UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarter ended September 30, 2003 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to |
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Commission file number: 005-55939
UGC EUROPE, INC.
(Exact name of Registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation or organization) |
20-0173340 (I.R.S. Employer Identification No.) |
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4643 South Ulster Street, Suite 1300 Denver, Colorado (Address of principal executive offices) |
80237 (Zip code) |
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(303) 220-4204 (Registrant's telephone number, including area code) |
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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 and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý
Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ý No o
The number of shares outstanding of the Registrant's common stock as of November 1, 2003 was:
49,985,521 shares of common stock, par value USD 0.01 per share.
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Page Number |
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| Item 1. | Financial Statements | |||
| Unaudited Condensed Consolidated Balance Sheets as of September 30, 2003 and December 31, 2002 | 2 | |||
| Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income for the Three and Nine Months Ended September 30, 2003 and 2002 | 4 | |||
| Unaudited Condensed Consolidated Statements of Shareholders' Equity (Deficit) for the Nine Months Ended September 30, 2003 | 5 | |||
| Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2003 and 2002 | 6 | |||
| Notes to Unaudited Condensed Consolidated Financial Statements | 7 | |||
Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
32 |
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
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Item 4. |
Controls and Procedures |
46 |
| Item 1. | Legal Proceedings | 47 | ||
Item 3. |
Defaults upon Senior Securities |
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Item 5. |
Other Information |
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Item 6. |
Exhibits and Reports on Form 8-K |
49 |
1
UGC EUROPE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Stated in thousands of Euros, except par value and number of shares)
(Unaudited)
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September 30, 2003 |
December 31, 2002 |
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|---|---|---|---|---|---|---|
| ASSETS | ||||||
| Current assets | ||||||
| Cash and cash equivalents | 176,837 | 255,062 | ||||
| Restricted cash | 28,340 | 18,352 | ||||
| Subscriber receivables, net of allowance for doubtful accounts of 30,222 and 52,232, respectively | 58,929 | 95,526 | ||||
| Costs to be reimbursed by affiliated companies | 2,624 | 4,054 | ||||
| Other receivables | 31,175 | 40,588 | ||||
| Deferred financing costs, net | 2,207 | 59,375 | ||||
| Prepaid expenses and other current assets | 47,445 | 79,345 | ||||
| Total current assets | 347,557 | 552,302 | ||||
| Marketable debt and equity securities, at fair value | 36,306 | 12,760 | ||||
| Investments in and advances to affiliated companies | 49,128 | 114,680 | ||||
| Property, plant and equipment, net | 2,796,667 | 3,175,363 | ||||
| Goodwill, net | 990,043 | 995,946 | ||||
| Other intangible assets, net | 75,158 | 76,331 | ||||
| Deferred financing costs, net | 42,164 | | ||||
| Other assets | 2,418 | 3,635 | ||||
| Total assets | 4,339,441 | 4,931,017 | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
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September 30, 2003 |
December 31, 2002 |
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| LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) | |||||||
| Current liabilities | |||||||
| Not subject to compromise: | |||||||
| Accounts payable, including related party payables of 1,520 and 5,189, respectively | 147,379 | 166,679 | |||||
| Accrued liabilities | 279,469 | 281,211 | |||||
| Subscriber prepayments and deposits | 127,700 | 121,749 | |||||
| Derivative liabilities | 10,331 | 10,133 | |||||
| Short-term debt | | 58,363 | |||||
| Current portion of long-term debt | 166,909 | 3,212,302 | |||||
| Total current liabilities not subject to compromise | 731,788 | 3,850,437 | |||||
| Subject to compromise: | |||||||
| Accounts payable | 343 | 36,889 | |||||
| Accrued liabilities | | 351,500 | |||||
| Short term debt | 5,257 | | |||||
| Current portion of long-term debt, including related party debt of nil and 2,358,380, respectively | 330,315 | 5,043,346 | |||||
| Total current liabilities subject to compromise | 335,915 | 5,431,735 | |||||
| Long-term liabilities | |||||||
| Not subject to compromise: | |||||||
| Long term debt | 2,882,452 | 427,444 | |||||
