================================================================================
FORM 10-K
------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1999
OR
[ ] 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 0-24792
NTL (TRIANGLE) LLC
(Exact name of registrant as specified in its charter)
Delaware 13-4086747
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
110 East 59th Street NTL (Bermuda) LLC
New York, NY 10022 41 Cedar Avenue
(212) 906-8440 Hamilton, HM 12, Bermuda
(Address, including zip code, (Former name and former address
and telephone number, of the Registrant)
including area code, of Registrant's
principal executive offices)
--------------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
---------------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
----------------------------
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 ____
--------------------------
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-K. [ X ]
--------------------------
As of March 20, 2000, there were 800,000 shares of the Registrant's common stock
outstanding. The Registrant is an indirect, wholly-owned subsidiary of NTL
Incorporated, and there is no market for the Registrant's common stock.
The Registrant meets the conditions set forth in General Instructions I(1)(a)
and I(1)(b) of Form 10-K and is filing this form with the reduced disclosure
format pursuant to General Instructions I(2)(b) and I(2)(c).
--------------------------
DOCUMENTS INCORPORATED BY REFERENCE
NONE
--------------------------
================================================================================
<PAGE>
NTL (TRIANGLE) LLC
------------------
1999 FORM 10-K ANNUAL REPORT
----------------------------
TABLE OF CONTENTS
-----------------
PART I
------
Item 1 Business..............................................................1
Item 2 Properties............................................................1
Item 3 Legal Proceedings.....................................................1
Item 4 Submission of Matters to a Vote of Security Holders...................1
PART II
-------
Item 5 Market for the Registrant's Common Equity and
Related Shareholder Matters .....................................1
Item 6 Selected Financial and Other Data.................................... 2
Item 7 Management's Discussion and Analysis of Financial Condition and
Results of Operations........................................... 3
Item 7A Quantitative and Qualitative Disclosures About Market Risk............5
Item 8 Financial Statements and Supplementary Data.......................... 7
Item 9 Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure........................................25
PART III
--------
Item 10 Directors and Executive Officers of the Registrant...................25
Item 11 Executive Compensation...............................................25
Item 12 Security Ownership of Certain Beneficial Owners and Management.......25
Item 13 Certain Relationships and Related Transactions.......................25
PART IV
-------
Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K......26
SIGNATURES....................................................................28
This Annual Report on Form 10-K for the year ended December 31, 1999, at the
time of filing with the Securities and Exchange Commission, modifies and
supersedes all prior documents filed pursuant to Sections 13, 14 and 15(d) of
the Securities Exchange Act of 1934 for purposes of any offers or sales of any
securities after the date of such filing pursuant to any Registration Statement
or Prospectus filed pursuant to the Securities Act of 1933 which incorporates by
reference this Annual Report.
This Annual Report on Form 10-K contains "forward-looking statements" as that
term is defined under the provisions of the Private Securities Litigation Reform
Act of 1995. When used in this Form 10-K, 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 Registrant, 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, among others: general economic and business conditions, the
Registrant'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, Year 2000 readiness, and
availability, terms and deployment of capital.
<PAGE>
PART I
------
ITEM 1 BUSINESS
- ------ --------
NTL (Triangle) LLC (formerly Comcast UK Cable Partners Limited) (formerly NTL
(Bermuda) Limited) (formerly NTL (Bermuda) LLC) (the "Company") is a holding
company which holds all of the shares of various companies principally engaged
in the development, construction, management and operation of broadband
communications networks for telephone, cable television and Internet services in
the United Kingdom ("UK") and Ireland. The Company owns the companies that have
franchises for Darlington and Teesside (collectively, "Teesside") and Cambridge
Holding Company Limited ("Cambridge") in the UK, and Cablelink Limited
("Cablelink"), which owns the companies that provide services in Dublin, Galway
and Waterford, Ireland. The Company previously owned a 50% interest in Cable
London PLC ("Cable London") which it sold in November 1999 and a 27.5% interest
in Birmingham Cable Corporation Limited ("Birmingham Cable") which it sold in
October 1998.
In July 1999, NTL Communications Corp., a wholly-owned subsidiary of NTL
Incorporated ("NTL"), acquired Cablelink for IR(Pound)535.18 million ((UK
Pound)421.9 million). In December 1999, NTL Communications Corp. sold its 100%
interest in Cablelink to the Company for (UK Pound)423.6 million in cash. This
transaction was accounted for at historical cost in a manner consistent with a
transfer of entities under common control which is similar to that used in a
"pooling of interests." Accordingly, the Company's financial statements include
the results of Cablelink from July 1999.
In November 1999, the Company converted to a Delaware limited liability company
and thereby changed its name to NTL (Triangle) LLC. Under the Delaware Limited
Liability Company Act, the Company is deemed to be the same entity as it was
prior to the conversion.
The Company is an indirect wholly-owned subsidiary of NTL. NTL (Triangle) LLC's
executive office is located at 110 East 59th Street, New York, NY 10022 and its
telephone number is (212) 906-8440.
ITEM 2 PROPERTIES
- ------ ----------
The Company does not own or lease any significant real or personal property
other than through Teesside, Cambridge and Cablelink.
Teesside, Cambridge and Cablelink own their cable and telephony plant and
equipment and generally own or lease, under long-term leases, the head-end and
switching node sites. The Company believes that its subsidiaries' facilities are
adequate to serve their existing customers.
ITEM 3 LEGAL PROCEEDINGS
- ------ -----------------
The Company is subject to legal proceedings and claims which arise in the
ordinary course of its business. In the opinion of management, the amount of
ultimate liability with respect to these actions will not materially affect the
financial position, results of operations or liquidity of the Company.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------ ---------------------------------------------------
Omitted pursuant to General Instruction I(2)(c) of Form 10-K.
PART II
ITEM 5 MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
- ------ MATTERS
-----------------------------------------------------------------
The Company is an indirect wholly-owned subsidiary of NTL Incorporated.
<PAGE>
ITEM 6 SELECTED FINANCIAL AND OTHER DATA
- ------ ---------------------------------
The following table sets forth certain financial data for the years ended
December 31, 1999, 1998, 1997, 1996 and 1995. The information has been derived
from and should be read in conjunction with the consolidated financial
statements and notes thereto included in Part II Item 8 of this Form 10-K.
<TABLE>
<CAPTION>
Year Ended December 31,
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
(1) (2) (3)
(In thousands)
<S> <C> <C> <C> <C> <C>
Statement of Operations Data:
Service income.........................(UK Pound)118,963 (UK Pound)77,649 (UK Pound)55,603 (UK Pound)31,358 (UK Pound)1,530
Consulting fee income.................. - 938 1,059 1,070 1,313
Operating loss......................... (35,999) (15,567) (22,604) (24,553) (11,809)
Equity in net losses of affiliates..... (6,801) (19,696) (21,359) (18,432) (23,677)
Income (loss) before extraordinary item 329,465 43,205 (67,356) (40,575) (28,962)
Extraordinary item..................... - (1,107) - - -
Net income (loss)...................... 329,465 42,098 (67,356) (40,575) (28,962)
Balance Sheet Data:
At year end:
Total assets........................(UK Pound)901,269 (UK Pound)514,802 (UK Pound)445,854 (UK Pound)484,370 (UK Pound)431,889
Long-term debt...................... 293,285 259,104 247,970 216,027 207,978
Contributed capital................. 363,974 359,057 359,049 359,049 287,810
Retained earnings (accumulated deficit). 184,190 (145,275) (187,373) (120,017) (79,442)
<FN>
Notes to Selected Financial and Other Data
(1) In 1999, the Company sold its 50.0% ownership interest in Cable London to
Telewest Communications plc for (UK Pound)428.0 million and recognized a
gain on the sale of (UK Pound)404.8 million.
(2) In 1998, the Company sold its 27.5% ownership interest in Birmingham Cable
Corporation Limited to Telewest Communications plc for (UK Pound)130.0
million and recognized a gain on the sale of (UK Pound)110.5 million.
(3) As a result of an acquisition, the Company consolidated the financial
position and results of operations of Cambridge beginning on March 31,
1996.
</FN>
</TABLE>
- 2 -
<PAGE>
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- ------ ---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------------------------------------------------
Liquidity and Capital Resources
- -------------------------------
In November 1995, the Company issued $517.3 million principal amount at maturity
of 11.20% Senior Discount Debentures due 2007 (the "2007 Discount Debentures").
Interest accretes on the 2007 Discount Debentures at 11.20% per annum compounded
semi-annually from November 15, 1995 to November 15, 2000, after which date
interest will be paid in cash on each May 15 and November 15 through November
15, 2007. The 2007 Discount Debentures contain restrictive covenants which limit
the Company's ability to pay dividends.
