finance, and to participate in other companies
and enterprises, and
. to take up loans, land and make investments and acquire, transfer and
dispose of claims and assets in general.
Acquisition of Our Own Shares
We may acquire our own shares subject to certain provisions of Dutch law.
We may only acquire our own shares for consideration if (1) the shareholders'
equity less the payment required to make the acquisition does not fall below
the sum of the paid-up and called portion of the share capital and any
statutory reserves, and (2) we and our subsidiaries would thereafter not hold
or hold in pledge shares with an aggregate nominal value exceeding one-tenth
of our issued share capital. Shares held by us in our own capital may not be
voted or counted for quorum purposes at shareholders' meetings.
Acquisitions by us of our own shares may be effected by our Board of
Management, subject to the approval of the Supervisory Board and United as the
holder of our priority shares, only if the general meeting of shareholders has
authorized the Board of Management to effect such acquisitions. The general
meeting adopted such a resolution on July 23, 1999. Such resolutions expire
within 18 months and must be renewed. Acquisitions by us of our own shares
that are listed on a stock exchange do not require the above-mentioned
authorization of the general meeting if made for the purpose of transferring
such shares to our employees or employees of a company in our group.
Obligations to Disclose Holdings
Pursuant to the Dutch Act of Disclosure of Holdings in Listed Companies
1996 ("Wet melding zeggenschap in ter beurze genoteerde vennootschappen
1996"), any holder of five percent or more of our issued capital or voting
control at the time the ordinary shares are listed on the Stock Market of
Amsterdam Exchanges must notify both us and the Securities Board of The
Netherlands. Moreover, anyone obtaining or divesting ordinary shares after
listing on the Stock Market of Amsterdam Exchanges and thereby causing that
holder's percentage of issued capital or voting control to come under a
different range must also notify us and the Securities Board of The
Netherlands. The aforementioned ranges are: 0 to 5%, 5 to 10%, 10 to 25%, 25
to 50%, 50 to 66 2/3% and 66 2/3% or more. Failure to disclose one's
shareholdings is a violation of the Dutch Economic Offenses Act, and may
result in civil penalties, including suspension of voting rights.
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Shareholders Meeting
We are required to hold a general shareholders' meeting annually, as well
as if convened by the Supervisory Board, the Board of Management or United, as
the holder of our priority shares. Unless otherwise required by law or our
articles of association, all decisions of the general meeting of shareholders
may be adopted by a majority of the votes cast.
Adoption of Annual Accounts and Discharge
Within five months following the end of each fiscal year, the Board of
Management must prepare annual accounts accompanied by an annual report. This
period may be extended by the general meeting of shareholders on account of
special circumstances for up to six months. The annual accounts and report must
then be submitted to the Supervisory Board, which will present a report on it
to the general meeting of shareholders. The annual accounts and the annual
report will be available to shareholders from the day of notice convening the
annual general meeting of shareholders.
The general meeting of shareholders may discharge the members of the Board
of Management and Supervisory Board from liability in respect of the exercise
of their duties during the fiscal year concerned. Such discharge is subject to
mandatory provisions of Dutch law, including those relating to liability of
members of supervisory boards and management boards upon bankruptcy of a
company. Moreover, this discharge does not extend to actions or omissions not
disclosed in or apparent from the adopted annual accounts.
Dividends
Subject to certain exceptions, dividends are only paid by us on profits as
shown in our annual financial statements. We may not pay dividends if the
payment would reduce shareholders' equity below the sum of the paid-up capital
and any reserves required by Dutch law. Pursuant to our articles of
association, the priority shares and preference shares have preferential
dividend rights. See "Description of Share Capital -- Priority Shares" and "--
Preference Shares." Thereafter, the Board of Management, upon approval of the
Supervisory Board, shall determine how much of the remaining profit shall be
allocated to our reserves before dividends are paid on the ordinary shares. To
date, we have not paid dividends on our ordinary shares and do not intend to do
so for the foreseeable future. See "Dividend Policy" and "Risk Factors -- We do
not intend to pay dividends for the foreseeable future." The Board of
Management may declare, upon approval of the Supervisory Board and the general
meeting of the shareholders, that some or all of the dividends will be paid in
our shares rather than in cash. The Board of Management may, with the prior
approval of the Supervisory Board and subject to certain statutory provisions,
distribute one or more interim dividends. Any dividends paid but not claimed by
the recipient within five years revert to us.
Capital Reduction
Upon the proposal of our Board of Management and after approval by the
Supervisory Board, the general meeting of shareholders may resolve to reduce
the issued share capital by cancellation of shares or by reducing the nominal
value of our shares, subject to certain statutory provisions and the provisions
of our articles of association.
Amendment of the Articles of Association; Dissolution; Legal Merger; Split-up
Only United, as the holder of our priority shares, may propose amendments
to our articles of association as well as to effect our legal merger, split-up
or dissolution. The general meeting of shareholders cannot effect our merger,
split-up or dissolution or amend our articles of association if the proposal is
made by any one other than United as the holder of our priority shares.
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Liquidation Rights
In the event that we are dissolved or liquidated, the assets remaining
after payment of all debts are to be distributed to holders of our share
capital as follows: first, to any issued and outstanding class B preference
shares in an amount equal to any previously declared but unpaid dividend and
the paid-up amount of such class B preference shares; second, to any issued and
outstanding class A preference shares in an amount equal to any previously
declared but unpaid dividend and the paid-up amount of such class A preference
shares including any share premium; third, to the holders of priority shares in
an amount equal to their nominal value; and, fourth any remaining assets shall
be distributed to the holders of ordinary shares in proportion to the number of
shares held by them regardless of the class of ordinary shares.
DESCRIPTION OF AMERICAN DEPOSITARY SHARES
Citibank, N.A. will act as the depositary bank for the American Depositary
Shares. Citibank's depositary offices are located at 111 Wall Street, New York,
New York 10043. American Depositary Shares are frequently referred to as "ADSs"
and represent ownership interests in securities that are on deposit with the
depositary bank. ADSs are normally represented by certificates that are
commonly known as "American Depositary Receipts" or "ADRs." The depositary bank
typically appoints a custodian to safekeep the securities on deposit. In this
case, the custodian is Citibank N.A., Amsterdam located at Europlaza,
Hoogoordreef 54 B, 1101 BE Amsterdam ZO, The Netherlands.
We have appointed Citibank as depositary bank pursuant to a deposit
agreement. A copy of the deposit agreement is on file with the SEC under cover
of a Registration Statement on Form F-6. You may obtain a copy of the deposit
agreement from the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please refer to Registration Number 333-10728 when
retrieving such copy.
We are providing you with a summary description of the ADSs and your rights
as an owner of ADSs. Please remember that summaries by their nature lack the
precision of the information summarized and that a holder's rights and
obligations as an owner of ADSs will be determined by the deposit agreement and
not by this summary. We urge you to review the deposit agreement in its
entirety as well as the form of ADR attached to the deposit agreement.
Each ADS represents one A share. The A shares underlying the ADSs will be
deposited into accounts maintained by the custodian with Nederlands Centraal
Instituut voor Giraal Effectenverkeer B.V. ("NECIGEF"), the Dutch central
securities depositary. An ADS will also represent any other property received
by the depositary bank or the custodian on behalf of the owner of the ADS but
that has not been distributed to the owners of ADSs because of legal
restrictions or practical considerations.
If you become an owner of ADSs, you will become a party to the deposit
agreement and therefore will be bound to its terms and to the terms of the ADR
that represents your ADSs. The deposit agreement and the ADR specify our rights
and obligations as well as your rights and obligations as owner of ADSs and
those of the depositary bank. As an ADS holder you appoint the depositary bank
to act on your behalf in certain circumstances. The deposit agreement is
governed by New York law. However, our obligations to the holders of B shares
will continue to be governed by the laws of The Netherlands, which may be
different from the laws in the United States.
As an owner of ADSs, you may hold your ADSs either by means of an ADR
registered in your name or through a brokerage or safekeeping account. If you
decide to hold your ADSs through your brokerage
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or safekeeping account, you must rely on the procedures of your broker or bank
to assert your rights as ADS owner. Please consult with your broker or bank to
determine what those procedures are. This summary description assumes you have
opted to own the ADSs directly by means of an ADR registered in your name and,
as such, we will refer to you as the "holder."
Dividends and Distributions
As a holder, you generally have the right to receive the distributions we
make on the securities deposited with the custodian. Your receipt of these
distributions may be limited, however, by practical considerations and legal
limitations. Holders will receive such distributions under the terms of the
deposit agreement in proportion to the number of ADSs held as of a specified
record date.
Distributions of Cash
Whenever we make a cash distribution for the securities on deposit with the
custodian, we will notify the depositary bank. Upon receipt of such notice the
depositary bank will arrange for the funds to be converted into U.S. dollars
and for the distribution of the U.S. dollars to the holders.
The conversion into U.S. dollars will take place only if practicable and if
the U.S. dollars are transferable to the United States. The amounts distributed
to holders will be net of the fees, expenses, taxes and governmental charges
payable by holders under the terms of the deposit agreement. The depositary
will apply the same method for distributing the proceeds of the sale of any
property (such as undistributed rights) held by the custodian in respect of
securities on deposit.
Distributions of Shares
Whenever we make a free distribution of A shares for the securities on
deposit with the custodian, we will notify the depositary bank. Upon receipt of
such notice, the depositary bank will either distribute to holders new ADSs
representing the A shares deposited or modify the ADS to A shares ratio, in
which case each ADS you hold will represent rights and interests in the
additional B shares so deposited. Only whole new ADSs will be distributed.
Fractional entitlements will be sold and the proceeds of such sale will be
distributed as in the case of a cash distribution.
The distribution of new ADSs or the modification of the ADS-to-Share ratio
upon a distribution of A shares will be made net of the fees, expenses, taxes
and governmental charges payable by holders under the terms of the deposit
agreement. In order to pay such taxes or governmental charges, the depositary
bank may sell all or a portion of the new A shares so distributed.
No such distribution of new ADSs will be made if it would violate a law
(i.e., the U.S. or Dutch securities laws) or if it is not operationally
practicable. If the depositary bank does not distribute new ADSs as described
above, it will use its best efforts to sell the A shares received and will
distribute the proceeds of the sale as in the case of a distribution of cash.
Distributions of Rights
Whenever we intend to distribute rights to purchase additional A shares, we
will give prior notice to the depositary bank and we will assist the depositary
bank in determining whether it is lawful and reasonably practicable to
distribute rights to purchase additional ADSs to holders.
The depositary bank will establish procedures to distribute rights to
purchase additional ADSs to holders and to enable such holders to exercise such
rights if it is lawful and reasonably practicable to make the rights available
to holders of ADSs, and if we provide all of the documentation contemplated in
the deposit agreement (such as opinions to address the lawfulness of the
transaction). You may have to
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pay fees, expenses, taxes and other governmental charges to subscribe for the
new ADSs upon the exercise of your rights. The depositary bank is not obligated
to establish procedures to facilitate the distribution and exercise by holders
of rights to purchase new A shares directly rather than new ADSs.
The depositary bank will not distribute the rights to you if:
. We do not request that the rights be distributed to you or we ask that
the rights not be distributed to you; or
. We fail to deliver satisfactory documents to the depositary bank; or
. It is not lawful and reasonably practicable to distribute the rights.
The depositary bank will sell the rights that are not exercised or not
distributed if such sale is lawful and reasonably practicable. The proceeds of
such sale will be distributed to holders as in the case of a cash distribution.
If the depositary bank is unable to sell the rights, it will allow the rights
to lapse.
Elective Distributions
Whenever we intend to distribute a dividend payable at the election of
shareholders either in cash or in additional shares, we will give prior notice
thereof to the depositary bank and will indicate whether we wish the elective
distribution to be made available to you. In such case, we will assist the
depositary bank in determining whether such distribution is lawful and
reasonably practicable.
The depositary bank will make the election available to you only if it is
reasonably practicable and if we have provided all of the documentation
contemplated in the deposit agreement. In such case, the depositary bank will
establish procedures to enable you to elect to receive either cash or
additional ADSs, in each case as described in the deposit agreement.
If the election is not made available to you, you will receive either cash
or additional ADSs, depending on what a shareholder in The Netherlands would
receive for failing to make an election, as more fully described in the deposit
agreement. The depositary bank is not obligated to establish procedures to
facilitate the distribution and exercise by holders of a dividend on A shares
rather than ADSs.
Other Distributions
Whenever we intend to distribute property other than cash, A shares or
rights to purchase additional A shares, we will notify the depositary bank in
advance and will indicate whether we wish such distribution to be made to you.
If so, we will assist the depositary bank in determining whether such
distribution to holders is lawful and reasonably practicable.
If it is reasonably practicable to distribute such property to you and if
we provide all of the documentation contemplated in the deposit agreement, the
depositary bank will distribute the property proportionately to the holders in
a manner it deems practicable.
The distribution will be made net of fees, expenses, taxes and governmental
charges payable by holders under the terms of the deposit agreement. In order
to pay such taxes and governmental charges, the depositary bank may sell all or
a portion of the property received.
The depositary bank will not distribute the property to you and will sell
the property if:
. We do not request that the property be distributed to you or if we ask
that the property not be distributed to you; or
. We do not deliver satisfactory documents to the depositary bank; or
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. The depositary bank determines that all or a portion of the distribution
to you is not reasonably practicable.
The proceeds of such a sale will be distributed to holders as in the case
of a cash distribution.
Redemption
Whenever we decide to redeem any of the securities on deposit with the
custodian, we will notify the depositary bank. If it is reasonably practicable
and if we provide all of the documentation contemplated in the deposit
agreement, the depositary bank will mail notice of the redemption to the
holders.
The custodian will be instructed to transfer the shares being redeemed to
an institution with an account at NECIGEF, which will be referred to as a
NECIGEF Participant, we designate against payment of the applicable redemption
price. The depositary bank will convert the redemption funds received into U.S.
dollars upon the terms of the deposit agreement and will establish procedures
to enable holders to receive the net proceeds from the redemption upon
surrender of their ADSs to the depositary bank. You may have to pay fees,
expenses, taxes and other governmental charges upon the redemption of your
ADSs. If less than all securities on deposit are being redeemed, the ADSs to be
retired will be selected by lot or on a pro rata basis, as the depositary bank
may determine.
Changes Affecting A Shares
The A shares held on deposit for your ADSs may change from time to time.
For example, there may be a change in nominal or par value, a split-up,
cancellation, consolidation or classification of such A shares or a
recapitalization, reorganization, merger, consolidation or sale of assets.
If any such change were to occur, your ADSs would, to the extent permitted
by law, represent the right to receive the property received or exchanged in
respect of the A shares held on deposit. The depositary bank may in such
circumstances deliver new ADSs to you or call for the exchange of your existing
ADSs for new ADSs. If the depositary bank may not lawfully distribute such
property to you, the depositary bank may sell such property and distribute the
net proceeds to you as in the case of a cash distribution.
Issuance of ADSs upon Deposit of A Shares
The A shares to be represented by the ADSs will be deposited in bearer form
with the custodian and credited to an account maintained by the custodian at
NECIGEF. The custodian will be the holder of record of all of these A shares.
Once the custodian confirms the deposit of the A shares to its account at
NECIGEF, the depositary bank may create ADSs on your behalf. The depositary
bank will deliver these ADSs to the person you indicate only after you pay any
applicable issuance fees and any charges and taxes payable for the transfer of
the A shares. The records maintained by NECIGEF or NECIGEF Participants will
show the ownership of the deposited A shares and transfers of ownership
interests.
The issuance of ADSs may be delayed until the depositary bank or the
custodian receives confirmation that all required approvals have been given and
that the A shares have been duly credited to the custodian's NECIGEF account.
The depositary bank will only issue ADSs in whole numbers.
When you, through a NECIGEF Participant, make a deposit of A shares, you
will be responsible for transferring good and valid title to the custodian. As
such, you will be deemed to represent and warrant that:
. The A shares are duly authorized, validly issued, fully paid, non-
assessable and legally obtained.
. All preemptive (and similar) rights, if any, with respect to such A
shares have been validly waived or exercised.
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. You are duly authorized to deposit the A shares.
. The A shares presented for deposit are free and clear of any lien,
encumbrance, security interest, charge, mortgage or adverse claim, and
are not, and the ADSs issuable upon such deposit will not be, "restricted
securities" (as defined in the deposit agreement).
. The A shares presented for deposit have not been stripped of any rights
or entitlements.
If any of the representations or warranties are incorrect in any way, we
and the depositary bank may, at your cost and expense, take any and all actions
necessary to correct the consequences of the misrepresentations.
Withdrawal of A Shares Upon Cancellation of ADSs
As a holder, you will be entitled to present your ADSs to the depositary
bank for cancellation in order to withdraw the underlying deposited securities.
In order to withdraw the deposited securities, you will be required to pay to
the depositary the fees for cancellation of ADSs and any charges and taxes
payable upon the transfer of the deposited securities being withdrawn and then
a NECIGEF Participant you designate will be entitled to the delivery of the
deposited securities represented by your ADSs. You assume the risk for delivery
of all funds and securities upon withdrawal. Once canceled, the ADSs will not
have any rights under the deposit agreement.
If you hold an ADR registered in your name, the depositary bank may ask you
to provide proof of identity and genuineness of any signature and certain other
documents as the depositary bank may deem appropriate before it will cancel
your ADSs. The withdrawal of the deposited securities represented by your ADSs
may be delayed until the depositary bank receives satisfactory evidence of
compliance with all applicable laws and regulations. Please keep in mind that
the depositary bank will only accept ADSs for cancellation that represent a
whole number of securities on deposit.
You will have the right to withdraw the deposited securities represented by
your ADSs at any time except for:
. Temporary delays that may arise because (i) the transfer books for the A
shares or ADSs are closed, or (ii) A shares are immobilized on account of
a shareholders' meeting or a payment of dividends.
. Obligations to pay fees, taxes and similar charges.
. Restrictions imposed because of laws or regulations applicable to ADSs or
the withdrawal of securities on deposit.
The deposit agreement may not be modified to impair your right to withdraw
the securities represented by your ADSs except to comply with mandatory
provisions of law.
Voting Rights
As a holder, you generally have the right under the deposit agreement to
instruct the depositary bank to exercise the voting rights for the A shares
represented by your ADSs. The voting rights of holders of A shares are
described in "Description of Share Capital--Ordinary Shares--Voting Rights."
At our request, the depositary bank will mail to you any notice of
shareholders' meeting received from us together with information explaining how
to instruct the depositary bank to exercise the voting rights of the securities
represented by ADSs.
If the depositary bank timely receives voting instructions from a holder of
ADSs, it will endeavor to vote the securities represented by the holder's ADSs
in accordance with such voting instructions.
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Please note that the ability of the depositary bank to carry out voting
instructions may be limited by practical and legal limitations and the terms of
the securities on deposit. We cannot assure you that you will receive voting
materials in time to enable you to return voting instructions to the depositary
bank in a timely manner. Securities for which no voting instructions have been
received will not be voted.
Fees and Charges
As an ADS holder, you will be required to pay the following service fees to
the depositary bank:
<TABLE>
<CAPTION>
Service Fees
- ------- ----
<S> <C>
Issuance of ADSs Up to 5c, per ADS issued
Cancellation of ADSs Up to 5c, per ADS canceled
Exercise of rights to purchase additional ADSs Up to 5c, per ADS issued
Distribution of cash upon sale of rights and other
entitlements Up to 2c, per ADS held
</TABLE>
As an ADS holder you will also be responsible to pay certain fees and
expenses incurred by the depositary bank and certain taxes and governmental
charges such as:
Fees for the transfer and registration of A shares (i.e., upon deposit and
withdrawal of A shares).
Expenses incurred for converting foreign currency into U.S. dollars.
Expenses for cable, telex and fax transmissions and for delivery of
securities.
Taxes and duties upon the transfer of securities (i.e., when A shares are
deposited or withdrawn from deposit).
Note that the fees and charges you may be required to pay may vary over
time and may be changed by us and by the depositary bank. You will receive
prior notice of such changes.
Amendments and Termination
We may agree with the depositary bank to modify the deposit agreement at
any time without your consent. We undertake to give holders 30 days' prior
notice of any modifications that would prejudice any of their substantial
rights under the deposit agreement (except in very limited circumstances
enumerated in the deposit agreement).
You will be bound by the modifications to the deposit agreement if you
continue to hold your ADSs after the modifications to the deposit agreement
become effective. The deposit agreement cannot be amended to prevent you from
withdrawing the A shares represented by your ADSs (except as permitted by law).
We have the right to direct the depositary bank to terminate the deposit
agreement. Similarly, the depositary bank may in certain circumstances on its
own initiative terminate the deposit agreement. In either case, the depositary
bank must give notice to the holders at least 30 days before termination.
Upon termination, the following will occur under the deposit agreement:
. for a period of six months after termination, you will be able to request
the cancellation of your ADSs and the withdrawal of the A shares
represented by your ADSs and the delivery of all other property held by
the depositary bank in respect of those deposited securities on the same
terms as prior to the termination. During such six months' period the
depositary bank will continue to collect all distributions received on
the A shares on deposit (i.e., dividends) but will not distribute any
such property to you until you request the cancellation of your ADSs.
. After the expiration of such six months' period, the depositary bank may
sell the securities held on deposit. The depositary bank will hold the
proceeds from such sale and any other funds then held
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for the holders of ADSs in a non-interest bearing account. At that point,
the depositary bank will have no further obligations to holders other than
to account for the funds then held for the holders of ADSs still
outstanding.
Books of Depositary
The depositary bank will maintain ADS holder records at its depositary
office. You may inspect such records at such office during regular business
hours but solely for the purpose of communicating with other holders in the
interest of business matters relating to the ADSs and the deposit agreement.
The depositary bank will maintain in its New York facilities to record and
process the issuance, cancellation, combination, split-up and transfer of ADRs.
These facilities may be closed from time to time, to the extent not prohibited
by law.
Limitations on Obligations and Liabilities
The deposit agreement limits our obligations and the depositary bank's
obligations to you. Please note the following:
. We and the depositary bank are obligated only to take the actions
specifically stated in the deposit agreement without negligence or bad
faith.
. The depositary bank disclaims any liability for any failure to carry out
voting instructions, for any manner in which a vote is cast or for the
effect of any vote, provided it acts in good faith and in accordance with
the terms of the deposit agreement.
. The depositary bank disclaims any liability for any failure to determine
the lawfulness or practicality of any action, for the content of any
document forwarded to you on our behalf or for the accuracy of any
translation of such a document, for the investment risks associated with
investing in A shares, for the validity or worth of the A shares, for any
tax consequences that result from the ownership of ADSs, for the
creditworthiness of any third party, for allowing any rights to lapse
under the terms of the deposit agreement, for the timeliness of any of
our notices or for our failure to give notice.
. We and the depositary bank will not be obligated to perform any act that
is inconsistent with the terms of the deposit agreement.
. We and the depositary bank disclaim any liability if we are prevented or
forbidden from acting on account of any law or regulation, any provision
of our articles of association, any provision of any securities on
deposit or by reason of any act of God or war or other circumstances
beyond our control.
. We and the depositary bank disclaim any liability by reason of any
exercise of, or failure to exercise, any discretion provided for the
deposit agreement or in our articles of association or in any provisions
of securities on deposit.
. We and the depositary bank further disclaim any liability for any action
or inaction in reliance on the advice or information received from legal
counsel, accountants, any person presenting A shares for deposit, any
holder of ADSs or authorized representative thereof, or any other person
believed by either of us in good faith to be competent to give such
advice or information.
. We and the depositary bank also disclaim liability for the inability by a
holder to benefit from any distribution, offering, right or other benefit
which is made available to holders of A shares but is not, under the
terms of the deposit agreement, made available to you.
. We and the depositary bank may rely without any liability upon any
written notice, request or other document believed to be genuine and to
have been signed or presented by the proper parties.
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Pre-Release Transactions
The depositary bank may, in certain circumstances, issue ADSs before
receiving a deposit of A shares or release A shares before receiving ADSs.
These transactions are commonly referred to as "pre-release transactions." The
deposit agreement limits the aggregate size of pre-release transactions and
imposes a number of conditions on such transactions (i.e., the need to receive
collateral, the type of collateral required, the representations required from
brokers, etc.). The depositary bank may retain the compensation received from
the pre-release transactions.
Taxes
You will be responsible for the taxes and other governmental charges
payable on the ADSs and the securities represented by the ADSs. We, the
depositary bank and the custodian may deduct from any distribution the taxes
and governmental charges payable by holders and may sell any and all property
on deposit to pay the taxes and governmental charges payable by holders. You
will be liable for any deficiency if the sale proceeds do not cover the taxes
that are due.
The depositary bank may refuse to issue ADSs, to deliver transfer, split
and combine ADRs or to release securities on deposit until all taxes and
charges are paid by the applicable holder. The depositary bank and the
custodian may take reasonable administrative actions to obtain tax refunds and
reduced tax withholding for any distributions on your behalf. However, you may
be required to provide to the depositary bank and to the custodian proof of
taxpayer status and residence and such other information as the depositary bank
and the custodian may require to fulfill legal obligations. You are required to
indemnify us, the depositary bank and the custodian for any claims with respect
to taxes based on any tax benefit obtained for you.
Foreign Currency Conversion
The depositary bank will arrange for the conversion of all foreign currency
received into U.S. dollars if such conversion is practicable, and it will
distribute the U.S. dollars in accordance with the terms of the deposit
agreement. You may have to pay fees and expenses incurred in converting foreign
currency, such as fees and expenses incurred in complying with currency
exchange controls and other governmental requirements.
If the conversion of foreign currency is not practicable or lawful, or if
any required approvals are denied or not obtainable at a reasonable cost or
within a reasonable period, the depositary bank may take the following actions
in its discretion:
. Convert the foreign currency to the extent practicable and lawful and
distribute the U.S. dollars to the holders for whom the conversion and
distribution is lawful and practicable.
. Distribute the foreign currency to holders for whom the distribution is
lawful and practicable.
. Hold the foreign currency (without liability for interest) for the
applicable holders.
Obligations to Disclose Holdings
Pursuant to the Dutch Act on Disclosure of Holdings in Listed Companies
1996, any holder of five percent or more of our issued capital or voting
control, even if held in the form of ADRs, at the time the ordinary shares are
listed on the Stock Market of Amsterdam Exchanges must notify both us and the
Securities Board of the Netherlands. Moreover, anyone obtaining or divesting
ordinary shares after listing on the Stock Market of Amsterdam Exchanges and
thereby causing that holder's percentage of issued capital or voting control to
come under a different range must also notify us and the Securities Board of
The Netherlands. The aforementioned ranges are: 0 to 5%, 5 to 10%, 10 to 25%,
25 to 50%, 50 to 66 2/3% and 66 2/3% or more. Failure to disclose one's
shareholdings is a violation of the Dutch Economic Offenses Act, and may result
in civil penalties, including suspension of voting rights. As a holder of ADSs,
you agree to comply with these requirements in the deposit agreement.
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TAXATION
The following discussion is the opinion of Holme Roberts & Owen LLP on the
material U.S. federal income tax consequences and of Arthur Andersen
Belastingadviseurs on the material Dutch tax consequences, under current law,
regarding the acquisition, ownership and disposition of the A shares or ADSs.
This opinion does not, however, address the income taxes imposed by any
political subdivision of the United States or The Netherlands or any tax
imposed by any other jurisdiction. This opinion does not discuss every aspect
of taxation that may be relevant to a particular taxpayer under special
circumstances or who is subject to special treatment under applicable law and
is not intended to be applicable in all respects to all categories of
investors. For example, certain types of investors, such as:
. insurance companies,
. tax-exempt persons,
. financial institutions,
. regulated investment companies,
. dealers in securities,
. persons who hold A shares or ADSs as part of a hedging, straddle,
constructive sale or conversion transaction,
. persons whose functional currency is not the U.S. dollar, and
. U.S. persons owning (directly, indirectly, or constructively), 10% or
more of the A shares or ADSs,
may be subject to different tax rules not discussed below. This opinion assumes
that the deposit agreement and any related agreement will be performed in
accordance with its terms and that we are organized and our business conducted
in the manner outlined in this prospectus. Changes in our organizational
structure or the manner in which we conduct our business may invalidate this
opinion. The laws upon which this opinion is based are subject to change,
perhaps with retroactive effect. A change to such laws may invalidate this
opinion, which will not be updated to reflect changes in laws. PROSPECTIVE
INVESTORS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THEIR PARTICULAR PERSONAL
TAX CONSEQUENCES OF ACQUIRING, OWNING AND DISPOSING OF THE B SHARES OR THE
ADSs.
In general, for U.S. federal income tax and Dutch tax purposes, holders of
ADSs will be treated as owners of the A shares represented by such ADSs.
Dutch Taxes
The following is the opinion of Arthur Andersen Belastingadviseurs
regarding the material Dutch tax consequences of investing in the A shares and
ADSs. This opinion represents Arthur Andersen Belastingadviseurs's
interpretation of existing law. No assurance can be given that tax authorities
or courts in The Netherlands will agree with such interpretation.
Substantial Interest
A shareholder that owns, either via shares or options, directly or
indirectly, five percent or more of any class of shares, or five percent or
more of the total issued share capital of a company resident in The Netherlands
(a "Substantial Interest") is subject to special rules. Profit participation
rights which give the holder rights to five percent or more of the annual
profit or five percent or more of the liquidation proceeds of a company
resident in The Netherlands will also qualify as a Substantial Interest. A
shareholder is deemed to own a Substantial Interest if part of a Substantial
Interest has been disposed of on a non-
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recognition basis and the shareholder continues to own shares in The
Netherlands company. With respect to individuals, certain attribution rules
exist in determining the presence of a Substantial Interest. Unless indicated
otherwise, the term "shareholder", as used herein, includes an individual and
entities as defined under Dutch tax law holding A shares or ADSs, but does not
include any such person owning a Substantial Interest in us.
Dutch Tax Consequences for Residents
or Deemed Residents of the Netherlands
Dutch Dividend Withholding Tax
Dividends we distribute are subject to withholding tax at a rate of 25%,
unless:
(1) the participation exemption applies and the A shares or ADSs are
attributable to the business carried out in The Netherlands, or
(2) dividends are distributed to a qualifying EU corporate shareholder
satisfying the conditions of the EU directive, or
(3) the rate is reduced by treaty.
Dividends may include:
.distributions of cash,
.distributions of property in kind,
.constructive dividends,
.hidden dividends,
.liquidation proceeds in excess of our recognized paid-in capital,
.proceeds from the redemption of shares in excess of our recognized paid-in
capital,
. stock dividends equal to their nominal value (unless distributed out of
our recognized paid-in share premium), and
.and the repayment of paid-in capital not recognized as capital.
The term "recognized paid-in capital" or "share premium" relates to our
paid-in capital or share premium as recognized for Dutch tax purposes.
Generally, a shareholder that resides, or is deemed to reside, in The
Netherlands will be allowed a credit against Dutch income tax or corporation
tax for the tax withheld on dividends paid on A shares or ADSs. A legal entity
resident in The Netherlands that is not subject to Dutch corporate income tax,
may, under certain conditions, request a refund of the tax withheld.
Dividends we pay to a corporate shareholder that qualifies for the
"participation exemption", as defined in Article 13 of The Netherlands
Corporation Tax Act 1969 (the "Corporation Tax Act"), will not be subject to
the dividend withholding tax if the A shares or ADSs are attributable to the
shareholder's business carried out in The Netherlands. A resident corporate
shareholder will qualify for the participation exemption if, among other
things, the resident shareholder owns at least five percent of our nominal
paid-up capital.
Dutch Individual Income Tax and Corporation Income Tax
If the A shares or ADSs are held by an individual who resides, or is deemed
to reside, in The Netherlands, income derived from the A shares or ADSs is
subject to Dutch income tax on a net income
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basis at graduated rates. An individual generally is entitled to a dividend
exemption of NLG1,000 a year (NLG2,000 a year for married couples). A shares or
ADSs distributed to individual shareholders from our share premium account (as
recognized for Dutch tax purposes) are also exempt from Dutch income tax. The
dividend exemption is not available to an individual shareholder if the A
shares or ADSs are;
(1) attributable to a trade or business carried on by the shareholder, or
(2) form part of a Substantial Interest.
Dividends accruing to individual shareholders that hold a Substantial
Interest are subject to income tax at a rate of 25% on a net basis.
Dividends received from A shares or ADSs by an entity that resides, or is
deemed to reside, in The Netherlands will be subject to Dutch corporation tax
on a net basis unless the company's shareholding qualifies for the
participation exemption. Dividends received from A shares or ADSs by a pension
fund as defined in the Corporation Tax Act are not subject to Dutch corporation
tax.
Capital Gains Realized from the Sale or Exchange of A Shares or ADSs
Capital gains derived from the sale, conversion or disposition of A shares
or ADSs by an individual shareholder who resides, or is deemed to reside, in
The Netherlands are not subject to Dutch income tax provided:
(1) the A shares or ADSs were not acquired directly or indirectly by us or
our subsidiaries,
(2) the shareholder did not have a Substantial Interest in our share
capital at the time of the sale or exchange, and
(3) the A shares or ADSs were not assets of a business.
Capital gains realized by an individual shareholder that is a resident or a
deemed resident of The Netherlands on the disposal of A shares or ADSs forming
part of a Substantial Interest are subject to tax at a rate of 25%. Capital
gains realized by an individual resident shareholder from the sale or exchange
of A shares or ADSs forming part of the assets of a shareholder's business are
subject to tax on a net income basis at the progressive income tax rates.
If the A shares or ADSs are held by an entity that is a resident or a
deemed resident of The Netherlands, capital gains realized from the sale or
exchange of A shares or ADSs are subject to corporation tax unless the
shareholding qualifies for the participation exemption. If the A shares or ADSs
are held by a qualifying pension fund, gains realized from the sale or exchange
of A shares or ADSs are exempt from Dutch corporation tax.
Dutch Net Wealth Tax
An individual who resides, or is deemed to reside, in The Netherlands
generally will be subject to a net wealth tax at a rate of 0.7% on the fair
market value of the A shares or ADSs, with certain exceptions.
Dutch Gift Tax and Inheritance Tax
Dutch gift tax or inheritance tax will be due with respect to a gift or
inheritance of A shares or ADSs from a person who resided, or was deemed to
have resided, in The Netherlands at the time of the gift or his or her death. A
Dutch national is deemed to have been a resident of The Netherlands if he or
she was a resident in The Netherlands at any time during the 10 years preceding
the date of the gift or the date of his or her death. For gift tax purposes,
each person, regardless of nationality, is deemed to be a Dutch resident if he
or she was a resident in The Netherlands at any time during the 12 months
preceding the date of the gift. The 10-year and 12-month residency rules may be
modified by treaty.
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However, in case of a gift by an individual who at the time of the gift was
neither a resident nor deemed to be a resident in The Netherlands and such
individual dies within 180 days after the date of the gift, while being a
resident or deemed to be a resident in The Netherlands, such tax will be due.
Liability for payment of the gift tax or inheritance tax rests with the
donee or heir, respectively. The rate at which these taxes are levied is
primarily dependent on the fair market value of the gift or inheritance and the
relationship between the donor and donee or the deceased and heir(s).
Exemptions may apply under specific circumstances.
Dutch Tax Consequences for
Non-Residents of The Netherlands
Dutch Dividend Withholding Tax
Dividends we distribute are subject to withholding tax at a rate of 25%,
unless:
(1) the participation exemption applies and the A shares or ADSs are
attributable to the business carried out in The Netherlands, or
(2) dividends are distributed to a qualifying EU corporate shareholder
satisfying the conditions of the EU directive, or
(3) the rate is reduced by treaty.
Dividends may include
. distributions of cash,
. distributions of property in kind,
. constructive dividends,
. hidden dividends,
. liquidation proceeds in excess of our recognized paid-in capital,
. proceeds from the redemption of shares in excess of our recognized paid-
in capital,
. stock dividends equal to their nominal value, unless distributed out of
our recognized paid-in share premium, and
. the repayment of paid-in capital not recognized as capital.
The term "recognized paid-in capital" or "share premium" relates to our
paid-in capital or share premium as recognized for Dutch tax purposes.
A non-resident shareholder may benefit from a reduced dividend withholding
tax rate pursuant to an income tax treaty in effect between the shareholder's
country of residence and The Netherlands. Under most Dutch income tax treaties,
the withholding tax rate is reduced to 15% or less provided that:
(1) the recipient shareholder does not have a permanent establishment in
The Netherlands to which the A shares and ADSs are attributable, and
(2) the recipient shareholder is the beneficial owner of the dividends.
Under the Income Tax Treaty of December 18, 1992, concluded between The
Netherlands and the United States (the "Tax Treaty"), dividends we pay to a
resident of the United States generally will be subject to a dividend
withholding tax rate of 15%. The rate may be reduced to five percent if the
beneficial owner is a United States corporation that directly holds 10% or more
of our voting power. The Tax
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Treaty exempts from withholding tax dividends received by exempt pension trusts
and exempt organizations, under conditions defined in the Tax Treaty. Except in
the case of exempt organizations, dividends paid may benefit from the reduced
dividend withholding tax rate (or exemption from dividend withholding tax) by
filing the proper forms in advance of the dividend payment. Exempt
organizations remain subject to the statutory withholding rate of 25% and must
file a return to claim a refund of the tax withheld.
A shareholder may not claim the Tax Treaty benefits unless:
(1) the shareholder is a "resident" of the United States, as that term is
defined in the Tax Treaty, and
(2) Article 26 (the "treaty shopping rules") does not preclude the
shareholder's ability to claim Tax Treaty benefits.
The withholding of tax on A share or ADS dividend distributions to a non-
resident corporate shareholder carrying on a business through a Dutch permanent
establishment is not required as long as:
(1) the Dutch participation exemption applies, and
(2) the A shares or ADSs form a part of the permanent establishment's
business assets.
To qualify for the participation exemption, this entity should hold at
least five percent of our nominal paid-up capital and the A shares or ADSs must
form a part of the permanent establishment's business assets.
Dutch Individual Income Tax and Corporation Income Tax
A non-resident shareholder will not be subject to Dutch income tax on
dividends received from us provided such shareholder does not or has not:
(1) carried on a business in The Netherlands through a permanent
establishment or a permanent representative that includes in its assets
the A shares or ADSs,
(2) held a Substantial Interest in our share capital or, in the event the
non-resident shareholder has held a Substantial Interest in us, such
interest was a business asset in the hands of the shareholder,
(3) shared directly (not through the beneficial ownership of shares or ADSs
or similar securities) in the profits of an enterprise managed and
controlled in The Netherlands that owned or was deemed to have owned
the A shares or ADSs, and
(4) carried out employment activities in The Netherlands or served as a
director or board member of any entity resident in The Netherlands, or
served as a civil servant of a Dutch public entity with which the
holding of the A shares or ADSs was connected.
Capital Gains Realized from the Sale or Exchange of A Shares or ADSs
A non-resident shareholder will not be subject to Dutch income tax on
capital gains derived from the sale, conversion or disposition of A shares or
ADSs provided the nonresident shareholder does not or has not:
(1) carried on a business in The Netherlands through a permanent
establishment or a permanent representative that included in its assets
the A shares or ADSs,
(2) held a Substantial Interest in our share capital or, in the event the
non-resident shareholder has held a Substantial Interest in us, such
interest was a business asset in the hands of the shareholder,
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(3) shared directly (not through the beneficial ownership of shares or ADSs
or similar securities) in the profits of an enterprise managed and
controlled in The Netherlands which owned or was deemed to have owned A
shares or ADSs, and
(4) carried out employment activities in The Netherlands, or served as a
director or board member of any entity resident in The Netherlands, or
served as a civil servant of a Dutch public entity, with which the
holding of the A shares or ADSs was connected.
Capital gains derived from the sale, conversion or disposition of A shares
or ADSs by a non-resident corporate shareholder carrying on a business through
a permanent establishment in The Netherlands are not subject to Dutch
corporation tax provided:
(1) the Dutch participation exemption would apply, and
(2) the A shares or ADSs are attributable to the business carried out in
The Netherlands.
To qualify for the participation exemption, the shareholder must hold at
least five percent of our nominal paid-up capital and meet certain other
requirements.
Under most Dutch tax treaties, the right to tax capital gains realized by a
non-resident shareholder from the sale or exchange of A shares or ADSs is
allocated to the shareholder's country of residence.
Dutch Net Wealth Tax
A non-resident individual shareholder will not be subject to Dutch net
wealth tax in respect of the A shares or ADSs provided the nonresident
shareholder does not or has not:
(1) carried on a business in The Netherlands through a permanent
establishment or a permanent representative that included in its assets
the A shares or ADSs, and
(2) shared directly (not through the beneficial ownership of shares or ADSs
or similar securities) in the profits of an enterprise managed and
controlled in The Netherlands, which owned or was deemed to have owned
A shares or ADSs.
Dutch Gift Tax and Inheritance Tax
A gift or inheritance of A shares or ADSs from a non-resident shareholder
will not be subject to Dutch gift tax or inheritance tax in the hands of the
donee or heir provided the nonresident shareholder was not:
(1) a Dutch national who has been a resident in The Netherlands at any time
during the 10 years preceding the date of gift or the date of death or,
in the event he or she was a resident in The Netherlands during such
period, the non-resident shareholder was not a Dutch national at the
time of gift or death,
(2) solely for the purpose of the gift tax, a resident of The Netherlands
at any time during the 12 months preceding the time of the gift,
(3) engaged in a business in The Netherlands through a permanent
establishment or a permanent representative which included in its
assets the A shares or ADSs, and
(4) shared directly (not through the beneficial ownership of shares or ADSs
or similar securities) in the profits of an enterprise managed and
controlled in The Netherlands which owned or is deemed to have owned A
shares or ADSs.
A Dutch national is deemed to have been a resident of The Netherlands if he
or she was a resident in The Netherlands at any time during the 10 years
preceding the date of the gift or the date of his or her
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death. For gift tax purposes, each person (regardless of nationality) is deemed
to be a Dutch resident if he or she was a resident in The Netherlands at any
time during the 12 months preceding the date of the gift. The 10-year and 12-
month residency rules may be modified by treaty.
However, in case of a gift by an individual who at the time of the gift was
neither a resident nor deemed to be a resident in The Netherlands and such
individual dies within 180 days after the date of the gift, while being a
resident or deemed to be a resident in The Netherlands, such tax will be due.
United States Federal Income Tax
The following is the opinion of Holme Roberts & Owens LLP regarding the
material U.S. federal income tax consequences to U.S. Shareholders of an
investment in the A shares or ADSs. To the extent the following summarizes the
Dutch taxation rules on the reduction of the amount of dividend withholding tax
to be paid over to the Dutch Tax Administration, it is based on the opinion of
Arthur Andersen Belastingadviseurs.
For purposes of this opinion a "U.S. Shareholder" is a holder of A shares
or ADSs that is an individual citizen or resident of the United States, a
corporation organized under the laws of the United States or any state of the
United States, or any other person subject to U.S. federal income tax on a net
income basis with respect to the A shares or ADSs.
Taxes on Income
The gross amount of any distribution, including Dutch withholding tax
thereon, actually or constructively received by a U.S. Shareholder with respect
to A shares or ADSs will be a dividend. The dividend will be included in the
gross income of the U.S. Shareholder as ordinary income to the extent of our
current and accumulated earnings and profits as determined under U.S. federal
income tax principles. Dividends paid on A shares or ADSs generally will
constitute income from sources outside the United States and will not be
eligible for the dividends received deduction that may be allowed to United
States corporate shareholders on dividends paid out of income from sources
within the United States.
A distribution in excess of our current and accumulated earnings and
profits will be treated first as a nontaxable return of capital to the extent
of such U.S. Shareholder's adjusted tax basis in its A shares or ADSs, and any
distribution in excess of such basis will constitute gain, which gain will be
capital gain if the A shares or ADSs are held as capital assets.
The amount of any distribution paid in Dutch guilders will be the dollar
value of the Dutch guilders on the date of distribution, regardless of whether
the U.S. Shareholder converts the payment into dollars. Gain or loss, if any,
recognized by a U.S. Shareholder on the sale, conversion or disposition of
Dutch guilders will be ordinary income or loss. Such gain or loss will
generally be income or loss from sources within the United States for foreign
tax credit limitation purposes.
Subject to certain conditions and limitations, tax withheld in The
Netherlands in accordance with the Treaty will be treated as a foreign tax that
U.S. Shareholders may elect to deduct in computing their U.S. federal taxable
income or credit against their U.S. federal income tax liability. Amounts paid
in respect of dividends on A shares or ADSs will generally be treated as
"passive income" or, in the case of certain holders, "financial services
income" for purposes of calculating the amount of the foreign tax credit
available to a U.S. Shareholder. Additional withholding tax, if any, in excess
of the rate applicable under the Treaty generally will not be eligible for
credit against the U.S. Shareholder's U.S. federal income tax liability.
Dutch withholding tax may not be creditable against the U.S. Shareholder's
federal income tax liability however, to the extent we are allowed to reduce
the amount of dividend withholding tax paid Over
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to the Dutch Tax Administration by crediting withholding tax imposed on certain
dividends paid to us. We will endeavor to provide to U.S. Shareholders the
information they will need to calculate their foreign tax credit.
A distribution of additional A shares to U.S. Shareholders with respect to
their A shares or ADSs that is made as a part of a pro rata distribution to all
of our shareholders generally will not be subject to U.S. federal income tax.
However, a U.S. Shareholder receiving a distribution of additional A shares
must allocate to those additional A shares a portion of his basis in the A
shares or ADSs on which the distribution was made. The U.S. Shareholder's
holding period in the additional A shares will include the holding period of
the A shares or ADSs on which the distribution was made.
Sale or Other Disposition of the A Shares or ADSs
A U.S. Shareholder will generally recognize gain or loss for U.S. federal
income tax purposes upon the sale or exchange of A shares or ADSs in an amount
equal to the difference between the amount realized from such sale or exchange
and the U.S. Shareholder's tax basis for such A shares or ADSs. Such gain or
loss will be a capital gain or loss if the A shares or ADSs are held as a
capital asset. Any such gain or loss generally would be treated as U.S. source.
Passive Foreign Investment Company
The tax consequences described above would not apply if the U.S.
Shareholder made a qualified electing fund ("QEF") election for the first tax
year in the U.S. Shareholder's holding period in which we were a PFIC. If a QEF
election is made, a U.S. Shareholder would include in income its pro rata share
of our ordinary income and net capital gain for years in which we are a PFIC
(regardless of whether amounts are distributed to an electing U.S.
shareholder.) In the event that we become a PFIC, we will provide the
information necessary for our U.S. Shareholders to make a QEF election.
A U.S. Shareholder who owns A shares or ADSs during any year that we are a
PFIC must file Internal Revenue Service Form 8621.
Foreign Personal Holding Company Classification
We could be classified as a foreign personal holding company ("FPHC") if in
any taxable year:
(1) five or fewer individuals who are U.S. citizens or residents own
(directly or constructively through certain attribution rules) more
than 50% of the total voting power of all classes of our stock entitled
to vote or the total value of our stock, and
(2) at least 60% (50% in certain cases) of our gross income consists of
"foreign personal holding company income", which generally includes
passive income such as dividends, interest, gains, rent and royalties.
Classification as an FPHC would in general require each U.S. Shareholder
who held A shares or ADSs on the last day of the taxable year to include in
gross income as a dividend such shareholder's pro rata portion of our
undistributed foreign personal holding company income.
After giving effect to certain ownership attribution rules, five or fewer
U.S. individuals are presently treated as owning more than 50% of the total
voting power of all classes of UPC stock. However, 60% of our gross income for
1998 is not expected to consist of passive income and we do not expect to meet
the 80% passive income test for 1999. Thus, we do not expect to be a FPHC for
1999 or for the foreseeable future. This is a factual determination that must
be made annually and thus the status of whether we are a FPHC is subject to
change.
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Backup Withholding
A U.S. shareholder of A shares or ADSs may be subject to backup withholding
at a rate of 31% with respect to dividends on, or the proceeds of a sale or
other disposition of, such A shares or ADSs unless such U.S. Shareholder:
(1) is a corporation or comes within certain other exempt categories and,
when required, demonstrates this fact, or
(2) provides a taxpayer identification number, certifies as to no loss of
exemption from backup withholding and otherwise complies with
applicable backup withholding rules.
SHARES ELIGIBLE FOR FUTURE SALE
Our A shares are traded on the Stock Market of Amsterdam Exchanges and ADSs
representing A shares are traded on the Nasdaq National Market. No prediction
can be made of the effect, if any, that the sale or availability for sale of A
shares or ADSs will have on the market price of the A shares or the ADSs. Sales
of substantial amounts of such securities in the public market, or the
perception that such sales could occur, could adversely affect the market price
of the A shares and the ADSs and could impair our future ability to raise
capital through an offering of its equity securities.
Upon consummation of this offering, we will have outstanding A shares
and 100 priority shares. The A shares and ADSs sold in this offering will be
freely tradable in the United States by persons other than us or our
"affiliates" as that term is defined in SEC Rule 144, which is discussed below.
All of the issued and outstanding priority shares and A shares held by United
and the Discount Group, are "restricted securities" within the meaning of Rule
144 and may be sold in the public market only if registered or (discussed
below) sold under an exemption from registration under the Securities Act,
including the exemption provided by Rule 144.
We have agreed with the underwriters that, without the prior written
consent of the underwriters, we will not directly or indirectly offer, other
than in the offering, sell, contract to sell, announce our intention to sell,
pledge, grant any option to purchase or otherwise dispose of, or file a
registration statement or similar document relating to, any shares or any
security convertible into or exchangeable for shares, or in any manner transfer
all or a portion of the economic consequences associated with, or any security
convertible into or exchangeable for shares, for a period of days from the
date of this prospectus, subject to certain exceptions. We have also agreed not
to permit any of our subsidiaries to take any such action without the prior
written consent of the underwriters, subject again to certain exceptions.
[Certain of our employees have made a similar agreement with the underwriters
for a period of days]. Some of our former and current employees have shares
or options to receive shares, together representing approximately A shares,
that could be sold immediately.
Because we do not have a history of net profits, Stock Market of Amsterdam
Exchanges regulations prohibit members of our Supervisory Board and Board of
Management from disposing of their ordinary shares owned prior to this offering
for a period of four years from the date on which the ordinary shares begin
trading on the Stock Market of Amsterdam Exchanges. Because no members of the
Supervisory Board or Board of Management have exercised their options or
otherwise own ordinary shares, however, this provision is not applicable. In
addition, under the Stock Market of Amsterdam Exchanges Rules, United and any
other holder of 5% or more of our outstanding share capital collectively may
not for three years after our initial public offering, subject to certain
exceptions, sell more than 25% of the shares then outstanding. This lock-up
requirement applies unless we report a profit, in which case these shareholders
collectively are entitled to dispose of a maximum of (1) 50% of the shares then
outstanding if a profit was made during one year or (2) 75% of the shares then
outstanding if a profit was made during two years.
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The Stock Market of Amsterdam Exchanges has agreed to grant permission to
these shareholders to dispose of their remaining interest if such disposition
is consummated through a public secondary offering involving a due diligence
investigation, the issuance of a prospectus and compliance with the other
listing rules of the Stock Market of Amsterdam Exchanges occurring at least
one year after our initial public offering. If we issue and sell more shares
in the future (other than by way of a stock dividend, bonus shares or
conversion or exercise of any securities into our shares) and the interest of
any 5% holder in us falls below 5%, such holder will no longer be subject to
the lock-up requirements of the Stock Market of Amsterdam Exchanges.
In general, under Rule 144 of the Securities Act, any of our affiliates, or
a person or persons whose shares are aggregated who has beneficially owned
restricted securities for at least one year (including the holding period of
any prior owner except an affiliate) is entitled to sell in any three-month
period a number of shares that does not exceed the greater of (1) 1% of the
number of shares then outstanding, or
approximately shares immediately after this offering; or (2) the average
weekly trading volume of the ADSs on the Nasdaq National Market during the
four calendar weeks immediately preceding. Sales under Rule 144 are also
subject to requirements relating to manner of sale, notice and availability of
current public information about us. Under Rule 144(k), a person or persons
whose shares are aggregated who has not been one of our affiliates at any time
during the 90 days immediately preceding the sale and who has beneficially
owned his or her shares for at least two years is entitled to sell such shares
without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144. In general, under Rule 701 of the
Securities Act, any of our employees, consultants or advisors who purchases
shares from us pursuant to Rule 701 in connection with a compensatory stock or
option plan or other written agreement is eligible to resell, unless
contractually restricted, such shares 90 days after the effective date of this
offering in reliance on Rule 144, but without compliance with certain
restrictions, including the holding period, contained in Rule 144.
LEGAL MATTERS
Holme Roberts & Owen LLP, London, England, has advised us on certain U.S.
securities law matters in connection with this offering. Certain legal matters
relating to Dutch law will be passed upon for us by Loeff Claeys Verbeke,
Amsterdam, The Netherlands. Skadden, Arps, Slate, Meagher & Flom LLP, London,
England, has passed upon certain matters regarding this offering for the
underwriters. Certain legal matters relating to Dutch law will be passed upon
for underwriters by Nauta Dutilh, Rotterdam, The Netherlands.
EXPERTS
Our consolidated financial statements for the six months ended December 31,
1995 and as of and for the years ended December 31, 1996, 1997 and 1998
included in this prospectus have been audited by Arthur Andersen, independent
auditors, as indicated in their report with respect thereto, and are included
herein upon the authority of said firm as experts in giving said report.
The consolidated financial statements of United TeleKabel Holding N.V. for
the period from commencement of operations (August 6, 1998) until December 31,
1998 included in this prospectus have been audited by Arthur Andersen,
independent auditors, as indicated in their report with respect thereto, and
are included herein upon the authority of said firm as experts in giving said
report.
The consolidated financial statements of N.V. TeleKabel Beheer for the
years ended December 31, 1996 and 1997 included in this prospectus have been
audited by PricewaterhouseCoopers N.V., independent accountants as stated in
their report appearing herein, and are included herein upon the authority of
said firm as experts in giving said report.
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The consolidated financial statements of N.V. TeleKabel Beheer for the year
ended December 31, 1998 included in this prospectus have been audited by Arthur
Andersen, independent auditors, and are included herein upon authority of said
firm as experts in giving said report.
The consolidated financial statements of @Entertainment, Inc. for the years
ended December 31, 1996, 1997 and 1998 included in this prospectus have been
audited by KPMG Polska Sp.zo.o, independent auditors, as indicated in their
report with respect thereto, and are included herein upon the authority of said
firm as experts in giving said report.
The consolidated financial statements of A2000 Holding N.V. for the years
ended December 31, 1997 and 1998 included in this prospectus have been audited
by Arthur Andersen, independent auditors, as indicated in their report with
respect thereto, and are included herein upon the authority of said firm as
experts in giving said report.
The consolidated financial statements of Kabel Plus, a.s. for the years
ended December 31, 1997 and 1998 included in this prospectus have been audited
by Arthur Andersen s.r.o, independent auditors, as indicated in their report
with respect thereto, and are included herein upon the authority of said firm
as experts in giving said report.
The consolidated financial statements of NBS Nordic Broadband Services AB
for the year ended December 31, 1998 included in this prospectus have been
audited by Ernst & Young AB, independent auditors, as indicated in their report
with respect thereto, and are included herein upon the authority of said firm
as experts in giving said report.
The consolidated financial statements of Singapore Telecom International
Svenska AB, for the years ended March 31, 1998 and 1997 included in this
prospectus have been audited by PriceWaterhouse (now PricewaterhouseCoopers),
independent auditors, as indicated in their report with respect thereto, and
are included herein upon the authority of said firm as experts in giving said
report.
The reconciliation of significant differences between US and Swedish
generally accepted accounting principles for the consolidated financial
statements of Singapore Telecom International Svenska AB for the years ended
March 31, 1998 and 1997 included in this prospectus has been audited by
PricewaterhouseCoopers, independent auditors, as indicated in their report with
respect thereto, and is included herein upon authority of said firm as experts
in giving said report.
The consolidated financial statements of SBS Broadcasting SA for the years
ended December 31, 1996, 1997 and 1998 included in this prospectus have been
audited by Ernst & Young, independent auditors, as indicated in their report
with respect thereto, and are included herein upon the authority of said firm
as experts in giving said report.
ENFORCEMENT OF CIVIL LIABILITIES
We are incorporated under the laws of The Netherlands and certain members
of our Supervisory Board, our Board of Management and certain of the experts
named herein are residents of The Netherlands or other countries outside the
United States. Substantially all of our assets and the assets of such persons
are located outside the United States. As a result, it may not be possible for
investors to effect service of process within the United States upon us or such
persons, or to enforce against us or such persons in courts in the United
States, judgments of such courts predicated upon the civil liability provisions
of United States securities laws. We have been advised by legal counsel in The
Netherlands, Loeff Claeys Verbeke, that because there is no convention on
reciprocal recognition and enforcement of judgments in civil and commercial
matters between the United States and The Netherlands, a final judgment
rendered by a United States court will not automatically be enforced by the
courts in The Netherlands. In order to obtain a judgment that is enforceable in
The Netherlands, the relevant claim will
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have to be relitigated before a competent Dutch court. Under current practice,
however, a final judgment rendered by a United States court will be recognized
by a Dutch court if it finds that (1) the final judgment results from
proceedings compatible with Dutch concepts of due process and (2) the final
judgment does not contravene public policy of The Netherlands. If the final
judgment is recognized by a Dutch court, that court generally will grant the
same judgment without relitigation on the merits. In addition, Dutch law does
not recognize a shareholder's right to bring a derivative action on behalf of a
corporation.
AVAILABLE INFORMATION
We are subject to the informational reporting requirements of the U.S.
Securities Exchange Act of 1934, as amended, and in accordance therewith, file
reports, proxy statements and other information with the U.S. Securities and
Exchange Commission. Copies of reports, proxy statements and other information
may be inspected at the offices of the National Association of Securities
Dealers, Inc. 1735 K Street, N.W., Washington, D.C. 20006, U.S.A.
We also comply with our obligations under Dutch law to prepare annual
financial statements complying with the corporate law of The Netherlands and to
deposit the same at the Commercial Register of the Chamber of Commerce and
Industry in Amsterdam, The Netherlands.
STOCK MARKET OF AMSTERDAM EXCHANGES LISTING
On , 1999, the Board of Management authorized thereto by the general
meeting of shareholders by a written resolution dated , 1999 and having
obtained the approval of the Supervisory Board, resolved to issue A shares to a
nominal amount of (Euro)2.00 per share and to exclude the pre-emptive rights in
this respect.
Amsterdam Exchanges NV has designated our A shares as the subject of a new
series of options to be listed on the AEX-Options Exchange. The first series
will probably be introduced on October 19, 1999.
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INDEX TO FINANCIAL STATEMENTS
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UNITED PAN-EUROPE COMMUNICATIONS N.V.
Independent Auditors' Report.......................................... F-4
Consolidated Balance Sheets as of December 31, 1997 and 1998 and
June 30, 1999 (unaudited) (Post-Acquisition)......................... F-5
Consolidated Statements of Operations for the years ended December 31,
1996 and 1997 (Pre-Acquisition), for the year ended December 31, 1998
and for the six months ended June 30, 1998 (unaudited) and 1999
(unaudited) (Post-Acquisition)....................................... F-6
Consolidated Statements of Shareholders' Equity (Deficit) for the
years ended December 31, 1996 and 1997 (Pre-Acquisition), for the
year ended December 31, 1998 and for the six months ended June 30,
1999 (unaudited) (Post-Acquisition).................................. F-7
Consolidated Statements of Cash Flows for the years ended December 31,
1996 and 1997 (Pre-Acquisition), for the year ended December 31, 1998
and for the six months ended June 30, 1998 (unaudited) and 1999
(unaudited) (Post-Acquisition)....................................... F-9
Notes to the Consolidated Financial Statements........................ F-12
UNITED TELEKABEL HOLDING N.V.
Independent Auditors' Report.......................................... F-54
Consolidated Balance Sheet as of December 31, 1998.................... F-55
Consolidated Statement of Operations from August 6, 1998 (commencement
of operations) until December 31, 1998............................... F-56
Consolidated Statement of Cash Flows from August 6, 1998 (commencement
of operations) until December 31, 1998............................... F-57
Notes to Consolidated Financial Statements............................ F-58
N.V. TELEKABEL BEHEER
Report of Independent Accountants..................................... F-70
Independent Auditors' Report.......................................... F-71
Consolidated Balance Sheets as of December 31, 1997 and 1998.......... F-72
Consolidated Statements of Operations for the years ended December 31,
1996, 1997 and 1998.................................................. F-73
Consolidated Statements of Cash Flows for the years ended December 31,
1996, 1997 and 1998.................................................. F-74
Consolidated Statement of Changes in Shareholder's Equity for the
years ended December 31, 1996, 1997 and 1998......................... F-75
Notes to Consolidated Financial Statements............................ F-76
@ENTERTAINMENT, INC.
Independent Auditors' Report.......................................... F-86
Consolidated Balance Sheets as of December 31, 1997 and 1998 and June
30, 1999 (unaudited)................................................. F-87
Consolidated Statements of Operations for the years ended December 31,
1996, 1997 and 1998 and for the six months ended June 30, 1998 and
1999 (unaudited)..................................................... F-88
Consolidated Statements of Comprehensive Loss for the years ended
December 31, 1996, 1997 and 1998 and for the six months ended June
30, 1998 and 1999 (unaudited)........................................ F-89
Consolidated Statements of Changes in Stockholders' Equity for the
years ended December 31, 1996, 1997 and 1998 ........................ F-90
Consolidated Statements of Cash Flows for the years ended December 31,
1996, 1997 and 1998 and the six months ended June 30, 1998 and 1999
(unaudited).......................................................... F-91
Notes to Consolidated Financial Statements............................ F-92
</TABLE>
F-1
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A2000 HOLDING N.V.
Independent Auditors' Report.......................................... F-125
Consolidated Balance Sheets at December 31, 1997 and 1998 and June 30,
1999 (unaudited)..................................................... F-126
Consolidated Statements of Income for the years ended December 31,
1997 and 1998 and the six months ended June 30, 1998 (unaudited) and
1999 (unaudited)..................................................... F-127
Consolidated Statements of Cash Flows for the years ended December 31,
1997 and 1998 and the six months ended June 30, 1998 (unaudited) and
1999 (unaudited)..................................................... F-128
Notes to Consolidated Financial Statements............................ F-129
KABEL PLUS a.s.
Report of Independent Public Accountants.............................. F-143
Consolidated Balance Sheets at December 31, 1997 and 1998 and June 30,
1998 and 1999 (unaudited)............................................ F-144
Consolidated Statements of Operations for the years ended December 31,
1997 and 1998 and the six months ended June 30, 1998 and 1999
(unaudited).......................................................... F-145
Consolidated Statements of Cash Flows for the years ended December 31,
1997 and 1998 and the six months ended June 30, 1998 and 1999
(unaudited).......................................................... F-146
Consolidated Statements of Shareholders' Equity for the years ended
December 31, 1997 and 1998 and the six months ended June 30, 1998 and
1999 (unaudited)..................................................... F-147
Notes to Consolidated Financial Statements............................ F-148
NBS NORDIC BROADBAND SERVICES AB
Administration Report................................................. F-159
Consolidated Income Statement for 1998................................ F-160
Consolidated Balance Sheet as of December 31, 1998.................... F-161
Consolidated Cash Flow Statement for 1998............................. F-162
Notes to Financial Statements......................................... F-163
Report by the Independent Auditor..................................... F-170
Consolidated Income Statement for the six months ended June 30, 1999
(unaudited).......................................................... F-171
Consolidated Balance Sheet as of June 30, 1999 (unaudited)............ F-172
Consolidated Cash Flow Statement for the six months ended June 30,
1999 (unaudited)..................................................... F-174
Notes for the Financial Statements.................................... F-175
</TABLE>
<TABLE>
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SINGAPORE TELECOM INTERNATIONAL SVENSKA AB
Annual Report and Administration Report................................ F-176
Consolidated Income Statements for the 12 months ended March 31, 1998
and 1997.............................................................. F-177
Consolidated Balance Sheets as of March 31, 1998 and 1997.............. F-178
Consolidated Funds Statements for the 12 months ended March 31, 1998
and 1997.............................................................. F-180
Income Statements--Parent Company for the 12 months ended March 31,
1998 and 1997......................................................... F-181
Balance Sheets--Parent Company as of March 31, 1998 and 1997........... F-182
Funds Statements--Parent Company for the 12 months ended March 31, 1998
and 1997.............................................................. F-184
Accounting Principles.................................................. F-185
Notes to the Annual Accounts........................................... F-187
Auditors' Report of the Annual General Meeting of the Shareholders..... F-193
Reconciliation of Significant Differences between US and Swedish
Generally Accepted Accounting Principles.............................. F-194
Report of Independent Accountants on Reconciliation of Significant
Differences between US and Swedish Generally Accepted Accounting
Principles............................................................ F-197
</TABLE>
F-2
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SBS BROADCASTING SA
Report of Independent Auditors ....................................... F-198
Consolidated Balance Sheets at December 31, 1997 and 1998 and June 30,
1999 (unaudited)..................................................... F-199
Consolidated Statements of Operations for the years ended December 31,
1996, 1997 and 1998 and the six months ended June 30, 1998 and 1999
(unaudited).......................................................... F-200
Consolidated Statements of Comprehensive Income for the years ended
December 31, 1996, 1997 and 1998 and the six months ended June 30,
1997 and 1998 (unaudited)............................................ F-200
Consolidated Statements of Shareholders' Equity (Deficit) for the
years ended December 31, 1997 and 1998 and the six months ended
June 30, 1999 (unaudited)............................................ F-201
Consolidated Statements of Cash Flows for the years ended December 31,
1996, 1997 and 1998 and the six months ended June 30, 1998 and 1999
(unaudited).......................................................... F-202
Notes to Consolidated Financial Statements............................ F-204
</TABLE>
F-3
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INDEPENDENT AUDITORS' REPORT
To United Pan-Europe Communications N.V.
We have audited the accompanying consolidated balance sheets of United Pan-
Europe Communications N.V. (a N.V. registered in The Netherlands) and
subsidiaries as of December 31, 1998 and December 31, 1997 (post-acquisition--
see Note 1), and the related consolidated statements of operations,
shareholders' equity (deficit) and cash flows for the years ended December 31,
1998 (post-acquisition--see Note 1), December 31, 1997 and December 31, 1996
(pre-acquisition--see Note 1). These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in The Netherlands, which are substantially the same as those
generally accepted in the United States of America. Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
As discussed in Note 1 to the consolidated financial statements, the
Company's parent company (United International Holdings, Inc.) acquired the
remaining 50% interest in the Company effective December 11, 1997. Accordingly,
the assets, liabilities and shareholders' equity acquired have been adjusted to
reflect its parent's basis in the underlying net assets of the Company as of
December 11, 1997. The proportional assets and liabilities acquired were
recorded based upon their relative fair market values at the date of
acquisition. Accordingly, the pre-acquisition and post-acquisition consolidated
financial statements are not comparable in certain significant respects since
these consolidated financial statements report the financial position, results
of operations and cash flows on two separate accounting bases.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of United Pan-
Europe Communications N.V. as of December 31, 1998 and December 31, 1997 (post-
acquisition--see Note 1), and the results of its operations and its cash flows
for the years ended December 31, 1998 (post-acquisition--see Note 1), December
31, 1997 and December 31, 1996 (pre-acquisition--see Note 1) in conformity with
accounting principles generally accepted in the United States of America.
Arthur Andersen
Amstelveen, The Netherlands,
March 29, 1999
F-4
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
CONSOLIDATED BALANCE SHEETS
(Stated in thousands of Dutch guilders, except share and per share amounts)
As a result of the UPC Acquisition in December 1997 (see Note 1), the
purchase method of accounting was used to record assets acquired and
liabilities assumed by the parent company. Such accounting generally results in
increased amortization and depreciation reported in future periods.
Accordingly, the accompanying financial statements of the Company are not
comparable in certain significant respects since these financial statements
report financial position, results of operations, and cash flows on two
separate accounting bases.
<TABLE>
<CAPTION>
As of December 31
-------------------- As of
1997 1998 June 30, 1999
--------- --------- -------------
(Post-Acquisition)
(unaudited)
<S> <C> <C> <C>
ASSETS:
Current assets
Cash and cash equivalents................ 100,144 29,571 446,084
Restricted cash.......................... 22,220 30,263 10,650
Subscriber receivables, net of allowance
for doubtful accounts of 6,445, 9,260
and 6,938, respectively................. 9,419 12,886 45,315
Costs to be reimbursed by affiliated
companies, net of allowance for doubtful
accounts of 2,209, 0 and 139,
respectively............................ 14,970 27,277 20,638
Other receivables........................ 19,103 25,845 54,179
Inventory................................ 13,040 24,121 71,078
Prepaid expenses and other current
assets.................................. 6,669 15,654 72,477
--------- --------- ----------
Total current assets................... 185,565 165,617 720,421
Marketable equity securities of parent, at
fair value............................... 66,809 101,097 401,100
Investments in and advances to affiliated
companies, accounted for under the equity
method, net.............................. 413,649 493,051 436,225
Property, plant and equipment, net of
accumulated depreciation of 7,312, 87,708
and 266,097, respectively................ 484,982 602,997 1,930,525
Goodwill and other intangible assets, net
of accumulated amortization of 1,716,
39,109 and 88,354, respectively.......... 690,046 680,032 1,603,904
Deferred financing costs, net of
accumulated amortization of 217, 9,288
and 5,072, respectively.................. 23,943 21,663 38,854
Non-current restricted cash and other
assets................................... 50,710 3,322 83,934
--------- --------- ----------
Total assets........................... 1,915,704 2,067,779 5,214,963
========= ========= ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
(DEFICIT):
Current liabilities
Accounts payable, including related party
payables of 12,223, 15,671 and 9,477,
respectively............................ 126,178 141,917 168,778
Accrued liabilities...................... 34,731 56,840 126,884
Subscriber prepayments and deposits...... 24,533 45,757 126,375
Short-term debt.......................... 1,696 63,322 8,112
Note payable to shareholder.............. -- 175,012 13,872
Current portion of long-term debt........ 255,819 113,519 12,971
--------- --------- ----------
Total current liabilities.............. 442,957 596,367 456,992
Long-term debt............................ 966,100 1,174,749 1,479,739
Deferred taxes............................ 44,508 8,657 39,618
Deferred compensation..................... 4,818 327,445 3,673
Other long-term liabilities............... 8,801 8,801 8,075
--------- --------- ----------
Total liabilities...................... 1,467,184 2,116,019 1,988,097
--------- --------- ----------
Commitments and contingencies (Notes 11
and 12)
Minority interests in subsidiaries........ 8,715 25,934 26,729
Shareholders' equity (deficit) (As
adjusted for the 3:2 stock split. Note
10)
Priority stock, 0.661113 par value, 100
shares authorized and 0, 0 and 100
shares issued, respectively............. -- -- --
Common stock, 0.661113 par value,
200,000,000 shares authorized and
92,062,589, 92,285,604 and 129,246,123
shares issued, respectively............. 61,348 61,497 85,446
Additional paid-in capital............... 650,864 672,016 3,875,548
Deferred compensation.................... -- -- (70,791)
Treasury stock, at cost, 9,198,135,
9,198,135 and 0 shares of common stock,
respectively............................ (110,385) (110,385) --
Accumulated deficit...................... (163,829) (727,050) (1,028,220)
Other cumulative comprehensive income ... 1,807 29,748 338,154
--------- --------- ----------
Total shareholders' equity (deficit)... 439,805 (74,174) 3,200,137
--------- --------- ----------
Total liabilities and shareholders'
equity (deficit)...................... 1,915,704 2,067,779 5,214,963
========= ========= ==========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-5
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Stated in thousands of Dutch guilders, except share and per share amounts)
As a result of the UPC Acquisition in December 1997 (see Note 1), the
purchase method of accounting was used to record assets acquired and
liabilities assumed by the parent company. Such accounting generally results in
increased amortization and depreciation reported in future periods.
Accordingly, the accompanying financial statements of the Company are not
comparable in certain significant respects since these financial statements
report financial position, results of operations, and cash flows on two
separate accounting bases.
<TABLE>
<CAPTION>
For the Years Ended December 31,
------------------------------------------------------
1996 1997 1998
----------------- ----------------- ------------------
(Pre-Acquisition) (Pre-Acquisition) (Post-Acquisition)
<S> <C> <C> <C>
Service and other revenue.................... 245,179 337,255 408,970
Operating expense............................ (82,439) (118,508) (138,459)
Selling, general and administrative expense.. (81,176) (119,067) (481,703)
Depreciation and amortization................ (79,832) (132,888) (187,646)
---------- ---------- ----------
Net operating (loss) income................. 1,732 (33,208) (398,838)
Interest income.............................. 2,757 6,512 7,397
Interest expense............................. (14,263) (41,995) (92,308)
Interest expense, related party.............. (24,212) (28,743) (12,047)
Provision for loss on investment related
costs....................................... -- (18,888) (6,230)
Gain on sale of assets....................... -- -- --
Foreign exchange (loss) gain and other
expense..................................... (21,200) (41,063) 2,690
---------- ---------- ----------
Net loss before income taxes and other
items...................................... (55,186) (157,385) (499,336)
Share in results of affiliated companies,
net......................................... (30,712) (25,458) (63,823)
Minority interests in subsidiaries........... (2,208) 152 1,153
Income tax benefit (expense)................. (509) 1,649 (1,215)
---------- ---------- ----------
Net loss.................................... (88,615) (181,042) (563,221)
========== ========== ==========
Basic and diluted net loss per ordinary
share(1).................................... (0.96) (1.98) (6.80)
========== ========== ==========
Weighted-average number of ordinary shares
outstanding(1).............................. 92,062,589 91,533,381 82,869,342
========== ========== ==========
For the Six Months
Ended June 30,
-------------------------
1998 1999
------------ ------------
(Post-Acquisition)
(Unaudited) (Unaudited)
<S> <C> <C>
Service and other revenue.................... 195,270 331,954
Operating expense............................ (66,111) (151,090)
Selling, general and administrative expense.. (62,374) (265,138)
Depreciation and amortization................ (94,953) (148,404)
------------ ------------
Net operating (loss) income................. (28,168) (232,678)
Interest income.............................. 2,017 13,520
Interest expense............................. (44,343) (60,156)
Interest expense, related party.............. (3,812) (1,951)
Provision for loss on investment related
costs....................................... -- --
Gain on sale of assets....................... -- 14,625
Foreign exchange (loss) gain and other
expense..................................... (8,234) (2,595)
------------ ------------
Net loss before income taxes and other
items...................................... (82,540) (269,235)
Share in results of affiliated companies,
net......................................... (31,619) (33,168)
Minority interests in subsidiaries........... 1,722 115
Income tax benefit (expense)................. 1,114 1,118
------------ ------------
Net loss.................................... (111,323) (301,170)
============ ============
Basic and diluted net loss per ordinary
share(1).................................... (1.34) (2.60)
============ ============
Weighted-average number of ordinary shares
outstanding(1).............................. 82,864,454 115,954,697
============ ============
</TABLE>
- --------
(1) As adjusted for the 3:2 stock split (Note 10).
The accompanying notes are an integral part of these consolidated financial
statements.
F-6
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) (2)
(Stated in thousands of Dutch guilders, except share amounts)
As a result of the UPC Acquisition in December 1997 (see Note 1), the
purchase method of accounting was used to record assets acquired and
liabilities assumed by the parent company. Such accounting generally results in
increased amortization and depreciation reported in future periods.
Accordingly, the accompanying financial statements of the Company are not
comparable in certain significant respects since these financial statements
report financial position, results of operations, and cash flows on two
separate accounting bases.
<TABLE>
<CAPTION>
Other
Cumulative
Priority Stock Ordinary Stock Additional Treasury Stock Comprehensive
----------------- ----------------- Paid-In Deferred --------------------- Accumulated Income
Shares Amount Shares(2) Amount Capital Compensation Shares(2) Amount Deficit (Loss)(1)
------- ------- ---------- ------ ---------- ------------ ----------- -------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balances,
December 31,
1995........... 92,062,589 61,348 266,447 -- -- -- (48,856) (2,751)
Contribution by
United of
additional
Investment in
affiliate...... -- -- -- -- 21,344 -- -- -- -- --
Change in
cumulative
translation
Adjustments.... -- -- -- -- -- -- -- -- -- 5,021
Net loss........ -- -- -- -- -- (88,615) --
Total
comprehensive
income (loss).. -- -- -- -- -- -- -- -- -- --
------- ------- ---------- ------ -------- --- ----------- -------- -------- -------
Balances,
December 31,
1996
(Pre
Acquisition)... -- -- 92,062,589 61,348 287,791 -- -- -- (137,471) 2,270
Contribution by
United of
additional
investment in
affiliate...... -- -- -- -- 12,002 -- -- -- -- --
Gain on sale of
stock by
subsidiary..... -- -- -- -- 3,274 -- -- -- -- --
Change in
cumulative
translation
Adjustments.... -- -- -- -- -- -- -- -- -- (463)
Net loss for the
period from
January 1, 1997
to December 10,
1997........... -- -- -- -- -- -- -- -- (171,898) --
Total
comprehensive
income (loss).. -- -- -- -- -- -- -- -- -- --
------- ------- ---------- ------ -------- --- ----------- -------- -------- -------
Balances,
December 10,
1997
(Pre
Acquisition)... -- -- 92,062,589 61,348 303,067 -- -- -- (309,369) 1,807
Buyout of
shareholder's
interest....... -- -- -- -- -- -- (24,378,396) (292,561) -- --
Reissuance of
shares upon
Conversion of
PIK Notes...... -- -- -- -- (12,277) -- 15,180,261 182,176 -- --
Application of
push-down
accounting and
step up in
basis.......... -- -- -- -- 514,758 -- -- -- -- --
Elimination of
historical
accumulated
Deficit of UPC
attributable to
Philips........ -- -- -- -- (154,684) -- -- -- 154,684 --
Net loss for the
period from
December 11,
1997 to
December 31,
1997........... -- -- -- -- -- -- -- -- (9,144) --
Total
comprehensive
income (loss).. -- -- -- -- -- -- -- -- -- --
------- ------- ---------- ------ -------- --- ----------- -------- -------- -------
Balances,
December 31,
1997
(Post
Acquisition)... -- -- 92,062,589 61,348 650,864 -- (9,198,135) (110,385) (163,829) 1,807
Issuance of
shares for
Acquisition of
receivable..... -- -- 223,015 149 2,439 -- -- -- -- --
Contribution by
United of
additional
Investment in
affiliate...... -- -- -- -- 7,778 -- -- -- -- --
Issuance of
convertible
debt........... -- -- -- -- 10,935 -- -- -- -- --
Unrealized gain
on investment.. -- -- -- -- -- -- -- -- -- 44,223
Gain on sale of
investment..... -- -- -- -- -- -- -- -- -- (1,826)
Change in
cumulative
translation
Adjustments.... -- -- -- -- -- -- -- -- -- (14,456)
Net loss........ -- -- -- -- -- -- -- -- (563,221) --
Total
comprehensive
income (loss).. -- -- -- -- -- -- -- -- -- --
------- ------- ---------- ------ -------- --- ----------- -------- -------- -------
Balances,
December 31,
1998
(Post
Acquisition)... -- -- 92,285,604 61,497 672,016 -- (9,198,135) (110,385) (727,050) 29,748
======= ======= ========== ====== ======== === =========== ======== ======== =======
<CAPTION>
Total
---------
<S> <C>
Balances,
December 31,
1995........... 276,188
Contribution by
United of
additional
Investment in
affiliate...... 21,344
Change in
cumulative
translation
Adjustments.... 5,021
Net loss........ (88,615)
---------
Total
comprehensive
income (loss).. (83,594)
=========
Balances,
December 31,
1996
(Pre
Acquisition)... 213,938
Contribution by
United of
additional
investment in
affiliate...... 12,002
Gain on sale of
stock by
subsidiary..... 3,274
Change in
cumulative
translation
Adjustments.... (463)
Net loss for the
period from
January 1, 1997
to December 10,
1997........... (171,898)
---------
Total
comprehensive
income (loss).. (172,361)
=========
Balances,
December 10,
1997
(Pre
Acquisition)... 56,853
Buyout of
shareholder's
interest....... (292,561)
Reissuance of
shares upon
Conversion of
PIK Notes...... 169,899
Application of
push-down
accounting and
step up in
basis.......... 514,758
Elimination of
historical
accumulated
Deficit of UPC
attributable to
Philips........ --
Net loss for the
period from
December 11,
1997 to
December 31,
1997........... (9,144)
---------
Total
comprehensive
income (loss).. (9,144)
=========
Balances,
December 31,
1997
(Post
Acquisition)... 439,805
Issuance of
shares for
Acquisition of
receivable..... 2,588
Contribution by
United of
additional
Investment in
affiliate...... 7,778
Issuance of
convertible
debt........... 10,935
Unrealized gain
on investment.. 44,223
Gain on sale of
investment..... (1,826)
Change in
cumulative
translation
Adjustments.... (14,456)
Net loss........ (563,221)
---------
Total
comprehensive
income (loss).. (535,280)
=========
Balances,
December 31,
1998
(Post
Acquisition)... (74,174)
=========
</TABLE>
- -------
(footnotes on following page)
F-7
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) (2)--(Continued)
(Stated in thousands of Dutch guilders, except share amounts)
<TABLE>
<CAPTION>
Priority Stock Ordinary Stock Additional Treasury Stock
----------------- ------------------ Paid-In Deferred -------------------- Accumulated
Shares Amount Shares(2) Amount Capital Compensation Shares(2) Amount Deficit
------- ------- ----------- ------ ---------- ------------ ---------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balances,
December 31,
1998
(Post-Acquisition).. -- -- 92,285,604 61,497 672,016 -- (9,198,135) (110,385) (727,050)
Change in par
value of
ordinary shares
(unaudited).... -- -- -- (486) 486 -- -- -- --
Issuance of
priority shares
(unaudited).... 100 -- -- -- -- -- -- -- --
Issuance of
ordinary shares
in public
offering, net
of offering
costs
(unaudited).... -- -- 35,401,865 23,405 2,526,270 -- 9,198,135 110,385 --
Issuance of
convertible
debt
(unaudited).... -- -- -- -- 29,006 -- -- -- --
Issuance of
ordinary shares
upon exercise
of DIC option
(unaudited).... -- -- 1,558,654 1,030 88,619 -- -- -- --
Issuance of
warrants
(unaudited).... -- -- -- -- 64,400 -- -- -- --
Change in stock
option plan due
to public
offering
(unaudited).... -- -- -- -- 310,099 (31,772) -- -- --
Deferred
compensation
expense related
to stock
options, net
(unaudited).... -- -- -- -- 184,652 (132,276) -- -- --
Amortization of
deferred
compensation
(unaudited).... -- -- -- -- -- 93,257 -- -- --
Unrealized gain
on investment
(unaudited).... -- -- -- -- -- -- -- -- --
Change in
cumulative
translation
adjustments
(unaudited).... -- -- -- -- -- -- -- -- --
Net loss
(unaudited).... -- -- -- -- -- -- -- -- (301,170)
------- ------- ----------- ------ --------- -------- ---------- -------- ----------
Balances, June
30, 1999
(unaudited).... 100 -- 129,246,123 85,446 3,875,548 (70,791) -- -- (1,028,220)
======= ======= =========== ====== ========= ======== ========== ======== ==========
<CAPTION>
Other
Cumulatime
Comprehensive
Income
(Loss)(1) Total
------------- ----------
<S> <C> <C>
Balances,
December 31,
1998
(Post-Acquisition).. 29,748 (74,174)
Change in par
value of
ordinary shares
(unaudited).... -- --
Issuance of
priority shares
(unaudited).... -- --
Issuance of
ordinary shares
in public
offering, net
of offering
costs
(unaudited).... -- 2,660,060
Issuance of
convertible
debt
(unaudited).... -- 29,006
Issuance of
ordinary shares
upon exercise
of DIC option
(unaudited).... -- 89,649
Issuance of
warrants
(unaudited).... -- 64,400
Change in stock
option plan due
to public
offering
(unaudited).... -- 278,327
Deferred
compensation
expense related
to stock
options, net
(unaudited).... -- 52,376
Amortization of
deferred
compensation
(unaudited).... -- 93,257
Unrealized gain
on investment
(unaudited).... 300,003 300,003
Change in
cumulative
translation
adjustments
(unaudited).... 8,403 8,403
Net loss
(unaudited).... -- (301,170)
------------- ----------
Balances, June
30, 1999
(unaudited).... 338,154 3,200,137
============= ==========
</TABLE>
- -------
(1) As of December 31, 1995, 1996 and 1997 Other Cumulative Comprehensive
Income (Loss) represents foreign currency translation adjustments. As of
December 31, 1998, Other Cumulative Comprehensive Income (Loss) represents
foreign currency translation adjustments of (12,649) and unrealized gain on
investment of 42,397. As of June 30, 1999, Other Cumulative Comprehensive
Income (Loss) represents foreign currency translation adjustments of
(4,246) (unaudited) and unrealized gain on investment of 342,400
(unaudited).
