NTL Incorporated Announces Results for Three Months and Year Ended December 31, 2002.Business EditorsNEW YORK--(BUSINESS WIRE)--March 31, 2003 HIGHLIGHTS -- Achieved increased EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become , reduced capital expenditures and increased operating cash flow Operating cash flow Earnings before depreciation minus taxes. Measures the cash generated from operations, not counting capital spending or working capital requirements. -- Churn churn: see butter. down and gross customer additions up in Q4 2002 and in Q1 2003; Net customer growth restarted in Q1 2003 -- Exceptional 2002 charges, principally in Q4, of approximately GBP GBP In currencies, this is the abbreviation for the British Pound. Notes: The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion. 657 million ($986m) associated primarily with asset impairments, emergence from Chapter 11 and cost rationalization rationalization, in psychology: see defense mechanism. -- Additional exceptional income, net of fresh start accounting adjustments, associated with the Company's emergence from Chapter 11 will be accounted for in Q1 2003
Financial Highlights Annual Results Quarterly
Results
(In GBP millions) Q4- Q4-
2002 2001 2002 2001
---------------------------------- -------- -------- ----- -----
Continuing Operations
Revenue
Home GBP1,323 GBP1,349 GBP327 GBP352
Business 586 580 142 152
Broadcast 207 198 52 57
Ireland 60 43 15 12
-------- -------- ------- ------
Sub Total GBP2,176 GBP2,170 GBP536 GBP573
Q4 2002 Adjustments (3) - (3) -
-------- -------- ------- ------
Total Revenues GBP2,173 GBP2,170 GBP533 GBP573
EBITDA Prior to Q4 2002
Adjustments GBP665 GBP446 GBP170 GBP169
Q4 2002 Adjustments (4) - (4) -
-------- -------- ------- ------
Total EBITDA(a) GBP661 GBP446 GBP166 GBP169
======== ======== ======= ======
EBITDA Margin %(a) 30.4% 20.6% 31.1% 29.5%
---------------------------------- -------- -------- ------- ------
(a) The components of EBITDA as defined by the Company are set forth in the results summarized under the heading "Financial Results for the three months ended December December: see month. 31, 2002". This definition is consistent across the periods referred to in this release. Underlying Q4 2002 EBITDA was approximately GBP158 million ($249m), prior to GBP3 million ($5m) of Corporate Expenses, after taking account of the portion of the Q4 2002 adjustments that relate solely to Q4 2002 (see page 26). Q4 2001 Total EBITDA from Continuing Operations continuing operations Parts of a business that are expected to be maintained as an ongoing segment of an overall business operation. Income and losses from continuing operations are reported separately if any segments have been discontinued during the excludes the results of CWC CWC Chemical Weapons Convention CWC Cricket World Cup CWC Central Wyoming College CWC Ceylon Workers' Congress (trade union; Sri Lanka) CWC Ceylon Workers Congress (Sri Lanka) Off-Net Not connected to the Internet, or not connected to a LAN or WAN. Contrast with on-net. , which was disposed dis·pose v. dis·posed, dis·pos·ing, dis·pos·es v.tr. 1. To place or set in a particular order; arrange. 2. of during Q4 2001. NTL NTL Nevertheless NTL National Transportation Library NTL Norsk Tjenestemannslag NTL National Training Laboratories NTL Never Too Late NTL Nothing to Lose NTL National Training Laboratory NTL None the Less NTL Number Theory Library Incorporated (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : NTLI) announced today its fourth quarter and full year 2002 results. Commenting on the results, Barclay Barclay may refer to:
"We worked hard in the back half of 2002 to position the company for success upon emergence from Chapter 11 in January January: see month. . We cut costs, improved our products and customer services, and focused capital spending capital spending Spending for long-term assets such as factories, equipment, machinery, and buildings that permits the production of more goods and services in future years. on generating high, near term cash returns. Our year-end year-end also year·end n. The end of a year. adj. Occurring or done at the end of the year: a year-end audit. Noun 1. results and our good start in 2003 show that these efforts are paying off. "Significantly, we maintained overall revenues in 2002 with a sharply lower capital spend. Coupled with our cost-cutting and efficiency programs, this produced sharply higher EBITDA and Operating Cash Flow. Lower costs, efficient capex spend, and higher cash flow continue to be our primary themes in 2003, as we drive toward becoming truly free cash flow positive as soon as possible. "In our Home division, we measurably meas·ur·a·ble adj. 1. Possible to be measured: measurable depths. 2. Of distinguished importance; significant: a measurable figure in literature. increased gross subscriber subscriber, n the person, usually the employee, who represents the family unit in relation to the prepayment plan. Other family members are dependents. Also called certificate holders or enrollees. additions, driven not only by our industry-leading broadband broadband Term describing the radiation from a source that produces a broad, continuous spectrum of frequencies (contrasted with a laser, which produces a single frequency or very narrow range of frequencies). offers, but also by a return to the power of our dual and triple play bundles with telephony Meaning "sound over distance," it refers to electronically transmitting the human voice. In the beginning, telephony dealt only with analog signals in the circuit-switched networks of the telephone companies. and digital television. Customer disconnects continued to reduce as our customer service metrics metrics Managed care A popular term for standards by which the quality of a product, service, or outcome of a particular form of Pt management is evaluated. See TQM. continued to improve across the board. "We are very pleased to report that these positive trends will lead to significant net growth in new customer additions in Q1 2003. "In Business, we came though a challenging year with renewed re·new v. re·newed, re·new·ing, re·news v.tr. 1. To make new or as if new again; restore: renewed the antique chair. 2. focus on our strengths in local access and high-speed high-speed adj. 1. Operated or designed for operation at high speed: a high-speed food processor. 2. Taking place at high speed: a high-speed chase. 3. data, and we are priming this division to deliver increasing cash flow. Our Broadcast group continued to deliver great results in a challenging environment of its own. "Thanks, especially, to all of our associates, customers, and suppliers who helped immeasurably im·meas·ur·a·ble adj. 1. Impossible to measure. See Synonyms at incalculable. 2. Vast; limitless. im·meas during a tough environment in 2002, NTL is poised for success in 2003 and beyond." Today's Filings and Press Release Because the Company's restructuring restructuring - The transformation from one representation form to another at the same relative abstraction level, while preserving the subject system's external behaviour (functionality and semantics). was not completed until January 10, 2003, we are required to prepare our financial statements for the period ending December 31, 2002 on a basis that reflects our results as if we had not emerged from Chapter 11. In this release and in the Company's 10-K filing, we have provided a number of schedules highlighting the effects of the restructuring as if it had happened on December 31, 2002. In addition, while we are filing our 10-K for NTL Incorporated (NTL UK and Ireland Ireland, Irish Eire (âr`ə) [to it are related the poetic Erin and perhaps the Latin Hibernia], island, 32,598 sq mi (84,429 sq km), second largest of the British Isles. ) today, we expect to file an amendment to our 10-K that will include the financial statements of NTL Europe Europe (y  r`əp), 6th largest continent, c.4,000,000 sq mi (10,360,000 sq km) including adjacent islands (1992 est. pop. 512,000,000). ,
Inc. (formerly NTL Incorporated) by April 15, 2003. NTL Europe, Inc.
