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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[x] Quarterly report pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
For the quarterly period ended September 30, 1996.
[ ] Transition report pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
For the transition period from _____________ to _____________
Commission File Number: 0-19889
SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.
Exact name of registrant as specified in charter
Colorado
84-1145140
State of organization
I.R.S. employer I.D.#
Bell Cablemedia House, Upton Road, Watford, Hertfordshire, WD1 7EL, England
Address of principal executive office
011 44 1923 444000
Registrant's telephone number
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 _____
SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.
(A Limited Partnership)
UNAUDITED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September December
30, 31,
1996 1995
<S> <C> <C>
------------- -------------
ASSETS:
CASH AND CASH EQUIVALENTS $275,538 $676,731
RECEIVABLES
Other receivables net of allowances for doubtful accounts of $858,946 and
$697,594 at September 30, 1996 and December 31, 1995, respectively 3,822,323 3,394,542
PREPAID EXPENSES 216,999 360,602
------------- -------------
CURRENT ASSETS 4,314,860 4,431,875
INVESTMENT IN CABLE TELEVISION AND
TELECOMMUNICATIONS PROPERTIES, net of accumulated 75,020,134 75,073,378
depreciation and amortization of $13,301,007 and $9,490,853 at
September 30, 1996 and December 31, 1995, respectively
OTHER ASSETS 670,431 734,689
------------- -------------
Total assets $80,005,425 $80,239,942
------------- -------------
</TABLE>
The accompanying notes to unaudited financial statements are an
integral part of these unaudited balance sheets.
SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.
(A Limited Partnership)
UNAUDITED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September December
30, 31,
1996 1995
<S> <C> <C>
-------------- --------------
LIABILITIES:
Accounts payable to affiliates and related parties $5,929,312 $2,232,050
Trade accounts payable 4,711,287 4,652,911
Accrued liabilities 3,666,497 3,720,929
Short term obligations under capital leases 613,120 840,441
-------------- --------------
Current liabilities 14,920,216 11,446,331
Long term debt 26,265,120 24,220,560
Long term obligations under capital leases 1,638,345 2,084,780
-------------- --------------
Total liabilities 42,823,681 37,751,671
-------------- --------------
COMMITMENTS AND CONTINGENCIES - -
MINORITY INTERESTS 12,264,900 13,948,743
PARTNERS' CAPITAL (DEFICIT):
General Partner
Contributed capital 1,000 1,000
Accumulated deficit (245,050) (207,441)
-------------- --------------
(244,050) (206,441)
-------------- --------------
Limited Partners
Net contributed capital (56,935 units outstanding at 48,817,997 48,817,997
September 30, 1996 and December 31, 1995 respectively)
Accumulated deficit (23,978,683) (20,255,368)
-------------- --------------
24,839,314 28,562,629
-------------- --------------
Currency translation adjustment 321,580 183,340
-------------- --------------
Total partners' capital 24,916,844 28,539,528
-------------- --------------
Total liabilities and partners' capital $80,005,425 $80,239,942
-------------- --------------
</TABLE>
The accompanying notes to unaudited financial statements are an
integral part of these unaudited balance sheets.
SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.
(A Limited Partnership)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
For the three months ended For the nine months ended
September 30, September 30,
---------------------------------------- ----------------------------------------
1996 1995 1996 1995
------------------ ------------------ ------------------- -----------------
<S> <C> <C> <C> <C>
REVENUES $5,071,969 $4,375,399 $15,043,780 $11,844,149
COSTS AND EXPENSES:
Operating 2,376,575 2,023,708 6,998,312 5,483,804
Selling, general and administrative 1,707,795 2,388,887 4,854,915 6,721,982
Management fees and allocated
overhead from the General Partner 898,937 703,291 2,995,628 2,114,416
Depreciation and amortization 1,282,233 1,088,512 3,685,461 3,161,085
------------------ ------------------ ------------------- -----------------
OPERATING LOSS (1,193,571) (1,828,999) (3,490,536) (5,637,138)
OTHER INCOME (EXPENSE):
Interest expense (721,560) (598,950) (2,045,681) (1,659,834)
Interest income 9,912 - 22,329 -
------------------ ------------------ ------------------- -----------------
LOSS BEFORE MINORITY INTERESTS (1,905,219) (2,427,949) (5,513,888) (7,296,972)
Minority interests 607,061 789,598 1,752,964 2,258,796
------------------ ------------------ ------------------- -----------------
NET LOSS $(1,298,158) $(1,638,351) $(3,760,924) $(5,038,176)
ALLOCATION OF NET LOSS:
General Partner $(12,981) $(16,384) $(37,609) $(50,382)
Limited Partners $(1,285,177) $(1,621,967) $(3,723,315) $(4,987,794)
NET LOSS PER LIMITED
PARTNERSHIP UNIT $(22.58) $(28.49) $(65.40) $(87.61)
WEIGHTED AVERAGE NUMBER
OF LIMITED PARTNERSHIP 56,935 56,935 56,935 56,935
UNITS OUTSTANDING
</TABLE>
The accompanying notes to unaudited financial statements are an
integral part of these unaudited statements.
SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.
(A Limited Partnership)
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the nine months ended
September 30,
----------------------------------
1996 1995
--------------- ---------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(3,760,924) $(5,038,176)
Adjustments to reconcile net loss to net cash used in operating activities:
Minority interests (1,752,964) (2,258,796)
Depreciation and amortization 3,685,461 3,161,085
Increase in other receivables (588,364) (1,350,802)
Decrease (increase) in prepaid expenses and other assets 402,227 (830,644)
Increase (decrease) in accounts payable to related parties 3,679,836 (638,184)
Increase in trade accounts payable and accrued liabilities 183,101 156,937
--------------- ---------------
Net cash generated (used) in operating activities 1,848,373 (6,798,580)
CASH FLOWS FROM INVESTING ACTIVITIES:
Construction payments for cable television/telephony system (3,411,364) (9,454,687)
--------------- ---------------
Net cash used in investing activities (3,411,364) (9,454,687)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in borrowings 1,846,680 20,614,617
Repayment of shareholder loans - (4,374,755)
Principal payments under capital leases (683,227) -
--------------- ---------------
Net cash provided by financing activities 1,163,453 16,239,862
--------------- ---------------
Effect of currency exchange rate changes (1,655) 654,153
(Decrease) increase in cash and cash equivalents (401,193) 640,748
Cash and cash equivalents, beginning of period 676,731 139,307
--------------- ---------------
Cash and cash equivalents, end of period $275,538 $780,055
--------------- ---------------
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Interest paid $1,742,518 $1,251,094
</TABLE>
The accompanying notes to unaudited financial statements are an
integral part of these unaudited statements.
SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.
(A Limited Partnership)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(1) BASIS OF PRESENTATION
The accompanying financial information should be read in conjunction with the
financial statements of the South Hertfordshire United Kingdom Fund, Ltd. (the
"Partnership"), including the notes thereto, for the year ended December 31,
1995. The financial information included herein is unaudited. However, in the
opinion of management, such information reflects all adjustments, consisting
only of normal recurring adjustments, necessary to present fairly the
financial position of the Partnership at September 30, 1996 and its results of
operations and cash flows for the nine month periods ended September 30, 1996
and 1995. Results of operations for these periods are not necessarily
indicative of results to be expected for the full year. As a result of the
Partnership's ownership of 66.7 percent of the shares of Bell Cablemedia
(South Hertfordshire) Limited ("Bell Cablemedia South Herts"), for accounting
purposes it has been consolidated with the Partnership's operations.
(2) INVESTMENT IN SUBSIDIARY
Bell Cablemedia South Herts is a United Kingdom corporation that owns and
operates a cable television/telephony system in the South Hertfordshire
franchise area, located adjacent to the northwest perimeter of Greater London,
England (the "South Herts System"). At September 30, 1996, the network
consisted of approximately 550 miles of cable plant, which passed
approximately 84,500 homes. At September 30, 1996 the South Herts System's
cable television customers totalled approximately 19,850 and the South Herts
System's residential telephony lines totalled approximately 23,600. In
addition, the South Herts System provided telephony services to approximately
900 businesses in its franchise area.
On February 20, 1992, upon receipt of approval from United Kingdom regulatory
authorities, the Partnership acquired the beneficial ownership of 100 percent
of the shares of Bell Cablemedia South Herts (formerly Jones Cable Group of
South Hertfordshire Limited). The acquisition by the Partnership of all of
the shares of Bell Cablemedia South Herts resulted in the Partnership
acquiring beneficial ownership of the South Herts System. Through September
30, 1996, the total amount invested by the Partnership to fund the South Herts
System's construction and development was approximately $48,800,000.