The Company will require approximately (UK Pound)117 million in 2000 for capital
expenditures net of cash from operations. Management believes that the entire
(UK Pound)117 million required will be funded through cash on hand, debt or
equity from NTL or its subsidiaries and from the Joint Purchasing Alliance
Agreement deposit of (UK Pound)40.1 million. Subsidiaries of the Company and
Diamond Cable Communications plc, a subsidiary of NTL, entered into this
agreement in 1999 for joint fixed asset purchases. The Company's ability to meet
its long-term liquidity and capital requirements is contingent upon Cambridge,
Teesside and Cablelink's ability to generate positive operating cash flow, or,
if necessary, to obtain external financing, although there can be no assurance
that any such financing will be obtained on acceptable terms and conditions.
Year 2000 Issue
- ---------------
The Company had a comprehensive Year 2000 project designed to identify and
assess the risks associated with its information systems, products, operations,
infrastructure, suppliers, and customers, and to develop, implement and test
remediation and contingency plans to mitigate these risks. To date, the Company
has not experienced any significant problems related to the Year 2000.
Because the Company uses a variety of information systems and has additional
systems embedded in its operations and infrastructure, it cannot be sure that
all of its systems will continue to work together in a Year 2000-ready fashion.
Furthermore, the Company cannot be sure that it will not suffer business
interruptions, either because of its own Year 2000 problems or those of
third-parties upon whom the Company is reliant for services. Therefore, a
problem that has not yet been identified may arise and could have adverse
consequences to the Company.
Consolidated Statement of Cash Flows
- ------------------------------------
Net cash provided by operating activities amounted to (UK Pound)43.1 million,
(UK Pound)11.2 million and (UK Pound)7.5 million for the years ended December
31, 1999, 1998 and 1997, respectively. The increase in net cash provided by
operating activities in 1999 as compared to 1998 and in 1998 as compared to 1997
is primarily due to the increase in the Company's operating income before
depreciation and amortization and changes in working capital as a result of the
timing of receipts and disbursements.
Net cash (used in) financing activities was ((UK Pound)15.2) million, ((UK
Pound)5.6) million and ((UK Pound)3.4) million for the years ended December 31,
1999, 1998 and 1997, respectively. Net cash used in financing activities in 1999
includes the repayment of the Company's 9% Subordinated Notes payable to Comcast
UK Holdings, Inc. of (UK Pound)13.1 million. Net cash used in financing
activities in 1998 includes the proceeds, net of financing costs, provided under
the Company's credit facility of (UK Pound)98.5 million offset by the repayment
of such credit facility of (UK Pound)102.0 million.
Net cash (used in) provided by investing activities was ((UK Pound)103.3)
million, (UK Pound)60.5 million and ((UK Pound)30.0) million for the years ended
December 31, 1999, 1998 and 1997, respectively. Net cash used in investing
activities in 1999 includes the Joint Purchasing Agreement deposit of (UK
Pound)51.9 million for combined purchases of fixed assets by NTL affiliates,
capital expenditures of (UK Pound)57.2 million and the net acquisition costs of
Cablelink of (UK Pound)422.1 million, offset by the proceeds from the sale of
Cable London of (UK Pound)428 million. Net cash provided by investing activities
in 1998 includes the proceeds from the sale of Birmingham Cable of (UK
Pound)130.0 million, offset by capital expenditures of (UK Pound)61.8 million.
Net cash used in investing activities in 1997 includes capital expenditures of
(UK Pound)82.1 million, offset by proceeds from the sales of short-term
investments of (UK Pound)61.5 million.
- 3 -
<PAGE>
Results of Operations
- ---------------------
In December 1999, Cablelink was acquired by the Company from NTL Communications
Corp. This transaction was accounted for at historical cost in a manner
consistent with a transfer of entities under common control, which is similar to
that used in a "pooling of interests." Accordingly, the Company consolidated the
results of operations of Cablelink from July 1999. The results of Cablelink are
not included in the 1998 results.
Summarized consolidated financial information for the Company for the three
years ended December 31, 1999 is as follows (in thousands, "NM" denotes
percentage is not meaningful):
<TABLE>
<CAPTION>
Year Ended
December 31, Increase/(Decrease)
1999 1998 (UK Pound) %
---- ---- ---------- -----
<S> <C> <C> <C> <C>
Revenues.................................................(UK Pound)118,963 (UK Pound)78,587 (UK Pound)40,376 51.4
Operating, selling, general and administrative expenses.. 91,392 60,569 30,823 50.9
Management fees.......................................... - 2,400 (2,400) NM
Depreciation and amortization............................ 63,570 31,185 32,385 103.8
----------------- ----------------
Operating loss........................................... (35,999) (15,567) 20,432 NM
----------------- ----------------
Interest expense......................................... 31,542 34,898 (3,356) (9.6)
Investment income........................................ (5,429) (9,054) (3,625) (40.0)
Equity in net losses of affiliates....................... 6,801 19,696 (12,895) (65.5)
Gain on sale of investments.............................. (404,750) (110,497) 294,253 NM
Amalgamation costs....................................... 145 4,095 (3,950) NM
Exchange losses and other................................ 7,584 2,090 5,494 NM
----------------- ----------------
Income before income taxes and extraordinary item........ 328,108 43,205 284,903 NM
Income tax benefit....................................... 1,357 - 1,357 NM
----------------- ----------------
Income before extraordinary item......................... 329,465 43,205 286,260 NM
Loss from early extinguishment of debt................... - (1,107) 1,107 NM
----------------- ----------------
Net income...............................................(UK Pound)329,465 (UK Pound)42,098 (UK Pound)287,367 NM
================= ================
</TABLE>
<TABLE>
<CAPTION>
Year Ended
December 31, Increase/(Decrease)
1998 1997 (UK Pound) %
---- ---- ---------- -----
<S> <C> <C> <C> <C>
Revenues................................................. (UK Pound)78,587 (UK Pound)56,662 (UK Pound)21,925 38.7%
Operating, selling, general and administrative expenses.. 60,569 50,474 10,095 20.0
Management fees.......................................... 2,400 3,204 (804) (25.1)
Depreciation and amortization............................ 31,185 25,588 5,597 21.9
----------------- ----------------
Operating loss........................................... (15,567) (22,604) (7,037) (31.1)
----------------- ----------------
Interest expense......................................... 34,898 25,243 9,655 38.2
Investment income........................................ (9,054) (7,259) 1,795 24.7
Equity in net losses of affiliates....................... 19,696 21,359 (1,663) (7.8)
Gain on sale of investments.............................. (110,497) - (110,497) NM
Amalgamation costs....................................... 4,095 - 4,095 NM
Exchange losses and other................................ 2,090 5,409 (3,319) (61.4)
----------------- ----------------
Income (loss) before extraordinary item.................. 43,205 (67,356) (110,561) NM
Loss from early extinguishment of debt................... (1,107) - (1,107) NM
----------------- ----------------
Net income (loss)........................................ (UK Pound)42,098 ((UK Pound)67,356) ((UK Pound)109,454) NM
================= ================
</TABLE>
The Company had net income of (UK Pound)329.5 million and (UK Pound)42.1 million
for the years ended December 31, 1999 and 1998, respectively, and a net loss of
(UK Pound)(67.4) million for the year ended December 31, 1997, representing
increases of (UK Pound)287.4 million from 1998 to 1999 and (UK Pound)109.5
million from 1997 to 1998. The change from 1998 to 1999 is due to the gain on
the sale of Cable London of (UK Pound)404.8 million and the increase in the
Company's operating income before depreciation and amortization. The change from
1997 to 1998 is due to the gain on the sale of Birmingham Cable of (UK
Pound)110.5 million and the increase in the Company's operating income before
depreciation and amortization.
-4-
<PAGE>
Substantially all of the increases in revenues, operating expenses, selling,
general and administrative expenses, and depreciation and amortization expense
from 1998 to 1999 are attributable to the effects of the acquisition of
Cablelink, as well as the continued development of the Company's operations, and
increased business activity resulting from the growth in the number of
subscribers in Cambridge and Teesside. These trends in operations and business
activity are expected to continue for the foreseeable future. The increases from
1997 to 1998 were attributable to the effects of the same trends.
The Company's former parent and one of its former affiliates provided management
services to the Company. The management agreement was terminated upon the
amalgamation with NTL in 1998.
Interest expense for the years ended December 31, 1999, 1998 and 1997 was (UK
Pound)31.5 million, (UK Pound)34.9 million and (UK Pound)25.2 million,
respectively, representing a decrease of ((UK Pound)3.4) million from 1998 to
1999 and an increase of (UK Pound)9.7 million from 1997 to 1998. The decrease
from 1998 to 1999 is attributable to the repayment of the note payable to
Comcast U.K. Holdings, Inc. in September 1999 and the repayment of the bank
credit facility in October 1998. The increase from 1997 to 1998 is primarily
attributable to interest on borrowings under the bank credit facility and the
compounding of interest on the 2007 Discount Debentures.
Investment income for the years ended December 31, 1999, 1998 and 1997 was (UK
Pound)5.4 million, (UK Pound)9.1 million and (UK Pound)7.3 million,
respectively, representing a decrease of ((UK Pound)3.7) million from 1998 to
1999 and an increase of (UK Pound)1.8 million from 1997 to 1998. The decrease
from 1998 and 1999 is attributable to decreases in the average cash balances
available for investment in 1999 and the termination of the loans to Cable
London in November 1999. The increase from 1997 to 1998 is primarily
attributable to increases in the balances of loans to Birmingham Cable and Cable
London in 1998 as compared to 1997 and increases in the average cash balances
held by the Company for short term investment during 1998 as compared to 1997.