(2) As adjusted for the 3:2 stock split (Note 10).
The accompanying notes are an integral part of these consolidated financial
statements.
F-8
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in thousands of Dutch guilders)
As a result of the UPC Acquisition in December 1997 (see Note 1), the
purchase method of accounting was used to record assets acquired and
liabilities assumed by the parent company. Such accounting generally results in
increased amortization and depreciation reported in future periods.
Accordingly, the accompanying financial statements of the Company are not
comparable in certain significant respects since these financial statements
report financial position, results of operations, and cash flows on two
separate accounting bases.
<TABLE>
<CAPTION>
For the Six Months
For the Years Ended December 31, Ended June 30,
-------------------------------------- ----------------------------
1996 1997 1998 1998 1999
------------ ------------ ------------ ----------- -----------
(Pre- (Pre- (Post- (Post-Acquisition)
Acquisition) Acquisition) Acquisition) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
Cash flows from
operating activities:
Net loss................ (88,615) (181,042) (563,221) (111,323) (301,170)
Adjustments to reconcile
net loss to net cash
flows from operating
activities:
Depreciation and
amortization.......... 79,832 132,888 187,646 94,953 148,404
Amortization of
deferred financing
costs................. -- 642 9,234 4,299 2,043
Accretion of DIC Loan.. -- -- -- -- 10,111
Share in results of
affiliated companies,
net................... 30,712 25,458 63,823 31,619 33,168
Compensation expense
related to stock
options............... -- 4,818 322,627 406 100,186
Minority interests in
subsidiaries.......... 2,208 (152) (1,153) (1,722) (115)
Exchange rate
differences in loans.. 20,544 43,441 (12,653) (1,405) 442
Gain on sale of
investment............ -- -- (1,826) -- (14,625)
Loss on repayment of
loan.................. -- -- -- -- 5,012
Provision for loss on
investment related
costs................. -- 18,888 6,230 -- --
Other.................. 1,173 978 1,739 1,667 (884)
Changes in assets and
liabilities:
(Increase) decrease in
receivables........... (31,932) 24,102 (19,739) (11,150) (42,017)
Increase in
inventories........... (1,611) (2,229) (8,670) (4,392) (37,277)
Increase in other non-
current Assets........ (309) (2,544) (2,004) (845) (27,288)
Increase in other
current liabilities... 25,553 69,551 77,191 52,701 56,125
(Decrease) increase in
deferred taxes and
other long-term
liabilities........... 4,975 (2,366) 13,776 (4,095) 6,098
-------- --------- -------- -------- ----------
Net cash flows from
operating activities... 42,530 132,433 73,000 50,713 (61,787)
-------- --------- -------- -------- ----------
Cash flows from
investing activities:
Restricted cash
(deposited) released,
net.................... -- (22,220) (8,043) 9,010 19,613
Purchase of parent
company's stock........ -- (66,809) -- -- --
Investment in bonds..... -- -- -- -- (34,493)
(Investments in and
advances to) repayment
from affiliated
companies, net......... 146,726 (3,869) (200,324) (486) (50,985)
Capital expenditures.... (106,647) (145,630) (281,678) (97,545) (315,377)
New acquisitions, net of
cash acquired.......... (46,473) (127,882) (210,039) (190,505) (871,161)
Release (deposit) to
acquire minority
interest in
subsidiary............. -- (47,000) 47,000 -- --
Sale of affiliated
companies.............. -- 11,070 39,737 -- 36,687
-------- --------- -------- -------- ----------
Net cash flows from
investing activities... (6,394) (402,340) (613,347) (279,526) (1,215,716)
-------- --------- -------- -------- ----------
Cash flows from
financing activities:
Proceeds from initial
public offering, net... -- -- -- -- 2,660,060
Proceeds from exercise
of option.............. -- -- -- -- 89,649
Proceeds from short-term
borrowings............. 302,959 260,560 29,390 -- 15,394
Proceeds from long-term
borrowings............. 23,113 1,141,539 529,630 270,889 682,260
Deferred financing
costs.................. -- (24,585) (10,023) (3,074) (10,598)
Repayments of long and
short-term borrowings.. (440,440) (587,929) (252,641) (205,993) (1,549,273)
(Repayments) borrowings
on note payable to
shareholder............ -- -- 176,078 129,925 (157,437)
Dividends paid to
minority shareholders.. (2,388) (171) (521) -- --
Redemption of
convertible loans...... -- (170,371) -- -- --
Purchase shares from
shareholder............ -- (292,561) -- -- --
Repayments on short-term
note................... -- -- -- -- (36,358)
-------- --------- -------- -------- ----------
Net cash flows from
financing activities... (116,756) 326,482 471,913 191,747 1,693,697
-------- --------- -------- -------- ----------
Effect of exchange rates
on cash................ 366 (72) (2,139) (910) 319
-------- --------- -------- -------- ----------
Net increase (decrease)
in cash and cash
equivalents............ (80,254) 56,503 (70,573) (37,976) 416,513
Cash and cash
equivalents at
beginning of period.... 123,895 43,641 100,144 100,144 29,571
-------- --------- -------- -------- ----------
Cash and cash
equivalents at end of
period................. 43,641 100,144 29,571 62,168 446,084
======== ========= ======== ======== ==========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-9
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
CONSOLIDATED STATEMENTS OF CASH FLOWS--(Continued)
(Stated in thousands of Dutch guilders)
As a result of the UPC Acquisition in December 1997 (see Note 1), the
purchase method of accounting was used to record assets acquired and
liabilities assumed by the parent company. Such accounting generally results in
increased amortization and depreciation reported in future periods.
Accordingly, the accompanying financial statements of the Company are not
comparable in certain significant respects since these financial statements
report financial position, results of operations, and cash flows on two
separate accounting bases.
<TABLE>
<CAPTION>
For the Six Months
For the Year Ended December Ended June 30,
-------------------------------------- -----------------------
1996 1997 1998 1998 1999
------------ ------------ ------------ ----------- -----------
(Pre- (Pre- (Post- (Post-Acquisition)
Acquisition) Acquisition) Acquisition) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
Non-cash investing and financing activities:
Issuance of shares upon conversion of PIK notes............. -- 169,899 -- -- --
======= ======= ======== ======== ========
Contribution of net assets of Dutch cable systems to new
joint venture.............................................. -- -- 259,153 -- --
======= ======= ======== ======== ========
Purchase money notes payable to sellers..................... -- -- 36,720 -- --
======= ======= ======== ======== ========
Acquisition of interest in affilate for United stock........ -- -- 9,935 -- --
======= ======= ======== ======== ========
Unrealized gain on investment............................... -- -- 42,397 36,632 300,003
======= ======= ======== ======== ========
Issuance of warrants........................................ -- -- -- -- 64,400
======= ======= ======== ======== ========
Purchase money note payable to sellers...................... -- -- -- 36,720 --
======= ======= ======== ======== ========
Supplemental cash flow disclosures:
Cash paid for interest...................................... (32,674) (80,810) (69,066) (34,816) (75,050)
======= ======= ======== ======== ========
Cash received for interest.................................. 2,757 5,077 6,990 1,030 12,638
======= ======= ======== ======== ========
Acquisition of Dutch cable assets:
Property, plant and equipment and other assets.............. -- -- (106,000) (106,000) --
Goodwill.................................................... -- -- (74,762) (74,762) --
------- ------- -------- -------- --------
Total cash paid............................................. -- -- (180,762) (180,762) --
======= ======= ======== ======== ========
Acquisition of Norway cable systems:
Working capital............................................. 2,221 3,790 -- -- --
Property, plant and equipment............................... (90,413) (23,541) -- -- --
Goodwill and other intangible assets........................ (71,509) (69,673) -- -- --
Other assets................................................ -- (57) -- -- --
Short-term debt............................................. 140,619 2,854 -- -- --
Other liabilities........................................... 10,271 1,557 -- -- --
------- ------- -------- -------- --------
Total cash paid............................................. (8,811) (85,070) -- -- --
======= ======= ======== ======== ========
Acquisition of remaining interest in UPC:
Property, plant and equipment............................... -- 18,271 -- -- --
Investments in and advances to affiliates................... -- 129,742 -- -- --
Goodwill.................................................... -- 366,745 -- -- --
------- ------- -------- -------- --------
Total allocation of purchase accounting Adjustments......... -- 514,758 -- -- --
======= ======= ======== ======== ========
Acquisition of 49% of UTH:
Property, plant and equipment............................... -- -- -- -- (349,306)
Investments in affiliated companies......................... -- -- -- -- (91,319)
Goodwill.................................................... -- -- -- -- (560,880)
Long-term liabilities....................................... -- -- -- -- 472,945
Net current liabilities..................................... -- -- -- -- 10,499
------- ------- -------- -------- --------
Total cash paid............................................. -- -- -- -- (518,061)
------- ------- -------- -------- --------
Cash acquired............................................... -- -- -- -- 26,576
------- ------- -------- -------- --------
- -------------------------------------------------- -- -- -- -- (491,485)
======= ======= ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-10
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
CONSOLIDATED STATEMENTS OF CASH FLOWS--(Continued)
(Stated in thousands of Dutch guilders)
<TABLE>
<CAPTION>
For the Six Months
For the Year Ended December Ended June 30,
-------------------------------------- -----------------------
1996 1997 1998 1998 1999
------------ ------------ ------------ ----------- -----------
(Pre- (Pre- (Post- (Post-Acquisition)
Acquisition) Acquisition) Acquisition) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
Acquisition of 100% of GelreVision:
Property, plant and equipment............................... -- -- -- -- (105,237)
Goodwill.................................................... -- -- -- -- (143,423)
Long term liabilities....................................... -- -- -- -- 9,023
Net current liabilities..................................... -- -- -- -- 5,712
------- ------- ------- ------- --------
Total cash paid............................................. -- -- -- -- (233,925)
Cash acquired............................................... -- -- -- -- 290
------- ------- ------- ------- --------
-- -- -- -- (233,635)
======= ======= ======= ======= ========
Acquisition of 100% of SKT:
Property, plant and equipment............................... -- -- -- -- (42,003)
Goodwill.................................................... -- -- -- -- (42,127)
Net current assets.......................................... -- -- -- -- (6,520)
------- ------- ------- ------- --------
Total cash paid............................................. -- -- -- -- (90,650)
Cash acquired............................................... -- -- -- -- 2,449
------- ------- ------- ------- --------
-- -- -- -- (88,201)
======= ======= ======= ======= ========
Acquisition of 95.7% of RCF:
Property, plant and equipment............................... -- -- -- -- (113,417)
Goodwill.................................................... -- -- -- -- (13,633)
Net current assets.......................................... -- -- -- -- (12,241)
Long-term liabilities....................................... -- -- -- -- 81,382
------- ------- ------- ------- --------
Total cash paid............................................. -- -- -- -- (57,909)
Cash acquired............................................... -- -- -- -- 69
- --------------------------------------------------
------- ------- ------- ------- --------
-- -- -- -- (57,840)
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-11
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1997 (Pre-Acquisition),
AS OF DECEMBER 31, 1997 AND 1998 (Post-Acquisition),
FOR THE YEAR ENDED DECEMBER 31, 1998 (Post-Acquisition),
FOR THE SIX MONTHS ENDED JUNE 30, 1998 (Unaudited) (Post-Acquisition),
AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 1999 (Unaudited) (Post-Acquisition)
(Monetary amounts stated in thousands of Dutch guilders, except share and per
share amounts)
1. Organization and Nature of Operations
United Pan-Europe Communications N.V., formerly known as United and Philips
Communications B.V. ("UPC" or the "Company"), was formed for the purpose of
acquiring and developing multi-channel television and telecommunications
systems in Europe. On July 13, 1995, UnitedGlobalCom, Inc. ("United"),
(formerly known as United International Holdings, Inc.), a United States of
America corporation, and Philips Electronics N.V. ("Philips"), contributed
their respective ownership interests in European and Israeli multi-channel
television systems to UPC. Philips contributed to UPC its 95% interest in cable
television systems in Austria, its 100% interest in cable television systems in
Belgium, and its minority interests in multi-channel television systems in
Germany, The Netherlands (KTE) and France (Citecable). United contributed its
interests in multi-channel television systems in Israel, Ireland, the Czech
Republic, Malta, Norway, Hungary, Sweden and Spain. United also contributed
United States dollars ("$")78.2 million in cash (including accrued interest of
$3.2 million) to UPC and issued to Philips 3,169,151 shares of its Class A
Common Stock having a value of $50.0 million (at date of closing). In addition,
UPC issued to Philips $133.6 million of convertible subordinated pay-in-kind
notes (the "PIK Notes"). As a result of this transaction, United and Philips
each owned a 50% economic and voting interest in UPC.
On December 11, 1997, United acquired Philips' 50% interest in UPC (the
"UPC Acquisition"), thereby making it an effectively wholly-owned subsidiary of
United (subject to certain employee equity incentive compensation arrangements)
through its wholly-owned subsidiary UIH Europe, Inc. ("UIHE"). The entity's
name was changed to United Pan-Europe Communications N.V., and its legal seat
was transferred from Eindhoven to Amsterdam. Through its cable-based
communications networks in 10 countries in Europe and in Israel, UPC currently
offers cable television services and is further developing and upgrading its
network to provide digital video, voice and Internet/data services in its
Western European markets.
As part of the UPC Acquisition, (i) UPC purchased the 3,169,151 shares of
Class A Common Stock of United held by Philips (66,800), (ii) United purchased
169,899 of the accreted amount of UPC's PIK Notes and redeemed them for
15,180,261 shares of UPC, (iii) UPC repaid to Philips the remaining 170,371
accreted amount of the PIK Notes (339,800), (iv) United purchased 13,121,604
shares of UPC directly from Philips, and (v) UPC repurchased Philips' remaining
equity interest in UPC (24,378,396 shares). The UPC Acquisition was financed
with proceeds from a long-term revolving credit facility through UPC with a
syndicate of banks (305,200) (the "Senior Revolving Credit Facility"), a bridge
bank facility through a subsidiary of UPC $111,200 (224,000) (the "Bridge Bank
Facility") and a cash investment by United of 327,400. Approximately 479,000
drawn on the Senior Revolving Credit Facility was used to repay existing debt
of UPC in conjunction with the UPC Acquisition.
United acquisition of Philips' interest in UPC was accounted for as a step
acquisition under purchase accounting. As a result of UPC becoming effectively
wholly owned by United, such purchase accounting adjustments, along with
existing basis differences, were pushed down to the financial statements of UPC
and a new basis of accounting was established for the UPC net assets acquired
by United. As of December 11, 1997, the proportional net assets of UPC acquired
by United were recorded at fair market value based on the purchase price paid
by United, along with additional basis differences at the United
F-12
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Monetary amounts stated in thousands of Dutch guilders, except share and per
share amounts)
level existing as of that date. The total consideration paid to Philips for
their 50% interest in UPC, the resulting amount paid in excess of Philips'
proportionate share of UPC's net assets at that date plus United's existing
basis in excess of their proportionate share of UPC's net assets is summarized
below. In addition, the table below presents how such total excess was
allocated to UPC's underlying assets as of December 11, 1998.
<TABLE>
<S> <C>
UPC's net asset value at December 10, 1997........................ 56,853
Cash paid to Philips by UPC for 24,378,396 shares in UPC.......... (292,561)
Conversion by United of PIK notes acquired from Philips at cost to
15,180,261 of UPC's shares....................................... 169,899
--------
UPC's net asset value prior to application of push down
accounting....................................................... (65,809)
--------
United's proportionate share of UPC's net assets at December 10,
1997............................................................. 28,427
United's existing basis difference related to their original
interest in UPC dating back to July 1995 formation of UPC (as
adjusted through December 10, 1997).............................. 93,184
Cash paid to Philips by United for 13,121,604 shares in UPC....... 157,439
Conversion by United of PIK notes acquired from Philips at cost to
15,180,261 of UPC's shares....................................... 169,899
--------
448,494
--------
Total purchase accounting adjustment............................ 514,758
========
</TABLE>
The total purchase accounting adjustments were allocated to UPC's
underlying assets as follows:
<TABLE>
<S> <C>
Property, plant and equipment....................................... 18,271
Investment in and advances to affiliates............................ 129,742
Goodwill............................................................ 366,745
--------
Total............................................................. 514,758
========
</TABLE>
As a result of the UPC Acquisition and the associated push-down of United
basis on December 11, 1997, the consolidated balance sheets as of December 31,
1998 and 1997 as well as the consolidated statements of operations and cash
flows subsequent to December 31, 1998 are presented on a "post-acquisition"
basis. The primary difference in the consolidated statement of operations
presented on a "post-acquisition" basis compared to a "pre-acquisition" basis
consists of additional depreciation and amortization on the above purchase
accounting adjustments. The consolidated statements of operations and cash
flows for the year ended December 31, 1997 include the post-acquisition
results of the Company for the period from December 11, 1997 through December
31, 1997, which reflects 1,980 of new basis depreciation and amortization
resulting from push-down accounting as well as approximately 4,034 of interest
expense from purchase related indebtedness. Due to immateriality, the entire
fiscal year ended December 31, 1997 is presented as "pre-acquisition" in the
accompanying consolidated statements of operations and cash flows.
F-13
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Monetary amounts stated in thousands of Dutch guilders, except share and per
share amounts)
The following pro forma consolidated operating results for the years ended
December 31, 1997 and 1996 give effect to the UPC Acquisition as if it had
occurred at the beginning of the periods presented. This pro forma consolidated
financial information does not purport to represent what the Company's results
of operations would actually have been if such transaction had in fact occurred
on such dates. he pro forma adjustments are based upon currently available
information and upon certain assumptions that management believes are
reasonable.
<TABLE>
<CAPTION>
For the Year Ended For the Year Ended
December 31, 1997 December 31, 1996
------------------------ ------------------------
Historical Pro Forma(1) Historical Pro Forma(1)
---------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
Service and other revenue... 337,255 337,255 245,179 245,179
Operating expense........... (118,508) (118,508) (82,439) (82,439)
Selling, general and
administrative expense..... (119,067) (119,067) (81,176) (81,176)
Depreciation and
amortization............... (132,888) (158,920) (79,832) (105,195)
---------- ---------- ---------- ----------
Net operating income
(loss)................... (33,208) (59,240) 1,732 (23,631)
Interest income............. 6,512 6,512 2,757 2,757
Interest expense............ (41,995) (83,221) (14,263) (55,465)
Interest expense, related
party...................... (28,743) -- (24,212) --
Provision for loss on
investment related costs... (18,888) (18,888) -- --
Foreign exchange loss and
other expense.............. (41,063) (32,622) (21,200) (16,906)
---------- ---------- ---------- ----------
Net loss before income
taxes and other items.... (157,385) (187,459) (55,186) (93,245)
Share in results of
affiliated companies, net.. (25,458) (33,627) (30,712) (39,361)
Minority interests in
subsidiaries............... 152 152 (2,208) (2,208)
Income tax benefit
(expense).................. 1,649 1,649 (509) (509)
---------- ---------- ---------- ----------
Net loss.................. (181,042) (219,285) (88,615) (135,323)
========== ========== ========== ==========
Basic and diluted net loss
per ordinary share......... (1.98) (2.64) (0.96) (1.63)
---------- ---------- ---------- ----------
Weighted-average number of
ordinary shares
outstanding................ 91,533,381 82,864,454 92,062,589 82,864,454
========== ========== ========== ==========
</TABLE>
- --------
(1) Includes additional depreciation and amortization related to the step-up in
basis in tangible assets, investments in and advances to affiliated
companies and new goodwill, interest expense from the Senior Revolving
Credit Facility and the Bridge Bank Facility, net of elimination of
historical interest expense on the PIK Notes and refinanced credit
facilities, and foreign exchange loss on the U.S. dollar-denominated Bridge
Bank Facility, net of elimination of historical foreign exchange loss on
the PIK Notes.
F-14
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Monetary amounts stated in thousands of Dutch guilders, except share and per
share amounts)
The following chart presents a summary of the Company's significant
investments in multi-channel television, programming and telephony operations
as of December 31, 1998:
UPC
<TABLE>
<S> <C>
Austria:
Telekabel Group ("Telekabel Group").................................... 95.0%
Belgium:
Radio Public N.V./S.A. ("TVD")......................................... 100.0%
Czech Republic:
KabelNet............................................................... 100.0%
Ceska Programova Spolecnost SRO ("TV Max")............................. 100.0%
France:
Mediareseaux Marne S.A. ("Mediareseaux")(1)............................ 99.6%
Hungary:
Telekabel Hungary ("Telekabel Hungary")................................ 79.3%
Telekabel Hungary Programming.......................................... 50.0%
Monor Communications Group, Inc. ("Monor")............................. 44.75%
Ireland:
Tara Television Limited ("Tara")....................................... 80.0%
Israel: (through UII)
Tevel Israel International Communications Ltd. ("Tevel")............... 46.6%
Malta: (through UII)
Melita Cable TV P.L.C. ("Melita")...................................... 50.0%
The Netherlands:
United Telekabel Holding N.V. ("UTH")(2)............................... 51.0%
Norway:
Janco Multicom ("Janco Multicom")...................................... 100.0%
Romania:
Multicanal Holdings.................................................... 100.0%
Control Cable Ventures................................................. 100.0%
Eurosat................................................................ 51.0%
Slovak Republic:
Trnavatel.............................................................. 75.0%
Kabeltel............................................................... 100.0%
</TABLE>
- --------
(1) The minority shareholder holds warrants giving it the right to purchase for
a nominal amount new shares corresponding to 4.6% of Mediareseaux's share
capital. Accordingly, we have a 95% economic interest in Mediareseaux.
(2) On August 6, 1998, UPC merged its Dutch cable television systems consisting
of its 50% interest in A2000 Holding N.V. ("A2000") and its wholly owned
subsidiary Cable Network Brabant Holding B.V. ("CNBH") with those of a
Dutch energy company ("NUON"), forming a new company, UTH. Following the
merger, UPC held 51% of UTH. In February 1999, UPC exercised its ability to
increase its interest to 100% (see Note 3).
F-15
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Monetary amounts stated in thousands of Dutch guilders, except share and per
share amounts)
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements of the Company have been
prepared in accordance with United States generally accepted accounting
principles. The preparation of financial statements in conformity with United
States generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
In December 1998 and February 1999, UPC acquired telephony and programming
assets from United through the issuance of new shares (see Notes 3 and 16). As
the acquisition was between entities under common control, the transaction was
accounted for at historical cost, similar to pooling of interests accounting.
It is generally accepted that, consistent with a pooling-of-interests
accounting, prior period financial statements of the transferee are restated
for all periods in which the transferred operations were part of parent's
consolidated financial statements. Accordingly, we have restated all periods
presented as if UPC had acquired the telephony and programming assets from
United as of the date of United's initial investment.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of
UPC and all subsidiaries where it exercises a controlling financial interest
through the ownership of a majority voting interest, except for UTH, from
inception through February 1, 1999 where because of certain minority
shareholder's rights the Company accounts for its investment in UTH using the
equity method of accounting. On February 17, 1999, UPC acquired the minority
shareholder's interest in UTH and began consolidating UTH effectively February
1, 1999. All significant intercompany accounts and transactions have been
eliminated in consolidation.
Cash and Cash Equivalents
Cash and cash equivalents include cash and investments with original
maturities of less than three months.
Allowance for Doubtful Accounts
The allowance for doubtful accounts is based upon the Company's assessment
of probable loss related to overdue accounts receivable. Upon disconnection of
the subscriber, the account is fully reserved. The allowance is maintained on
the books until receipt of payment, the account is deemed uncollectable or a
maximum of three years.
Restricted Cash
Cash held as collateral for letters of credit and other loans is classified
based on the expected expiration of such facilities.
Costs to be Reimbursed by Affiliated Companies
The Company incurs costs on behalf of affiliated companies, such as
salaries and benefits, travel and professional services. These costs are
reimbursed by the affiliated companies.
F-16
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Monetary amounts stated in thousands of Dutch guilders, except share and per
share amounts)
Marketable Equity Securities of Parent
The Company classifies its investments in marketable equity securities of
United as available-for-sale and reports such investments at fair market value.
Unrealized gains and losses are charged or credited to equity, realized gains
and losses and other than temporary declines in market value are included in
operations.
Investments in and Advances to Affiliated Companies, Accounted for under the
Equity Method
For those investments in companies in which the Company's ownership
interest is 20% to 50%, its investments are held through a combination of
voting common stock, preferred stock, debentures or convertible debt and/or the
Company exerts significant influence through board representation and
management authority, or in which majority control is deemed to be temporary,
the equity method of accounting is used. Under this method, the investment,
originally recorded at cost, is adjusted to recognize the Company's
proportionate share of net earnings or losses of the affiliates, limited to the
extent of the Company's investment in and advances to the affiliates, including
any debt guarantees or other contractual funding commitments. The Company's
proportionate share of net earnings or losses of affiliates includes the
amortization of the excess of its cost over its proportionate interest in each
affiliate's net tangible assets or the excess of its proportionate interest in
each affiliate's net tangible assets in excess of its cost.
Property, Plant and Equipment
Property, plant and equipment is stated at cost. Additions, replacements,
installation costs and major improvements are capitalized, and costs for normal
repair and maintenance of property, plant and equipment are charged to expense
as incurred. Assets constructed by subsidiaries of UPC incorporate overhead
expense and interest charges incurred during the period of construction;
investment subsidies are deducted. Depreciation is calculated using the
straight-line method over the economic life of the asset, taking into account
the residual value. The economic lives of property, plant and equipment at
acquisition are as follows:
<TABLE>
<S> <C>
Cable distribution networks................................... 7-20 years
Subscriber installation costs and converters.................. 5 years
MMDS distribution facilities.................................. 7-20 years
Office equipment, furniture and fixtures...................... 3-8 years
Buildings and leasehold improvements.......................... 20-33 years
Other......................................................... 3-10 years
</TABLE>
Goodwill and Other Intangible Assets
The excess of investments in consolidated subsidiaries over the net
tangible asset value at acquisition is amortized on a straight line basis over
15 years. Licenses in newly-acquired companies are recognized at the fair
market value of those licenses at the date of acquisition. Licenses in new
franchise areas include the capitalization of direct costs incurred in
obtaining the license. The license value is amortized on a straight-line basis
over the initial license period, up to a maximum of 20 years.
Recoverability of Tangible and Intangible Assets
The Company evaluates the carrying value of all tangible and intangible
assets whenever events or circumstances indicate the carrying value of assets
may exceed their recoverable amounts. An impairment
F-17
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Monetary amounts stated in thousands of Dutch guilders, except share and per
share amounts)
loss is recognized when the estimated future cash flows (undiscounted and
without interest) expected to result from the use of an asset are less than the
carrying amount of the asset. Measurement of an impairment loss is based on
fair value of the asset computed using discounted cash flows if the asset is
expected to be held and used. Measurement of an impairment loss for an asset
held for sale would be based on fair market value less estimated costs to sell.
Deferred Financing Costs
Costs to obtain debt financing are capitalized and amortized over the life
of the debt facility using the effective interest method.
Other Comprehensive Income
The Company has adopted Statement of Financial Accounting Standards No.
130, "Reporting Comprehensive Income" ("SFAS 130"), which requires that an
enterprise (i) classify items of other comprehensive income by their nature in
a financial statement and (ii) display the accumulated balance of other
comprehensive income separately from retained earnings and additional paid-in
capital in the equity section of a statement of financial position.
Revenue Recognition
Revenue is primarily derived from the sale of cable television services to
subscribers and is recognized in the period the related services are provided.
Initial installation fees are recognized as revenue in the period in which the
installation occurs, to the extent installation fees are equal to or less than
direct selling costs, which are expensed. To the extent installation fees
exceed direct selling costs, the excess fees are deferred and amortized over
the average contract period. All installation fees and related costs with
respect to reconnections and disconnections are recognized in the period in
which the reconnection or disconnection occurs because reconnection fees are
charged at a level equal to or less than related reconnection costs.
Concentration of Credit Risk
Financial instruments which potentially subject the Company to
concentrations of credit risk consist principally of trade receivables.
Concentrations of credit risk with respect to trade receivables are limited due
to the Company's large number of customers and their dispersion across many
different countries in Europe.
Stock-Based Compensation
Stock-based compensation is recognized using the intrinsic value method for
the Company's stock option plans, which results in compensation expense for the
difference between the grant price and the fair market value at each new
measurement date.
Income Taxes
The Company accounts for income taxes under the asset and liability method
which requires recognition of deferred tax assets and liabilities for the
expected future income tax consequences of transactions which have been
included in the financial statements or tax returns. Under this method,
deferred tax assets and liabilities are determined based on the difference
between the financial statement
F-18
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Monetary amounts stated in thousands of Dutch guilders, except share and per
share amounts)
and income tax basis of assets, liabilities and loss carryforwards using
enacted tax rates in effect for the year in which the differences are expected
to reverse. Net deferred tax assets are then reduced by a valuation allowance
if management believes it is more likely than not they will not be realized.
Withholding taxes are taken into consideration in situations where the income
of subsidiaries is to be paid out as dividends in the near future. Such
withholding taxes are generally charged to income in the year in which the
dividend income is generated.
Basic and Diluted Loss Per Share
The Company has adopted Statement of Financial Accounting Standards No.
128, "Earnings Per Share" ("SFAS 128"). "Basic loss per share" is determined by
dividing net loss available to ordinary shareholders by the weighted-average
number of ordinary shares outstanding during each period. "Diluted loss per
share" includes the effects of potentially issuable common stock, but only if
dilutive. Therefore, the Company's stock option plans and convertible
securities are excluded from the Company's diluted loss per share for all
periods presented because their effect would be anti-dilutive.
Foreign Operations and Foreign Exchange Rate Risk
The functional currency for the Company's foreign operations is the
applicable local currency for each affiliate company. Assets and liabilities of
foreign subsidiaries for which the functional currency is the local currency
are translated at exchange rates in effect at period-end, and the statements of
operations are translated at the average exchange rates during the period.
Exchange rate fluctuations on translating foreign currency financial statements
into Dutch guilders that result in unrealized gains or losses are referred to
as translation adjustments. Cumulative translation adjustments are recorded as
a separate component of shareholders' equity included in Other Comprehensive
Income (Loss).
Transactions denominated in currencies other than the local currency are
recorded based on exchange rates at the time such transactions arise.
Subsequent changes in exchange rates result in transaction gains and losses
which are reflected in income as unrealized (based on period-end translations)
or realized upon settlement of the transactions.
Cash flows from the Company's operations in foreign countries are
translated based on their functional currencies. As a result, amounts related
to assets and liabilities reported on the consolidated statements of cash flows
will not agree to changes in the corresponding balances on the consolidated
balance sheets. The effects of exchange rate changes on cash balances held in
foreign currencies are reported as a separate line below cash flows from
financing activities.
The Company and certain of its operating companies have notes payable and
notes receivable that are denominated in a currency other than their own
functional currency. In general, the Company and the operating companies do not
execute hedge transactions to reduce the Company's exposure to foreign currency
exchange rate risks. Accordingly, the Company may experience economic loss and
a negative impact on earnings and equity with respect to its holdings solely as
a result of foreign currency exchange rate fluctuations.
On January 1, 1999, eleven of the fifteen member countries of the European
Union fixed their conversion rates between their existing sovereign currencies
and the Euro, eliminating the foreign exchange rate fluctuation exposure of UPC
related to its operating subsidiaries in the eleven countries (includes UPC's
subsidiaries in The Netherlands, Austria, Belgium, France, Ireland and Spain).
UPC's investments in countries outside the eleven countries which have adopted
the Euro include Norway, Hungary, Israel and Malta.
F-19
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Monetary amounts stated in thousands of Dutch guilders, except share and per
share amounts)
New Accounting Principles
The Financial Accounting Standards Board recently issued Statement of
Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information" ("SFAS 131"), which requires that a public
business enterprise report certain financial and descriptive information about
its reportable segments. The Company adopted SFAS 131 for the year ended
December 31, 1998.
In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-1 "Accounting For the Costs of Computer
Software Developed or Obtained for Internal Use" ("SOP 98-1"), which provides
guidance on accounting for the costs of computer software developed or obtained
for internal use. SOP 98-1 identifies the characteristics of internal-use
software and provides examples to assist in determining when computer software
is for internal use. SOP 98-1 is effective for financial statements for fiscal
years beginning after December 15, 1998, for projects in progress and
prospectively, with earlier application encouraged. Management believes that
the adoption of SOP 98-1 will not have a material effect on the financial
statements.
The American Institute of Certified Public Accountants recently issued
Statement of Position 98-5, "Reporting on the Costs of Start-Up Activities"
("SOP 98-5"), which is required to be adopted by affected companies for fiscal
years beginning after December 15, 1998. SOP 98-5 defines start-up and
organization costs, which must be expensed as incurred. In addition, all
deferred start-up and organization costs existing as of January 1, 1999 must be
written-off and accounted for as a cumulative effect of an accounting change.
The Company does not expect the adoption of SOP 98-5 to have a material effect
on its financial position or results of operations.
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 SFAS 133, accounting for changes in fair value of a
derivative depends on its intended use and designation. SFAS 133 is effective
for fiscal years beginning after June 15, 1999. The Company is currently
assessing the effect of this new standard.
In June 1999, the FASB approved Statement of Financial Accounting Standards
No. 137, "Accounting for Derivative Instruments and Hedging Activities--
Deferral of the Effective Date of FASB Statement No. 133" ("SFAS 137"). SFAS
137 amends the effective date of SFAS 133. SFAS 133 will now be effective for
fiscal quarters of all fiscal years beginning after June 15, 2000. The Company
currently is assessing the effect of this new standard.
3. Acquisitions and Dispositions
Norkabel
In October 1996, the Company increased its ownership in Norkabelgruppen A/S
("Norkabel") from 8.3% to 100% for a purchase price of Norwegian kroner
("NKr")32.5 million (8,811). Details of the net assets acquired were as follows
(using the exchange rate as of December 31, 1996):
<TABLE>
<S> <C>
Working capital................................................. (2,221)
Property, plant and equipment................................... 90,413
Goodwill and other intangible assets............................ 71,509
Short-term debt................................................. (140,619)
Other liabilities............................................... (10,271)
--------
Total cash paid............................................... 8,811
========
</TABLE>
F-20
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Monetary amounts stated in thousands of Dutch guilders, except share and per
share amounts)
The following pro forma condensed consolidated operating results for the
period ended December 31, 1996 gives effect to the acquisition of Norkabel as
if it had occurred at the beginning of the period presented. This pro forma
condensed consolidated financial information does not purport to represent what
the Company's results of operations would actually have been if such
transaction had in fact occurred on such date. The pro forma adjustments are
based upon currently available information and upon certain assumptions that
management believes are reasonable.
<TABLE>
<CAPTION>
For the Year Ended
December 31, 1996
----------------------
Historical Pro Forma
---------- ----------
<S> <C> <C>
Service and other revenue.......................... 245,179 288,749
========== ==========
Net loss........................................... (88,615) (121,097)
========== ==========
Basic and diluted net loss per ordinary share...... (0.96) (1.32)
========== ==========
Weighted-average number of ordinary shares
outstanding....................................... 92,062,589 92,062,589
========== ==========
</TABLE>
Janco Kabel-TV
In January 1997, UPC purchased a 70.2% interest in Janco Kabel-TV A/S
("Janco") for NKr313.8 million (85,070). Concurrent with the transaction, UPC
deposited 47,000 with a bank as collateral for an obligation to seller to
purchase the remaining 29.8% interest. Details of the net assets acquired at
70.2% were as follows (using the exchange rate as of December 31, 1996):
<TABLE>
<S> <C>
Working capital................................................... (3,790)
Property, plant and equipment..................................... 23,541
Goodwill and other intangible assets.............................. 69,673
Other assets...................................................... 57
Short-term debt................................................... (2,854)
Other liabilities................................................. (1,557)
------
Total cash paid................................................. 85,070
======
</TABLE>
In November 1997, UPC's wholly-owned subsidiary Norkabel merged with and
into UPC's 70.2%-owned subsidiary, Janco, to give UPC an 87.3% interest in the
new entity Janco Multicom. UPC received a call option and the minority
shareholder received a put option to acquire or respectively sell all the
remaining minority shareholders interest of Janco Multicom AS. In November
1998, UPC exercised its call option and acquired the remaining minority
shareholder interest in Janco Multicom AS for 37,200. The residual restricted
funds held with a bank as collateral were released.
The following pro forma condensed consolidated operating results for the
year ended December 31, 1996 gives effect to the acquisition of Janco as if it
had occurred at the beginning of 1996. This pro forma condensed consolidated
financial information does not purport to represent what the Company's results
of operations would actually have been if such transaction had in fact occurred
on such date. The pro forma adjustments are based upon currently available
information and upon certain assumptions that management believes are
reasonable.
F-21
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Monetary amounts stated in thousands of Dutch guilders, except share and per
share amounts)
<TABLE>
<CAPTION>
For the Year Ended
December 31, 1996
----------------------
Historical Pro Forma
---------- ----------
<S> <C> <C>
Service and other revenue.......................... 245,179 270,467
========== ==========
Net loss........................................... (88,615) (102,378)
========== ==========
Basic and diluted net loss per ordinary share...... (0.96) (1.11)
========== ==========
Weighted-average number of ordinary shares
outstanding....................................... 92,062,589 92,062,589
========== ==========
</TABLE>
Combivisie
Effective January 1, 1998, UPC acquired certain assets, including The
Netherlands cable systems of Stichting Combivisie Regio ("Combivisie"), for
180,762. The purchase was funded with a 60,000 draw on the Senior Revolving
Credit Facility and 120,762 of bank financing. Details of the net assets
acquired were as follows:
<TABLE>
<S> <C>
Property, plant and equipment and other assets.................... 106,000
Goodwill.......................................................... 74,762
-------
Total cash paid................................................. 180,762
=======
</TABLE>
The following pro forma condensed consolidated operating results for the
years ended December 31, 1997 and 1996 give effect to the acquisition of
Combivisie 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 of operations would actually have been if
such transaction had in fact occurred on such date. The pro forma adjustments
are based upon currently available information and upon certain assumptions
that management believes are reasonable.
<TABLE>
<CAPTION>
For the Year Ended For the Year Ended
December 31, 1996 December 31, 1997
---------------------- ----------------------
Historical Pro Forma Historical Pro Forma
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Service and other revenue.. 245,179 272,322 337,255 366,227
========== ========== ========== ==========
Net loss................... (88,615) (90,919) (181,042) (182,330)
========== ========== ========== ==========
Basic and diluted net loss
per ordinary share........ (0.96) (0.99) (1.98) (1.99)
========== ========== ========== ==========
Weighted-average number of
ordinary shares
outstanding............... 92,062,589 92,062,589 91,533,381 91,533,381
========== ========== ========== ==========
</TABLE>
Telekabel Hungary
On June 29, 1998, UPC acquired Time Warner Entertainment Company's ("TWE")
interest in its Hungarian multi-channel television system assets for $9,500
(19,380) in cash and a non-interest bearing promissory note in the amount of
$18,000 (36,720) (the "Time Warner Note"). UPC and TWE retained their
respective percentage interests in the programming assets in Hungary. UPC has
granted TWE an option to acquire UPC's interest in such programming assets as
well as TV Max in consideration for the cancellation of the Time Warner Note.
On June 30, 1998, UPC merged its 100%-owned Hungarian multi-
F-22
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Monetary amounts stated in thousands of Dutch guilders, except share and per
share amounts)
channel television systems ("Kabelkom") with Hungary's second largest multiple
system operator to form the new joint venture Telekabel Hungary. UPC retains a
79.25% ownership interest in the new entity. In March 1999, Time Warner
exercised their option to acquire UPC's interest in the programming assets and
TV Max (See Note 16.)
A2000
In July 1995, prior to the formation of UPC, Philips Media and US WEST
formed a 50/50 joint venture ("A2000") for the purpose of acquiring certain
cable television distribution networks in the Amsterdam, Netherlands area. In
connection with this transaction Philips and US WEST borrowed NLG680 million on
a bridge loan basis from a bank. Such funds were used to (i) purchase from
certain municipalities licenses totaling NLG360 million (ii) make initial
capital contributions to A2000 totaling NLG90 million and (iii) fund
intercompany loans to A2000 totaling NLG230 million. Upon UPC's formation,
Philips Media assigned its ownership interest in licenses and its investment
and advances in A2000 to UPC. The following table reflects the amounts recorded
on UPC's books as a result of this transaction:
<TABLE>
<S> <C>
Licenses........................................................ 180,000
Investment and advances......................................... 160,000
Debt............................................................ (340,000)
</TABLE>
Subsequently, UPC and US WEST contributed approximately NLG45 million each
to a subsidiary of A2000 in order to increase its statutory equity for
financing purposes. During January 1996, A2000 obtained long-term financing of
NLG320 million and on behalf of UPC and US WEST reduced the bridge loan. UPC
and US WEST repaid the remaining portion of the bridge loan (totaling NLG360
million) through equal contributions of NLG180 million. UPC accounted for its
50% ownership interest in A2000 (until it was contributed into UTH) as an
equity method investment.
UTH
On August 6, 1998, UPC merged its Dutch cable television systems with those
of NUON, forming a new company, UTH (the "UTH Transaction"), which was
accounted for as the formation of a joint venture with NUON's and UPC's net
assets recorded at their historical carrying values. Following the merger, UPC
holds 51% of UTH. The agreement provides UPC with a call option exercisable
after August 6, 1999 to acquire 50% of NUON's 49% ownership interest in UTH. If
UPC exercises the call option, NUON can exercise the secondary put option,
requiring UPC to purchase its remaining interest in UTH. The agreement provides
NUON with a put option exercisable after August 6, 1999 to require UPC to
purchase 50% of NUON's 49% interest in UTH. If NUON exercises the put option,
UPC can exercise the secondary call option, requiring NUON to sell its
remaining interest in UTH to UPC. The UTH shareholder agreement provides for
essentially joint governance by NUON and UPC on almost all significant
participating and protective type rights until either the call or put option is
exercised. Although UPC retains a majority economic and voting interest in UTH,
because of joint governance on most significant operating decisions, UPC
accounts for its investment in UTH using the equity method of accounting.
On February 17, 1999, the Company acquired the remaining 49% of UTH from
NUON (the "NUON Transaction") for NLG518.1 million. In addition, UPC repaid
NUON and assumed from NUON a NLG33.3 million subordinated loan, including
accrued interest, dated December 31, 1998, owed by UTH to NUON. The purchase of
NUON's interest and payment of the loan were funded with proceeds from UPC's
initial public offering (see note 17).
F-23
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Monetary amounts stated in thousands of Dutch guilders, except share and per
share amounts)
Effectively February 1, 1999, UPC began consolidating its investment in
UTH. Details of the net assets acquired, based on preliminary purchase price
allocations using information currently available were as follows:
<TABLE>
<S> <C>
Property, plant and equipment................................... 349,306
Investments in affiliated companies............................. 91,319
Goodwill........................................................ 560,880
Long-term liabilities........................................... (472,945)
Net current liabilities......................................... (10,499)
--------
Total cash paid............................................... 518,061
========
</TABLE>
The following pro forma condensed consolidated operating results for the
years ended December 31, 1997 and 1998 and the six months ended June 30, 1998
and 1999 give effect to the UTH Transaction and the NUON Transaction as if they
both 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 of operations would actually have been if such
transactions had in fact occurred on such date. The pro forma adjustments are
based upon currently available information and upon certain assumptions that
management believes are reasonable.
<TABLE>
<CAPTION>
For the Six For the Six
For the Year Ended For the Year Ended Months Ended Months Ended
December 31, 1997 December 31, 1998 June 30, 1998 June 30, 1999
---------------------- ---------------------- ----------------------- ------------------------
Historical Pro Forma Historical Pro Forma Historical Pro Forma Historical Pro Forma
---------- ---------- ---------- ---------- ----------- ---------- ----------- -----------
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Service and other
revenue................ 337,255 474,488 408,970 595,011 195,270 269,598 331,954 351,798
========== ========== ========== ========== ========== ========== =========== ===========
Net loss................ (181,042) (210,417) (563,221) (616,491) (111,323) (129,928) (301,170) (308,009)
========== ========== ========== ========== ========== ========== =========== ===========
Weighted-average number
of ordinary shares
outstanding............ 91,533,381 91,533,381 82,869,342 82,869,342 82,864,454 82,864,454 115,954,697 115,954,697
========== ========== ========== ========== ========== ========== =========== ===========
Basic and diluted net
loss per ordinary
share.................. (1.98) (2.30) (6.80) (7.44) (1.34) (1.57) (2.60) (2.66)
========== ========== ========== ========== ========== ========== =========== ===========
</TABLE>
UII
In November 1998, the Company (i) acquired from TINTA its indirect 23.3%
and 25% interests in the Tevel and Melita systems for $91.5 million, doubling
the Company's respective ownership in these systems to 46.6% and 50%,
respectively, (ii) purchased an additional 5% interest in Princes Holdings and
5% of Tara in consideration for 384,531 shares of United held by UPC, and (iii)
sold the 5% interest in Princes Holdings, together with its existing 20%
interest, to TINTA for $20.5 million. The net payment of $71.0 million to TINTA
($68.0 million after closing adjustments) was funded with the proceeds of a
$90.0 million promissory note made by a subsidiary of the Company to its
primary partners in the Tevel system. (see Note 9 -- DIC Loan).
Purchase of Certain Telephony and Programming Assets from United
In December 1998, in exchange for 6,330,340 newly-issued ordinary shares of
UPC, United sold to us their:
F-24
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Monetary amounts stated in thousands of Dutch guilders, except share and per
share amounts)
. 44.75% economic interest in Monor, a traditional telephony and cable
television system in the Monor region of Hungary;
. 75% interest in Tara, a company providing Irish programming to the U.K.
markets.
Accordingly, because this was an exchange between entities under common
control, we have restated our financial statements for all periods in which
the operations of these companies were part of United's consolidated financial
statements (see Note 2 and Note 16).
Other
The assets of Intercabo, Portugal were sold in January 1998 for 4,000.
During 1997, the Company made a strategic decision to sell its interest in
Intercabo due to competitive factors which had recently emerged in Portugal.
After several offers to purchase Intercabo were received by the Company during
1997, it became apparent that the Company's investment in Intercabo had become
permanently impaired based on its decision to sell its investment.
Accordingly, an impairment loss of 18,888 was recognized during 1997, which
included the writedown of our investment, net of expected proceeds, of 13,436
and the writeoff of intercompany receivables of 5,452.
The operating results of Intercabo included in the Company's 1997
consolidated results included revenue of 549, a net operating loss of 4,945
and a net loss of 5,227.
F-25
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Monetary amounts stated in thousands of Dutch guilders, except share and per
share amounts)
4. Investments in and Advances to Affiliated Companies, Accounted for Under the
Equity Method
<TABLE>
<CAPTION>
As of June 30, 1999 (Unaudited)
------------------------------------------------------------------------
Investments in Cumulative Cumulative Cumulative
and Advances to Dividends Share in Results of Translation
Affiliated Companies Received Affiliated Companies Adjustments Total
-------------------- ---------- -------------------- ----------- -------
<S> <C> <C> <C> <C> <C>
A2000................... 192,822 -- (26,078) -- 166,744
Tevel(2) ............... 197,644 (12,121) (4,334) 13,047 194,236
Melita(2) .............. 27,984 -- 1,638 859 30,481
Monor................... 9,890 -- (3,123) (14,909) (8,142)
Xtra Music.............. 20,097 -- (3,402) 606 17,301
IPS..................... 26,709 -- 386 3,704 30,799
Other, net.............. 4,938 -- (137) 5 4,806
------- ------- ------- ------- -------
Total................. 480,084 (12,121) (35,050) 3,312 436,225
======= ======= ======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
As of December 31, 1998
------------------------------------------------------------------------
Investments in Cumulative Cumulative Cumulative
and Advances to Dividends Share in Results of Translation
Affiliated Companies Received Affiliated Companies Adjustments Total
-------------------- ---------- -------------------- ----------- -------
<S> <C> <C> <C> <C> <C>
UTH(4).................. 272,508 -- (22,780) -- 249,728
Tevel(2)................ 191,716 (12,121) (777) (9,562) 169,256
Melita(2)............... 28,018 -- 1,985 (141) 29,862
Telekabel Hungary
Programming(3)......... 24,404 -- (7,723) (787) 15,894
Monor................... 21,358 -- (4,916) (14,835) 1,607
Xtra Music.............. 10,598 -- (1,067) -- 9,531
IPS..................... 10,419 -- (337) 2,514 12,596
Other, net.............. 4,568 -- 9 -- 4,577
------- ------- ------- ------- -------
Total................. 563,589 (12,121) (35,606) (22,811) 493,051
======= ======= ======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
As of December 31, 1997
----------------------------------------------------------------
Investments in Cumulative Cumulative
and Advances to Share in Results of Translation
Affiliated Companies Affiliated Companies(1) Adjustment Total
-------------------- ----------------------- ----------- -------
<S> <C> <C> <C> <C>
A2000......... 220,933 (571) -- 220,362
UII(2)........ 103,029 (64) -- 102,965
Kabelkom...... 57,783 247 -- 58,030
Monor......... 21,358 (535) (5,426) 15,397
IPS........... 10,100 -- 3,212 13,312
Other, net.... 3,583 -- -- 3,583
------- ---- ------ -------
Total....... 416,786 (923) (2,214) 413,649
======= ==== ====== =======
</TABLE>
F-26
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Monetary amounts stated in thousands of Dutch guilders, except share and per
share amounts)
The Company had the following differences related to the excess of cost
over the net tangible assets acquired for its equity investments. Such
differences are being amortized over 15 years:
<TABLE>
<CAPTION>
As of December 31, 1997 As of December 31, 1998
-------------------------- -----------------------
Basis Accumulated Basis Accumulated
Difference Amortization(1) Difference Amortization
---------- --------------- ---------- ------------
<S> <C> <C> <C> <C>
A2000...................... 231,041 -- -- --
UTH........................ -- -- 2,781 (62)
Tevel(2)................... -- -- 152,417 (6,334)
Melita(2).................. -- -- 24,377 (852)
UII(2)..................... 64,618 -- -- --
Kabelkom................... 38,161 -- -- --
Telekabel Hungary
Programming(3)............ -- -- 14,419 (570)
Monor...................... 5,480 -- 1,672 (131)
Xtra Music................. -- -- 6,776 (138)
------- --- ------- ------
Total.................... 339,300 -- 202,442 (8,087)
======= === ======= ======
</TABLE>
- --------
(1) In connection with the UPC Acquisition, certain purchase accounting
adjustments were pushed down to the financial statements of UPC, a new
basis of accounting was established on December 11, 1997, and cumulative
share in results of affiliated companies and accumulated amortization was
reset to zero as of that date (see Note 1).
(2) In November 1998 the Company acquired from TINTA its interests in Tevel and
Melita, and sold its interest in Princes Holdings (see Note 3).
(3) Represents the Company's remaining investment in Telekabel Hungary
Programming after the transaction with TWE (see Note 3).
(4) In February 1999, the Company acquired the remaining 49% of UTH and began
consolidating UTH as of February 1, 1999 (see Note 3 and 17).
Summary financial information for Tevel is as follows:
<TABLE>
<CAPTION>
As of As of
December 31, December 31,
1997 1998
------------ ------------
<S> <C> <C>
Cash............................................... 117 60
Tangible fixed assets.............................. 133,009 118,451
Other assets....................................... 35,895 447,057
------- -------
Total assets..................................... 169,021 565,568
======= =======
Current liabilities................................ 45,569 42,174
Notes payable...................................... 11,829 20,404
Long-term debt..................................... 9,794 426,604
Other long-term liabilities........................ 27,884 26,659
Shareholders' value................................ 73,945 49,727
------- -------
Total liabilities and shareholders' value........ 169,021 565,568
======= =======
</TABLE>
F-27
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Monetary amounts stated in thousands of Dutch guilders, except share and per
share amounts)
<TABLE>
<CAPTION>
For the Years
Ended December 31,
-------------------------
1996 1997 1998
------- ------- -------
<S> <C> <C> <C>
Revenue......................................... 154,647 187,099 203,662
Costs........................................... (79,221) (91,499) (80,418)
Depreciation and amortization................... (26,839) (30,867) (47,977)
------- ------- -------
Net operating income.......................... 48,587 64,733 75,267
Financial charges, including interest expense
from related
Parties, and foreign exchange results......... (11,437) (7,948) (64,589)
Net loss before income taxes and other items.. 4,671 (5,745) 16,345
Share in results of affiliated companies........ 2,342 51 (12,414)
------- ------- -------
Net income.................................... 44,163 51,091 14,609
======= ======= =======
</TABLE>
Summary financial information for A2000 is as follows:
<TABLE>
<CAPTION>
As of As of
December 31, July 31,
1997 1998(1)
------------ --------
<S> <C> <C>
Liquid assets......................................... 6,868 2,336
Other current assets.................................. 35,557 53,177
Financial fixed assets................................ 543 634
Tangible fixed assets................................. 309,291 341,186
Intangible fixed assets............................... 122,189 117,797
------- -------
Total assets........................................ 474,448 515,130
======= =======
Current liabilities................................... 67,652 88,372
Provisions............................................ 2,154 1,508
Long-term debt........................................ 426,000 479,000
Shareholders' value................................... (21,358) (53,750)
------- -------
Total liabilities and shareholders' value........... 474,448 515,130
======= =======
</TABLE>
<TABLE>
<CAPTION>
For the For the
Years Ended Seven Months
December 31, Ended
---------------- July 31,
1996 1997 1998(1)
------- ------- ------------
<S> <C> <C> <C>
Revenue....................................... 89,893 101,450 69,668
Costs......................................... (49,064) (67,687) (52,329)
Depreciation and amortization................. (43,789) (50,846) (36,114)
------- ------- -------
Net operating loss.......................... (2,960) (17,083) (18,775)
Financial charges and other................... (12,745) (16,751) (13,617)
Income tax (provision) benefit................ (224) 9,826 --
------- ------- -------
Net loss.................................... (15,929) (24,008) (32,392)
======= ======= =======
</TABLE>
- --------
(1) Effective August 6, 1998, A2000 was contributed to UTH as part of the UTH
Transaction.
F-28
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Monetary amounts stated in thousands of Dutch guilders, except share and per
share amounts)
Summary financial information for UTH is as follows:
<TABLE>
<CAPTION>
For the
One Month
Ended
January 31,
1999
-----------
(unaudited)
<S> <C>
Revenue....................................................... 19,844
Costs......................................................... (12,629)
Depreciation and amortization................................. (8,246)
-------
Net operating loss.......................................... (1,031)
Share in result of affiliated companies....................... (5,022)
Financial charges and other................................... (4,768)
Income tax (provision) benefit................................ 242
-------
Net loss.................................................... (10,579)
=======
</TABLE>
5. Marketable Equity Securities of Parent
As a result of the UPC Acquisition, a subsidiary of UPC acquired 3,169,151
shares of United's Class A Common shares, valued at fair market value of 66,809
as of December 11, 1997. In November 1998, UPC used 384,531 shares to acquire
an additional 5% interest in each of Tara and PHL. Accordingly, unrealized
gains recorded in equity totaling approximately 1,826, were reversed out of
equity and recorded as a realized gain in the consolidated statement of
operations. As of December 31, 1998, the fair value of the remaining 2,784,620
shares was 101,097, resulting in an unrealized gain of 42,397 for the year
ended December 31, 1998. These shares are pledged under the Bridge Bank
Facility (see Note 9). As of June 30, 1999, the fair market value of the shares
was 401,100 (unaudited), resulting in an unrealized gain of 300,003 (unaudited)
for the six months ended June 30, 1999.
6. Property, Plant and Equipment
<TABLE>
<CAPTION>
As of December 31, As of
-------------------- June 30,
1997(1) 1998 1999
---------- --------- -----------
(unaudited)
<S> <C> <C> <C>
Cable distribution networks.............. 364,655 466,087 1,897,643
Subscriber premises equipment and
converters.............................. 81,301 134,527 131,783
MMDS distribution facilities............. 12,958 13,873 15,284
Office equipment, furniture and
fixtures................................ 13,074 35,294 28,354
Buildings and leasehold improvements..... 3,713 12,754 32,834
Other.................................... 16,593 28,170 90,724
--------- --------- ---------
492,294 690,705 2,196,622
Accumulated depreciation............... (7,312) (87,708) (266,097)
--------- --------- ---------
Net property, plant and equipment...... 484,982 602,997 1,930,525
========= ========= =========
</TABLE>
- --------
(1) In connection with the UPC Acquisition, certain purchase accounting
adjustments were pushed down to the financial statements of UPC, a new
basis of accounting was established on December 11, 1997, and accumulated
depreciation was reset to zero as of that date (see Note 1).
F-29
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Monetary amounts stated in thousands of Dutch guilders, except share and per
share amounts)
7. Goodwill and Other Intangible Assets
<TABLE>
<CAPTION>
As of December 31, As of
-------------------- June 30,
1997(1) 1998 1999
---------- --------- -----------
(unaudited)
<S> <C> <C> <C>
UTH...................................... -- -- 847,369
Telekabel Group.......................... 389,513 389,513 389,382
Janco Multicom........................... 152,226 165,494 185,221
CNBH(2).................................. 80,491 -- --
Telekabel Hungary........................ -- 97,429 95,139
TVD...................................... 42,223 42,189 44,928
UPC...................................... -- -- 64,400
SKT Bratislava........................... -- -- 42,301
RCF...................................... -- -- 13,633
Other.................................... 27,309 24,516 9,885
--------- --------- ---------
691,762 719,141 1,692,258
Accumulated amortization............... (1,716) (39,109) (88,354)
--------- --------- ---------
Net goodwill and other intangible
assets................................ 690,046 680,032 1,603,904
========= ========= =========
</TABLE>
- --------
(1) In connection with the UPC Acquisition, certain purchase accounting
adjustments were pushed down to the financial statements of UPC, a new
basis of accounting was established on December 11, 1997, and accumulated
amortization was reset to zero as of that date (see Note 1).
(2) Effective August 6, 1998, CNBH was contributed to UTH as part of the UTH
Transaction.
8. Short-Term Debt
Time Warner Note
Short-term debt as of December 31, 1998 includes the $18.0 million (34,020)
non-interest bearing Time Warner Note. In December 1998, Time Warner extended
the maturity date of its note for a period of 90 days to the earlier of June
30, 1999 or 90 days after written notice from Time Warner. Subsequent to
December 31, 1998, the Time Warner Note was cancelled as Time Warner exercised
its option to acquire our 50% interest in HBO Hungary and 100% interest in TV
Max (see Note 16).
Telekabel Hungary Facility
In October 1998, Telekabel Hungary entered into a DM65.6 million (NLG74.0
million) six-month secured bridge facility. Availability under this facility
depends on certain financial covenants. The DM49.2 million (NLG55.5 million)
international tranche of the facility and half of the DM16.4 million (NLG18.5
million) local tranche bear interest at LIBOR plus 2.5% per annum plus an
additional cost of funding calculation. The remaining half of the local tranche
must be drawn in Hungarian forints and bears interest at Budapest interbank
offered rates for Hungarian forints, plus 2.5% per annum plus an additional
cost of funding calculation. Telekabel Hungary is using the facility, among
other things, to finance capital expenditures and to acquire minority shares in
our Kabelkom systems. We have pledged our indirect 79.25% interest in Telekabel
Hungary to secure the facility. The facility also is secured by a pledge over
certain assets of the Telekabel Hungary group and a negative pledge. Telekabel
Hungary is currently negotiating a long-term facility with the lenders to
replace this bridge facility. As of December 31, 1998, the amount outstanding
under this facility totaled DM26.0 million (NLG29.3 million). Subsequent to
December 31, 1998, a subsidiary of UPC repaid the balance at the Telekabel
Hungary Facility (unaudited).
F-30
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Monetary amounts stated in thousands of Dutch guilders, except share and per
share amounts)
9. Long-Term Debt
<TABLE>
<CAPTION>
As of December 31, As of
-------------------- June 30,
1997 1998 1999
--------- --------- -----------
(unaudited)
<S> <C> <C> <C>
Senior Revolving Credit Facility........... 883,948 968,018 458,024
New Telekabel Facility..................... -- -- 539,909
CNBH Facility.............................. -- -- 239,495
Bridge Bank Facility....................... 252,500 113,519 --
Mediareseaux Facility...................... -- 40,344 69,495
RCF Facility (see note 17)................. -- -- 81,382
Bank and other loans....................... 85,471 166,387 104,405
--------- --------- ---------
1,221,919 1,288,268 1,492,710
Less current portion..................... (255,819) (113,519) (12,971)
--------- --------- ---------
Total.................................... 966,100 1,174,749 1,479,739
========= ========= =========
</TABLE>
Senior Revolving Credit Facility
In October 1997, UPC and Norkabel as borrowers entered into a 1,100,000
multi-currency revolving credit facility with a syndicate of banks. Norkabel
was succeeded as a borrower by Janco Multicom after the merger of Janco and
Norkabel. In December 1997, Telekabel Wien and the other members of the
Telekabel Group also became borrowers under the Senior Revolving Credit
Facility. Although not a borrower, TVD is a guarantor under the Senior
Revolving Credit Facility. As of December 31, 1998, the amount outstanding
under the Senior Revolving Credit Facility for UPC, Telekabel Wien and Janco
Multicom was NLG620.0 million, NLG213.5 million and NLG134.5 million,
respectively. Amounts advanced under the Senior Revolving Credit Facility bear
interest at the London interbank offered rate ("LIBOR") plus a margin ranging
from 0.5% to 2.0% per annum. The aggregate amount available for borrowing under
the facility is reduced automatically by 5.0% per quarter beginning December
31, 2001. The borrowings of the Company and its subsidiaries in Austria,
Belgium and Norway are limited by financial covenants under the Senior
Revolving Credit Facility. The principal amount of all borrowings by the
Company and such subsidiaries may not exceed certain multiples of total
annualized net operating cash flow for the Company and such subsidiaries. In
addition, the principal amount of all borrowings of the Company and such
subsidiaries may not exceed certain multiples of their cable television net
operating cash flow. The Senior Revolving Credit Facility generally prohibits
dividends and other distributions to shareholders of the Company unless, among
other things, the Company achieves for at least two consecutive quarters
certain financial ratios. The Senior Revolving Credit Facility also includes
financial covenants relating to interest and debt service coverage and
application of proceeds from asset sales and securities offerings. Borrowings
by UPC and certain of its subsidiaries in Austria, Belgium and Norway, under
the Senior Revolving Credit Facility together with borrowings under the Bridge
Bank Facility may not exceed 1,300,000 before September 30, 2001. The Senior
Revolving Credit Facility also generally limits to 80,000 UPC's investments in,
loans to and guarantees for, certain of the Company's subsidiaries and
downstream affiliates that are not borrowers or guarantors under the Senior
Revolving Credit Facility. Subsequent to December 31, 1998, we agreed with our
lenders under this facility to reduce this facility amount from NLG1.1 billion
to NLG1.0 billion in February 1999. This amount will be further reduced by 5%
each quarter beginning December 31, 2001 until final maturity. Subsequent to
December 31, 1998 we repaid NLG620.0 million, excluding interest, of the amount
outstanding by us under this facility with the proceeds of the offering, which
we plan subsequently to reborrow under this facility (see Note 16).
F-31
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Monetary amounts stated in thousands of Dutch guilders, except share and per
share amounts)
Bridge Bank Facility
In connection with the UPC Acquisition, the Company entered into the
consolidated $125.0 million term Bridge Bank Facility with a syndicate of
banks. The Bridge Bank Facility is a one year bridge originally due December 5,
1998 and bears interest at LIBOR plus a margin ranging from 4.5% to 6.0% per
annum. In November 1998, the lenders granted an extension of the maturity date
to June 5, 1999. The Bridge Bank Facility generally prohibits dividends and
distributions and is secured by various upstream guarantees from, negative
pledges over and, in some cases, share pledges of, certain share holdings or
partnership interests of UPC in operating systems in The Netherlands, France,
Israel and Malta, as well as a first lien over approximately 2,784,620 shares
of UIH's Class A Common Stock which UPC acquired from Philips as part of the
UPC Acquisition. The Bridge Bank Facility prohibits all of the companies whose
interests are pledged from incurring additional indebtedness, subject to
certain exceptions. The Company must apply proceeds from disposals, if any, of
certain share holdings and partnership interests to prepayment of the facility,
which restricts the manner and terms on which the Company may dispose of these
assets. The Company must maintain on deposit with the bank a compensating
balance, restricted for payment of interest, until the facility matures. The
balance in this interest reserve account, including proceeds from the sale of
PHL, was 30,263 as of December 31, 1998. UPC repaid $64.9 million of the Bridge
Bank Facility during the year ended December 31, 1998 resulting in an
outstanding amount of $60.1 million (113,519) as of December 31, 1998.
Subsequent to December 31, 1998, we repaid the Bridge Bank Facility with
proceeds from the offering (see Note 16).
Mediareseaux Facility
In July 1998, Mediareseaux entered into an 9.5 year term facility with a
bank for an amount of French francs ("FRF")680 million ("Mediareseaux
Facility"). The purpose of the facility is to finance on-going capital
expenditures, working capital and acquisitions with a limit of FRF120 million.
The Mediareseaux Facility bears interest at LIBOR plus a margin ranging from
0.75% to 2.0%. The availability of the facility depends on revenue generated
and debt to equity ratios. The availability period ends at December 31, 2002.
The repayment period starts from January 1, 2003 to final maturity in 2007.
During the repayment period, Mediareseaux must apply 50% of its excess cash
flow in prepaying the facility. The Mediareseaux Facility generally restricts
the payment of dividends and distributions. This facility also restricts
Mediareseaux from incurring additional indebtedness, subject to certain
exceptions. In July 1998, Mediareseaux secured a 9.5 year FRF20.0 million
overdraft facility, subject to the same terms and conditions as the
Mediareseaux Facility except that the availability tests are not applicable. As
of December 31, 1998 an amount of FRF120 million (40,344) was outstanding under
the Mediareseaux Facility.
DIC Loan
In November 1998, a subsidiary of Discount Investment Corporation ("DIC")
loaned the Company a total of $90.0 million (the "DIC Loan") to acquire the
additional interests in Tevel and Melita. The DIC Loan matures in November 2000
and is secured by the Company's pledge of its ownership interest in Tevel. The
DIC Loan bears interest at 8% and is payable, together with 106% of the
principal amount, on maturity. The DIC Loan may be repaid on quarterly
prepayment dates with three months' prior notice by the Company. In connection
with the DIC Loan, UPC granted to an affiliate of DIC an option to acquire a
total of $90.0 million, plus accrued interest, of ordinary shares of UPC at a
price equal to 90% of the initial public offering price. The exercise price of
this option, which expires upon the initial public offering, is payable in cash
or delivery of the DIC Loan promissory notes. UPC allocated the $90 million in
loan proceeds between the debt instrument and the equity option element on the
basis of relative fair values.
F-32
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Monetary amounts stated in thousands of Dutch guilders, except share and per
share amounts)
Accordingly, the effective interest rate on the debt instrument exceeds the
stated rate as set forth above. Subsequent to December 31, 1998, the option
agreement was amended, resulting in a grant of two options of $45 million each.
DIC exercised its option for $45.0 million (see Note 16).
Debt Maturities
The maturities of the Company's long-term debt are as follows:
<TABLE>
<S> <C>
12 months ended December 31, 1999.................................. 113,519
12 months ended December 31, 2000.................................. 160,152
12 months ended December 31, 2001.................................. --
12 months ended December 31, 2002.................................. 88,018
12 months ended December 31, 2003.................................. 224,034
Thereafter......................................................... 702,545
---------
Total............................................................ 1,288,268
=========
</TABLE>
Fair Value of Financial Instruments
Fair value is based on market prices for the same or similar issues.
Carrying value is used when a market price is unavailable.
<TABLE>
<CAPTION>
Fair
Book Value Market Value
---------- ------------
<S> <C> <C>
As of December 31, 1998:
Senior Revolving Credit Facility................... 968,018 968,018
Bridge Bank Facility............................... 113,519 113,519
Mediareseaux Facility.............................. 40,344 40,344
Bank and other loans............................... 166,387 166,387
Note payable to United(1).......................... 163,425 163,425
Time Warner Note................................... 34,020 34,020
Telekabel Hungary Facility......................... 29,297 29,297
--------- ---------
Total............................................ 1,515,010 1,515,010
========= =========
</TABLE>
- --------
(1) See Note 15 for terms of the note payable to United.
10. Shareholders' Equity
In February 1999, the Company's shareholders approved an amendment and
restatement of the Company's Articles of Association to effect a 3 for 2 stock
split and an increase in the number of authorized ordinary shares to
200,000,000, which was legally effected before the Company's planned initial
public offering. Therefore, all share and per share amounts in the accompanying
consolidated financial statements and notes thereto have been retroactively
restated to reflect this event.
The Company's shareholders also approved the issuance of 100 priority
shares, which have special approval and other rights, to United.
In addition, the Company's Articles of Association were amended and
restated to provide for the issuance of 49,999,900 Class A preference shares
and 200,000,000 Class B preference shares.
F-33
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Monetary amounts stated in thousands of Dutch guilders, except share and per
share amounts)
General
The equity classifications and amounts as stated in these consolidated
financial statements do not necessarily reflect the statutory equity of the
Company, as the statutory equity is subject to Dutch generally accepted
accounting principles. The statutory equity is the basis for any distributions
to shareholders. As of December 31, 1998, the Company is unable to make
dividend distributions to shareholders because of its accumulated deficit.
United Indenture
As a subsidiary of United, the Company's activities are restricted by the
covenants in United's indenture dated February 5, 1998 (the "United
Indenture"). The United Indenture generally limits the additional amount of
debt that UPC or its subsidiaries or controlled affiliates may borrow, or
preferred shares that they may issue. Generally, additional borrowings, when
added to existing indebtedness, must satisfy, among other conditions, at least
one of the following tests: (i) 7.0 times the borrower's consolidated operating
cash flow; (ii) 1.75 times its consolidated interest expense; or (iii) 225% of
the borrower's consolidated invested equity capital. In addition, there must be
no existing default under the United Indenture at the time of the borrowing.
The United Indenture also restricts UPC's ability to make certain asset sales
and certain payments. In connection with the initial public offering, UPC has
agreed with United that it will not take any action during the term of the
United Indenture that would result in a breach of the United Indenture
covenants. The maturity date of the United Indenture is February 2008 and
interest becomes payable in cash in February 2003.
Stock Option Plan
In June 1996, UPC adopted a stock option plan (the "Plan") for certain of
its employees and those of its subsidiaries. There are 6,000,000 total shares
available for the granting of options under the Plan, which are held by the
Stichting Administratiekantoor UPC (the "Foundation"), which administers the
Plan. Each option represents the right to acquire from the Foundation a
certificate representing the economic value of one share. Following
consummation of the initial public offering, any certificates issued to
employees who have exercised their options will be convertible into UPC common
stock. UIH appoints the board members of the Foundation and thus controls the
voting of the Foundation's common stock. The options are granted at fair market
value determined by the Company's Supervisory Board at the time of the grant.
The maximum term that the options can be exercised is five years from the date
of the grant. In order to introduce the element of "vesting" of the options,
the Plan provides that even though the options are exercisable immediately, the
shares to be issued or options granted in 1996 vest in equal monthly increments
over a three-year period from the effective date set forth in the option grant.
In March 1998, the Plan was revised to increase the vesting period for any new
grants of options to four years, vesting in equal monthly increments. Upon
termination of an employee (except in the case of death, disability or the
like), all unvested options previously exercised must be resold to the
Foundation at the original purchase price, or all vested options must be
exercised, within 30 days of the termination date. The Supervisory Board may
alter these vesting schedules in its discretion. An employee has the right at
any time to put his certificates or shares from exercised vested options to the
Foundation at a price equal to the fair market value. The Company can also call
such certificates or shares for a cash payment upon termination in order to
avoid dilution, except for certain awards, which can not be called by the
Company until expiration of the underlying options. The Plan also contains
anti-dilution protection and provides that, in the case of change of control,
the acquiring company has the right to require UPC to acquire all of the
options outstanding at the per share value determined in the transaction giving
rise to the change of control.
F-34
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Monetary amounts stated in thousands of Dutch guilders, except share and per
share amounts)
A summary of stock option activity for the Plan is as follows:
<TABLE>
<CAPTION>
For the Years Ended December 31,
------------------------------------------------------------------------------
1998 1997 1996
------------------------- ------------------------- --------------------------
Number Weighted- Number Weighted- Number Weighted-
of Average of Average of Average
shares Exercise Price shares Exercise Price shares Exercise Price
--------- -------------- --------- -------------- ---------- --------------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning
of period.............. 2,241,552 10.49 2,300,417 10.49 -- --
Granted during period... 2,343,000 12.10 -- -- 3,990,000 10.49
Cancelled during
period................. (14,052) 10.49 (58,865) 10.49 (9,583) 10.49
Exercised during
period................. (375,000) 10.49 -- -- (1,680,000) --
--------- ----- --------- ----- ---------- -----
Outstanding at end of
period................. 4,195,500 11.39 2,241,552 10.49 2,300,417 10.49
========= ===== ========= ===== ========== =====
Vested at end of
period(1).............. 4,340,008 10.79 3,197,331 10.49 1,786,898 10.49
========= ===== ========= ===== ========== =====
Exercisable at end of
period(1).............. 4,195,500 11.39 2,241,552 10.49 2,300,417 10.49
========= ===== ========= ===== ========== =====
</TABLE>
- --------
(1) Includes certificate rights as well as options.
The Company granted no stock options during the year ended December 31,
1997. The combined weighted-average fair values and weighted-average exercise
prices of options granted during the year ended December 31, 1998 and the year
ended December 31, 1996 are as follows:
<TABLE>
<CAPTION>
For the Year Ended For the Year Ended
December 31, 1998 December 31, 1996
------------------------ ------------------------
Number Fair Exercise Number Fair Exercise
Options Value Price Options Value Price
--------- ----- -------- --------- ----- --------
<S> <C> <C> <C> <C> <C> <C>
Exercise price equal to
market price........... 2,343,000 12.10 12.10 3,990,000 10.49 10.49
</TABLE>
The following table summarizes information about stock options outstanding,
vested and exercisable as of December 31, 1998:
<TABLE>
<CAPTION>
Weighted-Average
Number Remaining Number Number
of Options Contractual Life of Options of Options
Exercise Price Outstanding (Years) Vested Exercisable
-------------- ----------- ---------------- ---------- -----------
<S> <C> <C> <C> <C>
10.49.................... 1,852,500 2.47 3,487,118 1,852,500
12.00.................... 2,195,250 4.63 838,859 2,195,250
13.57.................... 147,750 4.71 14,031 147,750
--------- ---- --------- ---------
4,195,500 3.68 4,340,008 4,195,500
========= ==== ========= =========
</TABLE>
The Plan is accounted for as a variable plan because, based on the Plan's
provisions, the rights conveyed to employees are the substantive equivalents to
stock appreciation type rights. Accordingly, compensation expense is recognized
at each financial statement date based on the difference between the grant
price and the estimated fair value of the Company's common stock. Compensation
expense of
F-35
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Monetary amounts stated in thousands of Dutch guilders, except share and per
share amounts)
268,109, 4,818 and 0 was recognized for the years ended December 31, 1998,
December 31, 1997 and December 31, 1996, respectively. The Company's estimate
of the fair value of its common stock as of December 31, 1998 utilized in
recording compensation expense under the Plan was NLG63.91, which is the
initial public offering price. Because the Company will account for the Plan as
a variable plan up until the consummation date of its initial public offering,
and thereafter as a fixed plan due to modifications to the Plan which will
occur on that date, the total compensation expense and deferred compensation
expense recognized related to options granted as of December 31, 1998 will not
increase.
Phantom Stock Option Plan
As of March 1998, the Company adopted a phantom stock option plan (the
"Phantom Plan") which permits the grant of phantom stock rights in up to
2,400,000 shares of the Company's common stock. The rights are granted at fair
market value determined by the Company's Supervisory Board at the time of
grant, and generally vest in equal monthly increments over the four-year period
following the effective date of grant and may be exercised for ten years
following the effective date of grant. The Phantom Plan gives the employee the
right to receive payment equal to the difference between the fair market value
of a share of UPC common stock and the option base price for the portion of the
rights vested. UPC, at its sole discretion, may make payment in (i) cash, (ii)
freely tradable shares of UIH Class A Common Stock or (iii) if the Company's
stock is publicly traded, freely tradable shares of its stock. If the Company
chooses to make a cash payment, even though its stock is publicly traded,
employees have the option to receive an equivalent number of freely tradeable
shares of stock instead. Concurrent with the approval of the Phantom Plan, the
Supervisory Board ratified the grant of 1,232,250 and 825,000 phantom stock
rights at base prices of 12.00 and 13.57, respectively, and specified
retroactive vesting for several of the grants. The Phantom Plan contains anti-
dilution protection and provides that, in certain cases of a change of control,
all phantom options outstanding become fully exercisable.
A summary of stock option activity for the Phantom Plan is as follows:
<TABLE>
<CAPTION>
For the Year Ended
December 31, 1998
------------------------
Number Weighted-
of Average
Share Exercise Price
--------- --------------
<S> <C> <C>
Outstanding at beginning of period.................. -- --
Granted during period............................... 2,057,500 12.63
Cancelled during period............................. -- --
Exercised during period............................. -- --
--------- -----
Outstanding at end of period........................ 2,057,500 12.63
========= =====
Vested and exercisable at end of period............. 470,469 12.15
========= =====
</TABLE>
The combined weighted-average fair values and weighted-average exercise
prices of options granted during the year ended December 31, 1998 are as
follows:
<TABLE>
<CAPTION>
Number Fair Exercise
Options Value Price
--------- ----- --------
<S> <C> <C> <C>
Exercise price equal to market price................ 2,057,250 12.63 12.63
</TABLE>
F-36
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Monetary amounts stated in thousands of Dutch guilders, except share and per
share amounts)
The following table summarizes information about stock options outstanding,
vested and exercisable as of December 31, 1998:
<TABLE>
<CAPTION>
Weighted-
Average Number of
Number of Remaining Options
Options Contractual Life Vested and
Exercise Price Outstanding (years) Exercisable
-------------- ----------- ---------------- -----------
<S> <C> <C> <C>
12.00............................... 1,232,250 8.54 425,469
13.57............................... 825,000 9.70 45,000
--------- ---- -------
2,057,250 9.00 470,469
========= ==== =======
</TABLE>
The Phantom Plan is accounted for as a variable plan in accordance with its
terms, resulting in compensation expense for the difference between the grant
price and the fair market value at each financial statement date. Compensation
expense of 52,374 was recognized for the year ended December 31, 1998. The
Company's estimate of the fair value of its common stock as of December 31,
1998 utilized in recording compensation expense under the Phantom Plan was
NLG63.91, which is the initial public offering price.
Subsidiary Stock Option Plan
As of June 1998, the Company adopted a phantom stock option plan (the
"chello Plan"), which permits the grant of phantom stock rights in up to
1,500,000 shares of chello, a wholly owned subsidiary of the Company. The
rights are granted at fair market value determined by chello's Supervisory
Board at the time of grant, and generally vest in equal monthly increments
over the four-year period following the effective date of grant and may be
exercised for ten years following the effective date of grant. The chello Plan
gives the employee the right to receive payment equal to the difference
between the fair market value of a share of chello and the option base price
for the portion of the rights vested. UPC, at its sole discretion, may make
payment in (i) cash, (ii) freely tradable shares of UIH Class A Common Stock
or (iii) if the Company's stock is publicly traded, freely tradable shares of
its stock. If the Company chooses to make a cash payment, even though its
stock is publicly traded, employees have the option to receive an equivalent
number of freely tradable shares of stock instead. Concurrent with the
approval of the chello Plan, the Supervisory Board ratified the grant of
570,000 options at a base price of 10.00, and specified retroactive vesting
for several of the grants. As of December 31, 1998, the Company had recorded
compensation expense of 2,144 for options granted under the chello Plan.
A summary of stock option activity for the chello broadband Plan is as
follows:
<TABLE>
<CAPTION>
For the Year Ended
December 31, 1998
----------------------
Number Weighted-
of Average
Shares Exercise Price
------- --------------
<S> <C> <C>
Outstanding at beginning of period.................... -- --
Granted during period................................. 570,000 10.00
Cancelled during period............................... -- --
Exercised during period............................... -- --
------- -----
Outstanding at end of period.......................... 570,000 10.00
======= =====
Vested and exercisable at end of period............... 70,625 10.00
======= =====
</TABLE>
The weighted-average remaining contractual life for these options is 9.47
as of December 31, 1998.
F-37
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Monetary amounts stated in thousands of Dutch guilders, except share and per
share amounts)
11. Commitments
The Company has entered into various operating lease agreements for office
space, office furniture and equipment, and vehicles. Rental expense under these
lease agreements totaled 8,057, 6,863 and 4,989 for the years ended December
31, 1998, December 31, 1997 and December 31, 1996 respectively.
The Company has operating lease obligations as follows:
<TABLE>
<S> <C>
12 months ended December 31, 1999..................................... 11,054
12 months ended December 31, 2000..................................... 8,770
12 months ended December 31, 2001..................................... 6,848
12 months ended December 31, 2002..................................... 4,854
12 months ended December 31, 2003 and thereafter...................... 4,346
------
Total............................................................... 35,872
======
</TABLE>
A2000 Funding
In September 1998, UTH entered into a subordinated loan agreement to
provide funding up to $30,000 for A2000. UTH's share of the funding is $15,000.
UPC is obligated to fund drawdowns on the loan in proportion to its 51%
ownership in UTH (representing a total funding obligation of $7,650). As of
December 31,1998, UPC had funded $3,750 of its commitment. Subsequent to year
end, the Company provided a letter of support to A2000 stating that it would
continue to provide to A2000 the funding necessary to continue operations
through at least 1999.
12. Contingencies
Legal
The Company is not a party to any material legal proceedings, nor is it
currently aware of any threatened material legal proceedings. From time to
time, the Company may become involved in litigation relating to claims arising
out of its operations in the normal course of its business.
Foreign Currency Exposure
The Bridge Bank Facility, the loan payable to United and the DIC loan are
denominated in U.S. dollars, totaling US$236.5 million as of December 31, 1998.
The Company has not executed any foreign forward exchange contract, or used any
other financial instrument, to hedge against this foreign currency exposure.
The Bridge Bank Facility and the United loan have been repaid subsequent to the
public offering. Of the $90.0 million DIC loan, $45.0 million has been repaid
concurrent with the public offering.
13. Income Taxes
In general, a Dutch holding company may benefit from the so-called
participation exemption. The participation exemption is a facility in Dutch
corporate tax law which allows a Dutch company to exempt any dividend income
and capital gains in relation with its participation in subsidiaries which are
legal entities of a foreign country. Capital losses are also exempted, apart
from liquidation losses (under stringent conditions). All costs incurred at the
UPC level which relate to an investment in a foreign subsidiary are not tax
deductible, e.g. interest expense on loans used for the financing of the
investment in the foreign subsidiary. In addition, currency exchange results on
these loans are covered by the
F-38
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Monetary amounts stated in thousands of Dutch guilders, except share and per
share amounts)
participation exemption, e.g. gains are exempted and losses are not tax
deductible. For companies which only act as pure holding companies, only the
capital tax paid is tax deductible. For UPC, the primary difference between
taxable loss and net loss for financial reporting purposes relates to the non-
consolidation of its consolidated foreign subsidiaries for Dutch tax purposes.
The consolidated financial statements have been prepared assuming partial tax
basis for license fees capitalized relating to certain acquisitions. Deferred
taxes have been provided for that portion of the licenses which management
believes no tax basis will be allowed.
