<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No. 0-25691
-------
NTL INCORPORATED
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-4051921
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
110 East 59th Street, New York, New York 10022
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(212) 906-8440
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
The number of shares outstanding of the issuer's common stock as of March 31,
2000 was 142,105,982.
<PAGE> 2
NTL Incorporated and Subsidiaries
Index
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION Page
- ------------------------------ ----
<S> <C> <C>
Item 1. Financial Statements
Condensed Consolidated Balance Sheets-
March 31, 2000 and December 31, 1999 2
Condensed Consolidated Statements of Operations-
Three months ended March 31, 2000 and 1999 4
Condensed Consolidated Statement of Shareholders' Equity-
Three months ended March 31, 2000 5
Condensed Consolidated Statements of Cash Flows-
Three months ended March 31, 2000 and 1999 7
Notes to Condensed Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition 15
Item 3. Quantitative and Qualitative Disclosure about Market Risk 22
PART II. OTHER INFORMATION
- --------------------------
Item 4. Submission of Matters to a Vote of Security Holders 23
Item 6. Exhibits and Reports on Form 8-K 23
SIGNATURES 25
</TABLE>
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NTL Incorporated and Subsidiaries
Condensed Consolidated Balance Sheets
(dollars in thousands)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
-------------------------------
(unaudited) (see note)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 2,160,706 $ 2,597,144
Marketable securities 229,859 344,502
Accounts receivable - trade, less allowance for doubtful
accounts of $88,016 (2000) and $85,594 (1999) 352,997 294,205
Other 242,573 82,737
-------------------------------
Total current assets 2,986,135 3,318,588
Fixed assets, net 6,680,146 5,597,648
Intangible assets, net 5,502,252 2,927,836
Other assets, net of accumulated amortization
of $56,254 (2000) and $49,392 (1999) 422,678 367,494
-------------------------------
Total assets $15,591,211 $12,211,566
===============================
</TABLE>
2
<PAGE> 4
NTL Incorporated and Subsidiaries
Condensed Consolidated Balance Sheets - continued
(dollars in thousands)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
----------------------------------
(unaudited) (see note)
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 268,434 $ 224,692
Accrued expenses and other 483,732 438,198
Accrued construction costs 71,500 79,748
Interest payable 62,103 71,055
Deferred revenue 320,191 160,831
Current portion of long-term debt 6,127 82,601
----------------------------------
Total current liabilities 1,212,087 1,057,125
Long-term debt 10,513,065 8,798,024
Commitments and contingent liabilities
Deferred income taxes 195,525 77,720
Minority interests 14,608 -
Redeemable preferred stock - $.01 par value, plus accreted
dividends; liquidation preference $2,000,356; less
unamortized discount of $2,745 (2000) and $2,823 (1999);
issued and outstanding 1,997,000 (2000) and 142,000
(1999) shares 1,997,611 141,805
Shareholders' equity:
Series preferred stock - $.01 par value;
authorized 10,000,000 shares; liquidation preference
$832,782; issued and outstanding 826,000 (2000) and
1,332,000 (1999) 8 13
Common stock - $.01 par value; authorized 800,000,000
shares; issued and outstanding 142,106,000 (2000) and
132,416,000 (1999) shares 1,421 1,324
Additional paid-in capital 4,154,376 4,125,047
Accumulated other comprehensive (loss) (112,357) (2,107)
(Deficit) (2,385,133) (1,987,385)
----------------------------------
1,658,315 2,136,892
----------------------------------
Total liabilities and shareholders' equity $ 15,591,211 $ 12,211,566
==================================
</TABLE>
Note: The balance sheet at December 31, 1999 has been derived from the audited
financial statements at that date.
See accompanying notes.
3
<PAGE> 5
NTL Incorporated and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
(dollars in thousands, except per share data)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------------
2000 1999
----------------------------
<S> <C> <C>
REVENUES
Residential telecommunications and television $ 253,572 $ 168,827
National and international telecommunications 181,481 105,730
Broadcast transmission and other 55,893 38,824
----------------------------
490,946 313,381
COSTS AND EXPENSES
Operating expenses 240,868 161,544
Selling, general and administrative expenses 181,334 119,270
Franchise fees - 6,848
Corporate expenses 10,190 5,252
Depreciation and amortization 249,684 141,734
----------------------------
682,076 434,648
----------------------------
Operating (loss) (191,130) (121,267)
OTHER INCOME (EXPENSE)
Interest and other income 22,431 11,013
Interest expense (205,997) (130,823)
Foreign currency transaction (losses) gains (28,270) 10,658
----------------------------
(Loss) before income tax benefit (402,966) (230,419)
Income tax benefit 5,218 -
----------------------------
Net (loss) (397,748) (230,419)
Preferred stock dividend (18,868) (13,092)
----------------------------
Net (loss) available to common shareholders $(416,616) $(243,511)
============================
Basic and diluted net (loss) per common share $ (3.02) $ (2.44)
============================
</TABLE>
See accompanying notes.
4
<PAGE> 6
NTL Incorporated and Subsidiaries
Condensed Consolidated Statement of Shareholders' Equity
(Unaudited)
(dollars in thousands)
<TABLE>
<CAPTION>
SERIES PREFERRED STOCK COMMON STOCK
$.01 PAR VALUE $.01 PAR VALUE
SHARES PAR SHARES PAR
----------------------------------------------------------
<S> <C> <C> <C> <C>
Balance, December 31, 1999 1,332,000 $ 13 132,416,000 $ 1,324
Exercise of stock options 1,453,000 15
Exercise of warrants 8,000
Conversion of series preferred stock (528,000) (5) 8,229,000 82
Preferred stock issued for dividends 9,000
Accreted dividends on preferred stock 13,000
Accretion of discount on preferred stock
Comprehensive loss:
Net loss for the three months ended
March 31, 2000
Currency translation adjustment
Total
----------------------------------------------------------
Balance, March 31, 2000 826,000 $ 8 142,106,000 $ 1,421
===========================================================
</TABLE>
See accompanying notes.