will be reporting separately, but in a similar fashion.Where possible in this release, we have endeavored to present our historical results in a way which will provide accurate comparisons with the Company's expected financial results in 2003 and beyond. Business Review 2002 was a year of significantly improved operating performance against a backdrop Backdrop may refer to:
RGU Responsible Governmental Unit RGU Revenue-Generating Unit ") growth primarily because of our compelling broadband offer. Despite various challenges throughout 2002, NTL's divisions achieved increased operating cash flow, reduced costs and increased EBITDA. Year over year, revenues from continuing operations increased to GBP2,173 million ($3,265m) and annual EBITDA from continuing operations increased by approximately 48% to GBP661 million ($993m), of which approximately GBP43 million ($68m) was related to a gain reflecting the release of certain provisions that were being held against anticipated liabilities that were no longer necessary. Underlying EBITDA improvements principally resulted from significant cost reductions in the business. Annual costs and expenses were reduced by approximately GBP177 million ($265m) year on year. Cost reductions were achieved by implementing a range of initiatives that reduced Operating and SG&A expenses and in particular associate costs, which declined as a result of the organizational restructuring in the fourth quarter of 2001. At December 31, 2002, permanent headcount head count or head·count n. 1. The act of counting people in a particular group. 2. The number of people counted in this way. Noun 1. in the UK & Ireland stood at approximately 13,700 and total headcount was approximately 15,130 including approximately 1,430 temporary and contract employees. During 2002, NTL succeeded in generating four quarters of positive operating cash flow (defined as EBITDA less capital expenditure). As disclosed in our Q3 2002 results, a review by the Company of certain balance sheet accounts was expected to result in a release of certain balance sheet provisions to net income in Q4 2002. In addition, as previously disclosed, a review of the capitalization capitalization n. 1) the act of counting anticipated earnings and expenses as capital assets (property, equipment, fixtures) for accounting purposes. 2) the amount of anticipated net earnings which hypothetically can be used for conversion into capital assets. of various 2002 expenditures was expected to result in the reallocation Noun 1. reallocation - a share that has been allocated again allocation, allotment - a share set aside for a specific purpose 2. reallocation of some of these expenditures from capital to expense, resulting in an increase in expense and the related decrease in net income and fixed assets fixed assets npl → activo sg fijo fixed assets npl → immobilisations fpl fixed assets fix npl → . Finally, in addition to these exercises, the Company's annual actuarial ac·tu·ar·y n. pl. ac·tu·ar·ies A statistician who computes insurance risks and premiums. [Latin valuation of NTL's various pension plans that it maintains for certain UK employees resulted in US GAAP GAAP See: Generally Accepted Accounting Principles GAAP See generally accepted accounting principles (GAAP). accounting adjustments that relate to these funds. The net impact on the Q4 and full year 2002 results of these three exercises (the "Q4 2002 Adjustments") were adjustments to reduce revenue by approximately GBP3 million ($4m), reduce EBITDA by approximately GBP4 million ($6m) and decrease Fixed Assets by approximately GBP41 million ($62m). The affect on the Q4 2002 results of including only the portion of these adjustments that relate to Q4 2002 was to decrease Q4 2002 EBITDA prior to the Q4 2002 Adjustments from GBP170 million ($267m) by approximately GBP12 million ($19m) to approximately GBP158 million ($249m) ("Underlying Q4 2002 EBITDA", see page 26). In addition, the Company incurred approximately GBP3 million ($5m) of Corporate Expenses in Q4, resulting in underlying Q4 2002 EBITDA post corporate expenses of approximately GBP155 million ($244m). In order to provide a clearer view of the Company's year over year results, the following Q4 divisional results are discussed on a basis that reflects the results prior to the effect of the Q4 2002 Adjustments. NTL Home In Q4 2002, NTL Home achieved positive quarter over quarter revenue growth for the first time since Q4 2001. Although year over year revenues declined primarily as result of our reduced spending on customer growth during Chapter 11, operating efficiencies and cost cutting allowed us to significantly increase EBITDA in the division both year over year and quarter over quarter compared with 2001. Revenue grew quarter over quarter primarily as a result of the Company's second consecutive quarter of RGU growth, led principally by our broadband products. NTL Home ended 2002 with approximately 2.69 million on-net Connected to the Internet, or connected to a LAN or WAN. Contrast with off-net. customers and 91,000 off-net customers. We achieved our stated goal of upselling services to our existing customer base, ending the year with approximately 373,000 triple customers (i.e. customers who take telephone, TV and Internet Internet Publicly accessible computer network connecting many smaller networks from around the world. It grew out of a U.S. Defense Department program called ARPANET (Advanced Research Projects Agency Network), established in 1969 with connections between computers at the services from us), an increase of 360% year on year. Triple customers now represent approximately 14% of our customer base. ARPU (Average Revenue Per User) A calculation often used to determine the overall value of an application. It is also used to rate particular customers, especially in the wireless space, by comparing someone's account to the overall average. (average revenue per unit) increased to GBP40.99 in Q4 2002 (excluding former customers of BT cable) compared with GBP40.69 in Q4 2001. In 2003 we will be simplifying our customer reporting, and to achieve this we have added approximately 21,700 master antenna television (MATV MATV Master Antenna Television MATV Multi-Axis Thrust Vectoring (aviation) MATV Master Antenna TV ) subscribers to our year-end total of approximately 2.66 million on-net customers (increasing the total to 2.69 million). The average revenues of the MATV subscribers and the former customers of BT cable are substantially lower than the average revenue of NTL Home's overall customer base. Q4 2002 ARPU, including these MATV customers and the former customers of BT cable was approximately GBP40.03. In 2003 and beyond, we will now be reporting total customers from all sources and average revenue from all sources. Churn declined from 21.3% in Q4 2001 to 15.9% in Q4 2002. This improvement is the result of a number of factors including improvements in customer service and product and service quality. NTL has continued to increase the number of gross customer additions in the quarter, with approximately 106,000 in Q4 2002 compared with 54,000 in Q1 2002. Customer disconnects in Q4 were at their lowest for the year, at approximately 108,000. The net result was an overall decline in net customer numbers of approximately 2,000 (prior to the inclusion of the 21,700 MATV customers described above), the smallest decline in five quarters. We expect to see these trends continue to improve in 2003, resulting in a net increase in customers. Total revenue generating units increased from approximately 4.87 million in Q3 to approximately 4.96 million (excluding approximately 21,700 MATV subscribers as described above) in Q4, a gain of approximately 91,000 in the quarter. Gross customer additions and RGU's have continued to increase in Q1 2003, and customer disconnections have continued to decline. As a result, we expect to report our first quarter of net customer gains and our third consecutive quarter of RGU gains in Q1 2003. NTL ended 2002 with approximately 517,000 broadband customers. The addition of nearly 399,000 broadband customers represents year over year growth of approximately 338%. As of March 21, 2003, NTL had approximately 650,000 broadband subscribers. As part of NTL's successful strategy of upselling to its customer base, approximately 160,000 dial-up Refers to using the regular "dial-up" telephone network to send data from a computer to a remote network or to a remote device. The computer's digital data are converted to analog signals in the same frequency range as human voice by a modem. subscribers have migrated to the broadband product during 2002. The narrowband In communications, transmission rates up to T1 speeds (1.544 Mbps). The upper limit is moving target. At one time, narrowband meant 150 bps (that is 150 bits per second!). Then, the upper limit became 2,400 bps. Later, it moved to 64 Kbps. Contrast with wideband and broadband. customer base is now all fee paying, with 72% of customers choosing to pay a fixed monthly subscription fee, which was raised to GBP10 in January 2003, and the remaining 28% selecting the 1p per minute service. The migration of our narrowband customer base from the free service to the fee-paying fee-paying adj [school] → Privat-; fee-paying pupils → Schüler, deren Eltern Schulgeld zahlen services has resulted in a GBP15 million ($23m) revenue contribution in 2002. NTL's digital TV product was substantially improved in 2002 with 57 TV channels and 28 radio channels added to the digital package line-up line-up Noun 1. people or things assembled for a particular purpose: Christmas TV line-up 2. . Customers are continuing to migrate to digital TV from analog and by the end of Q4 2002, approximately 60% of TV customers were taking digital packages compared with approximately 55% at the end of Q4 2001. In telephony, we continued to move our customers from a variable to a fixed revenue model. During 2002 we introduced a range of products including: -- 'Talk Unlimited 24' for unlimited local and national calls at GBP25 per month; -- 'Talk Unlimited' for unlimited off-peak off-peak adj. Not in the period of most frequent or heaviest use: lower rates for telephone calls made during off-peak hours; travelers who take advantage of off-peak fares. local and national calls at GBP18.50 per month; and -- 'Phone & Surf', for unlimited off-peak local and national calls together with Internet access See how to access the Internet. 24 hours per day for GBP28.50 per month. NTL Home - Summary Customer Statistics:
Q1-2003E Q4-2002 Q3-2002 Q2-2002 Q1-2002
Total
Customers(a) 2,710,400 2,686,400 2,667,000 2,696,200 2,766,600
Customer
additions 114,000 105,800 84,000 49,000 54,000
Customer
disconnects 90,000 108,100 113,000 119,000 127,000
Net customer
movement 24,000 (2,300) (29,000) (70,000) (73,000)
Churn
(annualized) 13.1% 15.9% 16.4% 17.1% 17.9%
Revenue
Generating
Units(b) 5,119,000 4,983,900 4,870,900 4,837,600 4,893,300
Television 2,036,000 2,055,300 2,065,300 2,109,100 2,186,000
Telephone 2,425,000 2,411,500 2,425,000 2,452,900 2,524,000
Broadband 658,000 517,100 380,600 275,600 183,300
Service
Units 5,561,000 5,454,100 5,528,500 5,535,900 5,612,800
Internet
dial-up and
DTV access 442,000 470,200 486,600 496,800 337,700
Internet
dial-up
free use(c) 0 0 171,000 201,500 381,800
Average GBP40.50 GBP40.99 GBP39.80 GBP40.54 GBP40.07
Revenue Per
User (d)