The significant components of the net deferred tax liability are as
follows:
<TABLE>
<CAPTION>
As of December
31,
------------------
1998 1997
-------- --------
<S> <C> <C>
Deferred Tax Assets:
Tax net operating loss carryforward...................... 137,033 149,802
Stock-based compensation................................. 13,636 --
Other.................................................... 805 540
-------- --------
Total deferred tax assets.............................. 151,474 150,342
Valuation allowance...................................... (135,545) (136,580)
-------- --------
Deferred tax assets, net of valuation allowance........ 15,929 13,762
-------- --------
Deferred Tax Liabilities:
Intangible assets........................................ (11,061) (48,077)
Property, plant and equipment, net....................... (13,525) (10,193)
-------- --------
Total deferred tax liabilities......................... (24,586) (58,270)
-------- --------
Deferred tax liabilities, net.......................... (8,657) (44,508)
======== ========
</TABLE>
The difference between income tax expense provided in the financial
statements and the expected income tax benefit at statutory rates is reconciled
as follows:
<TABLE>
<CAPTION>
For the Years Ended December 31,
-----------------------------------
1998 1997 1996
----------- ---------- ----------
<S> <C> <C> <C>
Expected income tax benefit at the
Dutch statutory rate of 35%......... (174,768) (55,085) (19,315)
Tax effect of permanent and other
differences:
Change in valuation allowance...... 51,471 27,471 14,555
Non-deductible expenses............ 117,925 19,583 3,829
International rate differences..... 3,520 3,232 1,105
Provision on investment............ 2,180 6,611 --
Other.............................. (1,543) (163) (683)
----------- ---------- ----------
Total income tax benefit......... (1,215) 1,649 (509)
=========== ========== ==========
</TABLE>
Tax loss carry forwards arise primarily in Norway, The Netherlands, Czech
Republic and Austria. The tax loss carry forwards of Norway, aggregating to
277,929 as of December 31, 1998 will expire during the years 1999-2008. The tax
loss carry forwards of The Netherlands, Belgium and Austria of 117,115 as of
December 31, 1998 have no expiration date. The tax loss carry forwards of the
Czech Republic of 29,677 as of December 31, 1998 will expire in the years 2001-
2005.
F-39
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Monetary amounts stated in thousands of Dutch guilders, except share and per
share amounts)
During 1996, the Austrian tax authorities passed legislation which had the
effect of eliminating approximately 256,000 of tax basis associated with
certain amounts of goodwill recorded at Telekabel Group effective January 1,
1997. This change in tax law is expected to be challenged on constitutional
grounds. However, there can be no assurance of a successful repeal of such
legislation. Accordingly, this change caused Telekabel Group's effective tax
rate to increase from the historical effective tax rate through December 31,
1996, due to the non-deductibility of such goodwill amortization subsequent to
January 1, 1997.
14. Segment and Geographic Information
On December 31, 1998, the Company adopted Statement of Financial Accounting
Standards No. 131 "Disclosure About Segments of an Enterprise and Related
Information" ("SFAS 131"). The new rules establish revised standards for public
companies relating to the reporting of financial information about operating
segments. The adoption of SFAS 131 did not have a material effect on the
Company's consolidated financial statements but did affect the Company's
segment information disclosure.
The Company's business has historically been derived from our video
entertainment segment. This service has been provided in various European
countries where the Company owns and operates it systems. During 1997, the
Company introduced Internet/data and during 1999 the Company introduced
telephony in several of its systems.
The Company evaluates performance and allocates resources at the geographic
country level. The key operating performance criteria used in this evaluation
includes revenue growth, operating income before depreciation, amortization and
stock-based compensation expense ("Adjusted EBITDA"), and capital expenditures.
Management generally considers Adjusted EBITDA to be a helpful way to measure
the performance of cable television operations and communications companies. We
believe Adjusted EBITDA helps investors to assess the cash flow from our
operations from period to period and thus to value our business. Adjusted
EBITDA should not, however, be considered a replacement for net income, cash
flows or for any other measure of performance or liquidity under generally
accepted accounting principles, or as an indicator of a company's operating
performance. We are not entirely free to use the cash represented by our
Adjusted EBITDA as we please. Several of our consolidated operating companies
are restricted by the terms of their debt arrangements. Each company has its
own operating expenses and capital expenditure requirements, which can limit
our use of cash. Our presentation of Adjusted EBITDA may not be comparable to
statistics with a similar name reported by other companies. Not all companies
and analysts calculate EBITDA in the same manner. The Company does not view
segment results below Adjusted EBITDA, therefore, net interest expense, foreign
exchange gain (loss), share in results of affiliated companies, minority
interests in subsidiaries and income tax expense are not broken out by segment
below. Historically we did not fully allocate overhead and general and
administrative expenses to the new businesses. Full allocation began in 1999.
F-40
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Monetary amounts stated in thousands of Dutch guilders, except share and per
share amounts)
A summary of the segment information by geographic area is as follows:
<TABLE>
<CAPTION>
Revenue for the Year Ended December 31, 1996
------------------------------------------------------
Cable Programming
Television Telephony Internet/Data & Other Total
---------- --------- ------------- ----------- -------
<S> <C> <C> <C> <C> <C>
The Netherlands:
Corporate............. -- -- -- 4,433 4,433
UPCtv................. -- -- -- -- --
chello................ -- -- -- -- --
Priority Telecom...... -- -- -- -- --
Operating companies... 21,633 -- -- -- 21,633
Austria................. 156,964 -- -- -- 156,964
Belgium................. 37,704 -- -- -- 37,704
Czech Republic.......... 7,746 -- -- -- 7,746
Norway.................. 14,541 -- -- -- 14,541
Hungary................. -- -- -- -- --
France.................. 179 -- -- -- 179
Other................... 1,979 -- -- -- 1,979
------- --- ----- ------ -------
Total............... 240,746 -- -- 4,433 245,179
======= === ===== ====== =======
<CAPTION>
Revenue for the Year Ended December 31, 1997
------------------------------------------------------
Cable Programming
Television Telephony Internet/Data & Other Total
---------- --------- ------------- ----------- -------
<S> <C> <C> <C> <C> <C>
The Netherlands:
Corporate............. -- -- -- 9,228 9,228
UPCtv................. -- -- -- -- --
chello................ -- -- -- -- --
Priority Telecom...... -- -- -- -- --
Operating companies... 20,441 -- 228 -- 20,669
Austria................. 162,372 -- 411 -- 162,783
Belgium................. 31,805 -- 125 6,808 38,738
Czech Republic.......... 7,492 -- -- -- 7,492
Norway.................. 91,529 -- -- -- 91,529
Hungary................. -- -- -- -- --
France.................. 2,526 -- -- -- 2,526
Other................... 4,275 -- -- 15 4,290
------- --- ----- ------ -------
Total............... 320,440 -- 764 16,051 337,255
======= === ===== ====== =======
<CAPTION>
Revenue for the Year Ended December 31, 1998
------------------------------------------------------
Cable Programming
Television Telephony Internet/Data & Other Total
---------- --------- ------------- ----------- -------
<S> <C> <C> <C> <C> <C>
The Netherlands:
Corporate............. -- -- -- 17,267 17,267
UPCtv................. -- -- -- -- --
chello................ -- -- -- -- --
Priority Telecom...... -- -- -- -- --
Operating companies... 32,887 386 -- -- 33,273
Austria................. 169,478 145 7,528 -- 177,151
Belgium................. 32,683 -- 1,556 2,543 36,782
Czech Republic.......... 8,909 -- -- -- 8,909
Norway.................. 92,290 -- 381 -- 92,671
Hungary................. 27,706 -- -- -- 27,706
France.................. 8,058 -- -- -- 8,058
Other................... 5,806 -- -- 1,347 7,153
------- --- ----- ------ -------
Total............... 377,817 531 9,465 21,157 408,970
======= === ===== ====== =======
</TABLE>
F-41
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Monetary amounts stated in thousands of Dutch guilders, except share and per
share amounts)
<TABLE>
<CAPTION>
Revenue for the Six Months Ended June 30, 1998 (unaudited)
-------------------------------------------------------------------------
Cable Programming
Television Telephony Internet/Data & Other Total
------------- ----------- --------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
The Netherlands:
Corporate............. -- -- -- 6,008 6,008
UPCtv................. -- -- -- -- --
chello................ -- -- -- -- --
Priority Telecom...... -- -- -- -- --
Operating companies... 26,523 361 -- -- 26,884
Austria................. 84,846 14 2,442 -- 87,302
Belgium................. 16,543 -- 503 648 17,694
Czech Republic.......... 4,238 -- -- -- 4,238
Norway.................. 46,451 -- 124 -- 46,575
Hungary................. -- -- -- -- --
France.................. 3,114 -- -- -- 3,114
Other................... 2,863 -- -- 592 3,455
------------- --------- ----------- ----------- -------------
Total............... 184,578 375 3,069 7,248 195,270
============= ========= =========== =========== =============
</TABLE>
<TABLE>
<CAPTION>
Revenue for the Six Months Ended June 30, 1999 (unaudited)
-------------------------------------------------------------------
Cable Programming
Television Telephony Internet/Data & Other Intercompany Total
---------- --------- ------------- ----------- ------------ -------
<S> <C> <C> <C> <C> <C> <C>
The Netherlands:
Corporate............. -- -- -- 3,257 -- 3,257
UPCtv................. -- -- -- 26 -- 26
chello................ -- -- 3,743 -- (3,743) --
Priority Telecom...... -- -- -- -- -- --
Operating companies... 86,768 19,769 2,514 -- -- 109,051
Austria................. 86,489 2,304 10,421 -- -- 99,214
Belgium................. 16,158 -- 2,052 -- -- 18,210
Czech Republic.......... 4,712 -- -- -- -- 4,712
Norway.................. 49,283 69 396 -- -- 49,748
Hungary................. 34,885 -- 99 -- -- 34,984
France.................. 6,197 724 282 -- -- 7,203
Other................... 4,686 -- -- 863 -- 5,549
------- ------ ------ ----- ------ -------
Total............... 289,178 22,866 19,507 4,146 (3,743) 331,954
======= ====== ====== ===== ====== =======
</TABLE>
<TABLE>
<CAPTION>
Adjusted EBITDA for the Year Ended December 31, 1996
------------------------------------------------------
Cable Programming
Television Telephony Internet/Data & Other Total
---------- --------- ------------- ----------- -------
<S> <C> <C> <C> <C> <C>
The Netherlands:
Corporate............ -- -- -- (13,528) (13,528)
UPCtv................ -- -- -- -- --
chello............... -- -- -- -- --
Priority Telecom..... -- -- -- -- --
Operating companies.. 11,298 -- -- -- 11,298
Austria................ 81,618 -- -- -- 81,618
Belgium................ 14,592 -- -- -- 14,592
Czech Republic......... (7,477) -- -- -- (7,477)
Norway................. 6,347 -- -- -- 6,347
Hungary................ -- -- -- -- --
France................. (4,421) -- -- -- (4,421)
Other.................. (2,552) -- -- (4,313) (6,865)
------ --- --- ------- -------
Total.............. 99,405 -- -- (17,841) 81,564
====== === === ======= =======
</TABLE>
F-42
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Monetary amounts stated in thousands of Dutch guilders, except share and per
share amounts)
<TABLE>
<CAPTION>
Adjusted EBITDA for the Year Ended December 31, 1997
------------------------------------------------------
Cable Programming
Television Telephony Internet/Data & Other Total
---------- --------- ------------- ----------- -------
<S> <C> <C> <C> <C> <C>
The Netherlands:
Corporate............ -- -- -- (12,205) (12,205)
UPCtv................ -- -- -- -- --
chello............... -- -- -- -- --
Priority Telecom..... -- -- -- -- --
Operating companies.. 12,491 -- 228 -- 12,719
Austria................ 80,475 -- 33 -- 80,508
Belgium................ 13,033 -- 124 1,892 15,049
Czech Republic......... (6,730) -- -- -- (6,730)
Norway................. 36,927 -- -- -- 36,927
Hungary................ -- -- -- -- --
France................. (4,634) -- -- -- (4,634)
Other.................. 1,003 -- -- (18,139) (17,136)
------- ------- ------- ------- -------
Total.............. 132,565 -- 385 (28,452) 104,498
======= ======= ======= ======= =======
<CAPTION>
Adjusted EBITDA for the Year Ended December 31, 1998
------------------------------------------------------
Cable Programming
Television Telephony Internet/Data & Other Total
---------- --------- ------------- ----------- -------
<S> <C> <C> <C> <C> <C>
The Netherlands:
Corporate............ -- -- -- (11,514) (11,514)
UPCtv................ -- -- -- (772) (772)
chello............... -- -- (15,854) -- (15,854)
Priority Telecom..... -- (3,516) -- -- (3,516)
Operating companies.. 22,089 108 (109) -- 22,088
Austria................ 89,839 (4,278) (4,549) -- 81,012
Belgium................ 15,051 -- (2,087) 299 13,263
Czech Republic......... (1,887) -- -- -- (1,887)
Norway................. 36,655 (1,499) (2,108) -- 33,048
Hungary................ 9,989 -- -- -- 9,989
France................. (2,494) (2,383) (200) -- (5,077)
Other.................. (437) -- 48 (8,956) (9,345)
------- ------- ------- ------- -------
Total.............. 168,805 (11,568) (24,859) (20,943) 111,435
======= ======= ======= ======= =======
</TABLE>
F-43
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Monetary amounts stated in thousands of Dutch guilders, except share and per
share amounts)
<TABLE>
<CAPTION>
Adjusted EBITDA for the Six Months Ended June 30, 1998 (unaudited)
---------------------------------------------------------------------------------
Cable Programming
Television Telephony Internet/Data & Other Total
------------- ------------- ---------------- -------------- -------------
<S> <C> <C> <C> <C> <C>
The Netherlands:
Corporate............. -- -- -- (8,091) (8,091)
UPCtv................. -- -- -- (300) (300)
chello................ -- -- (868) -- (868)
Priority Telecom...... -- -- -- -- --
Operating companies... 17,403 130 (51) -- 17,482
Austria................. 46,231 (755) (2,524) -- 42,952
Belgium................. 8,080 -- (1,426) (189) 6,465
Czech Republic.......... (1,427) -- -- -- (1,427)
Norway.................. 17,963 (130) (617) -- 17,216
Hungary................. -- -- -- -- --
France.................. (1,447) (372) (20) -- (1,839)
Other................... 502 -- -- (4,901) (4,399)
------------- ------------- ------------- ------------- -------------
Total............... 87,305 (1,127) (5,506) (13,481) 67,191
============= ============= ============= ============= =============
<CAPTION>
Adjusted EBITDA for the Six Months Ended June 30, 1999 (unaudited)
---------------------------------------------------------------------------------
Cable Programming
Television Telephony Internet/Data & Other Total
------------- ------------- ---------------- -------------- -------------
<S> <C> <C> <C> <C> <C>
The Netherlands:
Corporate............. -- -- -- (22,615) (22,615)
UPCtv................. -- -- -- (6,237) (6,237)
chello................ -- -- (38,911) -- (38,911)
Priority Telecom...... -- (1,525) -- -- (1,525)
Operating companies... 42,990 (5,753) (3,409) (685) 33,143
Austria................. 48,080 (10,532) (317) -- 37,231
Belgium................. 5,118 -- (2,344) -- 2,774
Czech Republic.......... (565) -- -- -- (565)
Norway.................. 21,932 (5,529) (4,389) -- 12,014
Hungary................. 11,289 -- (26) -- 11,263
France.................. (344) (4,704) (1,844) -- (6,892)
Other................... 1,365 -- (176) (4,957) (3,768)
------------- ------------- ------------- ------------- -------------
Total............... 129,865 (28,043) (51,416) (34,494) 15,912
============= ============= ============= ============= =============
</TABLE>
F-44
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Monetary amounts stated in thousands of Dutch guilders, except share and per
share amounts)
The following table reconciles Adjusted EBITDA to UPC's consolidated net loss
before income taxes:
<TABLE>
<CAPTION>
For the Year Ended For the Six Months
December 31, Ended June 30,
--------------------------- -----------------------
1996 1997 1998 1998 1999
------- -------- -------- ----------- -----------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
Adjusted EBITDA.......... 81,564 104,498 111,435 67,191 15,912
Depreciation and amorti-
zation.................. (79,832) (132,888) (187,646) (94,953) (148,404)
Stock-based compensa-
tion.................... -- (4,818) (322,627) (406) (100,186)
------- -------- -------- -------- --------
Net operating (loss)
income................ 1,732 (33,208) (398,838) (28,168) (232,678)
Interest income.......... 2,757 6,512 7,397 2,017 13,520
Interest expense......... (38,475) (70,738) (104,355) (48,155) (62,107)
Provision for loss on in-
vestment related costs.. -- (18,888) (6,230) -- --
Gain on sale of assets... -- -- -- -- 14,625
Foreign exchange (loss)
gain and other expense.. (21,200) (41,063) 2,690 (8,234) (2,595)
------- -------- -------- -------- --------
Net loss before income
taxes and other
items................. (55,186) (157,385) (499,336) (82,540) (269,235)
Share in results of af-
filiated companies,
net..................... (30,712) (25,458) (63,823) (31,619) (33,168)
Minority interests in
subsidiaries............ (2,208) 152 1,153 1,722 115
------- -------- -------- -------- --------
Net loss before income
tax benefit (ex-
pense)................ (88,106) (182,691) (562,006) (112,437) (302,288)
======= ======== ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
Depreciation and
Amortization
---------------------------
For the Years Ended
December 31,
---------------------------
1996 1997 1998
------- -------- --------
<S> <C> <C> <C>
The Netherlands:
Corporate......................................... (2,873) (3,271) (9,478)
UPCtv............................................. -- -- --
chello............................................ -- -- --
Priority Telecom.................................. -- -- (22)
Operating companies............................... (7,267) (8,372) (13,794)
Austria............................................ (42,762) (50,187) (77,281)
Belgium............................................ (13,206) (14,252) (20,486)
Czech Republic..................................... (5,574) (5,471) (7,702)
Norway............................................. (6,969) (47,703) (45,316)
Hungary............................................ -- -- (6,725)
France............................................. (281) (1,416) (4,129)
Other.............................................. (900) (2,216) (2,713)
------- -------- --------
Total............................................ (79,832) (132,888) (187,646)
======= ======== ========
</TABLE>
F-45
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Monetary amounts stated in thousands of Dutch guilders, except share and per
share amounts)
<TABLE>
<CAPTION>
Investments in Long-Lived
Affiliates Assets Capex
--------------- --------------- ---------------
December 31, December 31, December 31,
--------------- --------------- ---------------
1997 1998 1997 1998 1997 1998
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
The Netherlands:
Corporate...................... 413,649 493,051 1,787 5,171 6,534 2,423
UPCtv.......................... -- -- -- -- -- --
chello......................... -- -- -- 4,581 -- 4,588
Priority Telecom............... -- -- -- 31 -- 31
Operating companies............ -- -- 40,174 -- 7,953 18,578
Austria......................... -- -- 233,887 265,640 59,913 82,501
Belgium......................... -- -- 49,542 52,085 11,584 19,760
Czech Republic.................. -- -- 17,956 16,512 4,214 1,041
Norway.......................... -- -- 103,765 119,704 20,647 51,193
Hungary......................... -- -- -- 50,629 -- 13,386
France.......................... -- -- 28,159 76,220 22,809 52,394
Other........................... -- -- 9,712 12,424 3,656 6,816
------- ------- ------- ------- ------- -------
Total......................... 413,649 493,051 484,982 602,997 137,310 252,711
======= ======= ======= ======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
Total Assets
-------------------------------------
As of As of As of
December 31, December 31, June 30,
1997 1998 1999
------------ ------------ -----------
(Unaudited)
<S> <C> <C> <C>
The Netherlands:
Corporate................................ 508,695 567,264 1,347,911
UPCtv.................................... -- 106 3,941
chello................................... -- 6,617 17,532
Priority Telecom......................... -- 174 594
Operating companies...................... 128,609 -- 1,952,274
Austria................................... 653,062 644,791 692,183
Belgium................................... 99,392 109,331 97,381
Czech Republic............................ 30,089 21,730 23,882
Norway.................................... 435,345 414,038 488,197
Hungary................................... -- 164,280 210,169
France.................................... 36,769 96,563 305,260
Other..................................... 23,743 42,885 75,639
--------- --------- ---------
Total................................... 1,915,704 2,067,779 5,214,963
========= ========= =========
</TABLE>
15. Related Party
Agreement with United
In February 1999, United and the Company became parties to a Management
Service Agreement (the "United Service Agreement"), with an initial term
through 2009, pursuant to which United will provide services such as
accounting, financial reporting, investor relations, human resources,
information technology, equipment procurement and testing expenses, corporate
offices lease payments and costs associated with corporate finance activities.
Under the United Service Agreement, the Company will pay United a fixed amount
each month (initially $0.3 million). After the first year of the United Service
Agreement, the fixed amount may be adjusted from time to time by United to
allocate corporate level
F-46
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Monetary amounts stated in thousands of Dutch guilders, except share and per
share amounts)
expenses among United's operating companies, including UPC, taking into account
the relative size of the operating companies and their estimated use of United
resources. In addition, UPC will continue to reimburse United for costs
incurred by United which are directly attributable to UPC. The United Service
Agreement also specifies the basis upon which United may second certain of its
employees to UPC. The Company generally is responsible for all costs incurred
by United with respect to any seconded employee's employment and severance.
Historically, UPC has been self sufficient from a corporate operations
perspective and required nominal assistance from its shareholders, Philips and
United, and solely from United subsequent to December 11, 1997. United and
Philips did not allocate any indirect overhead type costs to the Company from
inception through December 11, 1997 and United did not allocate any such costs
subsequent to December 11, 1997 through December 31, 1998. The only costs
historically charged to UPC were direct costs incurred by Philips and United on
UPC's behalf. Such costs were charged at cost. In connection with the Company's
initial public offering, United and the Company executed the United Service
Agreement which will provide for a fixed allocation in addition to direct out-
of-pocket reimbursements.
Related Party Payables
The Company classifies any unpaid invoices related to seconded employee
expenses or other expenses incurred by United on the Company's behalf as
related party payables on the balance sheet.
Loans to Employees
In 1996, UPC loaned certain employees of the Company amounts for the
exercise of the employees' stock options, taxes on options exercised, or both.
These recourse loans bear interest at 5.0% per annum. The employees' liability
to the Company is presented in the consolidated financial statements net of the
Company's obligation to the employees under the plan. As of December 31, 1998
and 1997, the receivable from employees, including accrued interest totaled
19,177 and 18,561, respectively.
Note Payable to Shareholder
UPC has entered into two promissory notes with United of $100.0 million
(March 1998) and $20.0 million (July 1998). UPC has borrowed $70.0 million and
$16.0 million, respectively, under these two notes (together, this "United
Loan" totals 163,425 as of December 31, 1998). The United Loan bears interest
at 10.75% per annum, is due in 2001, and is convertible at UIH's option into
ordinary shares of UPC at 12.00 per share (March 1998) and 13.57 per share
(July 1998). Total accrued interest as of December 31, 1998 was $6.1 million
(11,587). Subsequent to December 31, 1998, UPC repaid $60.0 million (NLG120
million) of the indebtedness outstanding under the $100.0 million note and all
of the indebtedness outstanding under the $20.0 million note with proceeds form
the initial public offering (see Note 16).
Acquisitions of Interest in PHL and TARA
In November 1998, we purchased from RCL, an entity owned by a discretionary
trust for the benefit of the members of the family of John Riordan, a member of
the Board of Management, (1) a 5% interest in Tara and (2) a 5% interest in our
Irish operating system. The price for these interests was 384,531 shares of
United Class A Common Stock that we acquired as part of the UPC Acquisition.
PIK Notes
In conjunction with the formation of UPC in July 1995, UPC issued to
Philips $133.6 million of convertible subordinated pay-in-kind notes due
January 1, 2005. The PIK Notes had an interest rate of
F-47
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Monetary amounts stated in thousands of Dutch guilders, except share and per
share amounts)
10.0% and were convertible ordinary shares of UPC at $5.55 per share prior to
the repayment date. In conjunction with the UPC Acquisition on December 11,
1997, 170,371 of the outstanding PIK Notes balance was paid by UPC, and United
acquired the remaining outstanding balance of 169,899. United then converted
such PIK Notes into 15,180,261 ordinary shares of UPC at a conversion rate of
11.19 per share (see Note 1).
16. Subsequent Events
Initial Public Offering
During February 1999, the Company successfully completed an initial public
offering selling 44.6 million shares on the Amsterdam Stock Exchange and Nasdaq
National Market System and raising gross and net proceeds from the offering of
approximately NLG2,852.9 million and NLG2,669.6 million, respectively.
Concurrent with the offering, DIC exercised one of its two option agreements
acquiring approximately 1.6 million shares for NLG89.6 million. Proceeds from
the sale of the shares to DIC were used to replay $45.0 million of the DIC Loan
and related interest. Also concurrent with the offering, proceeds were used to
reduce the Senior Revolving Credit Facility (NLG635.8 million, including
accrued interest of NLG15.8 million), repay in its entirety the Bridge Bank
Facility (NLG110.0 million, net of the interest reserve account), acquire
NUON's 49% interest in UTH (NLG518.1 million), and the purchase from NUON of a
NLG33.0 million subordinated loan from UTH, including accrued interest (NLG33.3
million). Subsequent to the offering, we also repaid $80.0 million (NLG157.4
million) of the note payable to United.
Refinancing UTH
Subsequent to December 31, 1998, UTH replaced their existing NLG690.0
million facility with a senior facility ("New Telekabel Facility") and
additional shareholder loans. The senior facility consists of a Euro 340
million (NLG750 million) revolving facility to N.V. Telekabel that will convert
to a term facility on December 31, 2001. Euro 5 million of this facility will
be in the form of an overdraft facility that will be available until December
31, 2007. This facility was used to repay a portion of the UTH facility and for
capital expenditures. The new facility will bear interest at the Euro Interbank
Offered Rate plus a margin between 0.75% and 2.00% based on leverage multiples
tied to N.V. Telekabel's net operating income. The new facility is secured,
among other things, by a pledge over shares held by the borrower and will
restrict N.V. Telekabel's ability to incur additional debt.
Relationship with Microsoft
On January 25, 1999, UPC and Microsoft Corporation signed a letter of
intent providing for the establishment of a technical services relationship. In
connection with this letter of intent, we have agreed to grant Microsoft
warrants to purchase up to 3,800,000 shares or ADSs at Microsoft's option, at
an exercise price of $28.00. Half of these warrants will be issued at the
earlier of April 25, 1999 and the signing of the first definitive agreement.
These warrants will be exercisable after one year from issuance for a period of
three years. The other half of the warrants will be issued upon the signing of
the first definitive agreement. This half of the warrants will vest and become
exercisable based on performance criteria to be established in the definitive
agreements, although they also will not be exercisable until at least one year
after the date of the closing of UPC's initial public offering. The first half
of the warrants are for the right to negotiate to license technology from
Microsoft under definitive agreements to be negotiated in the future. UPC
expects to record as contract acquisition rights approximately NLG64.4 million
associated with the first half of the warrants. Such costs are expected to be
amortized on a straight-line
F-48
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Monetary amounts stated in thousands of Dutch guilders, except share and per
share amounts)
basis over the expected contract life, which is yet to be determined. The
accounting for the cost associated with the second half of the warrants will
depend on the ultimate nature of the performance criteria giving rise to the
earn-out of these warrants. These warrants will be recorded as such at fair
value when it is probable the performance criteria will be met in accordance
with EITF Issue No. 96-18.
DIC Loan
In connection with the loan from DIC, we granted the Discount Group, our
partner in the Israeli system, an option to $90.0 million, plus accrued
interest, ordinary shares at a price equal to 90% of the initial public
offering price. Subsequent to December 31, 1998, we negotiated an amendment to
this option, resulting in an option to acquire $45.0 million, plus accrued
interest, of ordinary shares at a price equal to 90.0% of the initial public
offering price, and, if this option is exercised, another option to acquire
$45.0 million, plus accrued interest, of ordinary shares at a price equal to
the 30 day average closing price of our shares on the Amsterdam Stock Exchange,
or the initial public offering price, whichever is higher. At the IPO, DIC
exercised the first option and thus acquired 1,558,654 ordinary shares of UPC.
The other option is exercisable until September 30, 2000.
Acquisition of Bratislavia Cable TV System
In March 1999, UPC reached final agreement with Siemens Austria ("Siemens")
to purchase Siemens' 95.63% interest in SKT s.r.o., the company that owns and
operates the cable TV system in Bratislava, Slovak Republic. The completion of
the purchase is subject to obtaining the approval of regulatory authorities.
The purchase price for the 95.63% interest is approximately NLG77.5 million
($41 million).
Purchase of IPS from United
In February 1999, United sold to us, in exchange for 4,955,264 of our
ordinary shares, United's approximately 33.5% interest in IPS, a group of
programming entities focusing on the Spanish- and Portuguese-speaking markets.
IPS had revenues of approximately NLG34.0 million for the year ended December
1998.
Exercise of Time Warner Option
Subsequent to December 31, 1998, the Time Warner Note was cancelled as Time
Warner exercised its option to acquire our 50% interest in HBO Hungary and 100%
interest in TV Max.
Agreement for the Purchase of Time Warner Cable France
In March 1999, UPC and Time Warner Entertainment reached a definitive
agreement for the purchase by UPC of 100% of Time Warner Cable France, a
company which controls and operates three cable TV systems in the suburbs of
Paris and Lyon and the city of Limoges. Completion of the purchase, which is
subject to regulatory approval, is expected to take place in the third quarter
of 1999.
F-49
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Monetary amounts stated in thousands of Dutch guilders, except share and per
share amounts)
17. Unaudited Events Subsequent to Date of Auditors' Report
Acquisition of Additional Interest in IPS
In May 1999, the Company acquired a further 16.5% interest in IPS from an
unaffiliated party for approximately USD7.6 million, increasing its ownership
to 50%.
Acquisition of SKT
In June 1999, UPC completed the acquisition of S.K.T. spol s.r.o., which
operates a cable television system in Bratislava, the capital of the Slovak
Republic. The purchase price was USD43.25 million (90.7 million) and was
accounted for under purchase accounting. This system passed approximately
168,000 homes and had approximately 158,000 subscribers as June 30, 1999.
Acquisition of GelreVision
In June 1999, UPC acquired through UTH 100% of the GelreVision multi-
channel television systems in The Netherlands. The acquisition increased UPC's
homes passed by 145,000 and its subscriber base by 132,000, based on June 30,
1999 data. The Company paid 233.9 million for GelreVision. These systems are
contiguous to UPC's A2000 and TeleKabel Beheer operations. The acquisition was
accounted for under purchase accounting.
Effective June 1, 1999, UPC began consolidating its investment in
GelreVision. Details of the net assets acquired, based on preliminary purchase
price allocations using information currently available, were as follows:
<TABLE>
<S> <C>
Property, plant and equipment................................... 105,237
Goodwill........................................................ 143,423
Long-term liabilities........................................... (9,023)
Net current liabilities......................................... (5,712)
-------
Total cash paid............................................... 233,925
=======
</TABLE>
F-50
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Monetary amounts stated in thousands of Dutch guilders, except share and per
share amounts)
The following pro forma condensed consolidated results for the six months
ended June 30, 1999 and 1998 give effect to the acquisition of GelreVision 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 of operations would actually have been if such
transaction had in fact occurred on such date. The pro forma adjustments are
based upon currently available information and upon certain assumptions that
management believes are reasonable.
<TABLE>
<CAPTION>
For the Six Months Ended For the Six Months Ended
June 30, 1999 June 30, 1998
-------------------------- --------------------------
Historical Pro Forma Historical Pro Forma
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Service and other
revenue................ 331,954 344,355 195,270 208,364
============ ============ ============ ============
Net loss................ (301,170) (309,918) (111,323) (119,088)
============ ============ ============ ============
Weighted-average number
of ordinary shares
outstanding............ 115,954,697 115,954,697 82,864,454 82,864,454
============ ============ ============ ============
Basic and diluted net
loss per ordinary
share.................. (2.60) (2.67) (1.34) (1.44)
============ ============ ============ ============
</TABLE>
Acquisition of Reseaux Cables de France
In June 1999, UPC acquired 95.7% of Reseaux Cables de France, the fifth
largest cable television operation in France, which operates cable television
systems throughout France. These systems passed approximately 202,000 homes and
had an aggregate of approximately 74,000 subscribers as of June 30, 1999. The
purchase price was approximately FFR172.0 million (57.8 million) and was
accounted for under purchase accounting. The acquisition is currently subject
to pending arbitration proceedings between the seller and a third party and
UPC's purchase of RCF may be challenged following the conclusion of this
arbitration.
Agreement for the Acquisition of Kabel Plus
In June 1999, UPC agreed to acquire MediaOne's interest in Kabel Plus,
which currently is approximately 94.6%. Kabel Plus owns and operates cable
television and telephony systems in the Czech and Slovak Republics. The systems
of Kabel Plus passed approximately 620,000 homes and had an aggregate of
approximately 359,000 subscribers as of June 30, 1999. The purchase price is
USD150.0 million (319.5 million).
144A Offering of Senior Notes
On July 27, 1999, UPC completed a USD1.5 billion bond offering. The
offering consists of three tranches: USD800.0 million of ten-year senior notes
due 2009 with a 10 7/8% coupon; Euro 300.0 million of ten-year senior notes due
2009 with a coupon of 10 7/8%; and USD735.0 million aggregate principal amount
of ten-year 12 1/2% senior discount notes due 2009. The senior discount notes
were sold at 54.521% of face value amount yielding gross proceeds of
approximately USD400.0 million and will accrue interest, but no interest is
payable until 2004. The USD800.0 million of senior notes was swapped into Euros
to minimize UPC's currency and interest rate exposure. The swap will yield an
initial average interest rate on the swap portion of 7.8% and an initial
weighted average interest rate on the total USD1.5 billion offering of 9.7%.
F-51
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Monetary amounts stated in thousands of Dutch guilders, except share and per
share amounts)
Senior Credit Facility
On July 27, 1999, UPC and a syndicate of banks entered into a Euro 1.0
billion multi-currency senior secured credit facility (the "Senior Credit
Facility"). Until the earlier of October 31, 1999 and the completion of the
syndication of the Senior Credit Facility, availability under the Senior Credit
Facility is limited to Euro 500.0 million and such amount may not be used to
fund any acquisitions. The Senior Credit Facility matures on July 26, 2006 and
is comprised of two tranches. The Euro 750.0 million Tranche A is a senior
secured reducing revolving credit facility. The Tranche B is a Euro 250.0
million term loan credit facility. The Senior Credit Facility bears interest at
the EURIBOR (for borrowings in Euros) and at the LIBOR (for all other
borrowings) plus a margin between 0.75% and 2.0%, plus an additional cost of
funding. The Senior Revolving Credit Facility was refinanced with funds from
the Senior Credit Facility.
Acquisition of Stjarn
On July 30, 1999, UPC acquired the stock of NBS Nordic Broadband Services
AB, whose primary asset is the operating company StjarnTVnatel AB ("Stjarn")
for a purchase price of USD397.0 million (817.8 million). USD100.0 million
(206.0 million) of the purchase price will be paid in the form of a one year
note with interest at 8% per year and the balance of the purchase price will be
paid in cash. The note will automatically convert into UPC's equity in the
event of a public equity offering of its new ordinary shares B. If no public
equity offering occurs, UPC will have the option, at maturity of the note, to
pay the note in either cash or its stock. Stjarn operates cable television
systems serving the greater Stockholm area and leases its fiber optic network
which has access to 770,000 homes and 30,000 businesses. Stjarn systems passed
approximately 422,000 homes and had approximately 240,000 subscribers as of
June 30, 1999.
Amendment to the Articles of Association
In July 1999, at the annual shareholders' meeting, the shareholders
approved the amendment of UPC's Articles of Association to authorize 100
million ordinary shares B with the right to cast 1 vote per share and to
increase the voting rights of the newly re-named ordinary shares A (formerly
the ordinary shares), the priority shares, the preference shares A and the
preference shares B to 100 votes per share. The shareholders also approved an
increase in the nominal value of each issued and outstanding ordinary share A
and each priority share from Euro 0.30 to Euro 2.0.
Acquisition of an Interest in SBS Broadcasting S.A.
In July 1999, UPC closed the purchase of approximately 4.8% of SBS
Broadcasting S.A. for cash of approximately USD24.3 million (50.1 million). In
August 1999, UPC acquired an additional 8.5% for USD75.9 million (154.8
million), increasing its ownership to 13.3% in SBS. SBS owns and operates
television and radio stations across nine countries in Europe.
Acquisition of @Entertainment
On August 6, 1999, UPC completed its tender offer for all outstanding
shares of @Entertainment at a price of USD19.00 per share in cash. Subsequently
all remaining outstanding common stock, preferred stock, stock options and
stock warrants were purchased by UPC. The purchase price for @Entertainment was
USD807.0 million (1,654.4 million). @Entertainment provides cable television,
DTH satellite television services and related programming in Poland. These
systems had approximately 1,669,000 homes passed, 967,000 cable subscribers and
130,000 DTH subscribers as of June 30, 1999.
F-52
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Monetary amounts stated in thousands of Dutch guilders, except share and per
share amounts)
The consummation of the Company's tender offer of @Entertainment, resulted
in a change of control, and as a result, @Entertainment will be obligated to
offer to repurchase any notes that the note holders put to it at 101% of their
principal amount, plus accrued and unpaid interest. The Company expects that
the holders of the @Entertainment PCI notes and the Series C Senior Discount
Notes may exercise their rights to require the purchase of their notes
following the change of control triggered by the Company's acquisition of
@Entertainment. If the holders of those notes exercised their rights to put all
of their notes, this would require @Entertainment to repay approximately
USD140.3 million (298.9 million) of debt. The @Entertainment 1999 Series B 14
1/2% Senior Discount Notes and the @Entertainment 14 1/2% 1998 Senior Discount
Notes of which USD233.9 million (498.3 million) was outstanding at June 30,
1999, contain a similar provision enabling holders to require @Entertainment to
purchase the notes following a change of control. Given the coupon on those
notes, however, the Company does not expect any significant number of holders
of those notes to exercise their put rights. The actual amount exercised may
differ significantly from the Company's expectations.
Acquisition of Videopole
In August 1999, UPC completed the acquisition of Videopole for a total
purchase price of USD135.1 million (279.4 million). The purchase price was paid
with cash of USD65.2 million (134.8 million) and 955,376 ordinary shares A,
which are registered on the Amsterdam Stock Exchange only. The share price was
based on a 20-day average stock price through August 2, 1999.
Acquisition of Time Warner Cable France
In August 1999, UPC purchased 100% of Time Warner Cable France, a company
which controls and operates three cable TV systems in the suburbs of Paris and
Lyon and the city of Limoges. The purchase price for Time Warner Cable France
is USD71.1 million (149.3 million). Simultaneously with the acquisition of Time
Warner Cable France, UPC acquired an additional 47.62% in one of the operating
systems in which Time Warner Cable France had a 49.88% interest for FFR 89.3
million (30.0 million), increasing UPC's ownership to 97.5%. The systems passed
approximately 232,000 homes and had approximately 69,000 subscribers as of June
30, 1999.
Acquisition of A2000
In September 1999, UPC acquired the 50% interest in A2000 that it did not
already own for USD229.0 million (471.7 million). A2000 operates systems
serving Amsterdam and its surrounding communities of Landsmeer, Purmerend,
Zaanstad, Ouder-Amstel and Hilversum. A2000 systems passed approximately
580,000 homes and had approximately 532,000 cable subscribers, 26,000 cable
telephone subscribers and 14,400 high-speed Internet subscribers as of June 30,
1999.
F-53
<PAGE>
INDEPENDENT AUDITORS' REPORT
Introduction
We have audited the consolidated financial statements of UNITED TELEKABEL
HOLDING N.V., Amsterdam, The Netherlands, for the year 1998 for purpose of
inclusion in the Form 10-K of one of its shareholders. These financial
statements are the responsibility of the company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
Scope
We conducted our audit in accordance with auditing standards generally
accepted in The Netherlands, which are substantially the same as those
generally accepted in the United States of America. Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
Opinion
In our opinion, the consolidated financial statements give a true and fair
view of the financial position of the company as at December 31, 1998 and of
the result for the period from commencement of operations at August 6, 1998
then ended in accordance with accounting principles generally accepted in The
Netherlands.
Generally accepted accounting principles in The Netherlands vary in certain
significant respects from generally accepted accounting principles in the
United States of America. Application of generally accepted accounting
principles in the United States of America would have affected total assets,
statement of operations and shareholders' equity as at and for the period from
commencement of operations at August 6, 1998 ended December 31, 1998, to the
extent summarized in Note 18. to the consolidated financial statements.
Arthur Andersen
Amstelveen, The Netherlands,
March 19, 1999
F-54
<PAGE>
UNITED TELEKABEL HOLDING N.V.
CONSOLIDATED BALANCE SHEET
As of December 31, 1998
(stated in thousands of Dutch Guilders)
<TABLE>
<S> <C>
ASSETS
Fixed assets:
Intangible fixed assets............................................. 564,438
Tangible fixed assets............................................... 847,056
Affiliated companies................................................ 206,332
---------
Total fixed assets................................................ 1,617,826
---------
Current assets:
Inventories......................................................... 3,091
Receivables......................................................... 40,638
Cash and cash equivalents........................................... 10,475
---------
Total current assets.............................................. 54,204
---------
Total assets.......................................................... 1,672,030
=========
SHAREHOLDERS' EQUITY AND LIABILITIES
Shareholders' Equity.................................................. 635,521
Minority interest..................................................... 1,104
---------
636,625
Provisions............................................................ 42,054
Long-term liabilities................................................. 232,727
Current liabilities................................................... 760,624
---------
Total shareholders' equity and liabilities........................ 1,672,030
=========
</TABLE>
F-55
<PAGE>
UNITED TELEKABEL HOLDING N.V.
CONSOLIDATED STATEMENT OF OPERATIONS
For the Period From Commencement of Operations
(August 6, 1998) to December 31, 1998
(stated in thousands of Dutch Guilders)
<TABLE>
<S> <C>
Total revenues........................................................ 99,122
Direct operating expenses........................................... (33,172)
Selling, general and administrative expenses........................ (36,096)
Depreciation and amortization....................................... (39,490)
--------
Total operating expenses.............................................. (108,758)
--------
Operating loss...................................................... (9,636)
Financial income and expense........................................ (16,699)
--------
Loss before income taxes.............................................. (26,335)
Income taxes........................................................ 1,212
--------
Loss after taxes...................................................... (25,123)
Share in results of affiliated companies............................ (24,486)
--------
Group loss............................................................ (49,609)
Minority interest................................................... 235
--------
Net loss.............................................................. (49,374)
========
</TABLE>
F-56
<PAGE>
UNITED TELEKABEL HOLDING N.V.
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Period From Commencement of Operations
(August 6, 1998) to December 31, 1998
(stated in thousands of Dutch Guilders)
<TABLE>
<S> <C>
Cash flows from operating activities:
Net loss............................................................ (49,374)
Adjustments to reconcile net loss to net cash flows from operating
activities:
Depreciation and amortization..................................... 39,490
Share in results of affiliated companies, net..................... 24,486
Minority interest in subsidiaries................................. (235)
Changes in assets and liabilities:
Decrease in current assets........................................ 40,098
(Decrease) in current liabilities................................. (55,186)
(Decrease) in deferred taxes and other provisions................. (1,132)
--------
Net cash flows from operating activities............................ (1,853)
--------
Cash flows from investing activities:
Capital expenditures................................................ (121,384)
Loan to affiliated companies........................................ (7,120)
Acquisitions, net of cash acquired.................................. (12,588)
--------
Net cash flows from investing activities............................ (141,092)
--------
Cash flows from financing activities:
Proceeds from short-term borrowings................................. 120,705
Proceeds from long-term borrowings.................................. 9,621
--------
Net cash flows from financing activities............................ 130,326
--------
Net decrease in cash and cash equivalents........................... (12,619)
Cash and cash equivalents at beginning of period.................... 100
Cash and cash equivalents contributed............................... 22,994
--------
Cash and cash equivalents at end of period.......................... 10,475
========
Supplemental cash-flow disclosures:
Cash paid for interest.............................................. (19,470)
========
Non-cash investing activities:
Contribution of Dutch cable systems
Working capital................................................... (73,850)
Affiliated companies.............................................. 223,698
Tangible fixed assets............................................. 764,762
Intangible fixed assets........................................... 550,911
Short-term debt................................................... (544,918)
Long-term liabilities............................................. (223,106)
Provisions........................................................ (35,696)
Cash and cash equivalents......................................... 22,994
--------
Equity contributed.................................................. 684,795
========
</TABLE>
F-57
<PAGE>
UNITED TELEKABEL HOLDING N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Period From Commencement of Operations
(August 6, 1998) to December 31, 1998
(Monetary amounts stated in thousands of Dutch Guilders)
1. Organization and Nature of Operations
United Telekabel Holding N.V. ("UTH" or the "Company"), legally seated in
Almere, The Netherlands, was legally formed in May 1998 and commenced
operations on August 6, 1998. UTH was formed as a joint venture between United
Pan-Europe Communications N.V. ("UPC") and N.V. NUON Energie-Onderneming voor
Gelderland, Friesland en Flevoland ("NUON"). UPC became a 51% shareholder and
NUON a 49% shareholder. UTH was formed for the purpose of offering cable-based
communications through its networks in The Netherlands. UTH currently offers
cable television services and is further developing and upgrading its network
to provide digital video, voice and Internet/data services in its Dutch
markets.
UTH commenced operations on August 6, 1998 when both shareholders
contributed their interests in Dutch cable television operating companies to
UTH. NUON contributed its interest in N.V. Telekabel Beheer ("Telekabel") and
UPC contributed its interest in Cable Network Brabant Holding B.V. ("CNBH") and
50% of the shares in A2000 Holding N.V. ("A2000"). UTH recorded the assets
contributed at their fair market value. The table below summarizes the opening
balance sheet of UTH, based on the net assets contributed at their fair market
values by NUON and UPC as of August 6, 1998.
<TABLE>
<S> <C>
Cash and cash equivalents contributed.............................. 23,094
Other current assets............................................... 83,827
Affiliated companies............................................... 223,698
Tangible fixed assets.............................................. 764,762
Intangible fixed assets............................................ 550,911
---------
Total assets..................................................... 1,646,292
=========
Short-term debt.................................................... 544,918
Other current liabilities.......................................... 157,677
Provisions......................................................... 35,696
Long-term liabilities.............................................. 223,106
Shareholders' equity and liabilities............................... 684,895
---------
Total shareholders' equity and liabilities....................... 1,646,292
=========
</TABLE>
Due to the fact that operations commenced at August 6, 1998, no comparative
financial statements have been presented. Proforma information (unaudited) is
presented in note 19.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in The Netherlands for
financial statements. The accounting policies followed in the preparation for
the consolidated financial statements, differ in some respects to those
generally accepted in the United States of America (US GAAP). See note 18.
The preparation of financial statements in conformity with Dutch generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
F-58
<PAGE>
UNITED TELEKABEL HOLDING N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands of Dutch Guilders)
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. In the
opinion of management, all adjustments (consisting of normal recurring
accruals) have been made which are necessary to present fairly the financial
position of the Company as of December 31, 1998 and the results of its
operations for the period from commencement of operations (August 6, 1998) to
December 31, 1998.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of
UTH and its group companies (the "UTH Group"). Group companies are companies or
other legal entities in which UTH has an ownership interest of more than 50% of
the issued share capital or that UTH otherwise controls. All significant
intercompany accounts and transactions have been eliminated in consolidation.
The following chart presents a summary of UTH's significant investments in
multi-channel television, programming and telephony operations as of December
31, 1998:
<TABLE>
<CAPTION>
Name City Percentage Ownership
---- --------- --------------------
<S> <C> <C>
Cable Network Brabant Holding BV.............. Eindhoven 100
N.V. Telekabel Beheer......................... Arnhem 100
A2000 Holding N.V............................. Amsterdam 50(1)
Uniport Communications B.V.................... 80
</TABLE>
- --------
(1) Not consolidated
Foreign Currencies
Assets and liabilities denominated in foreign currencies are translated
into Dutch guilders at the yearend exchange rate. Transactions in foreign
currencies are translated at the exchange rate in effect at the time of the
transaction. The exchange results are recorded under financial income and
expense in the statement of income.
Balance Sheet
(a) General
Assets and liabilities are stated at face value unless indicated otherwise.
(b) Fixed assets
Intangible fixed assets
The excess of investments in consolidated subsidiaries over the net
tangible asset value at acquisition is amortized on a straight-line basis over
15 years. Licenses in newly acquired companies are recognized at the fair
market value of those licenses at the date of acquisition and include the
development costs incurred prior to the date a new license was acquired. The
license value is amortized on a straight-line basis over the initial license
period, up to a maximum of 20 years. Deferred financing costs are amounts spent
in connection with financing the UTH Group. The amortization period is the
period relating to the term of the financing. When assets are fully amortized,
the costs and accumulated amortization are removed from the accounts.
Tangible fixed assets
Tangible fixed assets are stated at cost. Additions, replacements,
installation costs and major improvements are capitalized, and costs for normal
repair and maintenance of tangible fixed assets are
F-59
<PAGE>
UNITED TELEKABEL HOLDING N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands of Dutch Guilders)
charged to expense as incurred. Assets constructed by subsidiaries of UTH
incorporate overhead expense and interest charges incurred during the period of
construction; investment subsidies are deducted. Depreciation is calculated
using the straight-line method over the economic life of the asset, taking into
account the residual value. The economic lives of tangible fixed assets at
acquisition are as follows:
<TABLE>
<S> <C>
Networks......................................................... 7-20 years
Buildings and leasehold improvements............................. 20-33 years
Machinery & Other................................................ 3-10 years
</TABLE>
Affiliated Companies
For those investments in companies in which UTH's ownership interest is 20%
to 50%, its investments are held through a combination of voting common stock,
preferred stock, debentures or convertible debt and/or UTH exerts significant
influence through board representation and management authority, or in which
majority control is deemed to be temporary, the equity method of accounting is
used. Under this method, the investment, originally recorded at fair market
value, is adjusted to recognize UTH's proportionate share of net earnings or
losses of the affiliates, limited to the extent of UTH's investment in and
advances to the affiliates, including any debt guarantees or other contractual
funding commitments. UTH's proportionate share of net earnings or losses of
affiliates includes the amortization of the excess of its cost over its
proportionate interest in each affiliate's net tangible assets or the excess of
its proportionate interest in each affiliate's net tangible assets in excess of
its cost.
(c) Receivables
Receivables are stated at face value, less an allowance for doubtfull
accounts. The allowance for doubtful accounts is based upon specific
identification of overdue accounts receivable. An allowance for a percentage of
the account is established once the receivable is overdue. Upon disconnection
of the subscriber, the account is fully reserved. The allowance is maintained
on the books until receipt of payment or for a maximum of three years.
(d) Cash and Cash Equivalents
Cash and cash equivalents include cash and investments with original
maturities of less than three months.
(e) Provisions
Deferred tax liabilities arising from temporary differences between the
financial and tax bases of assets and liabilities are included in the
provisions. The principal differences arise in connection with valuation
differences of intangible fixed assets. In calculating the provision, current
tax rates are applied.
UTH accounts for income taxes under the asset and liability method, which
requires recognition of, deferred tax assets and liabilities for the expected
future income tax consequences of transactions, which have been included in the
financial statements or tax returns. Under this method, deferred tax assets and
liabilities are determined based on the difference between the financial
statement and income tax basis of assets, liabilities and loss carry forwards
using enacted tax rates in effect for the year in which the differences are
expected to reverse. Net deferred tax assets are then reduced by a valuation
allowance if management believes it is more likely than not they will not be
realized.
(f) Fair value of financial instruments
SFAS Statement No. 107, "Disclosures about Fair Values of Financial
Instruments" requires the disclosure of estimated fair values for all financial
instruments, both on- and off-balance sheet, for which it
F-60
<PAGE>
UNITED TELEKABEL HOLDING N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands of Dutch Guilders)
is practicable to estimate fair value. For certain instruments, including cash
and cash equivalents, receivables, current liabilities and certain provisions,
it was assumed that the carrying amount approximated fair value due to the
short maturity of those instruments. For short and long term debt, the carrying
value approximates the fair value since all debt instruments carry a variable
interest rate component except for the convertible loans which carried a fixed
interest rate. For investments in affiliated companies carried at cost, quoted
market prices for the same or similar financial instruments were used to
estimate the fair values. UTH has adopted the principles of this statement in
its financial statements. UTH did not have any material off-balance-sheet
financial instruments as of December 31, 1998.
(g) Recoverability of Tangible and Intangible fixed assets
UTH evaluates the carrying value of all tangible and intangible assets
whenever events or circumstances indicate the carrying value of assets may
exceed their recoverable amounts. An impairment loss is recognized when the
estimated future cash flows (undiscounted and without interest) expected to
result from the use of an asset are less than the carrying amount of the asset.
Measurement of an impairment loss is based on the fair value of the asset
computed using discounted cash flows if the asset is expected to be held and
used. Measurement of an impairment loss for an asset held for sale would be
based on fair market value less estimated costs to sell.
(h) Concentration of Credit Risk
Financial instruments which potentially subject UTH to concentrations of
credit risk consist principally of trade receivables. Concentrations of credit
risk with respect to trade receivables are limited due to UTH's large number of
customers.
(i) Other Comprehensive Income
UTH has adopted Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income" ("SFAS 130"), which requires that an
enterprise (i) classify items of other comprehensive income by their nature in
a financial statement and (ii) display the accumulated balance of other
comprehensive income separately from retained earnings and additional paid-in
capital in the equity section of a statement of financial position. As of
December 31, 1998, UTH had no other comprehensive income items.
Income Statement
Revenue is primarily derived from the sale of cable television services to
subscribers and is recognized in the period the related services are provided.
Initial installation fees are recognized as revenue in the period in which the
installation occurs, to the extent installation fees are equal to or less than
direct selling costs, which are expensed. To the extent installation fees
exceed direct selling costs, the excess fees are deferred and amortized over
the average contract period. All installation fees and related costs with
respect to reconnections and disconnections are recognized in the period in
which the reconnection or disconnection occurs.
New Accounting Principles
In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-1, "Accounting For the Costs of Computer
Software Developed or Obtained for Internal Use" ("SOP 98-1"), which provides
guidance on accounting for the costs of computer software developed or obtained
for internal use. SOP 98-1 identifies the characteristics of internal-use
software and provides examples to assist in determining when computer software
is for internal use. SOP 98-1 is effective for financial statements for fiscal
years beginning after December 15, 1998, for projects in progress and
prospectively,
F-61
<PAGE>
UNITED TELEKABEL HOLDING N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands of Dutch Guilders)
with earlier application encouraged. Management believes that the adoption of
SOP 98-1 will not have a material effect on the financial statements.
The American Institute of Certified Public Accountants recently issued
Statement of Position 98-5, "Reporting on the Costs of Start-Up Activities"
("SOP 98-5"), which is required to be adopted by affected companies for fiscal
years beginning after December 15, 1998. SOP 98-5 defines start-up and
organization costs, which must be expensed as incurred. In addition, all
deferred start-up and organization costs existing as of January 1, 1999 must be
written-off and accounted for as a cumulative effect of an accounting change.
Management believes that the adoption of SOP 98-1 will not have a material
effect on the financial statements.
The Financial Accounting Standards Board 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 SFAS 133, accounting for changes in fair value of a derivative
depends on its intended use and designation. SFAS 133 is effective for fiscal
years beginning after June 15, 1999. Management is currently assessing the
effect of this new standard.
3. Intangible fixed assets
<TABLE>
<CAPTION>
Licenses and Deferred
Total Goodwill Financing Costs
------- ------------ ---------------
<S> <C> <C> <C>
Value upon contribution............... 550,911 547,869 3,042
Investments........................... 30,996 29,745 1,251
Amortization.......................... (17,469) (17,149) (320)
------- ------- -----
Book value as of December 31, 1998.... 564,438 560,465 3,973
======= ======= =====
</TABLE>
<TABLE>
<CAPTION>
Balance as of December 31, 1998
-------------------------------------
Licenses and Deferred
Total Goodwill Financing Costs
------- ------------ ---------------
<S> <C> <C> <C>
Gross Value........................... 581,907 577,614 4,293
Amortization.......................... (17,469) (17,149) (320)
------- ------- -----
Book value as of December 31, 1998.... 564,438 560,465 3,973
======= ======= =====
</TABLE>
4. Tangible fixed assets
<TABLE>
<CAPTION>
Land and Machinery
Total Buildings Network & Other
------- --------- ------- ---------
<S> <C> <C> <C> <C>
Value upon contribution............... 764,762 6,025 745,503 13,234
Additions............................. 104,315 130 102,023 2,162
Depreciation.......................... (22,021) (182) (20,005) (1,834)
------- ----- ------- ------
Book value as of December 31, 1998.... 847,056 5,973 827,521 13,562
======= ===== ======= ======
</TABLE>
<TABLE>
<CAPTION>
Balance as of December 31, 1998
-------------------------------------
Land and Machinery
Total Buildings Network & Other
------- --------- ------- ---------
<S> <C> <C> <C> <C>
Cost.................................. 869,077 6,155 847,526 15,396
Depreciation.......................... (22,021) (182) (20,005) (1,834)
------- ----- ------- ------
Book value as of December 31, 1998.... 847,056 5,973 827,521 13,562
======= ===== ======= ======
</TABLE>
F-62
<PAGE>
UNITED TELEKABEL HOLDING N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands of Dutch Guilders)
5. Affiliated companies
<TABLE>
<CAPTION>
Total Investments Advances
------- ----------- --------
<S> <C> <C> <C>
Balance upon contribution...................... 223,698 223,698 --
Additions...................................... 7,120 -- 7,120
Share in result................................ (24,486) (24,486) --
------- ------- -----
Balance as of December 31, 1998................ 206,332 199,212 7,120
======= ======= =====
</TABLE>
The investments in affiliated companies as of December 31, 1998 are:
<TABLE>
<CAPTION>
Investments in and Cumulative Share
% Advances to In Results of
Ownership Affiliated Companies Affiliated Companies Total
--------- -------------------- -------------------- -------
<S> <C> <C> <C> <C>
A2000........... 50 229,481 (24,449) 205,032
Interway........ 33 1,337 (37) 1,300
------- ------- -------
Total........... 230,818 (24,486) 206,332
======= ======= =======
</TABLE>
UTH had the following differences related to the excess of cost over the
net tangible assets acquired for its equity investments. Such differences are
being amortized over 12 to 15 years:
<TABLE>
<CAPTION>
Basis Accumulated
Difference Amortization
---------- ------------
<S> <C> <C>
A2000................................................ 249,236 (8,200)
======= ======
</TABLE>
These differences have been presented as affiliated companies and share in
result of affiliated companies respectively.
Subsequent to year end, UPC provided a letter of support to A2000 stating
that it would continue to provide to A2000 the funding necessary to continue
operations through at least 1999.
Summary financial information for A2000 based on Dutch generally accepted
accounting principles is as follows:
<TABLE>
<CAPTION>
As of December 31,
1998
------------------
<S> <C>
Balance sheet
Intangible fixed assets................................... 113,361
Tangible fixed assets..................................... 356,623
Financial fixed assets.................................... 770
Liquid assets............................................. 369
Other current assets...................................... 37,482
-------
Total assets............................................ 508,605
=======
Provisions................................................ 1,610
Long-term debt............................................ 467,430
Current liabilities....................................... 125,813
-------
Total liabilities....................................... 594,853
-------
Total shareholders' value................................. (86,248)
=======
</TABLE>
F-63
<PAGE>
UNITED TELEKABEL HOLDING N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands of Dutch Guilders)
<TABLE>
<CAPTION>
For the Five Months
Ended December 31,
1998
-------------------
<S> <C>
Statement of income
Revenue.................................................. 53,954
Costs.................................................... (39,271)
Depreciation and amortization............................ (35,888)
Financial income/charges................................. (11,293)
-------
Net loss............................................... (32,498)
=======
</TABLE>
6. Receivables
Receivables as presented under current assets mature within one year and are
specified as follows:
<TABLE>
<S> <C>
Trade accounts receivable............................................. 22,519
Receivables from affiliated companies................................. 1,654
Prepaid expenses and accrued income................................... 1,447
Other receivables..................................................... 15,018
------
Total............................................................... 40,638
======
</TABLE>
A major item under "other receivables" is current reclaimable VAT 3,676. As
of December 31, 1998 the valuation allowance on trade receivables amounted to
538.
7. Cash and cash equivalents
Cash and cash equivalents include demand accounts held in a bank with a
maturity of less than three months.
8. Shareholders' Equity
UTH's issued share capital consists of 100,000 shares with a par value of
NLG 1 each. All issued shares are fully paid-in.
<TABLE>
<CAPTION>
Ordinary Additional Accumulated
Capital Paid-in Capital Deficit Total
-------- --------------- ----------- -------
<S> <C> <C> <C> <C>
Balance at inception......... 100 -- -- 100
Balances upon contribution of
properties to joint venture,
August 6, 1998.............. -- 684,795 -- 684,795
Net loss..................... -- -- (49,374) (49,374)
--- ------- ------- -------
100 684,795 (49,374) 635,521
=== ======= ======= =======
</TABLE>
9. Provisions
Provisions relate mainly to deferred taxation.
10. Long-term liabilities
<TABLE>
<CAPTION>
Average Amount
Range of Rate of Outstanding
Interest Interest December 31, 1998
-------- -------- -----------------
<S> <C> <C> <C>
Bank loans............................... 5-7.625% 5.2 235,947
</TABLE>
F-64
<PAGE>
UNITED TELEKABEL HOLDING N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands of Dutch Guilders)
Long-term liabilities at December 31, 1998 will be payable as follows:
<TABLE>
<CAPTION>
Bank Loans
----------
<S> <C>
1999.................................................. 3,220
2000.................................................. 2,353
2001.................................................. 8,404
2002.................................................. 16,948
2003.................................................. 30,104
Thereafter............................................ 174,918
-------
Total............................................... 235,947
=======
</TABLE>
On February 20, 1998 CNBH secured a 250,000 nine-year term facility, which
was amended in August 1998 to 266,000. The CNBH facility bears interest at the
applicable Amsterdam Interbank Offered Rate ("AIBOR") plus a margin ranging
from 0.60% to 1.60% per annum, and is secured by, among other things, an
encumbrance over CNBH's assets and a pledge of the shares of CNBH. The facility
is used to refinance several acquisitions and will furthermore be used for the
development and exploitation of enhanced cable TV services, data services and
telephony services. As of December 31, 1998, 219,000 was outstanding on the
facility.
The shares of UTH held by UPC are pledged for a certain loan of UPC.
11. Current Liabilities
The current liabilities relate to short-term debt and other liabilities
which are specified below:
<TABLE>
<S> <C>
(a)Short-term debt
Long-term debt repayable within one year........................... 3,220
Short-term debt to shareholders.................................... 662,403
-------
Total............................................................ 665,623
=======
</TABLE>
Short term debt to shareholders as of December 31, 1998
NUON's contribution to UTH included an existing 690,000-debt facility with
an outstanding balance of approximately 543,000 (as of August 6, 1998). This
facility bears an interest rate of 6.65% over the reporting period up to
November 30, 1998. As of November 30, 1998 this rate was increased with 1.5%.
As of December 31, 1998, approximately 614,000 was outstanding on the facility.
The debt facility is due March 15, 1999, with an extension period of 15 days.
As security for repayment of the debt facility, NUON received a pledge over the
shares of N.V. Telekabel Beheer (the assets contributed by NUON). UTH has
negotiated with the lenders to refinance the debt facility (see Note 20.).
Subordinated loans
UTH entered into a subordinated loan agreement with NUON in December 1998
for an amount of NLG 33.0 million. The interest payable is 5.5% on an annually
basis.This subordinated loan was entered into for purposes of continuing
funding of incurred losses and capital expenditures.UTH entered into a
subordinated loan agreement with UPC in December 1998 for an amount of NLG 15.2
million. The interest payable is 5.5% on an annually basis. This subordinated
loan was entered into for purposes of continuing funding of incurred losses and
capital expenditures.
F-65
<PAGE>
UNITED TELEKABEL HOLDING N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands of Dutch Guilders)
<TABLE>
<S> <C>
(b)Other Liabilities
Accounts payable to trade creditors................................ 47,459
Deposits by customers.............................................. 197
Other short-term liabilities....................................... 39,855
Deferred income and accrued expenses............................... 7,490
-------
Total............................................................ 95,001
-------
Total current liabilities........................................ 760,624
=======
</TABLE>
12. Information per geographical area
All operations of UTH are in The Netherlands. In addition, substantially
all operations relate to cable television services.
13. Personnel
Labour cost is specified as follows:
<TABLE>
<S> <C>
Salaries and wages.................................................... 9,173
Pension costs......................................................... 538
Social securities..................................................... 1,911
------
Total............................................................... 11,622
======
</TABLE>
The information about employees by category is as follows:
<TABLE>
<S> <C>
Operating................................................................ 160
Other.................................................................... 184
---
Total.................................................................. 344
===
</TABLE>
14. Financial income and expenses
<TABLE>
<S> <C>
Interest income..................................................... 14
Interest expense.................................................... (16,713)
-------
Total............................................................. (16,699)
=======
</TABLE>
Under interest expense an amount of 11,348 was accounted for as interest
related parties.
15. Income taxes
In general, a Dutch holding company may benefit from the so-called
participation exemption. The participation exemption is a facility in Dutch
corporate tax law which under certain conditions allows a Dutch company to
exempt any dividend income and capital gains in relation with its participation
in subsidiaries. Capital losses are also exempted, apart from liquidation
losses (under stringent conditions).
For UTH the primary difference between taxable loss and net loss for
financial reporting purposes relates to the amortization of goodwill. The
consolidated financial statements have been prepared assuming partial tax basis
for license fees capitalized relating to certain acquisitions. Deferred taxes
have been provided for that portion of the licenses which management believes
no tax basis will be allowed.
F-66
<PAGE>
UNITED TELEKABEL HOLDING N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands of Dutch Guilders)
The difference between income tax expense provided in the financial
statements and the expected income tax benefit at statutory rates is reconciled
as follows:
<TABLE>
<S> <C>
Expected income tax benefit at the Dutch statutory rate of 35%....... (9,217)
Tax effect of permanent and other differences:
Change in valuation allowance...................................... 6,541
Non-deductible expenses............................................ 1,464
------
Total income tax benefit......................................... (1,212)
======
</TABLE>
The significant components of the net deferred tax liability are as
follows:
<TABLE>
<S> <C>
Deferred Tax Assets:
Tax net operating loss carries forward............................ 20,112
Valuation allowance............................................... (20,112)
-------
Deferred tax assets, net of valuation allowance................. 0
-------
Deferred Tax Liabilities:
Intangible assets................................................. 33,438
Tangible fixed assets, net........................................ 962
-------
Total deferred tax liabilities.................................... 34,400
-------
Deferred tax liabilities, net................................... 34,000
=======
</TABLE>
The tax loss carry forwards have no expiration date.
16. Related parties transactions
UTH signed management services agreements with both of its shareholders. In
the reporting period an amount of NLG 4,255 has been taken into account as
expenses. In addition UTH delivers service to NUON. These services are rendered
at arms' length prices and made up 8% of the revenues over the reporting
period. As mentioned under Note 11 UTH has a short-term debt payable to NUON as
well as subordinated loans to both NUON and UPC. UPC charged an amount of 988
for salaries and related costs for employees seconded to UTH Group.
17. Commitments and Guarantees
The UTH Group has entered into various rent and lease agreements for office
space, cars etc. The terms of the agreements call for future minimum payments
as follows:
<TABLE>
<S> <C>
1999................................................................... 4,000
2000................................................................... 3,200
2001................................................................... 2,100
2002................................................................... 1,600
2003................................................................... 1,400
</TABLE>
Subsequent to December 31, 1998, UTH provided additional funding to A2000.
In total UTH's share of the funding commitment is $15,000. As of December 31,
1998, UTH had funded $3,750 of its commitment.
F-67
<PAGE>
UNITED TELEKABEL HOLDING N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands of Dutch Guilders)
18. US GAAP Reconciliation
General
The accounting policies followed in the preparation for the consolidated
financial statements differ in some respects to those generally accepted in the
United States of America (US GAAP).
The differences which have a material effect on net loss and/or
shareholders' equity and/or total assets are as follows:
-- The fair market value of licences, goodwill, land and buildings and
networks for US GAAP purposes should be set at historical cost of the
contributor. Consequently, no step-up in asset value is allowed for the
difference between historical cost and the fair market value of the
assets contributed by both UPC and NUON.
-- Deferred taxes have been established for the difference between book
and tax basis of contributed assets, if applicable.
Income Taxes
The Company accounts for income taxes under the provisions of Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" which
requires recognition of deferred tax assets and liabilities for the expected
future income tax consequences of transactions which have been included in the
financial statements or tax returns. Under this method, deferred tax assets and
liabilities are determined based upon the difference between the financial and
tax bases of assets and liabilities and carryforwards using enacted tax rates
in effect for the year in which the differences are expected to reverse. UTH
has adopted the principles of this statement in its financial statements.
US GAAP information
The calculation of net loss, shareholders' equity and total assets,
substantially in accordance with US GAAP, is as follows:
<TABLE>
<S> <C>
Net loss as per
Consolidated
Statements of
income.......... (49,374)
Adjustments to
reported income
(loss):
Amortisation of
goodwill...... 4,082
Share in
results of
affiliated
companies..... 747
---------
Approximate
net loss in
accordance
with US
GAAP........ (44,545)
=========
Shareholders'
equity as per
Consolidated
balance sheets.. 635,521
Adjustments to
reported equity:
Goodwill....... (152,105)
Affiliated
Companies..... (27,893)
---------
Approximate
shareholders'
equity in
accordance
with US
GAAP........ 455,523
=========
Total assets as
per Consolidated
Balance sheets.. 1,672,030
Adjustments to
reported assets:
Goodwill....... (152,105)
Affiliated
Companies..... (27,893)
---------
Approximate
total assets
in
accordance
with US
GAAP........ 1,492,032
=========
</TABLE>
F-68
<PAGE>
UNITED TELEKABEL HOLDING N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands of Dutch Guilders)
19. Proforma information (unaudited)
On August 6, 1998 both shareholders contributed their interests in the
Dutch cable market into UTH. The following pro forma condensed consolidated
information for the year ended December 31, 1997 and 1998 give effect to the
UTH Transaction as if it had occurred at the beginning of the periods
presented. This pro forma condensed consolidated information does not purport
to represent what UTH's result of operations would actually have been if such
transaction had in fact occurred on such date. The pro forma adjustments are
based upon currently available information and upon certain assumptions that
management believes are reasonable.
<TABLE>
<CAPTION>
For the Year Ended For the Year Ended
December 31, 1997 December 31, 1998
------------------ ------------------
<S> <C> <C>
Total revenues......................... 157,836 219,314
Net loss............................... (47,194) (90,600)
</TABLE>
20. Subsequent events
Subordinated loan
UTH entered into a subordinated loan agreement with UPC in March, 1999 for
an amount of 119,000 million. The interest is payable on an annually basis.
This subordinated loan was entered into for purposes of continuing funding of
incurred losses and capital expenditures.
NUON Share Purchase Agreement
On February 17, 1999, UPC acquired the remaining 49% of UTH. This
transaction completed the purchase by UPC of 100% of UTH. UPC purchased the
interest from NUON for 518,100. In addition, UPC repaid NUON and assumed from
NUON a 33,300 subordinated loan, including accrued interest dated December 31,
1998, owed by UTH to NUON.
Refinancing
Subsequent to December 31, 1998, UTH replaced their existing 690,000
facility with a senior facility and additional shareholder loans. The senior
facility consists of a Euro 340 million (750,000) revolving facility to N.V.
Telekabel Beheer that will convert to a term facility on December 31, 2001.
Euro 5 million of this facility will be in the form of an overdraft facility
that will be available until December 31, 2007. This existing facility will be
used to repay a portion of the UTH facility and for capital expenditures. The
new facility will bear interest at the Euro Interbank Offered Rate plus a
margin between 0.75% and 2.00% based on the leverage multiples tied to N.V.
Telekabel Beheer's net operating income. The new facility will be secured by,
among other things, a pledge over shares held by the borrower and will restrict
N.V. Telekabel Beheer's ability to incur additional debt.
F-69
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholder of N.V. TeleKabel Beheer
We have audited the accompanying consolidated balance sheet of N.V.
TeleKabel Beheer, ("TeleKabel" or the "Company"), as of December 31, 1997 and
the related consolidated statements of operations, shareholder's equity and
cash flows for the years ended December 31, 1996 and 1997. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally
accepted in The Netherlands, which are substantially the same as those
generally accepted in the United States of America. Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of N.V. TeleKabel Beheer as of
December 31, 1997 and the results of its operations and its cash flows for the
years ended December 31, 1996 and 1997 in conformity with accounting principles
generally accepted in The Netherlands. We have not audited the consolidated
financial statements of N.V. Telekabel Beheer for any period subsequent to
December 31, 1997.
Accounting principles generally accepted in The Netherlands vary in certain
significant respects from generally accepted accounting principles in the
United States of America. The application of the latter would have affected the
determination of consolidated results for each of the two years in the period
ended December 31, 1997 and shareholders' equity as of December 31, 1996 and
1997 to the extent summarized in note 15 to the consolidated financial
statements.
PricewaterhouseCoopers N.V.
Arnhem, The Netherlands,
September 11, 1998
F-70
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Shareholder of N.V. TeleKabel Beheer
We have audited the accompanying consolidated balance sheet of N.V.
TeleKabel Beheer ("TeleKabel" or the "Company"), as of December 31, 1998 and
the related consolidated statement of operations, shareholders' equity and cash
flows for the year ended December 31, 1998. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audit in accordance with auditing standards generally
accepted in The Netherlands, which are substantially the same as those
generally accepted in the United States of America. Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of N.V. TeleKabel Beheer as of
December 31, 1998 and the results of its operations and its cash flows for the
year ended December 31, 1998 in conformity with accounting principles generally
accepted in The Netherlands.
Accounting principles generally accepted in The Netherlands vary in certain
significant respects from generally accepted accounting principles in the
United States of America. The application of the latter would have affected the
determination of consolidated results for the year in the period ended December
31, 1998 and shareholders' equity as of December 31, 1998 to the extent
summarized in note 15 to the consolidated financial statements.
Arthur Andersen
Amstelveen, The Netherlands,
February 26, 1999
F-71
<PAGE>
N.V. TELEKABEL BEHEER
CONSOLIDATED BALANCE SHEETS
December 31, 1997 and 1998
(in thousands of Dutch Guilders, except per share data)
<TABLE>
<CAPTION>
December 31,
----------------
Note 1997 1998
---- ------- -------
<S> <C> <C> <C>
Assets
Current assets:
Cash and cash equivalents............................. 17,465 23,533
Subscriber receivables, net........................... 4 9,608 14,463
Related party receivables............................. 6,949 4,604
Other receivables..................................... 5 13,521 4,219
Inventory............................................. 3,830 3,274
Investments........................................... 6 16,413 --
------- -------
Total current assets................................ 67,786 50,093
Tangible fixed assets, net.............................. 7 553,499 650,401
Intangible assets, net.................................. 8 194,562 261,671
Long term investments................................... 6 1,222 1,304
------- -------
Total assets........................................ 817,069 963,469
======= =======
Liabilities and Shareholder's Equity
Current liabilities:
Accounts payable...................................... 28,989 34,157
Payable to banks...................................... 18,884 11,896
Deferred income....................................... 9 6,341 7,488
Short-term debt payable to group companies............ 10 500,691 667,879
Other payables and accrued expenses................... 11,901 20,880
------- -------
Total current liabilities........................... 566,806 742,300
======= =======
Minority interest in subsidiaries....................... 11 2,321 --
Commitments and contingencies........................... 12 -- --
Shareholder's equity:
Common stock, NLG 10 par value, 100,000 shares
authorized and issued................................ 1,000 1,000
Additional paid-in capital............................ 251,354 251,354
Accumulated deficit................................... (4,412) (31,185)
------- -------
Total shareholder's equity.......................... 247,942 221,169
------- -------
Total liabilities and shareholder's equity.......... 817,069 963,469
======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements
F-72
<PAGE>
N.V. TELEKABEL BEHEER
CONSOLIDATED STATEMENTS OF OPERATIONS
for the years ended December 31, 1996, 1997 and 1998
(in thousands of Dutch Guilders)
<TABLE>
<CAPTION>
Years ended December
31,
-------------------------
1996 1997 1998
------- ------- -------
<S> <C> <C> <C>
Service and other revenue............................ 113,917 137,167 153,662
Operating expenses:
Purchases relating to sales.......................... (14,515) (18,615) (23,449)
Personnel expenses................................... (14,366) (18,034) (22,373)
Depreciation and amortization........................ (22,195) (31,418) (56,109)
Other operating expenses............................. (39,995) (41,705) (45,816)
------- ------- -------
Net operating (loss) income.......................... 22,846 27,395 5,915
Equity results in associates......................... (1,033) 1,022 (90)
Interest expense, related party...................... (14,134) (26,210) (32,598)
Other income/(expense), net.......................... (12,875) -- --
------- ------- -------
Income/(loss) before and after income taxes.......... (5,196) 2,207 (26,773)
Minority interests in subsidiaries................... 279 683 --
------- ------- -------
Net income/(loss).................................... (4,917) 2,890 (26,773)
======= ======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements
F-73
<PAGE>
N.V. TELEKABEL BEHEER
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the years ended December 31, 1996, 1997 and 1998
(in thousands of Dutch Guilders)
<TABLE>
<CAPTION>
Years ended December 31,
----------------------------
1996 1997 1998
-------- -------- --------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income/(loss)............................... (4,917) 2,890 (26,773)
Adjustments to reconcile net loss to net cash
flows from operating activities:
Depreciation and amortization................... 22,195 31,418 56,109
Share in results of affiliated companies........ 1,033 (1,022) 90
Provision for doubtfull accounts receivable..... 458 559 263
Write off of investment in unlisted securities.. 8,915 -- --
Minority interests in subsidiaries.............. (279) (683) --
Changes in operating assets and liabilities:
(Increase)/decrease in receivables.............. (43,840) 15,990 6,529
(Increase)/decrease in inventories.............. (2,635) (1,195) 556
Increase/(decrease) in other current
liabilities.................................... 10,536 (9,583) 8,306
-------- -------- --------
Net cash flows from operating activities........ (8,534) 38,374 45,080
-------- -------- --------
Cash flows from investing activities:
(Purchase)/sale of unlisted securities.......... (9,592) (49) 16,250
Investment in affiliated companies.............. (5,233) (787) --
Capital expenditures............................ (215,767) (266,118) (222,450)
New acquisitions, net of cash acquired.......... -- -- --
-------- -------- --------
Net cash flows from investing activities........ (230,592) (266,954) (206,200)
-------- -------- --------
Cash flows from financing activities:
Proceeds from short-term debt to group company.. 238,148 246,045 167,188
Capital contribution............................ -- -- --
-------- -------- --------
Net cash flows from financing activities........ 238,148 246,045 167,188
Net increase (decrease) in cash and cash
equivalents.................................... (978) 17,465 6,068
Cash and cash equivalents at beginning of
period......................................... 978 -- 17,465
-------- -------- --------
Cash and cash equivalents at end of period...... -- 17,465 23,533
======== ======== ========
Significant non-cash investment and financing
activities:
Contribution in kind of cable networks by parent
company........................................ 252,154 -- --
Deferral of payment for acquisition of CAI
Zoetermeer..................................... 62,800 -- --
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements
F-74
<PAGE>
N.V. TELEKABEL BEHEER
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
for the years ended December 31, 1996, 1997 and 1998
(in thousands of Dutch Guilders)
<TABLE>
<CAPTION>
Issued and
fully paid Share Other
capital premium Reserves Total
---------- ------- -------- -------
<S> <C> <C> <C> <C>
Balance as of December 31, 1995........... 200 -- (2,385) (2,185)
Capital contribution...................... 800 251,354 -- 252,154
Net loss.................................. -- -- (4,917) (4,917)
----- ------- ------- -------
Balance as of December 31, 1996........... 1,000 251,354 (7,302) 245,052
Net income................................ -- -- 2,890 2,890
----- ------- ------- -------
Balance as of December 31, 1997........... 1,000 251,354 (4,412) 247,942
Net loss.................................. -- -- (26,773) (26,773)
----- ------- ------- -------
Balance as of December 31, 1998........... 1,000 251,354 (31,185) 221,169
===== ======= ======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements
F-75
<PAGE>
N.V. TELEKABEL BEHEER
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of Dutch Guilders)
1. Organization and Nature of Operations
In 1998 N.V. Telekabel Beheer was contributed to United Telekabel Holding
N.V. ("UTH'), a legally formed company in May 1998. UTH commenced operations on
August 6, 1998. UTH was formed as a joint-venture between United Pan-Europe
Communications NV ("UPC") and N.V. NUON Energie-Onderneming voor Gelderland,
Friesland en Flevoland ("NUON"). UPC became a 51% shareholder and NUON a 49%
shareholder. UTH was formed for the purpose of offering cable-based
communications through its networks in The Netherlands. UTH currently offers
cable television services and is further developing and upgrading its network
to provide digital video, voice and Internet/data services in its Dutch
markets.
UTH commenced operations on August 6, 1998 when both shareholders
contributed their interests in Dutch cable television operating companies to
UTH. NUON contributed its interest in Telekabel and UPC contributed its
interest in Cable Network Brabant Holding B.V. ("CNBH") and 50% of A2000
Holding N.V. ("A2000"). N.V. Telekabel Beheer and its subsidiaries (Telekabel
or the Company) of Arnhem was a wholly owned subsidiary of the NUON, a local
government owned company, before the contribution to UTH. NUON's main activity
is the provision of energy to the provinces of Gelderland, Friesland en
Flevoland.
Telekabel was incorporated in The Netherlands by NUON on August 22, 1995.
Effective January 1, 1996, NUON contributed all of its cable television
networks to the Company in exchange for its equity interest in the Company.
TeleKabel and its subsidiaries main activities comprise investments in and
management of cable television network and related infrastructures, as well as
developing and rendering information, communication and transaction services.
2. Summary of Significant Accounting Policies
Basis of Presentation
The consolidated financial statements of the Company have been prepared in
accordance with generally accepted accounting principles in The Netherlands
("Dutch GAAP"). The consolidated financial statements are prepared under the
historical cost convention. The preparation of financial statements in
conformity with Dutch GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Principles of Consolidation
Subsidiary undertakings, which are those companies in which the Company,
directly or indirectly, has an interest of more than one half of the voting
rights or otherwise has power to exercise control over the operations, have
been consolidated. Subsidiaries are consolidated from the date on which
effective interest is transferred to the Company and are no longer consolidated
from the date of disposal. All intercompany transactions, balances and
unrealised surpluses and deficits on transactions between group companies have
been eliminated. Where necessary, accounting policies for subsidiaries have
been changed to ensure consistency with the policies adopted by the Company.
Separate disclosure is made of minority interests.
F-76
<PAGE>
N.V. TELEKABEL BEHEER
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands of Dutch Guilders)
The following subsidiaries are included in the consolidation as of December
31, 1998. The subsidiaries are wholly-owned, unless indicated otherwise.
<TABLE>
<S> <C>
N.V. TeleKabel(1).................................................... Arnhem
TeleKabel Omroep Facilitair Bedrijf B.V.............................. Arnhem
Maxinetwerken B.V. .................................................. Ede
CAI Buren B.V.(2).................................................... Veenendaal
CAI Druten B.V.(2)................................................... Druten
CAI Geldermalsen B.V.(2)............................................. Veenendaal
CAI Lingewaal B.V.(2)................................................ Lingewaal
CAI Neerijnen-West B.V.(2)........................................... Neerijnen
CAI Tiel B.V.(2)..................................................... Tiel
CAI Wychen B.V.(2)................................................... Wychen
CAI Dodewaard B.V.(2)................................................ Dodewaard
CAI Almere B.V.(2)................................................... Almere
CAI Dronten B.V.(2).................................................. Dronten
CAI Lelystad B.V.(2)................................................. Lelystad
CAI Over-Betuwe B.V.(1)(2)........................................... Utrecht
CAI Heteren B.V.(1)(2)............................................... Heteren
CAI Gendt B.V.(1)(2)................................................. Gendt
CAI Elst B.V.(1)(2).................................................. Elst
CAI Bemmel B.V.(1)(2)................................................ Bemmel
CAI Valburg B.V.(1)(2)............................................... Andelst
CAI Wageningen B.V.(1)(2)............................................ Wageningen
Kabelexploitatiemaatschappij CAI Renkum B.V.(1)(2)................... Utrecht
CAI-NKM Nijmegen B.V.(1)(2).......................................... Nijmegen
CAI Midden-Betuwe B.V.(1)(2)......................................... Veenendaal
</TABLE>
- --------
(1) Statements of joint and several liability pursuant to Article 403, Book 2
of the Dutch Civil Code were issued for these companies.