Equity in net losses of affiliates for the years ended December 31, 1999, 1998
and 1997 was (UK Pound)6.8 million, (UK Pound)19.7 million and (UK Pound)21.4
million, respectively, representing decreases of (UK Pound)12.9 million from
1998 to 1999 and (UK Pound)1.7 million from 1997 to 1998. The decrease from 1998
to 1999 is primarily attributable to the sale of Cable London in November 1999
and the sale of Birmingham Cable in October 1998. The decrease from 1997 to 1998
is attributable to the reduced losses of Cable London and the sale of Birmingham
Cable in October 1998.
The Company incurred (UK Pound)145,000 and (UK Pound)4.1 million in costs
associated with the amalgamation with NTL in the years ended December 31, 1999
and 1998, respectively.
Exchange losses and other for the years ended December 31, 1999, 1998 and 1997
were (UK Pound)7.6 million, (UK Pound)2.1 million and (UK Pound)5.4 million,
respectively, representing an increase of (UK Pound)5.5 million from 1998 to
1999 and a decrease of ((UK Pound)3.3) million from 1997 to 1998. These changes
primarily result from the impact of fluctuations in the valuation of the UK
Pound on the 2007 Discount Debentures, which are denominated in US Dollars, the
Company's foreign exchange call option contracts which were marked-to-market and
cash held in US Dollars. The Company's results of operations will continue to be
affected by foreign exchange rate fluctuations.
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- ------- ----------------------------------------------------------
The Company is exposed to market risk including changes in foreign currency
exchange rates. To manage the volatility relating to this exposure, the Company
entered into various derivative transactions pursuant to the Company's policies
in areas such as counterparty exposure and hedging practices. Positions are
monitored using techniques including market value and sensitivity analyses. The
Company does not hold or issue any derivative financial instruments for trading
purposes and is not a party to leveraged instruments. The credit risks
associated with the Company's derivative financial instruments are controlled
through the evaluation and monitoring of the creditworthiness of the
counterparties. Although the Company may be exposed to losses in the event of
nonperformance by the counterparties, the Company does not expect such losses,
if any, to be significant.
The Company has entered into certain foreign exchange option contracts ("FX
Options") as a normal part of its foreign currency risk management efforts.
During 1995, the Company entered into certain foreign exchange put option
contracts ("FX Puts") which may be settled only in November 2000. These FX Puts
are used to limit the Company's exposure to the risk that the eventual cash
outflows related to the 2007 Discount Debentures denominated in currencies other
than its functional currency (the "UK Pound Sterling" or "UK Pound") are
adversely affected by changes in exchange rates.
-5-
<PAGE>
As of December 31, 1999 and 1998, the Company had (UK Pound)250.0 million
notional amount of FX Puts to purchase United States ("US") dollars at an
exchange rate of $1.35 per (UK Pound)1.00 (the "Ratio"). The FX Puts provide a
hedge, to the extent the exchange rate falls below the Ratio, against the
Company's 2007 Discount Debentures denominated in US dollars since gains and
losses realized on the FX Puts would be offset against foreign exchange gains or
losses realized on the underlying net liabilities. Premiums paid for the FX Puts
of (UK Pound)13.9 million are included in other assets in the Company's
consolidated balance sheet, net of related amortization. These premiums are
being amortized over the terms of the related contracts of five years. As of
December 31, 1999, 1998 and 1997, the FX Puts had carrying values of (UK
Pound)2.4 million, (UK Pound)5.2 million and (UK Pound)8.0 million,
respectively.
Interest Rate Sensitivity
Principal Amount by Expected Maturity
Average Interest Rate and Average Forward Foreign Exchange Rate (US$/UK Pounds)
<TABLE>
<CAPTION>
Fair
Value
2000 2001 2002 2003 2004 Thereafter Total 12/31/99
---- ---- ---- ---- ---- ---------- ----- --------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Long-term Debt, including
Current Portion
11.20% Senior Discount
Debentures due 2007
Fixed Rate - - - - - $517,321 $517,321 $486,282
Average Interest Rate 11.2%
Average Forward
Exchange Rate 1.65
</TABLE>
Purchased Options Contracts to Pay US$ for UK Pounds
Notional Amount by Expected Maturity
Average Strike Price (UK Pounds/US$)
<TABLE>
<CAPTION>
Fair
Value
2000 2001 2002 2003 2004 Total 12/31/99
---- ---- ---- ---- ---- ----- --------
(pounds in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
British Pounds Sterling
Notional Amount (UK Pound)250,000 - - - - (UK Pound)250,000 (UK Pound)101.0
Average Strike Price
(US Dollars) $1.35
</TABLE>
- 6 -
<PAGE>
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ------ -------------------------------------------
REPORT OF INDEPENDENT AUDITORS
Board of Directors and Shareholder
NTL (Triangle) LLC
We have audited the accompanying consolidated balance sheets of NTL (Triangle)
LLC and subsidiaries as of December 31, 1999 and 1998, and the related
consolidated statements of operations, shareholder's equity and cash flows for
each of the years in the two year period ended December 31, 1999. Our audit also
included the financial statement schedule for each of the years in the two year
period ended December 31, 1999 listed in the index at Item 14(b)(i). These
financial statements and financial statement schedule are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements and financial statement schedule based on our audits. The
financial statements of Cable London PLC and subsidiaries ("Cable London") (a
corporation in which the Company had a 50% interest) have been audited by other
auditors whose report has been furnished to us; insofar as our opinion on the
1998 consolidated financial statements relates to data included for Cable
London, it is based solely on their report.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, based on our audits and the report of other auditors, the
consolidated financial statements referred to above present fairly, in all
material respects, the consolidated financial position of NTL (Triangle) LLC as
of December 31, 1999 and 1998, and the consolidated results of their operations
and their cash flows for each of the years in the two year period ended December
31, 1999 in conformity with accounting principles generally accepted in the
United States. Also, in our opinion, the related financial statement schedule
for each of the years in the two year period ended December 31, 1999, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
ERNST & YOUNG LLP
New York, New York
March 7, 2000
- 7 -
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors and Shareholder
NTL (Triangle) LLC (formerly Comcast UK Cable Partners Limited)
We have audited the accompanying consolidated statements of operations,
shareholder's equity and cash flows of NTL (Triangle) LLC (formerly Comcast UK
Cable Partners Limited) and subsidiaries for the year ended December 31, 1997.
Our audit also included the financial statement schedule for the year ended
December 31, 1997, as listed in Item 14 (b)(i). These financial statements and
financial statement schedule are the responsibility of the Company's management.
Our responsibility is to express an opinion on the financial statements and
financial statement schedule based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the results of operations and the cash flows of NTL
(Triangle) LLC (formerly Comcast UK Cable Partners Limited) and subsidiaries for
the year ended December 31, 1997 in conformity with accounting principles
generally accepted in the United States of America. Also, in our opinion, such
financial statement schedule for the year ended December 31, 1997, when
considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly in all material respects the information set forth
therein.
Deloitte & Touche LLP
Philadelphia, Pennsylvania
February 27, 1998
- 8 -
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors and Shareholders
Cable London PLC
We have audited the accompanying consolidated balance sheet of Cable London PLC
(a company incorporated in the United Kingdom) and subsidiaries as of December
31, 1998, and the related consolidated statements of operations, shareholders'
(deficiency) equity and of cash flows for each of the two years in the period
ended December 31, 1998 (which statements are not presented separately herein).
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on the financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Cable London PLC and subsidiaries
as of December 31, 1998, and the results of their operations and their cash
flows for each of the two years in the period ended December 31, 1998 in
conformity with accounting principles generally accepted in the United States of
America.