| Other long-term liabilities | 83,554 | 83,999 | |||||
| Total long-term liabilities not subject to compromise | 2,966,006 | 511,443 | |||||
| Guarantees, commitments and contingencies (Note 6) | |||||||
| Minority interests in subsidiaries | 1,433 | 1,660 | |||||
| Convertible preferred stock | | 1,664,689 | |||||
| Shareholders' equity (deficit) | |||||||
| Preferred stock, USD 0.01 par value, 50,000,000 shares authorized, none issued and outstanding | | | |||||
| Ordinary stock, USD 0.01 par value, 250,000,000 shares authorized, 49,985,101 and 785,101 shares issued and outstanding, respectively | 461 | 7 | |||||
| Additional paid-in capital | 8,165,046 | 3,183,997 | |||||
| Deferred compensation | | (16,888 | ) | ||||
| Accumulated deficit | (8,161,446 | ) | (9,903,309 | ) | |||
| Accumulated other comprehensive income | 300,238 | 207,246 | |||||
| Total shareholders' equity (deficit) | 304,299 | (6,528,947 | ) | ||||
| Total liabilities and shareholders' equity (deficit) | 4,339,441 | 4,931,017 | |||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
UGC EUROPE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
(Stated in thousands of Euros, except number of shares)
(Unaudited)
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Three Months Ended September 30, |
Nine Months Ended September 30, |
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2003 |
2002 |
2003 |
2002 |
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| Statements of Operations | |||||||||||
| Revenue | 367,240 | 340,872 | 1,085,725 | 1,046,101 | |||||||
| Operating expense(1) | (146,024 | ) | (186,220 | ) | (459,636 | ) | (566,952 | ) | |||
| Selling, general and administrative expense | (92,596 | ) | (81,837 | ) | (287,466 | ) | (297,909 | ) | |||
| Depreciation and amortization | (154,112 | ) | (189,779 | ) | (491,379 | ) | (534,679 | ) | |||
| Impairment and restructuring charges | 407 | 1,413 | 1,370 | (23,635 | ) | ||||||
| Operating income (loss) | (25,085 | ) | (115,551 | ) | (151,386 | ) | (377,074 | ) | |||
| Interest income | 1,661 | 597 | 6,382 | 17,309 | |||||||
| Interest expense | (60,420 | ) | (154,594 | ) | (220,832 | ) | (486,661 | ) | |||
| Interest expenserelated party | | (59,353 | ) | | (182,427 | ) | |||||
| Provision for loss on investments | | (7,957 | ) | | (7,957 | ) | |||||
| Foreign currency exchange gain (loss) | (234,331 | ) | (9,977 | ) | 100,274 | 511,281 | |||||
| Gain on extinguishment of debt | 1,944,330 | | 2,013,694 | 471,718 | |||||||
| Gain on sale of investment in affiliate to related party | | | 25,518 | | |||||||
| Gain (loss) on sale of assets and investment in affiliates | (507 | ) | 146,601 | (754 | ) | 134,509 | |||||
| Other income (expense), net | (572 | ) | (6,217 | ) | (14,597 | ) | (170,791 | ) | |||
| Income (loss) before income taxes and other items | 1,625,076 | (206,451 | ) | 1,758,299 | (90,093 | ) | |||||
| Reorganization expense | (5,569 | ) | | (18,062 | ) | | |||||
| Income tax expense, net | (802 | ) | | (1,993 | ) | (1,607 | ) | ||||
| Minority interests in subsidiaries, net | 44 | (10,323 | ) | (31 | ) | (10,387 | ) | ||||
| Share in results of affiliates, net | 1,636 | 2,779 | 3,650 | (36,913 | ) | ||||||
| Income (loss) before cumulative effect of change in accounting principle | 1,620,385 | (213,995 | ) | 1,741,863 | (139,000 | ) | |||||
| Cumulative effect of change in accounting principle | | | | (1,498,871 | ) | ||||||
| Net income (loss) | 1,620,385 | (213,995 | ) | 1,741,863 | (1,637,871 | ) | |||||
| Earnings per share (Note 7): | |||||||||||
| Basic income (loss) before cumulative effect of change in accounting principle | 102.85 | (315.86 | ) | 298.79 | (307.99 | ) | |||||
| Cumulative effect of change in accounting principle | | | | (1,909.14 | ) | ||||||
| Basic net income (loss) | 102,85 | (315.86 | ) | 298.79 | (2,217.14 | ) | |||||
| Earnings per share (note 7): | |||||||||||
| Diluted income (loss) before cumulative effect of change in accounting principle | 101.48 | (315.86 | ) | 257.53 | (307.99 | ) | |||||
| Cumulative effect of change in accounting principle | | | | (1,909.14 | ) | ||||||
| Diluted net income (loss) | 101.48 | (315.86 | ) | 257.53 | (2,217.14 | ) | |||||
Statements of Comprehensive Income |
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| Net income (loss) | 1,620,385 | (213,995 | ) | 1,741,863 | (1,637,871 | ) | |||||
| Other comprehensive income (loss), net of tax: | |||||||||||
| Foreign currency translation adjustments | 16,260 | (11,916 | ) | 60,494 | 499 | ||||||
| Change in fair value of derivative assets | | (57 | ) | 10,133 | 13,155 | ||||||
| Change in unrealized gain in available-for-sale securities | 5,169 | (6,224 | ) | 22,365 | (22,253 | ) | |||||
| Comprehensive income (loss) | 1,641,814 | (232,192 | ) | 1,834,855 | (1,646,470 | ) | |||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
UGC EUROPE, INC.