(2) Cable Networks were acquired through an exchange transaction with Casema as
described in note 3.
Cash and Cash Equivalents
For the purposes of the cash flow statement, cash and cash equivalents
comprise cash in hand, deposits held at call with banks, and investments in
money market instruments.
Investments in Affiliated Companies
Investments in affiliated companies are accounted for by the equity method
of accounting. These are investments in which the Company has between 20% and
50% of the voting rights, and over which the Company exercises significant
influence, unless such influence is temporary, in which case the investment is
recorded at cost. Provisions are recorded for long-term impairment in value.
Equity accounting involves recognizing in the income statement the
Company's share of the affiliate's profit or loss for the year. The Company's
interest in the affiliate is carried in the balance sheet at an amount that
reflects its share of the fair value of the net assets of the affiliate. The
excess of the consideration over the Company's share of fair value of the
affiliate's net assets is recorded as goodwill and amortized over its expected
useful life.
F-77
<PAGE>
N.V. TELEKABEL BEHEER
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands of Dutch Guilders)
Property, Plant and Equipment
Property, plant and equipment are recorded at cost. Additions, replacements
and major improvements are capitalized, and costs for normal repair and
maintenance of property, plant and equipment are charged to expense as
incurred. Assets constructed by the Company incorporate interest charges
incurred during the period of construction, and investment subsidies are
deducted. Starting in 1998, Telekabel's depreciation is calculated using the
straight-line method over the economic life of the asset, taking into account
the residual value, to come in line with the depreciation method used in the
Group. Before 1998, Telekabel used the annuity method which is a compounded
interest method whereby the depreciation is calculated based on the assumption
that depreciation plus the normal cost of capital to finance the assets are
constant over the life of the assets. This resulted in lower depreciation
charges in the earlier years of the assets life and higher charges in the later
years. Would Telekabel have kept the annuity method in place the depreciation
costs in 1998 would have been some NLG 12 million less. Upon disconnection of a
subscriber, the remaining book value of the subscriber equipment, excluding
converters which are recovered upon disconnection, and the capitalized labor
are written off and accounted for as an operating cost.
Goodwill and Other Intangible Assets
Goodwill is the excess of investments in consolidated subsidiaries and
affiliated companies over the fair value of the net tangible fixed asset value
at acquisition and is amortized on a straight line basis over its expected
usefull life.
Recoverability of Tangible and Intangible Assets
The Company evaluates the carrying value of all tangible and intangible
fixed assets whenever events or circumstances indicate the carrying value of
assets may exceed their recoverable amounts. An impairment loss is recognized
when the estimated future cash flows (undiscounted and without interest)
expected to result from the use of an asset are less than the carrying amount
of the asset. Measurement of an impairment loss is based on fair value of the
asset computed using discounted cash flows if the asset is expected to be held
and used. Measurement of an impairment loss for an asset held for sale would be
based on fair market value less estimated costs to sell.
Revenue Recognition
Revenue is primarily derived from the sale of cable television services to
subscribers and is recognized in the period the related services are provided.
Initial installation fees are recognized as revenue in the period in which the
installation occurs, to the extent installation fees are equal to or less than
direct selling costs, with any excess costs deferred and amortized over the
average subscriber period. To the extent installation fees exceed direct
selling costs, the excess fees would be deferred and amortized over the average
contract period. All installation fees and related costs with respect to
reconnections are recognized in the period in which the reconnection occurs.
Income Taxes
The Company accounts for income taxes under the asset and liability method
which requires recognition of deferred tax assets and liabilities for the
expected future income tax consequences of transactions which have been
included in the financial statements or tax returns. Under this method,
deferred tax assets and liabilities are determined based on the difference
between the financial statement
F-78
<PAGE>
N.V. TELEKABEL BEHEER
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands of Dutch Guilders)
and income tax basis of assets, liabilities and loss carryforwards using
enacted tax rates in effect for the year in which the differences are expected
to reverse. Net deferred tax assets are only recorded if management believes it
is more likely than not they will be realized.
3. Significant Acquisitions and Divestitures
In April of 1997 the Company entered into an agreement with Casema to
exchange its cable network interest in TeleKabel Oosterhout B.V., TeleKabel De
Bilt-Bilthoven B.V., TeleKabel Zoetermeer B.V. and Kabelexploitatie
Maatschappij Rijnland B.V. for 100% of the shares of CAI-OverBetuwe B.V., CAI-
Bemmel B.V., CAI-Elst B.V., CAI-Gendt B.V., CAI-Heteren B.V., CAI-Valburg B.V.,
CAI-Midden-Betuwe B.V., Kabelexploitatie Maatschappij CAI-Renkum B.V., CAI-
Buren B.V., CAI-Druten B.V., CAI-Geldermalsen B.V., CAI-Lingewaal B.V., CAI-
NKM-Nijmegen B.V., CAI-Neerijnen-West B.V., CAI-Tiel B.V., CAI-Wageningen B.V.,
CAI-Wychen B.V., CAI-Dodewaard B.V and cable network assets in the cities of
Dronten and Lelystad.
The exchange of cable networks was based on the number of subscriber
connections exchanged, measured as of January 1, 1997. Casema and TeleKabel
agreed that a compensation of 1,200 Guilders per subscriber would be paid for
any differences in the number of subscribers exchanged.
Additionally the agreement specified that TeleKabel was to acquire CAI-
Almere B.V. for a consideration of 1,500 Guilders per subscriber, based on the
number of subscribers at the date of the share transfer.
The transaction with Casema was originally scheduled to be completed as of
December 31, 1997. As of December 31, 1997, TeleKabel transferred its interest
in TeleKabel Oosterhout B.V., TeleKabel De Bilt-Bilthoven B.V. and 47.5% of its
interest in Kabelexploitatie Maatschappij Rijnland B.V. to Casema and received
the interest in the cable networks specified in note 2.
During 1998 the Company surrendered its interests in TeleKabel Zoetermeer
B.V. and the remaining 52.5% share in Kabelexploitatie Maatschappij Rijnland
B.V. in exchange for shares in CAI-Buren B.V., CAI-Druten B.V., CAI-
Geldermalsen B.V., CAI-Lingewaal B.V., CAI-Neerijnen-West B.V., CAI-Tiel B.V.,
CAI-Wychen B.V., CAI-Dodewaard B.V., CAI-Dronten B.V., and CAI-Lelystad B.V. as
part of the Casema transaction, and bought shares in CAI-Almere B.V.
The acquired cable networks were recorded in the books of the Company at
fair value of the cable networks at the date of the exchange.
Effective September 1997 the Company acquired the cable network from the
city of Arnhem and Casema for a total consideration of approximately NLG84,000,
the difference between the consideration and the fair value of the assets,
which approximated NLG46,000, was recorded as goodwill.
4. Subscriber Receivables
Subscriber receivables are stated net of an allowance for doubtful accounts
of NLG1,280, NLG1,017 and NLG458 as of December 31, 1998, 1997 and 1996,
respectively.
F-79
<PAGE>
N.V. TELEKABEL BEHEER
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands of Dutch Guilders)
5. Other Receivables
Other receivables can be specified as follows:
<TABLE>
<CAPTION>
As of
December 31,
------------
1997 1998
------ -----
<S> <C> <C>
Prepayments and accrued income.................................. 877 333
Taxes and social security premiums.............................. -- 580
Other receivables............................................... 12,644 3,306
------ -----
13,521 4,219
====== =====
</TABLE>
Other receivables as of December 31, 1997 include an amount of NLG 10,560,
relating to the Casema transaction.
6. Investments in Affiliated Companies and Unlisted Securities
Movements in investments in and advances to affiliated companies can be
summarized as follows:
<TABLE>
<CAPTION>
Affiliated Unlisted
companies securities Total
---------- ---------- -------
<S> <C> <C> <C>
Book value as of January 1, 1997............. 4,200 1,577 5,777
Additions.................................. -- 49 49
Share in income affiliated companies....... 1,022 -- 1,022
Other...................................... -- 787 787
Reclassification........................... (4,000) 14,000 10,000
------ ------- -------
Book value as of December 31, 1997........... 1,222 16,413 17,635
------ ------- -------
Additions.................................. 9 -- 9
Sale....................................... -- (16,250) (16,250)
Share in income of affiliated companies.... (90) -- (90)
------ ------- -------
Book value as of December 31, 1998........... 1,141 163 1,304
====== ======= =======
</TABLE>
As of January 1, 1997 investment in affiliated companies relate to a 33.3%
interest in Interway Holding B.V. and a 30% interest in Euronet Internet B.V.
During 1997 the investment in Euronet Internet B.V. was reclassified to
unlisted securities, because this investment was considered as temporary. The
reclassification in 1997 includes the net book value of Euronet Internet B.V.
of NLG 4,000 and the unamortized goodwill of NLG 10,000. (see note 8). As of
December 31, 1998 investment in affiliated companies relates to a 33.3%
interest in Interway Holding B.V.
F-80
<PAGE>
N.V. TELEKABEL BEHEER
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands of Dutch Guilders)
7. Property, Plant and Equipment
Tangible fixed assets can be summarized as follows:
<TABLE>
<CAPTION>
Other Assets
Land & Cable fixed under
buildings Networks assets construction Total
--------- -------- ------ ------------ --------
<S> <C> <C> <C> <C> <C>
Year ended December 31,
1997
Net book value as of
January 1, 1997........ 2,188 378,703 2,976 13,130 396,997
Additions............... 4,438 159,601 12,768 36,748 213,555
Disposals............... -- (26,157) -- (13,130) (39,287)
Depreciation............ (389) (15,359) (2,018) -- (17,766)
----- ------- ------ ------- --------
Net book value as of
December 31, 1997...... 6,237 496,788 13,726 36,748 553,499
===== ======= ====== ======= ========
Balance as of December
31, 1997
Historical cost......... 6,905 525,454 16,437 36,748 585,544
Accumulated
depreciation........... (668) (28,666) (2,711) -- (32,045)
----- ------- ------ ------- --------
Net book value.......... 6,237 496,788 13,726 36,748 553,499
===== ======= ====== ======= ========
Year ended December 31,
1998
Net book value as of
January 1, 1998........ 6,237 496,788 13,726 36,748 553,499
Additions............... 184 185,285 716 83,038 269,223
Disposals............... (44) (96,872) (3,081) (36,748) (136,745)
Depreciation............ (341) (32,908) (2,327) -- (35,576)
----- ------- ------ ------- --------
Net book value as of
December 31,1998....... 6,036 552,293 9,034 83,038 650,401
===== ======= ====== ======= ========
Balance as of December
31, 1998
Historical cost......... 7,017 608,889 13,632 83,038 712,576
Accumulated
depreciation........... (981) (56,596) (4,598) -- (62,175)
----- ------- ------ ------- --------
Net book value.......... 6,036 552,293 9,034 83,038 650,401
===== ======= ====== ======= ========
</TABLE>
Estimated useful lives and the depreciation method used for tangible fixed
assets as of January 1, 1998 are as follows:
<TABLE>
<CAPTION>
Useful
life Depreciation
(years) Methodology
------- -------------
<S> <C> <C>
Land and buildings..................................... 40 Straight line
Cable networks:
Active parts (25%)................................... 7 Straight line
Passive parts (75%).................................. 20 Straight line
Other fixed assets..................................... 3-5 Straight line
</TABLE>
During 1995, 1996 and 1997, TeleKabel acquired, exchanged and received
cable networks as a capital contribution from NUON (see notes 1 and 3). The
Company analyzed the value of its complete network in order to record its cable
networks on a consistent basis under fixed assets. All cable network
connections were analysed on a cost per connection basis and compared to the
current cost of a technologically up to date connection. All connections were
valued at the cost of establishing a new and technologically up to date
connection, minus the cost to upgrade the existing connection to the most
current technology, referred to the "current replacement value". The net
difference between the book value and the current replacement value was
reclassified to intangible fixed assets, with similar useful lives.
F-81
<PAGE>
N.V. TELEKABEL BEHEER
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands of Dutch Guilders)
8. Intangible Fixed Assets
Intangible fixed assets movements and balances can be summarized as
follows:
<TABLE>
<S> <C>
Year ended December 31, 1997
Net book value as of January 1, 1997................................ 187,980
Additions........................................................... 49,057
Reclassification.................................................... (10,000)
Disposals........................................................... (18,823)
Amortization........................................................ (13,652)
-------
Net book value as of December 31, 1997.............................. 194,562
=======
Balance as of December 31, 1997
Historical cost..................................................... 216,444
Accumulated amortization............................................ (21,882)
-------
Net book value...................................................... 194,562
=======
Year ended December 31, 1998
Net book value as of January 1, 1998................................ 194,562
Additions........................................................... 130,327
Disposals........................................................... (42,685)
Amortization........................................................ (20,533)
-------
Net book value as of December 31, 1998.............................. 261,671
=======
Balances as of December 31, 1998
Historical cost..................................................... 300,001
Accumulated amortization............................................ (38,330)
-------
Net book value...................................................... 261,671
=======
</TABLE>
As described in Note 2 TeleKabel has recorded any differences between the
"current replacement value" of the tangible fixed assets and the book value of
the cable networks on the date of acquisition, contribution or exchange as
goodwill. Such goodwill is amortized on a straight line basis over the
estimated useful life of the cable network (15 years). Goodwill paid on the
acquisition of other types of businesses is amortized over 5-10 years depending
on the nature of the business. The reclassification of goodwill in 1997 relates
to the reclassification of Euronet Internet B.V. from an equity investment to
investment recorded at cost (see note 6).
9. Deferred Income
Deferred income relates to connection fees charged to customers in excess
of the normal cost of creating a connection. Deferred income is released to
income over the expected life of the cable connection.
<TABLE>
<CAPTION>
December 31,
--------------
1997 1998
------ ------
<S> <C> <C>
Balance as of January 1...................................... 4,220 6,341
Addition: connection charges received from clients........... 2,445 1,559
Less: release to income statement............................ (324) (412)
------ ------
Balance end of period........................................ 6,341 7,488
====== ======
</TABLE>
F-82
<PAGE>
N.V. TELEKABEL BEHEER
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands of Dutch Guilders)
10. Short Term Debt Payable to Group Companies
As of December 31, 1998, short term debt payable to Group Companies relates
to loans provided by both NUON and UPC for financing fixed assets. As of
December 31, 1997, short term debt payable to Group Companies relates to loans
provided by NUON. The interest rate charged by NUON in 1998 was 6.65% through
November 1998 and 8.15% in December 1998. The interest rate charged by UPC was
6.65%. The interest rate charged by NUON in 1997 was 6.5%. In December 1998
TeleKabel entered into a subordinated loan agreement with UTH for an amount of
NLG33.0 million. The interest is 5.5% on an annual basis. This subordinated
loan was entered into for purposes of continuing funding of incurred losses and
capital expenditures.
11. Minority Interest
The movements in the minority interest can be summarized as follows:
<TABLE>
<CAPTION>
December 31,
-------------
1997 1998
----- ------
<S> <C> <C>
Balance as of January 1.................................... 1,820 2,321
Changes of minority interest held by third party........... 1,184 (2,321)
Less: share third parties in income........................ (683) --
----- ------
Balance end of period...................................... 2,321 --
===== ======
</TABLE>
Due to the sale/swap of the related shares in the Casema transaction there
is no longer a minority interest.
12. Commitments and Contingent Liabilities
Leases
TeleKabel has commitments for leasing of company cars amounting to NLG 938
yearly as per December 31, 1998. Maximum maturity period of the lease
agreements is four years.
Rental Agreements
TeleKabel entered into rental agreements for an amount of NLG950 in 1999.
Other Commitments
In 1997 TeleKabel had other commitments on account of acquisitions. These
commitments were not material.
Statement of Liability
TeleKabel and some subsidiaries can be held liable to a number of group
companies included in the consolidation, as meant by Article 403, Part 9, Book
2 of the Dutch Civil Code. As partner in a partnership firm, one of the group
companies can be held liable for the commitments of this firm. The maximum risk
amounts to NLG 100.
F-83
<PAGE>
N.V. TELEKABEL BEHEER
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands of Dutch Guilders)
Fiscal Unity
Until December 31, 1997, TeleKabel and NUON were included in the same
entity for value added tax and income tax purposes. TeleKabel is severally
liable for the material tax debts of the fiscal entity.
Legal
The Company is not a party to any material legal proceedings, nor is it
currently aware of any material legal proceedings. From time to time, the
Company may become involved in litigation relating to claims arising out of its
operations in the normal course of its business.
13. Income Taxes
Until October of 1996 the Company did not have an obligation to pay income
taxes, as it was a wholly owned subsidiary of a Dutch local government
institution. As a result of changed shareholders of TeleKabel's parent company,
in Dutch tax laws the Company is subject to Dutch income taxes since October
10, of 1996. The Company is in discussion with the Dutch tax authorities
regarding the tax basis of its assets and liabilities. Based on current best
estimates of the outcome of these discussions the Company believes that the tax
basis of the Company's assets and liabilities will not differ significantly
from their bookvalues.
14. Subsequent Events
Subordinated Loan
Telekabel entered into a subordinated loan with UTH in March 1999 for an
amount of NLG 119 million. The interest is payable on an annual basis. This
subordinated loan was entered into for purposes of continuing funding of
incurred losses and capital expenditures.
NUON Share Purchase Agreement
On February 17, 1999, UPC acquired the remaining 49% of UTH, increasing its
ownership in UTH to 100%.
Refinancing
Subsequent to December 31, 1998, Telekabel replaced their existing NLG 690
million facility (through NUON) with a senior facility and additional
shareholder loans. The senior facility consists of a Euro 340 million [NLG 750
million] revolving facility that will convert to a term facility on December
31, 2001. Euro 5 million of this facility will be in the form of an overdraft
facility that will be available until December 31, 2007. This existing facility
will be used to repay a portion of the UTH facility and for capital
expenditures. The new facility will bear interest at the Euro Interbank Offered
Race plus a margin between 0.75% and 2.00% based on the leverage multiples tied
to Telekabel's net operating income. The new facility will be secured by, among
other things, a pledge over shares held by the borrower and will restrict
Telekabel's ability to incur additional debt.
15. Differences between Generally Accepted Accounting Principles in The
Netherlands and the United States
The Company's consolidated financial statements are prepared in accordance
with Dutch GAAP, which differs in certain respects from accounting principles
generally accepted in the United States ("US GAAP"). The material differences
as they apply to the Company are summarized below:
F-84
<PAGE>
N.V. TELEKABEL BEHEER
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands of Dutch Guilders)
(a) Depreciation of fixed assets
Until 1998, under Dutch GAAP the Company depreciated its cable network
assets using the annuity method of depreciation. Starting in 1998, the Company
changed the depreciation method into straight-line depreciation. Under US GAAP
cable network assets are depreciated on a straight-line basis.
(b) Accounting for investments in affiliates
Under Dutch GAAP the Company records certain of its investments in
affiliates in which it holds an interest of 20% to 50% at the historical cost
of the investment (see Note 2). Under US GAAP these investments are accounted
for using the equity method of accounting.
(c) Accrued subscriber fees
Under Dutch GAAP the Company created an accrual for subscriber fees on the
acquisition balance sheet of the cable network in Leiderdorp. Monthly
subscription fees for subscribers in this area were lower than fees charged to
customers in other areas. The Company created an accrual, to be released over
the useful life of the cable network, which results in the equalization of
cable revenues. Under US GAAP this accrual was not recorded resulting in a
decrease of the amount of goodwill paid for the cable network.
Reconciliation of net (loss)/profit (in thousands of Dutch guilders):
<TABLE>
<CAPTION>
Years Ended December 31,
--------------------------
1996 1997 1998
-------- -------- --------
<S> <C> <C> <C>
Net income/(loss) under Dutch GAAP............... (4,917) 2,890 (26,773)
US GAAP adjustment:
Depreciation on a straight line basis.......... (6,477) (8,631) 1,385
Equity accounting for affiliates............... 250 (6,540) 6,290
Accrued subscriber fees:
Goodwill amortization.......................... 86 86 (172)
Release of subscriber accrual.................. (258) (258) 516
Income tax effect of US GAAP adjustments....... 2,327 3,081 (605)
------- ------- --------
Net income/(loss) under US GAAP.............. (8,989) (9,372) (19,359)
======= ======= ========
</TABLE>
<TABLE>
<CAPTION>
December 31,
----------------
1997 1998
------- -------
<S> <C> <C>
Reconciliation of shareholder's equity:
Total shareholders' equity under Dutch GAAP.............. 247,942 221,169
US GAAP adjustment:
Depreciation on a straight line basis.................... (15,108) (13,723)
Equity accounting for affiliates......................... (6,290) --
Accrued subscriber fees:
Goodwill................................................. 172 --
Accrued subscriber fees.................................. (516) --
Income tax effect of US GAAP adjustments................. 5,408 4,803
------- -------
Total shareholder's equity under US GAAP............... 231,608 212,249
======= =======
</TABLE>
F-85
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
@Entertainment, Inc.:
We have audited the accompanying consolidated balance sheets of
@Entertainment, Inc. and subsidiaries as of December 31, 1997 and 1998, and the
related consolidated statements of operations, comprehensive loss, changes in
stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1998. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
@Entertainment, Inc. and subsidiaries as of December 31, 1997 and 1998, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1998, in conformity with generally
accepted accounting principles in the United States of America.
KPMG
Warsaw, Poland
March 29, 1999
F-86
<PAGE>
@ENTERTAINMENT, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31,
------------------- June 30,
1997 1998 1999
-------- --------- -----------
(unaudited)
(in thousands)
<S> <C> <C> <C>
Assets
Current assets:
Cash and cash equivalents.................... $105,691 $ 13,055 $ 74,284
Accounts receivable, net of allowance for
doubtful accounts of $766,000 in 1997,
$1,095,000 in 1998 and $1,594,000 in 1999
(unaudited) (note 4)........................ 4,544 7,408 7,609
Programming and broadcast rights (note 6).... 894 9,030 12,694
Other current assets (note 7)................ 13,104 21,063 20,086
-------- --------- ---------
Total current assets......................... 124,233 50,556 114,673
-------- --------- ---------
Property, plant and equipment:
Cable television systems assets.............. 134,469 175,053 159,378
DTH equipment................................ -- 68,419 66,111
Construction in progress..................... 6,276 2,739 4,312
Vehicles..................................... 2,047 2,792 3,094
Other........................................ 7,940 16,119 19,740
-------- --------- ---------
150,732 265,122 252,635
Less accumulated depreciation................ (33,153) (52,068) (62,940)
-------- --------- ---------
Net property, plant and equipment............ 117,579 213,054 189,695
Inventories for construction.................. 8,153 8,869 7,631
Intangible assets, net (note 8)............... 26,318 43,652 35,530
Notes receivable from affiliates.............. 691 -- --
Investment in affiliated companies (note 9)... 21,628 19,956 22,027
Other assets, net (note 7).................... 8,494 12,287 16,620
-------- --------- ---------
Total assets.................................. $307,096 $ 348,374 $ 386,176
======== ========= =========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses........ $ 14,721 $ 40,464 $ 30,296
Accrued interest (note 11)................... 2,175 2,140 2,140
Deferred revenue............................. 1,257 4,366 5,729
Income taxes payable......................... 1,765 3,794 3,794
Current portion of notes payable (note 11)... -- 6,500 6,500
-------- --------- ---------
Total current liabilities.................... 19,918 57,264 48,459
-------- --------- ---------
Notes payable, less current portion (note
11).......................................... 130,110 257,454 376,038
-------- --------- ---------
Total liabilities............................ 150,028 314,718 424,497
-------- --------- ---------
12% cumulative redeemable preferred stock
(liquidation value $50,000,000 plus accrued
and unpaid dividends; 20,002,500 preferred
shares authorized; 45,000 Series A and 5,000
Series B outstanding) (unaudited)............ -- -- 30,830
Minority interest............................. 4,713 -- --
Commitments and contingencies (notes 18 and
19)
Stockholders' equity (note 1):
Preferred stock, $.01 par value; Authorized
20,000,000 shares; none issued and
outstanding................................. -- -- --
Common stock, $.01 par value; Authorized
70,000,000 shares in 1998 and 1997; issued
and outstanding 33,310,000 shares in 1997
and 1998 and 33,406,000 in 1999
(unaudited)................................. 333 333 336
Paid-in capital.............................. 230,339 237,954 264,664
Accumulated other comprehensive income....... (218) (467) (26,422)
Accumulated deficit.......................... (78,099) (204,164) (307,729)
-------- --------- ---------
Total stockholders' equity................... 152,355 33,656 (69,151)
-------- --------- ---------
Total liabilities and stockholders' equity... $307,096 $ 348,374 $ 386,176
======== ========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
F-87
<PAGE>
@ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Six months ended
Year ended December 31, June 30,
---------------------------- -----------------------
1996 1997 1998 1998 1999
------- -------- --------- ----------- -----------
(unaudited) (unaudited)
(in thousands, except per share data)
<S> <C> <C> <C> <C> <C>
Revenues................ $24,923 $ 38,138 $ 61,859 $ 25,477 $ 39,855
Operating expenses:
Direct operating
expenses (note 13)... 7,193 14,621 61,874 28,257 59,001
Selling, general and
administrative
expenses (note 15)... 9,289 49,893 74,494 29,027 37,209
Depreciation and
amortization......... 9,788 16,294 26,304 10,929 22,699
------- -------- --------- -------- ---------
Total operating
expenses............... 26,270 80,808 162,672 68,213 118,909
------- -------- --------- -------- ---------
Operating loss........ (1,347) (42,670) (100,813) (42,736) (79,054)
Interest and investment
income................. 1,274 5,754 3,355 1,545 2,413
Interest expense (note
11).................... (4,687) (13,902) (21,957) (7,002) (24,377)
Equity in
(losses)/profits of
affiliated companies... -- (368) (6,310) 721 (530)
Foreign exchange loss,
net.................... (761) (1,027) (130) (48) (1,989)
------- -------- --------- -------- ---------
Loss before income
taxes, minority
interest and
extraordinary item..... (5,521) (52,213) (125,855) (47,520) (103,537)
Income tax
(expense)/benefit (note
10).................... (1,273) 975 (210) (562) (27)
Minority interest....... 1,890 (3,586) -- (207) --
------- -------- --------- -------- ---------
Loss before
extraordinary item..... (4,904) (54,824) (126,065) (48,289) (103,564)
Extraordinary item-loss
on early extinguishment
of debt (note 11)...... (1,713) -- -- -- --
------- -------- --------- -------- ---------
Net loss.............. (6,617) (54,824) (126,065) (48,289) (103,564)
Accretion of redeemable
preferred stock........ (2,870) (2,436) -- -- (2,018)
Preferred stock
dividends (note 1)..... (1,738) -- -- -- --
Deficit/(excess) of
consideration paid for
preferred stock
under/(over) carrying
amount (note 1)........ 3,549 (33,806) -- -- --
------- -------- --------- -------- ---------
Net loss applicable to
holders of common
stock.................. $(7,676) $(91,066) $(126,065) $(48,289) $(105,582)
Basic and diluted loss
per common share:
Loss before
extraordinary item... $ (0.34) $ (3.68) $ (3.78) $ (1.45) $ (3.16)
Extraordinary item.... (0.10) -- -- -- --
------- -------- --------- -------- ---------
Net loss (note 14).... $ (0.44) $ (3.68) $ (3.78) $ (1.45) $ (3.16)
======= ======== ========= ======== =========
</TABLE>
See accompanying notes to consolidated financial statements.
F-88
<PAGE>
@ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
<TABLE>
<CAPTION>
Six months ended
Year ended December 31, June 30,
---------------------------- -----------------------
1996 1997 1998 1998 1999
------- -------- --------- ----------- -----------
(unaudited) (unaudited)
(in thousands)
<S> <C> <C> <C> <C> <C>
Net loss................ $(6,617) $(54,824) $(126,065) $(48,289) $(103,564)
Other comprehensive
income:
Translation
adjustment........... -- (218) (249) 1,335 (25,955)
------- -------- --------- -------- ---------
Comprehensive loss...... $(6,617) $(55,042) $(126,314) $(46,954) $(129,519)
======= ======== ========= ======== =========
</TABLE>
See accompanying notes to consolidated financial statements.
F-89
<PAGE>
@ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Accumulated
Preferred Stock Common Stock Other
---------------- ------------------ Paid-In Comprehensive Accumulated
Shares Amount Shares Amount Capital Income Deficit Total
------ -------- ---------- ------- -------- ------------- ----------- ---------
(in thousands, except share amounts)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance January 1,
1996................... 985 $ 10,311 11,037 $ 4,993 $ 1,544 $ -- $ (16,658) $ 190
Net loss............... -- -- -- -- -- (6,617) (6,617)
Stock dividend......... 166 1,738 -- -- (1,738) -- -- --
Proceeds from issuance
of common and
preferred stock (note
1).................... -- -- 7,911 (4,992) 87,021 -- -- 82,029
Cost of issuance (note
1).................... -- -- -- -- (1,028) -- -- (1,028)
Allocation of proceeds
to preferred (note
1).................... -- -- -- -- (32,156) -- -- (32,156)
Preferred stock
redemption (note 1)... (1,151) (12,049) -- -- 3,549 -- -- (8,500)
Accretion of redeemable
preferred stock
(note 1).............. -- -- -- -- (2,870) -- -- (2,870)
Reorganization (note
1).................... -- -- 18,929,052 188 (188) -- --
------ -------- ---------- ------- -------- ----- --------- ---------
Balance December 31,
1996................... -- -- 18,948,000 189 54,134 -- (23,275) 31,048
Translation
adjustment............ -- -- -- -- -- (218) -- (218)
Net loss............... -- -- -- -- -- -- (54,824) (54,824)
Net proceeds from
initial public
offering (note 1)..... -- -- 9,500,000 95 183,197 -- -- 183,292
Purchase of PCI series
A and C redeemable
preferred stock
(note 1).............. -- -- -- -- (33,806) -- -- (33,806)
Accretion of redeemable
preferred stock
(note 1).............. -- -- -- -- (2,436) -- -- (2,436)
Conversion of series B
redeemable preferred
stock (note 1)........ -- -- 4,862,000 49 11,148 -- -- 11,197
Stock option
compensation expense
(note 15)............. -- -- -- -- 18,102 -- -- 18,102
------ -------- ---------- ------- -------- ----- --------- ---------
Balance December 31,
1997................... -- -- 33,310,000 333 230,339 (218) (78,099) 152,355
Translation
adjustment............ -- -- -- -- -- (249) -- (249)
Net loss............... -- -- -- -- -- -- (126,065) (126,065)
Warrants attached to
Senior Discount Notes
(note 11)............. -- -- -- -- 7,615 -- -- 7,615
------ -------- ---------- ------- -------- ----- --------- ---------
Balance December 31,
1998................... -- $ -- 33,310,000 $ 333 $237,954 $(467) $(204,164) $ 33,656
====== ======== ========== ======= ======== ===== ========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
F-90
<PAGE>
@ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Six months ended
Year ended December 31, June 30,
---------------------------- -----------------------
1996 1997 1998 1998 1999
------- -------- --------- ----------- -----------
(unaudited) (unaudited)
(in thousands)
<S> <C> <C> <C> <C> <C>
Cash flows from
operating activities:
Net loss............... $(6,617) $(54,824) $(126,065) $(48,289) $(103,564)
Adjustments to
reconcile net loss to
net cash provided
by/(used in) operating
activities:
Minority interest...... (1,890) 3,586 -- 207 --
Depreciation and
amortization.......... 9,788 16,294 26,304 10,929 22,699
Amortization of notes
payable discount and
issue costs........... 166 1,040 9,182 -- 16,707
Non-cash portion of
extraordinary item.... 1,566 -- -- -- --
Gain on sale of
investment
securities............ -- (358) -- -- --
Non-cash stock option
compensation expense.. -- 18,102 -- -- --
Equity in
losses/(profits) of
affiliated companies.. -- 368 6,310 (721) (530)
Other.................. -- -- 2,196 1,338 473
Changes in operating
assets and
liabilities:
Accounts receivable... (796) (3,191) (2,780) (5) (201)
Other current assets.. (1,862) (2,101) (7,959) (3,344) 977
Programming and
broadcast rights..... -- (894) (8,136) (5,699) (3,664)
Accounts payable and
accrued expenses..... 3,379 5,757 25,185 15,767 (5,789)
Income taxes payable.. 334 (2,707) 2,026 676 --
Accrued interest...... 2,175 -- (35) -- --
Deferred revenue...... (131) 155 3,104 (346) 1,836
Other current
liabilities.......... -- -- -- (221) --
------- -------- --------- -------- ---------
Net cash provided
by/(used in)
operating
activities.......... 6,112 (18,773) (70,668) (29,708) (71,056)
------- -------- --------- -------- ---------
Cash flows from
investing activities:
Construction and
purchase of property,
plant and equipment... (26,581) (39,643) (114,992) (45,539) (20,311)
Repayment of notes
receivable from
affiliates............ -- 2,521 -- -- --
Issuance of notes
receivable from
affiliates............ (2,491) (721) -- -- --
Purchase of investment
securities............ (25,940) -- -- -- --
Proceeds from maturity
of investment
securities............ -- 25,473 -- -- --
Purchase of other
assets................ (6,000) (10,200) -- -- --
Purchase of
intangibles........... -- -- -- (345) (145)
Investments in
affiliated companies.. (580) (21,420) (5,228) -- --
Purchase of
subsidiaries, net of
cash received
(note 5).............. (13,269) (20,852) (26,990) (10,559) --
Purchase of other
investments........... -- -- -- -- (1,753)
------- -------- --------- -------- ---------
Net cash used in
investing
activities.......... (74,861) (64,842) (147,210) (56,443) (22,209)
------- -------- --------- -------- ---------
Cash flows from
financing activities:
Net proceeds from
issuance of stock..... 81,001 183,292 -- -- 1,601
Redemption of preferred
stock................. (8,500) (60,000) -- -- --
Costs to obtain loans.. (6,513) (1,749) (5,960) (2,002) (5,156)
Proceeds from issuance
of notes payable...... 136,074 -- 123,985 -- 109,755
Repayment of notes
payable............... (27,893) (720) (398) 6,468 --
Proceeds from issuance
of warrants........... -- -- 7,615 -- 48,295
Repayments to
affiliates............ (39,280) -- -- -- --
------- -------- --------- -------- ---------
Net cash provided by
financing
activities.......... 134,889 120,823 125,242 4,466 154,495
------- -------- --------- -------- ---------
Net
increase/(decrease)
in cash and cash
equivalents......... 66,140 37,208 (92,636) (81,685) 61,230
Cash and cash
equivalents at
beginning of period.... 2,343 68,483 105,691 105,691 13,055
------- -------- --------- -------- ---------
Cash and cash
equivalents at end of
period................. $68,483 $105,691 $ 13,055 $ 24,006 $ 74,285
======= ======== ========= ======== =========
Supplemental cash flow
information:
Cash paid for
interest.............. $ 2,338 $ 12,873 $ 13,014 $ 6,476 $ 7,159
======= ======== ========= ======== =========
Cash paid for income
taxes................. $ 1,184 $ 1,732 $ 589 $ 395 $ 53
======= ======== ========= ======== =========
</TABLE>
See accompanying notes to consolidated financial statements.
F-91
<PAGE>
@ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1997 and 1998
1. Organization and Formation of Holding Company
@Entertainment, Inc. ("@Entertainment") was established as a Delaware
corporation in May 1997. @Entertainment succeeded Poland Communications, Inc.
("PCI") as the group holding company to facilitate an initial public offering
of stock in the United States and internationally. PCI was founded in 1990 by
David T. Chase, a Polish-born investor.
@Entertainment, Inc. and its subsidiaries (the "Company") offer pay
television services to business and residential customers in Poland. Its
revenues are derived primarily from monthly basic and premium service fees for
cable and digital satellite direct-to-home ("DTH") television services provided
primarily to residential, rather than business, customers. In September 1998,
the Company launched its DTH broadcasting service throughout Poland. In
addition to developing and acquiring programming for distribution on its cable
and DTH television networks, the Company commenced distribution of a branded
digital encrypted package of Polish-language programming under the brand name,
Wizja TV in June and September 1998 on its cable and DTH television networks,
respectively.
At December 31, 1998, @Entertainment wholly owned PCI, @Entertainment
Programming, Inc. ("@EPI")--United States corporations, @Entertainment Limited
("@EL"), @Entertainment Services Limited ("@ES") --United Kingdom corporations,
Sereke Holding B.V. ("Sereke")--a Netherlands corporation and Wizja TV Sp. z
o.o., Gound Zero Media Sp. z o.o. ("GZM") and Wizja TV Sp. z o.o Produkcyjna
Sp. z o.o., which are Polish corporations. PCI owns 92.3% of the capital stock
of Poland Cablevision (Netherlands) B.V. ("PCBV"), a Netherlands corporation
and first-tier subsidiary of PCI. @Entertainment, PCI and PCBV are holding
companies that directly or indirectly hold controlling interests in a number of
Polish cable television companies, collectively referred to as the "PTK
Companies". As of December 31, 1998, substantially all of the assets and
operating activities of the Company were located in Poland and the United
Kingdom.
The following is a description of the events leading up to the formation of
@Entertainment.
PCI had outstanding at December 31, 1995, 985 shares of preferred stock,
which were convertible into 812 shares of Class A common stock. PCI had the
option of redeeming the preferred stock in whole or in part from January 1,
1996 through December 31, 2002. However, as discussed below, the preferred
stock was exchanged for new series D preferred stock during March 1996.
During February 1996, PCI issued to certain stockholders an additional
2,437 shares of Class A common stock in accordance with the provisions of the
Shareholder Agreement dated June 27, 1991. The shares were issued at a nominal
value of $.01 each. Also during February 1996, PCI issued a stock dividend of
166 shares of series A preferred stock to the preferred stock stockholder.
During March 1996, PCI completed several transactions including restating
its certificate of incorporation, issuing new shares of stock, redeeming
preferred stock, and the repayment of affiliate debt. The restated certificate
of incorporation of PCI authorized a new class of $.01 par common stock, $1 par
series A preferred stock, $.01 par series B preferred stock, $.01 par series C
preferred stock, and $.01 par series D preferred stock. All shares of Class A
and Class B common stock previously issued and outstanding were exchanged for
new common stock. All issued and outstanding shares of preferred stock were
exchanged for new series D preferred stock, which were subsequently redeemed
for $8,500,000. Only common stock and series B preferred stock retained voting
rights and only holders of common stock were entitled to receive dividends.
Each series of preferred stock had redemption provisions; the series B
preferred stock were also convertible into common stock.
F-92
<PAGE>
@ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1996, 1997 and 1998
1. Organization and Formation of Holding Company (continued)
During March 1996, PCI issued 4,662 shares of common stock, 4,000 shares of
series A preferred stock, and 2,500 shares of series B preferred stock to ECO
Holdings III Limited Partnership ("ECO") in exchange for $65,000,000; and 2,000
shares of series C preferred stock and 812 shares of common stock were issued
to Polish Investments Holding Limited Partnership ("PIHLP") in exchange for
$17,029,000.
The PCI series A, series B and series C preferred stock have a mandatory
redemption date of October 31, 2004. At the option of the Company, the PCI
series A, series B and series C preferred stock may be redeemed at any time in
whole or in part at a redemption price per share of $10,000. Prior to the
mandatory redemption of the PCI series B preferred stock, the holders of any
shares of PCI series B preferred stock had the option to convert their shares
to 4,862 shares of PCI common stock. The preferred stock was recorded at its
mandatory redemption value on October 31, 2004, discounted at 12%, of
$32,156,000.
On June 22, 1997, all the holders of shares of PCI's common stock and
@Entertainment entered into a Contribution Agreement. Pursuant to the
Contribution Agreement, each holder of shares of PCI's common stock transferred
all shares of PCI common stock owned by it to @Entertainment. In addition, ECO
transferred all of the outstanding shares of PCI's series B preferred stock to
@Entertainment. All of these transfers (the "Share Exchange") were designed to
qualify as a tax-free exchange under section 351 of the Internal Revenue Code
of 1986, as amended. Each holder of PCI's common stock received 1,000 shares of
common stock of @Entertainment in exchange for each share of PCI's common stock
transferred by it (the "Capital Adjustment"). ECO also received an equivalent
number of shares of @Entertainment's series B preferred stock in exchange for
its shares of PCI's series B preferred stock. @Entertainment's series B
preferred stock has identical rights and preferences to those of PCI's series B
preferred stock, except that the ratio for conversion of such shares into
common stock increased from 1:1.9448 to 1:1,944.80 in order to reflect the
Capital Adjustment. The 2,500 outstanding shares of @Entertainment's series B
preferred stock automatically converted into 4,862,000 shares of common stock
of @Entertainment upon the closing of the initial public offering. The
formation of @Entertainment has been accounted for at historical cost in a
manner similar to pooling of interest accounting.
On June 20, 1997, PIHLP transferred all of the outstanding shares of PCI's
series C preferred stock to an entity owned by certain of the beneficial owners
of PIHLP and members of their families (the "Chase Entity"). The Chase Entity,
ECO and @Entertainment entered into a Purchase Agreement dated June 22, 1997
(the "Purchase Agreement"). Among other matters, the Purchase Agreement
obligated @Entertainment to purchase all of the outstanding shares of PCI's
series A preferred stock and series C preferred stock for cash from ECO and the
Chase Entity, respectively, at the closing of the IPO. The aggregate purchase
price of $60,000,000 for PCI's series A preferred stock and series C preferred
stock equaled the aggregate redemption price of such shares as set forth in
PCI's certificate of incorporation. The purchase resulted in a loss applicable
to common stockholders of $33,806,000 representing the excess of the
consideration paid for the preferred stock over the carrying amount of those
shares as of the date of the Reorganization (as defined hereinafter). The
aforementioned purchase was funded with a portion of the net proceeds of the
IPO.
The Company periodically accreted, until the date of the purchases
described above, from paid-in capital an amount that would provide for the
redemption value of the PCI series A, B and C preferred shares at October 31,
2004. The total amounts recorded for accretion for the years ended December 31,
1996 and 1997 were $2,870,000 and $2,436,000, respectively.
F-93
<PAGE>
@ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1996, 1997 and 1998
1. Organization and Formation of Holding Company (continued)
In June 1997, @Entertainment acquired all of the outstanding stock of @EL,
a new corporation organized under the laws of England and Wales (the "@EL
Incorporation").
In June 1997, certain employment agreements for the executive officers of
@Entertainment who were employed by PCI and their employee stock option
agreements were assigned to @Entertainment by PCI (the "Assignment"). As part
of the Assignment and the Capital Adjustment, the employment agreements were
amended to provide that each option to purchase a share of PCI's common stock
was exchanged for an option to purchase 1,000 shares of @Entertainment's common
stock with a proportionate reduction in the per share exercise price.
The Share Exchange, Capital Adjustment, @EL Incorporation and the
Assignment are collectively referred to as the "Reorganization". As a result of
the Reorganization, @Entertainment owns 100% of the outstanding shares of
common stock and preferred stock of PCI and 100% of @EL.
On August 5, 1997, the Company consummated an initial public offering of
9,500,000 shares of common stock at a price of $21 per share. Net proceeds to
the Company were approximately $183,292,000 after deduction of the underwriting
discount and other expenses of the offering.
2. Financial Position and Basis of Accounting
The Company generated an operating loss of $100,813,000 and negative cash
flows from operations of $70,668,000 for the year ended December 31, 1998,
primarily due to the significant costs associated with the development and
launch of the Company's DTH and programming businesses, promotion of those
businesses, and the development, production and acquisition of programming for
Wizja TV. Furthermore, the Company expects to experience substantial operating
losses and negative cash flows for at least the next two years in association
with the expansion of the DTH and programming businesses, and the continued
development of the cable business. As at December 31, 1998, the Company was
committed to pay at least $550,100,000 in guaranteed payments over the next
nine years of which at least approximately $254,200,000 million was committed
through the end of 2000. As at December 31, 1998 the Company had cash of
$13,055,000.
Given the above noted factors at December 31, 1998, management planned and
successfully completed debt and equity offerings in January, 1999 which
generated net proceeds to the Company of approximately $154,000,000 (see note
20). The Company believes that the net proceeds of these three recent offerings
and cash on hand will provide the Company with sufficient capital to fulfill
its current business plan and to fund guaranteed payments until it achieves
positive cash flow from operations. The Company's current business plan include
the following key assumptions:
(a) achieve rapid penetration of the Polish market by distributing DTH
Reception Units to 380,000 initial subscribers at prices significantly
decreased by promotional incentives. The Company continues to review
its business plan with respect to the level of promotional incentives
it will provide. During 1998 the Company reduced its plans with respect
to the initial subscribers receiving significant promotional incentives
from 500,000 to 380,000.
(b) the requirement to purchase 500,000 DTH Reception Units from Philips
prior to June 30, 2000. The Company continues to re-negotiate the terms
of their agreement with Philips, and during 1998 negotiated an
extension of the date by which the 500,000 Reception Units must be
purchased, from December 31, 1999 to June 30, 2000.
F-94
<PAGE>
@ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1996, 1997 and 1998
2. Financial Position and Basis of Accounting (continued)
(c) a change in the cable strategy focus from acquisition and build-out of
cable networks to increased subscriber penetration in existing
networks. While the Company still plans build-out of the cable network
in strategic areas, the Company believes the most profitable means of
expanding its cable television business is to leverage its investment
in its cable networks by increasing the percentage of homes passed
which subscribe in its regional clusters.
Should management decide to change their business plan, including changes
in the above noted assumptions, they are confident that they can raise
additional financing. Future sources of financing for the Company could include
public or private debt or equity offerings or bank financing or any combination
thereof, subject to the restrictions contained in the indentures governing the
Company's senior outstanding indebtedness. However, there can be no assurance
that the Company will be able to do so on satisfactory terms, if at all.
Based on the above noted financial position and business plans, management
is confident that they will be able to continue as a going concern through June
30, 2000. Accordingly, 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.
3. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles in the United States
of America ("U.S. GAAP").
The consolidated financial statements include the financial statements of
@Entertainment, Inc. and its wholly owned and majority owned subsidiaries. Also
consolidated is a 49% owned subsidiary for which the Company maintains control
of operating activities and has the ability to influence the appointment of
members to the Managing Board. All significant intercompany balances and
transactions have been eliminated in consolidation.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash and other short-term investments
with original maturates of less than three months.
Use of Estimates
Management of the Company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities to prepare these financial statements in
conformity with U.S. GAAP. Actual results could differ from those estimates.
Revenue Recognition
Cable Television Revenues:
Revenue from subscription fees is recognized on a monthly basis as the
service is provided. Installation fee revenue for connection to the Company's
cable television system, is recognized to the
F-95
<PAGE>
@ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1996, 1997 and 1998
3. Summary of Significant Accounting Policies (continued)
extent of direct selling costs and the balance is deferred and amortized to
income over the estimated average period that new subscribers are expected to
remain connected to the systems.
DTH Subscription Revenues:
During 1998, the Company commenced sale of its Wizja TV Package (consisting
of a one-year rental of a DTH reception system, installation and a one-year
subscription to the Company's DTH service) to retail customers for one up-front
payment at the time of installation. The Company recognizes subscription
revenues at the time of installation to the extent of direct selling costs
incurred, and the balance is deferred and amortized to income over the
remaining term of the subscription.
Other Revenues:
Advertising revenues are recognized when advertisements are aired under
broadcast contracts.
Taxation
Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled.
U.S. Taxation:
The Company and PCI are subject to U.S. federal income taxation on their
worldwide income. The Polish, United Kingdom and Netherlands corporations are
foreign corporations which are not expected to be engaged in a trade or
business within the U.S. or to derive income from U.S. sources and accordingly,
are not subject to U.S. income tax.
Foreign Taxation:
The Polish companies are subject to corporate income taxes, value added tax
(VAT) and various local taxes within Poland, as well as import duties on
materials imported by them into Poland. Under Polish law, the Polish companies
are exempt from import duties on certain in-kind capital contributions.
The Polish companies' income tax is calculated in accordance with Polish
tax regulations. Due to differences between accounting practices under Polish
tax regulations and those required by U.S. GAAP, certain income and expense
items are recognized in different periods for financial reporting purposes and
income tax reporting purposes which may result in deferred income tax assets
and liabilities.
Property, Plant and Equipment
Property, plant and equipment includes assets used in the development and
operation of the Company's DTH and cable television systems and set-top boxes.
During the period of construction, plant costs and a portion of design,
development and related overhead costs are capitalized as a component of the
Company's investment in DTH and cable television systems. When material, the
Company capitalizes interest costs incurred during the period of construction
in accordance with SFAS No. 34, "Capitalization of Interest Cost". During 1998,
the Company capitalized approximately $664,000 in interest. During 1996 and
1997, no interest costs were capitalized.
F-96
<PAGE>
@ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1996, 1997 and 1998
3. Summary of Significant Accounting Policies (continued)
Cable and DTH subscriber related costs and general and administrative
expenses are charged to operations when incurred.
Depreciation is computed for financial reporting purposes using the
straight-line method over the following estimated useful lives:
<TABLE>
<S> <C>
Cable television system assets.................................. 10 years
DTH system assets............................................... 5 years
Settop boxes.................................................... 5 years
Vehicles........................................................ 5 years
Other property, plant and equipment............................. 5-10 years
</TABLE>
Inventories for Construction
Inventories for construction are stated at the lower of cost, determined by
the average cost method, or net realizable value. Inventories are principally
related to construction in the various cable television systems.
Goodwill and Other Intangibles
Goodwill, which represents the excess of purchase price over fair value of
net assets acquired, is amortized on a straight-line basis over the expected
periods to be benefited, generally ten years, with the exception of amounts
paid relating to non-compete agreements. The portion of the purchase price
relating to the non-compete agreements is amortized over the term of the
underlying agreements, generally five years.
Through its subsidiaries, the Company has entered into lease agreements
with the Polish national telephone company ("TPSA"), for the use of underground
telephone conduits for cable wiring. Costs related to obtaining conduit and
franchise agreements with housing cooperatives and governmental authorities are
capitalized and amortized generally over a period of ten years. In the event
the Company does not proceed to develop cable systems within designated cities,
costs previously capitalized will be charged to expense.
Programming and Broadcast Rights
During 1997 and 1998, the Company entered into contracts for the purchase
of certain exhibition or broadcast rights. Broadcast or exhibition rights
consist principally of rights to broadcast syndicated programs, sports and
feature films and are accounted for as a purchase of rights by the licensee.
The asset and liability for the rights acquired and obligations incurred under
a license agreement are reported by the Company, at the gross amount of the
liability, when the license period begins and certain specified conditions have
been met, in accordance with the guidelines established within SFAS No. 63,
"Financial Reporting by Broadcasters".
Deferred Financing Costs
Costs incurred to obtain financing have been deferred and amortized over
the life of the loan using the effective interest method. The amortization of
deferred financing costs is included in interest expense.
F-97
<PAGE>
@ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1996, 1997 and 1998
3. Summary of Significant Accounting Policies (continued)
Investments in Affiliated Companies
Investments in affiliated companies are accounted for using the equity
method. Where the purchase price exceeds the fair value of the Company's
percentage of net assets acquired, the difference is amortized over the
expected period to be benefited as a charge to equity in profits of affiliated
companies. Where the expected period to be benefited is limited by licensing
agreements, the difference is amortized over the term of the licensing
agreement.
Minority Interest
Recognition of the minority interests' share of losses of consolidated
subsidiaries is limited to the amount of such minority interests' allocable
portion of the equity of those consolidated subsidiaries.
Stock-Based Compensation
The Company has adopted SFAS No. 123, "Accounting For Stock-Based
Compensation", which gives companies the option to adopt the fair value based
method for expense recognition of employee stock options and other stock-based
awards or to account for such items using the intrinsic value method as
outlined under APB Opinion No. 25, "Accounting For Stock Issued To Employees",
with pro forma disclosure of net loss and loss per share as if the fair value
method had been applied. The Company has elected to apply APB Opinion No. 25
and related interpretations for stock options and other stock-based awards.
Foreign Currencies
Foreign currency transactions are recorded at the exchange rate prevailing
at the date of the transactions. Assets and liabilities denominated in foreign
currencies are remeasured at the rates of exchange at balance sheet date. Gains
and losses on foreign currency transactions are included in the consolidated
statement of operations.
The financial statements of foreign subsidiaries are translated to U.S.
dollars using (i) exchange rates in effect at period end for assets and
liabilities, and (ii) average exchange rates during the period for results of
operations. Adjustments resulting from translation of financial statements are
reflected in accumulated other comprehensive income as a separate component of
stockholders' equity.
Effective January 1, 1998, Poland is no longer deemed to be a highly
inflationary economy. In accordance with this change, the Company established a
new functional currency basis for non-monetary items of its Polish subsidiaries
in accordance with guidelines established within EITF Issue 92-4, "Accounting
For A Change In Functional Currency When An Economy Ceases To Be Considered
Highly Inflationary". That basis is computed by translating the historical
reporting currency amounts of non-monetary items into the local currency at
current exchange rates. As a result of this change, the Company's functional
currency bases exceeded the local currency tax bases of nonmonetary items. The
difference between the new functional currency and the tax bases have been
recognized as temporary differences.
Prior to January 1, 1998 the financial statements of foreign subsidiaries
were translated into U.S. dollars using (i) exchange rates in effect at period
end for monetary assets and liabilities, (ii) exchange rates in effect at
transaction dates (historical rates) for non monetary assets and liabilities,
and (iii) average exchange rates during the period for revenues and expenses,
other than those revenues and expenses
F-98
<PAGE>
@ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1996, 1997 and 1998
3. Summary of Significant Accounting Policies (continued)
that relate to non monetary assets and liabilities (primarily amortization of
fixed assets and intangibles) which are translated using the historical
exchange rates applicable to those non monetary assets and liabilities.
Adjustments resulting from translation of financial statements were reflected
as foreign exchange gains or losses in the consolidated statements of
operations.
Fair Value of Financial Instruments
SFAS No. 107, "Disclosures about Fair Value Of Financial Instruments"
requires the Company to make disclosures of fair value information of all
financial instruments, whether or not recognized on the consolidated balance
sheets, for which it is practicable to estimate fair value.
The Company's financial instruments include cash and cash equivalents,
accounts receivable, accounts payable and accrued expenses and Notes payable.
At December 31, 1997 and 1998, the carrying value of cash and cash
equivalents, accounts receivable, and accounts payable and accrued expenses on
the accompanying consolidated balance sheets approximates fair value due to the
short maturity of these instruments.
At December 31, 1997, the fair value of the Company's notes payable
approximated $128,420,000 based on the last trading price of the Notes payable
in 1997.
At December 31, 1998, the fair value of the Company's notes payable balance
approximates $230,194,000 based on the last trading price of the Notes payable
in 1998.
Impairment of Long-Lived Assets
The Company assesses the recoverability of long-lived assets (mainly
property, plant and equipment, intangibles and certain other assets) on a
regular basis by determining whether the carrying value of the assets can be
recovered over the remaining lives through projected undiscounted future
operating cash flows, expected to be generated by such assets. If an impairment
in value is estimated to have occurred, the assets carrying value is reduced to
its estimated fair value. The assessment of the recoverability of long-lived
assets will be impacted if estimated future operating cash flows are not
achieved.
Commitments and Contingencies
Liabilities for loss contingencies arising from claims, assessments,
litigation, fines and penalties, and other sources are recorded when it is
probable that a liability has been incurred and the amount of the assessment
can be reasonably estimated.
Advertising Costs
All advertising costs of the Company are expensed as incurred.
Reclassifications
Certain amounts have been reclassified in the prior year consolidated
financial statements to conform to the 1998 consolidated financial statement
presentation.
F-99
<PAGE>
@ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1996, 1997 and 1998
4. Valuation and Qualifying Accounts
<TABLE>
<CAPTION>
Additions
Balance at Charged to Amounts Balance at
January 1 Expense Written Off December 31
---------- ---------- ----------- -----------
(in thousands)
<S> <C> <C> <C> <C>
1996
Allowance for Doubtful
Accounts.................... $510 $ 358 $ 323 $ 545
1997
Allowance for Doubtful
Accounts.................... $545 $ 494 $ 273 $ 766
1998
Allowance for Doubtful
Accounts.................... $766 $1,383 $1,054 $1,095
</TABLE>
5. Acquisitions
During 1998, the Company made several acquisitions of which details follow.
In each case, the acquisition was accounted for using the purchase method,
whereby the purchase price was allocated to the underlying assets and
liabilities based on their proportionate share of fair values on the date of
acquisition and any excess to goodwill. The results of operations of each of
the businesses acquired are included in the Company's consolidated financial
statements since the date of acquisition.
In February 1998, PCI acquired a cable television business for an aggregate
consideration of approximately $1,574,000. The purchase price exceeded the fair
value of the net liabilities acquired by approximately $2,041,000. In
association with this acquisition, the Company assumed a $2,150,000 loan from
Bank Rozwoju Exportu S.A. (refer to note 11).
In February and March 1998, the Company acquired the remaining 55% equity
interest in an affiliated company for approximately $9,389,000. The purchase
price exceeded the fair value of the net liabilities acquired by approximately
$9,945,000.
On July 16, 1998, the Company purchased the remaining 45.25% interest in a
subsidiary of the Company which was held by unaffiliated third parties for an
aggregate purchase price of approximately $10,655,000, of which approximately
$9,490,000 relates to non-compete agreements. The purchase price, excluding the
amount paid relating to the non-compete agreements, exceeded the fair value of
the assets acquired by $604,000. The portion of the purchase price relating to
the non-compete agreements will be amortized over the five-year term of the
agreements.
On August 15, 1998, PCI purchased the remaining approximately 50% minority
interest in a subsidiary of the Company which was held by unaffiliated third
parties for aggregate consideration of approximately $5,372,000. The purchase
price exceeded the fair value of the assets acquired by $1,104,000.
Additionally, during 1998 the Company acquired certain cable television
system assets and subscriber lists for aggregate consideration of approximately
$2,000,000. The purchase price did not materially exceed the fair value of the
assets acquired.
Had these acquisitions occurred on January 1, 1997, the Company's pro-forma
consolidated results for the years ended December 31, 1997 and 1998, would not
be materially different from those presented in the consolidated statements of
operations.
F-100
<PAGE>
@ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1996, 1997 and 1998
5. Acquisitions (continued)
Effective January 1, 1997, PCI acquired the remaining 51% of a subsidiary
company for aggregate consideration of approximately $9,927,000. The
acquisition has been accounted for as a purchase with the purchase price
allocated among the assets acquired and liabilities assumed based upon the fair
values at the date of acquisition and any excess to goodwill. The purchase
price exceeded the fair value of the net assets acquired by approximately
$5,556,000.
In May 1997, PCI acquired a 54.75% ownership interest in a cable television
company for aggregate consideration of approximately $10,925,000. The
acquisition has been accounted for as a purchase with the purchase price
allocated among the assets acquired and liabilities assumed based upon the fair
values at the date of acquisition and any excess as goodwill. The results of
the acquired company have been included with the Company's results since the
date of acquisition. The purchase price exceeded the fair value of the net
assets acquired by approximately $9,910,000. Included in minority interest at
December 31, 1997 is approximately $450,000 relating to the acquisition of this
subsidiary.
During 1997, the Company acquired certain cable television system assets
and subscriber lists for aggregate consideration of approximately $3,200,000.
The acquisitions have been accounted for as fixed asset purchases with the
purchase price allocated among the fixed assets acquired based upon their fair
values at the dates of acquisition and any excess to goodwill. The purchase
prices exceeded the fair value of the assets acquired by approximately
$548,000.
During 1996, the Company acquired substantially all of the cable television
system assets of twenty-six cable television companies for aggregate
consideration of approximately $15,600,000. The acquisitions have been
accounted for as purchases with the purchase price allocated among the assets
acquired and liabilities assumed based upon their fair values at the date of
acquisition and any excess as goodwill. The results of the acquired companies
have been included with the Company's results since their dates of acquisition.
The purchase prices exceeded the fair value of the net assets acquired by
approximately $5,800,000.
6. Programming and Broadcast Rights
Programming and broadcast rights include approximately $894,000 and
$9,030,000 related to certain broadcast rights purchased as of December 31,
1997 and 1998, respectively, but not yet available for viewing.
7. Other Current and Non-Current Assets
Included in other current assets are $1,322,000 and $8,785,000 of VAT
receivables as of December 31, 1997 and 1998, respectively.
Also included in other current assets at December 31, 1997 and 1998 are
prepayments of $9,000,000 and $8,300,000, respectively, to Philips Business
Electronics B.V. ("Philips") toward the supply of decoders, satellite dishes
and services used in the Company's DTH satellite transmission system
("Reception Systems").
Included in other non-current assets at December 31, 1997 and 1998 are
deferred financing costs of $7,122,000 and $12,146,000, respectively relating
to the Company's notes payable (refer to note 11).
Included in other non-current assets at December 31, 1997 is a prepayment
of approximately $1,200,000 toward the formation of a programming related joint
venture with World Shopping Network Plc. As a final agreement was never
consummated, the amount was expensed in 1998.
F-101
<PAGE>
@ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1996, 1997 and 1998
8. Intangible assets
Intangible assets consist of the following:
<TABLE>
<CAPTION>
December 31,
----------------
1997 1998
------- -------
(in thousands)
<S> <C> <C>
Conduit and franchise agreements........................ $ 5,391 $ 5,409
Goodwill................................................ 13,338 27,510
Non-compete agreements.................................. 9,406 19,006
Other................................................... 1,543 1,336
------- -------
29,678 53,261
Less accumulated amortization........................... (3,360) (9,609)
------- -------
Net intangible assets................................... $26,318 $43,652
======= =======
</TABLE>
9. Investments in Affiliated Companies
Investment in affiliated companies at December 31, 1998 consist of 20% of
the common stock of Fox Kids Poland Ltd. ("FKP") and 50% of the common stock of
Twoj Styl Sp. z o.o. ("Twoj Styl"). At December 31, 1997 investments in
affiliated companies also included 45% of the common stock of GZM. During 1998,
the Company acquired the remaining interest in GZM (refer to note 5).
In December 1997, the Company acquired a 20% interest in FKP, a joint
venture formed to provide programming to the Company for an aggregate purchase
price of approximately $10,000,000. The purchase price exceeded the fair value
of the Company's ownership percentage of net assets by approximately
$10,000,000. This difference is being amortized over five years as a charge to
equity in profits of affiliated companies. During 1998, the Company contributed
an additional $4,926,000 to the joint venture which was accounted for as an
additional investment in affiliated companies. For the years ended December 31,
1997 and 1998, the Company recorded losses related to this investment of $0 and
$6,343,000, respectively.
In December 1997, the Company acquired a 50% interest in Twoj Styl, a
magazine publishing company for an aggregate purchase price of approximately
$11,100,000. In 1998, the Company paid approximately $302,000 for stamp duty
and professional fees, which was added to the cost of the investment. The
purchase price exceeded the fair value of the Company's ownership percentage of
net assets by approximately $9,600,000. This difference is being amortized over
ten years as a charge to equity in profits of affiliated companies. For the
years ended December 31, 1997 and 1998, the Company recorded a profit/(loss)
related to this investment of $152,000 and $(181,000), respectively. In
addition, the Company agreed to provide additional future financing to Twoj
Styl, either debt or equity, of up to $7,700,000 to develop Polish-language
programming and ancillary services. As of December 31, 1998, no additional
financing had been provided.
It was not practicable to estimate the market value of the investments in
affiliated companies due to the nature of these investments, the relatively
short existence of the affiliated companies and the absence of quoted market
price for the affiliated companies.
F-102
<PAGE>
@ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1996, 1997 and 1998
10. Income Taxes
Income tax (expense)/benefit consists of:
<TABLE>
<CAPTION>
Current Deferred Total
------- -------- ---------
(in thousands)
<S> <C> <C> <C>
Year ended December 31, 1996:
U.S. Federal................................ $ (714) $ -- $ (714)
State and local............................. (531) -- (531)
Foreign..................................... (28) -- (28)
------- -------- ---------
$(1,273) $ -- $ (1,273)
======= ======== =========
Year ended December 31, 1997:
U.S. Federal................................ $ 1,438 $ -- $ 1,438
State and local............................. -- -- --
Foreign..................................... (463) -- (463)
------- -------- ---------
$ 975 $ -- $ 975
Year ended December 31, 1998:
U.S. Federal................................ $ -- $ -- $ --
State and local............................. -- -- --
Foreign..................................... (210) -- (210)
------- -------- ---------
$ (210) $ -- $ (210)
======= ======== =========
Sources of loss before income taxes and minority interest are presented as
follows:
<CAPTION>
Year ended December 31,
----------------------------
1996 1997 1998
------- -------- ---------
(in thousands)
<S> <C> <C> <C>
Domestic loss................................. $(2,602) $(20,628) $ (52,341)
Foreign loss.................................. (4,632) (31,585) (73,514)
------- -------- ---------
$(7,234) $(52,213) $(125,855)
======= ======== =========
</TABLE>
Income tax (expense)/benefit for the years ended December 31, 1996, 1997,
and 1998 differed from the amounts computed by applying the U.S. federal income
tax rate of 34 percent to pretax loss as a result of the following:
<TABLE>
<CAPTION>
Year ended December 31,
---------------------------
1996 1997 1998
------- -------- --------
(in thousands)
<S> <C> <C> <C>
Computed "expected" tax benefit............... $ 2,460 $ 17,752 $ 43,061
Non-deductible expenses....................... (17) (101) (1,635)
Change in valuation allowance................. (3,504) (15,424) (30,299)
Adjustment for change in functional currency
bases........................................ -- -- (11,311)
Adjustment to deferred tax asset for enacted
changes in tax rates......................... -- (789) (695)
Foreign tax rate differences.................. (184) (463) 606
Other......................................... (28) -- 63
------- -------- --------
$(1,273) $ 975 $ (210)
======= ======== ========
</TABLE>
F-103
<PAGE>
@ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1996, 1997 and 1998
10. Income Taxes (continued)
The tax effects of temporary differences that give rise to deferred tax
assets and deferred tax liabilities are presented below:
<TABLE>
<CAPTION>
December 31,
------------------
1997 1998
-------- --------
(in thousands)
<S> <C> <C>
Deferred tax assets:
Foreign net operating loss carryforward............... $ 6,471 $ 27,930
Domestic net operating loss carryforward.............. -- 7,459
Interest income....................................... 1,946 2,650
Service revenue....................................... 1,948 2,101
Accrued liabilities................................... 2,964 4,061
Deferred costs........................................ 2,001 6,447
Stock options......................................... 2,950 2,950
Deferred interest..................................... -- 2,183
Unrealized foreign exchange losses.................... 5,614 9,066
Other................................................. 139 1,393
-------- --------
Total gross deferred tax assets......................... 24,033 66,240
Less valuation allowance................................ (24,033) (54,332)
-------- --------
Net deferred tax assets................................. $ -- $ 11,908
======== ========
Deferred tax liabilities:
Fixed assets depreciation............................. $ -- $(11,786)
Other................................................. -- (122)
Total gross deferred tax liabilities.................. $ -- $(11,908)
-------- --------
Net deferred tax liability............................ $ -- $ --
======== ========
</TABLE>
The net increase in the valuation allowance for the years ended December
31, 1996, 1997 and 1998 was $667,000, $3,504,000 and $30,299,000 respectively.
In assessing the realiability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences become deductible. Management considers
projected future taxable income and tax planning strategies in making this
assessment. Based upon the level of historical taxable income and projections
for future taxable income over the periods which the deferred tax assets are
deductible, management believes it is more likely than not the Company will
realize the benefits of these deductible differences, net of the existing
valuation allowances at December 31, 1998.
Subsequently recognized tax benefits relating to the valuation allowance
for deferred tax assets as of December 31, 1998 will be reported in the
consolidated statement of operations.
Foreign loss carryforwards can be offset against the PTK Companies' taxable
income and utilized at a rate of one-third per year in each of the three years
subsequent to the year of the loss. If there is no taxable income in a given
year during the carryforward period, the portion of the loss carryforward to be
utilized is permanently forfeited. For losses incurred in U.S. taxable years
prior to 1998, loss carryforwards
F-104
<PAGE>
@ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1996, 1997 and 1998
10. Income Taxes (continued)
can be applied against taxable income three years retroactively and fifteen
years into the future. For losses incurred in U.S. taxable years from 1998,
loss carryforwards can be applied against taxable income two years
retroactively and twenty years into the future.
At December 31, 1998, the Company has foreign net operating loss
carryforwards of approximately $104,087,000, which will expire as follows:
<TABLE>
<CAPTION>
Year ending December 31, (in thousands)
------------------------ --------------
<S> <C>
1999..................................................... $ 28,066
2000..................................................... 26,814
2001 and thereafter...................................... 49,207
--------
$104,087
========
</TABLE>
11. Notes Payable
Notes payable consist of the following:
<TABLE>
<CAPTION>
December 31,
-----------------
1997 1998
-------- --------
(in thousands)
<S> <C> <C>
@Entertainment Notes, net of discount.................... $ -- $125,513
PCI Notes, net of discount............................... 129,578 129,627
American Bank in Poland S.A. ("AmerBank") revolving
credit loan............................................. -- 6,500
Bank Rozwoju Exportu S.A. Deutsche Mark facility......... -- 1,912
Other.................................................... 532 402
-------- --------
130,110 263,954
less: current portion.................................... -- 6,500
-------- --------
Notes payable, net of current portion.................... $130,110 $257,454
======== ========
</TABLE>
@Entertainment Notes
On July 14, 1998, the Company sold 252,000 units (collectively, the
"Units") to two initial purchasers pursuant to a purchase agreement, each Unit
consisting of $1,000 principal amount at maturity of 14 1/2% Senior Discount
Notes (the "Notes") due 2008 and four warrants (each a "Warrant"), each
initially entitling the holder thereof to purchase 1.81 shares of common stock,
par value $0.01 per share (the "Common Stock") at an exercise price of $13.20
per share, subject to adjustment.
The Notes were issued at a discount to their aggregate principal amount at
maturity and, together with the Warrants generated gross proceeds to the
Company of approximately $125,100,000 of which $117,485,000 has been allocated
to the initial accreted value of the Notes and approximately $7,615,000 has
been allocated to the Warrants. The portion of the proceeds that is allocable
to the Warrants was accounted for as part of paid-in capital. The allocation
was made based on the relative fair values of the two securities at the time of
issuance. Net proceeds to the Company after deducting initial purchasers'
discount and offering expenses were approximately $118,972,000.
F-105
<PAGE>
@ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1996, 1997 and 1998
11. Notes Payable (continued)
The Notes are unsubordinated and unsecured obligations. Cash interest on
the Notes will not accrue prior to July 15, 2003. Thereafter cash interest will
accrue at a rate of 14.5% per annum and will be payable semiannually in arrears
on January 15 and July 15 of each year, commencing January 15, 2004. The Notes
will mature on July 15, 2008. At any time prior to July 15, 2001, the Company
may redeem up to a maximum of 25% of the originally issued aggregate principal
amount at maturity of the notes at a redemption price equal to 114.5% of the
accreted value thereof at the redemption date, plus accrued and unpaid
interest, if any, to the date of redemption with some or all of the net cash
proceeds of one or more public equity offerings; provided, however, that not
less than 75% of the originally issued aggregate principal amount at maturity
of the notes remains outstanding immediately after giving effect to such
redemption. The effective interest rate of the notes is approximately 16.5%.
The Warrants initially entitle the holders thereof to purchase an aggregate
of 1,824,514 shares of Common Stock, representing, in the aggregate,
approximately 5% of the outstanding Common Stock on a fully-diluted basis
immediately after giving effect to the sale of the Units. The Warrants are
exercisable at any time and will expire on July 15, 2008.
Pursuant to the Indenture governing the Notes (the "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 issuance 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 restricted subsidiaries; (vii)
purchase of notes upon a change of control; (viii) limitation on sale of
assets; (ix) limitation on dividends and other payment restrictions affecting
restricted subsidiaries; (x) limitation on investments in unrestricted
subsidiaries; (xi) limitation on lines of business; and (xii) consolidations,
mergers and sales of assets. The Company is in compliance with these covenants.
PCI Notes
On October 31, 1996, PCI sold $130,000,000 aggregate principal amount of
Senior Notes ("PCI Notes") to an initial purchaser pursuant to a purchase
agreement. The initial purchaser subsequently completed a private placement of
the PCI Notes. In June 1997, substantially all of the outstanding PCI Notes
were exchanged for an equal aggregate principal amount of publicly-registered
PCI Notes.
The PCI Notes have an interest rate of 9 7/8% and a maturity date of
November 1, 2003. Interest is paid on the PCI Notes on May 1 and November 1 of
each year. As of December 31, 1997 and 1998 the Company accrued interest
expense of $2,175,000 and $2,140,000, respectively.
Prior to November 1, 1999, PCI may redeem up to a maximum of 33% of the
initially outstanding aggregate principal amount of the PCI Notes with some or
all of the net proceeds of one or more public equity offerings at a redemption
price equal to 109.875% of the principal amount thereof, plus accrued and
unpaid interest, if any, to the date of redemption; provided that immediately
after giving effect to such redemption, at least $87 million aggregate
principal amount of the PCI Notes remains outstanding.
The PCI Notes are net of unamortized discount of $422,000 and $373,000 at
December 31, 1997 and 1998, respectively. The effective interest rate of the
PCI Notes is approximately 11.3%.
PCI 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
F-106
<PAGE>
@ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1996, 1997 and 1998
11. Notes Payable (continued)
principal amount (together with cash and cash equivalents of PCI), 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 PCI were $134,509,000 and
$160,450,000 at December 31, 1997 and 1998, respectively.
Pursuant to the PCI Indenture, PCI 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 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 restricted subsidiaries; (x) limitation on investments
in unrestricted subsidiaries; (xi) limitation on lines of business; and (xii)
consolidations, mergers and sales of assets. The Company is in compliance with
these covenants.
Condensed parent only financial statements of @ Entertainment, Inc. are
provided in Note 12 in compliance with the requirements of Rules 5-04 and 12-04
of the Securities and Exchange Commission's Regulation S-X.
American Bank in Poland S.A. Revolving Credit Loan
The revolving credit loan allowing the Company to borrow up to a maximum
principal amount of $6,500,000 on or before December 31, 1998, was fully drawn
as of December 31, 1998. The facility bears interest at LIBOR plus 3.0% (8.0%
as at December 31, 1998), is repayable in full on August 20, 1999, and is
secured by promissory notes en blanc from certain of the Company's
subsidiaries, and pledges of the shares of certain of the Company's
subsidiaries.
Bank Rozwoju Eksportu S.A. Deutsche-Mark Facility
The Deutsche-Mark facility represents a credit facility of DM 3,948,615 of
which approximately DM 3,204,000 was outstanding at December 31, 1998. The
facility bears interest at LIBOR plus 2.0% (5.3% as at December 31, 1998), is
repayable in full on December 27, 2002, and is ultimately secured by a pledge
of the common shares of one of the Company's subsidiaries.
Interest expense relating to notes payable was in the aggregate
approximately $4,687,000, $13,902,000 and $21,535,000 for the years ended
December 31, 1996, 1997 and 1998, respectively.
During 1996, the Company recorded an extraordinary loss related to the
early retirement of debt. The extraordinary loss was comprised of a $147,000
prepayment penalty and a $1,566,000 write-off of deferred financing costs.
F-107
<PAGE>
@ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1996, 1997 and 1998
12. Condensed Parent Only Financial Information of @Entertainment
The following parent only condensed financial statements were prepared in
accordance with generally accepted accounting principles in the United States
of America in a manner consistent with the consolidated financial statements
except that all subsidiaries have been accounted for under the equity method.
The parent only condensed financial statements as of and for periods prior to
the Reorganization represent those of PCI.
CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Year ended December 31,
----------------------------
1996 1997 1998
------- -------- ---------
(in thousands)
<S> <C> <C> <C>
Operating costs and expenses:
Selling, general and administrative
expenses.................................... $ 1,061 $ 14,662 $ 8,700
------- -------- ---------
Operating loss............................... (1,061) (14,662) (8,700)
Interest and investment income............... 1,076 2,489 8,458
Interest expense............................. (2,612) -- (8,608)
Foreign exchange gain, net................... -- -- 36
Equity in losses of affiliated companies..... (2,775) (42,651) (117,251)
------- -------- ---------
Loss before income taxes..................... (5,372) (54,824) (126,065)
Income tax expense........................... (1,245) -- --
------- -------- ---------
Net loss..................................... (6,617) (54,824) (126,065)
Accretion of redeemable preferred stock...... (2,870) (2,436) --
Preferred stock dividend..................... (1,738) -- --
Deficit/(excess) of carrying value of
preferred stock under/(over) consideration
paid........................................ 3,549 (33,806) --
------- -------- ---------
Net loss applicable to holders of common
stock....................................... $(7,676) $(91,066) $(126,065)
======= ======== =========
</TABLE>
CONDENSED STATEMENTS OF COMPREHENSIVE LOSS
<TABLE>
<CAPTION>
Year ended December 31,
----------------------------
1996 1997 1998
------- -------- ---------
(in thousands)
<S> <C> <C> <C>
Net loss...................................... $(6,617) $(54,824) $(126,065)
Other comprehensive income:
Translation adjustment...................... -- (218) (249)
------- -------- ---------
$(6,617) $(55,042) $(126,314)
======= ======== =========
</TABLE>
F-108
<PAGE>
@ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1996, 1997 and 1998
12. Condensed Parent Only Financial Information of @Entertainment (continued)
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31,
-------------------
1997 1998
-------- ---------
(in thousands)
<S> <C> <C>
Assets
Cash and cash equivalents.............................. $ 71,565 $ 3,070
Accounts receivable, net............................... 290 168
Other current assets................................... 74 1,123
-------- ---------
Total current assets................................. 71,929 4,361
Other assets........................................... 11,252 17,230
Net investment in restricted net assets of wholly-owned
subsidiaries.......................................... 121,977 102,344
Net investment in unrestricted net assets of wholly-
owned subsidiaries.................................... (51,822) 37,312
-------- ---------
Total assets......................................... $153,336 $ 161,247
======== =========
Liabilities and Stockholders' Equity
Accounts payable and accrued expenses.................. $ 981 $ 2,078
Notes payable.......................................... -- 125,513
-------- ---------
Total liabilities.................................... 981 127,591
Stockholders' equity:
Preferred stock, $0.01 par value; Authorized 20,000,000
shares; none issued and outstanding................... -- --
Common stock, $.01 par value; Authorized 70,000,000
shares in 1997 and 1998; issued and outstanding
33,310,000 shares in 1997 and 1998.................... 333 333
Paid-in capital........................................ 230,339 237,954
Accumulated other comprehensive income................. (218) (467)
Accumulated deficit.................................... (78,099) (204,164)
-------- ---------
Total stockholders' equity........................... 152,355 33,656
-------- ---------
Total liabilities and stockholders' equity........... $153,336 $ 161,247
======== =========
</TABLE>
F-109
<PAGE>
@ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1996, 1997 and 1998
12. Condensed Parent Only Financial Information of @Entertainment (continued)
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Accumulated
Preferred stock Common Stock Other
---------------- ------------------ Paid-in Comprehensive Accumulated
Shares Amount Shares Amount Capital Income Deficit Total
------ -------- ---------- ------- -------- ------------- ----------- ---------
(in thousands, except share amounts)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance January 1,
1996................... 985 $ 10,311 11,037 $ 4,993 $ 1,544 $ -- $ (16,658) $ 190
Net loss................ -- -- -- -- -- -- (6,617) (6,617)
Stock dividend.......... 166 1,738 -- -- (1,738) -- -- --
Issuance of stock....... -- -- 7,911 (4,992) 53,837 -- -- 48,845
Preferred stock
redemption............. (1,151) (12,049) -- -- 3,549 -- -- (8,500)
Accretion of redeemable
preferred stock........ -- -- -- -- (2,870) -- -- (2,870)
Reorganization.......... -- -- 18,929,052 188 (188) -- -- --
------ -------- ---------- ------- -------- ----- --------- ---------
Balance January 1,
1997................... -- $ -- 18,948,000 $ 189 $ 54,134 $ -- $ (23,275) $ 31,048
Net loss................ -- -- -- -- -- -- (54,824) (54,824)
Translation adjustment.. -- -- -- -- -- (218) -- (218)
Net proceeds from
initial
public offering........ -- -- 9,500,000 95 183,197 -- -- 183,292
Purchase of PCI series A
and C redeemable
preferred stock........ -- -- -- -- (33,806) -- -- (33,806)
Accretion of redeemable
preferred stock........ -- -- -- -- (2,436) -- -- (2,436)
Conversion of series B
redeemable preferred
stock.................. -- -- 4,862,000 49 11,148 -- -- 11,197
Stock option
compensation expense... -- -- -- -- 18,102 -- -- 18,102
------ -------- ---------- ------- -------- ----- --------- ---------
Balance December 31,
1997................... -- $ -- 33,310,000 $ 333 $230,339 $(218) $ (78,099) $ 152,355
Net loss................ -- -- -- -- -- -- (126,065) (126,065)
Translation adjustment.. -- -- -- -- -- (249) -- (249)
Warrants attached to
Senior Discount Notes.. -- -- -- -- 7,615 -- -- 7,615
------ -------- ---------- ------- -------- ----- --------- ---------
Balance December 31,
1998................... -- $ -- 33,310,000 $ 333 $237,954 $(467) $(204,164) $ 33,656
====== ======== ========== ======= ======== ===== ========= =========
</TABLE>
F-110
<PAGE>
@ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1996, 1997 and 1998
12. Condensed Parent Only Financial Information of @Entertainment (continued)
CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Year ended December 31,
------------------------------
1996 1997 1998
--------- -------- ---------
(in thousands)
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss..................................... $ (6,617) $(54,824) $(126,065)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Amortization of notes payable discount and
issue costs............................... 164 1,040 8,301
Loss of subsidiaries....................... 12,862 42,651 117,070
Gain on sale of investment securities...... -- (358) --
Non-cash stock option compensation
expense................................... -- 8,677 --
Equity in losses of affiliated companies... -- -- (181)
Changes in operating assets and liabilities:
Accounts receivable........................ (35) (142) 122
Other current assets....................... (1,300) 114 (1,049)
Other assets............................... -- -- (121)
Accounts payable and accrued expenses...... 2,855 (2,008) 1,097
Income taxes payable....................... 4,472 (4,472) --
--------- -------- ---------
Net cash provided by/(used in) operating
activities.............................. 12,401 (9,322) (826)
--------- -------- ---------
Cash flows from investing activities:
Proceeds from maturity of investment
securities................................ (25,115) 25,473 --
Investment in, and loans and advances to
affiliated companies...................... (122,337) (111,670) (186,809)
Purchase of other assets................... (8,200) (11,252) --
--------- -------- ---------
Net cash used in investing activities.... (155,652) (97,449) (186,809)
--------- -------- ---------
Cash flows from financing activities:
Net proceeds from issuance of stock........ 81,001 183,292 --
Redemption of preferred stock.............. (8,500) (60,000) --
Costs to obtain loans...................... (6,513) -- (5,960)
Proceeds from issuance of Notes payable.... 136,074 -- 117,485
Proceeds from issuance of warrants......... -- -- 7,615
Repayment of notes payable................. (10,000) -- --
Net cash provided by financing
activities.............................. 192,062 123,292 119,140
--------- -------- ---------
Net increase/(decrease) in cash and cash
equivalents............................. 48,811 16,521 (68,495)
--------- -------- ---------
Cash and cash equivalents at beginning of
year.......................................... 6,233 55,044 71,565
--------- -------- ---------
Cash and cash equivalents at end of period..... $ 55,044 $ 71,565 $ 3,070
========= ======== =========
Supplemental cash flow information:
Cash paid for interest....................... $ 2,338 $ -- $ --
========= ======== =========
Cash paid for income taxes................... $ 1,184 $ -- $ --
========= ======== =========
</TABLE>
F-111
<PAGE>
@ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1996, 1997 and 1998
13. Related Party Transactions
During the ordinary course of business, the Company enters into
transactions with affiliated parties. The principal related party transactions
are described below.
