<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A-3
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) May 17, 2000
NTL INCORPORATED
(Exact Name of Registrant as Specified in Charter)
<TABLE>
<S> <C> <C>
Delaware 0-30673 13-4105887
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
</TABLE>
110 East 59th Street, New York, New York 10022
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code: (212) 906-8440
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
Item 2. Acquisition or Disposition of Assets.
The registrant hereby amends its Current Report on Form 8-K, dated May
30, 2000, as amended by Form 8-K/A, dated July 13, 2000 and as amended by Form
8-K/A-2, dated August 25, 2000, to correct a currency exchange rate error
in the translation of the Cablecom historical results of operations included
in the pro forma condensed combined statement of operations for the six months
ended June 30, 2000.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Pro Forma Financial Information
NTL Incorporated and Subsidiaries: Unaudited Pro Forma Financial Data.
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
(Registrant)
By: /s/ Gregg N. Gorelick
--------------------------
Name: Gregg N. Gorelick
Title: Vice President-Controller
Dated: August 30, 2000
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<PAGE> 3
UNAUDITED PRO FORMA FINANCIAL DATA
The unaudited pro forma financial data presented gives effect to the
completed acquisitions of Diamond Cable Communications in March 1999, Cablecom
Group in March 2000 and CWC ConsumerCo in May 2000. The pro forma financial data
is based on NTL's historical financial statements and the historical financial
statements of Diamond, Cablecom and CWC ConsumerCo to the respective dates of
acquisition. The historical financial statements of Diamond, Cablecom and CWC
ConsumerCo are prepared in accordance with U.S. generally accepted accounting
principles and have been translated into U.S. dollars. Certain amounts in these
historical financial statements have been reclassified to conform to NTL's
presentation. The pro forma financial data also gives effect to the issue of new
NTL preferred stock in March 2000 to France Telecom and certain commercial banks
for an aggregate subscription price of $1.85 billion used to fund, in part,
NTL's acquisition of Cablecom, and to the issuance of common stock and preferred
stock in May 2000 to France Telecom for an aggregate of pound sterling 2.8
billion used to fund, in part, NTL's acquisition of CWC ConsumerCo.
The historical financial statements of Cablecom which are included in
the pro forma condensed combined statements of operations have been adjusted to
eliminate intercompany revenues and operating expenses that were not
historically eliminated. The elimination of such intercompany revenues and
operating expenses does not impact Cablecom's EBITDA (Earnings before interest,
taxes, depreciation and amortization) as previously reported. Included in the
three months ended March 31, 2000 and in the six months ended June 30, 2000 is
a reduction of revenues and operating expenses for the period from January 1,
2000 to the date of acquisition of CHF 26.4 million ($15.9 million). The
intercompany revenues and operating expenses were eliminated in the historical
financial statements of NTL for the period from the date of acquisition to June
30, 2000.
The historical results of CWC ConsumerCo for the year ended December
31, 1999 and for the three months ended March 31, 2000 reflect certain
intercompany costs and expenses as they were prior to the separation of CWC
ConsumerCo which was completed in the second quarter of 2000. These costs and
expenses do not necessarily reflect the costs and expenses that would have been
incurred if CWC DataCo and CWC ConsumerCo were separate entities for these
periods. Therefore the historical financial statements of CWC ConsumerCo which
are included in the pro forma condensed combined statements of operations are
not reflective of quarterly or annual results on a going forward basis. NTL's
immediate focus will be on the following priorities: reducing the fault rate,
improving the installation experience, continuing with the digital rollout and
improving the value proposition for the service bundle. These are all factors
that will reduce churn and increase penetration. However, they will increase
costs in the next twelve months and may impact revenue growth as well.
The Diamond, Cablecom and CWC ConsumerCo acquisitions have been
accounted for using the purchase method of accounting, in which the assets
acquired and liabilities assumed have been recorded at their estimated fair
values. NTL is unaware of events other than those disclosed in the unaudited pro
forma notes that would require a material change to the preliminary purchase
price allocation. However, a final determination of necessary purchase
accounting adjustments for the Cablecom and CWC ConsumerCo acquisitions will be
made upon the completion of studies to be undertaken to determine the fair value
of certain assets and liabilities, including intangible assets. The actual
financial position and results of operations will differ, perhaps significantly,
from the unaudited pro forma amounts reflected because of a variety of factors,
including access to additional information, changes in value not currently
identified and changes in operating results between the dates of the unaudited
pro forma financial data and the actual acquisitions dates.