5
<PAGE> 7
NTL Incorporated and Subsidiaries
Condensed Consolidated Statement of Shareholders' Equity
(Unaudited) - continued
(dollars in thousands)
<TABLE>
<CAPTION>
ACCUMULATED
ADDITIONAL OTHER
PAID-IN COMPREHENSIVE COMPREHENSIVE
CAPITAL LOSS LOSS DEFICIT
----------------------------------------------------------------------
<S> <C> <C> <C>
Balance, December 31, 1999 $ 4,125,047 $ (2,107) $(1,987,385)
Exercise of stock options 26,842
Exercise of warrants 222
Conversion of series preferred stock (77)
Preferred stock issued for dividends 9,437
Accreted dividends on preferred stock (7,017)
Accretion of discount on preferred stock (78)
Comprehensive loss:
Net loss for the three months ended
March 31, 2000 $ (397,748) (397,748)
Currency translation adjustment (110,250) (110,250)
-----------
Total $ (507,998)
----------------------------------------------------------------------
Balance, March 31, 2000 $ 4,154,376 $ (112,357) $(2,385,133)
======================================================================
</TABLE>
See accompanying notes.
6
<PAGE> 8
NTL Incorporated and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(dollars in thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
---------------------------------
2000 1999
---------------------------------
<S> <C> <C>
Net cash (used in) operating activities $ (71,468) $ (6,594)
INVESTING ACTIVITIES
Acquisitions, net of cash acquired (3,444,469) 233,852
Payment of deferred purchase price (3,156) -
Purchase of fixed assets (359,171) (276,126)
Increase in other assets (178,381) (48,905)
Purchase of marketable securities (47,232) (204,914)
Proceeds from sales of marketable securities 165,862 101,352
---------------------------------
Net cash (used in) investing activities (3,866,547) (194,741)
FINANCING ACTIVITIES
Proceeds from borrowings 1,623,510 -
Proceeds from issuance of preferred stock and warrants - 500,000
Proceeds from issuance of redeemable preferred stock 1,850,000 -
Principal payments (75,348) -
Cash released from escrow 83,342 -
Increase in deferred financing costs (1,085) (1,983)
Proceeds from exercise of stock options and warrants 27,079 12,161
---------------------------------
Net cash provided by financing activities 3,507,498 510,178
Effect of exchange rate changes on cash (5,921) (13,234)
---------------------------------
(Decrease) increase in cash and cash equivalents (436,438) 295,609
Cash and cash equivalents at beginning of period 2,597,144 736,265
---------------------------------
Cash and cash equivalents at end of period $ 2,160,706 $ 1,031,874
=================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for interest exclusive of
amounts capitalized $ 90,040 $ 49,788
Income taxes paid - 376
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING ACTIVITIES
Accretion of dividends and discount on preferred stock $ 7,095 $ 8,722
Conversion of Convertible Notes - 50
Common stock and stock options issued for an
acquisition - 978,036
</TABLE>
See accompanying notes.
7
<PAGE> 9
NTL Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three months ended March 31, 2000 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 2000. For further information, refer to the consolidated
financial statements and footnotes thereto included in NTL Incorporated's Annual
Report on Form 10-K for the year ended December 31, 1999.
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which is required to be adopted by the
Company effective January 1, 2001. The Company is evaluating the impact that the
adoption of SFAS No. 133 will have on its results of operations and financial
position.
In February 2000, the Company paid a 5-for-4 stock split by way of a stock
dividend with respect to its common stock. The condensed consolidated financial
statements and the notes thereto give retroactive effect to the stock split.
NOTE B - PENDING ACQUISITION
In July 1999, the Company agreed to acquire the consumer cable telephone,
Internet and television operations of Cable & Wireless Communications, plc
("CWC"). The Company will issue 85 million new shares of common stock and pay
pound sterling 2.85 billion ($4.5 billion) in cash. The Company will also assume
approximately pound sterling 1.9 billion ($3.0 billion) of CWC's net debt, plus
further debt up to an agreed amount of CWC cash outflow through closing. The
transaction is subject to various approvals and other conditions. The Company
has entered into a note purchase agreement for up to approximately pound
sterling 2.4 billion ($3.8 billion) to fund a portion of the cost of this
acquisition, as well as an additional investment by France Telecom, as described
below.
In connection with the CWC acquisition, France Telecom agreed to invest pound
sterling 2.8 billion ($4.4 billion) in the Company. France Telecom will invest
pound sterling 1.6 billion ($2.5 billion) for approximately 42.2 million shares
of the Company's common stock and pound sterling 1.2 billion ($1.9 billion) in
convertible preferred stock with a 5% dividend and a conversion price of $80 per
share. The closing of this additional investment is subject to the completion of
the CWC acquisition, unless France Telecom elects to accelerate the closing of
this investment, which it can do in a limited number of circumstances.
8
<PAGE> 10
NTL Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
NOTE C - FIXED ASSETS
Fixed assets consist of:
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
---------------------------------
(unaudited)
(in thousands)
<S> <C> <C>
Operating equipment $ 6,089,018 $ 5,111,258
Other equipment 781,307 715,215
Construction-in-progress 858,432 669,402
---------------------------------
7,728,757 6,495,875
Accumulated depreciation (1,048,611) (898,227)
---------------------------------
$ 6,680,146 $ 5,597,648
=================================
</TABLE>
NOTE D - INTANGIBLE ASSETS
Intangible assets consist of:
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
-----------------------------
(unaudited)
(in thousands)
<S> <C> <C>
Goodwill, net of accumulated amortization
of $255,181 (2000) and $197,012 (1999) $5,150,558 $2,543,502
License acquisition costs, net of accumulated
amortization of $161,709 (2000) and
$141,682 (1999) 203,946 224,998
Customer lists, net of accumulated amortization
of $39,821 (2000) and $30,870 (1999) 147,748 159,336
-----------------------------
$5,502,252 $2,927,836
=============================
</TABLE>
On March 28, 2000, the Company acquired the cable assets of the Cablecom Group
("Cablecom") for cash of CHF 5.8 billion ($3.5 billion), a substantial portion
of which was funded by a new bank facility of CHF 2.7 billion ($1.6 billion) and
the Company's issuance of $1.85 billion of preferred stock to France Telecom and
a group of commercial banks. This acquisition was accounted for as a purchase,
and accordingly, the net assets and results of operations of Cablecom have been
included in the consolidated financial statements from the date of acquisition.
The aggregate purchase price of $3.5 billion exceeded the estimated fair value
of net tangible assets acquired by $2.7 billion, which is included in goodwill.
Under the purchase method of accounting, the purchase price is allocated to the
assets acquired and liabilities assumed based on the estimated fair values at
acquisition. Changes to the allocation of the purchase price are expected as
valuations or appraisals of assets and liabilities are completed.