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
(Stated in thousands of Euros, except number of shares)
(Unaudited)
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Priority Stock |
Ordinary Stock |
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Additional Paid-In Capital |
Deferred Compensation |
Accumulated Deficit |
Accumulated Other Comprehensive Income |
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Shares |
Amount |
Shares(1) |
Amount |
Total |
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| December 31, 2002(2) | | | 785,101 | 7 | 3,183,997 | (16,888 | ) | (9,903,309 | ) | 207,246 | (6,528,947 | ) | |||||||
| Issuance of stock for the exchangeable loan held by parent | | | 23,853,179 | 220 | 863,433 | | | | 863,653 | ||||||||||
| Issuance of stock for notes held by parent | | | 8,896,821 | 82 | 1,547,979 | | | | 1,548,061 | ||||||||||
| Issuance of stock for preferred stock held by parent | | | 200,000 | 2 | 1,664,687 | | | | 1,664,689 | ||||||||||
| Issuance of stock for notes held by third parties | | | 16,250,000 | 150 | 887,203 | | | | 887,353 | ||||||||||
| Amortization of deferred compensation | | | | | | 10,685 | | | 10,685 | ||||||||||
| Cancellation of UPC NV stock option plans | | | | | | 6,203 | | | 6,203 | ||||||||||
| Capital contribution from parent | | | | | 17,747 | | | | 17,747 | ||||||||||
| Net income | | | | | | | 1,741,863 | | 1,741,863 | ||||||||||
| Unrealized gain on available-for-sale securities | | | | | | | | 22,365 | 22,365 | ||||||||||
| Change in fair value of derivative assets | | | | | | | | 10,133 | 10,133 | ||||||||||
| Change in foreign currency translation adjustments | | | | | | | | 60,494 | 60,494 | ||||||||||
| September 30, 2003 | | | 49,985,101 | 461 | 8,165,046 | | (8,161,446 | ) | 300,238 | 304,299 | |||||||||
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| UGCE shares issued upon incorporation | 1,000 shares | |
| UGCE shares in exchange for 300 UPC Priority Shares | 1 share | |
| UGCE shares in exchange for 443,417,525 UPC Ordinary Shares | 784,100 shares | |
| Total UGCE shares | 785,101 shares |
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
UGC EUROPE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in thousands of Euros)
(Unaudited)
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Nine Months Ended September 30, |
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2003 |
2002 |
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| Cash flows from operating activities: | ||||||
| Net income (loss) | 1,741,863 | (1,637,871 | ) | |||
| Adjustments to reconcile net income (loss) to net cash flows from operating activities: | ||||||
| Accretion of interest | 26,351 | 263,948 | ||||
| Amortization of deferred financing costs | 14,887 | 19,999 | ||||
| Cumulative effect of change in accounting principle | | 1,498,871 | ||||
| Depreciation and amortization | 491,379 | 534,679 | ||||
| Foreign exchange gain | (88,540 | ) | (515,428 | ) | ||
| Gain on sale of investment in affiliate to related party | (25,518 | ) | | |||
| Gain on extinghuisment of debt | (2,013,694 | ) | (471,718 | ) | ||
| Impairment and restructuring charges | | 23,635 | ||||
| Loss on derivative assets | 10,311 | 179,686 | ||||
| Gain on sale of assets and investment in affiliates, net | (915 | ) | (142,720 | ) | ||
| Minority interests in subsidiaries, net | 31 | 10,387 | ||||
| Provision for loss on investments | | 7,957 | ||||
| Share in results of affiliates, net | (3,650 | ) | 36,913 | |||