(a) Total customers in Q4 2002 include 21,700 MATV customers. Excluding the addition of the MATV subscribers, the customer number was 2.66 million. (b) The recent National Cable Television Association (NCTA NCTA National Cable & Telecommunications Association (fka National Cable Television Association) NCTA National Cable Television Association (now the National Cable & Telecommunications Association) ) reporting guidelines guidelines, n.pl a set of standards, criteria, or specifications to be used or followed in the performance of certain tasks. for the US Cable industry do not recognize dial-up internet customers as RGUs, although they are now revenue generating for NTL. (c) Service to these free use customers was discontinued dis·con·tin·ue v. dis·con·tin·ued, dis·con·tin·u·ing, dis·con·tin·ues v.tr. 1. To stop doing or providing (something); end or abandon: in October October: see month. 2002. (d) ARPU excludes BT Cable Customers and MATV subscribers. NTL Business Year over year and prior to the effect of the Q4 2002 Adjustments, NTL Business' fourth quarter revenues declined by approximately 7% to GBP142 million ($223m) and EBITDA declined by approximately 8% to GBP60 million ($94m). The recapitalization Recapitalization Restructuring a company's debt and equity mixture often with the aim of making a company's capital structure more stable. Notes: Companies often want to diversify their debt-to-equity ratio to improve liquidity. process and the general climate for competitive telecoms service providers has had a larger impact on the financial performance of NTL Business than on any other operating division of NTL. The decline in revenue from Carrier Services in particular, is the result of a reduction in business from a number of our customers that are undergoing financial difficulties and restructuring. In Q4 2002, NTL Business adopted a regional structure to bring it closer to its customers and make it more responsive to local issues. This resulted in a substantial management reorganization. Tom Bennie ben´nie n. 1. a slang name for Benzedrine, a trademark for one brand of amphetamine; - also used generically for any brand of amphetamine. Noun 1. , formerly Managing Director of NTL Broadcast, was appointed ap·point tr.v. ap·point·ed, ap·point·ing, ap·points 1. To select or designate to fill an office or a position: appointed her the chief operating officer of the company. 2. as Managing Director for NTL Business and he now oversees the four regional retail business units: Celtic, London London, city, Canada London, city (1991 pop. 303,165), SE Ont., Canada, on the Thames River. The site was chosen in 1792 by Governor Simcoe to be the capital of Upper Canada, but York was made capital instead. London was settled in 1826. & East, North & Midlands and South. NTL Broadcast NTL Broadcast performed well given its own set of challenges in 2002, principal among them being the shutdown shut·down n. A cessation of operations or activity, as at a factory. shutdown Noun the closing of a factory, shop, or other business Verb shut down of ITV (1) See interactive TV. (2) (iTV) The code name for Apple's video media hub (see Apple TV). Digital and the closure of a number of television channels. Prior to the effect of the Q4 2002 adjustments, revenue increased to GBP207 million from GBP198 million in 2001, while EBITDA increased to GBP110 million from GBP103 million. This performance was achieved with significantly lower capital expenditures. NTL Broadcast provides network solutions to various customers through the use of the division's diverse assets including its teleports, technical facilities and broadcast and wireless tower infrastructure. The division is largely financially self-contained self-con·tained adj. 1. Constituting a complete and independent unit in and of itself: A self-contained dictionary defines every word contained within it. 2. a. and is characterized char·ac·ter·ize tr.v. character·ized, character·iz·ing, character·iz·es 1. To describe the qualities or peculiarities of: characterized the warden as ruthless. 2. by customer-driven capital expenditures and long term contracts. In digital radio, a milestone “Milemarker” redirects here. For the American indie rock band, see Milemarker (band). A milestone or kilometre sign is one of a series of numbered markers placed along a road at regular intervals, typically at the side of the road or in a median. of 250 transmitted services was reached, as a result of 28 individual multiplex See multiplexing. contracts. A UK market share of 90% has been maintained in this sector. NTL Broadcast secured 18 new locations for its In-Building mobile telephony solutions in shopping malls around the UK. In addition, strong demand for tower site sharing was sustained throughout 2002 from all five UK mobile operators. The total number of sites delivered to new third-generation operators has exceeded 100. The division now has 2,228 towers that are owned and managed in the Broadcast and Wireless services sectors. NTL Ireland NTL Communications (Ireland) Limited is a cable television and Multichannel Multipoint Distribution Service (MMDS) company in the Republic of Ireland. As of 2005 it is owned by Liberty Global Europe (see history, below), having been divested by NTL (now called Virgin Media). Year over year, NTL Ireland increased fourth quarter revenues by 25% to GBP15 million ($24m) and EBITDA by approximately 33% to GBP4 million ($6m). NTL Ireland ended the quarter with 368,000 customers. Digital TV customers grew by 9,000 to 38,000. Business sector revenues grew by approximately 59% year on year to GBP3 million ($5m) in the fourth quarter. NTL Ireland is in the process of instituting a more rigorous credit policy that is expected to lead to the involuntary involuntary adj. or adv. without intent, will, or choice. Participation in a crime is involuntary if forced by immediate threat to life or health of oneself or one's loved ones, and will result in dismissal or acquittal. INVOLUNTARY. disconnection dis·con·nect v. dis·con·nect·ed, dis·con·nect·ing, dis·con·nects v.tr. 1. To sever or interrupt the connection of or between: disconnected the hose. 2. of certain customers. As a result of this, NTL Ireland anticipates that its residential customer base will decline by approximately 25,000 net customers in 2003. ARPU increased 20% year on year to GBP12.38 ($18.60) in the fourth quarter. The increase was principally associated with a price increase related to the cable television product. Cable TV churn was approximately 8.3% in the fourth quarter, down from 13.8% in the previous quarter. Shared Services shared services, n.pl the administrative, clinical, or other service functions that are common to two or more hospitals or their health care facilities and used jointly or cooperatively by them. Year over year and prior to the effect of the Q4 2002 Adjustments, Shared Services expenses increased by approximately 26% in the fourth quarter to GBP63 million ($99m). This was principally the result of a number of non-recurring items in Q4 2001, which had the effect of reducing shared expenses in that period. Shared expenses remained relatively flat for all four quarters of 2002. Capital Expenditure Capital expenditure before the effect of the Q4 2002 adjustments was approximately GBP494 million ($742m) and GBP143 million ($225m) for the year and quarter ending December 31, 2002, respectively, with both figures representing significant reductions versus 2001. After the effect of Q4 2002 Adjustments capital expenditures were approximately GBP453 million ($681m) for the year ended December 31, 2002 and GBP102 million ($160m) for the fourth quarter of 2002. Capital expenditure in 2002 was primarily related to customer premises equipment See CPE. (CPE (Customer Premises Equipment) Communications equipment that resides on the customer's premises. CPE - Customer Premises Equipment ) and scaleable infrastructure. Exceptional Charges During 2002 and, most significantly, in Q4 2002 the Company recorded exceptional charges including those related to asset impairments, restructuring and the emergence from Chapter 11 proceedings Chapter 11 Proceedings Provisions of the Bankruptcy Reform Act under which the debtor firm is reorganized by a court because the estimated value of the reorganized firm exceeds the expected proceeds from its liquidation. . These items are detailed below:
For the year
ended,
(in millions) December 31,
2002
---------------
Asset impairments GBP296 $445
Provision relating primarily to cancelled intra-
company loan to NTL Europe, Inc. 189 284
Balance sheet recapitalization (Chapter 11) fees,
net of interest income 77 116
Vacant property provision 43 64
Retention bonus 24 36
Redundancy costs 23 34
Other restructuring provisions 5 7
------ -----
TOTAL GBP657 $986
====== =====
Results of Accounting Review The previously announced review of a number of the Company's balance sheet accounts found that certain provisions that were being held against anticipated liabilities were no longer necessary. The release of these provisions has resulted in an increase in EBITDA of GBP43 million ($68m) for the Company's Q4 and full year 2002 results. In addition, in 2002 the Company engaged in a process of reducing its expenditures in a variety of areas including customer acquisitions and expenditures relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc certain capital improvements. These measures, as well as the restructuring of the Company's operations in 2001, which resulted in significant headcount reductions and departmental reorganizations, caused the Company to reassess reassess Verb to reconsider the value or importance of reassessment n Verb 1. reassess - revise or renew one's assessment reevaluate whether for certain 2002 expenditures, assumptions related to the allocation The apportionment or designation of an item for a specific purpose or to a particular place. In the law of trusts, the allocation of cash dividends earned by a stock that makes up the principal of a trust for a beneficiary usually means that the dividends will be treated as of those costs between capital and operating expense Operating Expense The essential things that a company must purchase in order to maintain business. Notes: For example, the payment of employees wages are an operating expense. Also known as OPEX. needed to be revised. This previously announced review has been completed, resulting in a GBP41 million ($65m) increase in expense and the corresponding reduction in EBITDA and fixed assets for the Company's Q4 and full year 2002 results. In March 2003, the Company's actuaries completed their December 31, 2002 valuations of the Company's various pension plans. These estimates indicate that the benefit obligations exceed the plans' assets by an aggregate of approximately GBP81 million ($130m). These deficits will be addressed, in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[] As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh. with UK law, primarily by increasing the Company's annual contributions over the life of the scheme, where relevant. This represents a change in the funding status of the plans and has resulted in a GBP6 million ($9m) adjustment for US GAAP reporting that has increased expenses compared with our earlier expectations for 2002. The net impact on the Q4 and full year 2002 results of these three items were adjustments to reduce revenue by approximately GBP3 million ($4m), reduce EBITDA by approximately GBP4 million ($6m) and decrease fixed assets by approximately GBP41 million ($62m). There was no impact on cash in 2002 from these adjustments. NASDAQ On January 13, 2003, NTL commenced trading on the NASDAQ National Market under the symbol 'NTLI' for common stock and 'NTLIW' for Series A warrants. Executive Appointments In March 2003, NTL announced three senior appointments to its management team: James Mooney James Mooney (1861-1921) was a notable anthropologist who lived for several years among the Cherokee. He was born at Richmond, Indiana. In 1885 he became connected with the Bureau of American Ethnology at Washington, D.C. He compiled a tribal list containing 3,000 titles. as non-executive non-executive adj non-executive director → direttore m senza potere esecutivo Chairman of NTL Incorporated. He was most recently the Executive Vice President and Chief Operating Officer Chief Operating Officer (COO) The officer of a firm responsible for day-to-day management, usually the president or an executive vice-president. of Nextel Communications Nextel Communications, styled NEXTEL, (Former NASDAQ: NXTL) which is now known as the Sprint Nextel Corporation was a telecommunications firm based in the United States. Known for providing a nation-wide mobile communications system. Inc. Mr. Mooney's primary responsibilities will include the establishment and implementation of strategic policies, extensive operational oversight