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<PAGE> 4
The pro forma financial data does not give effect to the elimination of
transactions between NTL, Cablecom and CWC ConsumerCo, which are not material.
The unaudited pro forma condensed combined statements of operations for
the three months ended March 31, 2000, for the six months ended June 30, 2000
and for the year ended December 31, 1999 give effect to the acquisitions of
Diamond, Cablecom and CWC ConsumerCo and issuance of common stock and preferred
stock as if they had been consummated on January 1, 1999.
The pro forma adjustments are based upon available information and
assumptions that NTL believes were reasonable at the time made. The unaudited
pro forma financial data does not purport to present NTL's results of operations
had the acquisitions occurred on the dates specified, nor are they necessarily
indicative of the results of operations that may be achieved in the future. The
unaudited pro forma condensed combined statements of operations do not reflect
any adjustments for cost savings that NTL expects to realize. The pro forma
adjustments reflecting the acquisitions are based upon the assumptions set forth
in the notes to the pro forma financial data. No assurances can be made as to
the amount of cost savings or revenue enhancements, if any, that may be
realized.
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NTL INCORPORATED
Pro Forma Condensed Combined Statement of Operations
(Unaudited)
For the Year Ended December 31, 1999
(In millions, except per share data)
<TABLE>
<CAPTION>
CWC
NTL DIAMOND CABLECOM CONSUMERCO PRO
(HISTORICAL) (HISTORICAL) (HISTORICAL) (HISTORICAL) ADJUSTMENTS FORMA
------------ ------------ ------------ ------------ ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
REVENUES $ 1,584.1 $ 28.8 $ 380.1 $ 1,122.5 $3,115.5
COSTS AND EXPENSES
Operating expenses 799.8 10.0 134.0 424.1 1,367.9
Selling, general and administrative expenses 573.4 12.4 104.0 459.4 1,149.2
Franchise fees 16.5 0.0 0.0 0.0 16.5
Corporate expenses 29.4 0.0 0.0 0.0 29.4
Non-recurring charges 16.2 13.9 0.0 0.0 $ (13.9) 16.2
Depreciation and amortization 791.3 15.0 102.9 389.5 1,156.8 D 2,455.5
--------- ------- -------- --------- ------------ ---------
2,226.6 51.3 340.9 1,273.0 1,142.9 5,034.7
--------- ------- -------- --------- ------------ ---------
Operating loss (642.5) (22.5) 39.2 (150.5) (1,142.9) (1,919.2)
OTHER INCOME (EXPENSE)
Interest and other income, net 555.2 (38.4) 2.7 9.7 5.5 F 534.7
Interest expense (680.7) (25.6) (21.7) (294.5) (127.2) E (1,149.7)
--------- ------- -------- --------- ------------ ---------
Loss before income taxes and extraordinary
item (768.0) (86.5) 20.2 (435.3) (1,264.6) (2,534.2)
Income tax benefit (provision) 35.3 0.0 (11.7) 0.0 0.0 23.6
--------- ------- -------- --------- ------------ ---------
Loss before extraordinary item $ (732.7) $ (86.5) $ 8.5 $ (435.3) $ (1,264.6) $(2,510.6)
========= ======= ======== ========= ============ =========
Preferred stock dividends $ (73.7) $ 0.0 $ 0.0 $ 0.0 $ (196.1) G $ (269.8)
========= ======= ======== ========= ============ =========
Net loss per common share - basic and fully
diluted $ (6.78) $ (11.29)
========= =========
Weighted average shares 119.4 127.1 246.5
========= ========== =========
</TABLE>
The net loss per common share is calculated after deducting the loss from early
extinguishment of debt of $3.0.