9
<PAGE> 11
NTL Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
NOTE D - INTANGIBLE ASSETS (CONTINUED)
In 1999, the Company completed the acquisitions of Diamond Cable Communications
plc, the Australian National Transmission Network, Cablelink Limited, certain
broadband cable franchises of British Telecommunications plc, the "1G Networks"
of France Telecom and Workplace Technologies plc.
The pro forma unaudited consolidated results of operations for the three months
ended March 31, 2000 and 1999 assuming consummation of these transactions as of
January 1, 1999 is as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
---------------------------------
2000 1999
---------------------------------
(in thousands, except per share data)
<S> <C> <C>
Total revenue $ 598,105 $ 505,224
Net (loss) (478,825) (437,704)
Basic and diluted net (loss)
per common share (3.78) (4.14)
</TABLE>
NOTE E - REDEEMABLE PREFERRED STOCK
In March 2000, the Company received $1.85 billion in cash from France Telecom
and a group of commercial banks in exchange for 1,850,000 shares of new 5%
Cumulative Preferred Stock, Series A (the "New Preferred Stock"). The holders of
the New Preferred Stock other than any commercial banks or their affiliates (a
"Qualified Holder") may at any time after September 2000 elect, subject to
certain conditions, for the New Preferred Stock to be exchanged for up to a 50%
interest in a new company which will own certain or all of the Company's
broadband communications, broadcast and cable television interests in
Continental Europe outside of France. Under certain circumstances, at the
Company's option, any portion of the Company's obligation that may not be
satisfied by the exchange may be satisfied in a security convertible into the
Company's common stock or cash. Dividends on the New Preferred Stock are
cumulative on a quarterly basis and are payable in additional shares of New
Preferred Stock in March 2002. The New Preferred Stock has a liquidation right
of $1,000 per share plus accrued and unpaid dividends. The New Preferred Stock
is redeemable for cash in March 2002 at the option of a Qualified Holder.
Accrued unpaid dividends on Redeemable Preferred Stock at March 31, 2000 was
$3,416,000. The changes in the number of shares of Redeemable Preferred Stock
were as follows:
<TABLE>
<CAPTION>
5%
13% Series A
-------------------------
<S> <C> <C>
Balance, December 31, 1999 142,000 -
Issued for cash - 1,850,000
Issued for dividends 5,000 -
-------------------------
Balance, March 31, 2000 147,000 1,850,000
=========================
</TABLE>
10
<PAGE> 12
NTL Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
NOTE F - LONG-TERM DEBT
Long-term debt consists of:
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
-------------------------------
(in thousands)
<S> <C> <C>
NTL Incorporated:
5-3/4% Convertible Subordinated Notes $ 1,200,000 $ 1,200,000
Cablecom:
Term Loan Facility 1,645,268 -
NTL Communications:
12-3/4% Senior Deferred Coupon Notes 276,433 268,108
11-1/2% Senior Deferred Coupon Notes 956,909 930,404
10% Senior Notes 400,000 400,000
9-1/2% Senior Sterling Notes, less unamortized
discount of $545 (2000) and $567 (1999) 198,630 201,408
10-3/4% Senior Deferred Coupon Sterling Notes 347,899 343,691
9-3/4% Senior Deferred Coupon Notes 975,613 952,825
9-3/4% Senior Deferred Coupon Sterling Notes 357,835 354,394
11-1/2% Senior Notes 625,000 625,000
12-3/8% Senior Deferred Coupon Notes 295,579 286,967
7% Convertible Subordinated Notes 599,300 599,300
Variable Rate Redeemable Guaranteed Loan Notes - 76,794
9-1/4% Senior Euro Notes 238,975 252,300
9-7/8% Senior Euro Notes 334,565 353,220
11-1/2% Senior Deferred Coupon Euro Notes 119,772 123,080
NTL Triangle:
11.2% Senior Discount Debentures 483,392 467,317
Other 7,118 7,969
Diamond:
13-1/4% Senior Discount Notes 285,101 285,101
11-3/4% Senior Discount Notes 490,262 476,215
10-3/4% Senior Discount Notes 345,918 336,891
10% Senior Sterling Notes 215,109 218,133
9-1/8% Senior Notes 110,000 110,000
Other 10,514 11,508
-------------------------------
10,519,192 8,880,625
Less current portion 6,127 82,601
-------------------------------
$10,513,065 $ 8,798,024
===============================
</TABLE>
11
<PAGE> 13
NTL Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
NOTE F - LONG-TERM DEBT (CONTINUED)
In March 2000, the Company borrowed CHF 2.7 billion ($1.6 billion) under its
term loan facility in connection with the acquisition of Cablecom. Interest is
payable at least every six months at LIBOR plus a margin rate of 2.5% per annum,
which is subject to adjustment after March 2001 based on Cablecom's ratio of
senior debt to EBITDA. The effective rate at March 31, 2000 was 5.15%. Principal
is due over six years in quarterly installments beginning on March 31, 2004.
Cablecom has the option to draw on a revolving loan facility up to an additional
CHF 1.4 billion ($842 million). The revolving facility is intended to finance
operating expenses, working capital and other capital expenditures of Cablecom
and subsidiaries and for their general corporate financing requirements. The
revolving facility is available until May 2003. The interest rate, interest
payment requirements and principal payments for the revolving facility are the
same as for the term loan facility. The revolving facility includes a commitment
fee of 0.75% payable quarterly on the unused portion of the revolving facility
commitment, which is reduced to 0.50% when over 50% of the commitment is
utilized. The term loan facility and the revolving facility contain various
financial and other covenants with respect to Cablecom and subsidiaries, and
restrictions on dividends and distributions by Cablecom subsidiaries.
In March 2000, the Company redeemed in full its Variable Rate Redeemable
Guaranteed Loan Notes, principal amount of IR pound 60 million ($73.2
million), plus accrued and unpaid interest using cash held in escrow.