Deloitte & Touche
London, England
February 5, 1999
- 9 -
<PAGE>
NTL (TRIANGLE) LLC
- ------------------
CONSOLIDATED BALANCE SHEETS
(in (UK Pound)000's, except share data)
<TABLE>
<CAPTION>
December 31,
1999 1998
---- ----
<S> <C> <C>
ASSETS
- ------
CURRENT ASSETS
Cash and cash equivalents.................................................... (UK Pound)27,895 (UK Pound)103,451
Accounts receivable, less allowance for doubtful accounts of
(UK Pound)9,452 (1999) and (UK Pound)2,840 (1998)......................... 10,170 8,081
Other current assets......................................................... 4,240 5,404
------------------ -----------------
Total current assets................................................... 42,305 116,936
INVESTMENT IN CABLE LONDON PLC.................................................. - 28,080
PROPERTY AND EQUIPMENT - NET.................................................... 382,078 321,822
INTANGIBLE ASSETS - NET......................................................... 434,333 42,776
OTHER ASSETS, NET............................................................... 42,553 5,188
------------------ -----------------
(UK Pound)901,269 (UK Pound)514,802
================== =================
LIABILITIES AND SHAREHOLDER'S EQUITY
- ------------------------------------
CURRENT LIABILITIES
Accounts payable and accrued expenses........................................ (UK Pound)34,431 (UK Pound)25,162
Deferred revenue............................................................. 10,572 2,478
Due to affiliates............................................................ 5,905 -
Current portion of long-term debt............................................ 864 1,966
Notes payable to Comcast U.K. Holdings, Inc.................................. - 12,310
------------------ -----------------
Total current liabilities................................................. 51,772 41,916
LONG-TERM DEBT, less current portion............................................ 293,285 259,104
COMMITMENTS AND CONTINGENT LIABILITIES
DEFERRED INCOME TAXES........................................................... 8,237 -
SHAREHOLDER'S EQUITY
Common stock, (UK Pound).01 par value - authorized and issued 800,000 shares. 8 8
Additional capital........................................................... 363,966 359,049
Accumulated other comprehensive (loss)....................................... (189) -
Retained earnings (accumulated deficit)...................................... 184,190 (145,275)
------------------ -----------------
Total shareholder's equity................................................ 547,975 213,782
------------------ -----------------
(UK Pound)901,269 (UK Pound)514,802
================== =================
</TABLE>
See notes to consolidated financial statements.
- 10 -
<PAGE>
NTL (TRIANGLE) LLC
- ------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
(in (UK Pound)000's)
<TABLE>
<CAPTION>
Year Ended December 31,
1999 1998 1997
----------------- ---------------- -----------------
<S> <C> <C> <C>
REVENUES
Service income.......................................... (UK Pound)118,963 (UK Pound)77,649 (UK Pound)55,603
Consulting fee income................................... - 938 1,059
----------------- ---------------- -----------------
118,963 78,587 56,662
----------------- ---------------- -----------------
COSTS AND EXPENSES
Operating............................................... 42,499 25,598 19,624
Selling, general and administrative..................... 48,893 34,971 30,850
Management fees......................................... - 2,400 3,204
Depreciation and amortization........................... 63,570 31,185 25,588
----------------- ---------------- -----------------
154,962 94,154 79,266
----------------- ---------------- -----------------
OPERATING LOSS............................................. (35,999) (15,567) (22,604)
OTHER (INCOME) EXPENSE
Interest expense........................................ 31,542 34,898 25,243
Investment income....................................... (5,429) (9,054) (7,259)
Equity in net losses of affiliates...................... 6,801 19,696 21,359
Gain on sale of investments............................. (404,750) (110,497) -
Amalgamation costs...................................... 145 4,095 -
Exchange losses and other............................... 7,584 2,090 5,409
----------------- ---------------- -----------------
(364,107) (58,772) 44,752
----------------- ---------------- -----------------
Income (loss) before income taxes and extraordinary item... 328,108 43,205 (67,356)
Income tax benefit......................................... 1,357 - -
----------------- ---------------- -----------------
Income (loss) before extraordinary item.................... 329,465 43,205 (67,356)
Loss from early extinguishment of debt..................... - (1,107) -
----------------- ---------------- -----------------
NET INCOME (LOSS).......................................... (UK Pound)329,465 (UK Pound)42,098 ((UK Pound)67,356)
================= ================ =================
</TABLE>
See notes to consolidated financial statements.
- 11 -
<PAGE>
NTL (TRIANGLE) LLC
- ------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in (UK Pound)000's)
<TABLE>
<CAPTION>
Year Ended December 31,
1999 1998 1997
----------------- ----------------- -----------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss)................................................... (UK Pound)329,465 (UK Pound)42,098 ((UK Pound)67,356)
Adjustments to reconcile net income (loss) to net cash provided
by operating activities:
Depreciation and amortization.................................... 63,570 31,185 25,588
Loss from early extinguishment of debt........................... - 1,107 -
Amortization of premium on foreign exchange contracts............ 2,770 2,770 2,770
Non-cash interest expense........................................ 30,851 27,264 24,684
Non-cash investment income....................................... (1,870) (2,841) (2,521)
Gain on sale of investment....................................... (404,750) (110,497) -
Exchange losses (gains).......................................... 4,994 (3,870) 2,852
Equity in net losses of affiliates............................... 6,801 19,696 21,359
Other............................................................ (1,116) 4,095 991
----------------- ----------------- -----------------
30,715 11,007 8,367
Accounts receivable and other current assets..................... 360 (1,879) (1,393)
Accounts payable and other current liabilities................... 12,022 2,115 519
----------------- ----------------- -----------------
Net cash provided by operating activities.................. 43,097 11,243 7,493
----------------- ----------------- -----------------
FINANCING ACTIVITIES
Repayments of debt.................................................. (15,215) (102,064) (1,633)
Proceeds from borrowings............................................ - 100,000 -
Deferred financing costs............................................ - (1,463) -
Issuance of common stock............................................ - 8 -
Net transactions with affiliates.................................... - (2,120) (1,810)
----------------- ----------------- -----------------
Net cash (used in) financing activities.................... (15,215) (5,639) (3,443)
----------------- ----------------- -----------------
INVESTING ACTIVITIES
Acquisition, net of cash acquired................................... (422,070) - -
Proceeds from sale of affiliate..................................... 428,018 130,000 -
Proceeds from sales of short-term investments, net.................. - - 61,466
Capital contributions and loans to affiliates....................... - (1,768) (8,713)
Fixed asset deposit with affiliate.................................. (51,915) - -
Capital expenditures................................................ (57,216) (61,816) (82,125)
Additions to deferred charges....................................... (94) (5,941) (620)
----------------- ----------------- -----------------
Net cash (used in) provided by investing activities........ (103,277) 60,475 (29,992)
----------------- ----------------- -----------------
Effect of exchange rate changes on cash................................ (161) - -
----------------- ----------------- -----------------
(DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS......................................................... (75,556) 66,079 (25,942)
CASH AND CASH EQUIVALENTS, beginning of year........................... 103,451 37,372 63,314
----------------- ----------------- -----------------
CASH AND CASH EQUIVALENTS, end of year................................. (UK Pound)27,895 (UK Pound)103,451 (UK Pound)37,372
================= ================= =================
</TABLE>
See notes to consolidated financial statements.
- 12 -
<PAGE>
NTL (TRIANGLE) LLC
- ------------------
CONSOLIDATED STATEMENT OF SHAREHOLDER'S EQUITY
(in 000's)
<TABLE>
<CAPTION>
A Common B Common Common
Shares Amount Shares Amount Shares Amount
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1997........... 37,232 (UK Pound)372 12,873 (UK Pound)129
Net loss.........................
------- ------------- ------- ------------- ------ ------------
BALANCE, DECEMBER 31, 1997......... 37,232 372 12,873 129
Net income.......................
Amalgamation with NTL
Incorporated...................(37,232) (372) (12,873) (129) 800 (UK Pound)8
------- ------------- ------- ------------- ------ ------------
BALANCE, DECEMBER 31, 1998......... - - - - 800 8
Pooling of interest acquisition..
Net income.......................
Currency translation adjustment..
Comprehensive income.............
------- ------------- ------- ------------- ------ ------------
BALANCE, DECEMBER 31, 1999......... - (UK Pound) - - (UK Pound) - 800 (UK Pound)8
======= ============= ======= ============= ====== ============
</TABLE>
<TABLE>
<CAPTION>
Accum-
ulated Retained
Compre- Other Earnings
hensive Compre- (Accum-
Additional Income hensive ulated
Capital (Loss) (Loss) Deficit) Total
------- ------ ----- ------- -----
<S> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1997........... (UK Pound)358,548 ((UK Pound)120,017) (UK Pound)239,032
Net loss......................... ((UK Pound)67,356) (67,356) (67,356)
----------------- ------------------ -------------- ------------------ -----------------
BALANCE, DECEMBER 31, 1997......... 358,548 (187,373) 171,676
Net income....................... (UK Pound)42,098 42,098 42,098
Amalgamation with NTL
Incorporated................... 501 8
----------------- ------------------ -------------- ------------------ -----------------
BALANCE, DECEMBER 31, 1998......... 359,049 (145,275) 213,782
Pooling of interest acquisition.. 4,917 4,917
Net income....................... (UK Pound)329,465 329,465 329,465
Currency translation adjustment.. (189) ((UK Pound)189) (189)
------------------
Comprehensive income............. (UK Pound)329,276
----------------- ------------------ -------------- ------------------ -----------------
BALANCE, DECEMBER 31, 1999......... (UK Pound)363,966 ((UK Pound)189) (UK Pound)184,190 (UK Pound)547,975
================= ============== ================== =================
</TABLE>
See notes to consolidated financial statements.