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NTL INCORPORATED
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2000
(In millions, except per share data)
<TABLE>
<CAPTION>
CWC
NTL CABLECOM CONSUMERCO PRO
(HISTORICAL) (HISTORICAL) (HISTORICAL) ADJUSTMENTS FORMA
------------ ------------ ------------ ----------- -----
<S> <C> <C> <C> <C> <C>
REVENUES $ 490.9 $ 93.3 $ 290.3 $ 874.5
COSTS AND EXPENSES
Operating expenses 240.9 36.1 113.6 390.6
Selling, general and administrative expenses 181.3 24.2 112.2 317.7
Corporate expenses 10.2 0.0 0.0 10.2
Depreciation and amortization 249.6 24.9 119.2 $ 279.3 D 673.0
-------- -------- -------- -------- --------
682.0 85.2 345.0 279.3 1,391.5
-------- -------- -------- -------- --------
Operating loss (191.1) 8.1 (54.7) (279.3) (517.0)
OTHER INCOME (EXPENSE)
Interest and other income, net (5.9) (0.2) 1.3 1.4 F (3.4)
Interest expense (205.9) (3.1) (82.4) (32.7) E (324.1)
-------- -------- -------- -------- --------
Loss before income taxes (402.9) 4.8 (135.8) (310.6) (844.5)
Income tax benefit (provision) 5.2 (2.5) (17.4) (14.7)
-------- -------- -------- -------- --------
Net (loss) $ (397.7) $ 2.3 $ (153.2) $ (310.6) $ (859.2)
======== ======== ======== ======== ========
Preferred stock dividends $ (18.9) $ 0.0 $ 0.0 $ (48.9) G $ (67.8)
======== ======== ======== ======== ========
Net loss per common share - basic and fully
diluted $ (3.02) $ (3.50)
======== ========
Weighted average shares 137.9 127.1 265.0
======== ======== ========
</TABLE>
The Cablecom historical results of operations are for the period from January 1,
2000 to the date of acquisition.
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<PAGE> 7
NTL INCORPORATED
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 2000
(In millions, except per share data)
<TABLE>
<CAPTION>
CWC
NTL CABLECOM CONSUMERCO PRO
(HISTORICAL) (HISTORICAL) (HISTORICAL) ADJUSTMENTS FORMA
------------ ------------ ------------ ----------- ---------
<S> <C> <C> <C> <C> <C>
REVENUES $ 1,157.2 $ 93.3 $ 469.2 $ 1,719.7
COSTS AND EXPENSES
Operating expenses 573.7 36.1 195.1 804.9
Selling, general and administrative expenses 424.6 24.2 199.2 648.0
Other charges 13.7 0.0 0.0 13.7
Corporate expenses 21.2 0.0 0.0 21.2
Depreciation and amortization 645.5 24.9 199.8 $ 419.8 D 1,290.0
--------- --------- --------- --------- ---------
1,678.7 85.2 594.1 419.8 2,777.8
--------- --------- --------- --------- ---------
Operating loss (521.5) 8.1 (124.9) (419.8) (1,058.1)
OTHER INCOME (EXPENSE)
Interest and other income, net (63.1) (0.2) 1.7 3.3 F (58.3)
Interest expense (448.2) (3.1) (132.3) (44.6) E (628.2)
--------- --------- --------- --------- ---------
Loss before income taxes (1,032.8) 4.8 (255.5) (461.1) (1,744.6)
Income tax benefit (provision) 18.6 (2.5) 36.7 0.0 52.8
--------- --------- --------- --------- ---------
Net (loss) $(1,014.2) $ 2.3 $ (218.8) $ (461.1) $(1,691.8)
========= ========= ========= ========= =========
Preferred stock dividends $ (66.2) $ 0.0 $ 0.0 $ (66.5) G $ (132.7)
========= ========= ========= ========= =========
Net loss per common share - basic and fully
diluted $ (6.67) $ (6.82)
========= =========
Weighted average shares 162.1 105.4 267.5
========= ========= =========
</TABLE>
The Cablecom and CWC ConsumerCo historical results of operations are for the
period from January 1, 2000 to the respective date of acquisition.
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NTL INCORPORATED
NOTES TO THE PRO FORMA FINANCIAL DATA
(IN MILLIONS, EXCEPT PER SHARE DATA)
A. PURCHASE PRICE AND ALLOCATION OF PURCHASE PRICE:
CWC CONSUMERCO
<TABLE>
<S> <C>
Shares of NTL Common stock issued 84.9
NTL Common stock price $64.60
--------
Subtotal 5,485.4
Cash consideration 4,260.4
Costs incurred 11.4
Debt repayment 3,312.8
--------
Purchase price 13,070.0
Less: net tangible assets acquired 4,335.9
--------
Excess of purchase price over net tangible assets acquired $8,734.1
========
</TABLE>
The net tangible assets acquired includes a purchase price adjustment for an
unfavorable contractual liability and a contract termination liability of
approximately $360 million.