In order to provide additional funding for the construction of the South Herts
System, two additional participants invested in Bell Cablemedia South Herts in
1993 and 1994. Jones Intercable of South Hertfordshire, Inc. invested Pound
Sterling3,400,000 in Bell Cablemedia South Herts in exchange for 34,000 Class
A shares in November 1993. Also in November 1993, affiliates of Sandler
Capital Management (the "Sandler Group") committed to invest Pound
Sterling6,800,000 in Bell Cablemedia South Herts, of which Pound
Sterling2,266,600 was funded in November 1993 for 22,666 Class B shares. In
June 1994, the Sandler Group invested Pound Sterling3,273,232 for 32,732
Class B shares and Jones Intercable of South Hertfordshire, Inc. invested
Pound Sterling503,283 for 5,033 Class A shares. In July 1994, the Sandler
Group invested Pound Sterling1,800,000 for 18,000 Class B shares and Jones
Intercable of South Hertfordshire Inc. invested Pound Sterling466,800 for
4,668 Class B shares.
On June 10, 1994, Jones Global Group, Inc. ("Global Group"), Jones Intercable,
Inc. and certain of their subsidiaries (collectively "Jones") and the Sandler
Group entered into agreements to transfer all of their interests in their
United Kingdom cable/telephony operations and franchises, including Jones
Intercable of South Hertfordshire, Inc.'s interest in Bell Cablemedia South
Herts, Jones Global Funds, Inc.'s general partner interest in the Partnership
and the Sandler Group's interest in Bell Cablemedia South Herts to Bell
Cablemedia plc ("BCM") in exchange for ordinary shares in the form of American
Depositary Shares ("ADSs") issued by BCM in connection with a planned public
offering of ADSs by BCM.
On July 22, 1994, in connection with the closing of the public offering by
BCM, Jones and the Sandler Group completed the exchange of their interests in
United Kingdom cable/telephony operations and franchises for ADSs issued by
BCM. At closing, BCM acquired Jones Intercable of South Hertfordshire, Inc.'s
interest in Bell Cablemedia South Herts, the Sandler Group's interest in Bell
Cablemedia South Herts and the general partner interest in the Partnership.
In October 1994, the Partnership invested Pound Sterling5,108,900 in Bell
Cablemedia South Herts for 51,089 Class A shares and BCM invested Pound
Sterling2,554,600 in Bell Cablemedia South Herts for 25,546 Class A shares.
In November 1994, the Partnership invested Pound Sterling1,410,000 in Bell
Cablemedia South Herts for 14,100 Class A shares and BCM invested Pound
Sterling705,000 in Bell Cablemedia South Herts for 7,050 Class A shares. As a
result of these transactions, Bell Cablemedia South Herts is now owned 66.7
percent by the Partnership and 33.3 percent by BCM, and the general partner
of the Partnership is now Fawnspring Limited (the "General Partner"), a wholly
owned subsidiary of BCM. The General Partner provides consulting services to
the Partnership. The General Partner may delegate some or all of the
consulting services to BCM or to other affiliates.
BCM, through its majority-owned subsidiaries and the companies in which it
holds minority interests, including Videotron Holdings Plc, in which BCM owns
a 26.2 percent equity interest, holds exclusive cable television licenses and
related non-exclusive telecommunications licenses covering over one million
equity homes in the Greater London and adjacent areas. In addition to its
London franchises, BCM holds cable television and telecommunications licenses
covering franchise areas in other regions of the United Kingdom. BCM has over
two million equity homes in its franchise areas and, in terms of equity homes,
BCM is one of the largest holders of cable television and telecommunications
licenses in the United Kingdom.
(3) TRANSACTIONS WITH AFFILIATED ENTITIES
The General Partner of the Partnership or its affiliates are entitled to be
paid a consulting fee by Bell Cablemedia South Herts. During the construction
phases of the South Herts System, this consulting fee was 2 percent of
construction costs. After completion of construction of each portion of the
system, the consulting fee for the completed portion is 5 percent of the gross
revenues, excluding revenues from the disposal of cable television/telephony
systems. The consulting fee is calculated and payable monthly. Consulting
fees paid or payable by Bell Cablemedia South Herts for the three months ended
September 30, 1996 and 1995 were $254,429 and $305,069 respectively. All of
these amounts were expensed on the Unaudited Consolidated Statements of
Operations for the three months ended September 30, 1996 and 1995 respectively.
