-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, St3M4L9qgbGYy+20+AbOpUCR7NKyFmAMDF5c3L/hFC7FHbW9MDQqGl0uFEqar01M LBAxzZFCMbFiRZl79FT8sg== 0000940180-97-000035.txt : 19970117 0000940180-97-000035.hdr.sgml : 19970117 ACCESSION NUMBER: 0000940180-97-000035 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970116 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970116 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL CABLETEL INC CENTRAL INDEX KEY: 0000906347 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 521822078 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-22616 FILM NUMBER: 97506849 BUSINESS ADDRESS: STREET 1: 110 E 59TH ST STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 MAIL ADDRESS: STREET 1: 110 EAST 59TH STREET STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 8-K/A 1 FORM 8-K/A-2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________ CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) January 16, 1997 (May 9, 1996) ------------------------------ International CableTel Incorporated - -------------------------------------------------------------------------------- (Exact name of Registrant as Specified in its Charter) Delaware 0-22616 52-1822078 - -------------------------------------------------------------------------------- (State or Other (Commission (IRS Employer Jurisdiction of File Number) Identification No.) Incorporation) 110 East 59th Street, New York, New York 10022 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (212) 371-3714 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (b) Pro Forma Financial Information. The Pro Forma Financial Information provided under Item 7(b) of the Company's Current Report on Form 8-K-/A-1 dated May 9, 1996 and filed with the Commission on May 30, 1996 (pages F-2 through F-5) are hereby amended and replaced by pages F-2 through F-7 of this Current Report. See Index to Financial Statements on Page F-1 of this Current Report. SIGNATURE 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 hereunto duly authorized. INTERNATIONAL CABLETEL INCORPORATED By: /s/ RICHARD J. LUBASCH ------------------------------- Name: Richard J. Lubasch Title: Senior Vice President Date: January 16, 1997 INDEX TO FINANCIAL STATEMENTS INTERNATIONAL CABLETEL INCORPORATED Pro forma Condensed Consolidated Financial Statements (Unaudited)......... F-2 Pro forma Condensed Consolidated Balance Sheet as of March 31, 1996 (Unau- dited)................................................................... F-3 Pro forma Condensed Consolidated Statement of Operations for the three months ended March 31, 1996 (Unaudited).................................. F-4 Pro forma Condensed Consolidated Statement of Operations for the year ended December 31, 1995 (Unaudited)...................................... F-5 Notes to Pro forma Condensed Consolidated Financial Statements (Unau- dited)................................................................... F-6
F-1 INTERNATIONAL CABLETEL INCORPORATED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) In May 1996, a wholly owned subsidiary of International CableTel Incorporated ("CableTel"), entered into agreements (the "Agreements") to acquire all of the issued and outstanding stock of NTL Group Limited ("NTL") in exchange for (i) cash of approximately (Pounds)200,000,000, (ii) an additional cash payment of (Pounds)17,100,000 in October 1996, and (iii) an agreement to pay (Pounds)35,000,000, subject to reduction, one year from closing. A substantial portion of the purchase price was financed (the "Financing") through (i) a bank facility of (Pounds)140,000,000 and (ii) a (Pounds)60,000,000 short term bank loan. The acquisition has been accounted for as a purchase. Accordingly, the excess of the purchase price over the fair value of the net assets acquired has been recorded as goodwill and is being amortized over 30 years. The Company obtained from the former shareholders of NTL representations and warranties concerning the commercial and financial position of the NTL group and certain contingent liabilities and other obligations of NTL. The Company has the right to reduce the payment of (Pounds) 35,000,000 to the former NTL shareholders in the event that these representations and warranties are found to be untrue or inaccurate. Any such reduction will be determined in accordance with, and subject to the limitations set forth in, the Agreements either by agreement being reached between the parties, or, failing agreement, by the determination of an appropriately qualified expert or a court of law. As the aggregate amount of such reductions can not exceed (Pounds) 35,000,000, the Company has no further rights or recourse against the sellers for claims for damages for breaches of representations and warranties in excess of (Pounds) 35,000,000. The Company is not currently aware of any reason that the payment will be reduced. In the event that the payment to the former shareholders of NTL is