Programming
Programming is provided to the Company by certain of its affiliates. The
Company incurred programming fees from these affiliates of $412,000, $559,000
and $418,000 for the years ended December 31, 1996, 1997 and 1998.
Print Media Services
An affiliate of the Company provides print media services to the Company.
The Company incurred operating costs related to these services of $4,355,000
for the year ended December 31, 1998. The Company did not incur any costs from
this affiliate prior to 1998.
14. Per Share Information
Basic loss per share has been computed by dividing net loss attributable to
common stockholders by the weighted average number of common shares outstanding
during the year. The effect of potential common shares (stock options and
warrants outstanding) is antidilutive, accordingly, dilutive loss per share is
the same as basic loss per share.
The Company has presented historical loss per common share information
assuming the common stock exchange of 1 to 1,000 shares occurred on January 1,
1995.
The following table provides a reconciliation of the numerator and
denominator in the loss per share calculation:
<TABLE>
<CAPTION>
Six months ended
Year ended December 31, June 30,
---------------------------- -----------------------
1996 1997 1998 1998 1999
------- -------- --------- ----------- -----------
(unaudited) (unaudited)
(in thousands, except per share amounts)
<S> <C> <C> <C> <C> <C>
Net loss attributable to
common stockholders
(in thousands)......... $(7,676) $(91,066) $(126,065) $(48,289) $(105,582)
Weighted average number
of common shares
outstanding (in
thousands)............. 17,271 24,771 33,310 -- --
Nominal issuance (in
thousands)............. 346 -- -- -- --
Basic weighted average
number of common shares
outstanding (in
thousands)............. 17,617 24,771 33,310 33,310 33,385
Loss per share-basic and
diluted................ $ (0.44) $ (3.68) $ (3.78) $ (1.45) $ (3.16)
</TABLE>
15. Stock Option Plan
On June 22, 1997, the Company adopted a stock option plan (the "1997 Plan")
pursuant to which the Company's Board of Directors may grant stock options to
officers, key employees and consultants of the Company. The 1997 Plan
authorizes grants of options to purchase up to 4,436,000 shares, subject to
adjustment in accordance with the 1997 Plan. At December 31, 1998, options for
3,924,000 shares had been granted. Of this amount, 1,671,000 options became
exercisable upon the IPO but cannot be sold for a period of two years from July
30, 1997.
F-112
<PAGE>
@ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1996, 1997 and 1998
15. Stock Option Plan (continued)
The Company granted 1,671,000 stock options in January 1997 at a price
substantially below the IPO price of $21.00 per share. Such options vested in
full upon the completion of the IPO. In accordance with generally accepted
accounting principles, the Company recognized approximately $18,102,000 of
compensation expense included in selling, general, and administrative expenses
for these options in 1997 representing the difference between the exercise
price of the options and the fair market value of the shares on the date of
grant. All other stock options were granted with exercise prices at or below
the fair market value of the shares on the date of grant.
Future stock options are granted with an exercise price that must be at
least equal to the stock's fair market value at the date of grant. With respect
to any participant who owns stock possessing more than 10% of the voting power
of all classes of stock of the Company, the exercise price of any incentive
stock option granted must equal at least 110% of the fair market value on the
grant date and the maximum term of an incentive stock option must not exceed
five years. The term of all other options granted under the 1997 Plan may not
exceed ten years. Options become exercisable at such times as determined by the
Board of Directors and as set forth in the individual stock option agreements.
Generally, all stock options vest ratably over 2 to 5 years commencing one year
after the date of grant.
Stock option activity during the periods indicated is as follows:
<TABLE>
<CAPTION>
Weighted
Number of Average
shares Exercise Price
--------- --------------
<S> <C> <C>
Balance at January 1, 1996........................ -- $ --
Granted........................................... 241,000 $ 1.99
Balance at December 31, 1996 (none exercisable)... 241,000 $ 1.99
Granted........................................... 2,083,000 $ 5.98
Balance at December 31, 1997 (none exercisable)... 2,324,000 $ 5.57
Granted........................................... 1,600,000 $12.31
Balance at December 31, 1998 (2,643,000 exercis-
able)............................................ 3,924,000 $ 8.32
</TABLE>
No options were exercised or forfeited during 1998.
At December 31, 1998 the range of exercise prices, weighted-average
remaining contractual life and number exercisable of outstanding options was as
follows:
<TABLE>
<CAPTION>
Weighted-Average
Contractual
Range of Number of Weighted-Average Remaining Life Number Weighted-Average
Exercise Prices Shares Exercise Price (Years) Exercisable Exercise Price
--------------- --------- ---------------- ---------------- ----------- ----------------
<S> <C> <C> <C> <C> <C>
1.99-3.79............... 1,912,000 3.51 5.44 1,912,000 3.51
12.00-15.24............. 2,012,000 12.89 8.98 731,900 12.46
--------- ---------
3,924,000 8.32 2,643,900 5.98
</TABLE>
The per share weighted-average fair value of stock options granted during
1998 was $4.22 on the date of grant using the Black Scholes option-pricing
model with the following weighted-average assumptions: expected volatility
43.0%, expected dividend yield 0.0%, risk-free interest rate of 5.72%, and an
expected life of 4 years.
F-113
<PAGE>
@ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1996, 1997 and 1998
15. Stock Option Plan (continued)
Had the Company determined compensation cost based on the fair value at the
grant date for its stock options under SFAS No. 123, the Company's net loss and
net loss per share would have increased to the pro forma amounts indicated
below:
<TABLE>
<CAPTION>
Year ended December 31,
----------------------------
1996 1997 1998
------- -------- ---------
(in thousands, except
per share data)
<S> <C> <C> <C>
Net loss--as reported........................... $(6,617) $(54,824) $(126,065)
Net loss--pro forma............................. $(6,617) $(56,607) $(131,511)
Basic and diluted net loss per share--as
reported....................................... $ (0.44) $ (3.68) $ (3.78)
Basic and diluted loss per share--pro forma..... $ (0.44) $ (3.75) $ (3.95)
</TABLE>
16. Leases
Building Leases
The Company leases several offices and warehouses within Poland under
cancelable operating leases. The Company has a noncancelable operating lease
for a building in the United Kingdom which houses the majority of its technical
equipment relating to the DTH network. The noncancelable lease expires in 2002,
and contains a renewal option for an additional five years. Future minimum
lease payments as of December 31, 1998 are $2,725,000 in 1999, $2,806,000 in
2000, $2,890,000 in 2001 and $2,977,000 in 2002.
DTH Technical Equipment Lease
The Company has an eight year agreement with British Telecommunications plc
("BT") for the lease and maintenance of certain satellite uplink equipment. The
agreement requires the payment of equal monthly installments of $50,000
approximating future minimum commitments of $600,000 in 1999, $576,000 in 2000,
$576,000 in 2001, $576,000 in 2002 and $1,728,000 in 2003 and thereafter. Other
than the BT uplink equipment, the Company owns all of the required broadcasting
equipment at its transmission facility in the United Kingdom.
Conduit Leases
The Company also leases space within various telephone duct systems from
TPSA under cancelable operating leases. The TPSA leases expire at various
times, and a substantial portion of the Company's contracts with TPSA permit
termination by TPSA without penalty at any time either immediately upon the
occurrence of certain conditions or upon provision of three to six months
notice without cause. Refer to note 19 for further detail.
All of the agreements provide that TPSA is the manager of the telephone
duct system and will lease space within the ducts to the Company for
installation of cable and equipment for the cable television systems. The lease
agreements provide for monthly lease payments that are adjusted quarterly or
annually, except for the Gdansk lease agreement which provides for an annual
adjustment after the sixth year and then remains fixed through the tenth year
of the lease.
F-114
<PAGE>
@ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1996, 1997 and 1998
16. Leases (continued)
Minimum future lease commitments for the aforementioned conduit leases
relate to 1999 only, as all leases are cancelable in accordance with the
aforementioned terms. The future minimum lease commitments related to these
conduit leases approximates $622,000 for the six months ending June 30, 1999.
Transponder Leases
During 1997, the Company entered into certain operating leases pursuant to
which the Company is liable for charges associated with each of its three
transponders on the Astra satellites, which can amount to a maximum of
$6,750,000 per year for each transponder and up to $182 million for all three
transponders for the term of their leases. The future minimum lease payments
applicable to the transponders approximate $20,250,000 in 1999, $20,250,000 in
2000, $20,250,000 in 2001, $20,250,000 in 2002 and $101,250,000 in 2003 and
thereafter. The leases for the two transponders on the Astra 1F satellite and
the transponder on the Astra 1G satellite will expire in 2007. The Company's
transponder leases provide that the Company's rights are subject to termination
in the event that the lessor's franchise is withdrawn by the Luxembourg
Government.
Total rental expense associated with the aforementioned operating leases
for the years ended December 31, 1996, 1997 and 1998 was $892,000, $3,696,000
and $10,521,000, respectively.
F-115
<PAGE>
@ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1996, 1997 and 1998
17. Segment Information
@Entertainment and its subsidiaries operate in three business segments: (1)
cable television, (2) digital direct-to-home television and programming, and
(3) corporate functions. The accounting policies of the segments are the same
as those described in the summary of significant accounting policies. The
Company accounts for intersegment sales and transfers as if the sales or
transfers were to third parties, that is, at current market prices. 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, equity in losses of affiliated companies, income
taxes, extraordinary items, non-recurring items (e.g., compensation expense
related to stock options), 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.
<TABLE>
<CAPTION>
DTH and
Cable Programming Corporate Total
--------- ----------- --------- ---------
(in thousands)
<S> <C> <C> <C> <C>
1998
Revenues from external customers.. $ 52,971 $ 8,888 $ -- $ 61,859
Intersegment revenues............. -- 13,432 -- 13,432
Operating loss.................... (23,066) (69,047) (8,700) (100,813)
EBITDA............................ (1,431) (64,378) (8,700) (74,509)
Depreciation and amortization..... (21,635) (4,669) -- (26,304)
Investment in equity method
investees........................ -- 8,533 11,373 19,956
Segment total assets.............. 193,785 132,998 21,591 348,374
Expenditures for segment assets... 42,639 72,353 -- 114,992
1997
Revenues from external customers.. $ 38,138 $ -- $ -- $ 38,138
Intersegment revenues............. -- -- -- --
Operating loss.................... (20,308) (10,210) (12,152) (42,670)
EBITDA............................ 5,387 (10,186) (3,475) (8,274)
Net loss.......................... (35,087) (7,668) (12,069) (54,824)
Significant non-cash items:
Stock option compensation
expense.......................... 9,425 -- 8,677 18,102
Investment in equity method
investees........................ -- 10,876 11,252 21,628
Segment total assets.............. 187,449 36,466 83,181 307,096
Expenditures for segment assets... 33,786 5,857 -- 39,643
Six months ended June 30, 1999
(unaudited)
Revenues from external customers.. $ 30,264 $ 9,591 $ -- $ 39,855
Intersegment revenues............. -- 10,350 -- 10,350
Operating loss.................... (10,380) (63,913) (4,761) (79,054)
EBITDA............................ 1,834 (53,436) (4,753) (56,355)
Segment total assets.............. 174,063 143,416 68,697 386,176
Six months ended June 30, 1998
(unaudited)
Revenues from external customers.. $ 24,571 $ 906 $ -- $ 25,477
Intersegment revenues............. -- -- -- --
Operating loss.................... (3,540) (35,416) (3,780) (42,736)
EBITDA............................ 6,380 (34,407) (3,780) (31,807)
Segment total assets.............. 195,326 77,471 11,961 284,758
</TABLE>
F-116
<PAGE>
@ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1996, 1997 and 1998
17. Segment Information (continued)
In 1997, the cable segment includes the activities of Mozaic Entertainment,
Inc., a subsidiary which provided programming content for the cable business.
In 1998, the Company's programming activity related solely to the development
of the Wizja TV platform and has been included in the DTH and programming
segment. For the year ended December 31, 1997, Mozaic Entertainment, Inc.
revenues and operating loss were $563,000 and $2,071,000, respectively. For the
year ended December 31, 1998, Mozaic Entertainment, Inc. was dormant. During
1996 the Company operated in one business segment (cable).
Total revenues and long-lived assets for the Company analyzed by
geographical location is as follows:
<TABLE>
<CAPTION>
Total Revenues Long-lived Assets
----------------------- -----------------
Year ended December 31, December 31,
1996 1997 1998 1997 1998
------- ------- ------- -------- --------
(in thousands) (in thousands)
<S> <C> <C> <C> <C> <C>
Poland............................. $24,923 $38,138 $61,859 $152,614 $257,625
United Kingdom..................... -- -- -- 7,930 20,208
Other.............................. -- -- -- -- 29
------- ------- ------- -------- --------
Total.............................. $24,923 $38,138 $61,859 $160,544 $277,862
======= ======= ======= ======== ========
</TABLE>
All of the Company's revenue is derived from activities carried out in
Poland. Long-lived assets consist of property, plant, and equipment,
inventories for construction, intangible assets, and other assets.
18. Commitments and Contingencies
Purchase Commitments
The Company has concluded an agreement with Philips, whereby Philips will
supply reception systems, as well as retail, installation and support services
in connection with the launch of the Company's DTH business in Poland. Philips
will be the exclusive supplier to the Company of the first 500,000 DTH
reception systems and will not distribute any other digital integrated receiver
decoders under the Philips trademark in Poland until December 31, 1999 or any
earlier date on which the Company has secured 500,000 initial subscribers to
its DTH service in Poland. Philips has granted the Company an exclusive license
of its CryptoWorks(R) technology in Poland for the term of the agreement, which
will terminate when the Company has purchased 500,000 DTH reception systems
from Philips, unless terminated earlier in accordance with the terms of the
agreement or extended by mutual consent of Philips and the Company. As of
December 31, 1998, the Company had an aggregate minimum commitment toward the
purchase of the Reception Systems of approximately $129,213,000 up to June 30,
2000.
Programming, Broadcast and Exhibition Right Commitments
The Company has entered into long-term programming agreements and
agreements for the purchase of certain exhibition or broadcast rights with a
number of third party content providers for its DTH and cable systems. The
agreements have terms which range from one to seven years and require that the
license fees be paid either at a fixed amount payable at the time of execution
or based upon a guaranteed minimum number of subscribers connected to the
system each month. At December 31, 1998, the Company had an aggregate minimum
commitment in relation to these agreements of approximately
F-117
<PAGE>
@ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1996, 1997 and 1998
18. Commitments and Contingencies (continued)
$214,299,000 over the next seven years, approximating $37,198,000 in 1999,
$38,428,000 in 2000, $40,627,000 in 2001, $44,837,000 in 2002 and $53,209,000
in 2003 and thereafter.
Consulting Agreements
The Company has entered into a two-year consultancy arrangement with Samuel
Chisholm and David Chance (each individually a "Consultant"), pursuant to which
the Company will pay to a Consultant a fee of $10,000 per consultancy day,
based on a minimum, on average over each 12 month period, of a total of 4
Consultancy Days per month, and the Company will pay an additional fee of
$10,000 to a Consultant for any additional days in any month on which a
Consultant provides consulting services to the Company. The consultancy
agreement is not subject to cancellation by either party except as a result of
a breach of the consultancy agreement.
Regulatory Approvals
The Company is in the process of permits from the Polish State Agency for
Radiocommunications ("PAR") for several of its cable television systems. If
these permits are not obtained, PAR could impose penalties such as fines or in
severe cases, revocation of all permits held by an operator or the forfeiture
of the operator's cable networks. Management of the Company does not believe
that these pending approvals result in a significant risk to the Company.
Litigation and Claims
On April 17, 1998, the Company signed a letter of intent with Telewizyjna
Korporacja Partycypacyjna S.A. ("TKP") and the shareholders of TKP, namely,
Canal+ S.A., Agora S.A., and PolCom Invest S.A. which provided for bringing
together the Company's Wizja TV programming platform and the Canal+ Polska
premium pay television channel and for the joint development and operation of a
DTH service in Poland. The letter of intent called for the Company to invest
approximately $112 million in TKP, and to sell substantially all of the
Company's DTH and programming assets to TKP for approximately $42 million. The
TKP joint venture was to be owned 40% by the Company, 40% by Canal+ S.A., 10%
by Agora S.A. and 10% by PolCom Invest S.A, The letter of intend contained a
standstill provision whereby neither the Company nor TKP could, for a period of
45 days after the execution of the letter of intent, launch any digital pay
television service. As a result, the Company postponed its launch of the Wizja
TV programming package and its DTH service which was originally scheduled for
April 18, 1998. The establishment of the joint venture was subject to the
execution of definitive agreements, regulatory approvals and certain other
closing conditions.
The definitive agreements were not agreed and executed by the parties by
the date set forth in the letter of intent (the "Signature Date"). Therefore,
the Company terminated the letter of intent on June 1, 1998. TKP and its
shareholders have informed the Company that they believe the Company did not
have the right to terminate the letter of intent.
Under the terms of the letter of intent, TKP is obligated to pay the
Company a $5 million break-up fee within 10 days of the signature date if the
definitive agreements were not executed by the signature date, unless the
failure to obtain such execution was caused by the Company's breach of any of
its obligations under the letter of intent. If there was any such breach by the
Company, the Company would
F-118
<PAGE>
@ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1996, 1997 and 1998
18. Commitments and Contingencies (continued)
be obligated to pay TKP $10 million. However, if any breach of the letter of
intent by TKP caused the definitive agreements not to be executed, TKP would be
obligated to pay the Company a total of $10 million (including the $5 million
break-up fee). In the event that TKP fails to pay the Company any of the above-
referenced amounts owed to the Company, TKP's shareholders are responsible for
the payment of such amounts.
The Company has demanded TKP to pay the Company the $5 million break-up fee
as a result of the failure to execute the definitive agreements by the
signature date. While the Company was waiting for the expiration of the 10-day
period for payment of the break-up fee, TKP initiated arbitration proceedings
before a three-member arbitration panel in Geneva, Switzerland. In the
arbitration proceedings TKP and its shareholders contend that the Company
breached the letter of intent, that such breach was the cause of the parties'
failure to agree and execute the definitive agreements, and that the Company is
therefore liable for $10 million in damages under the letter of intent. In its
response the Company denies these allegations and claims that TKP is liable for
at least $15 million in damages pursuant to the letter of intent.
This $15 million figure is composed of a claim for a $5 million break-up
fee, $5 million in damages due to the claim that TKP and its shareholders
breached the letter of intent, thereby causing the parties' failure to agree
and execute the definitive agreements, and at least $5 million as an
indemnification for liabilities incurred by the Company as a result of certain
actions taken with respect to assets to be acquired or contracts to be assumed
by TKP. The Company does not believe that the arbitration proceedings will have
a material adverse effect on its business, financial condition or results of
operations.
Two of the Company's cable television subsidiaries and four other unrelated
Polish cable operators and HBO Polska Sp. z o.o., have been made defendants in
a lawsuit instituted by Polska Korporacja Telewizyjna Sp. z o.o., a subsidiary
of Canal+. The primary defendant in the proceedings is HBO Polska Sp. z o.o.
which is accused of broadcasting the HBO television program in Poland without a
license from the Council as required by the Radio and Television Act of 1992,
as amended, and thereby undertaking an activity constituting an act of unfair
competition. The Company does not believe that the final disposition of the
lawsuit will have a material adverse effect on its consolidated financial
position or results of operations.
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.
19. Concentrations of Business and Credit Risk
DTH Business
The Company expects to experience substantial operating losses and negative
free cash flows for at least the next two years due to (i) the large
investments required for the acquisition of equipment and facilities for its
DTH business, including providing DTH reception systems to 380,000 initial
subscribers at a price significantly decreased by promotional incentives
pursuant to the Company's business strategy, and the administrative costs
required in connection with commencing its DTH business operations and (ii) the
large investments required to develop, produce and acquire the programming for
Wizja TV. There can be no assurance that the Company will be able to generate
operating income or positive cash flows in the future or that its operating
losses and negative cash flows will not increase.
F-119
<PAGE>
@ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1996, 1997 and 1998
19. Concentrations of Business and Credit Risk (continued)
Supplier Agreement
Certain critical components and services used in the Company's DTH
satellite transmission system, including the DTH reception system, as well as
retail, installation and support services, are initially to be provided
exclusively by Philips. The Company has concluded an agreement with Philips
providing for Philips to be the exclusive supplier to the Company of the first
500,000 DTH reception systems in connection with the launch of the Company's
DTH business in Poland. Philips has granted the Company an exclusive license of
its CryptoWorks7 technology in Poland for the term of the agreement, which will
terminate when the Company has purchased 500,000 DTH reception systems from
Philips, unless terminated earlier in accordance with the terms of the
agreement or extended by mutual consent of Philips and the Company. Philips has
agreed not to distribute any other IRDs under the Philips' trademark in Poland
until December 31, 1999 or any earlier date on which the Company has secured
500,000 initial subscribers to its DTH service in Poland. The Company's
agreement with Philips provides that after such period the Company may license
one or two suppliers of IRDs in addition to Philips and Philips shall license
its CryptoWorks7 technology to such additional suppliers for the Polish market.
Although the agreement with Philips provides a means by which the Company could
obtain a second and third supplier for all or part of its future requirements
for DTH reception systems, there can be no assurance that the Company will be
able to secure such additional suppliers.
The failure of Philips to deliver DTH reception systems on schedule, or at
all, would delay or interrupt the development and operation of the Company's
DTH service and thereby could have a material adverse effect on the Company's
business, financial condition and results of operations.
The Company's agreement with Philips provides for full distribution,
installation and servicing through more than 1,200 Philips authorized
electronics retailers located throughout Poland. Philips has agreed to
distribute a complete subscription package, comprising the DTH reception
system, as well as the necessary installation and support services through
Philips' retail network in Poland, and will therefore be the primary point of
contact for subscribers to the Company's DTH service. Failure by Philips'
retail network to provide the desired levels of service, quality and expertise
(which are outside the control of the Company) could have a material adverse
impact on the Company's operations and financial condition.
Piracy
The delivery of subscription programming requires the use of encryption
technology to prevent signal theft or "piracy." Historically, piracy in the
cable television and European A-DTH industries has been widely reported. The
Company's IRDs incorporate Philips' CryptoWorks(R) proprietary encryption
technology as part of its conditional access system. These IRDs use smartcard
technology, making it possible to change the conditional access system in the
event of a security breach either through over-the-air methods such as issuing
new electronic decryption "keys" over-the-air as part of the Company's regular
DTH broadcasts or by issuing new smartcards. To the Company's knowledge, there
has not been a breach of CryptoWorks(R) since its introduction in Malaysia in
1996. To the extent a breach occurs, the Company will take countermeasures,
including over-the-air measures and, if necessary, the replacement of
smartcards. Although the Company expects its conditional access system,
subscriber management system and smartcard system to adequately prevent
unauthorized access to programming, there can be no assurance that the
encryption technology to be utilized in connection with the Company's DTH
system will remain effective. If the encryption technology is compromised in a
manner which is not promptly corrected, the Company's revenue and its ability
to contract or maintain contracts for programming services from unrelated third
parties would be adversely affected.
F-120
<PAGE>
@ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1996, 1997 and 1998
19. Concentrations of Business and Credit Risk (continued)
Use of TPSA Conduits
The Company's ability to build out its existing cable television networks
and to integrate acquired systems into its cable television networks depends
on, among other things, the Company's continued ability to design and obtain
access to network routes, and to secure other construction resources, all at
reasonable costs and on satisfactory terms and conditions. Many of such factors
are beyond the control of the Company. In addition, at December 31, 1998,
approximately 56.5% of the Company's cable plant had been constructed utilizing
pre-existing conduits of TPSA. A substantial portion of the Company's contracts
with TPSA for the use of such conduits permits termination by TPSA without
penalty at any time either immediately upon the occurrence of certain
conditions or upon provision of three to six months' notice without cause.
Limited Insurance Coverage
While the Company carries general liability insurance on its properties,
like many other operators of cable television systems it does not insure the
underground portion of its cable television networks. Due to the high cost of
insurance policies relating to satellite operations, the Company does not
insure against possible interruption of access to the transponders leased by it
for satellite transmission of its broadcasting. Accordingly, any catastrophe
affecting a significant portion of the Company's cable television networks or
disrupting its access to its leased satellite transponders could result in
substantial uninsured losses and could have a material adverse effect on the
Company.
Year 2000
The Company's cable television, DTH and programming operations are
dependent upon computer systems and other technological devices with imbedded
microprocessor chips that are intended to utilize dates and process data beyond
December 31, 1999. In January 1997, the Company developed a plan to address the
impact that potential year 2000 problems may have on Company operations and to
implement necessary changes to address such problems (the "Y2K Plan"). During
the course of the development of its Y2K Plan, the Company has identified
certain critical operations, which need to be year 2000 compliant for the
Company to operate effectively. These critical operations include accounting
and billing systems, customer service and service delivery systems, and field
and headend devices.
Largely as a result of its high rate of growth over the past few years, the
Company has entered into an agreement to purchase a new system to replace its
current accounting system and an agreement to purchase specialized billing
software for the Company's new customer service and billing center. The vendors
of the new accounting system and of the billing software have confirmed to the
Company that these products are year 2000 compliant. The Company has completed
the testing phase of the new accounting system, and the implementation phase
was substantially completed at the end of 1998. The Company has implemented the
new billing software for DTH subscribers and expects implementation of the
billing software to be completed for the majority of its cable subscribers by
the end of 1999.
The Company believes that its most significant year 2000 risk is its
dependency upon third party programming, software, services and equipment,
because the Company does not have the ability to control third parties in their
assessment and remediation procedures for potential year 2000 problems. Should
these parties not be prepared for year 2000 conversion, their products or
services may fail and may cause interruptions in, or limitations upon, the
Company's provision of the full range of its DTH and/or cable service to its
customers. In an effort to prevent any such interruptions or limitations, the
Company is
F-121
<PAGE>
@ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1996, 1997 and 1998
19. Concentrations of Business and Credit Risk (continued)
in the process of communicating with each of its material third party suppliers
of programming, software, services and equipment to determine the status of
their year 2000 compliance programs. The Company expects to complete this
process by September 30, 1999, and it anticipates that all phases of its Y2K
Plan will be completed by December 31, 1999.
The Company has not yet developed a contingency plan to address the
situation that may result if the Company or its third party suppliers are
unable to achieve year 2000 compliance with regard to any products or services
utilized in the Company's operations. The Company does not intend to decide on
the development of such a contingency until it has gathered all of the relevant
Year 2000 compliance data from its third party suppliers.
The Company has not yet determined the full cost of its Y2K Plan and its
related impact on the financial condition of the Company. The Company has to
date not incurred any replacement or remediation costs for equipment or systems
as a result of year 2000 non-compliance. Rather, due to the rapid growth and
development of its cable system and its DTH service, the Company had made
substantial capital investments in equipment and systems for reasons other than
year 2000 concerns. The total cost of the Company's new accounting system and
billing software package is estimated to be approximately $2,400,000.
The Company believes that any year 2000 compliance issues it may face can
be remedied without a material financial impact on the Company, but no
assurance can be made in this regard until all of the data has been gathered
from the Company's third party suppliers. At this date the Company cannot
predict the financial impact on its operations if year 2000 problems are caused
by products or services supplied to the Company by such third parties.
Credit Worthiness
All of the Company's customers are located in Poland. As is typical in this
industry, no single customer accounted for more than five percent of the
Company's sales in 1997 or 1998. The Company estimates an allowance for
doubtful accounts based on the credit worthiness of its customers as well as
general economic conditions. Consequently, an adverse change in those factors
could effect the Company's estimate of its bad debts.
20. Subsequent Events
Units Offering
On January 22, 1999, the Company sold 256,800 Units to two initial
purchasers pursuant to a purchase agreement, each Unit consisting of $1,000
principal amount at maturity of 14 1/2% Senior Discount Notes due 2009 and four
warrants, each initially entitling the holder thereof to purchase 1.7656 shares
of common stock, par value $0.01 per share at an exercise price of $9.125 per
share, subject to adjustment.
The Notes were issued at a discount to their aggregate principal amount at
maturity and, together with the Warrants generated gross proceeds to the
Company of approximately $100,003,000 of which $92,551,000 has been allocated
to the initial accreted value of the notes and approximately $7,452,000 has
been allocated to the Warrants. The portion of the proceeds that is allocable
to the Warrants will be accounted for as part of paid-in capital. The
allocation was made based on the relative fair values of the
F-122
<PAGE>
@ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1996, 1997 and 1998
20. Subsequent Events (continued)
two securities at the time of issuance. Net proceeds to the Company after
deducting initial purchasers' discount and offering expenses were approximately
$96,000,000.
The Notes are unsubordinated and unsecured obligations. Cash interest on
the Notes will not accrue prior to February 1, 2004. Thereafter cash interest
will accrue at a rate of 14.5% per annum and will be payable semiannually in
arrears on August 1 of each year and February 1 of each year, commencing August
1, 2004. The notes will mature on February 1, 2009. At any time prior to
February 1, 2002, the Company may redeem up to a maximum of 35% of the
originally issued aggregate principal amount at maturity of the notes at a
redemption price equal to 117.5% of the accreted value thereof at the
redemption date, plus accrued and unpaid interest, if any, to the date of
redemption with some or all of the net cash proceeds of one or more public
equity offerings; provided, however, that not less than 65% of the originally
issued aggregate principal amount at maturity of the notes remains outstanding
immediately after giving effect to such redemption.
The Warrants initially entitle the holders thereof to purchase 1,813,665
shares of Common Stock, representing, in the aggregate, approximately 5% of the
outstanding Common Stock on a fully-diluted basis (using the treasury stock
method) immediately after giving effect to the offering and Preference
Offering. The Warrants are exercisable at any time and will expire on February
1, 2009.
Pursuant to the Indenture governing the Notes, 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
issuance and sales of capital stock of restricted subsidiaries; (iv) limitation
on transactions with affiliates; (v) limitation on liens; (vi) limitation on
issuance of guarantees of indebtedness by restricted subsidiaries; (vii)
purchase of Notes upon a change of control; (viii) limitation on sale of
assets; (ix) limitation on dividends and other payment restrictions affecting
restricted subsidiaries; (x) limitation on investments in unrestricted
subsidiaries; (xi) limitation on lines of business; and (xii) consolidations,
mergers and sales of assets. The Company is in compliance with these covenants.
Costs associated with the notes offering of approximately $3,875,000,
including the initial purchasers' discount will be capitalized and amortized
over the term of the Notes.
Also on January 22, 1999 @Entertainment sold Series A 12% Cumulative
Preference Shares and Series B 12% Cumulative Preference Shares (collectively,
the "Cumulative Preference Shares") and warrants (each a "Preference Warrant")
for total gross proceeds of $50 million (before deducting commissions and
offering costs of approximately $1.8 million). Dividends (whether or not earned
or declared) will cumulate on a daily basis from the original issue date and
will be payable semi-annually in arrears on March 31, and September 30 of each
year, commencing on March 31, 1999 (each a "Dividend Payment Date") to holders
of record on the fifteenth day immediately preceding the relevant Dividend
Payment Date. The Company at its option may, but shall not be required to,
redeem in US Dollars for cash the Cumulative Preference Shares, including any
Series B Cumulative Preference Shares, at any time on or after March 31, 2000,
in whole or in part, at the redemption price of 112% of the sum of (i) the
Initial Liquidation Preference ($50 million in the aggregate) and (ii)
accumulated and unpaid dividends, if any, to the date of redemption. On January
30, 2010, the Company will be required (subject to contractual and other
restrictions on the ability to redeem capital stock) to redeem all outstanding
Cumulative Preference Shares, including any Series B Cumulative Preference
Shares, at a price in US Dollars equal to the Initial Liquidation Preference
thereof plus all accumulated and unpaid dividends thereon (if any) to the date
of redemption. The Company will not be required to make sinking fund payments
with respect to
F-123
<PAGE>
@ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1996, 1997 and 1998
20. Subsequent Events (continued)
the Cumulative Preference Shares. The Preference Warrants initially entitle the
holders thereof to purchase an aggregate of 5.5 million shares of Common Stock
at an exercise price of $10.00 per share. The preferred shares will be
classified outside of stockholders' equity.
Series C Notes Offering
On January 20, 1999, the Company sold $36,001,321 aggregate principal
amount at maturity of its Series C Notes due 2008. The Series C Notes are
senior unsecured obligations of the Company ranking pari passu in right of
payment with all other existing and future unsubordinated obligations of the
Company. The Series C Notes were issued at a discount to their aggregate
principal amount at maturity and generated gross proceeds to the Company of
approximately $9.8 million. Net proceeds to the Company after deducting the
initial purchaser's discount and offering expenses were approximately $9.4
million. The original issue discount will accrete from January 20, 1999 until
the stated maturity of the Series C Notes on July 15, 2008. In addition, cash
interest on the Series C Notes will accrue from July 15, 2004 at a rate of 7.0%
per annum on the principal amount at maturity, and will be payable semiannually
in arrears on July 15 and January 15 of each year commencing January 15, 2005.
Prior to July 15, 2004 there will be no accrual of cash interest on the Series
C Notes. The Series C Notes will mature on July 15, 2008.
Pursuant to the Series C 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 issuance 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 restricted subsidiaries; (vii) purchase of Notes upon a change
of control; (viii) limitation on sale of assets; (ix) limitation on dividends
and other payment restrictions affecting restricted subsidiaries; (x)
limitation on investments in unrestricted subsidiaries; (xi) limitation on
lines of business; and (xii) consolidations, mergers and sales of assets. The
Company is in compliance with these covenents.
21. Subsequent Events (unaudited)
D-DTH Reception Systems
On April 1, 1999, the Company began selling digital direct-to-home ("D-
DTH") reception systems to customers. Prior to April 1, 1999, the systems were
leased to customers, classified as fixed assets and depreciated over 5 years.
Due to this change, the Company now classifies reception systems as inventory.
In the three months ended June 30, 1999 the Company wrote down the value of all
reception systems acquired in the three months ended June 30, 1999 and held
unsold prior to April 1, 1999 to the net realizable value. The effect of the
change was to increase operating loss by approximately $22,218,000 or $0.67 per
share for the three and six months ended June 30, 1999.
Warrant Exercises
In June 1999, certain holders of warrants exercised their right to purchase
shares of common stock of the Company. The warrant holders exercised a total of
87,940 warrants of which 64,200 related to the 14 1/2% Senior Discount Notes
due 2009 and 23,740 related to the 14 1/2% Senior Discount Notes due 2008. The
Company issued 156,320 shares of common stock for total cash proceeds of
$1,601,000.
F-124
<PAGE>
@ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1996, 1997 and 1998
21. Subsequent Events (unaudited) (continued)
In July and August 1999, certain warrant holders exercised their right to
purchase shares of common stock of the Company. The warrant holders exercised a
total of 203,800 and 7,600 warrants issued with the 14 1/2% Senior Discount
Notes due 2008 and 14 1/2% Senior Discount Notes due 2009, respectively. In
connection with the exercise of these warrants, the Company issued 382,296
shares of common stock for total cash proceeds of approximately $4,992,000.
Consumption of Tender Offer and Merger
On June 2, 1999, the Company 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 the Company in an all cash
transaction valuing the Company'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, and Bison was
merged into the Company on August 9, 1999. Upon the completion of the merger,
each share of the Company's common stock and preferred stock then issued and
outstanding was canceled, and the Company became a wholly owned subsidiary of
UPC.
Exchange Offerings
The Company filed a registration statement on Form S-4 with the SEC in
connection with an offer to exchange the 14 1/2% Senior Discount Notes for 14
1/2% Series B Senior Discount Notes due 2009 (the "Exchange Notes"). The
registration statement was declared effective on May 13, 1999. The Warrants and
shares of common stock underlying the Warrants issued in the Units offering
were registered on a registration statement on Form S-3. This registration
statement was declared effective on July 2, 1999.
The Series A 12% Cumulative Redeemable Preference Shares, the Series A 12%
Cumulative Redeemable Preference Shares, and the Preference Warrants issued in
the Preference offering were registered on a registration statement on Form S-
3. This registration statement was declared effective on July 2, 1999.
Programming, Broadcast and Exhibition Rights
The Company has entered into long-term programming agreements and
agreements for the purchase of certain exhibition or broadcast rights with a
number of third party content providers for its digital direct-to-home ("D-
DTH") and cable systems. The agreements have terms which range from one to
seven years and require that the license fees be paid either at a fixed amount
payable at the time of execution or based upon a guaranteed minimum number of
subscribers connected to the system each month. At June 30, 1999, the Company
had an aggregate minimum commitment in relation to these agreements of
approximately $202,024,000 over the next seven years, approximating $29,872,000
for the remainder of 1999, $35,356,000 in 2000, $38,453,000 in 2001,
$40,589,000 in 2002, $29,218,000 in 2003 and $28,536,000 in 2004 and
thereafter.
Purchase Commitments
As of June 30, 1999, the Company had an aggregate minimum commitment toward
the purchase of the D-DTH reception systems from Philips Business Electronics
B.V. ("Philips") of approximately $87,730,000 by June 30, 2000.
F-125
<PAGE>
@ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1996, 1997 and 1998
21. Subsequent Events (unaudited) (continued)
Acquisitions
On February 25, 1999, @Entertainment purchased for approximately $1.8
million a 30% interest in Mozowiecki Klub Sporting Sportowa S.A., a joint stock
company which owns Hoop Pekoes Pruszkow, a Polish basketball team. In
connection with this acquisition @Entertainment has agreed to act as a sponser
for Hoop Pekaes Pruskow.
On March 31, 1999 a subsidiary of PCI purchased certain cable television
system assets for an aggregate consideration of approximately $509,000. The
acquisition was accounted for using the purchase method. Whereby the purchase
price was allocated among the fixed assets acquired based on their fair value
on the date of acquisition and any access to goodwill. The purchase price
exceeded fair value of the assets acquired by approximately $108,000.
Subsequent to June 30, 1999, a subsidiary of the Company entered into an
agreement to acquire 100% of a cable television system for a total
consideration of approximately $7,330,000. The consummation of this transaction
is subject to Polish Ministry of Telecommunications approval. The acquisition
will be accounted for under the purchase method where the purchase price will
be allocated to the underlying assets and liabilities based upon their
estimated fair values and any excess to goodwill. The acquisition is not
expected to have a material effect on the Company's results of operations in
1999.
Subsequent to June 30, 1999, a subsidiary of the Company purchased all of
the assets and subscriber lists of a cable television system for a total
consideration of approximately $2,800,000. The purchase will be accounted for
under the purchase method where the purchase price will be allocated to the
underlying assets based upon their estimated fair values and any excess to
goodwill.
PCBV Minority Stockholders' Claim
On or about July 8, 1999, five minority shareholders (the "minority
shareholders") of Poland Cablevision (Netherlands) B.V. ("PCBV"), an indirect
subsidiary of @Entertainment, filed a lawsuit, Civil Action No. C2-99-621,
against @Entertainment, Poland Communications, Inc. ("PCI"), Advent Capital
Corporation, Chase Enterprises, Inc., Chase International Corporation, Goldman,
Sachs & Co., UPC, Cheryl Chase, and Arnold Chase, in the United States District
Court, for the Southern District of Ohio, Eastern Division.
The relief sought by the minority shareholders includes: (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 can liquidate their shares in PCBV, (3) damages in the amount of
1.7 percent of the anticipated payment 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; and such other relief as the Court deems just and proper.
The amended complaint sets 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 prohibiting any shareholders of PCBV from having
any direct or indirect interest in any aspect of the cable television business
in Poland, as a result of
F-126
<PAGE>
@ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1996, 1997 and 1998
21. Subsequent Events (unaudited) (continued)
@Entertainment's and PCI's cable and D-DTH operations in Poland, (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, by causing
PCBV to enter into certain management and service agreements that were
allegedly not commercially reasonable and/or were not approved by certain
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, by failing to provide the minority
shareholders with the right to participate in or with written notice of offers
to purchase, (4) breached their fiduciary duty to the minority shareholders by
failing to provide them with written notice of any offers to purchase PCBV's
stock and with timely information and periodic reports about the financial
condition or business or operating results of PCBV, (5) breached the agreement
between PCBV and CIC, which allegedly limited the amount of management fees
that could be paid annually by PCBV to CIC to $250,000, by causing PCBV to
enter into management agreements with other subsidiaries of PCI calling for
payment of annual management fees in excess of $250,000, (6) made false and
misleading statements in (a) PCI's offering memorandum by referring to
negotiations between PCI and the minority shareholders and to PCI's alleged
offer to purchase their outstanding shares in PCBV, which negotiations and
offer allegedly never transpired, (b) @Entertainment's offering memoranda by
indicating that PCI agreed to share the profits of its subsidiaries with the
minority shareholders on a pro rata basis and to purchase their outstanding
shares in PCBV, which agreements allegedly were never made and which
negotiations allegedly never occurred, and (c) @Entertainment's Forms 10-K by
referring to a supplemental agreement under which PCI agreed to share the
profits of entities in which it has a direct or indirect ownership interest
with the minority shareholders on a pro rata basis and under which PCI agreed
to share 7.7 percent of the profits from competing endeavors with the minority
shareholders, which supplemental agreement allegedly was never made; (7)
colluding to defraud the minority shareholders by failing to make reference in
certain Forms 8-K, 8-K/A and 14D-1 to the minority shareholders or their
alleged rights and claims, and (8) colluding to divert assets of PCBV to
affiliates of PCI and PCBV, including @Entertainment, that allegedly compete
with PCI and PCBV by falling to make reference in certain Forms 8-K, 8-K/A and
14D-1 to the minority shareholders or their alleged rights and claims and by
falling to provide any information to the minority shareholders so that they
could value their rights and claims.
The Company intends to defend the lawsuit vigorously. The Company has also
conducted negotiations to purchase the minority shareholders' outstanding
shares in PCBV. If the negotiations produce a sale by the minority shareholders
of their shares in PCBV to the Company, the lawsuit would most likely be
terminated. The Company is unable to predict the outcome of those negotiations.
F-127
<PAGE>
INDEPENDENT AUDITORS' REPORT
Introduction
We have audited the consolidated balance sheets of A2000 Holding N.V.,
Eindhoven, The Netherlands, as of December 31, 1997 and 1998 and the related
consolidated statements of income and shareholders' equity and cash flows for
the years then ended. These financial statements are the responsibility of the
company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
Scope
We conducted our audit in accordance with auditing standards generally
accepted in The Netherlands, which are substantially the same as those
generally accepted in the United States of America. Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
Opinion
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of A2000 Holding N.V. as of
December 31, 1997 and 1998 and of the results of its operations and its cash
flows for the years then ended in accordance with accounting principles
generally accepted in The Netherlands.
Generally accepted accounting principles in The Netherlands vary in certain
significant respects from generally accepted accounting principles in the
United States. Application of generally accepted accounting principles in the
United States would have affected total assets, results of operations and
shareholders' equity as at and for the years ended December 31, 1997 and 1998
to the extent summarized in Note 21 to the consolidated financial statements.
Arthur Andersen
Amstelveen, The Netherlands,
March 9, 1999
F-128
<PAGE>
A2000 HOLDING N.V.
CONSOLIDATED BALANCE SHEETS
(Before allocation of net loss)
(Currency--Thousands of Dutch guilders)
<TABLE>
<CAPTION>
June 30,
1999 1998 1997
----------- ------- -------
(unaudited)
<S> <C> <C> <C>
ASSETS
Fixed Assets:
Intangible fixed assets..... 108,070 113,362 123,307
Tangible fixed assets....... 382,936 356,623 309,292
Financial fixed assets...... 1,094 325 325
-------- ------- -------
Total fixed assets...... 492,100 470,310 432,924
-------- ------- -------
Current Assets:
Inventory................... 21,343 15,932 9,496
Prepaid on inventory........ -- -- 2,980
-------- ------- -------
21,343 15,932 12,476
-------- ------- -------
Accounts receivable:
Trade..................... 23,646 19,484 20,194
Other receivables and
prepaid expenses......... 902 2,075 2,818
-------- ------- -------
24,548 21,559 23,012
-------- ------- -------
Securities.................. 218 218 218
Cash........................ 233 369 6,868
-------- ------- -------
Total current assets.... 46,342 38,078 42,574
-------- ------- -------
Total assets............ 538,442 508,388 475,498
======== ======= =======
SHAREHOLDERS' EQUITY AND
LIABILITIES
Shareholders' equity.......... (122,997) (86,248) (20,240)
-------- ------- -------
Provisions.................... 1,553 1,610 319
-------- ------- -------
Long-term loans............... 458,000 458,000 426,000
-------- ------- -------
Short-term liabilities:
Bank........................ 42,190 48,183 --
Suppliers................... 52,135 30,098 41,541
Shareholders................ 60,369 23,248 4,792
Affiliated companies........ 271 886 466
Taxes and social security
contributions.............. 7,743 5,907 2,436
Other debts and accrued
liabilities................ 39,178 26,704 20,184
-------- ------- -------
Total short-term
liabilities............ 201,886 135,026 69,419
-------- ------- -------
Total shareholders'
equity and
liabilities............ 538,442 508,388 475,498
======== ======= =======
</TABLE>
F-129
<PAGE>
A2000 HOLDING N.V.
CONSOLIDATED STATEMENT OF INCOME
(Currency--Thousands of Dutch guilders)
<TABLE>
<CAPTION>
June 30, June 30,
1999 1998 1998 1997
----------- ----------- ------- -------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Revenues.............................. 74,944 59,558 124,167 100,677
------- ------- ------- -------
Cost of operating expenses:
Wages and salaries.................. 16,165 13,844 29,290 21,205
Depreciation/amortization of
(in)tangible fixed assets.......... 32,436 32,801 73,254 49,478
Loss on disposal of assets.......... 483 27 85 1,443
Other operating expenses............ 43,020 32,013 64,312 46,222
------- ------- ------- -------
92,104 78,685 166,941 118,348
------- ------- ------- -------
Operating result.................. (17,160) (19,127) (42,774) (17,671)
------- ------- ------- -------
Financial income and expense:
Currency exchange gain/(loss)....... (5,134) (788) 1,100 (364)
Interest income..................... 362 426 674 523
Interest expense.................... (14,817) (10,230) (25,021) (16,444)
------- ------- ------- -------
(19,589) (10,592) (23,247) (16,285)
------- ------- ------- -------
Result before credit from income
taxes............................ (36,749) (29,719) (66,021) (33,956)
------- ------- ------- -------
Credit from income taxes.............. 0 0 13 9,826
------- ------- ------- -------
Net loss.......................... (36,749) (29,719) (66,008) (24,130)
======= ======= ======= =======
</TABLE>
F-130
<PAGE>
A2000 HOLDING N.V.
CONSOLIDATED CASH FLOW STATEMENT
(Currency--Thousands of Dutch Guilders)
<TABLE>
<CAPTION>
June 30, June 30,
1999 1998 1998 1997
--------- --------- -------- --------
Unaudited Unaudited
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net loss............................. (36,749) (29,719) (66,008) (24,130)
------- ------- -------- --------
Depreciation of tangible fixed
assets.............................. 27,144 27,899 63,193 39,739
Amortization of intangible fixed
assets.............................. 5,292 4,902 10,061 9,739
Increase (decrease) provisions....... (57) 1,550 1,291 (10,425)
------- ------- -------- --------
32,379 34,351 74,545 39,053
------- ------- -------- --------
Increase inventory................... (5,411) (12,570) (3,456) (3,772)
Decrease (increase) in receivables... (2,989) (2,241) 1,453 (5,744
Increase in short-term liabilities
other than loans.................... 36,003 4,405 874 27,897
------- ------- -------- --------
Change in working capital.......... 27,603 (10,406) (1,129) 18,381
------- ------- -------- --------
Net cash from (used in) operating
activities........................ 23,233 (5,774) 7,408 33,304
------- ------- -------- --------
Cash flows from investing activities:
Additions to tangible fixed assets,
net................................. (53,457) (53,486) (110,524) (118,498)
Additions to intangible fixed
assets.............................. -- -- (116) (1,326)
Additions to financial fixed assets.. (769) -- -- --
------- ------- -------- --------
Net cash used in investing
activities........................ (54,226) (53,486) (110,640) (119,824)
------- ------- -------- --------
Cash flows from financing activities:
Proceeds from long-term loans........ -- 43,000 32,000 60,000
Proceeds from short-term loans....... 30,857 9,602 64,733 --
------- ------- -------- --------
Net cash from financing
activities........................ 30,857 52,602 96,733 60,000
------- ------- -------- --------
Net decrease in cash............... (136) (6,658) (6,499) (26,520)
======= ======= ======== ========
Supplemental cash flow disclosures:
Cash paid for interest............... (9,777) (11,076) (23,635) (18,701)
Cash received for interest........... -- -- -- --
</TABLE>
F-131
<PAGE>
A2000 HOLDING N.V.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Currency--Thousands of Dutch Guilders)
1.General
(a) Activities
A2000 Holding N.V. ("the company"), having its legal seat in Eindhoven, is
engaged in the holding of subsidiaries. The subsidiaries are engaged in the
construction, maintenance and exploitation of cable related infrastructure with
the purpose of passing on radio-and television signals and to provide data and
telecommunication services.
(b) Shareholders
The company is equally owned by the following shareholders (50%:)
. MediaOne International B.V. ("MediaOne"), formerly US West International
B.V., legally seated in Eindhoven
.United Telekabel Holding N.V. ("UTH"), legally seated in Amsterdam
During 1998, the former direct shareholder United Pan-European
Communications B.V. ("UPC"), contributed its share in the company into UTH,
which is held for 51% by UPC at December 31, 1998.
(c) Parent Companies Related Transactions
The company is charged by the parent companies for services supplied and
interest. In 1998 UPC charged an amount of 2,187 for interest, salaries and
related costs for employees seconded to A2000. The charges from MediaOne in
1998 relate to interest and salaries of 2,206.
(d) Comparative Financial Statements
Certain reclassifications have been made to the December 31, 1997 financial
statements for comparative purposes.
(e) Interim Financial Statements
The interim financial statements as of June 30, 1999 and for the six months
ended June 30, 1998 and 1999 are unaudited. In management's opinion, the
unaudited financial statements as of June 30, 1999 and for the six months ended
June 30, 1998 and 1999 include all adjustments necessary for fair presentation.
Such adjustments were of a normal recurring nature.
(f) Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles require management to make estimates and
assumptions that effect amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reported period.
Actual results may differ from the estimates.
F-132
<PAGE>
A2000 HOLDING N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Currency--Thousands of Dutch Guilders)
2. Principles of Consolidation
All significant intercompany balances and transactions are eliminated in
consolidation. The consolidated financial statements include the financial
statements of the company and the following wholly owned subsidiaries, all
having their legal seat in Amsterdam:
. Kabeltelevisie Amsterdam B.V. ("KTA")
. A2000 Hilversum B.V.
3. Accounting Principles
(a) General
Assets and liabilities are stated at face value unless indicated otherwise.
Assets and liabilities denominated in foreign currencies are translated
into Dutch guilders at the yearend exchange rate. Transactions in foreign
currencies are translated at the exchange rate in effect at the time of the
transaction. The exchange results are recorded under financial income and
expense in the statement of income.
(b) Intangible Fixed Assets
Costs in connection with the financing are capitalized and amortized over
the duration of the underlying loan.
Costs in connection with the launch of new services are capitalized and
amortized on a straight-line basis over a period of 5 years.
The intangible fixed assets originating from the acquisition of the
Purmerend, Ouderkerk aan de Amstel and Hilversum networks represent the
difference of the acquisition cost and the purchase price of the tangible fixed
assets at the time of the acquisition.
The intangible fixed assets originating from the acquisition of KTA and the
cable networks of Zaanstaad and Landsmeer represent the difference of the net
asset value and the acquisition cost of the investment at the time of the
acquisition. The net asset value is determined taking the fair value of the
tangible fixed assets on the acquisition date into account.
The intangible fixed assets are amortized on a straight-line basis over a
period of 15 years.
(c) Tangible Fixed Assets
Tangible fixed assets are stated at the acquisition cost, less straight-
line depreciation. The depreciation is calculated on the basis of acquisition
cost less residual value and the estimated useful life of the related asset.
The estimated useful lives are:
<TABLE>
<S> <C>
Buildings........................................ 25 years
Networks......................................... 8-15 years
Other tangible fixed assets...................... 3-10 years
</TABLE>
F-133
<PAGE>
A2000 HOLDING N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Currency--Thousands of Dutch Guilders)
The acquisition cost of the tangible fixed assets of newly acquired
subsidiaries is based on the fair value of these tangible fixed assets at the
time of acquisition.
(d) Financial Fixed Assets
The investments in other subsidiaries are stated at acquisition cost or, in
case of permanent impairment of the value of the subsidiaries, at lower equity
value as determined on the basis of the financial statements of the
subsidiary.
Receivables are stated at face value, unless indicated otherwise.
(e) Inventory
Inventory is stated at the lower of (first-in, first-out) cost or market
value.
(f) Accounts Receivable
Accounts receivable are stated at face value, less an allowance for
possible uncollectable accounts.
(g) Securities
Securities are stated at the lower of purchase price or market value.
(h) Provisions
Provisions represent the present value of personnel reorganization
commitments (calculated at an interest rate of 7%) and a provision for
voluntary early retirement of certain employees of the company. The voluntary
early retirement provision is calculated by an independent actuary, using an
interest rate of 4%.
(i) Recognition of Income
Net sales are determined on the basis of the value (excluding taxes) of the
subscriptions, usage, signal deliveries and program suppliers invoiced.
Other revenues and expenses are recorded in the period in which they
originate.
(j) Recoverability of Tangible and Intangible Assets
The company evaluates the carrying value of all tangible and intangible
fixed assets whenever events or circumstances indicate the carrying value of
assets may exceed their recoverable amounts. An impairment loss is recognized
when the estimated future cash flows (undiscounted and without interest)
expected to result from the use of an asset are less than the carrying amount
of the asset. Measurement of an impairment loss is based on fair value of the
asset computed using discounted cash flows if the asset is expected to be held
and used. Measurement of an impairment loss for an asset held for sale would
be based on fair market value less estimated costs to sell.
F-134
<PAGE>
A2000 HOLDING N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Currency--Thousands of Dutch Guilders)
(k) Concentration of Credit Risk
Financial instruments which potentially subject the company to
concentrations of credit risk consist principally of trade receivables.
Concentrations of credit risk with respect to trade receivables are limited due
to the company's large number of customers and their dispersion across many
different countries in Europe.
(l) New United States Accounting Principles
The Financial Accounting Standards Board recently issued Statement of
Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information" ("SFAS 131"), which requires that a public
business enterprise report certain financial and descriptive information about
its reportable segments. The Company adopted SFAS 131 for the year ended
December 31, 1998.
In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-1 "Accounting for the Costs of Computer
Software Developed of Obtained for Internal Use" ("SOP 98-1"), which provides
guidance on accounting for the costs of computer software developed or obtained
for internal use. SOP 98-1 identifies the characteristics of internal-use
software and provides examples to assist in determining when computer software
is for internal use. SOP 98-1 is effective for financial statements for fiscal
years beginning after December 15, 1998, for projects in progress and
prospectively, with earlier application encouraged. The company has adopted the
principles of this statement in the accompanying financial statements as of
January 1, 1999. Reference is made to note 21, US GAAP reconciliation.
The Financial Accounting Standards Board 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 SFAS 133, accounting for changes in fair value of a derivative
depends on its intended use and designation. In June 1999, the FASB issued
Statement of Financial Accounting Standards No. 137, "Accounting for Derivative
Instruments and Hedging Activities--Deferral of the Effective Date of SFAS
133", ("SFAS 137"). SFAS 137 amends the effective date of SFAS 133 until fiscal
quarters of all fiscal years beginning after June 15, 2000. The company is
currently assessing the effect of this new standard.
4. Intangible Fixed Assets
The movement in intangible fixed assets is as follows:
<TABLE>
<CAPTION>
Book Value Book Value
January 1, 1998 Additions Amortization December 31, 1998
--------------- ----------- ------------ -----------------
<S> <C> <C> <C> <C>
Goodwill and licenses... 118,380 -- (9,284) 109,096
Financing Cost.......... 3,764 65 (462) 3,367
Start-up Cost........... 1,163 51 (315) 899
------- --- ------- -------
123,307 116 (10,061) 113,362
======= === ======= =======
<CAPTION>
Book Value Book Value
January 1, 1999 Additions Amortization June 30, 1999
--------------- ----------- ------------ -----------------
(unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C>
Goodwill and licenses... 109,096 -- (4,642) 104,454
Financing Cost.......... 3,367 -- (249) 3,118
Start-up Cost........... 899 -- (401) 498
------- --- ------- -------
113,362 -- (5,292) 108,070
======= === ======= =======
</TABLE>
F-135
<PAGE>
A2000 HOLDING N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Currency--Thousands of Dutch Guilders)
The composition of intangible fixed assets as of December 31, 1997 is as
follows:
<TABLE>
<CAPTION>
Historical Accumulated Book Value
Cost Amortization December 31, 1997
----------- ------------ -----------------
<S> <C> <C> <C>
Goodwill............................. 139,245 (20,865) 118,380
Financing Cost....................... 4,588 (824) 3,764
Start-up Cost........................ 1,163 -- 1,163
------- ------- -------
144,996 (21,689) 123,307
======= ======= =======
The composition of intangible fixed assets as of December 31, 1998 is as
follows:
<CAPTION>
Historical Accumulated Book Value June
Cost Amortization 30, 1998
----------- ------------ -----------------
<S> <C> <C> <C>
Goodwill............................. 139,245 (30,149) 109,096
Financing Cost....................... 4,653 (1,286) 3,367
Start-up Cost........................ 1,214 (315) 899
------- ------- -------
145,112 (31,750) 113,362
======= ======= =======
The composition of intangible fixed assets as of June 30, 1999 is as
follows:
<CAPTION>
Historical Accumulated Book Value
Cost Amortization June 30, 1999
----------- ------------ -----------------
(unaudited) (unaudited) (unaudited)
<S> <C> <C> <C>
Goodwill............................. 139,245 (34,791) 104,454
Financing Cost....................... 4,653 (1,535) 3,118
Start-up Cost........................ 1,214 (716) 498
------- ------- -------
145,112 (37,042) 108,070
======= ======= =======
</TABLE>
5. Tangible Fixed Assets
The movement in tangible fixed assets is as follows:
<TABLE>
<CAPTION>
Book Value
January 1, Reclassifi- Movement
1998 cations Additions in projects
---------- ----------- --------- -----------
<S> <C> <C> <C> <C>
Land and buildings............... 29,614 1,020 8,918 --
Networks......................... 253,451 622 99,710 --
Other tangible fixed assets...... 9,397 (1,642) 4,290 --
Tangible fixed assets under
construction.................... 16,830 -- -- 1,328
------- ------ ------- -----
309,292 -- 112,918 1,328
======= ====== ======= =====
</TABLE>
<TABLE>
<CAPTION>
Book Value
December 31,
Retirements Depreciation 1998
----------- ------------ ------------
<S> <C> <C> <C>
Land and buildings...................... (3,653) (2,220) 33,679
Networks................................ -- (57,099) 296,684
Other tangible fixed assets............. (69) (3,874) 8,102
Tangible fixed assets under
construction........................... -- -- 18,158
------ ------- -------
(3,722) (63,193) 356,623
====== ======= =======
</TABLE>
F-136
<PAGE>
A2000 HOLDING N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Currency--Thousands of Dutch Guilders)
<TABLE>
<CAPTION>
Book Value
January 1, Movement
1999 Reclassifications Additions in projects
---------- ----------------- ----------- -----------
(unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C> <C>
Land and buildings...... 33,679 -- 4,933 --
Networks................ 296,684 -- 26,762 --
Other tangible fixed
assets................. 8,102 -- 3,708 --
Tangible fixed assets
under construction..... 18,158 -- -- 18,537
------- ---- ------ ------
356,623 -- 35,403 18,537
======= ==== ====== ====== ===
</TABLE>
<TABLE>
<CAPTION>
Book Value
June 30,
Retirements Depreciation 1999
----------- ------------ ------------
(unaudited) (unaudited) (unaudited)
<S> <C> <C> <C>
Land and buildings...................... (583) (1,082) 37,047
Networks................................ -- (23,602) 299,844
Other tangible fixed assets............. -- (2,460) 9,350
Tangible fixed assets under
construction........................... -- -- 36,695
------- -------- -------
(583) (27,144) 382,936
======= ======== =======
The composition of tangible fixed assets as of December 31, 1997 is as
follows:
<CAPTION>
Book Value
Historical Accumulated December 31,
Cost Depreciation 1997
----------- ------------ ------------
<S> <C> <C> <C>
Land and buildings...................... 33,095 (3,481) 29,614
Networks................................ 325,296 (71,845) 253,451
Other tangible fixed assets............. 18,118 (8,721) 9,397
Tangible fixed assets under
construction........................... 16,830 -- 16,830
------- -------- -------
393,339 (84,047) 309,292
======= ======== =======
The composition of tangible fixed assets as of December 31, 1998 is as
follows:
<CAPTION>
Book Value
Historical Accumulated June 30,
Cost Depreciation 1998
----------- ------------ ------------
<S> <C> <C> <C>
Land and buildings...................... 37,504 (3,825) 33,679
Networks................................ 423,853 (127,169) 296,684
Other tangible fixed assets............. 21,866 (13,764) 8,102
Tangible fixed assets under
construction........................... 18,158 -- 18,158
------- -------- -------
501,381 (144,758) 356,623
======= ======== =======
</TABLE>
F-137
<PAGE>
A2000 HOLDING N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Currency--Thousands of Dutch Guilders)
The composition of tangible fixed assets as of June 30, 1999 is as follows:
<TABLE>
<CAPTION>
Book Value
Historical Accumulated June 30,
Cost Depreciation 1999
----------- ------------ -----------
(unaudited) (unaudited) (unaudited)
<S> <C> <C> <C>
Land and buildings...... 41,004 (3,957) 37,047
Networks................ 450,615 (150,771) 299,844
Other tangible fixed
assets................. 25,574 (16,224) 9,350
Tangible fixed assets
under construction..... 36,695 -- 36,695
------- -------- -------
553,888 (170,952) 382,936
======= ======== =======
</TABLE>
6. Financial Fixed Assets
The composition of financial fixed assets is as follows:
<TABLE>
<CAPTION>
December 31, June 30,
1998 1999
------------ -----------
(unaudited)
<S> <C> <C>
Investment in affiliated company....................... 65 119
Subordinated loan to affiliated company................ 260 975
--- -----
325 1,094
=== =====
</TABLE>
On August 15, 1996 the company acquired 25% in the share capital of Media
Groep West B.V., having its legal seat in Amsterdam, for an amount of 65.
At December 31, 1998 the equity value of the company's interest in Media
Groep West B.V. is lower than its acquisition cost. However, in the opinion of
management the value of the investment is not permanently impaired and
therefore the carrying value of the company's interest in Media Groep West B.V.
has not been written down to the lower equity value.
According to the provisions of the Dutch Civil Code the equity value and
net result for the year of Media Groep West B.V. are not disclosed.
The subordinated loan granted bears an interest of 7% per year and is
redeemable on August 15, 2006.
7. Accounts Receivable
Accounts receivable as presented under current assets mature within one
year. As of December 31, 1998 the amount trade receivable is after deduction of
an allowance for doubtful amounts of 11,081 (1997--10,042).
F-138
<PAGE>
A2000 HOLDING N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Currency--Thousands of Dutch Guilders)
The movement in the allowance for doubtful accounts is as follows:
<TABLE>
<CAPTION>
1998 1997
------ ------
<S> <C> <C>
Balance January 1................................................ 10,042 4,566
Charged to expense............................................... 3,962 5,476
Uncollectible balances written off............................... (2,923) --
------ ------
Balance December 31.............................................. 11,081 10,042
====== ======
</TABLE>
8. Securities
This relates to certificates in Stichting Vecaitex, having its legal seat
in Dordrecht and to certificates in the Amsterdam Arena in Amsterdam, The
Netherlands.
9. Cash
No restrictions on usage of cash exist. Cash has original maturities of
less than three months.
10. Shareholders' Equity
The movement in shareholders' equity is as follows:
<TABLE>
<CAPTION>
Issued and Additional
Paid-in Paid-in
Capital Capital
---------- ----------
<S> <C> <C>
Balance January 1, 1997................................... 200 26,000
Allocation of 1996 net loss............................... -- --
Net loss.................................................. -- --
--- ------
Balance January 1, 1998................................... 200 26,000
Allocation of 1997 net loss............................... --
Net loss.................................................. -- --
--- ------
Balance December 31, 1998................................. 200 26,000
Allocation of 1998 net loss (Unaudited)................... -- --
Net loss (Unaudited)...................................... -- --
--- ------
Balance June 30, 1999 (Unaudited)......................... 200 26,000
=== ======
</TABLE>
<TABLE>
<CAPTION>
Other
reserves Net
(deficit) Loss Total
--------- ------- --------
<S> <C> <C> <C>
Balance January 1, 1997........................... (7,623) (14,687) 3,890
Allocation of 1996 net loss....................... (14,687) 14,687 --
Net loss.......................................... -- (24,130) (24,130)
-------- ------- --------
Balance January 1, 1998........................... (22,310) (24,130) (20,240)
Allocation of 1997 net loss....................... (24,130) 24,130 --
Net loss.......................................... -- (66,008) (66,008)
-------- ------- --------
Balance December 31, 1998......................... (46,440) (66,008) (86,248)
Allocation of 1998 loss (Unaudited)............... (66,008) 66,008 --
Net loss (Unaudited).............................. -- (36,749) (36,749)
-------- ------- --------
Balance June 30, 1999 (Unaudited)................. (112,448) (36,749) (122,997)
======== ======= ========
</TABLE>
F-139
<PAGE>
A2000 HOLDING N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Currency--Thousands of Dutch Guilders)
11. Provisions
The movement in provisions is as follows:
<TABLE>
<CAPTION>
June 30,
1999 1998 1997
----------- ----- ----
(unaudited)
<S> <C> <C> <C>
Balance January 1...................................... 1,610 319 943
Addition............................................... -- 1,414 --
Release................................................ (57) (123) (624)
----- ----- ----
Balance................................................ 1,553 1,610 319
===== ===== ====
</TABLE>
12. Long-Term Loans
The company and its subsidiary KTA entered into a long-term loan agreement
with ABN AMRO BANK N.V. on February 16, 1996. The total facility amounts to
465,000. KTA's facility amounts to 375,000, consisting of 250,000 long-term
debt, 75,000 "construction loan facility' and 50,000 "working capital
facility'. The company's facility amounts to 90,000. The interest rate is
variable and based on Aibor + 0.75%.
A2000 Hilversum B.V. entered into a long-term loan agreement with ABN AMRO
BANK N.V. on October 16, 1996. The total facility amounts to 45,000, consisting
of 26,000 long-term loan, 17,000 "construction loan facility' and 2,000
"working capital facility'. The interest is variable and based on Aibor + 0.7%.
At June 30, 1999 these facilities have been used for an amount of
approximately 500,190 (1998 --506,183).
Long term liabilities at December 31, 1998 will be payable as follows:
<TABLE>
<CAPTION>
Year Loans
---- -------
<S> <C>
1999................................. --
2000................................. 27,000
2001................................. 52,500
2002................................. 54,500
2003................................. 100,000
thereafter........................... 224,000
-------
458,000
=======
</TABLE>
The company's facilities are secured by mortgages and pledges, including
pledges on KTA's and A2000 Hilversum's shares and their assets. The loan
agreement restricts the borrowers from incurring additional indebtedness,
subject to certain exceptions.
13. Short-term liabilities to shareholders
The shareholders granted to the company subordinated loans amounting to a
maximum of USD30,000. At December 31, 1998, the facility has been used for an
amount of USD8,750. The loans will be repaid to the shareholders after
completion of the refinancing. The interest rate is variable and based on Libor
+1%.
F-140
<PAGE>
A2000 HOLDING N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Currency--Thousands of Dutch Guilders)
14. Income taxes
The company and its Dutch fully owned subsidiaries constitute a fiscal
entity as of January 1, 1996. The tax loss carry-forwards of the fiscal entity
are available for an unlimited period of time to reduce future tax liabilities.
The company and its Dutch fully owned subsidiaries have a pre fiscal unity
tax loss carry-forwards available for an unlimited period of time to reduce
future tax liabilities. Currently, the actual tax loss carry-forward is not
known, given certain discussions with the tax authorities. Management is
convinced that the outcome will be favorable for the company. Given the
companys tax loss carry-forward position the provision for deferred taxes has
been released in 1997 to the statement of income.
The difference between the income tax benefit and the actual income tax
benefit are as follows:
<TABLE>
<CAPTION>
1998 1997
------- -------
<S> <C> <C>
"Expected" income tax benefit at the Dutch
statutory rate of 35%.................................. (23,103) (11,885)
Tax effect of permanent and other differences:
Change in valuation allowance......................... 18,038 6,925
Non-deductible expenses............................... 5,065 4,960
Release deferred tax.................................... -- (9,500)
Other................................................... (13) (326)
------- -------
Total income tax benefit.............................. (13) (9,826)
======= =======
</TABLE>
The net deferred tax liability of the Company consists of the following:
<TABLE>
<CAPTION>
1998 1997
------- -------
<S> <C> <C>
Deferred tax assets:
Tax net operating loss carryforward........................ 37,810 19,772
Valuation allowance........................................ (29,498) (10,272)
------- -------
Deferred tax assets, net of valuation Allowance.......... 8,312 9,500
------- -------
Deferred tax liabilities:..................................
Property, plant and equipment.............................. (8,312) (9,500)
------- -------
Deferred tax liabilities, net.............................. -- --
======= =======
</TABLE>
15. Commitments
(a) Rent and operating leases
Long-term commitments in connection with rent and lease agreements amount
to approximately 4,360 and terminate in 2007. The terms of the agreements call
for future minimum payments as of December 31, 1998 as follows:
<TABLE>
<S> <C>
1999................................... 1,546
2000................................... 1,352
2001................................... 621
2002................................... 178
thereafter............................. 661
-----
4,358
=====
</TABLE>
F-141
<PAGE>
A2000 HOLDING N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Currency--Thousands of Dutch Guilders)
(b) Purchase commitments
Purchase commitments outstanding as of December 31, 1998 amount to
approximately 3,200.
(c) Commitments to broadcasting companies
At the sale of the shares of KTA, the Municipality of Amsterdam stipulated
a yearly compensation of 3,700 payable by KTA to certain television-and radio
broadcasters. This amount is subject to yearly indexation based on the price
index of consumption. This commitment will expire in 2005.
(d) Interest hedges
In April 1997, A2000 bought an interest cap at 5.68% which matures in May
2002. The principal amount is 90,000. In April 1997, A2000 bought an interest
floor at 5.68% which matures in May 2002. The principal amount is 45,000.
As per May 18, 1998, company retains an interest swap which fixes a
principal amount of 250,000 at 5.72% interest per annum till February 18, 2002.
Since June 18, 1998, A2000 holds an interest swap, fixing a principal amount of
43,000 at 5.50% per annum till December 31, 2003.
The fair values of the financial instruments is based on market prices for
the same and similar issues. Carrying value is used when a market price is
unavailable. The fair value of the financial instruments approximates the
bookvalue.
16. Segment and Geographic Information
On December 31, 1998 the Company adopted Statement of Financial Accounting
Standards No. 131 "Disclosure about Segments of an Enterprise and Related
Information" ("SFAS 131"). The new rules establish revised standard for public
companies relating to the reporting of financial information about operating
segments. The adoption of SFAS 131 did not have a material effect on the
Company's consolidated financial statements but did affect the Company's
segment information disclosure.
Revenues are generated in The Netherlands. During 1997, the Company
introduced internet/data and telephony in several of its systems.
The key operating performance criteria used in this evaluation includes
revenue growth, operating income before depreciation and amortization
("Adjusted EBITDA"), and capital expenditures. The Company does not view
segment results below Adjusted EBITDA, therefore net interest expense, foreign
exchange gain (loss), share in results of affiliated companies, minority
interests in subsidiaries and income tax expense are not broken out by segment
below.
F-142
<PAGE>
A2000 HOLDING N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Currency--Thousands of Dutch Guilders)
The segmented revenue information is summarized as follows:
<TABLE>
<CAPTION>
For the Year
For the three months For the six months ended December
ended June 30, ended June 30, 31,
----------------------- ----------------------- ----------------
1999 1998 1999 1998 1998 1997
----------- ----------- ----------- ----------- ------- -------
(unaudited) (unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C> <C> <C>
Cable................... 27,705 26,522 54,447 54,291 106,160 96,406
Telephony............... 7,959 2,851 14,228 4,096 12,898 1,115
Internet................ 3,001 633 5,791 910 4,393 33
Other................... 300 124 478 261 716 3,123
------- ------- ------- ------- ------- -------
Total................. 38,965 30,130 74,944 59,558 124,167 100,677
======= ======= ======= ======= ======= =======
The segmented adjusted EBITDA information is summarized as follows:
<CAPTION>
For the Year
For the three months For the six months ended December
ended June 30, ended June 30, 31,
----------------------- ----------------------- ----------------
1999 1998 1999 1998 1998 1997
----------- ----------- ----------- ----------- ------- -------
(unaudited) (unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C> <C> <C>
Cable................... 8,603 11,648 23,217 22,480 45,213 28,180
Telephony............... (2,365) (3,102) (5,215) (6,607) (12,137) 583
Internet................ (1,634) (1,158) (3,204) (2,460) (3,312) (79)
Other................... 300 124 478 261 716 3,123
------- ------- ------- ------- ------- -------
Total................. 4,904 7,512 15,276 13,674 30,480 31,807
======= ======= ======= ======= ======= =======
Following is a reconciliation of Adjusted EBITDA to the Company's net loss
before income taxes:
<CAPTION>
For the Year
For the three months For the six months ended December
ended June 30, ended June 30, 31,
----------------------- ----------------------- ----------------
1999 1998 1999 1998 1998 1997
----------- ----------- ----------- ----------- ------- -------
(unaudited) (unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C> <C> <C>
Adjusted EBITDA......... 4,904 7,512 15,276 13,674 30,480 31,807
Depreciation and
amortization........... (17,981) (16,737) (32,436) (32,801) (73,254) (49,478)
------- ------- ------- ------- ------- -------
Operating result...... (13,077) (9,225) (17,160) (19,127) (42,774) (17,671)
------- ------- ------- ------- ------- -------
Interest income......... 259 71 362 426 674 523
Interest expense........ (7,689) (5,009) (14,817) (10,230) (25,021) (16,444)
Foreign exchange (loss)
gain and other
expense................ (2,152) (315) (5,134) (788) 1,100 (364)
------- ------- ------- ------- ------- -------
Net loss before income
taxes................ (22,659) (14,478) (36,749) (29,719) (66,021) (33,956)
======= ======= ======= ======= ======= =======
</TABLE>
17. Personnel
Labor cost is specified as follows:
<TABLE>
<CAPTION>
1998 1997
------ ------
<S> <C> <C>
Salaries and wages............................................... 23,900 19,561
Pension cost and early retirement................................ 2,308 691
Other social security contributions.............................. 3,082 953
------ ------
29,290 21,205
====== ======
</TABLE>
F-143
<PAGE>
A2000 HOLDING N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Currency--Thousands of Dutch Guilders)
The average number of (full-time) personnel during the year was 286
(1997 -- 247) employed in the following functional areas:
<TABLE>
<CAPTION>
Average Average
1998 1997
------- -------
<S> <C> <C>
Management...................................................... 2 2
Technical personnel............................................. 103 89
Supportive and administrative personnel......................... 95 99
Commercial personnel............................................ 86 57
--- ---
286 247
=== ===
</TABLE>
18. Depreciation/amortization of (in)tangible fixed assets:
The depreciation/amortization of (in)tangible fixed assets is specified as
follows:
<TABLE>
<CAPTION>
1998 1997
------ ------
<S> <C> <C>
Depreciation tangible fixed assets............................... 63,193 39,739
Amortization intangible fixed assets............................. 10,061 9,739
------ ------
73,254 49,478
====== ======
</TABLE>
19. Financial Income and Expense
The financial income and expense are specified as follows:
<TABLE>
<CAPTION>
June 30, June 30,
1999 1998 1998 1997
----------- ----------- ------- -------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Interest income:
Affiliated company.................. 19 9 18 27
Other............................... 343 417 656 496
------- ------- ------- -------
362 426 674 523
======= ======= ======= =======
Interest expense:
Shareholders........................ (1,264) -- (73) --
Other............................... (13,553) (10,230) (24,948) (16,444)
------- ------- ------- -------
(14,817) (10,230) (25,021) (16,444)
======= ======= ======= =======
</TABLE>
20. Financial situation
As a result of the investments in the new infrastructure and the start up
of new services the company has a negative cash flow and a negative equity. The
shareholders provided the company an USD30,000 loan facility of which USD8.750
was drawn on December 31, 1998. Based on the outcome of the negotiations of the
contract with the municipality of Amsterdam and others and the launch, on a
large scale, of digital set top boxes the company has further reassessed its
finance needs for the long term. Accordingly, the company has requested several
banks to put in a bridge loan before September 6, 1999, in order to allow the
company time to create a definite finance structure while maintaining normal
activities and finishing the upgrade of the network.
F-144
<PAGE>
A2000 HOLDING N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Currency--Thousands of Dutch Guilders)
One of the shareholders has confirmed that they will provide adequate
funding to the company and its subsidiaries. When required they will contribute
the necessary equity and/or funding and intend to continue operating the
company and its subsidiaries as a going concern, for the 18 months period
subsequent to December 31, 1998.
21. US GAAP RECONCILIATION
The accounting policies followed in preparation for the consolidated
financial statements differ in some respect to the generally accepted
accounting principles in the United States.
In 1998 and 1997 there were no material differences. The 1999 difference
with an effect on net loss, shareholders' equity and total assets results from
the following:
The American Institute of Certified Public Accountants recently issued
Statement of Position 98-5, "Reporting on the Costs of start-up Activities
("SOP 98-5"), which is required to be adopted by affected companies for fiscal
years beginning after December 15, 1998. SOP 98-5 defines start-up and
organization costs existing as of January 1, 1999 must be written-off and
accounted for as a cumulative effect of an accounting change.
The calculation of net loss, shareholders equity and total assets
substantially in accordance with US GAAP, is as follows:
<TABLE>
<CAPTION>
Unaudited
6 months
ended
June 30,
1999
---------
<S> <C>
Net loss under Dutch GAAP........................................... (36,749)
US GAAP adjustment:
Differences related to accounting for start-up cost, net............ (498)
---------
Net loss under US GAAP............................................ (37,247)
=========
<CAPTION>
Unaudited
6 months
ended
June 30,
1999
---------
<S> <C>
Total shareholders equity under Dutch GAAP.......................... (122,997)
US GAAP adjustment:
Differences related to accounting for start-up cost, net............ (498)
---------
Total shareholders equity under US GAAP........................... (123,495)
=========
Total assets under Dutch GAAP....................................... 538,442
US GAAP adjustment:
Differences related to accounting for start-up cost, net............ (498)
---------
Total assets under US GAAP........................................ 537,944
=========
</TABLE>
F-145
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders of Kabel Plus, a. s. and subsidiaries:
We have audited the accompanying consolidated balance sheets of Kabel Plus,
a. s. (a Czech joint stock company) and subsidiaries as of December 31, 1998
and 1997, and the related consolidated statements of operations, cash flows and
shareholders' equity for the years then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Kabel Plus, a. s. and
subsidiaries as of December 31, 1998 and 1997, and the results of their
operations and their cash flows for the years then ended in conformity with
generally accepted accounting principles in the United States.
ARTHUR ANDERSEN, s.r.o.