Consulting fees paid or payable by Bell Cablemedia South Herts for the nine
months ended September 30, 1996 and 1995 were $1,040,855 and $770,501
respectively. All of these amounts were expensed on the Unaudited
Consolidated Statements of Operations for the nine months ended September 30,
1996 and 1995 respectively.
The General Partner and its affiliates are entitled to reimbursement from Bell
Cablemedia South Herts for direct and indirect expenses allocable to the
operation of the South Herts system and from the Partnership for direct and
indirect expenses allocable to the operation of the Partnership, which
include, but are not limited to, rent, supplies, telephone, travel, copying
charges and salaries of any full or part-time employees. The General Partner
believes that the methodology used in allocating these expenses is reasonable.
During the three months ended September 30, 1996 and 1995, reimbursements made
by Bell Cablemedia South Herts and the Partnership to the General Partner or
its affiliates for any allocable direct and indirect expenses totalled
$644,508 and $398,222 respectively. During the nine months ended September
30, 1996 and 1995, reimbursements made by Bell Cablemedia South Herts and the
Partnership to the General Partner or its affiliates for any allocable direct
and indirect expenses totalled $1,954,773 and $1,077,648 respectively. These
increases were due to an increase in the provision of services by the General
Partner in 1996 as compared to 1995.
In connection with Bell Cablemedia South Herts' Pound Sterling25,000,000
revolving and term loan credit facility agreement entered into in April 1995,
Bell Cablemedia Management Limited, an affiliate of the General Partner,
received a 1% financing fee. The Partnership's share of this fee amounted to
$266,267.
The General Partner and its affiliates may make advances to, and defer
collection of fees and allocated expenses owed by the Partnership or Bell
Cablemedia South Herts, although they are not required to do so. The
Partnership and Bell Cablemedia South Herts will be charged interest on such
advances and deferred amounts at a rate equal to the General Partner's or
certain affiliates' weighted average cost of all debt financing from
unaffiliated entities. For both the three and nine months ended September 30,
1996, this interest charge was $61,473; for both the three and nine months
ended September 30, 1995, no such interest had been charged to the Partnership
or Bell Cablemedia South Herts by the General Partner or its affiliates.
(4) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Currency Exchange Rates
The costs incurred by Bell Cablemedia South Herts are converted from United
Kingdom pounds sterling to United States dollars pursuant to Statement of
Financial Accounting Standard No. 52 ("SFAS 52"). Since pounds sterling
represent Bell Cablemedia South Herts functional currency, translation
adjustments related to recording assets and liabilities in United States
dollars at current exchange rates are charged or credited directly to
cumulative translation adjustment in shareholders' equity. At the discretion
of the General Partner, funds of the Partnership being held in United States
dollars were converted from United States dollars to United Kingdom pounds
sterling. Likewise, net proceeds from the sale or refinancing of the
Partnership's cable television/telephony properties will be converted from
United Kingdom pounds sterling to United States dollars in order to make any
distributions to the partners.
Limited Partner investments in Bell Cablemedia South Herts were made at an
average exchange rate of $1.62 per United Kingdom pound sterling. The average
exchange rate used in the preparation of this report for the nine months ended
September 30, 1996 was $1.54 per United Kingdom pound sterling and the closing
exchange rate at September 30, 1996 was $1.56 per United Kingdom pound
sterling.
Property, Plant and Equipment
Prior to receiving the first revenues from subscribers of a cable
television/telephony system constructed by the Partnership, all construction
costs, operating expenses and interest related to the system are capitalized.
The General Partner has estimated a prematurity period of three years for the
South Herts System based upon its urban location, housing density and
requirement for mostly underground cable. The portions capitalized are
decreased as progress is made toward obtaining the subscriber level expected
at the end of the prematurity period, after which no further expenses are
capitalized. In addition, costs (including labor, overhead and other costs of
completion) associated with installation in homes not previously served by
cable television/telephony are capitalized and included as a component of the
investment in cable television and telecommunications properties.
Depreciation is provided on property, plant and equipment at rates which are
intended to write off the cost of the assets over their estimated useful
lives. Effect is given to commercial and technical obsolescence.