Oversight may refer to:
The relationship between all the stakeholders in a company. This includes the shareholders, directors, and management of a company, as defined by the corporate charter, bylaws, formal policy, and rule of law. . Scott Schubert to become Chief Financial Officer. He is currently Executive Vice President & Chief Financial Officer of WilTel Communications WilTel Communications (formerly known as Williams Communications, which was formerly part of The Williams Companies, Inc) is a telco and Tier 2 Internet Service Provider with its own MPLS-enabled OC-192 optical wave division multiplexing backbone network. Group. Mr. Schubert will be responsible for all of NTL's financial activities, including Cash Management, Credit Management, Capital Budgeting, Financial Planning Financial planning Evaluating the investing and financing options available to a firm. Planning includes attempting to make optimal decisions, projecting the consequences of these decisions for the firm in the form of a financial plan, and then comparing future performance against and Analysis, Tax, Financial Reporting, SEC and Regulatory reg·u·late tr.v. reg·u·lat·ed, reg·u·lat·ing, reg·u·lates 1. To control or direct according to rule, principle, or law. 2. Filings, Accounting Systems and Controls, Internal Audit, and Investor Relations Investor relations The process by which the corporation communicates with its investors. . He will report to Barclay Knapp, Chief Executive Officer and be based in the company's operational headquarters in Hook, Hampshire Hook is the name of several different places in the English county of Hampshire:
Simon Duffy Duffy is a surname of Irish origin. It comes from the original Irish name Ó Dubhthaigh, meaning descendant or grandson of Dubhthach. Dubhthach was an Old Irish first name meaning "Dark one". as Chief Operating Officer. Formerly Chief Financial Officer of Orange plc, Mr. Duffy will be responsible for running the Company's day-to-day day-to-day adj. 1. Occurring on a routine or daily basis: the day-to-day movements of the stock market. 2. operations. Primary responsibilities shall include focusing the Company on the pursuit of profitable growth, the advancement of product development and rededicating the organization to customer service excellence. Mr. Duffy will report to Barclay Knapp, Chief Executive Officer and will be based in the Company's operational headquarters in Hook, Hampshire. Mr. Duffy's appointment completes the formulation formulation /for·mu·la·tion/ (for?mu-la´shun) the act or product of formulating. American Law Institute Formulation of NTL's executive management team. Recapitalization Complete On May 8, 2002, NTL Incorporated (then known as NTL Communications Corp.) (the "Company"), NTL Europe, Inc. (then known as NTL Incorporated) and certain of our and NTL Europe, Inc.'s subsidiaries filed a pre-arranged joint reorganization plan A scheme authorized by federal law and promulgated by the president whereby he or she alters the structure of federal agencies to promote government efficiency and economy through a transfer, consolidation, coordination, authorization, or abolition of functions. (the "Plan"), under Chapter 11 of the US Bankruptcy Code Bankruptcy Code may refer to:
Pursuant to the Plan, the entity formerly known as NTL Incorporated and its subsidiaries and affiliates were split into two separate groups, and NTL Incorporated and NTL Europe, Inc. each emerged as independent public companies. The Company took the NTL Incorporated name and became the holding company for the former NTL Group's principal UK and Ireland assets. NTL Europe, Inc. (formerly NTL Incorporated and formerly our parent) became the holding company for the former NTL Group's continental European European emanating from or pertaining to Europe. European bat lyssavirus see lyssavirus. European beech tree fagussylvaticus. European blastomycosis see cryptococcosis. and certain other assets other assets Assets of relatively small value. For financial reporting purposes, firms frequently combine small assets into a single category rather than listing each item separately. . Pursuant to the Plan, all of the outstanding securities of our former parent company (NTL Europe, Inc.) and securities of certain of its subsidiaries, including those of NTL Incorporated (formerly NTL Communications Corp.), were cancelled can·cel v. can·celed also can·celled, can·cel·ing also can·cel·ling, can·cels also can·cels v.tr. 1. To cross out with lines or other markings. See Synonyms at erase. 2. . NTL Incorporated then issued shares of common stock and Series A warrants and NTL Europe, Inc. issued shares of its common stock and preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. to various former creditors and stockholders of the NTL group. This press release pertains to information regarding the financial results of the former NTL Communications Corp. The former NTL Communications Corp became the new NTL Incorporated following the Effective Date. NTL's cash and cash equivalents as of December 31, 2002 as adjusted for the transactions that occurred on the Effective Date including, but not limited to, the receipt of the proceeds from the $500 million Exit facility and the repayment of the amount outstanding under the $630 million DIP facility were approximately $641 million. Certifications During the year ended December 31, 2002, NTL had two series of registered convertible notes outstanding, which were co-obligations of NTL Europe, Inc. and/or and/or conj. Used to indicate that either or both of the items connected by it are involved. Usage Note: And/or is widely used in legal and business writing. NTL (Delaware Delaware, state, United States Delaware (dĕl`əwâr, –wər), one of the Middle Atlantic states of the United States, the country's second smallest state (after Rhode Island). ), Inc. These notes were cancelled under the Plan and are thus no longer outstanding. However, because these notes were outstanding as of December 31, 2002, we are required to include in our Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended December 31, 2002 certain financial statements of NTL Europe, Inc. and NTL (Delaware), Inc. Since the consummation CONSUMMATION. The completion of a thing; as the consummation of marriage; (q.v.) the consummation of a contract, and the like. 2. A contract is said to be consummated, when everything to be done in relation to it, has been accomplished. of the Plan, we are no longer affiliated with these companies. Although they have informed us that they intend to cooperate in the provision of such financial statements, they informed us that they would be unable to provide the relevant information in time to enable us to include such financial statements in our Form 10-K, which is due to be filed on March 31, 2003. Solely because of the omission omission n. 1) failure to perform an act agreed to, where there is a duty to an individual or the public to act (including omitting to take care) or is required by law. Such an omission may give rise to a lawsuit in the same way as a negligent or improper act. of these financial statements, our Form 10-K will not be accompanied ac·com·pa·ny v. ac·com·pa·nied, ac·com·pa·ny·ing, ac·com·pa·nies v.tr. 1. To be or go with as a companion. 2. by the certifications required by section 906 of the Sarbanes-Oxley Act See SOX. of 2002 and Rule 13a-14 of the Exchange Act. Upon our obtaining the necessary information from NTL Europe, Inc. and NTL (Delaware), Inc. to enable us to file such financial statements, we will file an amendment to the Form 10-K to include such statements, at which time we will also include the required certifications. Financial Review Revenue Summary (in GBP millions)
Q4- Q3- Q2- Q1- Q4-
2002 2002 2002 2002 2001
------------------------- ------ ------ ------ ------ ------
Continuing Operations
HOME GBP327 GBP322 GBP334 GBP340 GBP352
------ ------ ------ ------ ------
BUSINESS
Retail 52 55 55 56 62
MNS 80 76 74 74 72
Carrier Services 10 15 18 21 18
------ ------ ------ ------ ------
Total 142 146 147 151 152
BROADCAST
Media 40 40 43 41 46
Wireless 12 11 10 10 11
------ ------ ------ ------ ------
Total 52 51 53 51 57
IRELAND 15 16 15 14 12
------ ------ ------ ------ ------
Revenue GBP GBP GBP GBP GBP
536 535 549 556 573
Q4 2002 Adjustments (3) - - - -
------ ------ ------ ------ ------
Total Revenue from
Continuing Operations
533 535 549 556 573
CWC Off-Net and Other - - - - -
------ ------ ------ ------ ------
TOTAL REVENUES GBP GBP GBP GBP GBP
533 535 549 556 573
====== ====== ====== ====== ======
EBITDA Summary (in GBP millions)
Q4- Q3- Q2- Q1- Q4-
2002 2002 2002 2002 2001
------------------------------ ----- ----- ----- ----- -----
Continuing Operations
HOME GBP GBP GBP GBP GBP
145 140 141 134 122
----- ----- ----- ----- -----
BUSINESS
Retail 26 22 23 23 29
MNS 28 23 23 18 21
Carrier Services 6 11 13 15 15
----- ----- ----- ----- -----
Total 60 56 59 56 65
BROADCAST
Media 19 22 25 24 25
Wireless 5 6 5 4 4
----- ----- ----- ----- -----
Total 24 28 30 28 29
SHARED SERVICES
Networks (14) (13) (16) (14) (10)
Corporate Support/IT (49) (49) (48) (48) (40)
----- ----- ----- ----- -----
Total (63) (62) (64) (62) (50)
IRELAND 4 4 4 3 3
----- ----- ----- ----- -----
EBITDA GBP GBP GBP GBP GBP
170 166 170 159 169
Q4 2002 Adjustments(a) (4) - - - -
----- ----- ----- ----- -----
Total EBITDA from
Continuing Operations 166 166 170 159 169
CWC Off-Net (b) - - - - 1
----- ----- ----- ----- -----
TOTAL EBITDA GBP GBP GBP GBP GBP
166 166 170 159 170
===== ===== ===== ===== =====
(a) Q4 2002 includes the net effect of the Q4 2002 Adjustments of GBP4 million. This amount includes an adjustment for the reallocation of certain expenditures from capital to expense of approximately GBP41.2 million and an adjustment for the release of certain provisions, and the related increase in EBITDA, in the amount of approximately GBP43.4 million. These two adjustments relate principally to prior periods. Q1, Q2 and Q3 EBITDA would be reduced by approximately GBP10 million per quarter if the reallocation of the GBP41.2 million from capital to expense was reflected in the appropriate quarters. The GBP43.4 million increase in EBITDA would not be reallocated to Q1, Q2 and Q3 2002 because these provisions relate to periods prior to 2002. (b) Q4 2001 Total EBITDA from Continuing Operations excludes the results of CWC Off-Net, which was disposed of during Q4 2001. Financial Results for the three months ended December 31, 2002 (in $ millions except per share data)
Three Months Ended
December 31,
--------------------------
2002 2001