Prague, Czech Republic
June 18, 1999
Except for Note 15, as to which the date is
June 22, 1999
F-146
<PAGE>
KABEL PLUS, a. s. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 1998 AND DECEMBER 31, 1997
(Czech Crowns--Kc in Thousands)
<TABLE>
<CAPTION>
June 30, June 30,
1999 1998 1998 1997
----------- ---------- ----------- ----------
(unaudited) (unaudited)
ASSETS
<S> <C> <C> <C> <C>
Current assets
Cash and cash
equivalents.............. 61,106 84,139 148,409 258,428
Restricted cash........... 18,524 27,334 14,100 12,302
Accounts receivable, net
of allowances for
doubtful accounts of
243,253 (unaudited);
231,787; 237,640
(unaudited) and 225,976,
respectively............. 92,206 95,537 99,327 89,723
Inventory................. 122,049 115,912 123,969 115,503
Prepaid expenses.......... 15,097 20,896 19,810 22,145
Other current assets...... 4,396 7,414 2,153 4,410
---------- ---------- ---------- ----------
Total current assets.... 313,378 351,232 407,768 502,511
---------- ---------- ---------- ----------
Intangible assets, net of
accumulated amortization of
47,358; 44,253; 38,857 and
33,999, respectively....... 18,714 18,407 8,204 9,591
Property, plant and
equipment, net of
accumulated depreciation of
1,262,357 (unaudited);
1,127,078; 951,663
(unaudited) and 826,997,
respectively............... 2,888,620 3,005,067 3,124,018 3,197,853
Investments in affiliates... 25,264 25,264 73,909 78,446
---------- ---------- ---------- ----------
Total assets............ 3,245,976 3,399,970 3,613,899 3,788,401
========== ========== ========== ==========
Current liabilities
Accounts payable.......... 176,041 174,733 218,455 346,558
Accrued liabilities....... 32,903 71,719 78,324 55,092
Current portion of long
term bank debt........... 804,841 -- -- --
Short term bank debt...... -- -- 665,619 562,811
---------- ---------- ---------- ----------
Total current
liabilities............ 1,013,785 246,452 962,398 964,461
---------- ---------- ---------- ----------
Long term bank debt......... -- 784,686 -- --
Due to parent............... -- 879,153 3,190,504 2,977,222
---------- ---------- ---------- ----------
Total liabilities....... 1,013,785 1,910,291 4,152,902 3,941,683
---------- ---------- ---------- ----------
Share capital consisting as
of June 30, 1999 of 15,052
shares per Kc 100 and 2,300
shares per Kc 1,000, as of
December 31, 1998 of 15,052
shares per Kc 100 and 1,792
shares per Kc 1,000 and as
of June 30, 1998 and
December 31, 1997 of 15,052
shares per Kc 100 and 435
shares per Kc 1,000........ 3,805,200 3,297,200 1,940,200 1,940,200
Less: Receivables for
subscriptions.............. (3,700) (3,700) (3,700) (3,700)
Share premium and reserve
fund....................... 3,475,187 3,045,439 1,894,371 1,894,371
Other cumulative
comprehensive income
(loss)..................... (16,636) (12,200) 2,674 (1,988)
Accumulated deficit......... (5,027,860) (4,837,060) (4,372,548) (3,982,165)
---------- ---------- ---------- ----------
Total liabilities and
shareholders' equity... 3,245,976 3,399,970 3,613,899 3,788,401
========== ========== ========== ==========
</TABLE>
LIABILITIES AND SHAREHOLDERS' EQUITY
The accompanying notes are an integral part of these consolidated financial
statements
F-147
<PAGE>
KABEL PLUS, a. s. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
(Czech Crowns--Kc in Thousands)
<TABLE>
<CAPTION>
June 30, June 30,
1999 1998 1998 1997
----------- --------- ----------- ---------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Revenues........................ 439,754 770,382 393,451 641,721
-------- --------- -------- ---------
Operating costs and expenses:
Operating..................... 124,170 243,069 133,499 485,787
Services from MediaOne........ 35,120 69,505 26,856 34,645
General and administrative.... 197,063 398,939 213,545 262,457
Depreciation and
amortization................. 164,525 330,959 155,265 263,091
-------- --------- -------- ---------
520,878 1,042,472 529,165 1,045,980
-------- --------- -------- ---------
Loss from operations............ (81,124) (272,090) (135,714) (404,259)
-------- --------- -------- ---------
Other (income) expense:
Interest expense on
loan from parent............. 58,595 429,998 213,282 404,738
Other interest expense, net... 37,210 55,324 39,284 67,528
Foreign exchange (gains)
losses, net.................. (2,202) 2,975 (1,527) (63,418)
Other......................... 16,073 95,040 5,720 66,896
-------- --------- -------- ---------
Net loss before equity in net
income from affiliates......... (190,800) (855,427) (392,473) (880,003)
Equity in net income (loss) from
affiliates..................... -- 2,000 2,090 (1,383)
-------- --------- -------- ---------
Net loss........................ (190,800) (853,427) (390,383) (881,386)
======== ========= ======== =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-148
<PAGE>
KABEL PLUS, a. s. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
(Czech Crowns--Kc in thousands)
<TABLE>
<CAPTION>
June 30, June 30,
1999 1998 1998 1997
----------- -------- ----------- ----------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Cash flows from operating
activities:
Net loss....................... (190,800) (853,427) (390,383) (881,386)
Adjustments to reconcile net
loss to net cash used in
operating activities:
Depreciation and
amortization................ 164,525 330,959 155,265 263,091
Provision for doubtful
accounts.................... 11,466 5,811 11,664 67,044
Provision against financial
investments................. -- 51,182 -- --
(Income) loss from sales of
fixed assets................ 12,994 (698) (260) 973
Equity in net income of
affiliates.................. -- 2,000 2,090 1,382
Changes in working capital:
Increase in receivables,
prepaid expenses and other
assets, net............... (5,455) (13,789) (25,142) (100,325)
Decrease in accounts
payable and accrued
liabilities, net.......... (47,353) (155,198) (147,781) (43,474)
Accrued interest and currency
differences................. 54,159 398,319 252,566 429,099
-------- -------- -------- ----------
Net cash (used in)
operating activities.... (464) (234,841) (141,981) (263,596)
Cash flows from investing
activities:
Decrease in investments in
affiliates.................... -- -- (4,537) (8,172)
Purchases of property, plant
and equipment................. (73,564) (148,480) (65,761) (576,490)
Proceeds from sales of fixed
assets........................ 12,185 2,189 1,250 49,931
-------- -------- -------- ----------
Net cash (used in)
investing activities.... (61,379) (146,291) (69,048) (534,731)
Cash flows from financing
activities:
Proceeds from parent........... -- -- -- 160,953
Amounts drawn down from banks.. 30,000 221,875 102,808 562,811
Payments of long term debt..... -- -- -- (2,159,844)
Increase in share capital...... -- -- -- 417,000
Increase in share premium and
legal reserve fund............ -- -- -- 1,742,844
-------- -------- -------- ----------
Net cash provided by
financing activities.... 30,000 221,875 102,828 723,764
-------- -------- -------- ----------
Net increase in cash............. (31,843) (159,257) (108,221) (74,563)
Cash at beginning of year........ 111,473 270,730 270,730 345,293
-------- -------- -------- ----------
Cash at end of year.............. 79,630 111,473 162,509 270,730
======== ======== ======== ==========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-149
<PAGE>
KABEL PLUS, a. s. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
(Czech Crowns--Kc in Thousands)
<TABLE>
<CAPTION>
Share
Premium Other Total
Share Receivables for and Reserve Accumulated Comprehensive Comprehensive
Capital Subscriptions Fund Deficit Income Income
--------- --------------- ----------- ----------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balances, December 31,
1996................... 1,523,200 (3,700) 156,301 (3,100,779) -- --
Net loss................ -- -- -- (881,386) -- (881,386)
Cumulative translation
adjustment............. -- -- -- -- (1,988) (1,988)
---------
Total Comprehensive
income (loss).......... -- -- -- -- -- (883,374)
=========
Increase in share
capital................ 417,000 -- 1,742,844 -- --
Other................... -- -- (4,774) -- --
--------- ------ --------- ---------- -------
Balances, December 31,
1997................... 1,940,200 (3,700) 1,894,371 (3,982,165) (1,988)
========= ====== ========= ========== =======
Net loss................ -- -- -- (853,427) -- (853,427)
Cumulative translation
adjustment............. -- -- -- -- (10,212) (10,212)
---------
Total Comprehensive
income (loss).......... -- -- -- -- -- (863,639)
=========
Increase in share
capital................ 1,357,000 -- 1,149,600 -- --
Other................... -- -- 1,468 (1,468) --
--------- ------ --------- ---------- -------
Balances, December 31,
1998................... 3,297,200 (3,700) 3,045,439 (4,837,060) (12,200)
========= ====== ========= ========== =======
Balances, December 31,
1997................... 1,940,200 (3,700) 1,894,371 (3,982,165) (1,988)
========= ====== ========= ========== =======
Net loss (unaudited).... -- -- -- (390,383) -- (390,383)
Cumulative translation
adjustment
(unaudited)............ -- -- -- -- 4,662 4,662
---------
Total comprehensive
income (loss)
(unaudited)............ -- -- -- -- -- (385,721)
--------- ------ --------- ---------- ------- =========
Balances, June 30, 1998
(unaudited)............ 1,940,200 (3,700) 1,894,371 (4,372,548) 2,674
========= ====== ========= ========== =======
Balances, December 31,
1998................... 3,297,200 (3,700) 3,045,439 (4,837,060) (12,200)
========= ====== ========= ========== =======
Net loss (unaudited).... -- -- -- (190,800) -- (190,800)
Cumulative translation
adjustment
(unaudited)............ -- -- -- -- (4,436) (4,436)
---------
Total comprehensive
income (loss)
(unaudited)............ -- -- -- -- -- (195,236)
=========
Increase in share
capital................ 508,000 -- 429,748 -- --
--------- ------ --------- ---------- -------
Balances, June 30, 1999
(unaudited)............ 3,805,200 (3,700) 3,475,187 (5,027,860) (16,636)
========= ====== ========= ========== =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements
F-150
<PAGE>
KABEL PLUS, a.s. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
as of December 31, 1998 and 1997
(Czech Crowns--Kc in Thousands)
1. Organization and Operations
Kabel Plus, a. s. (the Company) is a joint stock company incorporated in
1990 under the laws of the Czech Republic. The Company was formed for the
purpose of establishing, constructing and operating cable television and
telephony networks, developing programming for, and broadcasting of, Kabel Plus
film channel in the territory of the Czech and Slovak Republics.
The shareholders of the Company as of June 30, 1999 and December 31, 1998
are as follows:
<TABLE>
<CAPTION>
June 30,
1999 December 31,
(unaudited) 1998
----------- ------------
<S> <C> <C>
MediaOne Czech Cable
Company (MCCC)............ 97.47% 97.09%
JUDr. Petr Siroky.......... 2.50% 2.88%
Other...................... 0.03% 0.03%
The following table summarizes the subsidiaries which make up the
consolidated group. The financial statements as of and for the six months
ended, June 30, 1999 (unaudited) and as of and for the year ended, December 31,
1998 of each subsidiary have been used in the preparation of these consolidated
financial statements. The structure of the consolidated group has not changed
since December 31, 1997.
<CAPTION>
Foreign subsidiaries Ownership
-------------------- -----------
<S> <C> <C>
Kabel Plus Banska Bystrica,
a. s. 100%
Kabel Plus Bratislava, a.
s......................... 100%
<CAPTION>
Czech subsidiaries
------------------
<S> <C> <C>
Kabel Plus Praha, a. s..... 100%
Kabel Plus Jizni Morava, a.
s......................... 100%
Kabel Plus Severni Morava,
a. s...................... 100%
Kabel Plus Stredni Morava,
a. s...................... 100%
Kabel Plus Vychodni Cechy,
a. s...................... 100%
Kabel Plus Severni Cechy,
a. s...................... 100%
Kabel Plus Ceske
Budejovice, a. s. 100%
Kabel Plus Tel, a. s....... 100%
Trade & Technology, a. s... 100%
Czech Link, s. r. o........ 50%
Sat Net, s. r. o........... 100%
</TABLE>
F-151
<PAGE>
KABEL PLUS, a. s. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(Continued)
as of December 31, 1998 and 1997
(Czech Crowns--Kc in Thousands)
2. Summary of Significant Accounting Policies
General Accounting Principles
The consolidated financial statements have been prepared from records
originating and maintained in the Czech and Slovak Republics, the countries in
which the Company and its subsidiaries are incorporated. The accounting
principles followed in these records are those required by Czech and Slovak
law. The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principles in the United States
of America (U.S. GAAP). They have been prepared by restating the Company's
local consolidated financial statements, as of and for the six months ended,
June 30, 1999 (unaudited) and 1998 (unaudited) and as of and for the years
ended, December 31, 1998 and 1997.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company
and all of its wholly and majority owned subsidiaries except for Kabel Plus
Rodina, Triton and BESY Praha (see Note 4). These companies are not included in
the consolidation due to the fact that their financial statements, taken
individually and/or in total, are not material to the consolidated group.
Companies owned more than 20% but less than 50% with the exception of Kabel
Plus Vychodni Slovensko a. s. (See Note 4) are accounted for using the equity
method.
All significant intercompany accounts and transactions have been
eliminated.
Estimates
The preparation of the consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the year.
Actual results could differ from those estimates.
Fair Value of Financial Instruments
Management believes that the carrying value of the Company's financial
instruments approximates fair value.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of trade receivables.
Concentrations of credit risks with respect to trade receivables are limited
due to the Company's large number of customers and their dispersion across the
Czech and Slovak Republics.
Statement of Cash Flows
The Company considers all highly liquid investments purchased with a
maturity of three months or less to be cash equivalents. Income taxes and
interest paid during the six months ended June 30, 1999 and 1998 and during
1998 and 1997 year are as follows:
<TABLE>
<CAPTION>
June 30, June 30,
1999 1998 1998 1997
----------- ------- ----------- ------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Income taxes............................. -- -- -- --
Interest................................. 40,204 112,823 21,875 18,547
</TABLE>
F-152
<PAGE>
KABEL PLUS, a. s. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(Continued)
as of December 31, 1998 and 1997
(Czech Crowns--Kc in Thousands)
Restricted Cash
Amounts of cash pledged as customs guarantees were classified as restricted
cash on the balance sheet.
Revenue Recognition
Subscription revenue is recognized monthly in accordance with contracts
signed with the cable TV and telephony subscribers. Installation revenue is
recognized in the period when the installation occurs. Telephony subscribers
are billed monthly in arrears based on usage.
Allowance for Doubtful Accounts
The allowance for doubtful accounts is based upon the Company's assessment
of probable loss related to overdue accounts receivable.
Intangible Assets, net
Intangible assets are primarily composed of licenses and are carried at
acquisition and related costs and amortized over five years.
Property, Plant and Equipment
Property, plant and equipment is stated at cost less accumulated
depreciation. Betterments and improvements on property, plant and equipment
are capitalized at cost. Repairs and maintenance are expensed as incurred.
Upon sale or retirement of property, plant and equipment, the cost and related
accumulated depreciation are eliminated from the accounts.
Depreciation is calculated using the straight-line method over the
following estimated useful lives:
<TABLE>
<CAPTION>
Years
-----
<S> <C>
Buildings.............................. 45
Machinery and equipment................ 8-15
Vehicles and furniture and fixtures.... 4-8
Cable Networks:
Stations including serial systems.... 8
Cable network equipment.............. 18-20
Primary and secondary network
equipment........................... 8
Tercial networks..................... 20
Software and other..................... 4
</TABLE>
Inventory
Inventory is stated at the lower of costs and market. Inventory costs have
been determined by the weighted average method. Costs of purchased inventory
include external costs and internal transit costs.
Taxes
Corporate income tax is calculated in accordance with the Czech and Slovak
tax regulations at a rate of 35% and 40%, respectively. Certain items of
income and expense are recognized in different periods for tax and financial
accounting purposes. The differences relate primarily to depreciation, bad
debt provision and obsolete inventory provision.
F-153
<PAGE>
KABEL PLUS, a. s. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(Continued)
as of December 31, 1998 and 1997
(Czech Crowns--Kc in Thousands)
See Note 9 for further discussion of taxes. Net tax operating losses can be
carried forward for seven and five years to offset taxable income in the Czech
and Slovak Republics, respectively.
Translation of Foreign Currency Transactions
Foreign currency transactions are recorded at the exchange rate in effect
on the date of the transaction. Assets and liabilities denominated in foreign
currencies at December 31, 1998 and 1997 are translated to Czech crowns at the
exchange rate in effect on that date. At June 30, 1999 and 1998 the assets and
liabilities denominated in foreign currencies are not restated at the exchange
rate in effect on that date, however, the impact on the financial statements of
not translating is immaterial.
Exchange rate differences arising on settlement of transactions or on
reporting foreign currency transactions at rates different from those at which
they were originally recorded are included in the statement of operations as
they occur.
Comprehensive Income
In 1998, the Company adopted Statement of Financial Accounting Standards
No. 130, "Reporting Comprehensive Income," (SFAS No. 130), which requires
companies to report all changes in equity during a period, except those
resulting from investment by owners and distribution to owners, in the
financial statement for the period in which they are recognized. The Company
has chosen to disclose Comprehensive Income, which encompasses net income
(loss) and foreign currency translation adjustments, in the Consolidated
Statement of Changes in Equity. Prior years have been restated to conform to
the SFAS No. 130 requirements.
New Accounting Principle
The Financial Accounting Standards Board recently issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities (SFAS No. 133)," which requires that companies recognize
all derivatives as either assets or liabilities in the balance sheet at fair
value. Under SFAS 133, accounting for changes in fair value of a derivative
depends on its intended use and designation. SFAS 133 is effective for fiscal
years beginning after June 15, 1999. The Company does not expect that the
adoption of SFAS 133 will have a material impact on the consolidated financial
statements of the Company since it does not hold derivative instruments.
F-154
<PAGE>
KABEL PLUS, a. s. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(Continued)
as of December 31, 1998 and 1997
(Czech Crowns--Kc in Thousands)
3. Property, Plant and Equipment
The composition of property, plant and equipment at June 30, 1999, December
31, 1998, June 30, 1998 and December 31, 1997 is as follows:
<TABLE>
<CAPTION>
Name June 30, 1999 1998 June 30, 1998 1997
---- ------------- ---------- ------------- ---------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Land....................... 13,640 13,643 13,662 13,670
Buildings and cable
networks.................. 2,500,058 2,501,419 2,478,717 2,415,584
Machinery and equipment.... 1,348,646 1,315,363 1,282,044 1,158,934
Other tangible assets...... 87,114 109,798 120,270 126,913
Construction in progress... 201,519 191,922 180,988 309,749
---------- ---------- --------- ---------
Total.................... 4,150,977 4,132,145 4,075,681 4,024,850
Accumulated depreciation... (1,262,357) (1,127,078) (951,663) (826,997)
---------- ---------- --------- ---------
Property, plant and
equipment, net............ 2,888,620 3,005,067 3,124,018 3,197,853
========== ========== ========= =========
</TABLE>
Amortization and depreciation expense for the six months ended June 30,
1999 and 1998 was Kc 164,525 (unaudited) and Kc 155,265 (unaudited),
respectively, and for 1998 and 1997 was Kc 330,959 and Kc 263,091,
respectively.
4. Investments
Investments by the Company, net, in other companies not included in the
consolidation as of June 30, 1999, December 31, 1998, June 30, 1998 and
December 31, 1997 are as follows:
<TABLE>
<CAPTION>
Name Ownership June 30, 1999 1998 June 30, 1998 1997
---- --------- ------------- ------- ------------- ------
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C>
Kabel Plus Vychodne
Slovensko a. s. ....... 48.00% 63,252 63,252 63,397 67,934
Kabel Plus Sport a. s... 40.00% 8,451 8,451 6,451 6,451
Genus TV, a. s.......... 40.75% 4,011 4,011 4,011 4,011
Other................... 50 50 50 50
Provision for diminution
in value............... (50,500) (50,500) -- --
------- ------- ------ ------
Total................. 25,264 25,264 73,909 78,446
======= ======= ====== ======
</TABLE>
The above is a list of companies where the Company holds more than, or
equal to a 20%
share of their basic capital. Kabel Plus Sport a. s. has been accounted for
using the equity method, as explained in Note 2. The remaining companies are
accounted for at cost for financial reporting purposes as their financial
statements, taken individually and/or in total, are not material to the
consolidated group.
Kabel Plus Vychodne Slovensko a. s. constructs and operates cable
television networks in Eastern Slovakia. In 1998 Kabel Plus recognized a 80%
provision for permanent diminution of its investment in Kabel Plus
Vychodne Slovensko a. s. due to lack of control over the company and resulting
low value of the investment.
Kabel Plus Sport, a. s. produces TV game show programs and sporting events.
Genus TV, a. s. was organized for the purpose of operating local studios.
F-155
<PAGE>
KABEL PLUS, a. s. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(Continued)
as of December 31, 1998 and 1997
(Czech Crowns--Kc in Thousands)
The major components (unaudited) of the equity method investee, Kabel Plus
Sport a. s., financial position and results of operations as of June 30, 1999,
December 31, 1998, June 30, 1998 and December 31, 1997 are as follows:
<TABLE>
<CAPTION>
June 30, 1999 1998 June 30, 1998 1997
------------- ------ ------------- ------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Property, plant and equipment...... 4,121 6,901 9,519 9,234
Total assets....................... 31,349 31,329 33,291 27,063
Total liabilities.................. 6,534 9,913 12,291 11,336
Equity............................. 24,815 21,194 21,000 15,587
Revenues........................... 27,567 52,274 24,181 48,344
Depreciation and amortization...... 3,190 5,927 3,335 8,415
Earnings before interest, taxes,
depreciation & amortization....... 6,858 12,656 5,463 4,365
Net income......................... 3,621 5,609 2,078 (3,214)
</TABLE>
5. Debt
On December 18, 1996, the Company entered into a revolving credit facility
in the amount of Kc 1,345,350 and an overdraft facility in the amount of Kc
134,535 with a group of banks. This arrangement was designed to subordinate the
existing loans with USWCC (see Note 6 for further information). The interest
rate on the revolving credit facility was PRIBOR (Prague Interbank Offer Rate)
plus 1% per annum. The interest rate on the overdraft facility was the rate as
advised by the bank or alternatively the average daily PRIBOR rate plus 1% per
annum. The due date on both facilities was December 1, 1998.
On November 30, 1998, the Company extended the above revolving credit
facility and overdraft facility for the same amounts as indicated above but at
different interest rates. The interest rate on the revolving credit facility is
PRIBOR plus 1.25% per annum. The interest rate on the overdraft facility is the
rate as advised by the bank or alternatively the average daily PRIBOR plus
1.25% per annum. As of the date of this report, the interest rate on the
overdraft facility was 10% per annum. The due date on both facilities is June
30, 2000.
These loan agreements include various covenants and restrictions with which
the Company must comply. Some of the major covenants pertain to the average
number of subscribers and earnings before interest, taxes, depreciation and
amortization. At March 31, 1999 (unaudited) and 1998 (unaudited) and December
31, 1998 and 1997, the Company was in compliance with all such covenants.
As of June 30, 1999 and December 31, 1998, the Company had drawn Kc 804,841
(unaudited) and Kc 774,840, respectively, of the revolving credit facility.
Interest accrued through June 30, 1999 and December 31, 1998 amounted to Kc
12,047 (unaudited) and Kc 5,869, respectively. As of June 30, 1999 (unaudited)
and December 31, 1998, there was no balance on the overdraft facility.
F-156
<PAGE>
KABEL PLUS, a. s. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(Continued)
as of December 31, 1998 and 1997
(Czech Crowns--Kc in Thousands)
6. Due to Parent
At June 30, 1999, December 31, 1998, June 30, 1998 and December 31, 1997,
the Company had the following outstanding debt with its parent, MediaOne Czech
Cable Company (MCCC), formerly US West Czech Cable Company (USWCCC):
<TABLE>
<CAPTION>
Amount in Amount in Amount in Amount in
Date of Interest Kc at Kc at Kc at Kc at
Facility Maturity Rate 6/30/99 12/31/98 6/30/98 12/31/97
------------ ---------- -------- ----------- --------- ----------- ---------
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
Kc 2,708,961 12/31/2011 13.5% -- 879,153 3,190,504 2,977,222
=== ======= ========= =========
</TABLE>
In December 1998, MCCC capitalized Kc 2,506,600 of its loan into equity
(see Note 7 for further information). The balance outstanding as of March 31,
1999 (unaudited) and December 31, 1998 consists of the interest accrued on the
original loan. These amounts of interest remain to be subject to further
interest charges at the same rate as the original loan of 13.5%. The
outstanding balance as of June 30, 1998 and December 31, 1997 of the facility
of 3,190,504 (unaudited) and Kc 2,977,222, respectively, included accrued
interest of Kc 683,904 (unaudited) and Kc 477,633, respectively.
7. Share Capital
At June 30, 1999 (unaudited) the Company's share capital consisted of
15,052 shares at Kc 100 per share and 2,300 shares at Kc 1,000 per share,
totalling Kc 3,805,200.
At December 31, 1998, the Company's share capital consisted of 15,052
shares at Kc 100 per share and 1,792 shares at Kc 1,000 per share, totaling Kc
3,297,200. Share capital of Kc 3,700 remains unpaid at June 30, 1999
(unaudited), December 31, 1998, June 30, 1998 (unaudited) and December 31, 1997
(37 shares at Kc 100 per share).
On December 30, 1998, MCCC increased the share capital of Kabel Plus, a. s.
by issuing 1,357 shares at Kc 1,000 per share. These shares were acquired by
MCCC through the conversion of its loan outstanding of Kc 2,506,600 (see Note
6). Out of this amount, Kc 1,357,000 was recorded to share capital and
1,149,600 was recorded to share premium.
At June 30, 1998 (unaudited) and at December 31, 1997, the Company's share
capital consisted of 15,052 shares at Kc 100 per share and 435 shares at Kc
1,000 per share, totaling Kc 1,940,200.
8. Reserve Fund
Czech regulations require joint stock companies to establish a reserve fund
for contingencies against future losses and other events. Contributions must be
a minimum of 20% of after-tax profit in the first year in which profits are
made and 5% of profit each year thereafter, until the fund reaches at least 20%
of capital. Approximately Kc 126,485 (unaudited), Kc 126,485, Kc 83,400
(unaudited) and Kc 83,400, respectively, in the statutory reserve fund is
included in share premium and reserve fund in the accompanying consolidated
balance sheet as of June 30, 1999, December 31, 1998, June 30, 1998 and
December 31, 1997.
9. Income Taxes
Czech and Slovak laws do not permit consolidated tax returns, therefore
income taxes are calculated on an individual company basis. The primary
differences between taxable loss and net accounting loss relate to the
recognition of depreciation, bad debt provision and provision for obsolete
inventory. In 1998
F-157
<PAGE>
KABEL PLUS, a. s. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(Continued)
as of December 31, 1998 and 1997
(Czech Crowns--Kc in Thousands)
and 1999, the corporate income tax rate for the Czech and Slovak Republics was
35% and 40%, respectively.
Taxable losses in the Czech and Slovak Republics may be carried forward up
to seven and five years, respectively, to reduce taxable income in future
years. At December 31, 1998, the Company had net operating loss carryforwards
for income tax purposes aggregating approximately Kc 2,625,419, which expire in
varying amounts through 2005. There is a plan for merger of the Czech wholly
owned subsidiaries into Kabel Plus, a. s. Under this plan, approximately Kc
537,000 of net operating loss carryforwards would be lost during the merger
process.
As the Company has incurred losses since inception, the Company has not
formally adopted the accounting for income taxes under the provisions of
Statement of Financial Accounting Standards No. 109 (SFAS 109) "Accounting for
Income Taxes". SFAS 109 requires recognition of deferred tax assets and
liabilities for the expected future income tax consequences of events which
have been included in the financial statements or tax returns. The
determination of deferred tax assets and liabilities under SFAS 109 is based on
the differences between the financial statement and tax bases of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse.
Had the Company adopted SFAS 109, deferred tax assets (before valuation
allowances) would have been approximately Kc 1,096,531 (unaudited), Kc
1,033,252, Kc 996,791 (unaudited) and Kc 910,426, respectively, as of June 30,
1999, December 31, 1998, June 30, 1998 and December 31, 1997. As realization of
deferred tax assets is dependent upon sufficient future taxable income during
the period that temporary differences and carryforwards are expected to be
available to reduce taxable income, Management would have elected to record a
valuation allowance for the entire amount of deferred tax assets. As a result,
Management believes net deferred tax assets would have been nil as of
June 30, 1999 and 1998 and December 31, 1998 and 1997. The most significant
deferred tax asset results from the Company's net operating loss carryforwards
for income tax purposes.
10. Transactions with Related Parties
The Company has a secondment agreement with MediaOne, in which MediaOne
provides certain personnel and other services to the Company. The agreement
requires the Company to reimburse MediaOne for one hundred percent of these
costs. For the six months ended June 30, 1999 and 1998 these costs were Kc
35,120 (unaudited) and Kc 26,856 (unaudited), respectively, and in 1998 and
1997, they were Kc 72,557 and Kc 87,128, respectively.
The Company also has certain loan agreements with MediaOne Czech Cable
Company as explained in Note 6.
11. Commitments and Contingencies
Property Swap
In 1996, Kabel Plus, a.s. entered into a letter of intent with United and
Philips Communications ("UPC") to swap certain of their cable properties in the
Czech and Slovak Republics in 1997. This transaction was terminated in the
first half of 1998 and there are currently no plans for a similar transaction.
Licenses
The Company has been granted three telephony licenses in the Czech Republic
and numerous cable television licenses throughout the Czech and Slovak
Republics. Some of the cable television licenses have
F-158
<PAGE>
KABEL PLUS, a. s. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(Continued)
as of December 31, 1998 and 1997
(Czech Crowns--Kc in Thousands)
provisions that require the Company to provide cable service to the residents
of the licensed areas within certain time frames. To date, the Company has been
able to meet its obligations resulting from these transactions.
Land and Building Dispute
During 1998, the former owners of the land and building located in Prague
filed a lawsuit contesting ownership of the building and land by the Company.
In case that Kabel Plus, a. s. should lose this lawsuit it would have to pay
rent for the land retroactively since 1993.
Nortel Equipment
The Company purchased telephone equipment in 1995 designed to operate on a
certain frequency. The Czech Telecommunication Office changed in 1999 its
frequency plan, which does not allow the existing equipment to be used after
December 31, 1999. This would cause a loss to the Company of approximately Kc
25 million. Management is currently in negotiations with the Czech
Telecommunication Office to obtain an exception to the frequency plan for
another three years. Management believes that these negotiations will be
successful and as a result no adjustments to the accompanying financial
statements have been made.
Tax Legislation
The Czech and Slovak Republics currently have a number of laws related to
various taxes imposed by both federal and regional governmental authorities.
Applicable taxes include value added tax, corporate tax, and payroll (social)
taxes, together with others. In addition, laws related to these taxes have not
been in force for significant periods, in contrast to more developed market
economies; therefore, implementing regulations are often unclear or
nonexistent. Accordingly, few precedents with regard to issues have been
established. Often, differing opinions regarding legal interpretations exist
both among and within government ministries and organizations; thus, creating
uncertainties and areas of conflict. Tax declarations, together with other
legal compliance areas (as examples, customs and currency control matters) are
subject to review and investigation by a number of authorities, who are enabled
by law to impose extremely severe fines, penalties and interest charges. These
facts create tax risks in the Czech and Slovak Republics substantially more
significant than typically found in countries with more developed tax systems.
Management believes that it has adequately provided for tax liabilities in the
accompanying financial statements; however, the risk remains that relevant
authorities could take differing positions with regard to interpretive issues
and the effect could be significant.
Operating Leases
The Company has entered into leases for a variety of items, including
office space, automobiles, cable networks and various types of equipment.
As of December 31, 1998 the Company has future operating lease commitments
as follows:
<TABLE>
<CAPTION>
Year Amount
---- ------
<S> <C>
1999.................................. 9,742
2000.................................. 9,239
2001.................................. 9,077
2002.................................. 8,635
2003.................................. 8,363
2004.................................. 7,346
</TABLE>
F-159
<PAGE>
KABEL PLUS, a. s. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(Continued)
as of December 31, 1998 and 1997
(Czech Crowns--Kc in Thousands)
Year 2000 (unaudited)
The operations of the Company could be adversely affected by the Year 2000
problem as the Company significantly relies on information systems in its
business. As a result, management established and charged a project team with
the task of identifying potential problems arising from systems and products
unable to function as a result of the inability of many computer systems to
recognize dates for the year 2000 and afterward. Systems that use only two
digits to record a year (e.g., 2000 is entered as 00), can malfunction when
dates are used in processing. The systems potentially affected include, but are
not limited to, accounting, subscriber, inventory and vendor management
systems. The Company is currently testing these systems to determine whether
they will be "Year 2000" compliant. The Company is replacing or upgrading
systems that are not year 2000 compliant. In addition, the Company has
completed its contingency plans for the systems identified as critical to the
Company's operations.
The Company estimated a cost of Kc 10 million that will need to be spent
during 1999 to remediate its Year 2000 problem. The failure to adapt the
Company's systems to year 2000 compliance and uncertainty as to the compliance
of systems used by its suppliers and customers may have a significant negative
impact on the Company's financial performance and its intended level of
operations. However, due to the nature of the problem, the level of potential
loss cannot be quantified with certainty.
12. Revenues
For the six months ended June 30, 1999 and 1998 and for the years ended
December 31, 1998 and December 31, 1997, revenues of the Company consisted of
the following:
<TABLE>
<CAPTION>
June 30, June 30,
1999 1998 1998 1997
----------- ------- ----------- -------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Average number of subscribers......... 362,167 373,533 378,606 375,631
------- ------- ------- -------
Subscriber revenue
Mini................................ 168,380 281,397 137,339 195,191
Klasik.............................. 94,603 144,193 72,571 130,021
Premium............................. 49,641 78,605 39,057 9,852
------- ------- ------- -------
Subtotal.............................. 312,624 504,195 248,967 335,064
Installation revenue.................. 16,671 22,341 12,853 40,746
Non-cable revenue (inventory sales,
telephony)........................... 110,459 243,846 131,631 265,911
------- ------- ------- -------
Total revenue......................... 439,754 770,382 393,451 641,721
======= ======= ======= =======
</TABLE>
As of June 30, 1999 subsidiaries Kabel Plus Praha, a.s. (located in
Prague), Kabel Plus Severini Morava, a.s. (located Ostrava) and Kabel Plus
Stredni Morava, a.s. (located in Olomouc) represent approximately 43% of total
revenues of the Company.
13. Management's Plan for Company
The Company has incurred losses since inception, including losses of Kc
190,800 (unaudited) and Kc 390,383 (unaudited), respectively, for the six
months ended June 30, 1999 and 1998 and Kc 853,427 and Kc 881,386,
respectively, for the years ended December 31, 1998 and December 31, 1997.
In 1996, management prepared, and the shareholders approved, a
restructuring plan for the Company. Under this plan, the Company increased its
share capital by Kc 417,000 by subscribing for 4,170 shares with a nominal
value of Kc 100 at a price of Kc 498 per share. The difference between the
nominal value (Kc 417,000) and the subscription value (Kc 2,076,643) amounting
to Kc 1,659,643 was recorded as share premium. The proceeds from issuance of
share capital were used to repay the
F-160
<PAGE>
KABEL PLUS, a. s. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(Continued)
as of December 31, 1998 and 1997
(Czech Crowns--Kc in Thousands)
USD 30,000 and USD 40,000 loans due to parent. The difference between the Kc
equivalent of the amount at which these loans were repaid, Kc 2,159,844 and the
subscription value of the share capital, Kc 2,076,643, amounting to Kc 83,201,
was recorded as share premium.
In December 1998 the shareholders approved a further restructuring plan by
converting the principal amount of the loan from MCCC to equity. This resulted
in an increase in share capital of Kc 1,357,000 and in share premium of Kc
1,149,600 (See Note 7).
Further capital increase took place in June 1999 when the remaining balance
outstanding due to MCCC of Kc 937,748 was converted into the Company's equity.
The total share capital was increased to Kc 3,805,200 and the equity reached Kc
2,232,191.
Since MCCC acquired a controlling interest in the Company, several steps
have been taken to improve its financial stability. As discussed in Note 5, the
Company extended a revolving credit facility that will provide the Company with
adequate funds to meet its operating and capital expenditure needs through June
2000. In addition, MediaOne has increased its management presence in the
Company and is in the process of restructuring the Company and its subsidiaries
in order to make the Company more profitable. Thus far, the Company and its
subsidiaries have increased the rates charged to subscribers and taken steps to
reduce operating costs, specifically in the areas of programming and personnel,
and improve the security of its plant in order to reduce theft of service and
bad debt. In addition, The Company has taken, and continues to take, steps to
improve the programming it provides to customers, as well as centralize systems
and processes to maximize efficiencies and control.
The Company reached a milestone in 1998 when the subsidiaries reached
positive EBITDA for the first time (EBITDA is defined as net loss plus
depreciation and amortization, net interest, net other financial and income tax
expenses less equity in net income from affiliates). The operating strategies
the Company has put in place are yielding positive financial results which is
expected to continue into the future.
14. Reconciliation of Accumulated Deficit and Current Year Net Loss
The following table summarizes the differences in accumulated deficit and
net loss between Company's statutory accounts and U.S. GAAP:
<TABLE>
<CAPTION>
June 30, June 30,
1999 1998 1998 1997
----------- ---------- ----------- ----------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Accumulated deficit per
statutory accounts......... (4,944,606) (4,753,806) (4,289,294) (3,898,911)
Adjustments required by U.S.
GAAP:
Foreign exchange losses..... (83,254) (83,254) (83,254) (83,254)
---------- ---------- ---------- ----------
U.S. GAAP accumulated
deficit.................... (5,027,860) (4,837,060) (4,372,548) (3,982,165)
========== ========== ========== ==========
Net loss per statutory
accounts................... (190,800) (853,427) (390,383) (853,893)
Adjustment required by U.S.
GAAP:
Foreign exchange losses..... -- -- -- (27,493)
---------- ---------- ---------- ----------
U.S. GAAP net loss.......... (190,800) (853,427) (390,383) (881,386)
========== ========== ========== ==========
</TABLE>
15. Subsequent Event
During a general meeting of the shareholders on June 22, 1999, the
shareholders approved the conversion of outstanding accrued interest due to the
Company's parent (MCCC) totaling Kc 938,000 (as of June 22, 1999). Out of this
amount, Kc 508,000 will be recorded as share capital and the remaining 430,000
will be recorded as share premium. The change has not been registered with the
Czech courts to date.
F-161
<PAGE>
NBS NORDIC BROADBAND SERVICES AB
ADMINISTRATION REPORT
Ownership
NBS Nordic Broadband Services AB ("NBS") is the parent company of the
Stjarnan Multimedia group. NBS is among others owned by Scandinavian Equity
Partners Ltd. On May 6, 1998 all the shares of the subsidiary Stjarnan
Multimedia Invest AB (last year called Singapore Telecom International Svenska
AB) were acquired. The purchase price was kSEK 730,000 paid in cash.
Information concerning the operations
NBS shall, by itself or through wholly- or partially-owned subsidiaries,
operate within telecommunications and cable television and other similar
businesses. The operations have taken place in Greater Stockholm.
Significant events during the year
The subsidiary StjarnTVnatet AB (556497-8210), previously Stjarnan
Multimedia Invest, merged on November 13, 1998 with the former subsidiary
StjarnTVnatet AB (556000-4391). The accounting for this merger has been
performed in accordance with the draft recommendation of "Accounting of merger
regarding a wholly-owned subsidiary" from the Swedish Accounting Standards
Board.
Stjarnan Multimedia AB has during the year issued shares, warrants and
convertible loans.
Significant events subsequent to year end
The subsidiary StjarnTVnatet AB acquired on February 1, 1998 Stockholms
Kabel TV AB, a cable television operator in Stockholm. Stockholms Kabel TV has
approximately 7,000 connected households.
F-162
<PAGE>
NBS NORDIC BROADBAND SERVICES AB
CONSOLIDATED INCOME STATEMENT FOR 1998 (SEK 000's)
<TABLE>
<S> <C>
Net sales............................................................. 189,148
--------
189,148
Operating expenses
Program and distribution costs........................................ (77,324)
Other external costs.................................................. (46,459)
Personnel costs (Note 1).............................................. (29,265)
--------
Total operating expenses excluding depreciation....................... (153,048)
Operating profit before depreciation.................................. 36,100
Depreciation of tangible and intangible fixed assets (Note 2)......... (45,597)
Operating loss........................................................ (9,497)
Result from financial investments
Other interest income and similar items (Note 3)...................... 5,415
Interest expense and similar items (Note 3)........................... (19,676)
Loss after financial items............................................ (23,758)
Deduction acquired profit (Note 9).................................... (1,027)
Tax on current year result (Note 4)................................... (2,924)
--------
NET LOSS FOR THE YEAR................................................. (27,709)
========
</TABLE>
F-163
<PAGE>
NBS NORDIC BROADBAND SERVICES AB
CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 1998 (SEK 000's)
<TABLE>
<S> <C>
ASSETS
Fixed assets
Intangible assets (Note 2)
Goodwill.............................................................. 503,679
Improvement expenses on others property............................... 915
-------
504,594
Tangible assets (Note 2)
Equipment, tools fixtures and fittings................................ 103,877
Construction in progress and advance payments for tangible assets..... 43,586
-------
147,463
Total fixed assets.................................................. 652,057
Current assets
Current receivables
Accounts receivable--trade............................................ 15,404
Other receivables..................................................... 2,313
Prepaid expenses and accrued income (Note 5).......................... 3,158
-------
20,875
Current investments
Other current investments............................................. 80,000
Cash and bank balances................................................ 84,499
Total current assets................................................ 185,374
-------
TOTAL ASSETS........................................................ 837,431
=======
EQUITY AND LIABILITIES
Equity (Note 6)
Restricted equity
Share capital (22,700,000 shares at a par value of SEK 1 each)........ 22,700
Other restricted capital.............................................. 3,788
-------
26,488
Non-restricted equity
Non-restricted reserves............................................... 202,500
Loss for the year..................................................... (27,709)
-------
174,791
Total equity........................................................ 201,279
Provision
Deferred tax liability................................................ 25,071
-------
Total provisions.................................................... 25,071
Long-term liabilities
Interest-bearing
Liabilities to credit institutions (Note 10).......................... 297,500
Other liabilities (Note 11)........................................... 4,264
-------
Total long-term liabilities......................................... 301,764
Current liabilities
Interest-bearing
Liabilities to credit institutions (Note 10).......................... 223,500
Non-interest-bearing
Accounts payable--trade............................................... 23,696
Income tax liabilities................................................ 5,983
Other liabilities..................................................... 4,266
Accrued expenses and deferred income (Note 7)......................... 51,872
-------
Total current liabilities........................................... 309,317
-------
TOTAL EQUITY AND LIABILITIES........................................ 837,431
=======
Memorandum items
PLEDGED ASSETS AND CONTINGENT LIABILITIES
Pledged assets (Note 8)............................................... 480,164
Contingent liabilities (Note 8)....................................... 11,994
</TABLE>
F-164
<PAGE>
NBS NORDIC BROADBAND SERVICES AB
CONSOLIDATED CASH FLOW STATEMENT FOR 1998 (SEK 000's)
<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net sales............................................................. 189,148
Operating expenses.................................................... (153,048)
--------
Net cash flow before changes in working capital....................... 36,100
Increase (-) decrease (+) of operating receivables.................... (6,714)
Increase (+) decrease (-) of operating liabilities.................... 99,212
--------
Net cash flow from operations......................................... 128,598
Received interest and result from current investments................. 5,415
Paid interest......................................................... (19,676)
Paid income-taxes..................................................... (1,790)
--------
Net cash flow provided by operating activities........................ 112,547
CASH FLOW FROM INVESTING ACTIVITIES
Deduction of investments.............................................. 75,000
Investments in fixed assets........................................... (55,829)
Investments in shares................................................. (752,037)
--------
Net cash flow from investing activities............................... (732,866)
CASH FLOW FROM FINANCING ACTIVITIES
Payments regarding options............................................ 1,988
Shareholder's contribution............................................ 202,500
New share issue....................................................... 24,400
Raised loans.......................................................... 472,264
Amortisation of loan.................................................. (9,000)
--------
Net cash flow from financing activities............................... 692,152
CHANGE IN CASH AND BANK............................................... 71,833
Cash and bank at beginning of year.................................... 12,666
Cash and bank at end of year.......................................... 84,499
</TABLE>
F-165
<PAGE>
NBS NORDIC BROADBAND SERVICES AB
NOTES TO THE FINANCIAL STATEMENTS
Principles Used in Preparing the Consolidated Financial Statements
These consolidated financial statements represent a financial year that
deviate from NBS statutory financial year. Audited statutory accounts for NBS
in 1998 have been filed for the period January 3, 1997 to June 30, 1998 and
July 1, 1998 to December 31, 1998.
NBS acquired StjarnTVnatet AB on May 6, 1998. StjarnTVnatet AB is included
in the statutory accounts from April 1, 1998. The following information and
principles have been used to prepare these financial statements:
Income statement
i) Income statements for the two statutory financial periods ended in 1998
have been added together to show operations during 1998.
ii) StjarnTVnatet AB is included in the statutory accounts as of April 1,
1998 and its revenues and costs are included in the accounts as of that date.
In order to include StjarnTVnatet AB as of May 6, 1998, the net profit relating
to StjarnTVnatet AB for the period April 1, 1998 to May 5, 1998 has been
eliminated (see also Note 9).
Balance sheet
ii) The balance sheet as presented is the audited balance sheet as of
December 31, 1998. The presented balance sheet differs in one respect from the
statutory accounts. Correction has been made in the balance sheet for the loss
brought forward referring to the loss reported for the period January to June
1998 which has been included in the loss for 1998.
The following notes and comments to the financial statements are
translations from the audited statutory accounts. Certain information relating
to the parent company has been included even though its statutory financial
statements has been left out.
Accounting Principles and Annual Report Information
Consolidated accounts
The group accounts have been consolidated in accordance with acquisition
accounting. In addition to the parent company's equity, the group equity
includes the subsidiaries' results generated after the acquisition date.
Goodwill is calculated as the difference between the group acquisition value of
the subsidiaries', shares and the actual value of acquired identifiable assets
and liabilities, at the time of acquisition. Goodwill is depreciated according
to plan.
The consolidated accounts consist of the annual accounts for all
subsidiaries. A subsidiary is a company in which the parent company, directly
or indirectly, owns shares representing more than 50% of the votes.
There are no appropriations or untaxed reserves recorded in the
consolidated accounts. Instead, deferred taxes related to untaxed reserves are
shown in the consolidated income statement as part of the group tax expense.
The proportion of equity in appropriations and untaxed reserves is shown in the
income statement as part of the profit for the year and in the balance sheet as
restricted equity. A revaluation of the deferred tax liability is made every
year at the prevailing tax rate, currently 28 percent, and is recorded in the
consolidated income statement as part of the tax expense for the year.
Other principles
Assets and liabilities are valued at acquisition value unless otherwise
stated.
Trade receivables are valued at amounts deemed collectable.
F-166
<PAGE>
NBS NORDIC BROADBAND SERVICES AB
NOTES TO THE FINANCIAL STATEMENTS--(Continued)
Receivables and liabilities in foreign currency are valued at closing day
rates.
Premiums received from sales of warrants are accounted for in restricted
equity as Share premium reserve.
Depreciation according to plan on intangible and tangible fixed assets is
based on the acquisition value and expected economic life of each asset.
Equipment
Machinery and equipment have been depreciated according to plan, which is
based on an economic life of 3 and 5 years respectively.
Distribution plants
Plants have been depreciated according to plan, which is based on an
economic life of 3, 7 or 10 years.
Improvement expenses on others property
Improvement expenses have been depreciated according to plan, which is
based on an economic life of 20 years.
Goodwill
Goodwill related to the acquisition of the StjarnTVnatet Group, formerly
Stjarnan Multimedia Invest Group, is depreciated on a straight-line basis over
a 20 year period. The length of the depreciation period is due to the long-term
strategic nature of the acquisition and the duration of the essential
underlying contracts with the real estate owners concerning cable
installations. Furthermore, the name StjarnTV is well established on the
market.
Notes (SEK 000's)
Note 1 Average number of employees, salaries, other remuneration and payroll
overhead
Number of employees:
<TABLE>
<S> <C>
Men...................................................................... 34
Women.................................................................... 27
---
Total.................................................................. 61
</TABLE>
Salaries, other remuneration and payroll overhead:
<TABLE>
<S> <C>
Board of Directors and Managing Director
Salaries and other remuneration...................................... 4,655
(of which is bonus).................................................. (2,561)
Pension costs........................................................ 446
Other employees
Salaries and other remuneration...................................... 14,120
------
Total
Salaries and other remuneration...................................... 18,775
Payroll overhead..................................................... 7,845
(of which are pension costs)......................................... (1,153)
</TABLE>
F-167
<PAGE>
NBS NORDIC BROADBAND SERVICES AB
NOTES TO THE FINANCIAL STATEMENTS--(Continued)
The Managing Director is covered by an employment contract according to
which the notice period is 6 months. In addition to this, severance pay equal
to a remuneration for a 12 month is payable, if the notice is served by the
Group. There are no other pension commitments than those stated above.
Note 2 Intangible and tangible fixed assets
<TABLE>
<S> <C>
Intangible assets
Improvement expenses on others property
Opening cost value..................................................... --
Purchases.............................................................. 927
Closing cost value..................................................... 927
Opening accumulated depreciation....................................... --
Depreciation for the year.............................................. (12)
-------
Closing accumulated depreciation....................................... (12)
Residual value according to plan....................................... 915
Goodwill
Opening cost value..................................................... 522,226
-------
Closing cost value..................................................... 522,226
Depreciation for the year.............................................. (18,547)
-------
Closing accumulated depreciation....................................... (18,547)
Residual value according to plan....................................... 503,679
</TABLE>
<TABLE>
<S> <C>
Equipment, tools fixtures and fittings of which;
1. Distribution plants
Cost value
Opening cost value.................................................... 231,732
Purchases............................................................. 2,399
Completed projects.................................................... 6,451
--------
Closing cost value.................................................... 240,582
Depreciation according to plan
Opening accumulated depreciation...................................... (121,363)
Depreciation for the year............................................. (25,590)
--------
Closing accumulated depreciation...................................... (146,953)
Residual value according to plan...................................... 93,629
</TABLE>
F-168
<PAGE>
NBS NORDIC BROADBAND SERVICES AB
NOTES TO THE FINANCIAL STATEMENTS--(Continued)
<TABLE>
<S> <C>
2. Equipment
Cost value
Opening cost value..................................................... 10,519
Purchases.............................................................. 8,737
Disposals.............................................................. (2,822)
-------
Closing cost value..................................................... 16,434
Depreciation according to plan
Opening accumulated depreciation....................................... (7,561)
Disposals.............................................................. 2,822
Depreciation for the year.............................................. (1,447)
-------
Closing accumulated depreciation....................................... (6,186)
Residual value according to plan....................................... 10,248
Total residual value according to plan................................. 103,877
Construction in progress and advanced payments for tangible assets
Opening cost value..................................................... 6,273
Purchases.............................................................. 45,998
Completed projects..................................................... (6,451)
Reclassification....................................................... (2,234)
-------
Closing cost value..................................................... 43,586
</TABLE>
Leasing
The Group has entered into the following operating lease agreements related
to premises:
<TABLE>
<S> <C>
Future minimum lease payments in:
1999................................................................... 3,400
2000................................................................... 3,400
2001................................................................... 3,400
After 2001:............................................................ 5,950
</TABLE>
The rent for 1998 has amounted to 2,958.
The Group leases ducts and the use of fibre optical cable. The duration of
the contract is 20 years and it follows generally accepted market terms.
The Group has also to a lesser extent leasing agreements regarding cars,
office equipment and small offices. All contracts follow generally accepted
market terms.
Note 3 Other interest income and interest expense
<TABLE>
<S> <C>
Interest income....................................................... 5,415
Interest expense...................................................... 19,676
</TABLE>
There are no intra-group interest income or expense included above.
Note 4 Tax on current year result
<TABLE>
<S> <C>
Current tax paid on the profit for this and earlier years.............. 1,790
Deferred taxes......................................................... 1,134
-----
Total................................................................ 2,924
</TABLE>
F-169
<PAGE>
NBS NORDIC BROADBAND SERVICES AB
NOTES TO THE FINANCIAL STATEMENTS-- (Continued)
Note 5 Current receivables
<TABLE>
<CAPTION>
Prepaid expenses and accrued income
<S> <C>
Prepaid rent.............................................................. 997
Accrued interest income................................................... 106
Other..................................................................... 2,055
-----
Total..................................................................... 3,158
</TABLE>
Note 6 Equity
<TABLE>
<CAPTION>
Non-
Restricted restricted Profit/loss
Share capital reserves reserves for the year
------------- ---------- ---------- ------------
<S> <C> <C> <C> <C>
Opening balance.............. 100
Unconditional shareholder's
contribution................ 202,500
Options granted.............. 1,988
New share issue.............. 22,600 1,800
Loss for the year............ (27,709)
------ ----- ------- -------
Closing balance.............. 22,700 3,788 202,500 (27,709)
</TABLE>
Each share corresponds to one vote.
NBS has during the year issued two subordinated loans with detachable
warrants. The subordinated loans and the warrants were subscribed by
StjarnTVnatet AB. The subordinated loans and the warrants have been sold on
their due date.
The warrants Series I allows the subscription of 1,820,000 new shares in
NBS at an issue price of SEK 16. The period of application for the subscription
of shares is between the October 20, 1998 and October 20, 2004.
The warrants Series II allows the subscription of 2,040,000 new shares in
NBS at an issue price of SEK 25. The period of application for the subscription
of shares is between the October 20, 1998 and the October 20, 2004.
Note 7 Accrued expenses and deferred income
<TABLE>
<S> <C>
Accrued costs of personnel............................................... 3,069
Accrued program costs.................................................... 4,111
Deferred income.......................................................... 27,867
Other.................................................................... 16,825
------
Total.................................................................... 51,872
</TABLE>
Note 8 Pledged assets and contingent liabilities
<TABLE>
<CAPTION>
Pledged assets
<S> <C>
Shares in subsidiary.................................................... 480,164
-------
Total................................................................... 480,164
<CAPTION>
Contingent liabilities
<S> <C>
Guarantees.............................................................. 321
Royalty commitment...................................................... 11,673
-------
Total................................................................... 11,994
</TABLE>
F-170
<PAGE>
NBS NORDIC BROADBAND SERVICES AB
NOTES TO THE FINANCIAL STATEMENTS--(Continued)
The indirectly owned subsidiary SpaceNet AB has in a prior year entered
into a royalty agreement with NUTEK and with Industrifonden, according to which
NBS is obliged to pay royalty on certain sales until the end of the contract
period in 2000 and 2005, respectively. The royalty commitment including an
annual interest is limited to 11,673, of which 9,673 refers to Industrifonden.
Note 9 Acquired profit
All shares in Stjarnan Multimedia Invest AB were acquired on May 6, 1998.
Acquired profit relate to the period April 1, 1998 to May 5, 1998.
Note 10 Liabilities to credit institutions
<TABLE>
<CAPTION>
Liabilities to credit institutions
Current liabilities
<S> <C>
Due within 1 year....................................................... 223,500
<CAPTION>
Long-term liabilities
<S> <C>
Due between 1 and 5 years............................................... 297,500
Due after 5 years....................................................... --
Total liabilities to credit institutions................................ 521,000
</TABLE>
Note 11 Convertible loan
<TABLE>
<S> <C>
Outstanding loan amount................................................... 4,264
</TABLE>
The loan is due on October 20, 2006, unless conversion has been made before
that date. The loan bears an annual interest equivalent to twelve months STIBOR
plus 1.7 %. The conversion rate is set at SEK 16 per share. The outstanding
loan entitles to conversion to 404,000 new shares in NBS.
Note 12 Participation in group companies
<TABLE>
<CAPTION>
Corporate Portion of Net book
identity Regist- Number of equity value Dec
number ered office shares % 31, 1998
Directly owned: ----------- ----------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
StjarnTVnatet AB........ 556497-8210 Sthlm 50,000,000 100 752,037
<CAPTION>
Indirectly owned:
<S> <C> <C> <C> <C> <C>
SpaceNet AB............. 556226-4589 Sthlm -- 100 --
Stockholms Stads Televi-
sions AB............... 556070-3547 Sthlm -- 100 --
StjarnTV AB............. 556308-7534 Sthlm -- 100 --
</TABLE>
Note 13 US GAAP reconciliation
The accounting policies followed in preparation for the consolidated
financial statements differ in some respect to the generally accepted
accounting principles in the United States.
F-171
<PAGE>
NBS NORDIC BROADBAND SERVICES AB
NOTES TO THE FINANCIAL STATEMENTS--(Continued)
The principle differences between Swedish GAAP and US GAAP are presented
below together with explanations of the adjustments that affect consolidated
net loss, total equity and total assets as of the year ended December 31, 1998.
<TABLE>
<S> <C>
Reconciliation of Net Loss
Swedish GAAP Net Loss........................................... (27,709)
Leases.......................................................... (3,664)
Goodwill amortization........................................... (1,177)
Deferred tax effect on US GAAP adjustment....................... 1,026
---------
US GAAP Net Loss................................................ (31,524)
Reconciliation of Equity
Swedish GAAP Equity............................................. 201,279
Leases.......................................................... (4,841)
Deferred tax effect on US GAAP adjustment....................... 1,026
---------
US GAAP Equity.................................................. 197,464
Reconciliation of Assets
Swedish GAAP Assets............................................. 837,431
Leases.......................................................... 176,080
Goodwill........................................................ 35,053
---------
US GAAP Assets.................................................. 1,048,564
=========
</TABLE>
Leases
The Group leases certain equipment which in accordance with Swedish GAAP is
treated as operating leases. For US GAAP purposes these leases fall under the
criteria for capitalization in accordance with FAS 13 and should thus be
capitalized. The reclassified leases have been recorded as assets and
obligations at their estimated fair value in the above reconciliation. At the
acquisition by EQT, lease obligations exceeded leased assets by SEK36.2 million
and this amount has been accounted for as goodwill. Depreciation has been
computed principally using the straight-line method over the estimated useful
lives of assets, 20 years.
F-172
<PAGE>
REPORT BY THE INDEPENDENT AUDITOR
I have audited the consolidated balance sheet of NBS Nordic Broadband
Services AB (publ) ("NBS"), Sweden, for the year ended December 31, 1998 and
the related consolidated statements of income and cash flows for the year then
ended. The consolidated financial statements are derived from audited accounts
for the period January 3, 1997 to June 30, 1998 and July 1, 1998 to December
31, 1998 prepared in accordance with Swedish GAAP as described in Principles
Used in Preparing the Consolidated Financial Statements in the Notes to the
attached financial statements. The significant differences between accounting
principles generally accepted in Sweden and those generally accepted in the
United States of America so far as concerns the financial statements referred
to are summarized in Note 13 on which we have performed an examination
including such procedures as we considered necessary in the circumstances.
These financial statements are the responsibility of the company's management.
My responsibility is to express an opinion on these financial statements based
on my audit.
I conducted my audit in accordance with auditing standards generally
accepted in Sweden which are substantially the same as those generally accepted
in the United States of America. Those standards require that I plan and
perform the audit to obtain reasonable assurance that the financial statements
are free of material misstatements. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by the management, as well as evaluating the overall
presentation of the financial statement. I believe that my audit provides a
reasonable basis for my opinion.
NBS is registered in Sweden and maintains accounting records and prepare
its financial statements in accordance with generally accepted accounting
principles in Sweden and in the currency of SEK. The accompanying financial
statements have solely been prepared on the request of NBS and are intended
solely for a fair presentation of the legal entity operations for 1998 and to
describe substantial differences between Swedish and US GAAP as described in
Note 13.
In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of NBS Nordic Broadband
Services AB (publ) as of December 31, 1998, and of the results of its
operations and its cash flows for the year then ended in accordance with
accounting principles generally accepted in Sweden.
Generally accepted accounting principles in Sweden vary in certain
significant respects from generally accepted accounting principles in the
United States of America. Application of generally accepted accounting
principles in the United States would have affected total assets, results of
the operations and shareholder's equity for the year ended on December 31, 1998
to the extent summarised in Note 13 to the consolidated financial statements.
Stockholm Sweden
May 4, 1999
Jan-Erik Soderhielm
Authorised Public Accountant
Ernst & Young AB
F-173
<PAGE>
NBS NORDIC BROADBAND SERVICES AB
CONSOLIDATED INCOME STATEMENT FOR THE SIX MONTH PERIOD ENDED JUNE 30, 1999
(Unaudited) (SEK 000's)
<TABLE>
<S> <C>
Net sales............................................................. 135,713
--------
135,713
Operating expenses
Program and distribution costs........................................ (55,790)
Other external costs.................................................. (29,779)
Personnel costs....................................................... (22,763)
--------
Total operating expenses excluding depreciation....................... (108,332)
Operating profit before depreciation.................................. 27,381
Depreciation of tangible and intangible fixed assets.................. (33,319)
--------
Operating loss........................................................ (5,938)
Result from financial investments
Other interest income and similar items............................... 1,408
Interest expense and similar items.................................... (11,849)
--------
Loss after financial items............................................ (16,379)
Tax on current year result............................................ --
--------
NET LOSS FOR THE YEAR................................................. (16,379)
========
</TABLE>
F-174
<PAGE>
NBS NORDIC BROADBAND SERVICES AB
CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 1999 (Unaudited) (SEK 000's)
<TABLE>
<S> <C>
ASSETS
Fixed Assets
Intangible assets
Goodwill............................................................... 494,985
Improvement expenses on other property................................. 2,006
-------
496,991
Tangible assets
Equipment, tolls fixtures and fittings................................. 148,565
Construction in progress and advance payments for tangible assets...... 52,868
-------
201,433
Total fixed assets..................................................... 698,424
Current assets
Current receivables
Accounts receivable--trade............................................. 18,992
Other receivables...................................................... 2,026
Prepaid expenses and accrued income.................................... 4,328
-------
25,346
Cash and bank balances................................................. 30,227
Total current assets................................................... 55,573
-------
TOTAL ASSETS........................................................... 753,997
=======
</TABLE>
F-175
<PAGE>
NBS NORDIC BROADBAND SERVICES AB
CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 1999 (Unaudited) (SEK 000's)
<TABLE>
<S> <C>
EQUITY AND LIABILITIES
Equity
Restricted equity
Share capital (22,700,000 shares at a par value of SEK 1 each)......... 22,700
Other restricted capital............................................... 4,066
-------
26,706
Non-restricted equity
Non-restricted reserves................................................ 174,790
Loss for the year (16,379)
-------
158,411
Total equity........................................................... 185,117
Provisions
Deferred tax liability................................................. 25,285
-------
Total provisions....................................................... 25,285
Long-term liabilities
Interest-bearing
Liabilities to credit institutions..................................... 330,000
Other liabilities...................................................... 4,648
-------
Total long-term liabilities............................................ 334,648
Current liabilities
Interest-bearing
Liabilities to credit institutions..................................... 109,073
Non-interest-bearing
Accounts payable - trade............................................... 49,004
Other liabilities...................................................... 7,459
Accrued expenses and deferred income................................... 43,411
-------
Total current liabilities.............................................. 99,874
-------
TOTAL EQUITY AND LIABILITIES........................................... 753,997
=======
</TABLE>
F-176
<PAGE>
NBS NORDIC BROADBAND SERVICES AB
CONSOLIDATED CASH FLOW STATEMENT FOR THE SIX MONTH PERIOD ENDED JUNE 30, 1999
(Unaudited) (SEK 000's)
<TABLE>
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net sales......................................................... 135,713
Operating expenses................................................ (108,332)
-------- ---
Net cash flow before changes in working capital................... 27,381
Increase (-) decrease (+) of operating receivables................ 10,525
Increase (-) decrease (+) of operating liabilities................ (2,148)
--------
Net cash flow from operations..................................... 35,758
Received interest and result from current investments............. 1,521
Paid interest..................................................... (11,020)
Paid income taxes................................................. (942)
--------
Net cash flow provided by operating activities.................... 25,317
--------
CASH FLOW FROM INVESTING ACTIVITIES
Investment in fixed assets........................................ (68,234)
investment in shares.............................................. (6,928)
--------
Net cash flow from investing activities........................... (75,162)
--------
CASH FLOW FROM FINANCING ACTIVITIES
Decrease in other current investments............................. 80,000
New share issue................................................... --
Raised loans...................................................... 109,073
Amortisation of loan.............................................. (193,500)
--------
Net cash flow from financing activities........................... (4,427)
--------
CHANGE IN CASH AND BANK........................................... (54,272)
Cash and bank at beginning of year................................ 84,499
Cash and bank at end of year...................................... 30,227
</TABLE>
F-177
<PAGE>
NBS NORDIC BROADBAND SERVICES AB
NOTES FOR THE FINANCIAL STATEMENTS (Unaudited)
U.S. GAAP reconciliation (SEK 000's)
The accounting policies followed in preparation for the consolidated
financial statements differ in some respect to the generally accepted
accounting principles in the United States.
The principle differences between Swedish GAAP and U.S. GAAP are presented
below together with explanations of the adjustments that affect consolidated
net loss, total equity and total assets as of the period ended June 30, 1999.
<TABLE>
<S> <C>
Reconciliation of Net Loss
Swedish GAAP Net Loss.................................................. (16,379)
Leases................................................................. (4,252)
Goodwill amortization.................................................. (905)
Deferred tax effect on U.S. GAAP adjustment............................ 1,191
-------
U.S. GAAP Net Loss..................................................... (20,345)
Reconciliation of Equity
Swedish GAAP Equity.................................................... 185,117
Leases................................................................. (9,232)
Goodwill amortization.................................................. (2,082)
Deferred tax effect on U.S. GAAP adjustment............................ 2,585
-------
U.S. GAAP Equity....................................................... 176,388
Reconciliation of Assets
Swedish GAAP Assets.................................................... 753,997
Leases................................................................. 181,800
Goodwill............................................................... 34,148
-------
U.S. GAAP Assets....................................................... 969,945
</TABLE>
Leases
The Group leases certain equipment which in accordance with Swedish GAAP is
treated as operating leases. For U.S. GAAP purposes these leases fall under the
criteria for capitalization in accordance with the FAS 13 and should thus be
capitalized. The reclassified leases have been recorded as assets and
obligations at their estimated fair value in the above reconciliation. At the
acquisition by EQT, lease obligations exceeded leased assets by SEK36.2 million
and this amount has been accounted for as goodwill. Depreciation has been
computed principally using the straight-line method over the estimated useful
lives of assets, 20 years.
F-178
<PAGE>
(Translation from the Swedish original)
SINGAPORE TELECOM INTERNATIONAL SVENSKA AB--STOCKHOLM Reg no 556497-8210
ANNUAL REPORT
The board of directors and the managing director of Singapore Telecom
International Svenska AB herewith present the following report for the
financial year 1 April 1997 -- 31 March 1998.
ADMINISTRATION REPORT
The company is a subsidiary of Singapore Telecom International Pte Ltd
which during the financial year became a part of a group whose parent company
is Singapore Telecom Ltd. (STI Svenska AB is owned since 6 May 1998 via
Stjarnan Multimedia AB by Scandinavian Equity Partners Ltd which in its turn
is owned by, among others, Investor and SE-Banken.)
The company is engaged in for own account or via wholly or partly owned
companies telephone, and cable network for television, operations and similar
associated activities.
Result and appropriation
The group result for the year is MSEK -- 20,1 (MSEK -- 22,6).
The group non-restricted equity amounts to at 31 March 1998:
<TABLE>
<S> <C> <C>
Non-restricted reserves kSEK 345,250
Profit for the year kSEK (20,052)
----
kSEK 325,198
</TABLE>
Proposed appropriation of profits in the parent company
At the disposal of the annual general meeting are the following
unappropriated earnings:
<TABLE>
<S> <C> <C>
Profit brought forward SEK 414,878,291
Profit for the year SEK --
---
SEK 414,878,291
</TABLE>
The board of directors and the managing director propose that SEK
414,878,291 be carried forward.
Regarding the company's operations, reference is made to the following
balance sheets, income statements, funds statements and related notes.
F-179
<PAGE>
SINGAPORE TELECOM INTERNATIONAL SVENSKA AB--STOCKHOLM
CONSOLIDATED INCOME STATEMENTS
<TABLE>
<CAPTION>
1 April 1997 1 April 1996
31 March 1998 31 March 1997
------------- -------------
kSEK kSEK
<S> <C> <C>
Net sales -- Note 1 and 2.......................... 248,998 242,894
-------- --------
Operating Expenses
Program and distribution costs..................... (102,505) (100,554)
Other external costs............................... (34,223) (30,457)
Personnel costs -- Note 3.......................... (26,216) (24,674)
Depreciation of tangible fixed assets -- Note 4.... (79,300) (77,413)
-------- --------
Total operating expenses........................... (242,244) (233,098)
Operating profit................................... 6,754 9,796
Result from financial investments -- Note 5
Interest income and similar items.................. 6,278 5,054
Other expense and similar items.................... (22,187) (27,477)
Loss after financial items......................... (9,155) (12,627)
Tax on ordinary profit for the year -- Note 6...... (10,897) (9,990)
-------- --------
NET LOSS FOR THE YEAR.............................. (20,052) (22,617)
======== ========
</TABLE>
F-180
<PAGE>
SINGAPORE TELECOM INTERNATIONAL SVENSKA AB--STOCKHOLM
CONSOLIDATED BALANCE SHEETS AT 31 MARCH
<TABLE>
<CAPTION>
1998 1997
------- --------
kSEK kSEK
<S> <C> <C>
ASSETS
Fixed assets
Intangible fixed assets -- Note 4
Goodwill..................................................... 321,415 369,228
Tangible fixed assets -- Note 4
Equipment, tools, fixtures and fittings...................... 113,327 120,l271
Construction-in-progress and advance payments for tangible
fixed assets................................................ 6,273 8,618
------- --------
Total tangible fixed assets.................................. 119,600 128,889
------- --------
Total fixed assets........................................... 441,015 498,117
Current assets
Current receivables -- Note 7
Accounts receivable -- trade................................. 25,940 29,291
Other receivables............................................ 2,966 1,125
Prepaid expenses and accrued income.......................... 1,682 1,534
------- --------
30,588 31,950
Current investments
Other current investments.................................... 155,000 110,000
Cash and bank balances....................................... 12,566 17,453
------- --------
Total current assets......................................... 198,154 159,403
------- --------
TOTAL ASSETS................................................. 639,169 657,520
======= ========
</TABLE>
F-181
<PAGE>
SINGAPORE TELECOM INTERNATIONAL SVENSKA AB--STOCKHOLM
CONSOLIDATED BALANCE SHEETS AT 31 MARCH
<TABLE>
<CAPTION>
1998 1997
------- -------
kSEK kSEK
<S> <C> <C>
EQUITY AND LIABILITIES
Equity -- Note 8
Restricted equity
Share capital................................................... 50,000 50,000
Other restricted reserves ...................................... 175,000 175,000
</TABLE>
Non-restricted equity/Accumulated deficit
<TABLE>
<S> <C> <C>
Profit/Loss brought forward................................... 345,250 (38,773)
Net loss for the year......................................... (20,052) (22,617)
------- -------
Total equity.................................................. 550,198 163,610
Provisions
Provisions for taxation....................................... 23,937 19,976
------- -------
Total provisions.............................................. 23,937 19,976
Long-term liabilities
Accounts payable -- group companies -- Note 10................ -- 400,000
------- -------
Total long-term liabilities................................... -- 400,000
Current liabilities
Accounts payable -- trade..................................... 12,026 12,931
Liabilities to group companies................................ -- 8,225
Income tax liability.......................................... 6,387 7,725
Other liabilities............................................. 9,099 8,718
Accrued expenses and deferred income -- Note 9................ 37,522 36,335
------- -------
Total current liabilities..................................... 65,034 73,934
------- -------
TOTAL EQUITY AND LIABILITIES.................................. 639,169 657,520
======= =======
PLEDGED ASSETS AND CONTINGENT LIABILITIES
Pledged assets ............................................... None None
Contingent liabilities -- Note 11............................. 109,993 109,243
</TABLE>
F-182
<PAGE>
SINGAPORE TELECOM INTERNATIONAL SVENSKA AB--STOCKHOLM
CONSOLIDATED FUNDS STATEMENTS AT 31 MARCH
<TABLE>
<CAPTION>
1998 1997
-------- --------
kSEK kSEK
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net sales................................................... 248,998 242,894
Operating expenses.......................................... (162,944) (155,685)
-------- --------
Net cash flows before changes in working capital............ 86,054 87,209
Increase(-)/Decrease(+) in operating receivables............ 1,362 (3,983)
Increase(+)/Decrease(-) in operating liabilities............ (8,900) 3,523
-------- --------
Net cash flows from operations.............................. 78,516 86,749
Received interest........................................... 6,278 5,054
Paid interest............................................... (15,547) (27,477)
Paid income taxes........................................... (6,936) (7,978)
-------- --------
Net cash flows provided by operating activities............. 62,311 56,348
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in current investments............................. (45,000) (40,000)
Investments in fixed assets................................. (22,198) (14,410)
Proceeds from sale of fixed assets.......................... -- 66
-------- --------
Net cash flows from investing activities.................... (67,198) (54,344)
CHANGE IN CASH AND BANK..................................... (4,887) 2,004
Cash and bank at beginning of year.......................... 17,453 15,449
Cash and bank at end of year................................ 12,566 17,453
CHANGE IN LIQUID ASSETS
Liquid assets at the beginning of the year.................. 127,307 85,449
Liquid assets at the end of the year........................ 167,410 127,453
</TABLE>
F-183
<PAGE>
SINGAPORE TELECOM INTERNATIONAL SVENSKA AB--STOCKHOLM
PARENT COMPANY INCOME STATEMENTS
<TABLE>
<CAPTION>
1 April 1997 1 April 1996
31 March 1998 31 March 1997
------------- -------------
kSEK kSEK
<S> <C> <C>
Net sales -- Note 1 and 2........................... -- 226
------- -------
Operating expenses
Other external costs................................ (463) (5,720)
------- -------
Total operating expenses............................ (463) (5,720)
Operating loss...................................... (463) (5,494)
Result from financial investments -- Note 5
Interest income and similar items................... 6 12
Interest expense and similar items.................. (22,169) (27,460)
------- -------
Result from financial investments................... (22,626) (32,942)
Appropriations -- Note 12........................... 22,626 32,942
Tax on current year result -- Note 6................ -- --
------- -------
RESULT FOR THE YEAR................................. -- --
======= =======
</TABLE>
F-184
<PAGE>
SINGAPORE TELECOM INTERNATIONAL SVENSKA AB--STOCKHOLM
PARENT COMPANY BALANCE SHEETS AT 31 MARCH
<TABLE>
<CAPTION>
1998 1997
------- -------
kSEK kSEK
<S> <C> <C>
ASSETS
Fixed Assets
Financial fixed assets
Participations in group companies -- Note 13.................... 625,000 625,000
------- -------
Total fixed assets.............................................. 625,000 625,000
Current assets
Current receivables -- Note 7
Receivables from group companies................................ 14,747 17,378
Other receivables............................................... -- 5
------- -------
14,747 17,383
Cash and bank balances.......................................... 156 146
Total current assets............................................ 14,903 17,529
------- -------
TOTAL ASSETS.................................................... 639,903 642,529
======= =======
</TABLE>
F-185
<PAGE>
SINGAPORE TELECOM INTERNATIONAL SVENSKA AB--STOCKHOLM
PARENT COMPANY BALANCE SHEETS AT 31 MARCH
<TABLE>
<CAPTION>
1998 1997
------- -------
kSEK kSEK
<S> <C> <C>
EQUITY AND LIABILITIES
Equity -- Note 8
Restricted equity (1)
Share capital (50,000,000 shares of par value SEK 1 each)...... 50,000 50,000
Statutory reserve.............................................. 175,000 175,000
------- -------
225,000 225,000
Non-restricted equity
Profit brought forward......................................... 414,878 8,238
Result for the year............................................ -- --
------- -------
414,878 8,238
Total equity................................................... 639,878 233,238
Long-term liabilities
Liabilities to group companies -- Note 10...................... -- 400,000
Current liabilities
Liabilities to group companies................................. -- 8,225
Accrued expenses and deferred income -- Note 9................. 25 1,066
------- -------
Total current liabilities...................................... 25 9,291
------- -------
TOTAL EQUITY AND LIABILITIES................................... 639,903 642,529
======= =======
PLEDGED ASSETS AND CONTINGENT LIABILITIES
Pledged assets................................................. None None
Contingent liabilities......................................... None None
</TABLE>
F-186
<PAGE>
SINGAPORE TELECOM INTERNATIONAL SVENSKA AB--STOCKHOLM
PARENT COMPANY FUNDS STATEMENTS AT 31 MARCH
<TABLE>
<CAPTION>
1998 1997
------- -------
kSEK kSEK
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net sales..................................................... -- 226
Operating expenses............................................ (463) (5,720)
------- -------
Net cash flows before changes in working capital.............. (463) (5,494)
Increase(-)/Decrease(+) in operating receivables.............. 2,636 5,001
Increase(+)/Decrease(-) in operating liabilities.............. (9,266) (5,300)
Group contribution received................................... 22,626 32,942
------- -------
Net cash flows from operations................................ 15,533 27,149
Received interest............................................. 6 12
Paid interest................................................. (15,529) (27,460)
------- -------
Net cash flows provided by operating activities............... 10 (299)
CHANGE IN CASH AND BANK....................................... 10 (299)
Cash and bank at beginning of year............................ 146 445
Cash and bank at end of year.................................. 156 146
CHANGE IN LIQUID ASSETS
Liquid assets at the beginning of the year.................... 146 445
Liquid assets at the end of the year.......................... 156 146
</TABLE>
F-187
<PAGE>
SINGAPORE TELECOM INTERNATIONAL SVENSKA AB--STOCKHOLM
ACCOUNTING PRINCIPLES
The group
The consolidated accounts have been prepared according to the purchase
method. Apart from the equity of the parent company, the group's equity only
includes the results of the subsidiaries after acquisition. The difference
between the group's cost of acquisition for the shares in the subsidiaries and
the fair values of acquired identifiable assets and liabilities in the
subsidiaries at the time of acquisition, is shown as goodwill and is amortised
according to plan. If negative goodwill arises it is accounted for as a
provision.
The consolidated accounts include the accounts of all of the subsidiaries.
A subsidiary is a company in which the parent company owns, directly or
indirectly, shares which represent more than 50% of the voting rights.
All group internal transactions and profits have been eliminated.
The consolidated accounts do not include appropriations and untaxed
reserves. Instead the estimated deferred tax relating to the appropriations is
shown in the consolidated income statement as part of the group's tax expense.
The equity portion of these appropriations and the untaxed reserves
respectively is included as part of the net profit for the year in the income
statement and in the balance sheet as other restricted reserves under
restricted equity. The deferred tax is re-evaluated each year using the current
tax rate and the change is included in the consolidated income statement as a
part of the tax expense for the year.
The group and the parent company
Assets and liabilities of the group and parent company are valued at
acquisition value unless otherwise stated.
Receivables--trade are valued at the amounts they are expected to realise.
Receivables and liabilities denominated in foreign currencies have been
translated at the year-end rates of exchange.
The cost of leasing fixed assets is normally expensed over the leasing
period. When a lease agreement implies an obligation to take over the leased
object after a certain time and with agreed terms of ownership, then it is
accounted for as a fixed asset. The remaining payment obligations are included
among the liabilities.
Depreciation according to plan of intangible and tangible fixed assets are
based on the acquisition cost of the assets (revaluation value) and the
expected economic life of each asset.
Equipment
Machinery and equipment have been depreciated according to plan, which is
based on an economic life of three and five years respectively. (Depreciation
based on an expected economic life of 3 years is used for IT-equipment
purchased from 1 April 1997. IT-equipment purchased before 1 April 1997 is
depreciated over five years.)
F-188
<PAGE>
SINGAPORE TELECOM INTERNATIONAL SVENSKA AB--STOCKHOLM
ACCOUNTING PRINCIPLES
Distribution plants
Plants have been depreciated according to a plan, which is based on
economic lives of three, seven and ten years respectively. (Depreciation based
on an expected economic life of 3 years is used for IT-equipment purchased from
1 April 1997. IT-equipment purchased before 1 April 1997 is depreciated over
five years.)
Goodwill
Goodwill is depreciated according to a plan over a period of ten years.
Group companies are all companies in the same group of companies where the
parent company is a Swedish limited liability company, a partnership or a
foreign company, i e not only a parent company and a subsidiary but a fellow
subsidiary as well.
Book depreciation made corresponds to the maximum depreciation allowed by
the Swedish taxation legislation.
With the exception for the above-mentioned changes referring to
depreciation on IT-equipment and IT-plants, the same accounting principles were
applied in the previous year.
F-189
<PAGE>
SINGAPORE TELECOM INTERNATIONAL SVENSKA AB--STOCKHOLM
NOTES TO THE ANNUAL ACCOUNTS
Note 1. Allocation of net sales
Net sales and operating profit are allocated by business lines as follows:
<TABLE>
<CAPTION>
Net sales Operating profit
-------------------- -------------------
1997/1998 1996/19977 1997/1998 1996/1997
--------- ---------- --------- ---------
kSEK kSEK kSEK kSEK
<S> <C> <C> <C> <C>
The group
Cable TV activities.................... 248,998 242,894 6,754 9,796
The parent company..................... -- 226 (463) (5,494)
</TABLE>
Note 2. Purchases and sales between group companies
The group
Out of the total purchases and sales for the year kSEK 0 (1996/1997 kSEK
265) of the purchases and kSEK 0 (1996/1997 kSEK 265) of the sales concern
other group companies.
The parent company
Out of the total purchases and sales for the year kSEK 0 (1996/1997 kSEK
39) of the purchases and kSEK 0 (1996/1997 kSEK 226) of the sales concern other
group companies.
Note 3. Average number of employees, salaries, other remuneration and social
security costs
Average number of employees
<TABLE>
<CAPTION>
The group The parent company
------------------- -------------------
1997/1998 1996/1997 1997/1998 1996/1997
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Men..................................... 35 37 -- --
Women................................... 22 21 -- --
Total................................... 57 58 -- --
</TABLE>
Salaries, other remuneration and social costs:
<TABLE>
<CAPTION>
The group The parent company
------------------- -------------------
1997/1998 1996/1997 1997/1998 1996/1997
--------- --------- --------- ---------
kSEK kSEK kSEK kSEK
<S> <C> <C> <C> <C>
Board of directors and the managing
director
Salaries and other remuneration....... 1,202 1,128 -- --
of which is bonus..................... 196 185 -- --
Pension costs......................... 536 460 -- --
Other employees
Salaries and other remuneration....... 15,275 14,915 -- --
Total
Salaries and other remuneration....... 16,477 16,043 -- --
Social costs.......................... 7,649 7,501 -- --
of which pension costs................ 1,576 1,424 -- --
</TABLE>
Regarding the managing director, the company has not entered into an
employment agreement or agreement concerning compensation such as severance pay
or similar.
F-190
<PAGE>
SINGAPORE TELECOM INTERNATIONAL SVENSKA AB--STOCKHOLM
NOTES TO THE ANNUAL ACCOUNTS--(Continued)
Note 4. Intangible and tangible fixed assets
<TABLE>
<CAPTION>
The group The parent company
-------------------- -------------------
1997/1998 1996/1997 1997/1998 1996/1997
--------- --------- --------- ---------
kSEK kSEK kSEK kSEK
<S> <C> <C> <C> <C>
Goodwill
Opening acquisition value........... 478,129 478,129 -- --
Closing acquisition value........... 478,129 478,129 -- --
Opening accumulated depreciation.... (108,901) (61,088) -- --
Depreciation for the year........... (47,813) (47,813) -- --
-------- -------- --- ---
Closing accumulated depreciation.... (156,714) (108,901) -- --
Net book value according to plan.... 321,415 369,228 -- --
Equipment, tools, fixtures and
fittings of which:
1. Distribution plants
Acquisition value
Opening acquisition value........... 207,728 201,018 -- --
Purchases........................... 24,577 8,387 -- --
Sales and disposals................. -- (289) -- --
Reclassifications................... (573) (1,388) -- --
-------- -------- --- ---
Closing acquisition value........... 231,732 207,728 -- --
Depreciation according to plan
Opening accumulated depreciation.... (91,181) (62,650) -- --
Sales and disposals................. -- (79) -- --
Depreciation for the year........... (30,182) (28,452) -- --
-------- -------- --- ---
Closing accumulated depreciation.... (121,363) (91,181) -- --
Net book value according to plan.... 110,369 116,547 -- --
2. Equipment
Acquisition value
Opening acquisition value........... 9,988 8,571 -- --
Purchases........................... 541 1,591 -- --
Sales and disposals................. (10) (174) -- --
-------- -------- --- ---
Closing acquisition value........... 10,519 9,988 -- --
Depreciation according to plan
Opening accumulated depreciation.... (6,264) (5,592) -- --
Sales and disposals................. 8 476 -- --
Depreciation for the year........... (1,305) (1,148) -- --
Closing accumulated depreciation.... (7,561) (6,264) -- --
-------- -------- --- ---
Net book value according to plan.... 2,958 3,724 -- --
</TABLE>
F-191
<PAGE>
SINGAPORE TELECOM INTERNATIONAL SVENSKA AB--STOCKHOLM
NOTES TO THE ANNUAL ACCOUNTS--(Continued)
<TABLE>
<CAPTION>
The group The parent company
------------------- -------------------
1997/1998 1996/1997 1997/1998 1996/1997
--------- --------- --------- ---------
kSEK kSEK kSEK kSEK
<S> <C> <C> <C> <C>
Construction-in-progress and advanced
payments for tangible assets
Opening acquisition value............. 8,618 2,798 -- --
Purchases............................. 21,839 19,793 -- --
Reclassifications..................... (24,184) (13,973) -- --
Accumulated closing acquisition
value................................ 6,273 8,618 -- --
</TABLE>
Note 5. Other interest income, interest expense and similar items
<TABLE>
<CAPTION>
The group The parent company
------------------- -------------------
1997/1998 1996/1997 1997/1998 1996/1997
--------- --------- --------- ---------
kSEK kSEK kSEK kSEK
<S> <C> <C> <C> <C>
Interest income......................... 6,278 5,054 6 12
Interest expense........................ 22,187 27,477 22,169 27,460
</TABLE>
Interest income includes kSEK 0 (kSEK 0) income from other group companies.
Interest expense includes kSEK 22,168 (kSEK 27,457) expense from other
group companies.
Note 6. Tax on ordinary profit for the year
<TABLE>
<CAPTION>
The group The parent company
------------------- -------------------
1997/1998 1996/1997 1997/1998 1996/1997
--------- --------- --------- ---------
kSEK kSEK kSEK kSEK
<S> <C> <C> <C> <C>
Tax paid on the profit for the year
and earlier years.................... 6,936 7,978 -- --
Deferred taxes........................ 3,961 2,012 -- --
------ ----- --- ---
Total................................. 10,897 9,990 -- --
====== ===== === ===
</TABLE>
F-192
<PAGE>
SINGAPORE TELECOM INTERNATIONAL SVENSKA AB--STOCKHOLM
NOTES TO THE ANNUAL ACCOUNTS--(Continued)
Note 7. Current assets
Prepaid expenses and accrued income
<TABLE>
<CAPTION>
The group The parent company
------------------- -------------------
1997/1998 1996/1997 1997/1998 1996/1997
--------- --------- --------- ---------
kSEK kSEK kSEK kSEK
<S> <C> <C> <C> <C>
Prepaid rent........................... 427 322 -- --
Accrued interest income................ 450 198 -- --
Other.................................. 805 1 014 -- --
Total.................................. 1 682 1 534 -- --
Receivables from group companies
Receivable from StjarnTVnatet AB....... -- -- 14,747 17,378
</TABLE>
Note 8. Shareholders' equity
<TABLE>
<CAPTION>
Non- Profit/Loss
Share Restricted restricted for the
capital reserves reserves year
------- ---------- ---------- -----------
kSEK kSEK kSEK kSEK
<S> <C> <C> <C> <C>
The Group
Opening balance..................... 50,000 175,000 (38,773) (22,617)
Transfer of profit 1996/1997........ -- -- (22,617) 22,617
Unconditional shareholders'
contribution....................... -- -- 406,640 --
Loss for the year................... -- -- -- (20,052)
------ ------- ------- -------
Closing balance..................... 50,000 175,000 345,250 (20,052)
</TABLE>
<TABLE>
<CAPTION>
Profit Profit/loss
Share Statutory brought for the
capital reserve forward year
------- --------- ------- -----------
kSEK kSEK kSEK kSEK
<S> <C> <C> <C> <C>
The parent company
Opening balance......................... 50,000 175,000 8,238 --
Transfer of profit 1996/1997 according
to decision taken at the annual general
meeting of shareholders................ -- -- -- --
Unconditional shareholders'
contribution........................... -- -- 406,640 --
Net profit/loss for the year............ -- -- -- --
------ ------- ------- ------
Closing balance......................... 50,000 175,000 414,878 --
Each share represents one vote.