Depreciation is provided on a straight line basis over 5-40 years for the
cable network and other electronic equipment, 35 years for freehold property
and 4-8 years for office and other equipment. Depreciation of the capitalized
construction costs begins from the time of receiving first revenues from
subscribers. During the prematurity period a portion of the depreciation is
recognized, based on the projected construction costs at the end of the
prematurity period. The portions depreciated are increased as progress is
made toward the prematurity period, after which full depreciation continues.
(5) FINANCINGS
On April 18, 1995 Bell Cablemedia South Herts entered into an agreement with
two major banks to provide a Pound Sterling25,000,000 revolving and term loan
credit facility agreement maturing on December 31, 2003 (the "South Herts
Credit Agreement").
The credit facility is structured as a revolving facility through December 31,
1997, at which time the facility will be converted into a term loan. The term
loan portion will require repayment of outstanding principal amounts beginning
in 1999, with the final 50% of such amounts being repaid in 2002 and 2003.
The facility is divided into two tranches, denoted Facility A and Facility B,
and the aggregate amount drawn down under both tranches may not exceed Pound
Sterling25,000,000. Amounts drawn down under Facility A bear interest at
sterling LIBOR plus a margin of 2.5%. The availability of Facility B of
Pound Sterling25,000,000 is subject to certain conditions which have now been
satisfied and amounts drawn down under Facility B will bear interest at
sterling LIBOR plus a margin ranging from 0.75% to 2.0% depending on the bank
debt ratio (the ratio of bank debt to annualised operating cash flow) of Bell
Cablemedia South Herts. At September 30, 1996 the average interest rate on
this loan was 8.0%.
The South Herts Credit Agreement contains various covenants including
financial covenants such as a cumulative revenue test, bank debt ratio,
interest cover ratio, a homes marketed test, a fixed charges ratio and a
pro-forma debt service ratio and other covenants such as restrictions on
disposals and on the creation of indebtedness and encumbrances. The South
Herts Credit Agreement also includes a restriction on the payment of dividends
which provides that dividends or distributions in respect of its issued share
capital and payments in respect of certain intercompany loans may not be made
prior to December 31, 1997. Such payments will be permitted thereafter only
if the bank debt ratio for the previous two accounting quarters is less than
5.5:1 and no event of default or potential event of default has occurred and
is continuing at such time and the payment of such dividend or distribution
will not give rise to an event of default or potential default.
The South Herts Credit Agreement contains certain events of default, including
non-payment of amounts due under the South Herts Credit Agreement, breaches of
representations and covenants (including financial ratios) contained in the
South Herts Credit Agreement, cross-default to certain other indebtedness of
Bell Cablemedia South Herts, certain bankruptcy and insolvency events and
certain changes of ownership.
The obligations of Bell Cablemedia South Herts under the South Herts Credit
Agreement are secured by first fixed and floating charges over all of the
assets of Bell Cablemedia South Herts. In addition, there is a pledge of all
of the share capital of Bell Cablemedia South Herts given by Bell Cablemedia
plc and the Partnership as additional security for the facility.
Net drawdowns of Pound Sterling16.8 million have occurred under the South
Herts Credit Agreement since April 1995, partly to repay the temporary loans
made to Bell Cablemedia South Herts by BCM since November 1994. The General
Partner believes that the South Herts Credit Agreement will be sufficient to
fund the completion of construction and operation of the South Herts system.
SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
BACKGROUND
South Hertfordshire United Kingdom Fund, Ltd. (the "Partnership") was formed
on December 23, 1991 to acquire, construct, develop, own and operate cable
television/telephony systems in the United Kingdom. As of September 30, 1996,
the Partnership had received limited partner subscriptions of $56,935,000, or
$48,817,997 net of sales commissions and other organizational and offering
costs. Sales of limited partnership interests ended in April 1994.
In connection with and subsequent to the Partnership's acquisition of Bell
Cablemedia (South Hertfordshire) Limited ("Bell Cablemedia South Herts") the
Partnership has invested its net offering proceeds in Bell Cablemedia South
Herts for construction and development costs. Through September 30, 1996 the
total amount invested by the Partnership was approximately $48,800,000.
Bell Cablemedia South Herts provides a local telephony service using telephony
switching equipment that it owns, and it has entered into interconnection
agreements with British Telecommunications plc and Mercury Communications
Limited so that it can provide local, long-distance, national and
international telephony services. The interconnection agreement with British
Telecommunications plc has a major review on April 1, 1997. The
interconnection agreement with Mercury Communications Limited may be
terminated on 12 months' notice by either party. Testing of the telephony
service started in November 1992, and the service was first offered to the
South Herts System's subscribers in February 1993.