Revenues
Consumer telecommunications and television $535.6 $532.1
Business telecommunications 224.5 218.3
Broadcast transmission and other 79.0 75.8
------------- ------------
839.1 826.2
Costs and expenses
Operating expenses 373.8 384.0
Selling, general and administrative expenses 204.2 198.1
------------- ------------
578.0 582.1
------------- ------------
EBITDA 261.1 244.1
Asset impairments 418.5 8,160.6
Other charges 95.9 244.7
Corporate expenses 5.1 10.5
Depreciation and amortization 444.7 663.2
------------- ------------
Operating (loss) (703.1) (8,834.9)
Other income (expense)
Interest income and other, net 10.1 13.4
Interest expense (127.9) (345.1)
Share of (losses) from equity investments (0.4) (12.5)
Other (losses) - (88.5)
Foreign currency transaction (losses) (46.7) (3.7)
Recapitalization items, net (56.0) -
------------- ------------
(Loss) before income taxes (924.0) (9,271.3)
Income tax expense (7.3) (121.8)
------------- ------------
Net (loss) $(931.3) $(9,393.1)
============= ============
Pro Forma basic and diluted net (loss) per
common share $(18.44) $(186.00)
============= ============
Pro Forma weighted average number of shares
outstanding 50.5 50.5
============= ============
Financial Results for the year ended December 31, 2002 (in $ millions except per share data)
Year Ended
December 31,
-------------------------
2002 2001
Revenues
Consumer telecommunications and television $2,074.1 $2,069.2
Business telecommunications 880.1 836.8
Broadcast transmission and other 310.9 283.6
------------ -----------
3,265.1 3,189.6
Costs and expenses
Operating expenses 1,502.5 1,564.3
Selling, general and administrative expenses 769.8 973.2
------------ -----------
2,272.3 2,537.5
------------ -----------
EBITDA 992.8 652.1
Asset impairments 445.1 8,160.6
Non-cash compensation - 30.6
Other charges 389.2 297.9
Corporate expenses 18.7 24.3
Depreciation and amortization 1,541.6 2,540.3
------------ -----------
Operating (loss) (1,401.8) (10,401.6)
Other income (expense)
Interest income and other, net 29.8 34.6
Interest expense (780.2) (1,240.8)
Share of (losses) from equity investments (3.4) (23.2)
Other (losses) - (88.5)
Foreign currency transaction gains (losses) (94.1) 0.6
Recapitalization items, net (151.8) -
------------ -----------
(Loss) before income taxes (2,401.5) (11,718.9)
Income tax benefit (expense) 25.7 (118.1)
------------ -----------
Net (loss) $(2,375.8) $(11,837.0)
============ ===========
Pro Forma basic and diluted net income
(loss) per
common share $(47.05) $(234.40)
============ ===========
Pro Forma weighted average number of shares
outstanding 50.5 50.5
============ ===========
Pro Forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts. The phrase pro forma Consolidated Balance Sheet consolidated balance sheet A balance sheet in which assets and liabilities of a parent company and its controlled subsidiaries are combined, thereby presenting balance sheet items for the parent and its subsidiaries as if they were a single firm. as of December 31, 2002 The following pro forma consolidated balance sheet as of December 31, 2002 gives effect to our emergence from Chapter 11 reorganization and the adoption of fresh-start reporting as if both had occurred on December 31, 2002. We adopted fresh-start reporting in January 2003 in accordance with the American Institute of Certified Public Accountants With over 330,525 CPA members (in August 2006), the American Institute of Certified Public Accountants (AICPA) is the largest professional organization of Certified Public Accountants (CPAs) in the United States of America. Statement of Position 90-7, "Financial Reporting by Entities in Reorganization Under the Bankruptcy Code". The adjustments entitled en·ti·tle tr.v. en·ti·tled, en·ti·tling, en·ti·tles 1. To give a name or title to. 2. To furnish with a right or claim to something: "Emergence from Chapter 11" reflect the consummation of the Plan, including the cancellation cancellation (See: cancel) CANCELLATION. Its general acceptation, is the act of crossing a writing; it is used sometimes to signify the manual operation of tearing or destroying the instrument itself. Hyde v. Hyde, 1 Eq. Cas. Abr. 409; Rob. of a substantial portion of our outstanding debt and the issuance of shares of new common stock and Series A warrants to various former creditors and stockholders of our former parent company and certain of its subsidiaries, including us. The adjustments entitled "Fresh-Start" reflect the adoption of fresh-start reporting. We engaged an independent financial advisor to assist in the determination of the reorganization value (or fair value) of our assets and the present value of our liabilities. This determination resulted in the fresh-start reporting adjustments to write-down Write-Down Reducing the book value of an asset because it is overvalued compared to the market value. Notes: This is usually reflected in the company's income statement as an expense, thereby reducing net income. fixed assets and write-up Write-Up An increase made to the book value of an asset because it is undervalued compared to market values. Notes: A write-up will increase a company's accounting book value without any expenditures. intangible assets Intangible Asset An asset that is not physical in nature. Notes: Examples are things like copyrights, patents, intellectual property, and goodwill. These are the opposite of tangible assets. to their fair values. In addition, our total reorganization value exceeded the amounts allocable al·lo·ca·ble adj. Capable of being allocated. Adj. 1. allocable - capable of being distributed allocatable, apportionable distributive - serving to distribute or allot or disperse to identifiable assets, which resulted in a new indefinite-lived intangible asset. The emergence from Chapter 11 and the adoption of fresh-start reporting in January 2003 resulted in the following items of income (expense) in millions:
Gain on debt discharge $8,452
Fresh-start adoption - intangible assets 1,522
Fresh-start adoption - long term debt 221
Fresh-start adoption - deferred tax liability (69)
Fresh-start adoption - accrued expenses (120)
Fresh-start adoption - fixed assets (3,195)
---------------------
TOTAL $6,811
=====================
Pro Forma Consolidated Balance Sheet as of December 31, 2002 (continued)
Emergence Fresh
from
Historical Chapter Start Pro Forma
11
---------- --------- ---------- ----------
(in millions)
Assets
Current assets:
Cash and cash
equivalents $502.0 $138.7 $-- $640.7
Marketable
securities 5.2 -- -- 5.2
Accounts receivable
trade, less
allowance for
doubtful
accounts 395.9 -- -- 395.9
Due from
affiliates 1.6 -- -- 1.6
Other 192.7 -- -- 192.7
Due from NTL
Europe, Inc. 73.3 (72.4) -- 0.9
---------- --------- ---------- ----------
Total current assets 1,170.7 66.3 -- 1,237.0
Fixed assets, net 11,088.9 -- (3,194.9) 7,894.0
Intangible assets,
net 395.3 -- 868.4 1,263.7
Investments in and
loans to
affiliates, net 8.4 -- -- 8.4
Reorganization value
in excess of
amounts allocable
to identifiable
assets -- -- 653.3 653.3
Other assets, net 378.1 (187.0) -- 191.1
---------- --------- ---------- ----------
Total assets $13,041.4 $(120.7) $(1,673.2) $11,247.5
========== ========= ========== ==========
Liabilities and
shareholders' equity
(deficiency)
Liabilities not
subject to compromise
Current liabilities:
Accounts payable $385.8 $0.7 $-- $386.5
Accrued expenses
and other 780.5 6.6 (32.7) 754.4
Accrued
construction costs 70.4 -- -- 70.4
Interest payable 177.3 38.0 -- 215.3
Deferred revenue 359.8 -- -- 359.8
Due to NTL Europe,
Inc. 236.1 (234.6) -- 1.5
Current portion of
long-term debt 5,955.4 (5,952.3) -- 3.1
---------- ---------- ---------- ----------
Total current
liabilities 7,965.3 (6,141.6) (32.7) 1,791.0
Long-term debt -- 6,540.1 -- 6,540.1
Long-term debt
discount -- -- (221.3) (221.3)
Other -- -- 47.2 47.2
Deferred income taxes 94.4 -- 68.5 162.9
Liabilities subject to
compromise 10,157.8 (10,157.8) -- --
Shareholders' equity
(deficiency):
Common stock-new -- 0.5 -- 0.5
Additional paid-in
capital 14,045.5 1,194.1 (12,312.5) 2,927.1
Accumulated other
comprehensive (loss) (653.6) 0.4 653.2 --
Retained earnings
(deficit) (18,568.0) 8,443.6 10,124.4 --
---------- ---------- ---------- ----------
(5,176.1) 9,638.6 (1,534.9) 2,927.6
---------- ---------- ---------- ----------
Total liabilities and
shareholders' equity
(deficiency) $13,041.4 $(120.7) $(1,673.2) $11,247.5
========== ========== ========== ==========
Discussion of Year Ended December 31, 2002 Results The following discussion of our results of operations reflects our business segments up to December 31, 2002, after which time we performed an internal organizational restructuring which resulted, among other things, in the transfer of our national and international carrier telecommunications services In telecommunication, the term telecommunications service has the following meanings: 1. Any service provided by a telecommunication provider. 2. and certain of our managed network services from our business group into new separate groups, and the transfer of our public safety line of business from our business services group to our broadcast transmission and tower services group. We provide a broad range of communication services, including: (1) consumer telecommunications Communicating information, including data, text, pictures, voice and video over long distance. See communications. and television, (2) business telecommunications and (3) broadcast transmission and other related services. Our consumer telecommunications and television services comprise broadband services See broadband and broadband service provider. to consumer markets including residential telephone, analog and digital cable television, Internet access, and interactive services. Our business telecommunications services include business telecommunications, national and international carrier telecommunications, Internet services, and managed network services. Our broadcast transmission and other services include digital and analog television Analog television (or analogue television) encodes television and transports the picture and sound information as an analog signal, that is, by varying the amplitude and/or frequencies of the broadcast signal. and radio broadcast transmission services, satellite and media services for programmers This is a list of programmers notable for their contributions to software, either as original author or architect, or for later additions. See also: Game programmer, List of computer scientists , news agencies, sports broadcasters and production companies, and tower site rental and associated services to a variety of carriers operating wireless networks. In our consumer telecommunications and television segment, known as NTL Home, we derive revenues principally from monthly fees and usage charges for (1) telephone service, (2) cable television service and (3) Internet access. Our packaging and pricing are designed to encourage our customers to use multiple services such as dual telephone and broadband, dual telephone and TV or triple telephone, TV and Internet access. In our business telecommunications segment, known as NTL Business, we derive revenues principally from (1) monthly fees and usage charges for inbound in·bound 1 adj. Bound inward; incoming: inbound commuter traffic. Adj. 1. inbound and outbound out·bound adj. Outward bound; headed away: outbound trains. Adj. 1. outbound - that is going out or leaving; "the departing train"; "an outward journey"; "outward-bound ships" voice and data telephony, (2) charges for voice, data and Internet services provided to managed network customers and (3) charges for