NOTE G - SERIES PREFERRED STOCK
The changes in the number of shares of Series Preferred Stock, excluding the
Redeemable Preferred Stock, were as follows:
<TABLE>
<CAPTION>
9.9%
Series B 5.25% 5%
-----------------------------------------
<S> <C> <C> <C>
Balance, December 31, 1999 52,000 525,000 755,000
Issued for dividends - 3,000 19,000
Redemption - (528,000) -
-----------------------------------------
Balance, March 31, 2000 52,000 - 774,000
=========================================
</TABLE>
12
<PAGE> 14
NTL Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
NOTE H - NET LOSS PER COMMON SHARE
The following table sets forth the computation of basic and diluted net loss per
common share:
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
-----------------------------
2000 1999
-----------------------------
(in thousands, except per share data)
<S> <C> <C>
Numerator:
Net loss $(397,748) $(230,419)
Preferred stock dividend (18,868) (13,092)
-----------------------------
Net loss available to common shareholders $(416,616) $(243,511)
-----------------------------
Denominator for basic net loss per common share 137,901 99,663
Effect of dilutive securities - -
-----------------------------
Denominator for diluted net loss per common share 137,901 99,663
-----------------------------
Basic and diluted net loss per common share: $ (3.02) $ (2.44)
=============================
</TABLE>
Stock options, warrants and convertible securities are excluded from the
calculation of net loss per common share as their effect would be antidilutive.
NOTE I - COMPREHENSIVE LOSS
The Company's comprehensive loss for the three months ended March 31, 2000 and
1999 was $(507,998,000) and $(344,538,000), respectively.
NOTE J - SEGMENT DATA
<TABLE>
<CAPTION>
RESIDENTIAL
TELECOMS CORPORATE
AND NATIONAL AND
BROADCAST TELEVISION TELECOMS OTHER TOTAL
------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C> <C> <C>
Three months ended March 31, 2000
Revenues $ 55,893 $ 253,572 $ 181,481 $ - $ 490,946
EBITDA (1) 29,499 67,004 46,627 (74,386) 68,744
Three months ended March 31, 1999
Revenues $ 38,824 $ 168,827 $ 105,730 $ - $ 313,381
EBITDA (1) 25,081 45,070 11,970 (49,554) 32,567
Total assets
March 31, 2000 $ 703,381 $ 9,838,552 $ 1,223,334 $ 3,825,944 $15,591,211
December 31, 1999 748,658 6,106,536 1,180,779 4,175,593 12,211,566
</TABLE>
(1) Represents earnings before interest, taxes, depreciation and amortization,
corporate expenses, franchise fees, and foreign currency transaction gains
(losses).
13
<PAGE> 15
NTL Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
NOTE J - SEGMENT DATA (CONTINUED)
The reconciliation of segment combined EBITDA to loss before income tax benefit
is as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
-----------------------------
2000 1999
-----------------------------
<S> <C> <C>
Segment Combined EBITDA $ 68,744 $ 32,567
(Add) Deduct:
Franchise fees - 6,848
Corporate expenses 10,190 5,252
Depreciation and amortization 249,684 141,734
Interest and other income (22,431) (11,013)
Interest expense 205,997 130,823
Foreign currency transaction losses (gains) 28,270 (10,658)
-----------------------------
471,710 262,986
-----------------------------
(Loss) before income tax benefit $(402,966) $(230,419)
=============================
</TABLE>
NOTE K - COMMITMENTS AND CONTINGENT LIABILITIES
At March 31, 2000, the Company was committed to pay approximately $218.5 million
for equipment and services, which includes certain operations and maintenance
contracts through 2005.
The Company is considering an offer to convert its 7% Convertible Notes with a
principal amount of $599.3 million into common stock. The terms of the offer
will be disclosed when and if made.
A wholly-owned subsidiary of the Company, Premium TV Limited, entered into media
partnerships with two United Kingdom football clubs whereby Premium TV Limited
will receive certain marketing and sponsorship rights. Premium TV Limited will
provide additional loan facilities to the clubs for an aggregate of pound
sterling 30 million ($48 million), repayable in 2005 through the issue of
ordinary shares in the football clubs.
The Company is involved in certain disputes and litigation arising in the
ordinary course of its business. None of these matters are expected to have a
material adverse effect on the Company's financial position, results of
operations or cash flows.
14
<PAGE> 16
NTL Incorporated and Subsidiaries
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION.
The following table shows the cable television and telephony customer statistics
for NTL:
<TABLE>
<CAPTION>
==========================================================================================================================
CABLE TELEVISION AND TELEPHONY CUSTOMERS AS OF MARCH 31, 2000
- --------------------------------------------------------------------------------------------------------------------------
"Original" Cablelink/ Total UK/ Switzerland/ NTL
NTL (1) UK Acq. (2) BT Cable (3) Ireland (4) France (5) Combined
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Homes passed 1,366,400 2,376,500 605,500 4,348,400 1,697,100 6,045,500
- --------------------------------------------------------------------------------------------------------------------------
Homes marketed (Tel.) 1,171,300 2,033,800 0 3,205,100 0 3,205,100
- --------------------------------------------------------------------------------------------------------------------------
Homes marketed (CATV) 1,171,300 2,147,300 553,600 3,872,200 1,644,000 5,516,200
- --------------------------------------------------------------------------------------------------------------------------
Total customers 572,200 826,200 422,100 1,820,500 1,415,600 3,236,100
- --------------------------------------------------------------------------------------------------------------------------
Dual 529,300 443,900 0 973,200 0 973,200
- --------------------------------------------------------------------------------------------------------------------------
Telephone-only 18,000 283,200 0 301,200 0 301,200
- --------------------------------------------------------------------------------------------------------------------------
Cable-only 24,900 99,100 422,100 546,100 1,415,600 1,961,700
- --------------------------------------------------------------------------------------------------------------------------
Total RGUs (6) 1,101,500 1,270,100 422,100 2,793,700 1,415,600 4,209,300
- --------------------------------------------------------------------------------------------------------------------------
Customer penetration 48.9% 38.5% 76.2% 47.0% 86.1% 58.7%
- --------------------------------------------------------------------------------------------------------------------------
RGU penetration 94.0% 59.1% 76.2% 72.1% 86.1% 76.3%
- --------------------------------------------------------------------------------------------------------------------------
Telephone penetration 46.7% 35.8% N/A 39.8% N/A 39.8%
- --------------------------------------------------------------------------------------------------------------------------
Cable penetration 47.3% 25.3% 76.2% 39.2% 86.1% 53.2%
==========================================================================================================================
</TABLE>
(1) Data for franchises which NTL has been developing since 1993.
(2) Data for franchises acquired by NTL in 1998/1999: Comcast UK, Diamond Cable
and ComTel.
