8-K 1 d8k.htm CURRENT REPORT Current Report

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 12, 2004

 

TELEWEST GLOBAL, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   000-50886   59-3778247
(State of incorporation)   (Commission File Number)   (IRS Employer Identification No.)

 

160 Great Portland Street

London W1W 5QA, United Kingdom

(Address of principal executive offices) (zip code)

 

Registrant’s telephone number, including area code: +44-20-7299-5000

 


 


ITEM 8.01. OTHER EVENTS

 

1. Press Release

 

On November 11, 2004 Telewest Global, Inc. (“Telewest” or the “Reorganized Company”) issued a press release announcing US GAAP results for the three and nine months ended September 30, 2004.

 

Substantially all of the assets of Telewest Communications plc were transferred to Telewest UK Limited, a wholly owned subsidiary of Telewest on July 14, 2004 in connection with Telewest Communications plc’s financial restructuring. During the six months ended June 30, 2004, Telewest had no significant assets and no significant operations.

 

Telewest’s quarterly results, including a discussion of how the presentation of the results differs from the presentation of the historical results of Telewest Communications plc and its subsidiaries (the “Predecessor Company”) are included in its quarterly report on Form 10-Q, also filed with the U.S. Securities and Exchange Commission today.

 

A copy of the press release is attached hereto as Exhibit 99.1.

 

2. Reconciliation of Non-GAAP Measures in November 11, 2004 Conference Call

 

On November 11, 2004, Telewest hosted a conference call to discuss its results for the three and nine months ended September 30, 2004. On the conference call certain non-GAAP financial measures were discussed. Reconciliations of certain of those measures to the nearest comparable GAAP measure and discussions of those measures can be found below.

 

(a) Reconciliation of Adjusted EBITDA before stock-based compensation expense (SBCE) to Net loss:

 

 

     Three months ended

 
     September 30,
2004
Reorganized
Company


    June 30,
2004
Predecessor
Company


 
     £m     £m  

Adjusted EBITDA before stock-based Compensation expense

   125     122  

Stock-based compensation expense

   (3 )   —    
    

 

Adjusted EBITDA

   122     122  

Financial restructuring charges

   —       (12 )

Depreciation

   (103 )   (90 )

Amortization

   (9 )   —    
    

 

Operating income

   10     20  

Interest income

   6     8  

Interest expense (including amortization of debt discount)

   (49 )   (121 )

Foreign exchange losses, net

   —       (37 )

Share of net income of affiliates

   4     5  

Other, net

   —       —    

Income taxes

   —       (1 )
    

 

Net loss

   (29 )   (126 )
    

 

 

Adjusted EBITDA before Stock-based compensation expense (SBCE):

 

Telewest’s primary measure of income or loss for each of its segments is Adjusted EBITDA. An explanation and reconciliation of Adjusted EBITDA is provided in Telewest’s press release, included as an exhibit to this Form 8-K. When comparing Telewest’s performance to that of the Predecessor Company, management, including its chief operating decision maker, believe that the use of Adjusted EBITDA before SBCE provides useful supplemental information for management and investors in determining the income generating capacity of the business from its available revenues because the Predecessor Company did not incur SBCE.

 

Adjusted EBITDA before SBCE is not a financial measure recognized under US GAAP. The measure is calculated as Adjusted EBITDA plus SBCE. Telewest believes Adjusted EBITDA before SBCE is helpful for understanding its performance and assessing its prospects for the future, and that it provides useful supplemental information to investors. In particular, this non-US GAAP financial measure reflects an additional way of viewing aspects of Telewest’s operations that, when viewed with its US GAAP results and the related reconciliations, provide a more complete understanding of factors and trends affecting the business. Because non-US GAAP financial measures are not standardized, it may not be possible to compare Adjusted EBITDA before SBCE with other companies’ non-US GAAP financial measures that have the same or similar names. The presentation of this supplemental information is not meant to be considered in isolation or as a substitute for net cash provided by operating activities, operating income/(loss), net income/(loss), or other measures of financial performance reported in accordance with US GAAP.

 

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(b) Reconciliation of Net debt / Adjusted EBITDA annualized

 

     September 30,
2004


Net debt

   1,694

Adjusted EBITDA

   122

Adjusted EBITDA annualized

   488
    

Net debt/Adjusted EBITDA annualized

   3.5x
    

 

Net debt / Adjusted EBITDA annualized:

 

Net debt / Adjusted EBITDA annualized, is defined as net debt (explanation and reconciliation provided in the press release included as an exhibit to this Form 8-K) divided by Adjusted EBITDA annualized. An explanation and reconciliation of Adjusted EBITDA is provided in the press release included as an exhibit to this Form 8-K. This non-GAAP measure is annualized based on the most recent quarter ended for the purposes of the above calculation. Telewest’s management, including its chief operating decision maker, considers net debt / Adjusted EBITDA annualized, an important indicator of Telewest’s ability to generate income from operating activities as a potential source of repayment of debt obligations.

 

Net debt / Adjusted EBITDA annualized is not a financial measure recognized under US GAAP. Telewest believes net debt / Adjusted EBITDA annualized is helpful for understanding its performance and it provides useful supplemental information to investors. Because non-US GAAP financial measures are not standardized, it may not be possible to compare net debt / Adjusted EBITDA annualized with other companies’ non-US GAAP financial measures that have the same or similar names. The presentation of this supplemental information is not meant to be considered in isolation or as a substitute for net cash provided by/(used in) operating activities, operating income/(loss), net income/(loss) or other measures of financial performance reported in accordance with US GAAP.

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

 

Exhibit No.

  

Description


99.1    Press release of Telewest Global, Inc. announcing the US GAAP results for the three and nine months ended September 30, 2004, dated November 11, 2004.
99.2    Slides presented during web conference and conference call of Telewest Global, Inc., to discuss its results for the three and nine months ended September 30, 2004.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

        TELEWEST GLOBAL, INC.

Dated: November 12, 2004

      By:   /s/    NEIL SMITH        
           

Name:

  Neil Smith
           

Title:

  Chief Financial Officer

 

EXHIBIT INDEX

 

Exhibit

    
99.1    Press release of Telewest Global, Inc. announcing the US GAAP results for the three and nine months ended September 30, 2004, dated November 11, 2004.
99.2    Slides presented during web conference and conference call of Telewest Global, Inc., to discuss its results for the three and nine months ended September 30, 2004.