various outstanding arrangements provided to public safety customers. In our broadcast transmission and other services segment, known as NTL Broadcast, we derive revenues principally from charges for (1) site leasing services, (2) national and regional television broadcasting, (3) national, regional and local radio broadcasting The examples and perspective in this article or section may not represent a worldwide view of the subject. Please [ improve this article] or discuss the issue on the talk page. and (4) satellite up-linking for program and content distribution. The principal components of our expenses include (1) costs to connect our network to other networks (referred to as interconnection in·ter·con·nect v. in·ter·con·nect·ed, in·ter·con·nect·ing, in·ter·con·nects v.intr. To be connected with each other: The two buildings interconnect. v.tr. ), (2) television programming costs, (3) payroll and other employee related costs, (4) repairs and maintenance, (5) facility related costs, such as rent, utilities and rates, (6) marketing and selling costs and (7) provisions for bad debts. As expected, our growth in 2002 was curtailed by funding constraints CONSTRAINTS - A language for solving constraints using value inference. ["CONSTRAINTS: A Language for Expressing Almost-Hierarchical Descriptions", G.J. Sussman et al, Artif Intell 14(1):1-39 (Aug 1980)]. . Cash constraints present many challenges to the successful execution of our business plan. We are conserving con·serve v. con·served, con·serv·ing, con·serves v.tr. 1. a. To protect from loss or harm; preserve: cash by minimizing capital expenditures including expenditures to connect new customers to our network. In order to maintain revenues and cash from operations, we must reduce and limit customer churn. We continue to focus on improving our customer service and increasing our service offering to customers in an effort to curtail cur·tail tr.v. cur·tailed, cur·tail·ing, cur·tails To cut short or reduce. See Synonyms at shorten. [Middle English curtailen, to restrict and reduce churn. We are in the process of integrating our various billing systems and customer databases in an effort to improve one of the main tools we use to provide customer service. This effort is at a relatively early stage although we have continued to make progress through December 31, 2002. Although the new system does not yet support our full suite of services, we expect to substantially complete the project by the third quarter of 2004. The total project cost is estimated to be approximately GBP75.0 million, of which we have incurred approximately GBP22.6 million through December 31, 2002. We cannot be certain that this project will be successful. If the full integration is not successful, we could experience an adverse effect on customer service, our churn rate (1) The percentage of customers who cancel their online, cellphone or other subscription service during a certain time period. (2) The percentage of employees who leave the company during a certain time period. See churning. and our costs of maintaining these systems going forward. We could also experience operational failures related to billing and collecting revenue from our customers, which, depending upon on the severity of the failure, could have a material adverse effect on our business. Moreover, the integration process has involved a number of internal reorganizations of our business as we continue to strive for better performance. These reorganizations have typically involved, among other things, the termination of employees made redundant as a result of the process. Although we cannot predict precisely the effect that this has had, it is likely these internal reorganizations have negatively impacted employee morale morale, n the mental state or condition as related to cheerfulness, confidence, and zeal. . If we undertake additional internal reorganizations they will similarly likely negatively impact employee morale. Negative effects on employee morale can have a negative effect on our operations generally. Our plan to reduce churn and to increase average revenue per unit (referred to as ARPU) includes an increase in broadband services to our existing customers. We believe that our triple play offering of telephony, broadband access See broadband and wireless broadband. to the Internet and digital television will continue to prove attractive to our existing customer base, which will result in higher ARPU as revenues per existing customer increase. However, there is still significant competition in our markets, through digital satellite and digital terrestrial television Digital Terrestrial Television (DTTV or DTT) is an implementation of digital technology to provide a greater number of channels and/or better quality of picture and sound using aerial broadcasts to a conventional antenna (or aerial) instead of a satellite dish or and through alternative Internet access media, such as DSL DSL in full Digital Subscriber Line Broadband digital communications connection that operates over standard copper telephone wires. It requires a DSL modem, which splits transmissions into two frequency bands: the lower frequencies for voice (ordinary offered by BT. If in the future we are unable to charge the prices for these services that we anticipate in our business plan in response to competition or if our competition is able to attract our customers, our results of operations will be adversely affected. The wholesale national and international telecommunications market saw the reorganization or bankruptcy bankruptcy, in law, settlement of the liabilities of a person or organization wholly or partially unable to meet financial obligations. The purposes are to distribute, through a court-appointed receiver, the bankrupt's assets equitably among creditors and, in most of many of the new entrant en·trant n. One that enters, especially one that enters a competition. [French, from present participle of entrer, to enter, from Old French; see enter. operators in 2002, especially those companies whose focus had been on serving carriers. As a result of this, several customers that had signed contracts with us running through 2003 are no longer in business. While this will have some effect on our revenue for 2003, most of our existing contracts are now with telecommunications companies See telecom company. with high volumes of retail traffic. Furthermore, our sales focus is on UK telecommunications companies who service the retail rather than the wholesale markets. We attempt to structure commercial arrangements to minimize any financial exposure to another operator. Media speculation regarding our recent Chapter 11 reorganization and financial condition could have an adverse effect on parts of our business. Similarly, negative press about the financial condition of alternative telecom carriers in general may adversely affect our reputation. One of the key strategies in our business plan is to increase our penetration of higher value small to medium size enterprises (or SMEs) and provide increased retail services of bundled bun·dle n. 1. A group of objects held together, as by tying or wrapping. 2. Something wrapped or tied up for carrying; a package. 3. Biology A cluster or strand of closely bound muscle or nerve fibers. voice, data and Internet services for SMEs. However, due to the negative publicity surrounding sur·round tr.v. sur·round·ed, sur·round·ing, sur·rounds 1. To extend on all sides of simultaneously; encircle. 2. To enclose or confine on all sides so as to bar escape or outside communication. n. our recent Chapter 11 reorganization and financial condition and the potential effect of that publicity on our brand name, we may find it difficult to increase market share. We believe our recapitalization process and the general unfavorable climate for alternative telecom carriers affected our revenues in 2002 as prospective customers began deferring orders beginning in the fourth quarter of 2001. Even though we have successfully completed the recapitalization process, there is no assurance that such negative publicity will not adversely impact our results of operations or have a long-term Long-term Three or more years. In the context of accounting, more than 1 year. long-term 1. Of or relating to a gain or loss in the value of a security that has been held over a specific length of time. Compare short-term. effect on our brand. In addition, this uncertainty may adversely affect our relationships with suppliers. If suppliers become increasingly concerned about our financial condition, they may demand faster payments or refuse to extend normal trade credit, both of which could further adversely affect our cash conservation measures and our results of operations. However, this did not have a significant effect on results of operations or cash flows in 2002. The results of operations for the three months and year ended December 31, 2001 include CWC Off-Net, which was sold in the fourth quarter of 2001. The previously announced review of a number of our balance sheet accounts found that certain provisions that were being held against anticipated liabilities were no longer necessary. The release of these provisions resulted in a decrease in revenue of GBP2.7 million ($4.1 million), a decrease in operating expense of GBP23.1 million ($34.7 million) and a decrease in selling, general and administrative expense of GBP23.0 million ($34.6 million) in the three months ended December 31, 2002. In addition, the previously announced review of the allocation of certain recurring re·cur intr.v. re·curred, re·cur·ring, re·curs 1. To happen, come up, or show up again or repeatedly. 2. To return to one's attention or memory. 3. To return in thought or discourse. expenditures between capital and operating expenses Operating expenses The amount paid for asset maintenance or the cost of doing business, excluding depreciation. Earnings are distributed after operating expenses are deducted. has been completed, resulting in a GBP16.3 million ($24.5 million) increase in operating expense and a GBP24.9 million ($37.4 million) increase in selling, general and administrative expense and the corresponding reduction in fixed assets of GBP41.2 million ($61.9 million) in the three months ended December 31, 2002. There was no impact on cash in 2002 from either of these adjustments. Consolidated con·sol·i·date v. con·sol·i·dat·ed, con·sol·i·dat·ing, con·sol·i·dates v.tr. 1. To unite into one system or whole; combine: revenues increased by 2.4% to $3,265.1 million in the year ended December 31, 2002, as compared to $3,189.6 million in the year ended December 31, 2001. Consolidated revenues in UK pounds decreased by 1.9% to GBP2,173.1 million from GBP2,216.1 million. In the years ended December 31, 2002 and 2001, the United Kingdom accounted for 97.3% and 98.0%, respectively and Ireland accounted for 2.7% and 2.0%, respectively of total consolidated revenues. In the years ended December 31, 2002 and 2001, consumer telecommunications and television revenues were 63.5% and 64.9%, respectively, business telecommunications revenues were 27.0% and 26.2%, respectively and broadcast transmission and other revenues were 9.5% and 8.9%, respectively of total consolidated revenues. Consumer telecommunications and television revenues increased by 0.2% to $2,074.1 million from $2,069.2 million as a result of changes in foreign currency exchange rates. These revenues in UK pounds decreased by 4.0% to GBP1,380.4 million from GBP1,437.6 million. The decrease in revenues was primarily due to the sale of part of our indirect access telephony business in October 2001 