(3) Data for Cablelink (Ireland) and the BT cable franchises acquired in 1999.
(4) Includes total subscribers for UK and Ireland.
(5) Data for Cablecom (Switzerland) and the "1G Networks" (France). Cablecom
homes passed is a best estimate and Cablecom homes marketed are assumed to
be equal to homes passed.
(6) An RGU (revenue generating unit) is one cable television account or one
telephone account; a dual customer generates two RGUs.
Monthly RGU churn was approximately 1.1% in the first quarter.
The following table shows the Internet operating statistics for NTL:
<TABLE>
<CAPTION>
========================================================================================
INTERNET CUSTOMERS AS OF MARCH 31, 2000
- ----------------------------------------------------------------------------------------
NTL NTL
Direct UK Wholesale Switzerland Combined
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Total customers 128,700 712,000 159,000 999,700
========================================================================================
</TABLE>
15
<PAGE> 17
NTL Incorporated and Subsidiaries
RESULTS OF OPERATIONS
As a result of the completion of the acquisitions of Diamond Cable
Communications plc ("Diamond") in March 1999, the Australian National
Transmission Network ("NTL Australia") in April 1999, Cablelink Limited
("Cablelink") in July 1999, the "1G Networks" of France Telecom in August and
December 1999, and Workplace Technologies plc ("Workplace") in September 1999,
the Company consolidated the results of operations of these businesses from the
dates of acquisition. The results of these businesses are not included in the
1999 results except for the results of operations of Diamond from the date of
acquisition.
The Company acquired the cable assets of the Cablecom Group ("Cablecom") on
March 28, 2000. The results of operations of Cablecom from the date of
acquisition to March 31, 2000 were not significant.
Three Months Ended March 31, 2000 and 1999
Residential telecommunications and television revenues increased to $253,572,000
from $168,827,000 as a result of acquisitions and from customer growth that
increased the Company's current revenue stream. The 2000 and 1999 revenue
includes $64,096,000 and $12,283,000, respectively, from acquired companies. The
Company expects its customer base to continue to increase as the Company
completes the construction of its broadband network past the remaining homes in
its franchise areas.
National and international telecommunications revenues increased to $181,481,000
from $105,730,000 as a result of acquisitions and from increases in business
telecommunications revenues, Internet services revenues and carrier services
revenues. The 2000 and 1999 revenue includes $46,543,000 and $3,503,000,
respectively, from acquired companies. Business telecommunications and Internet
services revenues increased primarily as a result of customer growth. The
Company expects its business telecommunications and Internet services customer
base to continue to increase. The Company is expanding its sales and marketing
effort to business customers and for Internet services in its completed network.
Carrier services revenues increased due to growth in satellite services and
telephone services provided by the Company's wholesale operation to broadcasters
and telephone companies, respectively. Revenue growth in carrier services is
primarily dependent upon the Company's ability to continue to attract new
customers and expand services to existing customers.
Broadcast transmission and other revenues increased to $55,893,000 from
$38,824,000 due to revenues of $14,780,000 from NTL Australia in 2000 and from
increases in broadcast television and FM radio customers and accounts, which
exceeded price cap reductions in the Company's regulated services. The Company
expects its digital broadcasting services to increase in the future.
Operating expenses increased to $240,868,000 from $161,544,000 as a result of
increases in interconnection costs and programming costs due to customer growth.
The 2000 and 1999 expense includes $62,637,000 and $5,488,000, respectively,
from acquired companies.
16
<PAGE> 18
NTL Incorporated and Subsidiaries
Selling, general and administrative expenses increased to $181,334,000 from
$119,270,000 as a result of increases in telecommunications and CATV sales and
marketing costs and increases in additional personnel and overhead to service
the increasing customer base. The 2000 and 1999 expense includes $40,823,000 and
$5,558,000, respectively, from acquired companies.
Pursuant to the terms of various United Kingdom licenses, the Company incurred
license fees paid to the ITC to operate as the exclusive service provider in
certain of its franchise areas. Upon a request by the Company in 1999, the ITC
converted all of the Company's fee bearing exclusive licenses to non-exclusive
licenses at the end of 1999, and the Company's liability for license payments
ceased upon the conversion. Franchise fees were $6,848,000 in 1999.
Corporate expenses increased to $10,190,000 from $5,252,000 due to an increase
in various overhead costs.
Depreciation and amortization expense increased to $249,684,000 from
$141,734,000 due to an increase in depreciation of telecommunications and CATV
equipment. The 2000 and 1999 expense includes $82,398,000 and $18,463,000,
respectively, from acquired companies, including amortization of acquisition
related intangibles.
Interest expense increased to $205,997,000 from $130,823,000 due to the issuance
of additional debt in 1999, and the increase in the accretion of original issue
discount on the deferred coupon notes. The 2000 and 1999 expense includes
$41,868,000 and $12,722,000, respectively, from Diamond. Interest of
$103,622,000 and $60,152,000 was paid in the three months ended March 31, 2000
and 1999, respectively.
Foreign currency transaction (losses) gains decreased to a loss of $28,270,000
from a gain of $10,658,000 primarily due to the effect of unfavorable changes in
the exchange rate. The Company's results of operations are impacted by changes
in foreign currency exchange rates as follows. NTL Incorporated and its
subsidiary NTL Communications Corp. ("NTL Communications") each have cash, cash
equivalents and debt denominated in foreign currencies that are effected by
changes in exchange rates. In addition, foreign subsidiaries of the Company
whose functional currency is not the U.S. dollar hold cash, cash equivalents and
debt denominated in U.S. dollars which are effected by changes in exchange
rates.
LIQUIDITY AND CAPITAL RESOURCES
The Company will continue to require significant amounts of capital to finance
construction of its local and national networks, for connection of telephone,
telecommunications, Internet and CATV customers to the networks, for other
capital expenditures and for debt service. The Company estimates that these
requirements, net of cash from operations, will aggregate up to approximately
$1.2 billion from April 1, 2000 to December 31, 2000. The Company's commitments
at March 31, 2000 for equipment and services through 2000 are included in the
anticipated requirements. The Company had approximately $2.4 billion in cash and
securities on hand at March 31, 2000.