</TABLE>
F-193
<PAGE>
SINGAPORE TELECOM INTERNATIONAL SVENSKA AB--STOCKHOLM
NOTES TO THE ANNUAL ACCOUNTS--(Continued)
Note 9. Accrued expenses and deferred income
<TABLE>
<CAPTION>
The group The parent company
------------------- -------------------
1997/1998 1996/1997 1997/1998 1996/1997
--------- --------- --------- ---------
kSEK kSEK kSEK kSEK
<S> <C> <C> <C> <C>
Accrued costs of personnel.............. 2,420 2,136 -- --
Accrued program costs................... 4,382 3,516 -- --
Deferred income......................... 23,371 22,132 -- --
Other items............................. 7,349 8,551 25 1,066
------ ------ ----- -----
Total................................... 37,522 36,335 25 1,066
====== ====== ===== =====
</TABLE>
Note 10. Liabilities to group companies
<TABLE>
<CAPTION>
The group The parent company
------------------- -------------------
1997/1998 1996/1997 1997/1998 1996/1997
--------- --------- --------- ---------
kSEK kSEK kSEK kSEK
<S> <C> <C> <C> <C>
Promissory note loan STI Pte Ltd....... -- 400,000 -- 400,000
</TABLE>
Note 11. Contingent liabilities
<TABLE>
<CAPTION>
The group The parent company
------------------- -------------------
1997/1998 1996/1997 1997/1998 1996/1997
--------- --------- --------- ---------
kSEK kSEK kSEK kSEK
<S> <C> <C> <C> <C>
Conditional shareholders'
contribution......................... 98,550 98,550 -- --
Guarantees............................ 336 268 -- --
Royalty commitment.................... 11,107 10,425 -- --
------- ------- ----- -----
Total................................. 109,993 109,243 -- --
======= ======= ===== =====
</TABLE>
The subsidiary SpaceNet AB has earlier entered into a royalty agreement
with NUTEK and with Industrifonden, according to which the company is obliged
to pay royalty on certain sales until the end of the contract period in the
year 2000 for NUTEK and 2005 for Industrifonden. The royalty commitment
includes an annual interest estimate maximised to kSEK 11.107.
Note 12. Appropriations
<TABLE>
<CAPTION>
Parent company
-------------------
1997/1998 1996/1997
--------- ---------
kSEK kSEK
<S> <C> <C>
Group contribution
Received from StjarnTVnatet AB.............................. 22,626 32,942
</TABLE>
F-194
<PAGE>
SINGAPORE TELECOM INTERNATIONAL SVENSKA AB--STOCKHOLM
NOTES TO THE ANNUAL ACCOUNTS--(Continued)
Note 13. Participations in group companies
<TABLE>
<CAPTION>
Extent of holding Net book value
------------------ ---------------------------
Share of
Registration Registered Number of capital
no office shares in % 31 March 1998 31 March 1997
------------ ---------- --------- -------- ------------- -------------
kSEK kSEK
<S> <C> <C> <C> <C> <C> <C>
StjarnTVnatet AB........ 556000-4391 Stockholm 1,036,500 100 625,000 625,000
</TABLE>
Note 14. Annual accounts
Annual accounts regarding Singapore Telecom Ltd, registered in Singapore,
may be obtained from:
Singapore Telecommunications Limited
31 Exeter Road, Comcentre, Singapore
239732 Singapore
Stockholm, 29 May 1998
Bjorn Svedberg Bengt Halse Conni Jonsson
Chairman
Thomas von Koch Kjell Hellberg
Managing Director
Jane Norlander Anders Sandberg
Employee representative Employee representative
My audit report was submitted on 29 May, 1998.
Ulla Nordin Buisman
Authorised Public Accountant
PricewaterhouseCoopers
F-195
<PAGE>
(Translation from the Swedish original)
AUDITOR'S REPORT
To the annual general meeting of the shareholders of
SINGAPORE TELECOM INTERNATIONAL SVENSKA AB
(Org No 556497-8210)
I have audited the annual report, the consolidated financial statements, the
accounting records and the administration by the board of directors and the
managing director of Singapore Telecom International Svenska AB for the
financial year 1 April 1997--31 March 1998. These accounts and the
administration of the Company are the responsibility of the board of directors
and the managing director. My responsibility is to express an opinion on the
annual report, the consolidated financial statements and the administration
based on my audit.
I conducted my audit in accordance with generally accepted auditing standards
in Sweden. Those standards require that I plan and perform the audit to obtain
reasonable assurance that the annual report and the consolidated financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the annual
report and the consolidated financial statements. An audit also includes
assessing the accounting principles used and their application by the board of
directors and the managing director, as well as evaluating the overall
presentation of information in the annual report and the consolidated financial
statements. I examined significant decisions, actions taken and circumstances
of the Company in order to be able to determine the liability, if any, to the
Company of any board member or the managing director or whether they have in
any way acted in contravention of the Companies Act, the Annual Accounts Act or
the Articles of Association. I believe that my audit provides a reasonable
basis for my opinion set out below.
In my opinion the annual report and the consolidated financial statements have
been prepared in accordance with the Annual Accounts Act.
I recommend that the income statements and the balance sheets of the parent
company and the Group be adopted and that the unappropriated earnings of the
parent company be dealt with in accordance with the proposal in the
administration report.
In my opinion, the members of the board of directors and the managing director
have not committed any act or been guilty of any omission, which could give
rise to any liability to the Company.
I recommend that the members of the board of directors and the managing director
be discharged from liability for the financial year.
Stockholm, 29 May 1998
Ulla Nordin Buisman
Authorised Public Accountant
F-196
<PAGE>
SINGAPORE TELECOM INTERNATIONAL SVENSKA AB--STOCKHOLM
Reconciliation of Significant Differences between US and Swedish generally
accepted accounting principles
The group's consolidated financial statements are prepared in accordance
with accounting principles generally accepted in Sweden (Swedish GAAP), which
differ in some respects from the accounting principles generally accepted in
the United States (U.S. GAAP).
The principal differences between Swedish GAAP and U.S. GAAP that affect
the net loss, and total equity as of and for the years ended March 31, 1998 and
1997 are presented below together with explanations of certain additional
differences.
<TABLE>
<CAPTION>
For the years ended
March 31,
----------------------
1998 1997
---------- ----------
(in thousands of SEK)
<S> <C> <C>
Reconciliation of net loss
Net loss reported under Swedish GAAP.................. (20,052) (22,617)
U.S. GAAP adjustments:
Leases................................................ (9,853) (9,341)
Goodwill.............................................. (882) (882)
Tax effect of U.S. GAAP adjustments................... 2,759 2,615
---------- ----------
Net loss under US GAAP................................ (28,028) (30,225)
========== ==========
<CAPTION>
For the years ended
31 March
----------------------
1998 1997
---------- ----------
(in thousands of SEK)
<S> <C> <C>
Reconciliation of equity
Total equity reported under Swedish GAAP.............. 550,198 163,610
U.S. GAAP adjustments:
Leases................................................ (30,555) (20,702)
Goodwill.............................................. (2,866) (1,984)
Tax effect of U.S. GAAP adjustments................... 8,555 5,796
---------- ----------
Total equity under US GAAP............................ 525,332 146,720
========== ==========
</TABLE>
Leases
The Group entered into lease agreements for certain strategic equipment
beginning on January 1, 1993. These leases have, in accordance with Swedish
GAAP, been treated as operating leases. For US GAAP purposes, these leases meet
the capitalization criteria in accordance with SFAS 13 and thus have been
treated as financial leases and have been capitalized. The capitalized leases
have been recorded as an asset and the corresponding obligation as a liability
at their net present value of future minimum lease payments in the US GAAP
reconciliation. Depreciation has been computed principally using the straight-
line method over the estimated useful lives of the assets of 20 years.
Goodwill
StjarnTVnatet AB, a wholly-owned subsidiary of Singapore Telecom International
Svenska AB ("STI"), maintains the lease as described above. Since neither these
leased assets nor lease liabilities were included in the statutory accounts of
StjarnTVnatet AB, these assets and liabilities were not considered
F-197
<PAGE>
SINGAPORE TELECOM INTERNATIONAL SVENSKA AB--STOCKHOLM
when determining the fair value of the acquired StjarnTVnatet assets and
liabilities on December 20, 1994. The excess of the acquired lease obligations
over the fair value of the leased assets would have reduced the net assets
acquired and thus increased the acquisition goodwill under US GAAP. This
increase in goodwill has been recorded as a US GAAP adjustment and depreciated
over its ten year estimated useful life.
Cash flow information
US GAAP requires that a statement of cash flows according to SFAS 95 Statement
of Cash Flows be included as part of the financial statements. Swedish
accounting standards allow the presentation of a Funds Statement. The main
difference between the statement of cash flow prepared in accordance with US
GAAP and the Funds Statement presented in the Singapore Telecom International
Svenska AB financial statements is the following:
The US GAAP cash flows statement reports changes in cash and cash equivalents
which include short-term highly liquid investments with an original maturity of
three months or less but excludes bank overdrafts. The STI financial statements
define cash and cash equivalents as cash in hand and deposits repayable on
demand.
The table below has been included to present cash flow totals from operating,
investing and financing activities in line with SFAS 95 for the years ended
March 31, 1998 and 1997. Adjustments from the Swedish cash flow include (a) a
reclassification of the change in investments included in cash flows from
investing activities to a change in cash and cash equivalents and (b) the
effects of the adjustment related to the capitalization of leases.
Under a US GAAP presentation, the following amounts would have been reported:
<TABLE>
<CAPTION>
For the years ended
March 31
----------------------
1998 1997
---------- ----------
(in thousands of SEK)
<S> <C> <C>
Net cash provided operating activities.................. 66,131 59,514
Net cash used in investing activities................... (22,198) (14,344)
Net cash used in financing activities................... (3,820) (3,166)
Net increase in cash and cash equivalents............... 40,113 42,004
Cash and cash equivalents at beginning of year.......... 127,453 85,449
Cash and cash equivalents at end of year................ 167,566 127,453
</TABLE>
Non-cash financing activities:
The Company's shareholder, STI Pte Ltd, forgave its long term promissory
note of 400,000,000 SEK and accrued interest of 6,640,000 SEK due from the
Company. The Company has treated this transaction as a reduction of liabilities
to group companies and an increase to non-restricted reserves (equity).
New U.S. accounting standards not yet adopted
In June 1997, the FASB issued SFAS No. 130 Reporting Comprehensive Income
and is effective for fiscal years beginning after 15 December 1997.
Reclassification of financial statements for earlier periods provided for
comparative purposes is required. This standard requires that all items that
are required to be recognized under accounting standards as components of
comprehensive income be reported in a financial statement that is displayed
with the same prominence as other financial statements. It requires
F-198
<PAGE>
SINGAPORE TELECOM INTERNATIONAL SVENSKA AB--STOCKHOLM
that an enterprise (a) classify items of comprehensive income by their nature
in a financial statement and (b) display the accumulated balance of other
comprehensive income separately from retained earnings and additional paid-in-
capital in the equity section of a statement of financial position. Management
believes that the Company currently does not have items of a material nature
that would require presentation in a separate statement of comprehensive
income.
F-199
<PAGE>
Report of Independent Public Accountants Reconciliation of Significant
Differences between US and Swedish Generally Accepted Accounting Principles
To the Board of Directors of StjarnTVnatet AB (formerly Singapore Telecom
International Svenska AB)
Our audit of the consolidated financial statements of Singapore Telecom
International Svenska AB referred to in our report dated May 29, 1998 appearing
on page F-193 of this filing on Form S-1 also includes an audit of the
accompanying Reconciliation of Significant Differences between US and Swedish
Generally Accepted Accounting Principles. In our opinion, this reconciliation
presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements.
PricewaterhouseCoopers Stockholm, Sweden September 17, 1999
F-200
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders
SBS Broadcasting SA
We have audited the accompanying consolidated balance sheets of SBS
Broadcasting SA (formerly Scandinavian Broadcasting System SA) as of December
31, 1997 and 1998 and the related consolidated statements of operations,
comprehensive income, shareholders' equity (deficit) and cash flows for each of
the three years in the period ended December 31, 1998. These financial
statements are the responsibility of the company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of SBS
Broadcasting SA at December 31, 1997 and 1998 and the consolidated results of
its operations and its cash flows for each of the three years in the period
ended December 31, 1998, in conformity with accounting principles generally
accepted in the United States of America.
ERNST & YOUNG
Statsautoriseret Revisionsaktieselskab
Copenhagen, Denmark
February 26, 1999
F-201
<PAGE>
SBS BROADCASTING SA
CONSOLIDATED BALANCE SHEETS
(in thousands of U.S. Dollars)
<TABLE>
<CAPTION>
December 31,
-------------------- June 30,
1997 1998 1999
--------- --------- -----------
(unaudited)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and short-term cash investments....... $ 91,596 $ 63,381 $ 52,252
Short-term investments, at market value.... 46,134 45,525 14,006
Accrued interest receivable................ 216 109 36
Accounts receivable trade, net of allowance
for doubtful accounts of $1,550 in 1998
($1,046 in 1997).......................... 50,799 59,760 53,782
Accounts receivable, associated companies.. 1,766 639 6,224
Restricted cash and cash in escrow......... 1,710 1,291 1,306
Program rights inventory, current.......... 66,934 74,443 64,472
Other current assets....................... 11,753 8,833 16,910
--------- --------- ---------
Total current assets....................... 270,908 253,981 208,988
Buildings, equipment and improvements, net
of accumulated depreciation............... 25,457 24,180 20,922
Program rights inventory, noncurrent....... 29,500 45,244 62,163
Intangible assets, net of accumulated
amortization.............................. 63,448 59,712 52,461
Deferred financing cost, net of accumulated
amortization.............................. 7,699 6,872 6,389
Investments in unconsolidated
subsidiaries.............................. 10,191 11,553 12,101
Notes receivable........................... 8,749 8,112 8,152
Other assets............................... 11,608 18,167 28,988
--------- --------- ---------
Total assets............................... $ 427,560 $ 427,821 $ 400,164
========= ========= =========
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable........................... $ 26,831 $ 15,805 $ 19,051
Accrued expenses........................... 37,419 42,006 40,716
Program rights payable, current............ 44,141 45,370 50,041
Notes payable, current..................... 11,918 9,463 6,574
Current portion of long-term debt.......... 3,317 2,627 2,346
Deferred income............................ 622 2,599 4,719
--------- --------- ---------
Total current liabilities.................. 124,248 117,870 123,447
Program rights payable, noncurrent......... 12,766 25,550 21,642
Convertible subordinated debentures and
notes..................................... 230,250 230,250 230,250
Other long-term debt....................... 53,116 51,014 47,915
Other noncurrent liabilities............... 10,211 15,756 17,621
Minority interests......................... 9,832 5,356 732
Shareholders' deficit:
Common shares (authorized 75,000, issued
13,829 (1997) and 14,933 (1998) at par
value $1.50).............................. 20,744 22,400 22,410
Additional paid-in capital................. 171,679 197,135 197,219
Accumulated deficit........................ (196,258) (229,977) (245,130)
Unearned compensation...................... (318) (22) --
Treasury Stock at cost (48 Common Shares).. -- (1,154) (1,154)
Other comprehensive income................. (8,710) (6,357) (14,788)
--------- --------- ---------
Total shareholders' deficit................ (12,863) (17,975) (41,443)
--------- --------- ---------
Total liabilities and shareholders'
deficit................................... $ 427,560 $ 427,821 $ 400,164
========= ========= =========
</TABLE>
F-202
<PAGE>
SBS BROADCASTING SA
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands of U.S. Dollars, except share and per share data)
<TABLE>
<CAPTION>
Six months ended
Years Ended December 31, June 30,
---------------------------- -----------------------
1996 1997 1998 1998 1999
-------- -------- -------- ----------- -----------
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C>
Net revenue............. $182,434 $242,838 $350,535 $ 166,639 $195,342
Operating expenses:
Station operating
expenses............. 179,563 204,316 263,484 126,753 143,903
Selling, general and
administrative
expenses............. 50,266 55,190 68,779 30,799 39,345
Corporate expenses.... 7,822 9,177 9,576 4,261 5,111
Non-cash
compensation......... -- 2,676 1,142 325 22
Depreciation.......... 8,045 9,839 9,484 4,787 4,588
Amortization.......... 3,652 5,060 9,790 4,861 4,971
-------- -------- -------- --------- --------
Total operating
expenses........... 249,348 286,258 362,255 171,786 197,940
-------- -------- -------- --------- --------
Operating loss.......... (66,914) (43,420) (11,720) (5,147) (2,598)
Equity in loss of
unconsolidated
subsidiaries........... (1,301) (3,150) (3,536) (530) (2,314)
Interest income......... 7,368 3,469 6,318 3,038 1,809
Interest expense........ (13,221) (14,333) (24,708) (11,688) (11,677)
Foreign exchange losses,
net.................... (193) (4,665) (3,202) (3,830) (4,839)
Investment losses, net.. -- (801) 376 33 388
Other income (expense),
net:
Sale of shares in
TVNorge.............. 615 6,262 -- -- --
Sale of shares in MTV
Oy................... -- 2,814 -- -- --
Other................. (1,202) (1,863) (2,638) (568) 293
-------- -------- -------- --------- --------
Loss before income
taxes and minority
interest............. (74,848) (55,687) (39,110) (18,692) (18,938)
Income taxes and
income tax benefit,
net................ (250) (29) (636) (187) (266)
-------- -------- -------- --------- --------
Loss before minority
interest............. (75,098) (55,716) (39,746) (18,879) (19,204)
Minority interest in
losses, net............ 7,559 11,866 6,027 4,913 4,051
-------- -------- -------- --------- --------
Net loss................ $(67,539) $(43,850) $(33,719) $ (13,966) $(15,153)
======== ======== ======== ========= ========
Net loss per common
share, basic and
diluted................ $ (4.96) $ (3.18) $ (2.30) $ (0.97) $ (1.01)
======== ======== ======== ========= ========
Average common shares
outstanding (in
thousands)............. 13,605 13,780 14,677 14,426 14,890
======== ======== ======== ========= ========
</TABLE>
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands of U.S. Dollars)
<TABLE>
<CAPTION>
Six months ended June
Years ended December 31, 30,
---------------------------- -----------------------
1996 1997 1998 1998 1999
-------- -------- -------- ----------- -----------
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C>
Net income (loss)........ $(67,539) $(43,850) $(33,719) $(13,966) $(15,153)
Currency translation
adjustment............ (4,922) (12,089) 3,223 (1,111) (9,255)
Unrealized holding
gains during period... 1,994 2,534 1,472 240 1,223
Less: reclassification
adjustment for gains
included in net
income................ (1,422) (1,896) (2,342) (211) (399)
-------- -------- -------- -------- --------
Comprehensive net income
(loss).................. $(71,889) $(55,301) $(31,366) $(15,048) $(23,584)
======== ======== ======== ======== ========
</TABLE>
F-203
<PAGE>
SBS BROADCASTING SA
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
(in thousands of U.S. Dollars)
<TABLE>
<CAPTION>
Additional Other
Common Paid-In Accumulated Unearned Treasury Comprehensive
Shares Capital Deficit Compensation Stock Income Total
------- ---------- ----------- ------------ -------- ------------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31,
1995................... $20,364 $139,930 $ (84,869) $ -- $ -- $ 7,091 $ 82,516
Unrecognized gain on
sale of 30.0% of
SBS6.................. -- 22,150 -- -- -- -- 22,150
Issuance of 95,000
common shares in
connection with the
acquisition of a
convertible note in
Kanal A............... 142 2,206 -- -- -- -- 2,348
Currency translation
adjustment............ -- -- -- -- -- (4,922) (4,922)
Change in unrecognized
loss on short-term
investments........... -- -- -- -- -- 572 572
Net loss............... -- -- (67,539) -- -- -- (67,539)
------- -------- --------- ------ ------- -------- --------
Balance at December 31,
1996................... $20,506 $164,286 $(152,408) $ -- $ -- $ 2,741 $ 35,125
Grant of options for
175,000 common
shares................ -- 188 -- (188) -- -- --
Exchange of options for
91,462 common shares
(Note 9).............. -- 2,195 -- (2,195) -- -- --
Option and share
compensation.......... -- -- -- 2,065 -- -- 2,065
Issuance of 158,028
common shares in
exchange for cash in
connection with the
Rete Mia acquisition.. 238 2,230 -- -- -- -- 2,468
Reduction of exercise
price of the 1,000,000
Paramount warrants
issued in 1995........ -- 2,780 -- -- -- -- 2,780
Currency translation
adjustment............ -- -- -- -- -- (12,089) (12,089)
Change in unrecognized
gain (loss) on short-
term investments...... -- -- -- -- -- 638 638
Net loss............... -- -- (43,850) -- -- -- (43,850)
------- -------- --------- ------ ------- -------- --------
Balance at December 31,
1997................... $20,744 $171,679 $(196,258) $ (318) $ -- $ (8,710) $(12,863)
Exchange of options for
91,462 common shares.. 137 (137) -- -- -- -- --
Issuance of 30,150
common shares in
connection with option
and share
compensation.......... 46 693 -- -- -- -- 739
Amortization of
unearned
compensation.......... -- -- -- 296 -- -- 296
Exercise of warrants
for 500,000 common
shares................ 750 11,433 -- -- -- -- 12,183
Issuance of 482,285
common shares in
public offering....... 723 13,467 -- -- -- -- 14,190
Purchase of treasury
stock 47,500 common
shares................ -- -- -- -- (1,154) -- (1,154)
Currency translation
adjustment............ -- -- -- -- -- 3,223 3,223
Change in unrecognized
gain (loss) on short-
term investments...... -- -- -- -- -- (870) (870)
Net loss............... -- -- (33,719) -- -- -- (33,719)
------- -------- --------- ------ ------- -------- --------
Balance at December 31,
1998................... $22,400 $197,135 $(229,977) $ (22) $(1,154) $ (6,357) $(17,975)
Unaudited:
Exercise of options as
to 7,000 common
shares................ 10 84 -- -- -- -- 94
Amortization of
unearned
compensation.......... -- -- -- 22 -- -- 22
Currency translation
adjustment............ -- -- -- -- -- (9,255) (9,255)
Change in unrecognized
gain on short-term
investments........... -- -- -- -- -- 824 824
Net loss............... -- -- (15,153) -- -- -- (15,153)
------- -------- --------- ------ ------- -------- --------
Balance at June 30,
1999................... $22,410 $197,219 $(245,130) $ -- $(1,154) $(14,788) $(41,443)
======= ======== ========= ====== ======= ======== ========
</TABLE>
F-204
<PAGE>
SBS BROADCASTING SA
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of U.S. Dollars)
<TABLE>
<CAPTION>
Six months ended
Years Ended December 31, June 30,
---------------------------- -----------------------
1996 1997 1998 1998 1999
-------- -------- -------- ----------- -----------
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C>
Cash flows from operating
activities:
Net loss................ $(67,539) $(43,850) $(33,719) $(13,966) $(15,153)
Adjustments to reconcile
net loss to net cash
provided by (used in)
operating activities:
Depreciation and
amortization........... 11,697 14,899 19,274 9,648 9,559
Equity in (income) loss
of unconsolidated
subsidiaries, net of
distributions
received............... 962 (1,880) (1,678) (2,397) 239
Non-cash interest
expense................ 525 612 2,011 488 508
Unrealized exchange loss
on long-term debt...... -- -- 2,847 -- 1,134
Non-cash other income,
net.................... (1,513) (9,076) -- -- --
Non-cash compensation... -- 2,676 1,142 325 22
Net loss (gain) on sale
of short-term
investments............ -- 801 (376) (33) (388)
Minority interest in
loss................... (7,559) (11,866) (6,027) (4,913) (4,051)
Changes in operating
assets and liabilities,
net of amounts
acquired:
Accounts receivable..... (10,463) (25,409) (7,708) (7,189) (5,477)
Program rights
inventory, net......... (8,435) (11,137) (8,597) (101) (10,460)
Other current assets.... (2,211) 1,762 4,645 (540) (7,800)
Other noncurrent
assets................. 81 (4,591) (5,976) (3,605) (14,375)
Accounts payable and
accrued expenses....... 17,116 19,989 (5,487) (6,474) 6,158
Deferred income......... (256) (462) 1,966 1,081 2,369
Other liabilities....... -- 5,402 7,150 (950) 4,590
-------- -------- -------- -------- --------
Cash provided by (used
in) operating
activities............. (67,595) (62,130) (30,533) (28,626) (33,125)
-------- -------- -------- -------- --------
Cash flows from investing
activities:
Purchases of short-term
investments............ -- (61,858) (139,632) (85,276) --
Sales and maturities of
short-term
investments............ -- 28,626 139,748 51,246 32,735
Cash capital
expenditures........... (6,274) (15,516) (11,616) (6,871) (4,306)
Net proceeds from sale
of unconsolidated
companies.............. -- 3,968 -- -- --
Net proceeds from sale
of minority interests.. 42,686 8,599 -- -- --
Payment to purchase
notes receivable....... (7,846) (1,740) -- -- --
Payment for purchase of
acquired businesses,
net of cash acquired... (5,933) (31,549) (7,848) (1,824) --
-------- -------- -------- -------- --------
Cash provided by (used
in) in investing
activities............. 22,633 (69,470) (19,348) (42,725) 28,429
-------- -------- -------- -------- --------
Cash flows from financing
activities:
Net change in short-term
borrowings............. 13,532 180 (3,043) 548 (1,977)
Proceeds from issuance
of convertible
subordinated debentures
and notes.............. -- 75,000 -- 26,507 94
Deferred financing
costs.................. -- (2,733) -- -- --
Proceeds from issuance
of common shares in
subsidiaries........... -- 8,841 1,259 -- --
Proceeds from issuance
of long-term debt...... 11,820 44,516 -- -- 404
Proceeds from exercise
of warrant............. -- -- 12,183 -- --
Proceeds from issuance
of common shares....... -- 2,468 14,190 -- --
Purchase of treasury
stock.................. -- -- (1,154) -- --
Net change in restricted
cash and cash in
escrow................. 25 (1,280) 419 368 (15)
Payment of long-term
debt................... (1,205) -- (1,815) (172) (1,628)
Payment of capital lease
obligations............ (973) (966) (1,012) (473) (277)
-------- -------- -------- -------- --------
Cash provided by
financing activities... 23,199 126,026 21,027 26,778 (3,399)
-------- -------- -------- -------- --------
Effect of exchange rate
changes on short-term
cash investments....... (1,922) (4,900) 639 847 (3,034)
Net change in short-term
cash investments....... (23,685) (10,474) (28,215) (43,726) (11,129)
Cash and short-term cash
investments, beginning
of period.............. 125,755 102,070 91,596 91,596 63,381
-------- -------- -------- -------- --------
Cash and short-term cash
investments, end of
period................. $102,070 $ 91,596 $ 63,381 $ 47,870 $ 52,252
======== ======== ======== ======== ========
Cash paid for interest.. $ 12,636 $ 13,118 $ 23,928
======== ======== ========
Cash paid for taxes..... $ -- $ 251 $ 675
======== ======== ========
</TABLE>
F-205
<PAGE>
SBS BROADCASTING SA
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of U.S. Dollars)
Noncash investing and financing activities:
1996
The Company issued 95,000 Common Shares in exchange for a subordinated note
convertible into 33.0% of the share capital of Kanal A in Slovenia.
The Company entered into a capital lease for studio equipment recorded at
NLG 5,680,000 ($3,421,000).
F-206
<PAGE>
SBS BROADCASTING SA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
Organization and Basis of Presentation
SBS Broadcasting SA (the "Company" or "SBS") was formed in Luxembourg in
1989 and commenced operations in 1990. The Company was organized to acquire and
operate commercial television stations in Scandinavia and other areas in
Europe, and has expanded its operations to include commercial radio stations.
The consolidated financial statements include the accounts of the Company and
its subsidiaries in which the Company has management control in Sweden,
Denmark, Norway, Finland, Flemish Belgium, the Netherlands, Hungary and
Luxembourg. The Company accounts for its other investments in 20%-50% owned
subsidiaries under the equity method.
All intercompany transactions and balances have been eliminated.
Reporting Currency
The Company prepares its financial statements in United States dollars.
Under Luxembourg law, the Company has elected to file its statutory financial
statements and to pay dividends in United States dollars.
Currency Translation
The functional currency of the Company's subsidiaries and its equity
investees is the local currency of the country in which the subsidiaries and
investees conduct their operations. Balance sheet accounts are translated from
the local currencies into United States dollars at the year-end exchange rate
and items in the statements of operations are translated at the average
exchange rate. Resulting translation adjustments are charged or credited to
other comprehensive income. Translation adjustments arising from intercompany
financing of a long-term investment nature are accounted for similarly. Some
transactions of the Company and its subsidiaries are made in currencies
different from their functional currency. Gains and losses from these
transactions are included in operations.
Forward Exchange Contracts
From time to time the Company enters into forward exchange contracts to
minimize the short-term impact of foreign currency fluctuations on assets,
liabilities and firm commitments denominated in currencies other than the
functional currency of the reporting entity. The Company's foreign exchange
contracts amounted to $23,102,000 and $19,351,000 at December 31, 1997 and
1998, respectively. Gains and losses on assets and liabilities are recognised
in net income in the period in which exchange rate changes occur, in accordance
with the requirements of Statement of Financial Accounting Standards No. 52
"Foreign Currency Translation". Gains and losses on hedge contracts on firm
commitments are deferred and recognized in net income in the period in which
the commitments are expensed.
Start-up Expenses
Start up expenses are expensed as incurred.
Risks and Uncertainties
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
The Company provides advertising air-time to national, regional and local
advertisers within the geographic areas in which the Company operates. Credit
is extended based on an evaluation of the customer's financial condition, and
generally advance payment is not required. Anticipated credit losses are
provided for in the consolidated financial statements and consistently have
been within management's expectations.
F-207
<PAGE>
SBS BROADCASTING SA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
The Company's broadcasting operations generate revenues primarily in
Norwegian kroner, Swedish kronor, Danish kroner, Finnish mark, Belgian franc,
Dutch guilder and Hungarian forint and incur substantial operating expenses in
these and other foreign currencies. The Company also incurs substantial
operating expenses for programming in United States dollars and other foreign
currencies. Fluctuations in the value of foreign currencies may cause United
States dollar translated amounts to change in comparison with previous periods.
Cash and Short-Term Cash Investments
Cash and short-term cash investments represent cash and short-term deposits
with maturities of less than three months at the time of purchase.
Short-Term Investments
At December 31, 1997 and 1998, the Company had short-term investments of
$46,134,000 and $45,525,000, respectively, which were classified as available-
for-sale. The short-term investments are comprised of equity securities and US
Floating Rate Notes with maturities ranging from one to 32 years. The Company
has applied the provisions of Statement of Financial Accounting Standards No.
115 "Accounting for Certain Investments in Debt and Equity Securities" in all
periods presented.
The following is a summary of available-for-sale securities:
<TABLE>
<CAPTION>
Currency Gross Estimated
Translation Unrealized Fair
Cost Adjustment Gain/(Loss) Value
------- ----------- ----------- ---------
<S> <C> <C> <C> <C>
December 31, 1997:
US Floating Rate Notes........... $39,953 $-- $ (14) $39,939
US Treasury Notes................ 3,080 -- 9 3,089
German Government Bonds.......... 3,082 14 10 3,106
------- ---- ----- -------
$46,115 $ 14 $ 5 $46,134
======= ==== ===== =======
December 31, 1998:
US Floating Rate Notes........... $44,469 $-- $(467) $44,002
Equity securities................ 1,907 -- (384) 1,523
------- ---- ----- -------
$46,376 $-- $(851) $45,525
======= ==== ===== =======
</TABLE>
Program Rights
Program rights and the related liabilities are recorded at their gross
value when the license period begins and the programs are available for use.
These rights are either expensed when the program is aired or amortized on an
accelerated basis when the Company is entitled to more than one airing. Program
rights are classified as current or noncurrent based on anticipated usage in
the following year. The related program rights liability is classified as
current or noncurrent based on the payment terms of the related license
agreements.
Buildings, Equipment and Improvements
Buildings, equipment and improvements are carried at cost. Buildings are
depreciated on a straight-line basis over a period of up to 50 years. Equipment
is depreciated on a straight-line basis over its expected useful life at rates
varying between 20% and 33% per annum. Leasehold improvements are amortized
over the shorter of their expected lives or the noncancelable term of the
lease.
Intangible Assets
Goodwill, representing the excess of the cost of acquired businesses over
the fair values assigned to assets and liabilities acquired, is amortized over
a 20-year period. Broadcasting licenses and other intangible assets are carried
at cost and amortized on a straight-line basis over the terms of the licenses.
F-208
<PAGE>
SBS BROADCASTING SA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
The carrying values of goodwill and other long-lived assets are reviewed
periodically to determine whether they may have become impaired. If this
review indicates that goodwill and other long-lived assets will not be
recoverable, as determined based on the undiscounted cash flows of the entity
acquired over the remaining amortization period, the Company's carrying value
of the goodwill and other long-lived assets is reduced by the difference
between the carrying amount and the estimated fair value. All of the Company's
goodwill and other long-lived assets have been ascribed to its operating
entities.
Revenue Recognition
The Company recognizes revenue for advertising time sold in the period in
which the advertisement airs and for the sale of air-time (use of transmission
capability) in the period in which it is provided.
Barter Transactions
Barter transactions represent the exchange of commercial air time for
programming, merchandise or services. The transactions are recorded at the
fair market value of the asset received or service rendered. Barter revenues
for the years ended December 1996, 1997 and 1998 were $8,024,000, $7,199,000
and $12,330,000, respectively.
Comparable amounts are recorded as expenses, subject to timing differences.
Advertising
Advertising costs are expensed as incurred. Advertising expense totaled
$16,349,000, $19,684,000 and $23,211,000 in 1996, 1997 and 1998, respectively.
Income Taxes
The Company accounts for income taxes using the liability method. Deferred
tax assets and liabilities are recognized for the expected future tax
consequences of events that have been recognized in the financial statements
or tax returns.
Earnings Per Share
In 1998, the Financial Accounting Standards Board issued Statement No. 128,
Earnings per Share. Statement 128 replaced the calculation of primary and
fully diluted earnings per share with basic and diluted earnings per share.
Unlike primary earnings per share, basic earnings per share excludes any
dilutive effects of options, warrants and convertible securities. Diluted
earnings per share is similar to the previously reported fully diluted
earnings per share. All earnings per share amounts for all periods have been
restated to conform to the Statement 128 requirements.
Stock Options
The Company has elected to follow Accounting Principles Board Opinion No.
25, "Accounting for Stock issued to Employees" (ABP 25) and related
Interpretations in accounting for its employee stock options.
Other Post-Retirement and Post-Employment Benefits
The Company does not provide its employees with post-retirement and post-
employment benefits.
Impact of Recently Issued Accounting Standards
In June 1998, the Financial Accounting Standards Board issued Statement No.
133, Accounting for Derivative Instruments and Hedging Activities, which is
required to be adopted in years beginning after June 15, 1999. Management does
not anticipate that the adoption of the new Statement will have a significant
effect on earnings or the financial position of the Company.
F-209
<PAGE>
SBS BROADCASTING SA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
2. Acquisitions, Dispositions and Start-up Operations
Norway
Effective March 1, 1996, the Company sold 33.3% of TVNorge to Schibsted for
NOK 133,000,000 ($20,525,000). In connection with this transaction, the Company
agreed to pay a distribution fee to Schibsted and A-Pressen of up to NOK
72,000,000 for providing assistance in getting affiliated stations to sign up
with TVNorge in order for TVNorge to increase its distribution. The
distribution fee paid or to be paid is based on TVNorge's increase in
distribution, and the Company expensed NOK 40,000,000 ($6,192,000),
NOK 20,828,000 ($2,946,000) and NOK 7,447,000 ($986,000) in 1996, 1997 and
1998, respectively. Also, in 1996 the Company expensed NOK 20,078,000
($3,108,000) for defined costs, which the Company agreed to absorb, relating to
TV Pluss, at that time, a subsidiary of Schibsted. The net gain of NOK
3,971,000 ($615,000) on the sale of 33.3% of TVNorge was recorded in 1996 as
other income.
In April 1996, the Company granted A-Pressen an option to purchase 16% of
TVNorge from the Company which was exercised in March 1997. The cash purchase
price was NOK 81,624,000 ($11,500,000) including interest of 6% per year for
the period March 1, 1996 until the payment of the purchase price. A net gain of
NOK 44,271,000 ($6,262,000) was recorded in 1997 as other income.
In May 1997, TVNorge entered into a definitive cooperation agreement with
TV2, a national television station in Norway. Under the agreement, TV2 assumed
primary responsibility for programming of TVNorge with the objective of
creating two distinct and complementarily branded national stations. TV2 has
guaranteed TVNorge specific audience levels for the calendar years 1998-2001
and contributed NOK 40,000,000 ($5,657,000) towards TVNorge's local station
costs in 1997. The NOK 40,000,000 was recorded as revenue in TVNorge's results
of operations in 1997.
In June 1997, TV2 acquired 49.3% of the shares in TVNorge from Schibsted
and A-Pressen, as a consequence of which SBS owns 50.7% and TV2 owns 49.3% of
TVNorge.
Sweden
Kanal 5. In September 1995, SBS acquired the remaining 25% of Kanal 5 not
previously owned by the Company for SEK 47,500,000 ($6,819,000), of which SEK
35,000,000 ($5,000,000) was paid in 1995 and the remaining SEK 12,500,000
($1,617,000) was paid in April 1998. The Company's obligation to pay contingent
purchase price based on earnings did not become payable.
GE Program Group. On August 1, 1993, the Company acquired 30% of the Common
Shares of GE Program Group. The 70% shareholder of GE Program Group has the
right to exercise a call option over a five year period ending December 31,
1999, to acquire the Company's 30% shareholding in GE Program Group at a fixed
price of SEK 53,125,000, plus a compounded annual interest of 25% based on the
Company's original acquisition price of SEK 42,500,000 calculated from August
15, 1993.
The Company provides management services to GE Program Group. The charge
for such services was $671,000, $577,000, and $569,000 for 1996, 1997 and 1998,
respectively.
Radio Operations. In March 1998 the Company finalized its acquisition of
the operating entities Radio City in Malmoe and Gothenburg for an approximate
amount of SEK 14,500,000 ($1,795,000) bringing its ownership to 100% of both
stations, and in November 1998, the Company acquired the remaining 51% of Radio
Klassiska Hits in Stockholm for SEK 24,781,000 ($3,073,612) bringing its
ownership of this operating entity to 100%. The Company also owns 100% of Radio
City in Stockholm.
F-210
<PAGE>
SBS BROADCASTING SA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Finland
In the period from 1994 to 1997, the Company acquired interests in five
radio operations in Finland for an aggregate amount FIM 53,829,000
($10,939,000). Hereafter, the Company owns 100% of: Radio Sata in Turku, Radio
Mega in Oulu and Radio 957 in Tampere and owns 90.3% of Radio City FM in
Helsinki and 92.7% of Radio KISS FM.
In March 1997, the Company sold its 3% interest in MTV Oy, Finland, for FIM
20,059,800 ($3,968,000) realizing a net gain of ($2,814,000) recorded as other
income.
All of the above acquisitions were accounted for under the purchase method.
The acquired entities were included in the financial statements of the Company
from the dates of their acquisitions.
Flemish Belgium
In the second half of 1994, the Company formed VT4 Limited ("VT4"), a
Dutch-language television channel, which is transmitted by satellite from the
UK and is carried by all the cable systems in Flemish Belgium. VT4 began
broadcasting in February 1995.
The Netherlands
In August 1995, the Company launched SBS6, a 100% owned satellite-to-cable
television channel. In May 1996, De Telegraaf acquired a 30% interest in SBS6
for NLG 55,000,000 ($32,164,000). The gain of $22,150,000 on this transaction
was recorded as a capital contribution as prescribed under Staff Accounting
Bulletin No. 84 with respect to sales of stock of subsidiaries when the
subsidiary is newly-formed.
Italy
In January 1997, the Company acquired 10.1% of Rete Mia, a national over-
the- air television network in Italy. The purchase price was $7,617,000, of
which $5,117,000 was paid in cash and approximately $2,500,000 was paid in
exchange for 158,028 Common Shares. The Company has been granted options to
acquire the remaining 89.9% of Rete Mia, in whole or in part, for a total price
of $75,000,000, which is payable, at the Company's option, in Italian lira at a
fixed exchange rate.
The Company has entered into a loan and option agreement with the owners of
FINELCO, which owns and operates RETE 105, a national radio network in Italy.
As of December 31, 1998, the Company had advanced $7,336,000 to the owners of
FINELCO and incurred an additional $759,000 of capitalized expenses relating to
such agreements. The prospective sellers under such agreements have refused to
consummate the transactions contemplated thereby. The Company has therefore
commenced proceedings in Italy seeking to enforce such agreements and has
obtained certain prejudgment remedies.
Hungary
In June 1997, TV2, a company established by the Company and MTM, was
awarded a broadcast license. TV2, the first commercial station in Hungary was
launched in October 1997. The Company projects the aggregate capital
requirement for TV2 will be approximately $40,000,000 during the start-up phase
of which $12,500,000 has been funded through equity contributions or interim
loans by SBS, MTM and Tele-Munchen ($8,500,000 by the Company) and $27,500,000
has been financed by three institutions, lead by the EBRD. The financing is
secured by liens on the assets of TV2 and by a pledge of all the outstanding
shares in TV2. The financing is also supported by standby equity commitments
from the shareholders of TV2 of up to $16,000,000. The Company owns 49% of TV2,
with MTM owning 38.5% and Tele-Munchen owning 12.5%. The Company is responsible
for 67.5% of the standby equity funding requirements of TV2, based on its 61.5%
economic interest and agreements made in conjunction with
F-211
<PAGE>
SBS BROADCASTING SA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
obtaining an option to increase its economic interest to 67.5%. In addition,
the Company, together with Tele-Munchen, may be required to provide all or part
of the standby equity funding requirements relative to MTM's equity interest.
As a result, the Company may be required to provide approximately 83.1% of the
$16,000,000 of standby equity commitments from the shareholders of TV2. The
Company, along with MTM and Tele-Munchen, also has given a limited guarantee of
all outstanding amounts under the financing. Payment under the guarantee will
be required only in the event TV2 loses its broadcast rights or is rendered
insolvent because of a final judgment or order issued against TV2 in connection
with certain pending litigation involving TV2, the Hungarian National Radio and
Television Board and Magyar RTL.
Other
The Company is involved in other development opportunities, including
television projects in Slovenia and Switzerland. In 1996 the Company has
acquired a note in the principal amount of $2,375,000, which, by its terms is
convertible into 33% of the share capital of Kanal A in Slovenia, in exchange
for 95,000 Common Shares of the Company. The Company has invested $23,770,000
($21,395,000 in cash) in the Slovenia project as of December 31, 1998, of which
$10,592,000 has been capitalized, and an aggregate loss of $13,178,000 has been
recorded as equity in loss in unconsolidated subsidiaries in 1996, 1997 and
1998. In July 1998, the Company and TA-Media Group, a leading publisher in
Switzerland, formed a 50/50 joint venture, which in March 1999 was awarded a
national broadcasting license in Switzerland. The joint venture intends to
launch, in September 1999, a national channel targeted at the German speaking
community of Switzerland, and featuring a mix of general entertainment and news
programming. The Company projects the aggregate capital required to be
approximately $40,000,000 during the start-up phase, of which 50% will be
funded by the Company.
In December 1998, the Company signed an agreement with the EBRD to
establish and fund EBS, which intends to make equity investments in television
and radio operations in Central and Eastern Europe. The capital commitments of
the EBS shareholders at initial closing were contemplated to be $80,000,000, of
which the Company has agreed to fund, on a project by project basis,
$50,000,000. The initial closing is subject to various conditions having been
satisfied and has not yet taken place. The EBS agreement contemplates a maximum
aggregate funding commitment of all shareholders of $150,000,000, of which the
Company's commitment will be reduced to $40,000,000.
3. Program Libraries
Paramount
In March 1995, the Company formalized a ten-year agreement with Viacom
Enterprises and Paramount Television to broadcast the film and television
library of Paramount Television, including Viacom's off-network syndication
titles, for Norway, Sweden, Denmark, Finland, Flemish Belgium and the
Netherlands. The Paramount Television Group program library includes 14,500
series episodes and 2,000 movies.
The program library under the agreement includes free television rights
owned by Paramount and/or Viacom not currently licensed to a third party and
access to any series, feature films or movies of the week in the aforementioned
territories which either (a) have previously been licensed for free television
exhibition in the territories, or (b) have been available for free television
exhibition in the territories for at least 18 months and not licensed. The 18-
month period for feature films is measured from the end of the pay television
exhibition period and the 18-month period for series is determined on a season
by season basis.
In consideration, the Company agreed to pay $20,000,000 to Paramount of
which $14,000,000 was paid in March 1995, $2,500,000 will be paid in 2000 and
$3,500,000 in 2002. Simultaneously, Paramount
F-212
<PAGE>
SBS BROADCASTING SA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
purchased a warrant to purchase 1,000,000 Common Shares expiring in 2000 with
an exercise price of $35 per share for $4,000,000.
In April 1997, the Company reached an agreement to amend its existing
program license agreement with Paramount to add Hungary and Slovenia and to
remove Finland from the licensed territories, and to give the Company the right
to two runs of licensed library product. In consideration for the extension,
the Company has agreed to reduce the exercise price of the warrant to $25 per
share and to extend its term until June 30, 2002. The fair value of the change
in the terms of the warrant as of the date of the amendment to the agreement of
$2,780,000 was capitalized as program rights inventory in 1997, which are being
amortized over the remaining term of the amended license agreement, and a like
amount was recorded as additional paid in capital.
The Company amortizes the Paramount library agreement on a straight-line
basis commencing upon the initial broadcast date in each territory.
DreamWorks
In November 1996, the Company entered into a long-term exclusive
programming agreement with DreamWorks. The agreement is for five years and
covers Norway, Sweden, Denmark, Flemish Belgium, the Netherlands and Slovenia.
Under the agreement, the Company has the exclusive rights to all first-run
television series, provided that such series have been broadcast by one of the
six largest networks in the United States. The agreement limits DreamWorks'
obligation to provide one-hour television series to five such series each year
of the agreement and limits DreamWorks' obligations to provide television mini-
series to ten such mini-series over the five-year term of the agreement. In
addition to the television series, the agreement grants the Company the right
to the first 50 theatrical movies produced, with a delay in the release of such
movies by the Company of approximately three years from the release in the
United States. The Company estimates the arrangement with DreamWorks will lead
to a total acquisition amounting to $38,500,000, payable over the availability
period, which due to the movies is more than five years. Amounts paid for
programming under the DreamWorks agreement are based on contractual terms.
The related programming expense charged to operations amounted to $19,000,
$878,000 and $863,000 for 1996, 1997 and 1998, respectively. The Company had
DreamWorks program rights of $1,172,000 and $1,592,000, and program rights
payable to DreamWorks of $1,373,000 and $245,000 at December 31, 1997 and 1998,
respectively.
4. Buildings, Equipment and Improvements
Buildings, Equipment and Improvements consisted of the following:
<TABLE>
<CAPTION>
December 31,
-----------------------
1997 1998
----------- -----------
<S> <C> <C>
Technical, other equipment, furniture and
fixtures......................................... $48,765,000 $57,009,000
Buildings and leasehold improvements.............. 5,328,000 6,339,000
----------- -----------
54,093,000 63,348,000
Less accumulated depreciation..................... 28,636,000 39,168,000
----------- -----------
Net buildings, equipment and improvements......... $25,457,000 $24,180,000
=========== ===========
</TABLE>
Included in technical and other equipment are $5,259,000 and $5,399,000 of
assets held under various capital leases as of December 31, 1997 and 1998,
respectively. Depreciation of these assets for the years ended December 31,
1996, 1997 and 1998 amounted to $1,200,000, $1,233,000 and $1,101,000,
respectively.
F-213
<PAGE>
SBS BROADCASTING SA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
5. Intangible Assets
Intangible Assets consisted of the following:
<TABLE>
<CAPTION>
December 31,
-----------------------
1997 1998
----------- -----------
<S> <C> <C>
Goodwill............................................ $60,020,000 $63,420,000
Broadcasting licenses............................... 16,529,000 16,593,000
Other intangible assets............................. -- 2,618,000
----------- -----------
76,549,000 82,631,000
Less accumulated amortization....................... 13,101,000 22,919,000
----------- -----------
Net intangible assets............................... $63,448,000 $59,712,000
=========== ===========
</TABLE>
6. Notes Payable, Current
Notes Payable, Current are all due on demand and consisted of the
following:
<TABLE>
<CAPTION>
December 31,
----------------------
1997 1998
----------- ----------
<S> <C> <C>
Kredietbank.......................................... $ 6,500,000 $2,892,000
Generale Bank........................................ 5,418,000 5,784,000
Christiania Bank og Kreditkasse...................... -- 787,000
----------- ----------
$11,918,000 $9,463,000
=========== ==========
</TABLE>
The weighted average interest rates were 3.82% and 4.65% at December 31,
1997 and 1998, respectively.
SBS Broadcasting SA has guaranteed the loans of subsidiaries from
Kredietbank and Generale Bank and the loan from Kredietbank is also
collateralized by certain receivables having a book value of $10,394,000 at
December 31, 1998.
Based upon prevailing interest rates on similar debt instruments, the
Company believes that the carrying value of its notes payable approximates fair
value.
7. Convertible Subordinated Debentures and Notes
During the third quarter of 1995, the Company sold an aggregate of
$155,250,000 in principal amount of 7.25% Convertible Subordinated Debentures
Due 2005 (the "Convertible Subordinated Debentures"), raising net proceeds to
the Company of $149,644,000. Interest is payable semi-annually on February 1
and August 1 of each year. The Convertible Subordinated Debentures are
convertible, at the option of the holder, at any time prior to maturity, into
shares of the Company's Common Stock at a conversion price of $28.67 per Common
Share. The Convertible Subordinated Debentures are redeemable, in part or in
whole, at the option of the Company, including accrued and unpaid interest to
the date of redemption and a redemption premium.
In November 1997, the Company sold an aggregate of $75,000,000 in principal
amount of 7% Convertible Subordinated Notes Due 2004 (the "Notes"), raising net
proceeds to the Company of approximately $72,300,000 after the deduction of
fees and expenses of the offering paid by the Company. Interest on the Notes is
payable semi-annually in June and December each year. Holders of the Notes are
entitled to convert the Notes into Common Shares at a conversion price of
$29.13 per share. After
F-214
<PAGE>
SBS BROADCASTING SA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 5, 2000, the Notes are redeemable, in whole or in part at the option
of the Company, including accrued and unpaid interest to the date of redemption
and a redemption premium.
The Convertible Subordinated Debentures and Notes are subordinated to all
existing and future Senior Debt of the Company, as defined in the indentures.
The indentures under which the Convertible Subordinated Debentures and Notes
were issued do not restrict the incurrence of additional senior or other
indebtedness by the Company.
Upon a change of control, each holder of the Convertible Subordinated
Debentures and Notes has the right to cause the Company to repurchase all of
such holder's Convertible Subordinated Debentures and Notes at a price in each
case equal to 100% of the principal amount of the Convertible Subordinated
Debentures and Notes plus any accrued and unpaid interest to the date of
repurchase. In addition, in the event of certain changes in tax laws and
certain other limited circumstances requiring additional payments by the
Company, the Convertible Subordinated Debentures and Notes are redeemable in
whole, but not in part, at the option of the Company at any time. The
redemption price under these circumstances is equal to the principal amount of
the Convertible Subordinated Debentures and Notes plus any accrued and unpaid
interest to the date of redemption.
The fair value of the Convertible Subordinated Debentures at December 31,
1998 was $160,839,000 based on public market trading.
The fair value of the Convertible Subordinated Notes at December 31, 1998
was $80,715,000 based on public market trading.
8. Other Long-term Debt
Other Long-term debt consisted of the following:
<TABLE>
<CAPTION>
December 31,
-----------------------
1997 1998
----------- -----------
<S> <C> <C>
EBRD Loan........................................... $27,508,000 $28,444,000
Christiania Bank og Kreditkassen.................... 10,246,000 9,868,000
Skandinaviska Enskilda Banken....................... 10,000,000 8,300,000
Advertising Service Agreement....................... 4,914,000 4,423,000
Coutts & Co......................................... 2,050,000 1,948,000
Obligations under capital leases.................... 1,522,000 422,000
Other............................................... 193,000 236,000
----------- -----------
56,433,000 53,641,000
Less current portion................................ 3,317,000 2,627,000
----------- -----------
$53,116,000 $51,014,000
=========== ===========
</TABLE>
Of the principal amount of the EBRD loan, $14,300,000 is denominated in US
Dollar and the balance is denominated in Deutsche Mark ("DM"). The loan is
repayable in escalating semi-annual installments commencing in June 2000 and
has a final maturity in December 2005. The loan is secured by all tangible and
intangible assets of TV2 and a pledge of all outstanding shares of TV2.
Interest is payable at a floating rate of libor +1.5% for $6,700,000 and
DM11,530,700 and libor +1.4% for $7,000,000 and DM12,047,000. The remaining
$600,000 bears interest at an annual rate of 15%. Interest is payable semi-
annually from the inception of the loan. The Company is committed to provide
standby equity contributions to TV2 of up to $13,300,000 and has also granted a
limited guarantee in connection with the loan.
F-215
<PAGE>
SBS BROADCASTING SA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
The Christiania Bank loan was obtained by TVNorge to finance operations and
is repayable in annual installments commencing in June 2000 and has a final
maturity in 2002. Interest at an average floating rate of nibor +0.6% is
payable quarterly from the inception of the loan. The shareholders of TVNorge
have guaranteed the loan proportionate to their shareholding.
The loan from Skandinaviska Enskilda Banken ("SE Banken") is repayable in
annual installments commencing in 1998 and has a final maturity in 2000. The
loan is secured by a pledge of the shares in Kanal 5 AB and Kanal 5 Ltd.
Interest is payable at an average floating rate of libor +0.9%.
Under an Advertising Service Agreement concluded simultaneously with the
Loan Agreement with Postabank, Budapest, the principal and interest on the loan
of HUF 1 billion will be repaid primarily by providing advertising services. If
not repaid by way of advertising services the loan becomes repayable in cash in
October 2002. Interest accrues at an annual rate of 22%.
The Coutts & Co. loan of (Pounds)1,250,000 is repayable in annual
installments commencing 1998 and has a final maturity in 2005 and is secured by
a mortgage over the corporate office in London. Interest at a floating rate of
approximately 7.75% and 9.25% for the first (Pounds)600,000 and
(Pounds)650,000, respectively, is payable with the installments of the loan.
In December 1998 the Company entered into a $35,000,000 multi-currency
revolving and term facility with Chase Manhattan Bank. The borrower group is
currently comprised of the Company, Kanal 5, VT4 and the Radio Division. There
are cross-guarantees between these companies and their subsidiaries and Kanal 5
Limited has also entered into a fixed and floating charge. The Company has
pledged its shares in all 100% (indirectly) owned subsidiaries within the
borrower group and its interest in Broadcast Danmark/Nordisk, which is 80%
owned, except for the shares in Kanal 5 AB and Kanal 5 Ltd., which are
currently pledged in connection with the SE Banken facility. The pledge will be
transferred to Chase Manhattan Bank when SE Banken is repaid (see below). In
addition, an assignment was made over certain intercompany loans made by the
Company to its subsidiaries. The Company has not yet made a drawdown under the
facility but can do so until December 31, 2000. A condition to drawdown is the
repayment of the SE Banken $10,000,000 facility (Balance December 31, 1998--
$8,300,000). The interest rate will be at libor plus a margin ranging from 1%
to 1.75% depending upon the leverage ratio. The Company will repay the facility
in installments over three years beginning in December 2000.
The aggregate amount of scheduled principal maturities on long-term debt
for each of the remaining years subsequent to December 31, 1998 are as follows:
<TABLE>
<S> <C>
1999............................................................. $ 2,627,000
2000............................................................. 11,205,000
2001............................................................. 6,001,000
2002............................................................. 13,638,000
2003............................................................. 8,569,000
Thereafter....................................................... 11,601,000
-----------
$53,641,000
===========
</TABLE>
Based upon prevailing interest rates on similar debt instruments, the
Company believes that the carrying value of its long-term debt approximates
fair value. As of December 31, 1998, the Company had credit lines available
amounting to $33,540,000 including the Chase Manhattan Bank, and repayment of
the SE Banken loan.
F-216
<PAGE>
SBS BROADCASTING SA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
9. Stock Options
The Company adopted a 1992 Share Incentive Plan and a 1994 Share Incentive
Plan (collectively, the "Plans") under which 1,800,000 Common Shares are
reserved for issuance upon the exercise of options granted thereunder. In 1996
and 1998, the shareholders approved an increase of an aggregate of 3,000,000
Common Shares available for issuance under the Plans. In October, 1995, the
Company formalized the Company's Long-Term Employees' Stock Ownership Plan
("ESOP"), reserving 60,000 shares of the Company's Common Stock for awards to
employees, vesting over three years. As of December 31, 1998, no shares had
been awarded under the ESOP.
In April, 1997, holders of then vested in-the-money options were offered
unrestricted Common Shares and holders of unvested options or vested out-of-
the-money options were offered restricted Common Shares to vest over periods of
up to three years depending upon the remaining terms of their employment
arrangements. Holders of options to purchase an aggregate of 338,500 Common
Shares elected to exchange their options for 91,462 Common Shares of which 916
were restricted shares at December 31, 1998. Holders of options to purchase
105,000 Common Shares elected not to exchange their options. Also, in April,
1997 the exercise price of all outstanding out-of-the-money options held by
members of senior management of the Company were reset with reference to the
then prevailing market price for the Company's Common Shares. All of these
option became unvested as of April, 1997 and new vesting periods for each
option was recommenced.
Pro forma information regarding net income and earnings per share is
required by Statement 123, and has been determined as if the Company had
accounted for its employee stock options under the fair value method of that
Statement. The fair value for these options was estimated at the date of grant
using a BlackScholes option pricing model with the following assumptions:
riskfree interest rates of 6.5%; dividend yield of 0%; volatility factor of the
expected market price of the Company's Common Stock of 0.41; and a weighted-
average expected life of the options of ten years as of the date of grant.
For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting periods. The
Company's pro forma information follows (in thousands, except for per share
information):
<TABLE>
<CAPTION>
1996 1997 1998
-------- -------- --------
<S> <C> <C> <C>
Pro forma net loss............................ $(68,475) $(50,550) $(44,157)
Pro forma basic and diluted loss per share.... $ (5.03) $ (3.67) $ (3.01)
</TABLE>
A summary of the Company's stock option activity, and related information
for the years ended December 31 follows:
<TABLE>
<CAPTION>
1996 1997 1998
------------------------ ------------------------ ------------------------
Options Weighted-average Options Weighted-average Options Weighted-average
(000) Exercise Price (000) Exercise Price (000) Exercise Price
------- ---------------- ------- ---------------- ------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Outstanding-beginning of
year................... 2,007 $18.72 2,270 $19.08 2,711 $17.42
Granted................. 275 $22.56 780 $19.56 598 $27.19
Exercised............... -- -- -- -- -- --
Forfeited............... (12) $21.90 -- -- -- --
Exchanged for Common
Shares................. -- -- (339) $20.14 -- --
Outstanding at end of
year................... 2,270 $19.08 2,711 $17.42 3,309 $19.19
Exercisable at end of
year................... 1,739 $18.03 1,791 $16.26 2,861 $18.01
Weighted-average fair
value of options
granted during the
year................... $13.24 $ 9.80 $15.34
</TABLE>
F-217
<PAGE>
SBS BROADCASTING SA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Below is additional information related to stock options at December 31,
1998
<TABLE>
<CAPTION>
Weighted Average
Options Remaining Weighted Average
Range of Exercise Price (000) Contractual Life Exercise Price
----------------------- ------- ---------------- ----------------
<S> <C> <C> <C>
$00.00-10.00...................... 235 3.35 $ 1.50
$10.01-20.00...................... 1,703 6.27 $16.89
$20.01-30.00...................... 1,196 7.22 $23.79
$30.01-40.00...................... 175 8.63 $33.87
-----
3,309 6.53 $19.19
</TABLE>
10. Luxembourg Capital Requirements
Luxembourg company law requires that an appropriation be made to legal
reserve of a minimum of 5% of the parent company's annual net income until this
reserve equals 10% of subscribed capital. Through December 31, 1998, no amount
has been required to be allocated to the legal reserve. The legal reserve may
not be distributed in the form of cash dividends or otherwise during the life
of the Company. The appropriation to legal reserve becomes effective upon
approval at the general meeting of shareholders. As of December 31, 1998, the
Company is not permitted to make any dividend distributions under Luxembourg
law.
11. Income Taxes
The Company and each of its subsidiaries file separate tax returns in their
country of incorporation. The Company's provision for (benefit from) income
taxes in each period reflects various taxes in certain jurisdictions in which
the Company does business. No benefit has been recorded in the financial
statements for net operating losses, as the entire carryforward has been offset
by a valuation allowance. The tax benefit associated with the pretax losses in
each period has been offset by increases in the valuation allowance. Management
believes that sufficient uncertainty exists regarding the realizability of the
deferred tax assets that a valuation allowance is required. Deferred income
taxes represent the tax effect of temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the
amounts used for income tax purposes. Significant components of the Company's
deferred tax assets as of December 31, 1997 and 1998 (there are no significant
deferred tax liabilities) are as follows:
<TABLE>
<CAPTION>
December 31,
-------------------
1997 1998
-------- ---------
(in thousands)
<S> <C> <C>
Net operating loss carryforwards....................... $ 96,257 $ 94,103
Excess book over tax depreciation...................... 2,285 632
Development costs capitalized for tax purposes......... 86 --
Other.................................................. (3,703) 7,667
Less: Valuation allowance.............................. $(94,925) $(102,402)
-------- ---------
Net deferred tax assets................................ $ -- $ --
======== =========
</TABLE>
F-218
<PAGE>
SBS BROADCASTING SA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
The tax loss carryforwards available at December 31, 1998 and their
expiration years are as follows:
<TABLE>
<CAPTION>
Expiration year Denmark Norway Finland Total
--------------- ------- ------- ------- --------
(in thousands)
<S> <C> <C> <C> <C>
1999........................................ $ 2,473 $ -- -- $ 2,473
2000........................................ 3,490 -- -- 3,490
2001........................................ 3,086 -- -- 3,086
2002........................................ 10,188 -- -- 10,188
2003........................................ 12,469 -- -- 12,469
2004........................................ -- -- 57 57
2005........................................ -- 1,640 879 2,519
2006........................................ -- 35,086 1,470 36,556
2007........................................ -- 17,850 1,678 19,528
2008........................................ -- 10,962 849 11,811
------- ------- ------ --------
Total....................................... $31,706 $65,538 $4,933 $102,177
======= ======= ====== ========
</TABLE>
Tax losses may be carried forward indefinitely in the following
territories:
<TABLE>
<S> <C>
Luxembourg.......................................................... $101,776
Belgium............................................................. 7,118
Netherlands......................................................... 31,021
Sweden.............................................................. 12,222
UK.................................................................. 43,039
Hungary............................................................. 20,236
--------
Total............................................................. $215,412
========
</TABLE>
12. Fair Value of Financial Instruments
The carrying amounts and fair values of the Company's financial instruments
at December 31, 1997 and 1998 are as follows:
<TABLE>
<CAPTION>
1997 1998
------------------ ------------------
Carrying Fair Carrying Fair
amount value amount value
-------- -------- -------- --------
(In thousands)
<S> <C> <C> <C> <C>
Cash and short-term cash
investments...................... $ 91,596 $ 91,596 $ 63,381 $ 63,381
Short-term investments............ 46,134 46,134 45,525 45,525
Notes payable, current............ (11,918) (11,918) (9,463) (9,463)
Convertible subordinated
debentures....................... (155,250) (156,803) (155,250) (160,839)
Convertible subordinated notes.... (75,000) (74,063) (75,000) (80,715)
Other long term debt.............. (56,433) (56,433) (53,641) (53,641)
Foreign currency exchange
contract......................... -- (546) -- (147)
</TABLE>
F-219
<PAGE>
SBS BROADCASTING SA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
13. Segment Reporting
The Company divides its operations into three categories: (i) "Scandinavian
Television operations" which includes TVNorge (in Norway), Kanal 5 (in Sweden)
and TvDanmark (in Denmark), (ii) "European Television operations" which
includes VT4 (in Flemish Belgium), SBS6 (in the Netherlands) and TV2 (in
Hungary), and (iii) "Radio operations" which includes Voice Radio (in Denmark),
Radio City in Stockholm, Radio City in Malmoe, Radio City in Gothenburg and
Radio Klassiska Hits in Stockholm (in Sweden) and Radio Sata, Radio Mega, Radio
KISS FM, Radio City and Radio 957 ("Radio Finland"). There are no material
product transfers between segments of the Company. The segment data is as
follows:
<TABLE>
<CAPTION>
Six months ended June
Years Ended December 31, 30,
---------------------------- -----------------------
1996 1997 1998 1998 1999
-------- -------- -------- ----------- -----------
(in thousands) (unaudited) (unaudited)
<S> <C> <C> <C> <C> <C>
Scandinavian Television
Operations
Net revenues:
TVNorge (in Norway)... $ 28,223 $ 35,291 $ 42,068 $19,941 $22,677
Kanal 5 (in Sweden)... 30,294 48,065 55,577 28,432 28,221
TvDanmark (in
Denmark)............. 17,236 20,108 32,370 14,581 17,409
Other................. 24 -- 107 -- 1,655
-------- -------- -------- ------- -------
Total net revenues...... 75,777 103,464 130,122 62,954 69,962
-------- -------- -------- ------- -------
Station operating
expenses............. 70,404 83,632 106,706 51,321 54,132
Selling, general and
administrative
expenses............. 26,240 28,573 29,049 13,319 14,157
Depreciation.......... 3,380 4,711 4,045 1,724 2,136
Amortization.......... 2,790 2,625 3,205 1,590 1,591
-------- -------- -------- ------- -------
Total operating
expense................ 102,814 119,541 143,005 67,954 72,016
-------- -------- -------- ------- -------
Loss from operations.... $(27,037) $(16,077) $(12,883) $(5,000) $(2,054)
======== ======== ======== ======= =======
Assets at year-end...... $106,195 $110,876 $133,522
======== ======== ========
European Television
Operations
Net revenues:
VT4 (in Belgium)...... $ 46,468 $ 43,267 $ 50,562 $25,376 $29,425
SBS6 (in the
Netherlands)......... 50,087 72,585 96,780 42,817 58,414
TV2 (in Hungary)...... -- 8,787 48,566 23,882 24,258
Other................. (529) (976) (213) (192) --
-------- -------- -------- ------- -------
Total net revenues...... 96,026 123,663 195,695 91,883 112,097
-------- -------- -------- ------- -------
Station operating
expenses............. 104,664 115,277 147,964 71,232 84,695
Selling, general and
administrative
expenses............. 17,791 18,140 27,623 11,692 18,488
Depreciation.......... 4,249 4,331 4,568 2,650 2,025
Amortization.......... -- 1,237 4,735 2,414 2,216
-------- -------- -------- ------- -------
Total operating
expense................ 126,704 138,985 184,890 87,988 107,424
-------- -------- -------- ------- -------
Income (loss) from
operations............. $(30,678) $(15,322) $ 10,805 $ 3,895 $ 4,673
======== ======== ======== ======= =======
Income (loss) from
operations excluding
TV2 (in Hungary)....... $(30,678) $ (9,459) $ 15,733
======== ======== ========
Assets at year-end...... $105,219 $167,520 $172,443
======== ======== ========
</TABLE>
F-220
<PAGE>
SBS BROADCASTING SA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
<TABLE>
<CAPTION>
Six months ended June
Years Ended December 31, 30,
---------------------------- -----------------------
1996 1997 1998 1998 1999
-------- -------- -------- ----------- -----------
(in thousands) (unaudited) (unaudited)
<S> <C> <C> <C> <C> <C>
Radio Operations
Net revenues:
Denmark............... $ 3,333 $ 4,300 $ 5,444 $ 2,772 $ 3,150
Sweden................ 3,213 3,453 8,560 3,794 4,291
Finland............... 4,085 7,958 10,714 5,236 5,842
-------- -------- -------- -------- --------
Total net revenues...... 10,631 15,711 24,718 11,802 13,283
-------- -------- -------- -------- --------
Station operating
expenses............. 4,495 5,407 8,814 4,200 5,076
Selling, general and
administrative
expenses............. 6,235 8,477 12,107 5,788 6,700
Depreciation.......... 416 797 871 413 427
Amortization.......... 394 744 1,294 593 1,066
-------- -------- -------- -------- --------
Total operating
expense................ 11,540 15,425 23,086 10,994 13,269
-------- -------- -------- -------- --------
Income (loss) from
operations............. $ (909) $ 286 $ 1,632 $ 808 $ 14
======== ======== ======== ======== ========
Assets at year-end...... $ 22,746 $ 30,045 $ 35,476
======== ======== ========
Consolidated
Net revenue............. $182,434 $242,838 $350,535 $166,639 $195,342
-------- -------- -------- -------- --------
(Loss) income from
operating segments..... (58,624) (31,113) (446) (297) 2,633
Corporate expenses...... (7,822) (9,177) (9,576) (4,261) (5,111)
Non-cash compensation... -- (2,676) (1,142) (325) (22)
Amortization related to
unconsolidated
subsidiaries........... (468) (454) (556) (264) (98)
-------- -------- -------- -------- --------
Loss from operations.... (66,914) (43,420) (11,720) $ (5,147) $ (2,598)
======== ========
Equity in loss of
unconsolidated
subsidiaries........... (1,301) (3,150) (3,536)
Interest income......... 7,368 3,469 6,318
Interest expense........ (13,221) (14,333) (24,708)
Foreign exchange losses,
net.................... (193) (4,665) (3,202)
Investment gains
(losses)............... -- (801) 376
Other income
(expenses)............. (587) 7,213 (2,638)
Income tax and tax
benefits............... (250) (29) (636)
Minority interest in
losses, net............ 7,559 11,866 6,027
-------- -------- --------
Net loss................ $(67,539) $(43,850) $(33,719)
-------- -------- --------
Assets employed by
segments............... $234,160 $308,441 $341,441
Short-term cash
investments and other
corporate assets....... 105,595 119,119 86,380
-------- -------- --------
Total assets at year-
end.................... $339,755 $427,560 $427,821
======== ======== ========
</TABLE>
14. Pension Plans
The Company contributes to defined contribution plans for the management
level personnel at its subsidiaries and to a multi-employer defined
contribution pension plan for essentially all of its Swedish employees, which
plans are maintained by third party insurance companies. Contributions are
determined as a percentage of salaries with increases in relation to years of
employment. During the years ended December 31, 1996, 1997 and 1998, expenses
under these plans were $248,000, $452,000 and $551,000, respectively.
F-221
<PAGE>
SBS BROADCASTING SA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
15. Commitments
As of December 31, 1998, the Company was committed to purchase broadcast
rights for programming under various agreements (excluding DreamWorks)
amounting to approximately $112,836,000. The commitment period for the
Company's purchase of programming generally ranges from twelve months to five
years.
The Company was committed at December 31, 1998 to subscribe (through
December 31, 2003) to viewer rating services with aggregate payments of
$4,136,000.
Expense under operating leases, principally for transponder and uplink,
amounted to $20,569,000, $24,279,000 and $42,686,000 in the years ended
December 31, 1996, 1997 and 1998, respectively. Future minimum annual rental
payments under noncancelable leases during each of the five years subsequent to
December 31, 1998 are as follows (in thousands):
<TABLE>
<CAPTION>
Capital Operating
Years Ended December 31, leases leases
------------------------ ------- ---------
<S> <C> <C>
1999....................................................... $439 $ 44,084
2000....................................................... 42 39,836
2001....................................................... -- 37,616
2002....................................................... -- 26,309
2003....................................................... -- 23,568
Thereafter................................................. -- 33,232
---- --------
Minimum lease payments..................................... 481 $204,645
---- --------
Less executory costs....................................... (2)
----
Net minimum payments....................................... 479
Imputed interest........................................... (57)
----
Present value of minimum lease payments.................... $422
----
</TABLE>
In February 1995, the Company issued a Guarantee and Indemnity under which
the Company guarantees the repayment to Morgan Grenfell Limited of the sum of
(Pounds)300,000 ($498,000) relating to a loan made to one of the Company's
officers as a condition of his employment.
16. Subsequent Events
CME Transaction
On March 29, 1999 the Company entered into a Reorganization Agreement with
Central European Media Enterprises, Ltd. ("CME"), which provides, among other
things, for (i) the acquisition by the Company of all the assets, business,
properties and rights of CME; (ii) the assumption by the Company of, and
indemnification of CME with respect to, all liabilities, obligations and
commitments of CME; (iii) the issuance, and the reservation for future
issuance, by the Company to CME of a number of SBS Common Shares, par value
$1.50 per share ("Common Shares"), equal to 0.5 times the total number of
shares of CME's Class A Common Stock and Class B Common Stock outstanding, and
issuable pursuant to the exercise of options and warrants outstanding,
immediately prior to the closing of such transaction; and (iv) the immediate
commencement of the winding up of CME and distribution of the Company's Common
Shares so received by CME to CME's shareholders. The combined company will
retain the name SBS Broadcasting SA.
SBS shareholders will be asked to approve the Reorganization Agreement and
the transactions described therein and to confirm the issuance of up to
approximately 14.3 million shares of the Company's
F-222
<PAGE>
SBS BROADCASTING SA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Common Shares in conjunction with the transaction (such number of Common shares
being computed on the basis of the treasury stock method with respect to
currently outstanding CME options). Certain SBS directors, who together own
approximately 6.5% of the Company's issued and outstanding Common Shares,
entered into an agreement with CME whereby they each agreed, among other
things, to vote their shares in favor of the transaction. Ronald S. Lauder, who
controls approximately 69% of the vote of CME, has entered into an agreement
with the Company whereby he commits to vote his CME shares in favor of the
transaction. The completion of the transactions contemplated by the
Reorganization Agreement is subject to shareholder approvals and to the
satisfaction of certain additional conditions precedent. In the event that the
transaction is not consummated, the Reorganization Agreement provides various
rights to the Company and to CME, depending upon the circumstances.
CME owns interests in television broadcasting properties in six Central and
Eastern European countries, including NOVA TV in the Czech Republic, PRO TV in
Romania, POP TV in Slovenia, Markiza TV in the Slovak Republic, Studio 1+1 in
the Ukraine and TV3 in Hungary. CME is listed on the Nasdaq Stock Market and
trades under the symbol CETV.
F-223
<PAGE>
UNDERWRITING
UPC, United and the underwriters named below (the "Underwriters") have
entered into an underwriting agreement with respect to the A shares and ADSs
being offered. Subject to certain conditions, each Underwriter has severally
agreed to purchase the number of ordinary shares indicated in the following
table. The Underwriters may choose to take some or all of their A shares in the
form of ADSs. Goldman Sachs International and Morgan Stanley & Co.
International Limited are the representatives of the Underwriters.
<TABLE>
<CAPTION>
Underwriters Number of A Shares
------------ ------------------
<S> <C>
Goldman Sachs International ..........................
Morgan Stanley & Co. International Limited ...........
Donaldson, Lufkin & Jenrette International............
Merrill Lynch International...........................
Salomon Brothers International Limited................
Cazenove & Co. .......................................
MeesPierson N.V. .....................................
UBS AG, acting through its division Warburg Dillon
Read.................................................
----------
Total...............................................
==========
</TABLE>
----------------
If the Underwriters sell more A shares than the total number set forth in
the table above, the Underwriters have an option to buy up to an additional
A shares from UPC to cover such sales. They may exercise that option for
30 days. If any A shares are purchased pursuant to this option, the
Underwriters will severally purchase A shares in approximately the same
proportion as set forth in the table above. The Underwriters may choose to take
some or all of their additional A shares in the form of ADSs.
The following table shows the per share, per ADS and total underwriting
discounts and commissions to be paid to the Underwriters by UPC. Such amounts
are shown assuming both no exercise and full exercise of the Underwriters'
option to purchase additional shares.
Paid by UPC
<TABLE>
<CAPTION>
No Exercise Full Exercise
-------------- -------------
<S> <C> <C>
Per A share... (Euro) (Euro)
Per ADS....... $ $
Total......... (Euro) (Euro)
</TABLE>
Shares sold by the Underwriters to the public will initially be offered at
the initial price to public set forth on the cover of this prospectus. Any A
shares sold by the Underwriters to securities dealers may be sold at a discount
of up to (Euro) (NLG ) per A share or $ per ADS from the initial
price to public. Any such securities dealers may resell any shares purchased
from the Underwriters to certain other brokers or dealers at a discount of up
to (Euro) (NLG ) per A share or $ per ADS from the initial price to
public . If all the shares are not sold at the initial price to public, the
representatives may change the offering price and the other selling terms. In
accordance with customary practice in public offerings on the Stock Market of
Amsterdam Exchanges, seatholders of the Stock Market of Amsterdam Exchanges who
are not Underwriters may, in the offering outside the United States, be allowed
a concession not in excess of (Euro) (NLG ) per A share.
U-1
<PAGE>
UPC has been advised by the representatives, on behalf of the Underwriters,
that each of Goldman Sachs International and Morgan Stanley & Co. International
Limited will make offers and sales in the United States through their
respective selling agents, Goldman, Sachs & Co. and Morgan Stanley & Co.
Incorporated.
UPC and United have agreed with the Underwriters that they will not
directly or indirectly offer, other than in the offering, sell, contract to
sell, announce its intention to sell, pledge, grant any option to purchase or
otherwise dispose of, or file a registration statement or similar document
relating to, any shares or any security convertible into or exchangeable for
shares, or in any manner transfer all or a portion of the economic consequences
associated with, or any security convertible into or exchangeable for shares,
during the period from the date of this prospectus continuing through the date
days after the date of this prospectus, except with the prior written
consent of the representatives. This agreement does not apply to any existing
employee benefit plans. Certain of UPC's employees have made a similar
agreement with the underwriters for a period of days. At the date of this
prospectus, these employees hold A shares and options under UPC's stock
option plan which represent the right to acquire about A shares. See
"Management -- Stock Option Plans". See "Shares Eligible for Future Sale" for a
discussion of certain transfer restrictions.
UPC's A shares are listed on the Official Segment of the Amsterdam
Exchanges Stock Market under the symbol "UPC" and the ADSs are quoted on the
Nasdaq National Market under the symbol "UPCOY."
In connection with the offering, the Underwriters may purchase and sell A
shares or ADSs in the open market. These transactions may include short sales,
stabilizing transactions and purchases to cover positions created by short
sales. Short sales involve the sale by the Underwriters of a greater number of
shares than they are required to purchase in the offerings. Stabilizing
transactions consist of certain bids or purchases made for the purpose of
preventing or retarding a decline in the market price of the shares while the
offering is in progress.
The Underwriters also may impose a penalty bid. This occurs when a
particular Underwriter repays to the Underwriters a portion of the underwriting
discount received by it because the representatives have repurchased shares
sold by or for the account of such Underwriter in stabilizing or short covering
transactions.
These activities by the Underwriters may stabilize, maintain or otherwise
affect the market price of the A shares or ADSs. As a result, the prices of the
A shares or ADSs may be higher than the prices that otherwise might exist in
the open market. If these activities are commenced, they may be discontinued by
the Underwriters at any time. These transactions may be effected on the Stock
Market of Amsterdam Exchanges, on Nasdaq, in the over-the-counter market or
otherwise.
Each Underwriter has also represented and agreed that (i) it has not
offered or sold and prior to the date six months after the issue of the A
shares will not offer or sell any A shares to persons in the United Kingdom,
except to persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for the purposes
of their businesses or otherwise in circumstances that have not resulted and
will not result in an offer to the public in the United Kingdom within the
meaning of the Public Offers of Securities Regulations 1995; (ii) it has
complied, and will comply with, all applicable provisions of the Financial
Services Act of 1986 of Great Britain with respect to anything done by it in
relation to the shares of A shares in, from or otherwise involving the United
Kingdom; and (iii) it has only issued or passed on and will only issue or pass
on in the United Kingdom any document received by it in connection with the
issuance of the A shares to a person who is of a kind described in Article
11(3) of the Financial Services Act of 1986 (Investment Advertisements)
(Exemptions) Order 1996 (as amended) of Great Britain or is a person to whom
the document may lawfully be issued or passed on.
U-2
<PAGE>
Each Underwriter has acknowledged and agreed that the A shares have not
been registered under the Securities and Exchange Law of Japan and are not
being offered or sold and may not be offered or sold, directly or indirectly in
Japan or to or for the account of any resident of Japan, except (1) pursuant to
an exemption from the registration requirements of the Securities and Exchange
Law of Japan and (2) in compliance with any other applicable requirements of
Japanese law.
UPC estimates that its share of the total expenses of the offering,
excluding underwriting discounts and commissions, will be approximately $
(NLG ).
UPC and United have agreed to indemnify the several Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933.
UPC has also agreed to pay the representatives an amount in reimbursement of
some of their expenses.
This prospectus may be used by the underwriters and other dealers in
connection with offers and sales of the shares, including sales of shares
initially sold by the underwriters in the offering being made outside the
United States, to persons located in the United States.
The expected payment and closing date is , 1999. The underwriters
expect to deliver the Ordinary Shares A evidencing the ADSs against payment in
New York, New York on October , 1999. Delivery of the ADRs evidencing the
ADSs will be made in New York, New York, through the book-entry facilities of
The Depository Trust Company, against payment in U.S. dollars in immediately
available funds. Delivery of A shares will be made in book-entry form through
the facilities of NECIGEF, Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear System, and Cedelbank, against payment in
euros in immediately available funds.
U-3
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
United Pan-Europe Communications N.V.
Ordinary Shares A
in the form of
American Depositary Shares
or Ordinary Shares A
----------------
[United Pan-Europe Communications Logo]
----------------
Joint Global Coordinators and Joint Bookrunners
Goldman, Sachs & Co.
Morgan Stanley Dean Witter
----------------
Donaldson, Lufkin & Jenrette
Merrill Lynch & Co.
Salomon Smith Barney
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Capitalized terms used but not defined in Part II have the meanings
ascribed to them in the Prospectus contained in this Registration Statement.
Item 13. Other Expenses of Issuance and Distribution
The following table sets forth the expenses (other than underwriting
discounts and commissions) expected to be incurred in connection with the
issuance and distribution of the securities registered hereby, all of which
expenses, except for the Commission registration fee, are estimated:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee............... $2,780
NASD and blue sky fees............................................ *
Depositary fees and expenses...................................... *
Legal fees and expenses........................................... *
Accounting fees................................................... *
Printing and engraving expenses................................... *
Miscellaneous..................................................... *
------
Total........................................................... $ *
======
</TABLE>
- --------
* To be completed by amendment
The above expenses will be borne by the Company.
Item 15. Previous Unregistered Sales
On July 13, 1995, United and Philips contributed their respective ownership
interests in European and Israeli multi-channel television systems to UPC.
United also contributed $78.2 million of cash to UPC and issued directly to
Philips approximately 3.17 million shares (with a market value at issuance of
approximately $50.0 million) of United's Class A Common Stock as additional
consideration for the transaction. In consideration for United's contributions,
the Company issued 100,000 A shares of UPC, to United. In consideration for
Philips' contribution, the Company issued to Philips 60,000 A shares of UPC and
approximately $133.8 million of convertible subordinated, pay-in-kind notes in
two series due January 1, 2005 (the "UPC PIK Notes"). On December 11, 1997, the
accreted amount of the UPC PIK Notes was approximately $154.1 million, which
the Company redeemed in cash and converted into shares in connection with the
UPC Acquisition. Philips also held 40,000 A shares of UPC which were issued in
connection with the Company's formation in 1990. The nominal value of all of
the above UPC shares was NLG1,000 each.