CABLECOM
<TABLE>
<S> <C>
Proceeds from issuance of redeemable preferred stock $1,850.0
Bank financing (CHF2.7 billion) 1,630.5
Costs incurred 17.9
Cash on hand 29.7
--------
Purchase Price (CHF 5.8 billion) 3,528.1
Less: net tangible assets acquired 944.2
--------
Excess of purchase price over net tangible assets acquired $2,583.9
========
</TABLE>
The excess purchase price has been allocated to goodwill. Changes to the
allocation are expected as valuations or appraisals of assets and liabilities
are completed.
B. SHARES OF COMMON STOCK ISSUED
<TABLE>
<S> <C>
Issued to CWC ConsumerCo shareholders 84.9
Issued to France Telecom 42.2
--------
127.1
=========
</TABLE>
C. PROCEEDS FROM BANK LOAN FOR CWC CONSUMERCO ACQUISITION:
<TABLE>
<S> <C>
2,376,000,000 pound bank loan $3,555.2
Less: repayment of CWC ConsumerCo debt (3,312.8)
------------
Excess cash proceeds $242.4
============
</TABLE>
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NTL INCORPORATED
NOTES TO THE PRO FORMA FINANCIAL DATA
(IN MILLIONS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION> CWC
D. DEPRECIATION AND AMORTIZATION: DIAMOND CABLECOM CONSUMERCO
<S> <C> <C> <C>
For the year ended December 31, 1999
Fixed Assets (15 years) $1.0 $0.0 $0.0
Intangibles (10 years) 26.0 258.4 873.4
Historical amortization (2.0) 0.0 0.0
------------ ----------- ------------
$25.0 $258.4 $873.4
============ ============ ============
For the six months ended June 30, 2000
Fixed Assets (15 years) $0.0 $0.0
Intangibles (10 years) 60.9 358.9
Historical amortization 0.0 0.0
----------- ------------
$60.9 $358.9
============ ============
For the three months ended March 31, 2000
Fixed Assets (15 years) $0.0 $0.0
Intangibles (10 years) 60.9 218.4
Historical amortization 0.0 0.0
----------- ------------
$60.9 $218.4
============ ============
E. INTEREST EXPENSE:
For the year ended December 31, 1999
Reduction of interest expense for debt not assumed $21.7 $228.6
Interest on Bank Financing at 5.248% (85.6) 0.0
Interest on Bank Financing at 8.21% 0.0 (291.9)
----------- ------------
($63.9) ($63.3)
============ ============
For the six months ended June 30, 2000
Reduction of interest expense for debt not assumed $3.1 $93.9
Interest on Bank Financing at 5.638% (21.7) 0.0
Interest on Bank Financing at 8.21% 0.0 (119.9)
----------- ------------
($18.6) ($26.0)
============ ============
For the three months ended March 31, 2000
Reduction of interest expense for debt not assumed $3.1 $58.9
Interest on Bank Financing at 5.15% (21.7) 0.0
Interest on Bank Financing at 8.21% 0.0 (73.0)
----------- ------------
($18.6) ($14.1)
============ ============
</TABLE>
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NTL INCORPORATED
NOTES TO THE PRO FORMA FINANCIAL DATA
(IN MILLIONS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION> CWC
F. INTEREST INCOME (USING 4.867%): CABLECOM CONSUMERCO
<S> <C> <C>
For the year ended December 31, 1999
Reduction of interest income on cash on hand used ($2.3) ($4.0)
Interest income on excess cash from Bank financing 0.0 11.8
----------- ------------
($2.3) $7.8
============ ============
For the six months ended June 30, 2000
Reduction of interest income on cash on hand used ($0.6) ($2.0)
Interest income on excess cash from Bank financing 0.0 5.9
----------- ------------
($0.6) $3.9
============ ============
For the three months ended March 31, 2000
Reduction of interest income on cash on hand used ($0.6) ($0.9)
Interest income on excess cash from Bank financing 0.0 2.9
----------- ------------
($0.6) $2.0
============ ============
G. PREFERRED STOCK DIVIDENDS
For the year ended December 31, 1999
5% issued to France Telecom $0.0 ($101.9)
5% redeemable preferred (94.2) 0.0
----------- ------------
($94.2) ($101.9)
============ ============
For the six months ended June 30, 2000
5% issued to France Telecom $0.0 ($43.5)
5% redeemable preferred (23.0) 0.0
----------- ------------
($23.0) ($43.5)
============ ============
For the three months ended March 31, 2000
5% issued to France Telecom $0.0 ($25.9)
5% redeemable preferred (23.0) 0.0
----------- ------------
($23.0) ($25.9)
============ ============
</TABLE>
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