Regarding the Company's estimated cash requirements described above, there can
be no assurance that: (a) actual construction costs will not exceed the amounts
estimated or that additional funding substantially in excess of the amounts
estimated will not be required, (b) conditions precedent to advances under
credit facilities will be satisfied when funds are required, (c) the Company and
its subsidiaries will be able to generate sufficient cash from operations to
meet capital requirements, debt service and other obligations when required, (d)
the Company will be able to access such cash flow or (e) the Company will not
incur losses from its exposure to exchange rate fluctuations or be adversely
affected by interest rate fluctuations.
17
<PAGE> 19
NTL Incorporated and Subsidiaries
In July 1999, the Company agreed to acquire the consumer cable telephone,
Internet and television operations of Cable & Wireless Communications, plc
("CWC"). The Company will issue approximately 85 million new shares of common
stock and pay pound sterling 2.85 billion ($4.5 billion) in cash. The Company
will also assume approximately pound sterling 1.9 billion ($3.0 billion) of
CWC's net debt, plus further debt up to an agreed amount of CWC cash outflow
through the closing. The transaction is subject to various approvals and other
conditions. The Company has entered in to a note purchase agreement for up to
approximately pound sterling 2.4 billion ($3.8 billion) to fund a portion of the
cost of this acquisition.
In connection with the CWC acquisition, France Telecom agreed to invest pound
sterling 2.8 billion ($4.4 billion) in the Company. France Telecom will invest
pound sterling 1.6 billion ($2.5 billion) for approximately 42.2 million shares
of the Company's common stock and pound sterling 1.2 billion ($1.9 billion) in
convertible preferred stock with a 5% dividend and a conversion price of $80 per
share. The closing of this additional investment is subject to the completion of
the CWC acquisition, unless France Telecom elects to accelerate the closing of
this investment, which it can do in a limited number of circumstances.
NTL Triangle, an indirect wholly-owned subsidiary of the Company, sold its 50%
ownership interest in Cable London PLC in November 1999 for approximately pound
sterling 428 million (approximately $682 million) in cash. The sale of the Cable
London PLC interest is an "Asset Sale" for purposes of the Company's Indentures
for certain of its notes. The Company will need to use an amount equal to the
proceeds from the sale to repay subsidiary debt, invest in "Replacement Assets"
or make an offer to redeem certain of its notes by November 2000.
The Company is highly leveraged. The accreted value at March 31, 2000 of the
Company's consolidated long-term indebtedness, including the Redeemable
Preferred Stock, is approximately $12.5 billion, representing approximately 88%
of total capitalization. The following summarizes the terms of those notes and
Redeemable Preferred Stock issued by the Company and its subsidiaries.
NTL Incorporated:
(1) Senior Redeemable Exchangeable Preferred Stock due February 15, 2009,
stated value of $100 million, dividends accrue at 13% per annum payable
quarterly in arrears, at the Company's option until February 15, 2004,
dividends may be paid in cash, by the issuance of additional shares or in
any combination of the foregoing, redeemable at the Company's option on
or after February 15, 2002, and on any dividend payment date the Company
may exchange all of the outstanding shares for 13% debentures due 2009;
(2) Cumulative Preferred Stock, stated value $1.85 billion, dividends accrue
at 5% per annum and are cumulative on a quarterly basis, dividends are
payable in additional shares of Cumulative Preferred Stock in March 2002,
holders other than any commercial banks or their affiliates (a "Qualified
Holder") may at any time after September 2000 elect, subject to certain
conditions, for the Cumulative Preferred Stock to be exchanged for up to
a 50% interest in a new company which will own certain or all of the
Company's broadband communications, broadcast and cable television
interests in Continental Europe outside of France, redeemable for cash in
March 2002 at the option of a Qualified Holder;
18
<PAGE> 20
NTL Incorporated and Subsidiaries
(3) 5-3/4% Convertible Subordinated Notes due December 15, 2009, principal
amount at maturity of $1.2 billion, interest payable semiannually
beginning on June 15, 2000, redeemable at the Company's option on or
after December 18, 2002, convertible after March 21, 2000 into shares of
the Company's common stock at a conversion price of $108.18 per share;
Cablecom:
(4) Term Loan Facility of CHF 2.7 billion ($1.6 billion), interest payable at
least every six months at LIBOR plus a margin rate of 2.5% per annum,
which is subject to adjustment after March 2001 based on Cablecom's ratio
of senior debt to EBITDA, (effective rate of 5.15% at March 31, 2000),
principal is due over six years in quarterly installments beginning on
March 31, 2004;
NTL Communications:
(5) 12-3/4% Senior Deferred Coupon Notes due April 15, 2005, principal amount
at maturity of $278 million, interest payable semiannually beginning on
October 15, 2000, redeemable at the Company's option on or after April
15, 2000;
(6) 11-1/2% Senior Deferred Coupon Notes due February 1, 2006, principal
amount at maturity of $1.05 billion, interest payable semiannually
beginning on August 1, 2001, redeemable at the Company's option on or
after February 1, 2001;
(7) 10% Senior Notes due February 15, 2007, principal amount at maturity of
$400 million, interest payable semiannually from August 15, 1997,
redeemable at the Company's option on or after February 15, 2002;
(8) 9-1/2% Senior Sterling Notes due April 1, 2008, principal amount at
maturity of pound sterling 125 million ($199 million), interest payable
semiannually from October 1, 1998, redeemable at the Company's option on
or after April 1, 2003;
(9) 10-3/4% Senior Deferred Coupon Sterling Notes due April 1, 2008,
principal amount at maturity of pound sterling 300 million ($478
million), interest payable semiannually beginning on October 1, 2003,
redeemable at the Company's option on or after April 1, 2003;
(10) 9-3/4% Senior Deferred Coupon Notes due April 1, 2008, principal amount
at maturity of $1.3 billion, interest payable semiannually beginning on
October 1, 2003, redeemable at the Company's option on or after April 1,
2003;
(11) 9-3/4% Senior Deferred Coupon Sterling Notes due April 15, 2009,
principal amount at maturity of pound sterling 330 million ($526
million), interest payable semiannually beginning on October 15, 2004,
redeemable at the Company's option on or after April 15, 2004;
(12) 11-1/2% Senior Notes due October 1, 2008, principal amount at maturity of
$625 million, interest payable semiannually from April 1, 1999,
redeemable at the Company's option on or after October 1, 2003;
19
<PAGE> 21
NTL Incorporated and Subsidiaries
(13) 12-3/8% Senior Deferred Coupon Notes due October 1, 2008, principal
amount at maturity of $450 million, interest payable semiannually
beginning on April 1, 2004, redeemable at the Company's option on or