In order to provide additional funding for the construction of the South Herts
System, two additional participants invested in Bell Cablemedia South Herts in
1993 and 1994. Jones Intercable of South Hertfordshire, Inc. invested Pound
Sterling3,400,000 in Bell Cablemedia South Herts in exchange for 34,000 Class
A shares in November 1993. Also in November 1993, affiliates of Sandler
Capital Management (the "Sandler Group") committed to invest Pound
Sterling6,800,000 in Bell Cablemedia South Herts of which Pound
Sterling2,266,600 was funded in November 1993 for 22,666 Class B shares. In
June 1994 the Sandler Group invested Pound Sterling3,273,232 for 32,732 Class
B shares and Jones Intercable of South Hertfordshire, Inc. invested Pound
Sterling503,283 for 5,033 Class A shares. In July 1994, the Sandler Group
invested Pound Sterling1,800,000 for 18,000 Class B shares and Jones
Intercable of South Hertfordshire, Inc. invested Pound Sterling466,800 for
4,668 Class B shares.
On June 10, 1994, Jones Global Group, Inc. ("Global Group"), Jones Intercable,
Inc. and certain of their subsidiaries (collectively, "Jones") and the Sandler
Group entered into agreements to transfer all of their interests in their
United Kingdom cable/telephony operations and franchises, including Jones
Intercable of South Hertfordshire, Inc.'s interest in Bell Cablemedia South
Herts, Jones Global Funds, Inc.'s general partner interest in the Partnership
and the Sandler Group's interest in Bell Cablemedia South Herts to Bell
Cablemedia plc ("BCM") in exchange for ordinary shares in the form of American
Depositary Shares ("ADSs") issued by BCM in connection with a planned public
offering of ADSs by BCM.
On July 22, 1994, in connection with the closing of the public offering by
BCM, Jones and the Sandler Group completed the exchange of their interests in
United Kingdom cable/telephony operations and franchises for ADSs issued by
BCM. At closing, BCM acquired Jones Intercable of South Hertfordshire, Inc.'s
interest in Bell Cablemedia South Herts, the Sandler Group's interest in Bell
Cablemedia South Herts and the general partner interest in the Partnership.
In October, 1994, the Partnership invested Pound Sterling5,108,900 in Bell
Cablemedia South Herts for 51,089 Class A shares and BCM invested Pound
Sterling2,554,600 in Bell Cablemedia South Herts for 25,546 Class A shares.
In November 1994, the Partnership invested Pound Sterling1,410,000 in Bell
Cablemedia South Herts for 14,100 Class A shares and BCM invested Pound
Sterling705,000 in Bell Cablemedia South Herts for 7,050 Class A Shares. As a
result of these transactions, Bell Cablemedia South Herts is now owned 66.7
percent by the Partnership and 33.3 percent by BCM, and the general partner of
the Partnership is now Fawnspring Limited (the "General Partner"), a wholly
owned subsidiary of BCM.
BCM, through its majority-owned subsidiaries and its interests in Bell
Cablemedia South Herts and Videotron Holdings Plc, in which BCM owns a 26.2
percent equity interest, holds exclusive cable television licenses and related
non-exclusive telecommunications licenses covering over one million equity
homes in the Greater London and adjacent areas. In addition to its London
franchises, BCM holds cable television and telecommunications licenses
covering franchise areas in other regions of the United Kingdom. BCM has over
two million equity homes in its franchise areas and, in terms of equity homes,
BCM is one of the largest holders of cable television and telecommunications
licenses in the United Kingdom.
LIQUIDITY AND CAPITAL RESOURCES
The Partnership. The Partnership's source of cash has been the net proceeds
of its offerings of limited partnership interests. Historically, the
Partnership's principal uses of cash have been capital contributions to Bell
Cablemedia South Herts in order to fund the Partnership's proportionate share
of the construction costs of the South Herts System. As discussed below, the
General Partner believes that no additional capital contributions will be
required to fund the completion of construction and operations of the South
Herts System. Accordingly, in the future, the Partnership's uses of cash will
be restricted to covering its administration costs (principally insurance
premiums, legal and accounting costs associated with the Partnership's annual
audit and periodic regulatory filings and general administration). As of
September 30, 1996 the Partnership had current liabilities of approximately
$500,000, most of which were payable to the General Partner.
