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 |
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For the quarterly period ended September 30, 2004. |
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Transition report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 |
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For the transition period from to |
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Commission File Number: 0-19889 |
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South Hertfordshire United Kingdom Fund, Ltd. |
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Exact name of registrant as specified in charter |
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Colorado |
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84-1145140 |
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State of organization |
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I.R.S. employer I.D.# |
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ntl House, Bartley Wood Business Park, Hook, Hampshire, RG27 9UP, England |
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Address of principal executive office |
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011 44 1256 752000 |
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Registrant’s telephone number |
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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 (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 ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act) Yes o No ý
The number of limited partnership units of the registrant outstanding as of November 10, 2004 was 56,935.
SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED SEPTEMBER 30, 2004
TABLE OF CONTENTS
SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED SEPTEMBER 30, 2004
“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995:
Various statements contained in this document constitute “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995. Words like “believe,” “anticipate,” “should,” “intend,” “plan,” “will,” “expects,” “estimates,” “projects,” “positioned,” “strategy,” and similar expressions identify these forward-looking statements, which involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements or industry results to be materially different from those contemplated, whether expressed or implied, by these forward-looking statements. These factors include those set forth under the caption “Risk Factors” in the Form 10-K that was filed with the SEC on March 11, 2004 and under the caption “Risk Factors” in the Registration Statement on Form S-8 that was filed with the SEC on September 9, 2004 by the ultimate parent company of our General Partner, NTL Incorporated, or NTL, such as:
• potential adverse developments with respect to NTL’s and our liquidity or results of operations;
• NTL’s significant debt payments and other contractual commitments;
• NTL’s ability to fund and execute its business plan;
• our ability to generate cash sufficient to service our debt;
• the impact of new business opportunities requiring significant up-front investment;
• our ability to attract and retain customers, increase our overall market penetration and react to competition from providers of alternative services;
• NTL’s ability to integrate its billing systems;
• NTL’s significant management changes since its emergence from Chapter 11 reorganization;
• NTL’s ability to develop and maintain back-up for its critical systems;
• our ability to respond adequately to technological developments;
• NTL’s and our ability to maintain contracts that are critical to our operations;
• our ability to continue to design networks, install facilities, obtain and maintain any required governmental licenses or approvals and finance construction and development, in a timely manner at reasonable costs and on satisfactory terms and conditions;
• interest rate and currency exchange rate fluctuations; and
• the impact of NTL’s reorganization and subsequent organizational restructuring.
We assume no obligation to update the forward-looking statements contained herein to reflect actual results, changes in assumptions or changes in factors affecting these statements.
Exchange Rates
The following table sets forth, for the periods indicated, the period end, period average, high and low noon buying rate in the City of New York for cable transfers as certified for customs purposes by the Federal Reserve Bank of New York expressed as U.S. dollars per £1.00. The noon buying rate of the pound sterling on September 30, 2004 was $1.8090 per £1.00.
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U.S. Dollars per £1.00 |
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Nine Months Ended September 30 |
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Period End |
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Average(1) |
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High |
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Low |
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2003 |
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1.66 |
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1.62 |
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1.68 |
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1.55 |
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2004 |
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1.81 |
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1.82 |
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1.90 |
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1.75 |
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(1) The average rate is the average of the noon buying rates on the last day of each month during the relevant period.
The above rates may differ from the actual rates used in the preparation of the condensed consolidated financial statements and other financial information appearing in this quarterly report. Our inclusion of these exchange rates is not meant to suggest that the pound sterling amounts actually represent these U.S. dollar amounts or that these amounts could have been converted into U.S. dollars at any particular rate, if at all.
Unless we otherwise indicate, all amounts in U.S. dollars as of September 30, 2004 are based on an exchange rate of $1.8090 to £1.00, all amounts disclosed for the nine months ended September 30, 2004 are based on an average exchange rate of $1.8216 to £1.00, and all amounts disclosed for the nine months ended September 30, 2003 are based on an average exchange rate of $1.6107 to £1.00. All amounts in U.S. dollars as of December 31, 2003 are based on an exchange rate of $1.7842 to £1.00. All rates are based on the noon buying rate in the City of New York for cable transfers as certified for customs purposes by the Federal Reserve Bank of New York. U.S. dollar amounts for the three months ended September 30, 2004 and 2003 are determined by subtracting the U.S. dollar converted financial result for the six months ended June 30, 2004 and 2003 from the U.S. dollar converted financial result for the nine months ended September 30, 2004 and 2003, respectively. The variation between the 2003 and 2004 exchange rates has impacted the dollar comparisons.
SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED SEPTEMBER 30, 2004
CONDENSED CONSOLIDATED BALANCE SHEETS
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September
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December
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(unaudited) |
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(see Note) |
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Assets |
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Fixed assets, net |
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$ |
59,313,048 |
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$ |
61,450,329 |
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Total assets |
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$ |
59,313,048 |
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$ |
61,450,329 |
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Liabilities and Partners' Deficit |
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Current liabilities |
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Accounts payable to affiliates and related parties |
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$ |
62,758,468 |
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$ |
66,757,685 |
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Total liabilities |
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62,758,468 |
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66,757,685 |
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Commitments and contingencies |
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Partners' capital (deficit) |
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General Partner |
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Contributed capital |
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1,000 |
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1,000 |
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Accumulated deficit |
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(519,715 |
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(538,849 |
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(518,715 |
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(537,849 |
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Limited Partners |
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Contributed capital, net (56,935 units outstanding at September 30, 2004 and December 31, 2003) |
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48,817,997 |
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48,817,997 |
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Accumulated deficit |
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(51,170,636 |
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(53,064,892 |
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(2,352,639 |
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(4,246,895 |
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Accumulated comprehensive loss |
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(574,066 |
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(522,612 |
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Total Partners' deficit |
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(3,445,420 |
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(5,307,356 |
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Total liabilities and Partners' deficit |
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$ |
59,313,048 |
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$ |
61,450,329 |
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Note: The balance sheet at December 31, 2003 has been derived from audited financial statements at that date.
See accompanying notes.
1
SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED SEPTEMBER 30, 2004
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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Three months ended |
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Nine months ended |
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2004 |
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2003 |
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2004 |
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2003 |
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Revenues |
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$ |
9,539,081 |
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$ |
8,205,910 |
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$ |
28,104,275 |
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$ |
24,136,129 |
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Costs and expenses |
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Cost of goods sold (exclusive of items shown below) |
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(2,881,378 |
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(2,606,818 |
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(8,655,612 |
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(8,025,979 |
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Selling, general and administrative expenses |
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(26,313 |
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(18,250 |
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