- 13 -
<PAGE>
NTL (TRIANGLE) LLC
- ------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BUSINESS AND AMALGAMATION WITH NTL INCORPORATED
NTL (Triangle) LLC (formerly Comcast UK Cable Partners Limited) (formerly
NTL (Bermuda) Limited) (formerly NTL (Bermuda) LLC) (the "Company") and
its subsidiaries are principally engaged in the development, construction,
management and operation of broadband communications networks for
telephone, cable television and Internet services in the United Kingdom
("UK") and Ireland. The Company owns the companies that have franchises
for Darlington and Teesside (collectively, "Teesside") and Cambridge
Holding Company Limited ("Cambridge") in the UK, and Cablelink Limited
("Cablelink"), which owns the companies that provide services in Dublin,
Galway and Waterford, Ireland. The Company previously owned a 50% interest
in Cable London PLC ("Cable London") which it sold in November 1999 and a
27.5% interest in Birmingham Cable Corporation Limited ("Birmingham
Cable") which it sold in October 1998.
In November 1999, the Company converted to a Delaware limited liability
company and thereby changed its name to NTL (Triangle) LLC. Under the
Delaware Limited Liability Company Act, the Company is deemed to be the
same entity as it was prior to the conversion.
On October 29, 1998, NTL Incorporated ("NTL"), NTL (Bermuda) Limited, a
wholly-owned subsidiary of NTL, and Comcast UK Cable Partners Limited
("Partners") consummated a transaction (the "Amalgamation"), whereby NTL
(Bermuda) Limited merged with Partners.
Immediately following the Amalgamation, the Company and Bank of Montreal
Trust Company, as trustee, executed a First Supplemental Indenture (the
"First Supplemental Indenture") relating to Partner's 11.20% Senior
Discount Debentures due 2007 (the "Debentures"), which provided for the
assumption by the Company of the liabilities and the obligations of
Partners under the Indenture, dated as of November 15, 1995, governing the
Debentures (together with the First Supplemental Indenture, the
"Indenture") and the Debentures issued pursuant thereto. The First
Supplemental Indenture likewise provides that the Company shall succeed
to, and be substituted for, and may exercise every right and power of,
Partners under the Indenture and the Debentures.
Pursuant to then existing arrangements between Partners and Telewest
Communications plc ("Telewest"), a co-owner of interests in Cable London
and Birmingham Cable, Telewest had certain rights to acquire either or
both of Partner's interests in these systems as a result of the
Amalgamation. On August 14, 1998, Partners and NTL entered into an
agreement (the "Telewest Agreement") with Telewest relating to Partner's
ownership interests in Birmingham Cable, Partner's and Telewest's
respective ownership interests in Cable London and certain other related
matters. Pursuant to the Telewest Agreement, in October 1998, Partners
sold its 27.5% ownership interest in Birmingham Cable to Telewest for (UK
Pound)125 million, plus (UK Pound)5 million for certain subordinated debt
and fees. The Company recorded a gain of (UK Pound)110.5 million on the
sale. Additionally, in November 1999, the Company sold its 50% ownership
interest in Cable London to Telewest for (UK Pound)428 million in cash.
The Company recorded a gain of (UK Pound)404.8 million on the sale.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to
make estimates and assumptions that affect the reported amounts of assets
and liabilities and the disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from
those estimates.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries. All significant intercompany accounts
and transactions have been eliminated in consolidation.
- 14 -
<PAGE>
NTL (TRIANGLE) LLC
- ------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Foreign Currency Translation
The financial statements of Cablelink have been translated into UK pounds
sterling in accordance with Statement of Financial Accounting Standards
("SFAS") No. 52, "Foreign Currency Translation." All balance sheet
accounts have been translated using the current exchange rates at the
balance sheet date. Statement of operations amounts have been translated
using the average exchange rate for the period. The gains or losses
resulting from the change in exchange rates have been reported as a
component of accumulated other comprehensive (loss). Foreign currency
transaction gains and losses are included in the results of operations as
incurred.
Cash Equivalents
Cash equivalents are short-term, highly liquid investments with maturities
of three months or less when purchased. Cash equivalents of (UK Pound)15.9
million and (UK Pound)94.1 million at December 31, 1999 and 1998,
respectively, consist principally of commercial paper, time deposits and
money market funds.
Investments in Affiliates
Investments in entities in which the Company has the ability to exercise
significant influence over the operating and financial policies of the
investee are accounted for under the equity method. Equity method
investments are recorded at original cost and adjusted periodically to
recognize the Company's proportionate share of the investees' net income
or losses after the date of investment, additional contributions made and
dividends received. The differences between the Company's recorded
investments and its proportionate interests in the book value of the
investees' net assets were being amortized to equity in net losses of
affiliates over the remaining original lives of the related franchises of
eight years.
Property and Equipment
Property and equipment is stated at cost. Improvements that extend asset
lives are capitalized; other repairs and maintenance charges are expensed
as incurred. Depreciation is computed by the straight-line method over the
estimated useful lives of the assets. Estimated useful lives are as
follows: operating equipment - 6 to 40 years and other equipment - 3 to 40
years.
Intangible Assets
Intangible assets include goodwill, license acquisition costs, customer
lists and other deferred charges. Goodwill is the excess of the purchase
price over the fair value of net assets acquired in business combinations
accounted for as purchases. Goodwill is amortized on a straight-line basis
over the period benefited of 15 years. License acquisition costs represent
the portion of the purchase price allocated to the cable television and
telecommunications licenses acquired in business combinations. License
acquisition costs are amortized on a straight-line basis over the
remaining lives of the licenses at acquisition of 5 years. Customer lists
represent the portion of the purchase price allocated to the value of the
customer base. Customer lists are amortized on a straight- line basis over
10 years. The other deferred charges are amortized on a straight-line
basis primarily over 12 to 15 years.
Valuation of Long-Lived Assets
Long-lived assets, including property and equipment and intangible assets,
are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable. If the sum of
the expected future undiscounted cash flows is less than the carrying
amount of the asset, a loss is recognized for the difference between the
fair value and the carrying value of the asset.
Derivative Financial Instruments
The Company uses derivative financial instruments, principally foreign
exchange option contracts ("FX Options"), to manage its exposure to
fluctuations in foreign currency exchange rates. Written FX Options are
marked-to-market on a current basis in the Company's consolidated
statement of operations.
Those instruments that have been entered into by the Company to hedge
exposure to foreign currency exchange rate risks are periodically examined
by the Company to ensure that the instruments are matched with underlying
liabilities, reduce the Company's risks relating to foreign currency
exchange rates, and, through market value and
- 15 -
<PAGE>
NTL (TRIANGLE) LLC
- ------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
sensitivity analysis, maintain a high correlation to the underlying value
of the hedged item. For those instruments that do not meet the above
criteria, variations in their fair value are marked-to-market on a current
basis in the Company's consolidated statement of operations.
The Company does not hold or issue any derivative financial instruments
for trading purposes and is not a party to leveraged instruments. The
credit risks associated with the Company's derivative financial
instruments are controlled through the evaluation and monitoring of the
creditworthiness of the counterparties. Although the Company may be
exposed to losses in the event of nonperformance by the counterparties,
the Company does not expect such losses, if any, to be significant.
Revenue Recognition
Service income is recognized at the time the service is provided to the
customer. Charges for services that are billed in advance are deferred and
recognized when earned.
Cable Television System Costs, Expenses and Revenues
The Company accounts for costs, expenses and revenues applicable to the
construction and operation of its cable television, telephone and
telecommunications systems in accordance with Statement of Financial
Accounting Standards ("SFAS") No. 51, "Financial Reporting by Cable
Television Companies."
3. RECENT ACCOUNTING PRONOUNCEMENT
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities." This
statement, which establishes accounting and reporting standards for
derivatives and hedging activities, is required to be adopted by the
Company effective January 1, 2001. Upon the adoption of SFAS No. 133, all
derivative instruments are required to be recognized in the statement of
financial position as either assets or liabilities and measured at fair
value. The Company is evaluating the impact that the adoption of SFAS No.
133 will have on its financial position and results of operations.
4. JOINT PURCHASING ALLIANCE AGREEMENT
Other assets includes a deposit of (UK Pound)40.1 million which will be
utilized under a Joint Purchasing Alliance Agreement entered into between
subsidiaries of the Company and Diamond Cable Communications plc, a
subsidiary of NTL, for combined fixed asset purchases. The Company's
original deposit was (UK Pound)51.9 million in March 1999.
- 16 -
<PAGE>
NTL (TRIANGLE) LLC
- ------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
5. INVESTMENTS IN AFFILIATES
Summarized financial information for affiliates accounted for under the
equity method for 1999, 1998 and 1997, is as follows:
<TABLE>
<CAPTION>
Birmingham Cable
Cable(1) London(2) Combined
--------- --------- --------
(UK Pound)000 (UK Pound)000 (UK Pound)000
<S> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1999
Results of operations
Company's equity in net loss................................... ((UK Pound)6,801) ((UK Pound)6,801)
YEAR ENDED DECEMBER 31, 1998
Results of operations
Service income................................................. 66,987 66,987
Operating, selling, general and administrative expenses........ (52,128) (52,128)
Depreciation and amortization.................................. (22,659) (22,659)
Operating loss................................................. (7,800) (7,800)
Net loss....................................................... (23,325) (23,325)
Company's equity in net loss................................... ((UK Pound)7,841) (11,855) (19,696)
AT DECEMBER 31, 1998
Financial position
Current assets................................................. 10,776 10,776
Noncurrent assets.............................................. 194,953 194,953
Current liabilities............................................ 24,653 24,653
Noncurrent liabilities......................................... 204,648 204,648
YEAR ENDED DECEMBER 31, 1997
Results of operations
Service income................................................. 67,166 52,816 119,982
Operating, selling, general and administrative expenses........ (56,564) (45,787) (102,351)
Depreciation and amortization.................................. (26,427) (19,740) (46,167)
Operating loss................................................. (15,825) (12,711) (28,536)
Net loss....................................................... (30,826) (25,168) (55,994)
Company's equity in net loss................................... (8,616) (12,743) (21,359)
<FN>
- ---------------
(1) The Company sold its 27.5% interest in Birmingham Cable in October 1998.