Bell Cablemedia South Herts. On April 18, 1995 Bell Cablemedia South Herts
entered into an agreement with two major banks to provide a Pound
Sterling25,000,000 revolving and term loan credit facility agreement maturing
on December 31, 2003 (the "South Herts Credit Agreement").
The credit facility is structured as a revolving facility through December 31,
1997, at which time the facility will be converted into a term loan. The term
loan portion will require repayment of outstanding principal amounts beginning
in 1999, with the final 50% of such amounts being repaid in 2002 and 2003.
The facility is divided into two tranches, denoted Facility A and Facility B,
and the aggregate amount drawn down under both tranches may not exceed Pound
Sterling25,000,000. Amounts drawn down under Facility A bear interest at
sterling LIBOR plus a margin of 2.5%. The availability of Facility B of
Pound Sterling25,000,000 is subject to certain conditions which have now been
satisfied and amounts drawn down under Facility B bear interest at sterling
LIBOR plus a margin ranging from 0.75% to 2.0% depending on the bank debt
ratio (the ratio of bank debt to annualised operating cash flow) of Bell
Cablemedia South Herts. At September 30, 1996 the average interest rate on
this loan was 8.0%
The South Herts Credit Agreement contains various covenants including
financial covenants such as a cumulative revenue test, bank debt ratio,
interest cover ratio, a homes marketed test, a fixed charges ratio and a
pro-forma debt service ratio and other covenants such as restrictions on
disposals and on the creation of indebtedness and encumbrances. The South
Herts Credit Agreement also includes a restriction on the payment of dividends
which provides that dividends or distributions in respect of its issued share
capital and payments in respect of certain intercompany loans may not be made
prior to December 31, 1997. Such payments will be permitted thereafter only
if the bank debt ratio for the previous two accounting quarters is less than
5.5:1 and no event of default or potential event of default has occurred and
is continuing at such time and the payment of such dividend or distribution
will not give rise to an event of default or potential default.
The South Herts Credit Agreement contains certain events of default including
non-payment of amounts due under the South Herts Credit Agreement, breaches of
representations and covenants (including financial ratios) contained in the
South Herts Credit Agreement, cross-default to certain other indebtedness of
Bell Cablemedia South Herts, certain bankruptcy and insolvency events and
certain changes of ownership.
The obligations of Bell Cablemedia South Herts under the South Herts Credit
Agreement are secured by first fixed and floating charges over all of the
assets of Bell Cablemedia South Herts. In addition, there is a pledge of all
of the share capital of Bell Cablemedia South Herts given by BCM and the
Partnership as additional security for the facility.
Net drawdowns of Pound Sterling16.8 million have occurred under the South
Herts Credit Agreement since April 1995, partly to repay the temporary loans
made to Bell Cablemedia South Herts by BCM since November 1994. The General
Partner believes that the South Herts Credit Agreement will be sufficient to
fund the completion of construction and operation of the South Herts system.
RESULTS OF OPERATIONS
Revenues of the Partnership increased $696,570 for the three months ended
September 30, 1996, over the corresponding period in 1995 from $4,375,399 in
1995 to $5,071,969 in 1996. Revenues of the Partnership increased $3,199,631
for the nine months ended September 30, 1996, over the corresponding period in
1995 from $11,844,149 in 1995 to $15,043,780 in 1996. These increases were
the result of increases in the South Herts System's customer base due
primarily to additional activated plant in 1995. The South Herts System
served approximately 19,850 basic cable television customers, 23,600
residential telephony lines and 900 business telephony customers at September
30, 1996 as compared to approximately 17,700 basic cable television customers,
20,100 residential telephony lines and 700 business telephony customers at
September 30, 1995.
Operating expenses increased $352,867 for the three months ended September 30,
1996 over the corresponding period in 1995 from $2,023,708 in 1995 to
$2,376,575 in 1996. Operating expenses increased $1,514,508 for the nine
months ended September 30, 1996 over the corresponding period in 1995 from
$5,483,804 in 1995 to $6,998,312 in 1996. These increases relate to telephony
and programming costs arising from the growth in the South Herts' customer
base.