On July 26, 1996, the Company effected a change in the nominal value of its
shares from NLG1,000 each to NLG1 each resulting in 1000-to-1 stock split.
Subsequently, the Company issued 26.9 million A shares, nominal value NLG1
each, to United and Philips, respectively, against conversion of UPC's capital
reserves. On June 18, 1996, UPC adopted a stock option plan for certain
employees of UPC and its subsidiaries. Each of United and Philips transferred
2.0 million A shares to the Stichting Administratiekantoor UPC, which
administers the UPC Stock Option Plan. See "Management--Stock Options Plans."
On December 11, 1997, United acquired Philips' entire interest in UPC. As
part of the UPC Acquisition, (i) UPC purchased from Philips the 3.17 million
shares of Class A Common Stock of United owned by Philips; (ii) United
purchased from Philips 8,747,736 A shares of UPC; (iii) UPC
II-1
<PAGE>
purchased indirectly from Philips 16,252,264 A shares of UPC; (iv) United
purchased from Philips approximately $77.0 million of the UPC PIK Notes, which
the Company converted into 10,120,174 A shares of UPC; (v) UPC redeemed in cash
the approximate $77.0 million remaining accreted amount of the UPC PIK Notes
held by Philips; and (vi) United paid UPC an amount, which UPC in turn paid to
Philips in lieu of the issuance of a stock appreciation right by UPC.
On December 31, 1998, the Company purchased from United, in exchange for
4,220,227 A shares, United's 50% voting and 46.3% economic interest in Monor
and its interest in the Tara programming venture.
On February 17, 1999, the Discount Group closed the acquisition of
1,558,654 A shares issued upon the exercise of the option granted in connection
with a loan made to us in November 1998.
On August 4, 1999 we issued 955,376 A shares to Lenfest International, Inc.
as partial consideration for our acquisition of Videopole, a cable television
operation in France.
The foregoing sales by the Company of its securities were made in reliance
one or more exemptions from registration under the Securities Act pursuant to
Section 4(2) thereof as transaction not involving a public offering.
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
<TABLE>
<C> <S>
1.1 Form of Underwriting Agreement**
3.1 Amended and Restated Articles of Association of UPC
4.1 Form of B Share Depositary Agreement**
4.2 The Articles of Association of UPC is included as Exhibit 3.1.
5.1 Opinion of Loeff Claeys Verbeke as to validity of B shares**
8.1 Opinion of Holme Roberts & Owen LLP as to certain tax matters**
8.2 Opinion of Arthur Andersen as to certain tax matters**
10.1 Amended and Restated Securities Purchase and Conversion Agreement dated
as of December 1,1997, by and among Philip Media B.V. ("Philips Media"),
Philips Media Network B.V. ("Phillips Networks"), Joint Venture, Inc.
("JVI") and UPC(1)
10.2 Indenture dated as of July 30, 1999, between UPC and Citibank N.A, as
Trustee with respect to 10 7/8% Senior Notes (12)
10.2A Indenture dated as of July 30, 1999, between UPC and Citibank N.A., as
Trustee with respect to 12 1/2% Senior Discount Notes (12)
10.3 Indenture dated as of February 5, 1998, between United International
Holdings, Inc. ("United") and Firstar Bank of Minnesota, N.A.
("Firstar")(2)
10.4 Indenture dated as of April 29, 1999, between United and Firstar(3)
10.5 Option Agreement dated November 5, 1998, among UPC, DIC and PEC(4)
10.6 Amendment to Option Agreement dated February 4, 1999, between UPC, DIC
and PEC(5)
10.7 Form of Registration Rights Agreement among UPC, DIC and PEC(4)
10.8 Form of Shareholders Agreement among UPC, DIC and PEC(4)
10.9 Sales Agreement dated December 17, 1997, between Stichting Combivisie
Regio, Setelco B.V. and UPC(6)
10.10 Purchase Agreement dated November 6, 1998, between Binan Investments
B.V., UA-UII, Inc. and UA-UII Management Inc.(4)
10.11 Shareholders Agreement dated July 6, 1995, between The Municipality of
Amsterdam, A2000 Holding N.V., and Kabeltelevisie Amsterdam B.V.(6)
10.12 Consent Agreement dated September 27, 1997, between United and Philips
Communications B.V., US West International, B.V., Philips Media, United
and JVI(4)
10.13 Syndicate Agreement dated June 26, 1995, concluded between the
Osterreichische Philips Industrie Ges.m.b.H. Cable-Networks Austria
Holding B.V. and Kabel-TV-Wien Ges.m.b.H.(7)
10.14 Articles of Association of Telekabel Wien Gesellschaft m.b.H.(7)
</TABLE>
II-2
<PAGE>
<TABLE>
<C> <S>
10.15 Agreement dated November 30, 1993, between Kabel-TV Wien Gesellschaft m.b.H. and
Telekabel Wien Gesellschaft m.b.H.(7)
10.16 Rules of Procedure of Telekabel Wien Gesellschaft m.b.H., as amended on April 10,
1995(8)
10.17 Agreement dated November 30, 1977, between Kabel-TV Wien and Telekabel Fernsehnetz-
Betriebsgesellschaft m.b.H.(8)
10.18 Policy Agreement dated November 30, 1977, between Kabel-TV Wien and Osterreichishe
Philips Industrie Gesellschaft m.b.H.(8)
10.19 Tax Liability Agreement dated October 7, 1997, between UPC, Philips Media, Philips
Coordination Center, Philips Networks, United, and JVI(4)
10.20 Agreement dated April 2, 1998, for the contribution of the Dutch Cable Assets of UPC and
NUON to UTH(6)
10.21 United Pan-Europe Communications N.V. Phantom Stock Option Plan, March 20, 1998(4)
10.22 Amended Stock Option Plan dated February 8, 1999, between UPC and Stichting
Administratie Kantoor UPC(9)
10.23 Form of Master Seconded Employee Services Agreement(5)
10.24 Form of United Registration Rights Agreement(10)
10.25 Form of United Management Services Agreement(5)
10.26 Consulting Agreement dated June 1, 1995, between United and Mark L. Schneider(10)
10.27 Agreement dated as of February 11, 1999 between United and UPC(9)
10.28 Promissory Note dated January 25, 1999, with UPC as borrower, and UIH Europe, Inc. as
holder, in the principal amount of US$100,000,000(6)
10.29 Share Purchase Agreement dated January 19, 1999, by and between UPC, Belmarken Holding
B.V., NUON, N.V. Kraton and UTH, as amended(5)
10.30 Final Amendment to Share Purchase Agreement dated as of February 17, 1999(11)
10.31 Investment Agreement between SBS BROADCASTING SA and Registrant dated June 29, 1999 (12)
10.32 Agreement and Plan of Merger among @Entertainment, Inc., United Pan-Europe
Communications N.V. and Bison Acquisition Corp. dated as of June 2, 1999(12)
10.33 Stockholders Agreement among @Entertainment, Inc., United Pan-Europe Communications
N.V., Bison Acquisition Corp. and Morgan Grenfell Development Capital Syndication
Limited dated as of June 2, 1999(12)
10.35 Share Purchase Agreement between the Sellers represented by EQT Scandinavia Limited and
United Pan-Europe Communications N.V.(12)
10.36 Loan and Note Issuance Agreement between UPC Facility B.V., Telekabel Wien and Janco
Multicom and Bank of America International Limited, CIBC World Markets plc, Citibank
N.A., MeesPierson N.V., Paribas, The Royal Bank of Scotland plc, Toronto Dominion Bank
Europe Limited, and The Toronto-Dominion Bank, as Facility Agent and Security Agent(12)
10.37 Share Purchase Agreement dated June 23, 1999, between UPC and MediaOne International
B.V.**
10.38 Indenture dated as of October 31, 1996, between Poland Communication, Inc. ("PCI") and
State Street Bank and Trust Company relating to PCI's 9 7/8% Senior Notes due 2003 and
its 9 7/8% Series B Senior Notes due 2003(13)
10.39 Indenture dated as of July 14, 1998, between @Entertainment and Bankers Trust Company
relating to @Entertainment's 14 1/2% Senior Discount Notes due 2008 and its 14 1/2%
Series B Senior Discount Notes due 2008(14)
10.40 Indenture dated as of January 20, 1999, between @Entertainment and Bankers Trust Company
relating to @Entertainment's Series C Senior Discount Notes due 2008(15)
10.41 Indenture dated as of January 27, 1999, between @Entertainment and Bankers Trust Company
relating to @Entertainment's 14 1/2% Senior Discount Notes due 2009 and its 14 1/2%
Series B Senior Discount Notes due 2009(15)
21.1 Subsidiaries of UPC**
23.1 Consent of Arthur Andersen (UPC)
</TABLE>
II-3
<PAGE>
<TABLE>
<C> <S>
23.2 Consent of Arthur Andersen (United TeleKabel Holding N.V.)
23.3 Consent of PricewaterhouseCoopers N.V. (N.V. TeleKabel Beheer)
23.4 Consent of Arthur Andersen (N.V. TeleKabel Beheer)
23.5 Consent of KPMG Polska Sp.z o.o (@Entertainment)
23.6 Consent of Arthur Andersen (A2000 Holding N.V.)
23.7 Consent of Arthur Andersen (Kabel Plus, a.s.)
23.8 Consent of Ernst & Young AB (NBS Nordic Broadband Services AB)
23.9 Consent of PricewaterhouseCoopers (Singapore Telecom International
Svenska AB)
23.10 Consent of PricewaterhouseCoopers (Singapore Telecom International
Svenska AB)
23.11 Consent of Ernst & Young (SBS Broadcasting SA)
23.12 Singapore Telecom International Svenska AB's Auditor's Statement on
Auditing Standards Generally Accepted in the United States
24.1 Powers of Attorney*
</TABLE>
- --------
* Previously filed.
** To be filed by amendment.
(1) Incorporated by reference from Form 8-K filed by United, dated December
11, 1997 (File No. 0-21974).
(2) Incorporated by reference from Form S-4 Registration Statement filed by
United; dated March 3, 1998 (File No. 333-47).
(3) Incorporated by reference from Form 8-K filed by United, dated April 29,
1999 (File No. 0-21974).
(4) Incorporated by reference from Form S-1 Registration Statement filed by
UPC, dated November 24, 1998 (File No. 333-67895).
(5) Incorporated by reference from Amendment No. 8 to Form S-1/A Registration
Statement filed by UPC, dated February 10, 1999 (File No. 333-67895).
(6) Incorporated by reference from Amendment No. 4 to Form S-1/A Registration
Statement filed by UPC, dated January 25, 1999 (File No. 333-67895).
(7) Incorporated by reference from Amendment No. 2 to Form S-1/A Registration
Statement filed by UPC, dated January 13, 1999 (File No. 333-67895).
(8) Incorporated by reference from Amendment No. 9 to Form S-1/A Registration
Statement filed by UPC, dated February 11, 1999 (File No. 333-67895).
(9) Incorporated by reference from Form 10-K filed by UPC for the year ended
December 31, 1999 (File No. 000-25365).
(10) Incorporated by reference from Amendment No. 6 to Form S-1/A Registration
Statement filed by UPC, dated February 4, 1999 (File No. 333-67895).
(11) Incorporated by reference from Form 8-K filed by UPC, dated March 4, 1999
(File No. 000-25365).
(12) Incorporated by reference from Form 8-K filed by UPC, dated July 30, 1999
(File No. 000-25365).
(13) Incorporated by reference from Amendment No. 3 to Form S-4 filed by Poland
Communication, Inc., dated May 12, 1997 (File No. 333-20307).
(14) Incorporated by reference from Amendment No. 1 to Form S-4 filed by
@Entertainment, dated August 10, 1998 (File No. 333-60659).
(15) Incorporated by reference from Amendment No. 1 to Form S-4 filed by
@Entertainment, dated May 13, 1999 (File No. 333-72361).
II-4
<PAGE>
(b) Financial Statement Schedules
<TABLE>
<S> <C>
FINANCIAL STATEMENT SCHEDULE I
Independent Auditors' Report on Schedules................................ S-1
Condensed Financial Information of United Pan-Europe Communications N.V.
Condensed Information as to the Financial Condition of United Pan-Europe
Communications N.V...................................................... S-2
Condensed Information as to the Operations of United Pan-Europe
Communications N.V...................................................... S-3
Condensed Information as to the Cash Flows of United Pan-Europe
Communications N.V...................................................... S-4
Note to Schedule......................................................... S-5
FINANCIAL STATEMENT SCHEDULE II
Valuation and Qualifying Accounts........................................ S-7
</TABLE>
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-1 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in London, England, on this 22nd day of September 1999.
United Pan-Europe Communications N.V.
a Dutch Public limited liability company
/s/ Mark L. Schneider
By:______________________________________
Mark L. Schneider, Chief Executive
Officer
September 22, 1999
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has caused this Registration Statement to be signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
Chairman of Board of
/s/ Mark L. Schneider Management and Chief September 22, 1999
- -------------------------------- Executive Officer
Mark L. Schneider
* Vice-Chairman of the
- -------------------------------- Board of Management September 22, 1999
John F. Riordan
* Senior Vice President,
- -------------------------------- Legal and General September 22, 1999
Anton H.E. v. Voskuijlen Counsel
* Managing Director,
- -------------------------------- Eastern Europe September 22, 1999
Nimrod J. Kovacs
Managing Director,
/s/ Charles H. R. Bracken Strategy, Acquisitions September 22, 1999
- -------------------------------- and Corporate
Charles H. R. Bracken Development
* Managing Director,
- -------------------------------- Finance and Accounting September 22, 1999
Ray D. Samuelson (Chief Accounting
Officer)
* Chairman of Supervisory
- -------------------------------- Board and Authorized September 22, 1999
Michael T. Fries U.S. Representative
Supervisory Board
- -------------------------------- Member September , 1999
Richard De Lange
* Supervisory Board
- -------------------------------- Member September 22, 1999
Tina M. Wildes
* Supervisory Board
- -------------------------------- Member September 22, 1999
Ellen P. Spangler
Supervisory Board
- -------------------------------- Member September , 1999
Antony P. Ressler
* Supervisory Board
- -------------------------------- Member September 22, 1999
John P. Cole
*By: /s/ Mark L. Schneider
----------------------------
Mark L. Schneider,
attorney-in-fact
</TABLE>
II-6
<PAGE>
INDEPENDENT AUDITORS' REPORT ON SCHEDULES
To United Pan-Europe Communications N.V.
We have audited, in accordance with auditing standards generally accepted
in The Netherlands, which are substantially the same as those generally
accepted in the United States of America, the consolidated financial statements
of United Pan-Europe Communications N.V. included in this Prospectus and have
issued our report thereon dated March 29, 1999. Our audit was made for the
purpose of forming an opinion on the basic consolidated financial statements
taken as a whole. The following schedules are the responsibility of the
Company's management and are presented for purposes of complying with the
Securities and Exchange Commission's rules and are not part of the basic
consolidated financial statements. These schedules have been subjected to the
auditing procedures applied in the audit of the basic consolidated financial
statements as indicated in our report with respect thereto and, in our opinion,
based on our audit, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic consolidated
financial statements taken as a whole.
Arthur Andersen
Amstelveen, The Netherlands,
March 29, 1999
S-1
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
PARENT ONLY
SCHEDULE I
Condensed Information as to the Financial Condition of the Registrant
(Stated in thousands of Dutch guilders, except share and per share amounts)
<TABLE>
<CAPTION>
As of December 31,
-------------------------------------
1997 1998
------------------ ------------------
(Post-Acquisition) (Post-Acquisition)
<S> <C> <C>
ASSETS:
Current assets
Cash and cash equivalents............. 43,306 7,048
Related party receivables............. 36,364 115,633
Other receivables, net................ 18,690 2,330
Other current assets.................. 2,761 7,938
--------- ---------
Total current assets................ 101,121 132,949
Investments in, loans and other advances
to affiliated companies, accounted for
under the equity method, net........... 1,110,080 978,905
Property, plant and equipment, net of
accumulated depreciation of 23 and 460,
respectively........................... 1,022 982
Deferred financing costs, net of
accumulated amortization of 110 and
625, respectively...................... 16,813 15,617
Non-current restricted cash and other
assets................................. 48,541 650
--------- ---------
Total assets........................ 1,277,577 1,129,103
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities
Related party accounts payable........ 34,402 8,719
Accrued liabilities................... 12,776 56,901
Note payable to shareholder........... -- 119,070
Short-term debt....................... -- 34,020
Short-term debt, related party........ 228,097 39,125
--------- ---------
Total current liabilities........... 275,275 257,835
Long-term debt.......................... 490,468 620,000
Long-term Notes payable to shareholder.. -- --
Other related party debt................ 29,609 --
Deferred compensation................... 4,818 325,302
Deferred taxes and other................ 37,602 140
--------- ---------
Total liabilities................... 837,772 1,203,277
--------- ---------
Shareholders' equity
Common stock, 0.667 par value,
200,000,000 shares authorized,
81,000,000 shares issued............. 61,348 61,497
Additional paid-in capital............ 650,864 672,016
Deferred compensation................. -- --
Other cumulative comprehensive income
(loss)............................... 1,807 29,748
Accumulated deficit................... (163,829) (727,050)
Treasury stock, at cost, 9,198,135
shares of common stock............... (110,385) (110,385)
--------- ---------
Total shareholders' equity.......... 439,805 (74,174)
--------- ---------
Total liabilities and shareholders'
equity............................. 1,277,577 1,129,103
========= =========
</TABLE>
S-2
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
PARENT ONLY
SCHEDULE I
Condensed Information as to the Operations of the Registrant
(Stated in thousands of Dutch guilders, except share and per share amounts)
<TABLE>
<CAPTION>
For the Years Ended December 31,
------------------------------------------------------
1996 1997 1998
----------------- ----------------- ------------------
(Pre-Acquisition) (Pre-Acquisition) (Post-Acquisition)
<S> <C> <C> <C>
Management fee income from related parties............................. 4,433 3,088 10,648
Corporate general and administrative expense........................... (1,679) (11,605) (323,309)
Depreciation and amortization.......................................... (335) (736) (437)
---------- ---------- ----------
Net operating loss................................................... 2,419 (9,253) (313,098)
Interest income........................................................ 1,898 2,830 1,919
Interest income, related party......................................... 27,353 44,867 62,359
Interest expense....................................................... (8,418) (15,143) (1,187)
Interest expense, related party........................................ (27,511) (33,362) (58,326)
Foreign exchange loss, net............................................. (20,236) (12,864) (14,535)
---------- ---------- ----------
Net loss before income taxes and other items......................... (24,495) (22,925) (322,868)
Share in results of affiliated companies, net.......................... (64,120) (159,571) (240,353)
Income taxes........................................................... -- 1,454 --
---------- ---------- ----------
Net loss............................................................. (88,615) (181,042) (563,221)
========== ========== ==========
Basic and diluted net loss per common share............................ (0.96) (1.98) (6.80)
========== ========== ==========
Weighted-average number of common shares outstanding................... 92,062,589 91,533,381 82,869,342
- --------------------------------------------------
========== ========== ==========
</TABLE>
S-3
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
PARENT ONLY
SCHEDULE I
Condensed Information as to the Cash Flows of the Registrant
(Stated in thousands of Dutch guilders)
<TABLE>
<CAPTION>
For the Years Ended December 31,
------------------------------------------------------
1996 1997 1998
----------------- ----------------- ------------------
(Pre-Acquisition) (Pre-Acquisition) (Post-Acquisition)
<S> <C> <C> <C>
Cash flows from
operating activities:
Net loss................ (88,615) (181,042) (563,221)
Adjustments to reconcile
net loss to net cash
flows from operating
activities:
Depreciation and
amortization.......... 335 736 437
Share in results of
affiliated companies,
net................... 67,154 169,961 240,353
Foreign exchange loss,
net................... 20,236 12,864 14,535
Compensation expense
related to stock
options............... -- 4,818 320,484
Other.................. (1,545) (5,444) (7,877)
Changes in assets and
liabilities:
(Increase) decrease in
receivables........... 86,309 (6,359) (12,308)
Increase in other non-
current assets........ (27) (1,457) (1,538)
Increase (decrease) in
other current
liabilities........... 22,022 46,600 20,677
Increase (decrease) in
deferred taxes and
other................. -- 2,303 1,117
-------- -------- --------
Net cash flows from
operating activities... 105,869 42,980 12,659
-------- -------- --------
Cash flows from
investing activities:
Investments in, loans to
and advances to
affiliated companies,
net.................... (44,805) (294,532) (498,641)
Capital expenditures.... (2,249) (1,308) (5,192)
Deposit to acquire
minority interest in
subsidiary............. -- (47,000) 47,000
Sale of affiliated
companies.............. -- 11,070 --
Dividends received...... -- -- 8,977
Loans repaid by
subsidiaries........... -- 350,250 175,692
-------- -------- --------
Net cash flows from
investing activities... (47,054) 18,480 (272,164)
-------- -------- --------
Cash flows from
financing activities:
Proceeds from short-term
borrowings............. -- 91,415 --
Proceeds from short-term
borrowings, related
party.................. -- 228,097 129,925
Proceeds from long-term
borrowings............. -- 498,699 131,020
Deferred financing
costs.................. -- (17,139) (515)
Repayments long and
short-term borrowings.. (150,158) (377,443) (37,183)
Redemption of
convertible loans...... -- (170,171) --
Purchase shares from
shareholder............ -- (292,561) --
-------- -------- --------
Net cash flows from fi-
nancing activities..... (150,158) (39,103) 223,247
-------- -------- --------
Net (decrease) increase
in cash and cash equiv-
alents................. (91,343) 22,357 (36,258)
Cash and cash equiva-
lents at beginning of
period................. 112,292 20,949 43,306
Cash contributed upon
formation.............. -- -- --
-------- -------- --------
Cash and cash equiva-
lents at end of peri-
od..................... 20,949 43,306 7,048
======== ======== ========
Non-cash investing and
financing activities:
Issuance of shares upon
conversion of PIK
Notes.................. -- 169,899 --
-------- -------- --------
Supplemental cash flow
disclosures:
Cash paid for interest.. (9,271) (52,447) (16,561)
======== ======== ========
Cash received for inter-
est.................... 26,277 25,091 27,529
======== ======== ========
</TABLE>
S-4
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTE TO PARENT ONLY
SCHEDULE I
AS OF DECEMBER 31, 1997 AND 1998
(Monetary amounts stated in thousands of Dutch guilders,
except share and per share amounts)
1. Organization and Nature of Operations
United Pan-Europe Communications N.V., formerly known as United and Philips
Communications B.V. ("UPC" or the "Company") was formed for the purpose of
acquiring and developing multi-channel television and telecommunications
systems in Europe. On July 13, 1995, United GlobalCom, Inc. ("United")(formerly
known as United International Holdings, Inc.), a United States of America
corporation, and Philips Electronics N.V. ("Philips"), contributed their
respective ownership interests in European and Israeli multi-channel television
systems to UPC. Philips contributed to UPC its 95% interest in cable television
systems in Austria, its 100% interest in cable television systems in Belgium,
and its minority interests in multi-channel television systems in Germany, The
Netherlands (KTE) and France (Citecable). United contributed its interests in
multi-channel television systems in Israel, Ireland, the Czech Republic, Malta,
Norway, Hungary, Sweden and Spain. United also contributed United States
dollars ("$")78.2 million in cash (including accrued interest of $3.2 million)
to UPC and issued to Philips 3,169,151 shares of its Class A Common Stock
having a value of $50.0 million (at date of closing). In addition, UPC issued
to Philips $133.6 million of convertible subordinated pay-in-kind notes (the
"PIK Notes"). As a result of this transaction, United and Philips each owned a
50% economic and voting interest in UPC.
On December 11, 1997, United acquired Philips' 50% interest in UPC (the
"UPC Acquisition"), thereby making it an effectively wholly-owned subsidiary of
United (subject to certain employee equity incentive compensation arrangements)
through its wholly-owned subsidiary UIH Europe, Inc. ("UIHE"). The entity's
name was changed to United Pan-Europe Communications N.V., and its legal seat
was transferred from Eindhoven to Amsterdam. Through its cable-based
communications networks in 10 countries in Europe and in Israel, UPC currently
offers cable television services and is further developing and upgrading its
network to provide digital video, voice and Internet/data services in Western
European markets.
As part of the UPC Acquisition, (i) UPC purchased the 3,169,151 shares of
Class A Common Stock of United held by Philips (66,800), (ii) United purchased
169,899 of the accreted amount of UPC's PIK Notes and redeemed them for
15,180,261 shares of UPC, (iii) UPC repaid to Philips the remaining 170,371
accreted amount of the PIK Notes (339,800), (iv) United purchased 13,121,604
shares of UPC directly from Philips, and (v) UPC repurchased Philips' remaining
equity interest in UPC (24,378,396 shares). The UPC Acquisition was financed
with proceeds from a long-term revolving credit facility through UPC with a
syndicate of banks (305,200) (the "Senior Revolving Credit Facility"), a bridge
bank facility through a subsidiary of UPC $111,200 (224,000) and a cash
investment by United of 327,400. Approximately 479,000 drawn on the Senior
Revolving Credit Facility was used to repay existing debt of UPC in conjunction
with the UPC Acquisition.
United's acquisition of Philips' interest in UPC was accounted for as a
step acquisition under purchase accounting. As a result of UPC becoming
effectively wholly owned by United, such purchase accounting adjustments, along
with existing basis differences, were pushed down to the financial statements
of UPC and a new basis of accounting was established for the UPC net assets
acquired by United. As of December 11, 1997, the proportional net assets of UPC
acquired by United were recorded at fair market value based on the purchase
price paid by United, along with additional basis differences at the United
level existing as of that date. The total purchase accounting adjustments of
514,758 were allocated to UPC's underlying net assets.
S-5
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
NOTE TO PARENT ONLY
SCHEDULE I (Continued)
As a result of the UPC Acquisition and the associated push-down of United
basis on December 11, 1997, the condensed information as to financial position
of registrant as of December 31, 1997 and December 31, 1998 is presented on a
"post-acquisition" basis. The condensed information as to the operations and
the cash flows of the registrant for the year ended December 31, 1997 include
the post-acquisition results of the Company for the period from December 11,
1997 through December 31, 1997, which reflects 1,980 of new basis depreciation
and amortization resulting from push-down accounting as well as approximately
4,034 of interest expense from purchase related indebtedness which is included
in the Parent's share in result of affiliated companies, net. Due to
immateriality, the entire fiscal year ended December 31, 1997 is presented as
"pre-acquisition" in the accompanying condensed information as to the
operations and cash flows of registrant.
S-6
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
VALUATION AND QUALIFYING ACCOUNTS
SCHEDULE II
(In thousands of Dutch Guilders)
<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E Column F
- -------- --------- -------- ------------ ------------- ---------
Additions
---------------------
Balance
at Charged Balance
Beginning to at End of
Description of Period Expense Acquisitions Deductions(1) Period
- ----------- --------- -------- ------------ ------------- ---------
<S> <C> <C> <C> <C> <C>
Allowance for doubtful
accounts receivable:
Year ended December
31, 1998............. 6,445 2,021 1,128 (334) 9,260
===== ===== ===== ====== =====
Year ended December
31, 1997............. 5,835 2,093 543 (2,026) 6,445
===== ===== ===== ====== =====
Year ended December
31, 1996............. 5,342 907 835 (1,249) 5,835
===== ===== ===== ====== =====
Six months ended
December 31, 1995.... -- -- 5,342 -- 5,342
===== ===== ===== ====== =====
Allowance for costs to
be reimbursed:
Year ended December
31, 1998............. 2,209 109 -- (2,318) --
===== ===== ===== ====== =====
Year ended December
31, 1997............. 4,620 1,221 -- (3,632) 2,209
===== ===== ===== ====== =====
Year ended December
31, 1996............. 5,303 794 -- (1,477) 4,620
===== ===== ===== ====== =====
Six months ended
December 31, 1995.... 4,137 1,166 -- -- 5,303
===== ===== ===== ====== =====
Allowance for
Investments in
Affiliated Companies:
Year ended December
31, 1998............. -- -- -- -- --
===== ===== ===== ====== =====
Year ended December
31, 1997............. 4,186 -- -- (4,186) --
===== ===== ===== ====== =====
Year ended December
31, 1996............. 4,946 -- -- (760) 4,186
===== ===== ===== ====== =====
Six months ended
December 31, 1995.... -- 4,946 -- -- 4,946
===== ===== ===== ====== =====
</TABLE>
- --------
(1) Represents uncollectible balances written off to the allowance account and
the effect of currency translation adjustments.
S-7
<PAGE>
Exhibit 3.1
ARTICLES OF ASSOCIATION:
United Pan-Europe Communications N.V.
having its official seat in Amsterdam.
Dated 26 July 1999.
Complete text of the articles of association as currently in force, after
partial amendment, executed by notarial deed on 26 July 1999 by a deputy of Mr
R.J.J. Lijdsman, civil law notary in Amsterdam, on a draft of which deed the
statement of no objections by the Ministry of Justice was granted on 26 July
1999, with number N.V. 400.149.
<PAGE>
CHAPTER I
- ---------
Definitions.
- -----------
Article 1.
- ---------
In these articles of association the following expressions shall have the
following meanings:
a. the general meeting: the body of the company formed by shareholders and
-------------------
other persons entitled to vote;
b. the general meeting of shareholders: the meeting of shareholders and other
-----------------------------------
persons entitled to attend the general meetings;
c. the annual meeting: the general meeting of shareholders held for the
------------------
purpose of dealing with the annual accounts and the annual report;
d. depository receipts: depository receipts in respect of shares issued by the
-------------------
company;
e. subsidiary:
----------
- a legal entity in which the company or one or more of its
subsidiaries, whether or not by virtue of agreement with other persons
who can cast votes, can exercise alone or together more than half of
the voting rights in the general meeting of members or shareholders of
that legal entity;
- a legal entity in respect of which the company or one or more of its
subsidiaries is a member or shareholder and, whether or not by virtue
of agreement with other persons who can cast votes, alone or together,
can appoint or dismiss more than half the Board of Management members
or the supervisory board members, also in the event all the persons
who can cast votes, vote;
a partnership acting in its own name shall be regarded as a subsidiary,
where the company or one or more subsidiaries, as a partner, is fully
liable to creditors for debts; all this with due observance of all
provisions of the paragraphs 3 and 4 of article 24a, Book 2 of the Civil
Code;
f. group company: a legal entity or company together with which the company,
-------------
in accordance with the meaning of article 24b, Book 2 of the Civil Code,
forms a group;
g. the distributable part of the net assets: that part of the company's
----------------------------------------
capital and reserves which exceeds the aggregate of the part of the capital
which has been paid-up and called and the reserves which must be
maintained by virtue of the law or these articles of association;
h. accountant: a "registeraccountant" or other accountant referred to in
----------
article 393, Book 2 of the Civil Code, also the organisation within which
such accountants practice;
i. Priority: the meeting of holders of priority shares.
--------
CHAPTER II
- ----------
Name, seat, objects.
- -------------------
Article 2. Name and seat.
- ------------------------
1. The name of the company is:
United Pan-Europe Communications N.V.
<PAGE>
2
2. It shall have its seat in Amsterdam.
Article 3. Objects.
- ------------------
The objects of the company are:
a. to own, operate, and develop subscription and multi-channel television
systems, to render related consulting, engineering and programming services
and to provide other communications services;
b. to incorporate, manage and finance and to participate in other companies
and enterprises;
c. to take up loans, lend and invest moneys and acquire, transfer and dispose
of claims and assets in general;
d. to provide guarantees, to bind the company and to encumber the assets of
the company for the benefit of both group companies, and third parties;
e. to provide services to companies and undertakings with which it is
associated in a group, and to third parties;
f. to exploit patents, trade mark rights, licences and industrial property
rights;
g. to carry out other financial or industrial activities.
CHAPTER III
- -----------
Capital and shares. Register.
- ------------------ --------
Article 4. Authorised capital. Classes of shares.
- ------------------------------------------------
1. The authorised capital amounts to ninehundred and two million Euro
(EUR 902,000,000).
2. It is divided into:
- twohundred million (200,000,000) ordinary shares A with a nominal
value of two Euro (EUR 2,--) each;
- onehundred million (100,000,000) ordinary shares B with a nominal
value of two Eurocents (EUR 0,02) each;
- onehundred (100) priority shares with a nominal value of two Euro (EUR
2,--) each;
- forty-nine million ninehundred ninety-nine thousand ninehundred
(49,999,900) preference shares A with a nominal value of two Euro
(EUR 2,--) each; and,
- twohundred million (200,000,000) preference shares B with a nominal
value of two Euro (EUR 2,--) each.
3. The ordinary shares A and the ordinary shares B may, at the option of the
shareholder, be registered shares or bearer shares. The priority shares,
the preference shares A and the preference shares B shall be registered
shares.
4. Wherever the articles of association refer to shares or shareholders, such
terms shall be understood to refer to all classes of shares mentioned in
paragraph 2 and the holders thereof, unless the contrary is apparent from
the context. Wherever the articles of association refer to ordinary shares,
such term shall be understood to refer to both ordinary shares A and
ordinary shares B, unless the contrary is apparent from the context.
<PAGE>
3
5. The company may lend its cooperation to the issuance of depositary receipts
of its shares.
Article 5. Certificate of bearer shares.
- ---------------------------------------
1. On the occasion of a subscription to ordinary shares a subscriber becoming
entitled to an ordinary share may require the company, in writing, the
delivery of a registered ordinary share.
Without such request, the subscriber shall obtain a bearer ordinary share
in conformity with the provisions of this article.
2. All bearer ordinary shares A shall be embodied by one single share
certificate. All bearer ordinary shares B shall be embodied by one single
share certificate.
3. The share certificates shall on behalf of those entitled to the shares
embodied by it, hereinafter referred to as: the "participants", be kept for
the safe custody by the Central Depository within the meaning of the
Securities Depository Act, hereinafter referred to as: "Necigef".
4. The company shall confer on a person or entity a right to a bearer ordinary
share by (i) having Necigef enable the company to add to the shares
embodied by the share certificate concerned another share, and (ii) the
designation by the entitled person or entity of an Associated Institution
(within the meaning of the Securities Depository Act), hereinafter:
Associated Institution, crediting him as participant in this Institution's
collective deposit of ordinary shares of the class concerned in the
company.
5. Without prejudice to the provisions of Article 40, paragraph 5 of these
Articles of Association, Necigef shall be irrevocably charged with the
management of the share certificates and be irrevocably authorised on
behalf of the participants to perform all acts in respect of the shares
concerned, including the acceptance and delivery of and the leading of
co-operation in the crediting to and debiting from the share certificates.
6. A participant in a collective deposit of an Associated Institution may at
any time, up to the number of bearer ordinary shares he is entitled to,
require the conversion of one or more bearer ordinary shares into
registered ordinary shares of the class concerned. Conversion of one or
more bearer ordinary shares shall require (i) the transfer of the shares
concerned by Necigef to the participant, (ii) Necigef enabling the company
to have the ordinary shares debited from the share certificate concerned,
(iii) the Associated Institution concerned debiting the participant
accordingly as participant in its collective deposit of ordinary shares in
the company and (iv) the company effecting the entry of the participant's
name in the company's register of shareholders as holder of the registered
ordinary shares concerned.
7. A holder of registered ordinary shares may at any time, up to the number of
his registered ordinary shares of the class concerned, require the
conversion of registered ordinary shares into bearer ordinary shares of
the same class.
Conversion of one or more registered ordinary shares shall require (i) the
transfer of the shares concerned by the shareholder to Necigef, (ii)
Necigef enabling the company to have the ordinary shares credited to the
share certificate concerned, (iii) the Associated Institution crediting the
shareholder accordingly as participant in its collective
<PAGE>
4
deposit of ordinary shares concerned in the company, and (iv) the company
effecting the deletion of the participant's name as holder of the shares
concerned in the company's register of shareholders.
8. For the purpose of application of the provisions of these articles of
association, shareholders shall be take to include participants in a
collective depository of bearer ordinary shares as defined in the
Securities Depository Act.
Article 6. Register of shareholders.
- -----------------------------------
1. No certificates shall be issued for registered ordinary shares, priority
shares, preference shares A and for preference shares B.
2. The Board of Management shall keep a register containing the names and
addresses of all holders of registered ordinary shares, priority shares,
preference shares A and preference shares B, with reference to the class
of shares.
3. Every holder of one or more registered shares and any person having a life
interest or a right of pledge over one or more such shares shall be obliged
to provide the company in writing with their address.
4. All entries and notes in a register shall be signed by a member of the
Board of Management.
5. Article 85, Book 2 of the Civil Code also applies to the register.
6. Extracts from a register are not marketable.
CHAPTER IV
- ----------
Issuance of shares.
- ------------------
Article 7. Body competent to issue shares.
- -----------------------------------------
1. Shares shall be issued pursuant to a resolution of the Board of Management.
The resolution shall be subject to the approval of both the Supervisory
Board and the Priority. This authority of the Board of Management shall
relate to all unissued shares of the authorised capital, as applicable now
or at any time in the future. The duration of this authority shall be
established by a resolution of the general meeting and shall be for a
period of maximum five years, without prejudice to the provisions of
article 46.
2. Designation of the Board of Management as the corporate body competent to
issue shares may be extended by the articles of association or by a
resolution of the general meeting for a period not exceeding five years in
each case. The resolution of the general meeting shall be subject to the
approval of both the Supervisory Board and the Priority. The number of
shares which may be issued shall be determined at the time of this
designation. Designation by resolution of the general meeting cannot be
revoked unless determined otherwise at the time of designation.
3. Upon termination of the authority of the Board of Management, the issue of
shares shall thenceforth require a resolution of the general meeting, save
where another corporate body has been designated by the general meeting.
The resolution of the general meeting to issue shares or to designate
another corporate body shall be subject to the approval of both the
Supervisory Board and the Priority.
4. The issue of preference shares B pursuant to a resolution of a corporate
body other than the general meeting, as a result of which an amount of
issued preference shares
<PAGE>
5
B would be effected which would exceed hundred per cent (100%) of the
amount of issued shares of other classes may only be effected after the
general meeting has for the specific instance granted its concurrence.
5. In the event of an issue of preference shares B pursuant to a resolution
of a corporate body other than the general meeting as a result of which an
amount of preference shares B would be issued which does not exceed hundred
percent (100%) of the amount of issued shares of other classes, a general
meeting of shareholders shall be convened and held within four weeks of
the issue in which the reasons for the issue shall be explained.
6. The provisions of paragraph 1 to 5 inclusive shall be equally applicable
to the granting of rights to subscribe for shares but shall not be
applicable to the issue of shares to persons exercising a previously
granted right to subscribe for shares.
7. In the event of an issue of preference shares B a general meeting of share-
holders shall be convened, to be held not later than two years after the
date on which preference shares B were issued for the first time. The
agenda for that meeting shall include a resolution relating to the
repurchase or cancellation of the preference shares B. If the resolution to
be adopted in respect of this item on the agenda is not directed to the
repurchase or cancellation of the preference shares B, a general meeting of
shareholders shall be convened and held, in each case within two years of
the previous meeting, the agenda of these meetings shall include a
resolution relating to the repurchase of cancellation of the preference
shares B, until such time as no more preference shares B shall be issued.
The foregoing provisions of this paragraph do not apply to preference
shares B issued pursuant to a resolution or with concurrence of the
general meeting.
8. Article 96, Book 2 of the Civil Code also applies to the issuance of shares
and the granting of rights to take up shares.
Article 8. Conditions of issuance. Rights of pre-emption.
- --------------------------------------------------------
1. The price and further conditions of issuance shall be determined in the
resolution to issue shares. The issue price of ordinary shares A,
preference shares A, preference shares B and preference shares C may be no
lower than par value, without prejudice to the provision of article 80
paragraph 2, Book 2 of the Civil Code.
The issue price of ordinary shares B may be no lower than two Euro
(EUR 2,--).
2. Upon the issuance of ordinary shares, every holder of ordinary shares shall
have a preferential right in accordance with article 96a, Book 2 of the
Civil Code. The same applies to the granting of rights for the taking up of
ordinary shares.
3. The pre-emptive right may be restricted or excluded by a resolution of the
Board of Management. The resolution shall be subject to the approval of
both the Supervisory Board and the Priority. The authority granted to the
Board of Management shall terminate on the date of termination of the
authority of the Board of Management to issue shares. Paragraph 1 to 3
inclusive of article 7 shall be equally applicable.
<PAGE>
6
4. Articles 96a and 97, Book 2 of the Civil Code also apply to the conditions
of issuance and to the preferential right.
Article 9. Payment for shares.
- -----------------------------
1. Upon the taking up of each ordinary share, preference share A and priority
share, the total par value shall be paid together with, if the share is
taken up at a higher price, the difference between these amounts, without
prejudice to the provisions in article 80 paragraph 2, Book 2 of the Civil
Code.
Upon the taking up of each preference share B, at least one fourth of
the par value shall be paid. Further payments on preference shares B shall
be made, up to the par value as a maximum, at the request, approved by the
Supervisory Board, of the Board of Management.
2. Payment for ordinary shares, preference shares A and priority shares must
be made in cash to the extent that no other manner of payment has been
agreed upon. Payment for preference shares B can only be made in cash.
3. The Board of Management shall be authorised to enter into transactions
concerning non-monetary contributions on ordinary shares, and the other
transactions referred to in article 94 paragraph 1, Book 2 of the Civil
Code, without the prior approval of the general meeting. The resolution to
enter into these transactions shall require the approval of the
Supervisory Board and the Priority.
4. Articles 80, 80a, 80b and 94b, Book 2 of the Civil Code also apply to
payments on shares and non-monetary contributions.
CHAPTER V
- ---------
Own shares and depository receipts thereof.
- ------------------------------------------
Article 10.
- ----------
1. The company shall be entitled to acquire fully paid-up shares in its own
capital or depository receipts in respect thereof, provided either no
valuable consideration is given or provided that:
a. the distributable part of the capital and reserves is at least equal
to the purchase price; and
b. the nominal value of the shares or the depository receipts in respect
thereof which the company acquires, holds or holds in pledge or which
are held by a subsidiary does not exceed one tenth of the issued
capital.
2. The Board of Management shall require the authorization of the general
meeting for an acquisition for valuable consideration. This authorization
may be given for a maximum of eighteen months. At the time of granting such
authorization, the general meeting must determine how many shares or
depositary receipts thereof may be acquired and between which limits the
price must be.
3. The company may acquire its own shares or depository receipts thereof in
order to transfer them, pursuant to a regulation to that effect, to staff
employed by the company or by a group company.
4. The acquisition or alienation by the company of its own shares shall take
place pursuant to a decision of the Board of Management. Such a decision
shall be subject
<PAGE>
7
to the approval of the Supervisory Board and the Priority, without
prejudice to the provisions of paragraph 2.
5. Articles 89a, 95, 98, 98a, 98b, 98c, 98d and 118, Book 2 of the Civil Code
also apply to own shares or depository receipts thereof.
CHAPTER VI
- ----------
Capital reduction.
- -----------------
Article 11.
- ----------
1. The general meeting may decide to reduce the issued capital, but only at
the proposal of the Board of Management with the approval of the
Supervisory Board:
a. by cancelling shares; or
b. by reducing the amount of the shares by amendment of the articles of
association.
A resolution of the general meeting to reduce the capital must designate
the shares to which the resolution relates and must include provisions for
the implementation of the resolution.
2. A resolution to cancel shares may only involve:
a. shares or depository receipts in respect thereof held by the company
itself; or
b. all preference shares A, all preference shares B, all priority shares,
all ordinary shares A or all ordinary shares B, in all cases with the
consent of the meeting of holders of shares of the class concerned and
with repayment.
3. In case of cancellation of all preference shares A and/or all preference
shares B, without prejudice to any provision of the law on the subject,
there shall, to the extent possible, be paid in respect of these shares an
amount equal to the nominal amount paid on those shares, increased by any
outstanding dividend referred to in article 31 paragraph 1 respectively
paragraph 2, which dividend shall then be calculated over the period
ending on the date on which the payment shall become payable. In case of
cancellation shall in respect of preference shares A also be paid, to the
extent possible, the amount of share premium paid up on those shares if it
was decided so upon the first issuance of preference shares A.
In case of cancellation shall on ordinary shares B be paid, to the extent
possible, the nominal amount of these shares increased by an amount of one
Euro and ninety-eight Eurocents (EUR 1,98) at the charge of the company's
share premium reserve or, provided the shareholder concerned agrees, at the
charge of another reserve of the company.
4. Partial repayment of shares or exemption from the obligation to pay calls
on shares is only possible in order to implement a decision to reduce the
amount of the shares. Such repayment or exemption shall take place:
a. with regard to all shares; or
b. with regard to either the preference shares A, the preference shares
B, the priority shares, the ordinary shares A or the ordinary shares
B, in all cases with the consent of the meeting of holders of shares
of the class concerned.
CHAPTER VII
- -----------
<PAGE>
8
Transfer of shares. Limited rights.
Article 12.
- ----------
1. The transfer of a registered share or the transfer of a right-in-rem
therein shall be effected by means of a deed and, except where the company
itself is a party to the transaction, acknowledgement in writing of the
transfer by the company.
Acknowledgement is effected in the deed, or by a dated declaration of
acknowledgement either on the deed or on a copy or extract thereof which is
certified by a civil law notary or by the transferor. Official service of
that deed or that copy or extract on the company shall rank as
acknowledgement.
2. A right of pledge may also be created without acknowledgement or official
service of notice to the company. In such case, article 239, Book 3 of the
Civil Code applies accordingly, on the understanding that the communication
referred to in paragraph 3 of that article, shall then be replaced by
acknowledgement by or official service on the company.
3. The acknowledgement shall be signed by a member of the Board of Management.
4. The provisions of paragraphs 1 and 3 apply accordingly to the allocation
of registered shares on the division of jointly held property.
5. The shareholder shall have voting rights in respect of a share in which
the life interest or the right of pledge is created. However, the voting
rights shall accrue to the beneficiary of the life interest or the pledgee
in the event that it was so stipulated at the creation of the life
interest or the right of pledge. The shareholder who holds no voting rights
and the beneficiary of a life interest or pledgee who does hold voting
rights shall have the rights which the law attributes to holders of
depository receipts in respect of shares in a company which are issued with
that company's cooperation. A beneficiary of a life interest or a pledgee
who holds no voting rights shall not have the rights referred to in the
preceding sentence.
6. The rights attached to a share in which a life interest is created,
relating to the acquisition of shares shall accrue to the shareholder.
However, the shareholder shall compensate the beneficiary of the life
interest for the value thereof to the extent that the latter is entitled
thereto by virtue of his life interest.
Article 13. Transfer of priority shares.
- ---------------------------------------
1. A priority share can be transferred to the company.
2. Any transfer other than that to the company can only be effected with the
approval of the Board of Management and the Supervisory Board.
3. The transfer must take place within three months after the approval has
been granted. The approval shall be deemed to have been granted if the
Board of Management and the Supervisory Board, having informed the
applicant of the refusal of the request, do not simultaneously inform the
applicant of one or more prospective buyers who are prepared to purchase
the priority share(s) concerned against payment in cash. The company
itself can be designated as a prospective buyer.
<PAGE>
9
4. The transfer of a priority share to the company or to another prospective
buyer as referred to in paragraph 3 shall take place against a purchase
price that equals the nominal value of the priority share.
5. If a priority share is transferred without the approval of the Board of
Management and the Supervisory Board, the rights adhered to the priority
share can not be exercised.
CHAPTER VIII
- ------------
Management.
- ----------
Article 14. Board of Management.
- -------------------------------
1. The management of the company shall be constituted by a Board of Management
consisting of one or more members.
2. Subject to the above minimum, the number of members of the Board of
Management shall be determined by the Supervisory Board.
3. If the Board of Management is constituted by two or more members the
Supervisory Board may designate one of the members of the Board of
Management as President and one of the members as Chief Executive Officer.
One member of the Board of Management may have both designations.
Article 15. Appointment.
- -----------------------
1. Members of the Board of Management shall be appointed by the general
meeting from a list of candidates to be drawn up by the Priority.
2. The list of candidates shall be binding provided that the list contains the
names of at least two persons. However, the general meeting may at any
time, by resolution passed with a majority of at least two-thirds of the
votes cast representing more than half of the issued capital, resolve that
such list shall not be binding.
3. If the Priority should fail to draw up a list of nominees within three
months after the vacancy has occurred the general meeting may appoint a
member of the Board of Management at its own discretion.
4. In case the Priority has drawn up a non-binding list of candidates, the
general meeting can only appoint a member of the Board of Management in
contravention of the list by resolution taken with a majority of two
thirds of the votes cast representing more than fifty percent of the issued
share capital.
Article 16.Suspension and removal.
- ---------------------------------
1. Each member of the Board of Management may be suspended or removed at any
time by the general meeting.
2. A resolution to suspend or remove other than at the proposal of the
Priority may only be passed by the general meeting with a majority of at
least two-thirds of the votes cast representing more than half of the
issued capital.
3. Each member of the Board of Management can, at any time, be suspended by
the Supervisory Board.
The Supervisory Board may only pass a resolution to suspend a member of the
Board of Management with a majority of at least two-thirds of the votes
cast in a meeting in which at least fifty percent of the members of the
Supervisory Board is present or represented.
<PAGE>
10
Such suspension may be discontinued by the general meeting at any time.
4. Any suspension may be extended one or more times, but may not last longer
than three months in the aggregate. If at the end of that period no
decision has been taken on termination of the suspension, or on dismissal,
the suspension shall cease.
Article 17. Remuneration.
- ------------------------
The Supervisory Board shall determine the remuneration and further conditions of
employment for each member of the Board of Management.
Article 18. Duties of the Board of Management. Decision making process.
- ----------------------------------------------------------------------
Allocation of duties.
- --------------------
1. Subject to the restrictions imposed by these articles of association, the
Board of Management shall be entrusted with the management of the company.
2. The Board of Management shall draw up a set of rules governing the passing
of resolutions by the Board of Management. The rules shall require the
approval of the Supervisory Board.
3. The Board of Management may determine the duties with which each member of
the Board of Management will be charged in particular. The allocation of
duties shall require the approval of the Supervisory Board.
4. The Board of Management may appoint Officers and allocate certain of its
duties to such Officers. Such allocation shall not effect the ultimate
responsibility of the Board of Management for the duties thus allocated.
Article 19. Representation.
- --------------------------
1. The Board of Management shall be authorised to represent the company. Two
members of the Board of Management acting jointly shall also be authorized
to represent the company.
The Board of Management may grant to one or more of its members a power of
attorney to represent the company alone with due observance of the
restrictions of the power of attorney.
2. In the event of a conflict of interest between the company and a member of
the Board of Management, the company shall be represented by such member
of the Board of Management or of the Supervisory Board as the Supervisory
Board shall designate for this purpose.
Article 20. Approval of decisions of the Board of Management.
- ------------------------------------------------------------
1. Without prejudice to any other appropriate provision of these articles of
association, the Board of Management shall require approval of the
Supervisory Board for managerial decisions with relation to:
a. direct or indirect participation in the capital of another company as
well changing the percentage of the participation;
b. acquiring or alienating fixed assets the value of which exceeds an
amount determined by the Supervisory Board;
c. providing guarantees for an amount exceeding an amount determined by
the Supervisory Board;
<PAGE>
11
d. performing legal acts implying an amount exceeding an amount
determined by the Supervisory Board, on the understanding that more
than one act with respect to a same transaction will be deemed to be
one act;
e. other acts of the Board of Management as determined by the
Supervisory Board and communicated to the Board of Management in
writing.
2. The Priority is entitled, after consultation of the Supervisory Board, to
require resolutions of the Board of Management to be subject to its
approval. Such resolutions shall be clearly specified and notified to the
Board of Management in writing.
3. Without prejudice to any other appropriate provision of these articles of
association, the Board of Management shall require approval of the
meeting of holders of ordinary shares B for decisions to cooperate with a
public offer for shares in the company in case the offer is either limited
to ordinary shares A or the offer is not made on equal financial terms for
the shares of both classes of ordinary shares.
4. The lack of approval of the Supervisory Board, the Priority or the meeting
of holders of ordinary shares B in respect of a decision referred to in
this article does not affect the authority of the Board of Management or
its members to represent the company.
Article 21. Absence or prevention.
- ---------------------------------
If a member of the Board of Management is absent or is prevented from performing
his duties, the remaining members or member of the Board of Management shall be
temporarily entrusted with the entire management of the company. If all
members or the sole member of the Board of Management are absent or are
prevented from performing their duties, the management of the company shall be
temporarily entrusted to the Supervisory Board which shall then be authorised to
entrust the management temporarily to one or more persons, whether or not from
among its members.
CHAPTER IX
- ----------
Supervisory Board.
- -----------------
Article 22. Number of members.
- -----------------------------
1. The company shall have a Supervisory Board. The Supervisory Board can
consist of individuals only. The Supervisory Board shall consist of at
least three Supervisory Directors.
2. Subject to the above minimum, the number of Supervisory Directors shall be
determined by the Supervisory Board.
3. If there are fewer than three Supervisory Directors in office, the
Supervisory Board shall be competent, but shall proceed without delay to
make up the number or numbers.
Article 23. Appointment.
- -----------------------
1. The Supervisory Directors shall be appointed by the general meeting from a
list of candidates to be drawn up by the Priority.
2. The provisions of paragraphs 2, 3 and 4 of article 15 shall apply
accordingly to the appointment of Supervisory Directors.
In contravention of the provisions of paragraphs 1 and 2, one Supervisory
Director may be appointed by Philips Electronics N.V.
<PAGE>
12
3. When a person is proposed for appointment as a Supervisory Director,
particulars shall be stated in respect of his age, his profession, the
nominal amount of shares in the capital of the company he holds and his
present and past functions, in so far as such functions are of interest in
connection with the performance of the duties of a Supervisory Director.
Legal entities of which he is already a supervisory Director shall also be
mentioned; if there are companies among them which belong to the same
group, it shall be sufficient to name that group. The reason for the
proposal shall be stated.
Article 24. Suspension and removal. Retirement.
- ----------------------------------------------
1. Each Supervisory Director may be suspended or removed by the general
meeting at any time.
2. The provisions of paragraphs 2 and 4 of article 16 shall also be applicable
to the suspension and removal of Supervisory Directors.
In contravention of the provisions of paragraphs 1 and 2, a Supervisory
Director appointed by Philips Electronics N.V. may only be suspended and
removed by Philips Electronics N.V.
3. The Supervisory Directors, other than a Supervisory Director appointed by
Philips Electronics N.V., shall retire periodically in accordance with a
rotation plan to be drawn up by the Supervisory Board. Each resigning
Supervisory Director may be re-appointed as long as he has not reached the
age limit.
Article 25. Remuneration.
- ------------------------
The general meeting shall determine the remuneration for every member of the
supervisory Board.
Article 26. Duties and powers.
- -----------------------------
1. It shall be the duty of the Supervisory Board to supervise the Board of
Management's management and the general course of affairs in the company
and in the business connected with it.
It shall advise the Board of Management. In performing their duties the
Supervisory Directors shall act in accordance with the interests of the
company and of the business connected with it.
2. The Board of Management shall promptly supply the Supervisory Board with
the information required for the performance of its duties.
3. The Supervisory Board shall have access to the buildings and premises of
the company and shall be authorised to inspect the books and records of
the company. The Supervisory Board may designate one or more persons from
among its members or an expert to exercise these powers. The Supervisory
Board may be assisted by experts in other cases also.
4. The Supervisory Board may appoint from amongst its members a delegate
Supervisory Director who will especially be charged with the day-to-day
contact with and supervision on the Board of Management in all matters
related to the company.
The Supervisory Board may also delegate, under its own responsibility,
certain of its powers to the delegate Supervisory Director.
<PAGE>
13
The Supervisory Board may as well appoint one or more vice delegate
Supervisory Directors for the purpose of substituting the delegate
Supervisory Director in case of his absence or incapability to act.
The Board of Management shall contact and consult to the extent possible
the delegate Supervisory Director in all important matters.
Article 27. Proceedings and decision making process.
- ---------------------------------------------------
1. The Supervisory Board shall elect a Chairman from amongst its members, and
a Vice Chairman who shall take the place of the Chairman in the latter's
absence. It shall appoint a secretary, who need not be a member of the
Supervisory Board, and make arrangements for substitution in case of
absence.
2. In the absence of the Chairman and the Vice Chairman at a meeting, the
meeting shall itself designate a Chairman.
3. The Supervisory Board shall meet whenever the Chairman, or two other
Supervisory Directors, or the Board of Management deems such necessary.
4. The secretary shall keep minutes of the proceedings at meetings of the
Supervisory Board. The minutes shall be adopted in the same meeting or in a
following meeting of the Supervisory Board and shall be signed by the
Chairman and the secretary as evidence thereof.
5. All decisions of the Supervisory Board shall be adopted by an absolute
majority of the votes cast unless otherwise provided for in these articles.
6. Decisions of the Supervisory Board shall only be valid if taken at a
meeting at which the majority of the Supervisory Directors are present or
represented.
7. A Supervisory Director may be represented by a co-member of the Supervisory
Board authorised in writing. The expression "in writing" shall include any
message transmitted by current means of communication and received in
writing. A Supervisory Director may not act as representative for more than
one co-member.
8. The Supervisory Board may also take decisions outside a meeting, provided
the proposal concerned is submitted to all Supervisory Directors and none
of them objects to this manner of taking decisions. The secretary shall
draw up a report regarding a decision thus taken and shall attach the
replies received to the report, which shall be signed by the president and
the secretary.
9. The Supervisory Board shall meet together with the Board of Management as
often as the Supervisory Board or Board of Management deems such necessary.
Article 28. Indemnification. Limited liability.
- ----------------------------------------------
1. The company shall indemnify any person who is or was a Supervisory Director
or a member of the Board of Management and who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the company) by
reason of the fact that he is or was a Supervisory Director, member of the
Board of Management, Officer, employee or agent of the company, or is or
was serving at the request of the company as a supervisory director,
member of the Board of Management, officer, director, employee, trustee or
agent of another
<PAGE>
14
company, a partnership, joint venture, trust or other enterprise or entity,
including with respect to employee benefit plans maintained or sponsored by
the company or for the benefit of its or any of its group companies'
employees or consultants against all expenses (including attorneys' fees),
judgements, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the company, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful or outside of his mandate. The termination of any
action, suit or proceeding by a judgement, order, settlement, conviction,
or upon a plea of nolo contendee or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and not in a
manner which he reasonably could believe to be in or not opposed to the
best interest of the company, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
2. The company shall indemnify any person who is or was a Supervisory Director
or a member of the Board of Management and who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or proceeding by or in the right of the company to procure a judge-
ment in its favour, by reason of the fact that he is or was a Supervisory
Director, member of the Board of Management, Officer, employee or agent of
the company, or is or was serving at the request of the company as a super-
visory director, member of the Board of Management, officer, director,
employee, trustee or agent of another company, a partnership, joint
venture, trust or other enterprise or entity, including with respect to
employee benefit plans maintained or sponsored by the company or for the
benefit of its or any of its group companies' employees or consultants
against all expenses (including attorneys' fees) judgements, fines and
amounts paid in settlement, actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the company, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for gross negligence or wilful misconduct in
the performance of his duty to the company, unless and only to the extent
that the court in which such action or proceeding was brought or any other
court having appropriate jurisdiction shall determine upon application
that, despite the adjudication of liability but in view of all of the
circumstances of the case, such person is fairly and reasonably entitled
to indemnification against such expenses which the court in which such
action or proceeding was brought or such other court having appropriate
jurisdiction shall deem proper.
3. To the extent that a Supervisory Director or member of the Board of
Management, Officer, employee or agent of the company has been successful
on the merits or otherwise in defense of any action, suits of proceeding,
referred to in paragraphs 1 and 2, or in defense of any claim, issue or
matter therein, he shall be indemnified against all
<PAGE>
15
expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith.
4. Any indemnification by the company referred to in paragraphs 1 and 2 shall
(unless ordered by a court) only be made by the Company upon a
determination that indemnification of the Supervisory Director or member of
the Board of Management is proper under the circumstances because he had
met the applicable standard of conduct set forth in paragraph 1 and 2 of
this article 28. Article 27 notwithstanding such determination shall be
made:
a. by a decision of the Supervisory Board adopted by a majority of the
votes cast by Supervisory Directors who are not parties to such
action, suit or proceeding, even though such decision is taken at a
meeting at which such Supervisory Directors present or represented are
less than a majority of all the Supervisory Directors, or;
b. if there are no Supervisory Directors who are not named as parties to
such action, suit or proceeding or if the Supervisory Directors who
are not named as parties to such action, suit or proceeding so
direct, by independent legal counsel in a written opinion; or
c. by the general meeting of shareholders.
5. Expenses (including attorney's fees) incurred by a Supervisory Director or
a member of the Board of Management in defending a civil or criminal
action, suit or proceeding may be paid by the company in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the Supervisory Director or member of the
Board of Management to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the company as
authorized in this article. Such expenses incurred by Officers, employees
or agents may be so paid upon such terms and conditions as the Supervisory
Board decides.
6. The indemnification provided for by this article shall not be deemed
exclusive of any other right to which a person seeking indemnification or
advancement of expenses may be entitled under the laws of the Netherlands
as from time to time amended or under any by-laws, agreement, resolution of
the general meeting of shareholders or of the disinterested members of the
Supervisory Board or otherwise, both as to actions in his official
capacity and as to actions in another capacity while holding such position,
and shall continue as to a person who has ceased to be a Supervisory
Director, member of the Board of Management, Officer, director, employee,
trustee or agent and shall also inure to the benefit of the heirs,
executors, administrators and the estate of such a person. The company may,
to the extent authorized from time to time by the Supervisory Board, grant
rights to indemnification and to the advancement of expenses to any
officer, employee or agent of the company to the fullest extent of the
provisions of this article 28 with respect to the indemnification and
advancement of expenses of Supervisory Directors and members of the Board
of Management of the company.
7. The company may, to the extent authorized from time to time by the
Supervisory Board, purchase and maintain insurance on behalf of any person
who is or was a
<PAGE>
16
Supervisory Director, member of the Board of Management, Officer, employee
or agent of the company, or is or was serving at the request of the company
as a supervisory director, member of the Board of Management, officer,
director, employee, trustee or agent of another company, a partnership,
joint venture, trust or other enterprise, or entity, against any liability
asserted against him and incurred by him in any such capacity or arising
out of his capacity as such, whether or not the company would have the
power to indemnify him against such liability under the provisions of this
article.
8. Whenever in this article reference is made to the company, this shall
include, in addition to the resulting or surviving company also any
constituent company (including any constituent company of a constituent
company) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had the power to indemnify its
supervisory directors, members of the Board of Management, officers,
employees and agents, so that any person who is or was a supervisory
director, member of the Board of Management, officer, employee or agent of
such constituent company, or is or was serving at the request of such
constituent company as a supervisory director, member of the Board of
Management, officer, director, employee, trustee or agent of another
company, a partnership, joint venture, trust or other enterprise or entity,
shall stand in the same position under the provisions of this article with
respect to the resulting or surviving company as he would have with
respect to such constituent company if its separate existence had
continued.
9. No person shall be personally liable to the company or its shareholders for
monetary damages for breach of fiduciary duty as a Supervisory Director or
member of the Board of Management; provided, however, that the foregoing
shall not eliminate or limit the liability of a Supervisory Director or
member of the Board of Management (1) for any breach of such individual's
duty of loyalty to the company or its shareholders, (2) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (3) for any transaction from which the director
derived an improper personal benefit or (4) for personal liability which
is imposed by Dutch law, as from time to time amended. No amendment, repeal
or modification of this article 28 shall adversely affect any right or
protection of any person entitled to indemnification or advancement of
expenses under this article 28 prior to such amendment, repeal or
modification.
CHAPTER X
- ---------
Annual accounts and annual report. Profits.
- ------------------------------------------
Article 29. Financial year. Annual accounts and annual report.
- -------------------------------------------------------------
1. The financial year of the company shall be the calendar year.
2. Annually, the Board of Management shall draw up annual accounts and shall
deposit these at the company's office for inspection by shareholders, not
later than five months after the end of the financial year, unless under
special circumstances this term is extended by the general meeting by not
more than six months. Within this period, the Board of Management shall
also submit the annual report.
<PAGE>
17
3. Within the period referred to in paragraph 2, the Board of Management shall
also submit the annual accounts and the annual report to the Supervisory
Board.
4. The Supervisory Board shall present its report on the annual accounts to
the general meeting.
5. Articles 101, 102 and 103 and Title 9, Book 2 of the Civil Code also apply
to the annual accounts and to the annual report.
Article 30.Adoption.
- -------------------
1. The annual accounts shall be adopted by the general meeting.
2. A discharge granted to the members of the Board of Management for their
management and to the Supervisory Directors for their supervision thereof,
relates only to the management insofar as such management is apparent from
the financial statements.
Article 31. Profits. Dividend.
- -----------------------------
1. Out of the profit - the positive balance of the profit- and loss account an
amount of dividend shall be paid on the preference shares B of which the
percentage - to be calculated over the paid up part of the nominal value -
is equal to the average deposit rate of the European Central Bank,
decreased or increased by a discount or upcount, with a maximum of three
percent (3%), to be determined by the Board of Management under the
approval of the Supervisory Board, averaged over the number of days over
which the payment is made.
If for any financial year the distribution referred to above cannot or
cannot entirely be made because the profit does not so allow, payment of
deficit shall be made from the profit of the following financial years.
2. Out of the remainder a dividend shall be paid on the preference shares A
the amount or method of computation of which shall be determined by the
corporate body authorized to issue shares upon the first issuance of
preference shares A. In this determination the corporate body may take into
account the amount of share premium, if any, paid up on the preference
shares A.
3. Out of the remainder an amount of dividend equal to five per cent (5%) of
their nominal value shall be paid on the priority shares.
4. Subsequently, the Board of Management shall, subject to the approval of the
Supervisory Board, determine which part of the profit remaining after
application of paragraphs 1, 2 and 3 shall be allocated to the reserves.
5. Any part of the profits remaining thereafter shall be paid as a dividend on
the ordinary shares.
6. If a loss is sustained in any year, no dividend shall be distributed for
that year. No dividend may be paid in subsequent years until the loss has
been compensated by profits. The general meeting may, however, resolve on a
proposal of the Board of Management, which has received the approval of the
Supervisory Board, to compensate the loss out of the distributable part of
the net assets.
7. The Board of Management, with the approval of the Supervisory Board, may
resolve to pay an interim dividend.
<PAGE>
18
8. In addition, payments to shareholders are subject to articles 103, 104 and
105, Book 2 of the Civil Code.
9. All distributions on ordinary shares, either as an (interim)dividend or
otherwise, shall be made such that on each ordinary share an equal amount
or value shall be paid.
Article 32. Distribution in shares and to the debit of the reserves.
- -------------------------------------------------------------------
1. The general meeting may, at the proposal of the Board of Management which
has been approved by the Supervisory Board, resolve that a payment of
dividend on ordinary shares be wholly or partly paid by a distribution of
shares in the company.
2. The Board of Management may, subject to the approval of the Supervisory
Board, decide that a distribution on ordinary shares shall not take place
in cash but in shares in the company.
3. The general meeting may, at the proposal of the Board of Management which
has been approved by the Supervisory Board, resolve that distributions to
holders of ordinary shares be made out of the distributable part of the net
assets. Paragraph 1 shall accordingly apply. Distributions referred to in
this paragraph 3 shall be made only if all amounts due in accordance with
article 31 paragraphs 1, 2 and 3 are paid.
4. The Board of Management, subject to approval of the Supervisory Board, may
decide to effect payment of the amounts payable to holders of preference
shares A and preference shares B in accordance with article 31 paragraph 1
respectively paragraph 2 by such payment being charged to the
distributable part of the net assets.
Article 33. Date for payment.
- ----------------------------
Dividends and other distributions shall be made payable no later than fourteen
days after being decided. The making payable shall be announced in accordance
with article 43.
CHAPTER XI
- ----------
General meetings of shareholders.
- --------------------------------
Article 34. Annual meeting.
- --------------------------
1. The annual meeting shall be held annually, within six months of the end of
the financial year.
2. The agenda for such meeting shall contain, inter alia, the following
matters:
a. the annual report;
b. adoption of the annual accounts;
c. discharge of the members of the Board of Management and the members of
the Supervisory Board;
d. appointments to any vacancies;
e. any other proposals put forward for discussion by the Supervisory
Board or the Board of Management, such as proposals concerning the
designation of a body competent to issue shares and to grant rights
to subscribe for shares and the authorization of the Board of
Management to cause the acquisition of own shares or depository
receipts thereof by the company.
Article 35. Other meetings.
- --------------------------
<PAGE>
19
Other general meetings of shareholders shall be held as often as the Board of
Management or the Supervisory Board deems such necessary, without prejudice to
the provisions of the articles 110, 111 and 112, Book 2 of the Civil Code.
Article 36. Convocation. Agenda.
- -------------------------------
1. General meetings of shareholders shall be convened by the Supervisory
Board, the Board of Management or the Priority.
2. The convocation shall take place no later than on the fifteenth day prior
to the date of the meeting.
3. The notice of the meeting shall state the subjects to be dealt with or it
shall state that the shareholders may find details thereof at the company's
office, without prejudice to the provisions of article 44 paragraph 2 of
the articles of association and of article 99 paragraph 7, Book 2 of the
Civil Code.
4. The notice of the meeting shall state the requirement for admission to the
meeting as described in article 40.
5. Convocation shall be made in the manner stated in article 43.
6. Matters not stated in the notice of the meeting may be further announced,
subject to the time limit per taining to the convocation of meetings, in
the manner stated in article 43.
7. Unless the notice of the meeting includes the contents of all documents
which, according to the law or the articles of association, are to be
available to shareholders for inspection in connection with the meeting to
be held, these documents are to be made available free of charge to
shareholders in Amsterdam at the office of a broker admitted to the trade
on the AEX-Effectenbeurs N.V. to be designated in the notice of the meeting
or another payment office as referred to in the Rules relating to
Securities.
8. The expression "shareholders" in this article shall include beneficiaries
of a life interest and pledgees to which the voting rights on shares
accrue.
Article 37. Place of meetings.
- -----------------------------
The general meetings of shareholders shall be held in Ams terdam, Rotterdam or
The Hague.
Article 38. Chairmanship.
- ------------------------
1. The general meetings of shareholders shall be chaired by the Chairman of
the Supervisory Board or, in his absence, by the Vice Chairman of that
board; in the event that the latter is also absent, the Supervisory
Directors present shall elect a chairman from their midst. The Supervisory
Board may designate another person to act as chairman of a general meeting
of shareholders.
2. If the chairman has not been appointed in accord ance with paragraph 1,
the meeting shall itself choose a chairman. Until that moment a member of
the Board of Management designated thereto by the Board of Management shall
act as chairman.
Article 39. Minutes.
- -------------------
1. Minutes shall be kept of the proceedings at every general meeting of
shareholders by a secretary to be designated by the chairman. The minutes
shall be adopted by the chairman and the secretary and shall be signed by
them as evidence thereof.
<PAGE>
20
2. The Supervisory Board or the chairman may determine that notarial minutes
shall be drawn up of the pro ings of the meeting. The notarial minutes
shall be co signed by the chairman.
Article 40. Rights at meetings.Admittance.
- -----------------------------------------
1. Each shareholder entitled to vote and each benefici ary of a life interest
or pledgee to whom the voting rights accrue shall be entitled to attend the
general meeting of shareholders, to address the meeting and to exercise
his voting rights. Where it concerns registered shares, the Board of
Management must be notified in writing of the intention to attend the
meeting. Such notice must be received by the Board of Management not later
than on the date mentioned in the notice of the meeting.
2. The right to take part in the meeting in accord ance with para graph 1 may
be exercised by a proxy authorised in writing, provided that the power of
attorney has been received by the Board of Management not later than on the
date mentioned in the notice of the meeting.
3. The date mentioned in the notice of the meeting, referred to in paragraphs
1 and 2, cannot be prior than the seventh day prior to the date of the
meeting.
4. If the voting rights on a share accrue to the benefi ciary of a life
interest or to a pledgee, instead of to the shareholder, the shareholder is
also authorised to attend the general meeting of share holders and to
address the meeting, provided that, where it concerns registered shares,
the Board of Management has been notified of the intention to attend the
meeting in accordance with paragraph 1.
Paragraph 2 applies accordingly.
5. With respect to the voting rights and/or the right to participate in
meetings the company shall on the basis of the provisions of articles 88
and 89 of Book 2 of the Civil Code also recognize as shareholder the person
or entity mentioned in a written statement of an Associated Institution as
being entitled to a given number of bearer ordinary shares belonging to its
collective depository of ordinary shares in the company provided that in
the statement it is also confirmed that the person or entity shall remain
thus entitled until the close of the meeting and the statement has been
filed with the offices of the company.
In the convocation to the meeting shall be mentioned the date on which the
filing of the statement must have been effected at the latest. This date
can not be prior to the seventh day precee ding the date of the meeting.
6. Each ordinary share B confers the right to cast one (1) vote. Each ordinary
share A, preference share A, preference share B and preference share C
confers the right to cast one hundred (100) votes.
7. Each person entitled to vote or his proxy shall sign the attend ance list.
8. The Supervisory Directors and the members of the Board of Management
shall, as such, have the right to advise the general meeting of
shareholders.
9. The chairman shall decide whether persons other than those who shall be
admitted in accordance with the above provisions of this article shall be
admitted to the meeting.
Article 41. Votes.
- -----------------
<PAGE>
21
1. Except where the law or the articles of association require a qualified
majority, all resolutions shall be adopted by absolute majority of the
votes cast.
2. If in an election of persons a majority is not obtained, a second free vote
shall be taken. If again a majority is not obtained, further votes shall be
taken until either one person obtains a majority or the election is between
two persons only, both of whom receive an equal number of votes.
In the event of such further elections (not including the second free
vote), each election shall be between the persons who participated in the
preceding election, but with the exclusion of the person who received the
smallest number of votes in that preceding election. If in a preceding
election more than one person received the smallest number of votes, it
shall be decided by lot which of these per sons should not participate in
the new election. If there is a tie of votes in an election between two
persons, it shall be decided by lot who is elected, without prejudice to
the provision of the following paragraph.
3. In the event of a tie of votes in an election from a binding list of
candidates, the candidate whose name appears first on the list shall be
elected.
4. If there is a tie of votes in a vote other than a vote for the election of
persons, the proposal is thus rejected.
5. All votes may be cast orally. The chairman is, how ever, entitled to decide
a vote by a secret ballot. If it concerns an election of persons, also a
person present at the meeting and entitled to vote can demand a vote by a
secret ballot. Voting by secret ballot shall take place by means of
secret, unsigned ballot papers.
6. Abstentions and invalid votes shall not be counted as votes.
7. Voting by acclamation shall be possible if none of the persons present and
entitled to vote objects against it.
8. The provisions of the articles 13 paragraphs 3 and 4, and 117, Book 2 of
the Civil Code also apply to the general meeting of shareholders.
Article 42. Meeting of holders of shares of one class.
- -----------------------------------------------------
1. Meetings of holders of shares of one class shall be convened by the Board
of Management, the Supervisory Board or the Priority. The meetings shall
be held as often as the Board of Management, the Supervisory Board or the
Priority deems necessary, and also whenever such is required in accordance
with the law or the articles of association.
2. With regard to these meetings, the provisions regarding the general
meetings of shareholders shall, to the extent possible, apply.
CHAPTER XII
- -----------
Convocations and notifications.
- ------------------------------
Article 43.
- ----------
1. All announcements for the general meetings of share holders, all
notifications concerning dividend and other payments and all other
communications to share holders shall be effected by means of a notice in a
national daily paper and in the Official Price
<PAGE>
22
List, without prejudice to the provisions of article 96a paragraph 4, Book
2 of the Civil Code.
2. The expression "shareholders" in paragraph 1 shall include the
beneficiaries of a life interest and pledgees to which the voting rights
on shares accrue.
CHAPTER XIII
- ------------
Amendment of the articles of association and dissolution.
- --------------------------------------------------------
Article 44. Amendment of the articles of association. Dissolution. Merger.
- -------------------------------------------------------------------------
Split-up.
- --------
1. A resolution of the general meeting to amend the articles of association,
to dissolve the company or to merge or split the company within the meaning
of Title 7 of Book 2 of the Civil Code, shall only be adopted on a proposal
of the Priority.
2. When a proposal to amend the articles of association or to dissolve the
company is to be submitted to the general meeting, such must be mentioned
in the notice of the general meeting of shareholders and, if an amendment
to the articles of association is to be discussed, a copy of the proposal,
setting forth the text of the proposed amendment verbatim, shall at the
same time be deposited at the company's office and at the office of an
institution associated with the Amsterdam Exchanges N.V. to be designated
in the notice of the meeting or another payment office as referred to in
the Rules relating to Securities for inspection and shall be held available
for shareholders as well as for beneficiaries of a life interest and
pledgees to which the voting rights on share accrue, free of charge until
the end of the meeting.
Article 45. Liquidation.
- -----------------------
1. In the event of dissolution of the company by virtue of a resolution of
the general meeting, the Board of Management shall be charged with the
liquidation of the business of the company and the Supervisory Board with
the supervision thereof.
2. During liquidation, the provisions of these articles of association shall
remain in force as far as possible.
3. From the balance remaining after payment of debts there shall first, as far
as possible, be transferred to the holders of preference shares B, in
proportion to the total amount of the preference shares B held by each of
them:
a. an amount equal to any dividend arrears as referred to in article 31
paragraph 1, which shall then be calculated over the period ending on
the day on which the liquidation payment shall become payable; and
b. the nominal amount paid on the preference shares B.
4. Out of the remainder shall be transferred to the holders of preference
shares A, in proportion to the total amount of the preference shares A held
by each of them:
a. an amount equal to any dividend arrears as referred to in article 31
paragraph 2, which shall then be calculated over the period ending on
the day on which the liquidation payment shall become payable; and
b. the nominal amount paid on the preference shares A as well as, to the
extent possible, the amount of share premium paid up on those shares
if it was decided so upon the first issuance of preference shares A.
<PAGE>
23
5. Out of the remainder shall be transferred to the holders of priority
shares, in proportion to the total amount of the priority shares held by
each of them, the nominal amount of these shares.
6. The balance then remaining shall be transferred to the holders of ordinary
shares in proportion to the total number of ordinary shares held by each of
them.
7. The liquidation shall otherwise be subject to the provisions of Title 1,
Book 2 of the Civil Code.
CHAPTER XIV
- -----------
Final and transitional statements.
- ---------------------------------
Article 46. Authority to issue shares.
- -------------------------------------
The duration of the authority of the Board of Management to issue shares and to
grant rights to subscribe for shares as provided for in article 7, shall be
fixed on five years, effective as of the day this amendment of the company's
articles of association takes effect. The authorization concerns all non-issued
shares of the authorised capital as it reads now or shall read at some point in
time. The same applies to the authorization of the Board of Management to limit
or exclude the right of pre-emption, as provided for in article 8.
----------
<PAGE>
Exhibit 23.1
As independent public auditors, we hereby consent to the use in this
Registration Statement of our reports dated March 29, 1999, on United
Pan-Europe Communications N.V. as of December 31, 1998 and 1997 and for the
years ended December 31, 1998, 1997 and 1996, included in this Registration
Statement, and to all references to our Firm included in this Registration
Statement.
Arthur Andersen
Amstelveen, The Netherlands
September 21, 1999
<PAGE>
Exhibit 23.2
As independent public auditors, we hereby consent to the use in this
Registration Statement of our report dated March 19, 1999, on United Telekabel
Holding N.V. as of December 31, 1998, and for the period from August 6, 1998,
(commencement of operations) until December 31, 1998, included in this
Registration Statement, and to all references to our Firm included in this
Registration Statement.
Arthur Andersen
Amstelveen, The Netherlands
September 21, 1999
<PAGE>
Exhibit 23.3
We hereby consent to the use in the Registration Statement of United Pan-Europe
Communications N.V. on Form S-1 of our report dated September 11, 1998, relating
to the financial statements of N.V. Te1ekabel Beheer, which appear in such
Registration Statement. We also consent to the reference to us under the heading
"Experts" in such Registration Statement.
Arnhem, The Netherlands
September 21, 1999
PricewaterhouseCoopers N.V.
<PAGE>
Exhibit 23.4
As independent public auditors, we hereby consent to the use in this
Registration Statement of our report dated February 26, 1999, on N.V. Te1ekabel
Beheer as of December 31, 1998, and for the year then ended, included in this
Registration Statement, and to all references to our Firm included in this
Registration Statement.
Arthur Andersen
Amstelveen, The Netherlands
September 21, 1999
<PAGE>
Exhibit 23.5
The Board of Directors
@Entertainment,Inc.:
We hereby consent to the use in this Registration Statement of our reports,
dated March 29, 1999, on @Entertainment, Inc.'s financial statements as of
December 31, 1998 and 1997 and for the years ended December 31, 1998, 1997 and
1996, included in this Registration Statement, and to the reference to our Firm
under the heading "Experts" in the prospectus.
KPMG
Warsaw, Poland
September 22, 1999
<PAGE>
Exhibit 23.6
As independent public auditors, we hereby consent to the use in this
Registration Statement of our report dated March 9, 1999, on A2000 Holding N.V.
as of December 31, 1998 and 1997, and for the years then ended, included in this
Registration Statement, and to all references to our Firm included in this
Registration Statement.
Arthur Andersen
Amstelveen, The Netherlands
September 21, 1999
<PAGE>
Exhibit 23.7
As independent public auditors, we hereby consent to the use in this
Registration Statement of our report dated June 18, 1999 except for Note 15, as
to which the date is June 22, 1999, on Kabel Plus a.s. as of December 31, 1998
and 1997 and for the years then ended, included in this Registration Statement,
and to all references to our Firm included in this Registration Statement.
Arthur Andersen, s.r.o.
Prague, Czech Republic
September 21, 1999
<PAGE>
Exhibit 23.8
Board of Directors
NBS Nordic Broadband Services AB:
As independent public auditors, we hereby consent to the use in this
Registration Statement of our report, dated May 4, 1999, on NBS Nordic Broadband
Services AB for the year ended December 31, 1998, included in this Registration
Statement, and to all references to our Firm included in this Registration
Statement.
Ernst & Young AB
Stockholm, Sweden
September 22, 1999
<PAGE>
Exhibit 23.9
The Board of Directors
StjarnTVnatet AB
We hereby consent to the use in this Registration Statement of United Pan-Europe
Communications N.V. on Form S-1 of the English translation of our report dated
May 29, 1998, relating to the financial statements and the financial statement
schedules of Singapore Telecom International Svenska AB (now StjarnTVnatet AB)
org No 556497-8210, which appear in such Registration Statement. The original
copy of this report is in the Swedish language. We also consent to the
references to us under the heading "Experts" in such Registration Statement.
Stockholm, Sweden
September 22, 1999
PricewaterhouseCoopers
<PAGE>
Exhibit 23.10
The Board of Directors
StjarnTVnotet AB:
We hereby consent to the use in this Registration Statement of United Pan-Europe
Communications N.V. on Form S-1 of our report dated September 17, 1999, relating
to the Reconciliation of Significant Differences between US and Swedish
Generally Accepted Accounting Principles of Singapore Telecom International
Svenska AB, which appear in such Registration Statement, we also consent to the
references to us under the heading "Experts" in such Registration Statement.
Stockholm, Sweden
September 22, 1999
PricewaterhouseCoopers
<PAGE>
Exhibit 23.11
As independent public auditors, we hereby consent to the use in this
Registration Statement of our report, dated February 26, 1999, on SBS
Broadcasting SA (formerly Scandinavian Broadcasting System SA) as of December
31, 1997 and 1998 and for the years ended December 31, 1996, 1997 and 1998,
included in this Registration Statement, and to all references to our Firm
included in this Registration Statement.
Ernst & Young
Statsautoriseret Revlsionsaktiesclskab
Copenhagen, Denmark
September 22, 1999
<PAGE>
To the Board of Directors of Stjarn TVnatet AB (formerly Singapore
International Svenska AB)
We conducted our audit of the financial statements of the Singapore Telecom
International Svenska AB for the year ended March 31, 1998 in accordance with
auditing standards generally accepted in Sweden, which are substantially the
same as those generally accepted in the United States.
PricewaterhouseCoopers
Stockholm, Sweden
September 17, 1999
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