(2) The Company sold its 50.0% interest in Cable London in November 1999.
</FN>
</TABLE>
6. PROPERTY AND EQUIPMENT
Property and equipment consists of (in (UK Pound)000's):
<TABLE>
<CAPTION>
December 31,
1999 1998
----------------- -----------------
<S> <C> <C>
Operating equipment...................................(UK Pound)414,276 (UK Pound)331,910
Other equipment....................................... 61,364 47,536
Construction in progress.............................. 4,358 -
----------------- -----------------
479,998 379,446
Accumulated depreciation.............................. (97,920) (57,624)
----------------- -----------------
(UK Pound)382,078 (UK Pound)321,822
================= =================
</TABLE>
- 17 -
<PAGE>
NTL (TRIANGLE) LLC
- ------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
7. INTANGIBLE ASSETS
Intangible assets consist of (in (UK Pound)000's):
<TABLE>
<CAPTION>
December 31,
1999 1998
------------------- ----------------
<S> <C> <C>
Goodwill, net of accumulated amortization of
(UK Pound)11,928........................................ (UK Pound)333,971 (UK Pound) -
License acquisition costs, net of accumulated amortization
of (UK Pound)3,607...................................... 32,461 -
Customer lists, net of accumulated amortization of (UK
Pound)1,616............................................. 30,706 -
Other, net of accumulated amortization of
(UK Pound)21,168 (1999) and (UK Pound)15,493 (1998)..... 37,195 42,776
------------------- ----------------
(UK Pound)434,333 (UK Pound)42,776
=================== ================
</TABLE>
In July 1999, NTL Communications Corp., a wholly-owned subsidiary of NTL,
acquired Cablelink for IR(Pound)535.18 million ((Pound)421.9 million).
Cablelink provides multi-channel television and information services in
Dublin, Galway and Waterford, Ireland. NTL Communications Corp. accounted
for the acquisition as a purchase. The aggregate purchase price of
IR(Pound)541.4 million ((UK Pound)428.5 million), including costs incurred
of IR(Pound)6.2 million ((UK Pound)4.9 million), net of tangible assets
acquired aggregated IR(Pound)523.4 million ((UK Pound)414.3 million),
which was allocated as follows: IR(Pound)45.6 million ((UK Pound)36.1
million) to license acquisition costs, IR(Pound)40.8 million ((UK
Pound)32.3 million) to customer lists and IR(Pound)437.0 million ((UK
Pound)345.9 million) to goodwill.
In December 1999, the Company acquired Cablelink from NTL Communications
Corp. for (UK Pound)423.6 million in cash. The Company accounted for the
acquisition at historical cost in a manner consistent with a transfer of
entities under common control, which is similar to that used in a "pooling
of interests." Accordingly, the net assets and results of operations of
Cablelink have been included in the consolidated financial statements from
July 1999. The difference in the purchase price paid by the Company ((UK
Pound)423.6 million) as compared to the purchase price paid by NTL
Communications Corp. ((UK Pound)428.5 million) of approximately (UK
Pound)4.9 million is included in the statement of shareholder's equity as
an increase in additional capital.
The pro forma unaudited consolidated results of operations for the years
ended December 31, 1999 and 1998 assuming the consummation of the above
mentioned transaction as of January 1, 1998 is as follows:
<TABLE>
<CAPTION>
Year ended December 31,
1999 1998
------------------ -----------------
(in (UK Pound)000's)
<S> <C> <C>
Total revenue.......................................(UK Pound)138,488 (UK Pound)112,175
Income before extraordinary item.................... 313,596 12,072
Net income.......................................... 313,596 10,965
</TABLE>
8. FOREIGN CURRENCY RISK MANAGEMENT
The Company is exposed to market risk including changes in foreign
currency exchange rates. To manage the volatility relating to this
exposure, the Company entered into various derivative transactions
pursuant to the Company's policies in areas such as counterparty exposure
and hedging practices. Positions were monitored using techniques including
market value and sensitivity analyses.
The Company entered into certain FX Options as a normal part of its
foreign currency risk management efforts. During 1995, the Company entered
into certain foreign exchange put option contracts ("FX Puts") which may
be settled only in November 2000. These FX Puts are used to limit the
Company's exposure to the risk that the
- 18 -
<PAGE>
NTL (TRIANGLE) LLC
- ------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
eventual cash outflows related to the Company's long-term debt denominated
in currencies other than its functional currency (which is the UK Pound)
are adversely affected by changes in exchange rates. As of December 31,
1999 and 1998, the Company had (UK Pound)250.0 million notional amount of
FX Puts to purchase US dollars at an exchange rate of $1.35 per (UK
Pound)1.00 (the "Ratio"). The FX Puts provide a hedge, to the extent the
exchange rate falls below the Ratio, against the Company's long-term debt
denominated in US dollars since gains and losses realized on the FX Puts
would be offset against foreign exchange gains or losses realized on the
underlying net liabilities. Premiums paid for the FX Puts of (UK
Pound)13.9 million are included in other assets in the Company's
consolidated balance sheet, net of related amortization. These premiums
are being amortized over the terms of the related contracts of five years.
As of December 31, 1999 and 1998, the FX Puts had carrying values of (UK
Pound)2.4 million and (UK Pound)5.2 million, respectively.
In 1995, in order to reduce hedging costs, the Company sold foreign
exchange call option contracts ("FX Calls") to exchange (UK Pound)250.0
million notional amount and received (UK Pound)3.4 million. Of these
contracts, (UK Pound)200.0 million notional amount, with an exchange ratio
of $1.70 per (UK Pound)1.00, expired unexercised in November 1996 while
the remaining contract, with a (UK Pound)50.0 million notional amount and
an exchange ratio of $1.62 per (UK Pound)1.00, had a settlement date in
November 2000. In the fourth quarter of 1996, in order to continue to
reduce hedging costs, the Company sold additional FX Calls for (UK
Pound)2.1 million, to exchange (UK Pound)200.0 million notional amount at
an average exchange ratio of $1.75 per (UK Pound)1.00. These contracts
expired unexercised in the fourth quarter of 1997. The remaining contract
with a (UK Pound)50.0 million notional amount was unwound in October 1998.
The FX Calls were marked-to-market on a current basis in the Company's
consolidated statement of operations. Changes in fair value between
measurement dates relating to the FX Calls resulted in exchange losses of
(UK Pound)230,000 during the year ended December 31, 1998, and exchange
gains of (UK Pound)4.5 million during the year ended December 31, 1997.
9. LONG-TERM DEBT
2007 Discount Debentures
In November 1995, the Company received net proceeds of approximately
$291.1 million ((UK Pound)186.9 million) from the sale of its 2007
Discount Debentures in a public offering ($517.3 million principal at
maturity). Interest accretes on the 2007 Discount Debentures at 11.20% per
annum compounded semi-annually from November 15, 1995 to November 15,
2000, after which date interest will be paid in cash on each May 15 and
November 15 through November 15, 2007. The accreted value of the 2007
Discount Debentures was (UK Pound)289.2 million and (UK Pound)254.2
million as of December 31, 1999 and 1998, respectively.
The 2007 Discount Debentures contain restrictive covenants which limit the
Company's ability to enter into arrangements for the sale of assets,
mergers, the incurrence of additional debt and the payment of dividends.
The Company was in compliance with such restrictive covenants as of
December 31, 1999.
UK Holdings Credit Facility
In December 1997, Comcast UK Holdings Limited, a wholly owned subsidiary
of the Company, entered into a loan agreement with a consortium of banks
to provide financing under a credit facility (the "UK Holdings Credit
Facility") up to a maximum of (UK Pound)200.0 million. The UK Holdings
Credit Facility's interest rate per annum was equal to the London
Interbank Offered Rate ("LIBOR") plus 1/2% to 2 1/4%. The consummation of
the Amalgamation resulted in a change in control and all amounts
outstanding thereunder became immediately due and payable. The Company
repaid the (UK Pound)100.0 million outstanding on October 29, 1998 using
proceeds from the sale of the Birmingham Cable interests. The Company
recorded an extraordinary loss from early extinguishment of debt of (UK
Pound)1.1 million from the write-off of unamortized deferred financing
costs.