| Stock-based compensation | 18,717 | 19,162 | ||||
| Adjustment of UPC Polska Bonds to allowed claim value | (17,266 | ) | | |||
| Other | 1,074 | (50 | ) | |||
| Decrease in restricted cash | | 30,314 | ||||
| Change in receivables | 54,316 | 62,058 | ||||
| Change in other current liabilities | 3,022 | (211,556 | ) | |||
| Change in deferred taxes and other long-term liabilities | (106 | ) | (6,991 | ) | ||
| Net cash flows from operating activities | 212,262 | (298,725 | ) | |||
| Cash flows from investing activities: | ||||||
| Capital expenditures | (172,735 | ) | (191,251 | ) | ||
| Proceeds received from the sale of assets | 101,165 | 21,526 | ||||
| Restricted cash deposited, net | (9,988 | ) | (11,865 | ) | ||
| Purchase of derivatives | (9,090 | ) | | |||
| Germany deconsolidated cash | | (9,404 | ) | |||
| Derivative loan settlement | (50,975 | ) | | |||
| Investments in and advances to affiliated companies, net of repayment | | 745 | ||||
| Dividends received | 3,745 | 8,031 | ||||
| Acquisitions, net of cash acquired | (689 | ) | (24,060 | ) | ||
| Net cash flows from investing activities | (138,567 | ) | (206,278 | ) | ||
| Cash flows from financing activities: | ||||||
| Proceeds from long-term and short-term borrowings | 10,000 | 10,008 | ||||
| Repayments of long-term and short-term borrowings | (150,186 | ) | (60,122 | ) | ||
| Net cash flows from financing activities | (140,186 | ) | (50,114 | ) | ||
| Effect of exchange rates on cash | (11,734 | ) | 1,210 | |||
| Net decrease in cash and cash equivalents | (78,225 | ) | (553,907 | ) | ||
| Cash and cash equivalents at beginning of period | 255,062 | 855,001 | ||||
| Cash and cash equivalents at end of period | 176,837 | 301,094 | ||||
| Supplemental cash flow disclosures: | ||||||
| Cash paid for reorganization expenses | (22,966 | ) | | |||
| Cash paid for interest | (147,098 | ) | (223,832 | ) | ||
| Cash received for interest | 4,860 | 15,480 | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
UGC EUROPE, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Organization and Nature of Operations
UGC Europe, Inc. ("UGC Europe" or the "Company"), is one of the leading broadband communications and entertainment companies in Europe. Through its broadband networks, UGC Europe provides television, internet access, telephone and programming services. UGC Europe's operations are currently organized into two principal divisionsUPC Broadband and chello Media. UPC Broadband delivers video, internet access and telephone services to residential customers, and chello Media provides broadband internet and interactive digital products and services. The chello Media division also includes Priority Telecom, which operates a competitive local exchange carrier business providing telephone and data network solutions to the business market, and the group's investment holdings. UGC Europe is a successor issuer and parent company to United Pan-Europe Communications N.V., or "UPC." In September 2003, UPC completed the restructuring of its balance sheet in United States and Dutch proceedings described below in Note 2 and, as a result, UnitedGlobalCom, Inc. ("United") and certain other creditors of UPC and holders of UPC's ordinary shares became stockholders of UGC Europe. UGC Europe's common stock is listed on the Nasdaq National Market under the symbol "UGCE."
All monetary amounts included in these notes are stated in Euros, unless indicated otherwise.