reduced because of claims under the representations and warranties, or in the event that unknown liabilities exceed (Pounds) 35,000,000 or arise after the (Pounds) 35,000,000 payment is made, such events will be accounted for in accordance with Statement of Financial Accounting Standards ("SFAS") No. 38, "Accounting for Pre-acquisition Contingencies of Purchased Enterprises." The following unaudited pro forma condensed consolidated financial statements of CableTel give effect to the Agreements and the Financing. In accordance with FAS No. 52, the balance sheet of NTL has been translated into United States dollars using the exchange rate on March 31, 1996 ((Pounds)1=$1.5254) and the statement of operations has been translated into dollars using the average exchange rate for the three months ended March 31, 1996 ((Pounds)1=$1.5312) and for the year ended December 31, 1995 ((Pounds)1=$1.5782). The NTL historical financial statements have been adjusted to reflect U.S. GAAP. The NTL condensed consolidated statement of operations for the year ended December 31, 1995 has also been adjusted to eliminate the gain on the sale of its Advanced Products Division of approximately (Pounds) 86,471,000 and the operating profit of (Pounds) 3,295,000 of that division. Such items have been excluded because they are not part of the operations of NTL acquired by CableTel. The unaudited condensed consolidated pro forma balance sheet as of March 31, 1996 gives effect to the Agreements and Financing as if they had been consummated on March 31, 1996. The unaudited pro forma condensed consolidated statement of operations for the three months ended March 31, 1996 and for the year ended December 31, 1995 gives effect to the Agreements and Financing as if they had occurred at the beginning of the respective periods. The pro forma financial statements have been prepared by CableTel's management. These pro forma financial statements may not be indicative of the results that actually would have occurred if the transactions had been in effect on the dates indicated or which may be obtained in the future. The pro forma financial statements should be read in conjunction with the consolidated financial statements and notes of CableTel and NTL. F-2 INTERNATIONAL CABLETEL INCORPORATED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) MARCH 31, 1996 (IN THOUSANDS)
CABLETEL NTL ADJUSTMENTS PRO FORMA ---------- -------- ----------- ---------- ASSETS Current assets: Cash and cash equivalents (Pro forma includes $95,338 of restricted cash)......... $ 661,945 $ 19,068 $305,080 (b) $ 672,018 (314,075)(a) Trade accounts receivable.... 9,786 17,724 27,510 Prepaid expenses and other current assets.............. 16,784 11,166 27,950 ---------- -------- -------- ---------- Total current assets........... 688,515 47,958 (8,995) 727,478 Fixed assets, net.............. 716,084 101,944 97,078 (a) 915,106 License acquisition costs...... 134,917 -- 134,917 Goodwill....................... -- 7,090 (7,090)(a) 154,736 154,736 (a) Other assets................... 53,177 12,851 66,028 ---------- -------- -------- ---------- Total assets................... $1,592,693 $169,843 $235,729 $1,998,265 ========== ======== ======== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Trade accounts payable....... $ 27,063 $ 19,548 $ (3,034)(a) $ 43,577 Accrued expenses............. 68,085 -- 68,085 Current portion of long term debt........................ 44,351 68,519 99,275 (a)(b) 212,145 Other current liabilities.... 297 4,505 79,473 (a) 84,275 ---------- -------- -------- ---------- Total current liabilities...... 139,796 92,572 175,714 408,082 Long term debt................. 1,134,122 -- 137,286 (a)(b) 1,271,408 Other non-current liabilities.. 630 12,635 (12,635)(a) 630 Deferred tax liability......... -- 52,797 (52,797)(a) -- Minority interests............. 25,768 -- 25,768 Total stockholders' equity..... 292,377 11,839 (11,839)(a) 292,377 ---------- -------- -------- ---------- Total liabilities and stockholders' equity.......... $1,592,693 $169,843 $235,729 $1,998,265 ========== ======== ======== ==========
See accompanying notes. F-3 INTERNATIONAL CABLETEL INCORPORATED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 1996 (IN THOUSANDS)