Other
As of December 31, 1999 and 1998, Cambridge has two outstanding bank loans
totaling (UK Pound)433,000 and (UK Pound)456,000, respectively, which are
included in long-term debt. These bank loans are secured by land and
buildings in Cambridge and Bishop Stortford and are payable in quarterly
installments through April 2018 and bear interest at a weighted average
fixed rate of 9.35%. Also included in long-term debt are capital lease
obligations.
- 19 -
<PAGE>
NTL (TRIANGLE) LLC
- ------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Long-term debt repayments, excluding capital lease payments, are due as
follows (in (UK Pound)000's):
Year ending December 31:
2000....................................... (UK Pound)24
2001....................................... 24
2002....................................... 24
2003....................................... 24
2004....................................... 24
Thereafter................................. 320,501
------------------
(UK Pound)320,621
==================
10. RELATED PARTY TRANSACTIONS
Since the Amalgamation, a subsidiary of NTL Communications Corp. has been
providing management, financial, legal and technical services to the
Company. Beginning in the fourth quarter of 1999, this subsidiary began
charging the Company for these services using an allocation formula based
on customers. The Company was charged (UK Pound)2.9 million in 1999 which
is included in selling, general and administrative expenses and in the due
to affiliates balance. It is not practicable to determine the amounts of
these expenses that would have been incurred had the Company operated as
an unaffiliated entity. In the opinion of management of the Company, the
allocation method is reasonable.
Comcast U.K. Consulting, Inc., a former wholly-owned subsidiary of the
Company, earned consulting fee income under consulting agreements with
Birmingham Cable and Cable London in 1998 and 1997. The consulting fee
income was generally based on a percentage of gross revenues or a fixed
amount per dwelling unit. The consulting agreements were terminated in
1998 pursuant to the Telewest Agreement.
Management fees were incurred under agreements with the Company's former
parent and one of its former affiliates in 1998 and 1997. The management
agreements were terminated upon the amalgamation with NTL.
Investment income includes (UK Pound)1.9 million, (UK Pound)2.8 million
and (UK Pound)2.5 million of interest income in 1999, 1998 and 1997,
respectively, relating to the loans to Birmingham Cable and Cable London.
Notes payable to Comcast U.K. Holdings, Inc. consisted of 9% Subordinated
Notes payable of (UK Pound)13.1 million which the Company repaid at
maturity in September 1999. During the years ended December 31, 1999, 1998
and 1997, interest expense on the Notes was (UK Pound)822,000, (UK
Pound)1.0 million and (UK Pound)950,000, respectively.
- 20 -
<PAGE>
NTL (TRIANGLE) LLC
- ------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
11. INCOME TAXES
Significant components of deferred income taxes are as follows (in (UK
Pound)000's):
<TABLE>
<CAPTION>
December 31,
1999 1998
---- ----
<S> <C> <C>
Deferred tax liabilities:
Intangibles...........................UK Pound)10,233 (UK Pound) -
Deferred tax assets:
Net operating loss carryforwards
(carried forward indefinitely)...... 9,297 9,270
Differences between book and tax
basis of property................... 19,580 16,995
Other................................. 1,220 638
--------------- -----------------
Total deferred tax assets......................... 30,097 26,903
Less: Valuation allowance......................... (28,101) (26,903)
--------------- -----------------
Net deferred tax assets........................... 1,996 -
--------------- -----------------
Net deferred tax liabilities......................(UK Pound)8,237 (UK Pound) -
=============== =================
</TABLE>
The Company's wholly-owned subsidiaries have a deferred tax asset arising
from the carryforward of net operating losses and the differences between
the book and tax basis of property. However, a valuation allowance has
been recorded as the realization of the deferred tax assets is uncertain.
12. FAIR VALUES OF FINANCIAL INSTRUMENTS
Current assets and current liabilities: The carrying amounts of cash and
cash equivalents, accounts receivable, other current assets, due to
affiliates and accounts payable and accrued liabilities reported in the
balance sheet approximate fair value due to the short-term maturities of
these assets and liabilities.
Long-term debt: The estimated fair value of the Company's publicly traded
debt is based on quoted market prices. Interest rates that are currently
available to the Company for issuance of debt with similar terms and
remaining maturities are used to estimate fair value for debt issues for
which quoted market prices are not available. At December 31, 1999 and
1998, the estimated fair values of the Company's long-term debt were (UK
Pound)305.0 million and (UK Pound)268.3 million, respectively.
FX Puts: The estimated fair value of the Company's FX Puts is based on
quoted market prices. At December 31, 1999 and 1998, the estimated fair
values of the Company's FX Puts were (UK Pound)101,000 and (UK
Pound)567,000, respectively.
13. STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
The Company made cash payments for interest of approximately (UK
Pound)691,000, (UK Pound)7.6 million and (UK Pound)559,000 during the
years ended December 31, 1999, 1998 and 1997, respectively.
The Company's wholly-owned subsidiaries incurred capital lease obligations
of (UK Pound)139,000, (UK Pound)3.4 million and (UK Pound)2.1 million
during the years ended December 31, 1999, 1998 and 1997, respectively.
14. COMMITMENTS AND CONTINGENCIES
As of December 31, 1999, the Company was committed to purchase
approximately (UK Pound)4.0 million for equipment and services.
Certain of the Company's facilities and equipment are held under operating
or capital leases which expire in 2033.
- 21 -
<PAGE>
NTL (TRIANGLE) LLC
- ------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
A summary of assets held under capital lease are as follows (in (UK
Pound)000's):
<TABLE>
<CAPTION>
December 31,
1999 1998
---- ----
<S> <C> <C>
Land, buildings and equipment (UK Pound)13,271 (UK Pound)13,132
Less: Accumulated depreciation (6,324) (4,805)
---------------- ----------------
(UK Pound)6,947 (UK Pound)8,327
================ ================
</TABLE>
Future minimum rental payments at December 31, 1999 are as follows (in (UK
Pound)000's):
<TABLE>
<CAPTION>
Capital Operating
leases leases
------ ------
<S> <C> <C>
Year ending December 31:
2000 (UK Pound)954 (UK Pound)3,238
2001 886 2,931
2002 734 2,221
2003 682 1,658
2004 629 1,491
Thereafter............................................... 2,059 17,567
--------------- ----------------
Total minimum rental commitments......................... 5,944 (UK Pound)29,106
================
Less: Amount representing interest....................... (1,469)
---------------
Present value of minimum rental commitments.............. 4,475
Less: Current portion of capital lease obligations....... (840)
---------------
Long-term portion of capital lease obligations...........(UK Pound)3,635
===============
</TABLE>
Rental expense for the years ended December 31, 1999, 1998 and 1997 was
(UK Pound)2.7 million, (UK Pound)1.6 million and (UK Pound)1.7 million,
respectively.
The Company is involved in legal proceedings and claims which arise in the
ordinary course of its business. In the opinion of management, the amount
of ultimate liability with respect to these actions will not materially
affect the financial position, results of operations or liquidity of the
Company.
- 22 -
<PAGE>
NTL (TRIANGLE) LLC
- ------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Concluded)
15. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
<TABLE>
<CAPTION>
First Second Third Fourth Total
Quarter Quarter Quarter (1) Quarter (2) Year
------- ------- ----------- ----------- ----
((UK Pound)000)
<S> <C> <C> <C> <C> <C>
1999
- ----
Revenues.................................(UK Pound)23,189 (UK Pound)24,291 (UK Pound)33,342 (UK Pound)38,141 (UK Pound)118,963
Operating loss........................... (3,503) (2,576) (1,395) (28,525) (35,999)
Equity in net losses of affiliates....... (2,060) (1,912) (1,601) (1,228) (6,801)
Net (loss) income........................ (19,375) (17,398) (40) 366,278 329,465
1998
- ----
Revenues.................................(UK Pound)17,576 (UK Pound)19,012 (UK Pound)19,944 (UK Pound)22,055 (UK Pound)78,587
Operating loss........................... (4,583) (3,941) (4,306) (2,737) (15,567)
Equity in net losses of affiliates....... (6,415) (4,770) (4,731) (3,780) (19,696)
(Loss) income before extraordinary item.. (15,491) (16,286) (12,730) 87,712 43,205
Extraordinary item....................... - - - (1,107) (1,107)
Net (loss) income........................ (15,491) (16,286) (12,730) 86,605 42,098
<FN>
- ---------------
(1) The acquisition of Cablelink was accounted for at historical cost in a
manner consistent with a transfer of entities under common control which
is similar to that used in a "pooling of interests." Accordingly, the
Company's financial statements have been restated to include the results
of Cablelink from July 1999.
(2) Fourth quarter and total year net income resulted from a gain of (UK
Pound)110.5 million due to the sale of the interests in Birmingham Cable
in October 1998 and a gain of (UK Pound)404.8 million due to the sale of
the interests in Cable London in November 1999.