2. Reorganization under Bankruptcy Code
On December 3, 2002, UPC filed a petition for relief under Chapter 11 (the "Chapter 11 Case") of the United States Bankruptcy Code (the "U.S. Bankruptcy Code"). On the same date UPC filed a pre-negotiated plan of reorganization, as modified (the "Plan"), with the United States Bankruptcy Court for the Southern District of New York. In general, the Plan provided for the transfer of shares of the Company's common stock for various claims against, and equity interests in UPC. In conjunction with the commencement of the Chapter 11 Case, on December 3, 2002, UPC commenced a moratorium of payments in The Netherlands under Dutch bankruptcy law and filed a proposed plan of compulsory composition (the "Akkoord") with the Amsterdam Court (Rechtbank) under the Dutch Bankruptcy Code. The restructuring contemplated by the Plan and the Akkoord was completed on September 3, 2003.
As previously reported, the Plan was confirmed by the U.S. Bankruptcy Court on February 21, 2003, the ratification of the Akkoord which occurred on March 14, 2003, was appealed to the Dutch Supreme Court and the Dutch Implementation Offer was extended to August 30, 2003. On August 26, 2003, the Dutch Supreme Court rejected the appeal of the ratification of the Akkoord and ruled in favour of UPC. UPC completed all the required actions and satisfied all of the conditions to its Plan and the effective date of its emergence from Chapter 11 Reorganization, Dutch Moratorium and Akkoord proceeding was September 3, 2003. Also on September 3, 2003, the Dutch Implementing Offer became unconditional.
On September 24, 2003, a shareholders' resolution was adopted at a general meeting of shareholders and a meeting of holders of Ordinary Shares A of UPC to cancel all such Ordinary Shares A. It is anticipated that such resolution will be implemented at the end of November 2003.
Upon consummation of the restructuring, UPC recognized a gain on the effective retirement of its senior notes, senior discount notes and its Exchangeable Loan. The issuance of common stock by UGC Europe to third-party holders of the remaining UPC senior notes and senior discount notes was recorded at fair value on September 3, 2003. This fair value was significantly less than the accreted value of such debt securities as reflected in the Company's historical consolidated financial statements. Accordingly, the Company recognized a gain of 1.9 billion on the extinguishment of debt outstanding equal to the excess of
7
the then accreted value of such debt over the fair value of UGC Europe common stock. In addition, UPC recognized a gain of 9.3 million with the cancellation of certain payables.
With the successful completion of its restructuring, UGC Europe believes that its existing cash balances, working capital, cash flow from operations and draw downs available under the UPC Distribution Bank Facility will be sufficient to fund operations for the next year. However, should the operating results fall short of management's expectations, revisions to UGC Europe's bank facility or additional debt or equity may be necessary. Such debt or equity may not be able to be obtained in a timely manner or on acceptable terms.
3. Basis of Presentation
Basis of Presentation
The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles, generally accepted in the United States of America. The preparation of financial statements in conformity with accounting principles, generally accepted in the United States of America, 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. The financial statements have been prepared on a going-concern basis, which contemplates continuity of operations, realization of assets, and liquidation of liabilities and commitments in the normal cause of business.
The Company prepared its consolidated financial statements in accordance with AICPA Statement of Position 90-7, Financial Reporting by Entities in Reorganization Under Bankruptcy Code ("SOP 90-7"). This in connection with UPC's bankruptcy proceeding through September 3, 2003 and UPC Polska's continued bankruptcy (for UPC Polska, see Note 3. "Polish Restructuring"). In accordance with SOP 90-7, all of the Company's pre-petition liabilities that are subject to compromise under a plan of reorganization are segregated in the condensed consolidated balance sheet as liabilities subject to compromise. These liabilities are recorded at the amounts expected to be allowed as claims in the bankruptcy proceedings rather than at the estimated amounts for which those allowed claims might be settled as a result of the approval of the plan of reorganization. The estimates for allowable amounts are based on accounting records, discussions with creditors and amounts as documented in the plan of reorganization.
The Company recorded reorganization gains for UPC and UPC Polska of 5.6 million and 18.1 million, respectively, for the three and nine months period ended September 30, 2003. The reorganization expense
8
for UPC for the three and nine months period ended September 30, 2003 is as follows (for UPC Polska see Note 3. "Polish Restructuring"):
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Three months ended September 30, |
Nine months ended September 30, |
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2003 |
2003 |
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(In thousands of Euros) |
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| Professi | ||||