that accounted for approximately GBP46.0 million of consolidated revenues in the year ended December 31, 2001. Consumer telecommunications and television revenues have also been affected by a reduction in the customer base due to disconnects and lower telephony usage. This decrease was partially offset by price increases and an increase in broadband Internet See broadband. services. Business telecommunications revenues increased by 5.2% to $880.1 million from $836.8 million. These revenues in UK pounds increased by 0.8% to GBP586 million from GBP580 million. Business telecommunications revenues increased in the year ended December 31, 2002 as a result of the acquisition of the assets and contracts of Viatel UK in the third quarter of 2001. This increase was offset by decreases in revenues in the Carrier division resulting from a downturn Downturn The transition point between a rising, expanding economy to a falling, contracting one. downturn A decline in security prices or economic activity following a period of rising or stable prices or activity. in the Carriers market together with a reduction in one off revenues in the SME (1) (Small and Medium-sized Enterprise) See SMB. (2) (Subject Matter Expert) An individual who is well-versed in the policies and procedures of a particular department or division. and Retail divisions due principally to uncertainties arising from our Chapter 11 reorganization. Broadcast transmission and other revenues increased by 9.6% to $310.9 million from $283.6 million. These revenues in UK pounds increased by 5.0% to GBP207 million from GBP198 million. The increase is primarily the result of an increase in digital radio roll-out and project revenues, and an increase in site related revenues. Operating expenses (including network expenses) decreased by 4.0% to $1,502.5 million from $1,564.3 million primarily as a result of decreases in telephony interconnection and television programming costs. Operating expenses as a percentage of revenues declined to 46.0% in 2002 from 49.0% in 2001. Selling, general and administrative expenses decreased by 20.9% to $769.8 million from $973.2 million, which primarily reflects various cost savings efforts including restructurings announced in the third and fourth quarters of 2001. Selling, general and administrative expenses as a percentage of revenues decreased to 23.6% in 2002 from 30.5% in 2001. Asset impairment Impairment 1. A reduction in a company's stated capital. 2. The total capital that is less than the par value of the company's capital stock. Notes: 1. This is usually reduced because of poorly estimated losses or gains. 2. charges were $445.1 million and $8,160.6 million in the years ended December 31, 2002 and 2001, respectively. Asset impairment charges of $445.1 million in 2002 are non-cash charges Non-Cash Charge A charge off, made by a company against earnings, that does not require an initial outlay of cash. Notes: Non-cash charges are typically against the depreciation, amortization, and depletion accounts on a company's balance sheet. to write-down certain fixed assets to their estimated fair values based on our assessment that their carrying value Carrying Value Also know as "book value," it is a company's total assets minus intangible assets and liabilities, such as debt. Notes: This is different than market value, as it can be higher or lower depending on the circumstances. was not recoverable. These charges in 2002 include fixed assets of $56.0 million, license acquisition costs of $29.0 million and goodwill of $360.1 million. The aggregate charge of $445.1 million in 2002 related to our business segments as follows: $434.5 million consumer, $5.3 million business and $5.3 million broadcast. Asset impairment charges of $8,160.6 million in 2001 included goodwill of $8,077.8 million, license acquisition costs of $58.8 million, customer lists of $9.1 million and other intangibles Property that is a "right" such as a patent, Copyright, or trademark, or one that is lacking physical existence, such as good will. of $14.9 million. The aggregate asset impairment charge of $8,161.6 million, which includes $1.0 million included in share of losses from equity investments, related to our business segments as follows: $6,048.1 million consumer, $2,113.0 million business and $0.5 million broadcast. Non-cash compensation of $30.6 million in the year ended December 31, 2001 was due to modifications to certain stock options approved by the Compensation and Option Committee of the Board of Directors of our former ultimate parent company in July July: see month. 2001. All options to purchase shares of our former ultimate parent company's common stock were cancelled on the Effective Date pursuant to the Plan. Other charges of $389.2 million in the year ended December 31, 2002 include restructuring charges restructuring charge The expense of reorganizing a company's operations. A restructuring charge is an infrequent expense that generally results from asset writedowns or facility closings. of $104.8 million and non-cash charges of $284.4 million primarily for allowances for the cancellation of receivables Receivables An asset designation applicable to all debts, unsettled transactions or other monetary obligations owed to a company by its debtors or customers. Receivables are recorded by a company's accountants and reported on the balance sheet, and they and include all debts owed from our former ultimate parent company and certain of its subsidiaries in accordance with the Plan. Other charges of $297.9 million in the year ended December 31, 2001 include restructuring charges of $202.8 million and costs of $95.1 million incurred primarily to integrate acquired companies, mostly related to information technology integration, as well as costs incurred for business rationalization consulting. Restructuring charges of $104.8 million in 2002 include severance The act of dividing, or the state of being divided. The term severance has unique meanings in different branches of the law. Courts use the term in both civil and criminal litigation in two ways: first, when dividing a lawsuit into two or more parts, and second, when and related expenses of $34.6 million, lease exit costs of $63.8 million, fixed asset write-offs of $7.5 million and other charges of $9.2 million, offset by releases of agreement modification provisions of $10.3 million. Restructuring charges of $202.8 million in 2001 include severance and related expenses of $92.1 million, lease exit costs of $25.1 million, agreement modifications of $27.7 million and fixed asset write-offs of $57.9 million. Corporate expenses decreased to $18.7 million from $24.3 million primarily due to a decrease in legal, accounting and other professional costs. Depreciation and amortization decreased to $1,541.6 million from $2,540.3 million. Depreciation expense increased to $1,477.9 million from $1,361.4 million primarily due to an increase in depreciation of telecommunications and cable television equipment. Amortization expense decreased to $63.7 million from $1,178.9 million due to the adoption of SFAS SFAS Statement of Financial Accounting Standards SFAS Special Forces Assessment and Selection SFAS Student Financial Aid Services SFAS Sport Fishing Association of Singapore SFAS Safety Features Actuation System SFAS Statewide Fixed Assets System No. 142 on January 1, 2002 which ended the amortization of goodwill and other indefinite INDEFINITE. That which is undefined; uncertain. INDEFINITE, NUMBER. A number which may be increased or diminished at pleasure. 2. When a corporation is composed of an indefinite number of persons, any number of them consisting of a majority of those lived intangible assets. Amortization expense in the year ended December 31, 2001, after deducting the amortization of goodwill and other indefinite lived intangible assets of $1,104.9 million, would have been $74.0 million. Interest expense decreased to $780.2 million from $1,240.8 million as a result of the application of AICPA AICPA See American Institute of Certified Public Accountants (AICPA). Statement of Position 90-7, Financial Reporting by Entities in Reorganization Under the Bankruptcy Code. Pursuant to SOP 90-7, interest expense is included in the results of operations only to the extent that it will be paid during the proceeding or that it is probable that it will be an allowed priority, secured or unsecured Unsecured A loan or equity interest that is given without any guarantee of payment, performance, satisfaction or opportunity for return from the recipient. No property, interest or security is used as collateral in either a guarantee or a pledge. claim. In accordance with SOP 90-7, we did not recognize interest expense on certain of our outstanding publicly traded notes, on or after May 8, 2002 (the date that we and certain of our subsidiaries filed our Plan under Chapter 11 of the Bankruptcy Code). Our contractual interest for the year ended December 31, 2002 was $1,425.4 million. The increase in contractual interest expense in 2002 as compared to 2001 is primarily due to additional borrowings under credit facilities credit facilities npl → facilidades fpl de crédito credit facilities npl → facilités fpl de paiement credit facilities and the issuance of new notes in 2001. Interest of $456.3 million and $844.3 million was paid in cash in the years ended December 31, 2002 and 2001, respectively. Other losses of $88.5 million in 2001 are from the sale of the CWC off-net indirect access customers in the fourth quarter of 2001. Foreign currency transaction gains (losses) were losses of $94.1 million in the year ended December 31, 2002 and gains of $0.6 million in the year ended December 31, 2001. The change is primarily due to the effect of changes in exchange rates. We and certain of our subsidiaries have cash, cash equivalents and debt denominated in non-U non-U adj. Chiefly British Not characteristic of the upper class, especially in language usage. [non- + U2. .S. dollar currencies that are affected by changes in exchange rates. In addition, certain of our foreign subsidiaries whose functional currency is not the U.S. dollar have cash, cash equivalents and debt denominated in U.S. dollars which are affected by changes in exchange rates. Recapitalization items, net were $151.8 million in the year ended December 31, 2002. Recapitalization items include all transactions incurred as a result of our Chapter 11 reorganization. Recapitalization items, net include $36.2 million for employee retention related to substantially all of our UK employees and $116.7 million for financial advisor, legal, accounting and consulting costs. These costs are net of $1.1 million of interest earned on accumulated ac·cu·mu·late v. ac·cu·mu·lat·ed, ac·cu·mu·lat·ing, ac·cu·mu·lates v.tr. To gather or pile up; amass. See Synonyms at gather. v.intr. To mount up; increase. cash since the Chapter 11 filing on May 8, 2002. Net loss was $2,375.8 million in the year ended December 31, 2002 and $11,837.0 million in the year ended December 31, 2001. This change was the result of the factors discussed above, particularly the reduction in amortization expense of $1,115.2 million in 2002 and the $8,160.6 million asset impairment charges in 2001. Pro forma basic and diluted di·lute tr.v. di·lut·ed, di·lut·ing, di·lutes 1. To make thinner or less concentrated by adding a liquid such as water. 2. To lessen the force, strength, purity, or brilliance of, especially by admixture. net loss per common share is computed as if the 50.5 million shares issued in connection with our Plan on the Effective Date were outstanding for all periods presented.