</FN>
</TABLE>
- 23 -
<PAGE>
NTL (TRIANGLE) LLC
------------------
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
-----------------------------------------------
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
--------------------------------------------
(in (UK Pound)000's)
<TABLE>
<CAPTION>
Additions
Balance at Charged to Deductions Balance
Beginning Costs and from at End
of Year Expenses Reserves of Year
------- -------- -------- -------
<S> <C> <C> <C> <C>
Allowance for Doubtful Accounts
-------------------------------
1999..................................... (UK Pound)2,840 (UK Pound)3,129 ((UK Pound)3,483)(a) (UK Pound)9,452
1998..................................... 2,598 1,720 1,478 2,840
1997..................................... 1,338 1,488 228 2,598
<FN>
(a) Uncollectible accounts written off, net of recoveries of (UK Pound)1,038,000
and (UK Pound)172,000 foreign exchange currency translation adjustments, offset
by (UK Pound)4,693,000 allowance for doubtful accounts as of the acquisition
date of Cablelink.
</FN>
</TABLE>
- 24 -
<PAGE>
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- ------ ---------------------------------------------------------------
FINANCIAL DISCLOSURE
---------------------------------------------------------------
Not applicable.
PART III
--------
ITEMS 10, 11, 12 AND 13
- -----------------------
Omitted, pursuant to General Instruction I(2)(c) of Form 10-K.
- 25 -
<PAGE>
PART IV
-------
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
- ------- ---------------------------------------------------------------
(a) The following consolidated financial statements of NTL (Triangle) LLC
are included in Part II, Item 8:
Page
----
Independent Auditors' Reports.......................................7
Consolidated Balance Sheets--December 31, 1999 and 1998............10
Consolidated Statements of Operations--Years
Ended December 31, 1999, 1998 and 1997............................11
Consolidated Statements of Cash Flows--Years
Ended December 31, 1999, 1998 and 1997............................12
Consolidated Statement of Shareholder's
Equity--Years Ended December 31, 1999, 1998 and 1997..............13
Notes to Consolidated Financial Statements.........................14
(b) (i) The following financial statement schedule required to be filed
by Items 8 and 14(d) of Form 10-K is included in Part II:
Schedule II - Valuation and Qualifying Accounts
All other schedules are omitted because they are not applicable,
not required or the required information is included in the
consolidated financial statements or notes thereto.
(c) Reports on Form 8-K.
The Company filed the following current reports on Form 8-K (i)
under Item 2, 5 and 7 on December 9, 1999 relating to the
disposition of Cable London, the conversion to a Delaware
company, and a name change, and (ii) under Item 2 and 7 on
December 28, 1999 relating to the acquisition of Cablelink from
its parent, NTL Communications. The Form 8-K filed on December 9,
1999 included unaudited pro forma financial statements. The Form
8-K filed on December 28, 1999 was amended on January 28, 2000 to
include consolidated financial statements of Cablelink and
subsidiaries. It also included unaudited pro forma financial
statements for NTL (Triangle) LLC and subsidiaries.
(d) Exhibits required to be filed by Item 601 of Regulation S-K:
2.l Reorganization Agreement, dated 19 September 1994, among
Warburg, Pincus Investors, L.P., Bankers Trust Investments PLC
("Bankers Trust"), Comcast Corporation ("Comcast"), Comcast
U.K. Holdings, Inc., ("Holdings"), the Company and UK Cable
Partners Limited ("UKCPL"). (1)
2.2 Agreement and Plan of Amalgamation dated 4 February 1998 among
NTL Incorporated, NTL (Bermuda) Limited and the Company, as
amended. (7)
2.3 Deed of Transfer, dated December 13, 1999. (9)
3(i) Memorandum of Association of the Company. (2)
3(ii) By-laws of the Company. (2)
3.1 Certificate of Formation, filed with the Delaware Secretary of
State on November 12, 1999. (8)
3.2 Certificate of Amendment, filed with the Delaware Secretary of
State on November 18, 1999. (8)
3.3 Operating Agreement of NTL (Triangle) LLC, dated as of
November 14, 1999. (8)
3.4 Corrected Certificate of Conversion, filed with the Delaware
Secretary of State on November 16, 1999. (8)
4.l Form of Certificate for Class A Common Shares, par value (UK
Pound)0.01 per share. (2)
4.2 Indenture dated as of 15 November 1995, between the Company
and Bank of Montreal Trust Company, as Trustee, in respect of
the Company's 11.20% Senior Discount Debentures Due 2007 (the
"2007 Debentures"). (1)
- 26 -
<PAGE>
10.1 Subscription and Contribution Agreement, dated 26 October
1992, among Comcast, UKCPL, the Company, Holdings, Comcast
Cablevision of Birmingham, Inc. ("Comcast Birmingham") and
Comcast Cablevision of London, Inc. (2)
10.2 Shareholders Agreement, dated 11 December 1992 (the
"Shareholders Agreement"), among Holdings, UKCPL, the Company
and Comcast. (2)
10.3 Supplemental Agreement, dated 21 June 1995, among the Company,
Comcast Consulting, Comcast, Holdings, Warburg Pincus and UK
Consulting to the NewCo Services Agreement, the Delegation
Agreement and the Shareholders Agreement. (3)
10.4 Share Exchange Agreement, dated 4 December 1995, among
Singapore Telecom International Pte. Limited, Cambridge Cable,
the Company and Holdings. (5)
10.5 Share Exchange Agreement, dated 5 May 1994, between Avalon
Telecommunications L.L.C. and the Company. (2)
10.6 Agreement dated August 14, 1998 among Telewest Communications
plc, Telewest Communications Holding Limited, the Company and
NTL Incorporated. (6)
27.1 Financial Data Schedule.
99.1 Consolidated financial statements of Cambridge Holding Company
Limited (a United Kingdom corporation in the prematurity
stage) and subsidiaries as of and for the years ended December
31, 1995 and 1994. (6)
- ---------------
(1) Incorporated by reference to the Company's Registration Statement on Form
S-1 (File No. 33-96932) declared effective November 9, 1995.
(2) Incorporated by reference to the Company's Registration Statement on Form
S-1 (File No. 33-76160) declared effective September 20, 1994.
(3) Incorporated by reference to the Company's Quarterly Report on Form 10-Q,
filed for the quarter ended June 30, 1995 (File No. 0-24792).
(4) Incorporated by reference to the Company's Quarterly Report on Form 10-Q,
filed for the quarter ended March 31, 1995 (File No. 0-24792).
(5) Incorporated by reference to the Company's Current Report on Form 8-K,
filed January 22, 1996.
(6) Incorporated by reference to NTL Incorporated's Current Report on Form 8-K
dated August 18, 1998. (File No. 000-22616).
(7) Incorporated by reference to NTL's Registration Statement on Form S-4 (File
No. 333-64727).
(8) Incorporated by reference to the Company's Current Report on Form 8-K,
filed December 9, 1999.
(9) Incorporated by reference to the Company's Current Report on Form 8-K,
filed December 28, 1999.
- 27 -
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: March 23, 2000
NTL (Triangle) LLC
(Registrant)
By: NTL Group Limited
Its Sole Managing Member (on behalf of Registrant)
/s/ Robert Mackenzie
- ----------------------------------
Robert Mackenzie
Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant in
the capacities and on the date indicated.
Signature Title Date
- --------- ----- ----
/s/ Leigh C. Wood (Chairman of the Board, March 23, 2000
- --------------------- Director, and Principal Executive Officer
Leigh C. Wood of NTL Group Ltd., the sole managing
member) on behalf of registrant
/s/ David Kelham (Principal Accounting and Financial March 23, 2000
- --------------------- Officer and Director of NTL Group
David Kelham Ltd., the sole managing member) on
behalf of registrant
/s/ Robert Mackenzie (Director of NTL Group Ltd., March 23, 2000
- -------------------- the sole managing member) on
Robert Mackenzie behalf of registrant
/s/ Steve Wagner (Director of NTL Group Ltd., March 23, 2000
- --------------------- the sole managing member) on
Steve Wagner behalf of registrant
/s/ Jeremy Thorp (Director of NTL Group Ltd., March 23, 2000
- --------------------- the sole managing member) on
Jeremy Thorp behalf of registrant
/s/ Peter Douglas (Director of NTL Group Ltd., March 23, 2000
- --------------------- the sole managing member) on
Peter Douglas behalf of registrant
- 28 -
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000919957
<NAME> NTL (TRIANGLE) LLC
<MULTIPLIER> 1,000
<CURRENCY> U.K. POUNDS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<EXCHANGE-RATE> 1.6158
<CASH> 27,895
<SECURITIES> 0
<RECEIVABLES> 19,622
<ALLOWANCES> (9,452)
<INVENTORY> 0
<CURRENT-ASSETS> 42,305
<PP&E> 479,998
<DEPRECIATION> (97,920)
<TOTAL-ASSETS> 901,269
<CURRENT-LIABILITIES> 51,772
<BONDS> 293,285
0
0
<COMMON> 8
<OTHER-SE> 547,967
<TOTAL-LIABILITY-AND-EQUITY> 901,269
<SALES> 0
<TOTAL-REVENUES> 118,963
<CGS> 0
<TOTAL-COSTS> 154,962
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 31,542
<INCOME-PRETAX> 328,108
<INCOME-TAX> 1,357
<INCOME-CONTINUING> 329,465
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 329,465
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