after October 1, 2003;
(14) 7% Convertible Subordinated Notes due December 15, 2008, principal amount
at maturity of $599 million, interest payable semiannually from June 15,
1999, convertible into shares of the Company's common stock at a
conversion price of $39.20 per share, redeemable at the Company's option
on or after December 15, 2001;
(15) 9-1/4% Senior Euro Notes due November 15, 2006, principal amount at
maturity of (euro)250 million ($239 million), interest payable
semiannually beginning on May 15, 2000;
(16) 9-7/8% Senior Euro Notes due November 15, 2009, principal amount at
maturity of (euro)350 million ($335 million), interest payable
semiannually beginning on May 15, 2000, redeemable at the Company's
option on or after November 15, 2004;
(17) 11-1/2% Senior Deferred Coupon Euro Notes due November 15, 2009,
principal amount at maturity of (euro)210 million ($201 million),
interest payable semiannually beginning on May 15, 2005, redeemable at
the Company's option on or after November 15, 2004;
NTL Triangle:
(18) 11.2% Senior Discount Debentures due November 15, 2007, principal amount
at maturity of $517.3 million, interest payable semiannually beginning on
May 15, 2001, redeemable at NTL Triangle's option after November 15,
2000;
Diamond:
(19) 13-1/4% Senior Discount Notes due September 30, 2004, principal amount at
maturity of $285 million, interest payable semiannually beginning on
March 31, 2000, redeemable at Diamond's option after September 30, 1999;
(20) 11-3/4% Senior Discount Notes due December 15, 2005, principal amount at
maturity of $531 million, interest payable semiannually beginning on June
15, 2001, redeemable at Diamond's option on or after December 15, 2000;
(21) 10-3/4% Senior Discount Notes due February 15, 2007, principal amount at
maturity of $421 million, interest payable semiannually beginning on
August 15, 2002, redeemable at Diamond's option on or after December 15,
2002;
(22) 10% Senior Sterling Notes due February 1, 2008, issued by Diamond
Holdings plc, a wholly-owned subsidiary of Diamond, principal amount at
maturity of pound sterling 135 million ($215 million), interest payable
semiannually from August 1, 1998, redeemable at Diamond's option on or
after February 1, 2003;
20
<PAGE> 22
NTL Incorporated and Subsidiaries
(23) 9-1/8% Senior Notes due February 1, 2008, issued by Diamond Holdings plc,
principal amount at maturity of $110 million, interest payable
semiannually from August 1, 1998, redeemable at Diamond's option on or
after February 1, 2003; and
(24) mortgage of pound sterling 2.5 million ($4 million) to fund the
construction of an office building, repayable over 20 years as of July
31, 1995, interest at LIBOR plus 1-1/2%.
The Company has other significant commitments or potential commitments in
addition to those described above. These are as follows:
The Company is considering an offer to convert its 7% Convertible Notes
with a principal amount of $599 million into common stock. The terms of the
offer will be disclosed when and if made.
A wholly-owned subsidiary of the Company, Premium TV Limited, entered into
media partnerships with two United Kingdom football clubs whereby Premium
TV Limited will receive certain marketing and sponsorship rights. Premium
TV Limited will provide additional loan facilities to the clubs for an
aggregate of pound sterling 30 million ($48 million), repayable in 2005
through the issue of ordinary shares in the football clubs.
Cablecom has the option to draw on a revolving loan facility up to an additional
CHF 1.4 billion ($842 million). The revolving facility is intended to finance
operating expenses, working capital and other capital expenditures of Cablecom
and subsidiaries and for their general corporate financing requirements. The
revolving facility is available until May 2003. The interest rate, interest
payment requirements and principal payments for the revolving facility are the
same as for the term loan facility. The revolving facility includes a commitment
fee of 0.75% payable quarterly on the unused portion of the revolving facility
commitment, which is reduced to 0.50% when over 50% of the commitment is
utilized. The term loan facility and the revolving facility contain various
financial and other covenants with respect to Cablecom and subsidiaries, and
restrictions on dividends and distributions by Cablecom subsidiaries.
Management does not anticipate that the Company and its subsidiaries will
generate sufficient cash flow from operations to repay at maturity the entire
principal amount of the outstanding indebtedness of the Company and its
subsidiaries. Accordingly, the Company may be required to consider a number of
measures, including: (a) refinancing all or a portion of such indebtedness, (b)
seeking modifications to the terms of such indebtedness, (c) seeking additional
debt financing, which may be subject to obtaining necessary lender consents, (d)
seeking additional equity financing, or (e) a combination of the foregoing.
The Company's operations are conducted through its direct and indirect
wholly-owned subsidiaries. As a holding company, the Company holds no
significant assets other than cash, securities and its investments in and
advances to its subsidiaries. The Company's ability to pay cash dividends to its
stockholders may be dependent upon the receipt of sufficient funds from its
subsidiaries. The Company's wholly-owned subsidiary, NTL Communications, is also
a holding company that conducts its operations through its subsidiaries.
Accordingly, NTL Communications' ability to make scheduled interest and
principal payments when due to holders of its indebtedness may be dependent upon
the receipt of sufficient funds from its subsidiaries.
21
<PAGE> 23
NTL Incorporated and Subsidiaries
From time to time the Company may fund its capital requirements outside the
United Kingdom and Ireland from dividends from NTL Communications subject to
certain conditions under the Indentures. NTL Communications distributed $500
million to the Company in April 1999. NTL Communications may use cash from
equity proceeds in excess of cumulative EBITDA (as defined in the Indentures)
minus 1.5 times cumulative interest expense plus capital stock proceeds, for
dividend payments to the extent such funds are not used for other Restricted
Payments (as defined in the Indentures). The Company intends to repay certain
amounts to NTL Communications when funds become available.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Cash used in operating activities was $71,468,000 and $6,594,000 in the three
months ended March 31, 2000 and 1999, respectively. Although net loss increased
to $397,748,000 from $230,419,000 in the three months ended March 31, 2000 and
1999, respectively, results of operations items not requiring cash outlays
increased by a greater amount to $383,474,000 from $233,399,000. In addition,
changes in operating assets and liabilities used cash of $57,194,000 in 2000
compared to $9,574,000 in 1999. Cash used in operating activities plus cash paid
for interest exclusive of amounts capitalized was $18,572,000 and $43,194,000 in
2000 and 1999, respectively.
