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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q

(Mark One)  

ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended September 30, 2003

or

o

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: 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.)

4643 South Ulster Street, Suite 1300
Denver, Colorado

(Address of principal executive offices)

 

80237
(Zip code)

(303) 220-4204
(Registrant's telephone number, including area code)

        Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months 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.





PART I—FINANCIAL INFORMATION

 
   
  Page
Number

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

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

42

Item 4.

 

Controls and Procedures

 

46


PART II—OTHER INFORMATION

Item 1.   Legal Proceedings   47

Item 3.

 

Defaults upon Senior Securities

 

47

Item 5.

 

Other Information

 

47

Item 6.

 

Exhibits and Reports on Form 8-K

 

49

1



PART I—FINANCIAL INFORMATION

Item 1.    Financial Statements

UGC EUROPE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Stated in thousands of Euros, except par value and number of shares)
(Unaudited)

 
  September 30,
2003

  December 31,
2002

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


 
  September 30,
2003

  December 31,
2002

 
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)

 
  Three Months
Ended
September 30,

  Nine Months
Ended September 30,

 
 
  2003
  2002
  2003
  2002
 
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 expense—related 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

 

 

 

 

 

 

 

 

 
  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 )
   
 
 
 
 

(1)
Excluding depreciation and amortization, and impairment and restructuring charges shown separately below.

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)

 
  Priority Stock
  Ordinary Stock
   
   
   
   
   
 
 
  Additional
Paid-In
Capital

  Deferred
Compensation

  Accumulated
Deficit

  Accumulated Other
Comprehensive
Income

   
 
 
  Shares
  Amount
  Shares(1)
  Amount
  Total
 
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  
   
 
 
 
 
 
 
 
 
 

(1)
Additional shares may be issued based upon potential resolution of general unsecured claims resulting from the UPC Chapter 11 Case.

(2)
As part of the Chapter 11 Case, holders of UPC shares contributed to UGCE any and all UPC Ordinary Shares A, UPC Preference Shares A and UPC Priority Shares in exchange for UGCE Common Shares. Shareholders receive 0.0018 UGCE Share in exchange for 1 UPC Ordinary Share A. All share and per share amounts in the accompanying consolidated financial statements and notes thereto have been retroactively restated to reflect the exchange of the UPC shares and UPC Priority Shares into UGCE shares and the UGCE shares issued upon incorporation of UGCE.

 
   
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)

 
  Nine Months
Ended September 30,

 
 
  2003
  2002
 
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 divisions—UPC 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"):

 
  Three months ended September 30,
  Nine months ended September 30,
 
  2003
  2003
 
  (In thousands of Euros)

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