Selling, general and administrative expenses reduced $681,092 for the three
months ended September 30, 1996 over the corresponding period in 1995 from
$2,388,887 in 1995 to $1,707,795 in 1996. Selling, general and administrative
expenses reduced $1,867,067 for the nine months ended September 30, 1996 over
the corresponding period in 1995 from $6,721,982 in 1995 to $4,854,915 in
1996. These reductions were primarily due to reductions in overhead costs,
resulting from the provision of additional services by the General Partner in
1996 as compared to 1995.
Management fees and allocated overhead from the General Partner increased by
$195,646 for the three months ended September 30, 1996 over the corresponding
period in 1995 from $703,291 in 1995 to $898,937 in 1996. Management fees and
allocated overhead from the General Partner increased by $881,212 for the nine
months ended September 30, 1996 over the corresponding period in 1995 from
$2,114,416 in 1995 to $2,995,628 in 1996. These costs relate to additional
services provided by affiliates of the General Partner in order to reduce
overall costs by taking advantage of economies of scale within the BCM Group.
Overall, the aggregate of selling, general and administrative expenses and
management fees and allocated overhead from the General Partner has declined
for both the three and nine month periods ended September 30, 1996 compared
with the corresponding periods in 1995.
Depreciation and amortization expense increased $193,721 for the three months
ended September 30, 1996, over the corresponding period in 1995, from
$1,088,512 in 1995 to $1,282,233 in 1996. Depreciation and amortization
expense increased $524,376 for the nine months ended September 30, 1996, over
the corresponding period in 1995, from $3,161,085 in 1995 to $3,685,461 in
1996. These increases were due to increases in the Partnership's depreciable
asset base.
Interest expense increased by $122,610 for the three months ended September
30, 1996 over the corresponding period in 1995, from $598,950 in 1995 to
$721,560 in 1996. Interest expense increased by $385,847 for the nine months
ended September 30, 1996 over the corresponding period in 1995, from
$1,659,834 in 1995 to $2,045,681 in 1996. These increases were due to an
increase in outstanding indebtedness during the year ended September 30, 1996,
and interest on deferred fees charged by an affiliate of the General Partner
in the three months ended September 30, 1996.
Interest income increased by $9,912 for the three months ended September 30,
1996, over the corresponding period in 1995, from $0 in 1995 to $9,912 in
1996. Interest income increased by $22,329 for the nine months ended
September 30, 1996, over the corresponding period in 1995, from $0 in 1995 to
$22,329 in 1996. The increases in interest income were the result of interest
received on temporary cash balances in the 1996 periods following revised
treasury arrangements.
Net loss decreased by $340,193 for the three months ended September 30, 1996,
over the corresponding period in 1995, from $1,638,351 in 1995 to $1,298,158
in 1996. Net loss decreased by $1,277,252 for the nine months ended September
30, 1996, over the corresponding period in 1995, from $5,038,176 in 1995 to
$3,760,924 in 1996. The reductions in net loss were due to the increases in
revenue, combined with reductions in overheads. The effect of these factors
was only partly offset by the increases in depreciation and interest expenses.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
a) Exhibits
27 Financial Data Schedule
b) Reports on Form 8-K
None
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.
SOUTH HERTFORDSHIRE UNITED
KINGDOM FUND, LTD.
a Colorado limited partnership
BY: FAWNSPRING LIMITED
Its General Partner
BY: /s/ William Anderson
---------------------------
William Anderson
Director
November 13, 1996.
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 275,538
<SECURITIES> 0
<RECEIVABLES> 4,681,269
<ALLOWANCES> 858,946
<INVENTORY> 0
<CURRENT-ASSETS> 4,314,860
<PP&E> 88,321,141
<DEPRECIATION> 13,301,007
<TOTAL-ASSETS> 80,005,425
<CURRENT-LIABILITIES> 14,920,216
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 24,916,844<F1>
<TOTAL-LIABILITY-AND-EQUITY> 80,005,425
<SALES> 5,071,969
<TOTAL-REVENUES> 5,071,969
<CGS> 1,282,231
<TOTAL-COSTS> 1,282,231
<OTHER-EXPENSES> 4,983,307
<LOSS PROVISION> 63,685
<INTEREST-EXPENSE> 721,560
<INCOME-PRETAX> (1,298,158)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,298,158)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,298,158)
<EPS-PRIMARY> (22.58)
<EPS-DILUTED> (22.58)
<FN>
- -----------
1 Comprised of Partners' contributed capital of $48,818,997 less accumulated
losses of $23,902,153
</FN>
</TABLE>