Purchases of fixed assets were $359,171,000 in 2000 and $276,126,000 in 1999 as
a result of the continuing fixed asset purchases and construction, including
purchases and construction by acquired companies.
Acquisition, net of cash acquired of $3,444,469,000, proceeds from borrowings of
$1,623,510,000 and proceeds from issuance of preferred stock of $1,850,000,000
in 2000 were for the acquisition of Cablecom including the the term loan
facility entered into with a group of banks and the preferred stock issued to
France Telecom and certain commercial banks.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Certain statements contained herein constitute "forward-looking statements" as
that term is defined under the Private Securities Litigation Reform Act of 1995.
When used herein, the words, "believe," "anticipate," "should," "intend,"
"plan," "will," "expects," "estimates," "projects," "positioned," "strategy,"
and similar expressions identify such forward-looking statements. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause the actual results, performance or achievements of
the Company, or industry results, to be materially different from those
contemplated, projected, forecasted, estimated or budgeted, whether expressed or
implied, by such forward-looking statements. Such factors include the following:
general economic and business conditions, the Company's ability to continue to
design networks, install facilities, obtain and maintain any required
governmental licenses or approvals and finance construction and development, all
in a timely manner at reasonable costs and on satisfactory terms and conditions,
as well as assumptions about customer acceptance, churn rates, overall market
penetration and competition from providers of alternative services, the impact
of new business opportunities requiring significant up-front investment, and
availability, terms and deployment of capital.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
There have been no material changes in the reported market risks since the end
of the most recent fiscal year.
22
<PAGE> 24
NTL Incorporated and Subsidiaries
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On March 21, 2000, the Company held a special meeting of
stockholders. The following management proposals were adopted:
(1) a proposal to approve the issuance of shares of NTL common
stock and NTL 5% cumulative participating convertible preferred
stock to France Telecom for pound sterling 2.8 billion in cash,
(2) a proposal to amend NTL's restated certificate of
incorporation to increase the maximum number of shares of NTL
common stock from 400 million to 800 million shares and (3) the
grant of discretionary authority to adjourn the special meeting
to the NTL board of directors.
The stockholders approved the first proposal by a vote of
121,263,078 shares in favor, 67,461 shares against and 39,545
shares withheld from voting. The stockholders approved the
second proposal by a vote of 120,565,131 shares in favor,
770,472 shares against and 34,481 shares withheld from voting.
The stockholders approved the third proposal by a vote of
110,359,429 shares in favor, 10,573,630 shares against and
437,025 shares withheld from voting.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
27. Financial Data Schedule
(b) Reports on Form 8-K.
During the quarter ended March 31, 2000, the Company filed the
following reports on Form 8-K:
(i) Report dated January 6, 2000 (filed January 21,
2000) reporting under Item 5, Other Events, a
response to an article regarding the review by the
UK Competition Commission, a response to The
Competition Commission's "issues letter", an
announcement of the selection of the Microsoft TV
software platform to deliver enhanced interactive TV
services, an announcement that the Company delivered
to Microsoft Corporation a notice of redemption of
preferred stock, an announcement that U.S. tax
rulings conditions were satisfied in connection with
the CWC transaction, and an announcement that the
Board of Directors declared a 5-for-4 stock split.
(ii) Report dated January 25, 2000 (filed January 25,
2000) reporting under Item 5, Other Events, that
Premium TV Limited and Aston Villa entered into a
Media Partnership.
(iii) Report dated February 4, 2000 (filed February 10,
2000) reporting under Item 5, Other Events, an
agreement to take televised racing into the digital
age, that Microsoft Corporation exercised its right
to convert its shares of Preferred Stock into Common
Stock and that NTL commented on an announcement by
the ITC and OFTEL.
23
<PAGE> 25
NTL Incorporated and Subsidiaries
(iv) Report dated February 15, 2000 (filed February 15,
2000) reporting under Item 5, Other Events, the
public posting of CWC transaction documentation.
(v) Report dated February 17, 2000 (filed February 22,
2000) reporting under Item 5, Other Events, an
arrangement to issue $1.85 billion of preferred
stock.
(vi) Report dated March 16, 2000 (filed March 29, 2000)
reporting under Item 2, Acquisition or Disposition
of Assets, that the Company had completed the
acquisition of the assets of Cablecom Holdings AG
and under Item 5, Other Events, that CWC
shareholders approved NTL and CWC scheme of
arrangements, announced an agreement to take a 25%
stake in Bredbandsbolaget (B2), that NTL
stockholders approved France Telecom's proposed
pound sterling 2.8 billion investment and amendments
to NTL's restated certificate of incorporation, that
the CWC ConsumerCo Acquisition received Competition
Commission clearance and that Premium TV Limited
entered into a media partnership with Middlesbrough
Football Club.
No financial statements were filed with these reports.
24
<PAGE> 26
NTL Incorporated and Subsidiaries
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NTL INCORPORATED
Date: May 11, 2000 By: /s/ Barclay Knapp
-------------------------
Barclay Knapp
President and Chief Executive Officer
Date: May 11, 2000 By: /s/ Gregg N. Gorelick
--------------------------
Gregg N. Gorelick
Vice President-Controller
(Principal Accounting Officer)
25
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 2,160,706,000
<SECURITIES> 229,859,000
<RECEIVABLES> 441,013,000
<ALLOWANCES> (88,016,000)
<INVENTORY> 0
<CURRENT-ASSETS> 242,573,000
<PP&E> 7,728,757,000
<DEPRECIATION> (1,048,611,000)
<TOTAL-ASSETS> 15,591,211,000
<CURRENT-LIABILITIES> 1,212,087,000
<BONDS> 10,513,065,000
1,997,611,000
8,000
<COMMON> 1,421,000
<OTHER-SE> 1,656,886,000
<TOTAL-LIABILITY-AND-EQUITY> 15,591,211,000
<SALES> 0
<TOTAL-REVENUES> 490,946,000
<CGS> 0
<TOTAL-COSTS> 240,868,000
<OTHER-EXPENSES> 191,524,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 205,997,000
<INCOME-PRETAX> (402,966,000)
<INCOME-TAX> 5,218,000
<INCOME-CONTINUING> (397,748,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (397,748,000)
<EPS-BASIC> (3.02)
<EPS-DILUTED> (3.02)
</TABLE>
