UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004
OR
o TRANSITION REPORT PURSUANT TO THE SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 000-22877
UPC POLSKA, LLC
(Exact Name of Registrant as Specified in Its Charter)
|
DELAWARE |
06-1487156 |
|
4643 ULSTER STREET |
80237 |
REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE: (303) 770-4001
Indicate by check þ 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 þ No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).
Yes o No þ
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 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 þ No o
The number of units outstanding of UPC Polska, LLC’s membership interest denominated as “Common Stock” as of March 31, 2004, was:
1,000
UPC
POLSKA, LLC
FORM 10-Q INDEX
FOR QUARTERLY PERIOD ENDED MARCH 31, 2004
2
UPC
POLSKA, LLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(STATED IN THOUSANDS OF U.S. DOLLARS)
(UNAUDITED)
ASSETS
|
|
|
March 31, |
|
December 31, |
|
||||
|
|
|
2004 |
|
2003 |
|
||||
|
Current assets: |
|
|
|
|
|
|
|
||
|
Cash and cash equivalents |
|
$ |
11,103 |
|
|
$ |
101,855 |
|
|
|
Restricted cash (note 2) |
|
598 |
|
|
6,721 |
|
|
||
|
Trade accounts receivable, net of allowance for doubtful accounts of $2,499 in 2004 and $2,845 in 2003 |
|
9,658 |
|
|
9,579 |
|
|
||
|
Prepayments |
|
1,840 |
|
|
300 |
|
|
||
|
Due from related parties (note 7) |
|
810 |
|
|
971 |
|
|
||
|
Other current assets |
|
129 |
|
|
159 |
|
|
||
|
Total current assets |
|
24,138 |
|
|
119,585 |
|
|
||
|
Property, plant and equipment: |
|
|
|
|
|
|
|
||
|
Cable system assets |
|
185,656 |
|
|
191,897 |
|
|
||
|
Construction in progress |
|
1,058 |
|
|
178 |
|
|
||
|
Vehicles |
|
2,082 |
|
|
2,574 |
|
|
||
|
Office, furniture and equipment |
|
15,595 |
|
|
15,823 |
|
|
||
|
Other |
|
10,442 |
|
|
10,809 |
|
|
||
|
|
|
214,833 |
|
|
221,281 |
|
|
||
|
Less accumulated depreciation |
|
(117,146 |
) |
|
(114,977 |
) |
|
||
|
Net property, plant and equipment |
|
97,687 |
|
|
106,304 |
|
|
||
|
Inventories |
|
2,808 |
|
|
2,635 |
|
|
||
|
Intangible assets, net (note 4) |
|
518 |
|
|
704 |
|
|
||
|
Investments in affiliated companies |
|
2,363 |
|
|
2,363 |
|
|
||
|
|
|
$ |
103,376 |
|
|
$ |
112,006 |
|
|
|
Total assets |
|
$ |
127,514 |
|
|
$ |
231,591 |
|
|
See accompanying notes to unaudited condensed consolidated financial statements.
3
UPC
POLSKA, LLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(STATED IN THOUSANDS OF U.S. DOLLARS, except interest unit amounts)
(UNAUDITED)
LIABILITIES AND MEMBER’S DEFICIT
|
|
|
March 31, |
|
December 31, |
|
||
|
|
|
2004 |
|
2003 |
|
||
|
Current liabilities: |
|
|
|
|
|
||
|
Accounts payable and accrued expenses (note 5) |
|
$ |
27,270 |
|
$ |
28,187 |
|
|
Due to related parties (note 7) |
|
12,941 |
|
7,942 |
|
||
|
Accrued third party interest |
|
1,078 |
|
— |
|
||
|
Deferred revenue |
|
5,037 |
|
5,116 |
|
||
|
Other current liabilities |
|
1,065 |
|
1,017 |
|
||
|
Total current liabilities: |
|
47,391 |
|
42,262 |
|
||
|
Liabilities subject to compromise (note 2) |
|
— |
|
963,842 |
|
||
|
Long-term liabilities: |
|
|
|
|
|
||
|
Notes payable (notes 2, 6 and 7) |
|
105,395 |
|
— |
|
||
|
Other long term liabilities |
|
1,226 |
|
1,353 |
|
||
|
Total liabilities |
|
154,012 |
|
1,007,457 |
|
||
|
Commitments and contingencies (note 8) |
|
|
|
|
|
||
|
Member’s deficit: |
|
|
|
|
|
||
|
Membership interest units denominated as common stock; 1,000 units authorized, issued and outstanding as of March 31, 2004 and December 31, 2003 |
|
— |
|
— |
|
||
|
Paid-in capital |
|
1,501,003 |
|
933,151 |
|
||
|
Accumulated other comprehensive loss |
|
(8,626 |
) |
(8,301 |
) |
||
|
Accumulated deficit |
|
(1,518,875 |
) |
(1,700,716 |
) |
||
|
Total member’s deficit |
|
(26,498 |
) |
(775,866 |
) |
||
|
Total liabilities and member’s deficit |
|
$ |
127,514 |
|
$ |
231,591 |
|
See accompanying notes to unaudited condensed consolidated financial statements.
4
UPC
POLSKA, LLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(STATED IN THOUSANDS OF U.S. DOLLARS)
(UNAUDITED)
|
|
|
Three months ended |
|
||||
|
|
|
2004 |
|
2003 |
|
||
|
Revenues (note 7) |
|
$ |
23,524 |
|
$ |
20,848 |
|
|
Operating expenses: |
|
|
|
|
|
||
|
Direct operating expenses (note 7) |
|
10,475 |
|
10,751 |
|
||
|
Selling, general and administrative expenses (note 7) |
|
6,215 |
|
5,403 | |||