Regulation G Reconciliation
of Revenue and EBITDA from Continuing
Operations
(in millions)
For the Three Month Period Ending
-----------------------------------------------
December September June March December
31, 30, 30, 31, 31,
2002 2002 2002 2002 2001
-------- --------- ------- ------- --------
Revenue from GBP549 GBP556 GBP573
Continuing
Operations (in GBP's) GBP533 GBP535
Effective exchange
rate 1.5732 1.5510 1.4623 1.4259 1.4422
-------- --------- ------- ------- --------
US GAAP Revenue (in
US$'s) $839 $830 $803 $793 $826
======== ========= ======= ======= ========
EBITDA from
Continuing Operations GBP166 GBP166 GBP170 GBP159 GBP169
(in GBP's)
CWC Off-Net and other - - - - 1
-------- --------- ------- ------- --------
EBITDA (in GBP's) GBP166 GBP166 GBP170 GBP159 GBP170
Effective exchange
rate 1.5732 1.5510 1.4623 1.4259 1.4422
-------- --------- ------- ------- --------
EBITDA (in US$'s) $261 $257 $248 $227 $244
Other expenses:
Asset impairments 419 27 - - 8,161
Other charges 96 290 2 2 245
Corporate expenses 5 3 4 7 10
Depreciation and
amortization 444 402 357 337 663
-------- --------- ------- ------- --------
Subtotal 964 722 363 346 9,079
-------- --------- ------- ------- --------
US GAAP Operating
(loss) ($703) ($465) ($115) ($119) ($8,835)
======== ========= ======= ======= ========
Regulation G Reconciliation
of Revenue and EBITDA from
Continuing Operations
(in millions)
For the
For the Year Year
Ended Ended
December 31, December 31,
2002 2001
----------------- ------------
Revenue from Continuing Operations (in GBP2,173 GBP2,170
GBP's)
CWC Off-Net and other - 46
----------------- ------------
Revenue (in GBP's) GBP2,173 GBP2,216
Effective exchange rate 1.5025 1.4394
----------------- ------------
US GAAP Revenue (in US$'s) $3,265 $3,190
================= ============
EBITDA from Continuing Operations (in GBP661 GBP446
GBP's)
CWC Off-Net and other - 7
----------------- ------------
EBITDA (in GBP's) GBP661 GBP453
Effective exchange rate 1.5025 1.4394
----------------- ------------
EBITDA (in US$'s) $993 $652
Other Expenses:
Asset impairments 445 8,161
Non-cash compensation - 31
Other charges 389 298
Corporate expenses 19 24
Depreciation and amortization 1,542 2,540
----------------- ------------
Sub total 2,395 11,054
----------------- ------------
US GAAP Operating (loss) ($1,402) ($10,402)
================= ============
Regulation G Reconciliation
of Underlying Q4 EBITDA
(in millions)
For the Three
Months Ended
December 31,
2002
----------------------------
EBITDA Prior to Q4 2002 Adjustments GBP170
Q4 2002 effect of the change in the
allocation of costs between
capital and expense (10)
Q4 2002 effect of US GAAP pension
adjustments (2)
----------------------------
Underlying Q4 2002 EBITDA (in GBP's) GBP158
Review of certain balance sheet accounts 43
Q1-Q3 2002 effect of the change in the
allocation of costs between
capital and expense (31)
Q1-Q3 2002 effect of US GAAP pension
adjustments (4)
----------------------------
EBITDA (in GBP's) GBP166
Effective exchange rate 1.5732
----------------------------
EBITDA (in US$'s) $261
Other expenses:
Asset impairments 419
Other charges 96
Corporate expenses 5
Depreciation and amortization 444
----------------------------
Sub total 964
----------------------------
US GAAP Operating (loss) ($703)
============================
Regulation G Reconciliation
of Capital Expenditures
(in millions)
For the Three
Months For the Year
Ended December
31, Ended December 31,
2002 2001 2002 2001
------- ------- ------- --------
Capital expenditure prior to
Q4 2002 Adjustments (in
GBP's) GBP143 GBP250 GBP494 GBP1,084
Effect of the change in the
allocation of costs between
capital and expense (41) - (41) -
------- ------- ------- --------
Capital expenditure (in
GBP's) GBP102 GBP250 GBP453 GBP1,084
Effective exchange rate 1.5732 1.4409 1.5025 1.4393
------- ------- ------- --------
Capital expenditure (in
US$'s) $160 $360 $681 $1,560
------- ------- ------- --------
Other items:
Changes in liabilities
related to capital
expenditures 8 (65) (46) 25
Capitalized interest 7 12 46 68
------- ------- ------- --------
Subtotal 15 (53) - 93
------- ------- ------- --------
Purchase of fixed assets (in
US$'s) $175 $307 $681 $1,653
======= ======= ======= ========
Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. Statement Under the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995 Certain statements contained herein constitute "forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. " as that term is defined under the Private Securities Litigation Reform Act of 1995. When used herein, 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 Company, 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, the "Risk Factors" set forth in the Company's Registration Statement on Form S-1 filed on February February: see month. 12, 2003, and the Company's Annual Report on Form 10-K for the year ended December 31, 2002 to be filed on March 31, 2003, as such filings may be amended a·mend v. a·mend·ed, a·mend·ing, a·mends v.tr. 1. To change for the better; improve: amended the earlier proposal so as to make it more comprehensive. 2. from time to time, as well as: the impact of our organizational restructuring and integration actions; our ability to maintain contracts that are critical to our operations; potential adverse developments with respect to our liquidity or results of operations; our ability to fund and execute our business plan; our ability to attract, retain and compensate key executives and associates; our ability to attract and retain customers; general economic and business conditions; technological developments; our 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; assumptions about customer acceptance, churn rates, overall market penetration Noun 1. market penetration - the extent to which a product is recognized and bought by customers in a particular market penetration - the act of entering into or through something; "the penetration of upper management by women" and competition from providers of alternative services; the impact of new business opportunities requiring significant up-front up-front or up·front Informal adj. 1. Straightforward; frank. 2. Paid or due in advance: up-front cash. adv. investment; and interest rate and currency exchange rate fluctuations. We assume no obligation to update the forward-looking statements contained herein to reflect actual results, changes in assumptions or changes in factors affecting such statements. Use of Non-GAAP (Generally Accepted Accounting Principles The standard accounting rules, regulations, and procedures used by companies in maintaining their financial records. Generally accepted accounting principles (GAAP) provide companies and accountants with a consistent set of guidelines that cover both broad accounting ) Terms To supplement our consolidated financial statements Consolidated Financial Statements The combined financial statements of a parent company and its subsidiaries. Notes: Because consolidated financial statements present an aggregated look at the financial position of a parent and its subsidiaries, they enable you to gauge presented on a GAAP basis, NTL uses certain non-GAAP measures (such as EBITDA and Capital Expenditure) that it believes may be useful to enhance investors' overall understanding of NTL's past financial performance and prospects for the future. The presentation of this additional information is not meant to be considered in isolation or as a substitute for results prepared in accordance with GAAP accepted in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. . For more information contact: In the US: Investor Relations: Bret n. 1. (Zool.) See Birt. Richter Rich·ter , Burton Born 1931. American physicist. He shared a 1976 Nobel Prize for the discovery of a subatomic particle. Rich·ter , Jean Paul Friedrich Pen name Jean Paul. , Senior Vice President - Finance Tamar Tamar (tā`mär), in the Bible. 1 Mother of Judah's twin sons Pharez and Zerah. An alternate spelling is Thamar. 2 Daughter of David and Maachah. She was the victim of her half brother Amnon's passion. Gerber Gerber may refer to:
Tel: (+1) 212 906 8440, or via e-mail at investor_relations@ntli.com In the UK: Investor Relations: Virginia Virginia, state, United States Virginia, state of the south-central United States. It is bordered by the Atlantic Ocean (E), North Carolina and Tennessee (S), Kentucky and West Virginia (W), and Maryland and the District of Columbia (N and NE). Ramsden, +44 (0) 207 746 6826, or via e-mail at investorrelations@ntl.com Media: Alison Alison betrays old husband amusingly with her lodger, Nicholas. [Br. Lit.: Canterbury Tales, “Miller’s Tale”] See : Adultery Kirkwood Kirkwood, city (1990 pop. 27,291), St. Louis co., E Mo., a suburb of St. Louis; inc. 1865. Primarily residential, it has some light manufacturing. , Media Relations, +44 (0)1256 752 662 / 07788 186154 Justine Parrish, Media Relations, +44 (0)20 746 4096 / (0)7966 421 991 There will be a conference call to analysts and investors today at 08.30 ET/ 14.30 GMT (Greenwich Mean Time) See UTC. GMT - Universal Time 1 . Analysts and investors can dial in to the presentation by calling in the United States 1-877-505-5130 or 1-706-634-1305 for international access or via a live webcast of the conference call and presentation on the Company's website, www.ntl.com/investors. APPENDIX - Residential Operating Statistics as of December 31, 2002
(subscriber totals in 000s) UK Ireland Total
-------------- ---------- ----------
Homes in Franchise 11,411.2 474.9 11,886.1
Homes Passed 8,404.1 474.9 8,879.0
Homes Marketable 7,733.0 474.9 8,207.9
-------------- ---------- ----------
Telco 7,510.0 474.9 7,984.9
ATV 7,733.0 474.9 8,207.9
DTV 7,126.0 408.1 7,534.1
Broadband 6,745.6 23.0 6,768.6
Customers 2,686.4 368.0 3,054.4
-------------- ---------- ----------
Single RGU 762.2 361.6 1,123.8
Dual RGU 1,550.9 6.4 1,557.3
Triple RGU 373.3 - 373.3
Telephone 2,411.5 6.4 2,417.9
-------------- ---------- ----------
Talk Plan subs 193.3 - 193.3
Television 2,055.3 368.0 2,423.3
-------------- ---------- ----------
DTV 1,229.0 38.0 1,267.0
ATV 804.6 311.1 1,115.7
MATV 21.7 18.9 40.6
Internet 987.3 4.0 991.3
-------------- ---------- ----------
Dial-Up (metered) 122.7 2.5 125.2
Dial-Up (unmetered) 320.7 - 320.7
DTV Access 26.8 - 26.8
Broadband 517.1 1.5 518.6
RGUs (1) 4,983.9 375.9 5,359.8
-------------- ---------- ----------
Telephone 2,411.5 6.4 2,417.9
Television 2,055.3 368.0 2,423.3
Broadband Internet 517.1 1.5 518.6
Service Units (2) 5,454.1 378.4 5,832.5
RGUs/Customer 1.86x 1.02x 1.75x
Service Units/Customer 2.03x 1.03x 1.91x
Penetration:
Telephone 32.1% 1.3% 30.3%
Television 26.6% 77.5% 29.5%
Broadband Internet 7.7% 6.5% 7.7%
Customer 34.7% 77.5% 37.2%
RGU 64.4% 79.2% 65.3%
Service Unit 70.5% 79.7% 71.1%
Q4 Customer/RGU Movement
Opening Subs 2,667.0 368.0 3,035.0
Gross Adds 105.8 7.2 113.0
Disconnects (3) (108.1) (7.2) (115.3)
-------------- ---------- ----------
2,664.7 368.0 3,032.7
MATV Subs (included @ 31st Dec) 21.7 0.0 21.7
-------------- ---------- ----------
Closing Subs 2,686.4 368.0 3,054.4
Quarterly Customer Adds (4) (2.3) - (2.3)
Quarterly RGU Adds (4) 91.2 0.8 113.7
% Customer Churn (5) 15.9% 7.7% 14.9%
Off-Net Telephony 90.8 2.3 93.1
-------------- ---------- ----------
Telephone 21.9 - 21.9
Telephone + Internet 68.9 2.3 71.2
RGUs are defined as all on-net telephone, television and Broadband
(1) Internet subscribers.
Service units are defined as all on-net telephone, television and
(2) Internet subscribers.
Disconnects include customers which cancel service due to moving
(3) premises.
Quarterly customer adds and quarterly RGU adds exclude 21.7 MATV
(4) customers not previously reported.
Annualized churn is defined as: (Quarterly disconnects x 4) /
(5) (opening customers + 50% quarterly gross adds)
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