CABLETEL NTL ADJUSTMENTS PRO FORMA -------- ------- ----------- --------- Revenues............................ $ 18,434 $44,134 $ 62,568 Costs and expenses: Operating expenses................ 12,629 24,949 37,578 Selling, general and administra- tive............................. 21,798 5,473 27,271 Depreciation and amortization..... 12,190 4,021 $ 2,921(c) 19,132 -------- ------- ------- -------- Total costs and expenses............ 46,617 34,443 2,921 83,981 -------- ------- ------- -------- Income (loss) from operations....... (28,183) 9,691 (2,921) (21,413) Interest (expense).................. (24,711) (1,130) (5,236)(d) (31,077) Interest income..................... 7,763 340 -- 8,103 Other............................... (123) -- -- (123) -------- ------- ------- -------- Income (loss) before provision for income taxes and minority interests.......................... (45,254) 8,901 (8,157) (44,510) Benefit (provision) for income tax- es................................. (42) (2,672) 2,672 (e) (42) -------- ------- ------- -------- Income (loss) before minority inter- ests............................... (45,296) 6,229 (5,485) (44,552) Minority interests.................. 2,572 -- -- 2,572 -------- ------- ------- -------- Income (loss) from continuing opera- tions.............................. $(42,724) $ 6,229 $(5,485) $(41,980) ======== ======= ======= ======== Net (loss) per share................ $ (1.41) -- -- $ (1.39) ======== ======= ======= ======== Weighted average number of shares used in calculation of earnings per share.............................. 30,211 -- -- 30,211 ======== ======= ======= ========
See accompanying notes. F-4 INTERNATIONAL CABLETEL INCORPORATED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) FOR THE YEAR ENDED DECEMBER 31, 1995 (IN THOUSANDS)
CABLETEL NTL ADJUSTMENTS PRO FORMA --------- -------- ----------- --------- Revenues......................... $ 33,741 $172,590 $ 206,331 Costs and expenses: Operating expenses............. 24,415 104,690 129,105 Selling, general and adminis- trative....................... 72,629 18,489 91,118 Depreciation and amortization.. 29,823 15,421 $ 12,040(c) 57,284 --------- -------- -------- --------- Total costs and expenses......... 126,867 138,600 12,040 277,507 --------- -------- -------- --------- Income (loss) from operations.... (93,126) 33,990 (12,040) (71,176) Interest (expense)............... (28,379) (3,278) (22,967)(d) (54,624) Interest income.................. 21,185 1,046 -- 22,231 Other............................ 84 -- -- 84 --------- -------- -------- --------- Income (loss) before provision for income taxes and minority interests....................... (100,236) 31,758 (35,007) (103,485) Benefit (provision) for income taxes........................... 2,477 (9,998) 352 (e) (7,169) --------- -------- -------- --------- Income (loss) before minority in- terests......................... (97,759) 21,760 (34,655) (110,654) Minority interests............... 6,974 -- -- 6,974 --------- -------- -------- --------- Income (loss) from continuing op- erations........................ $ (90,785) $ 21,760 $(34,655) $(103,680) ========= ======== ======== ========= Net (loss) per share............. $ (3.01) -- -- $ (3.43) ========= ======== ======== ========= Weighted average number of shares used in calculation of earnings per share....................... 30,190 -- -- 30,190 ========= ======== ======== =========
See accompanying notes. F-5 INTERNATIONAL CABLETEL INCORPORATED NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) For purposes of determining the effect of the Agreements and Financing on CableTel's Condensed Consolidated Statement of Operations for the three months ended March 31, 1996 and the year ended December 31, 1995 and on the Condensed Consolidated Balance Sheet as of March 31, 1996, the following pro forma adjustments have been made:
MARCH 31, 1996 -------------- (IN THOUSANDS) (a) The excess of the purchase price paid over the historical book value of the net assets acquired has been allocated to property and equipment and goodwill Cash paid to shareholders and to financial institutions................................... $310,573 Costs and expenses of acquisition................ 3,502 Deferred consideration payable................... 79,473 -------- 393,548 Historical book value of net tangible assets..... 141,734 -------- Excess........................................... $251,814 ======== Excess of the fair value over the book value of property and equipment acquired................ $ 97,078 Goodwill......................................... 154,736 -------- $251,814 ======== (b) Proceeds from issuance of (Pounds)60,000,000 of short term debt.................................... $ 91,524 Proceeds from issuance of (Pounds)140,000,000 of long term debt of which (Pounds)50,000,000 is due on December 31, 1996 unless certain events take place and is included in current portion of long term debt............................................... 213,556 -------- $305,080 ========
F-6
THREE YEAR ENDED MONTHS ENDED DECEMBER 31, 1995 MARCH 31, 1996 ------------------ ---------------- (IN THOUSANDS) (IN THOUSANDS) (c) Depreciation of the excess of the fair value over book value of property and equipment acquired.................. $(6,320) $(1,533) Amortization of goodwill over 30 years............................... (5,720) (1,388) -------- ------- $(12,040) $(2,921) (d) Interest expense on debt in (b) above at 9.25% per annum for the short term debt and 7.91% per annum for the long term debt (the rates in effect at the consummation of the Financing)(1)...... .................. $(26,245) $(6,366) Less interest on NTL debt retired.... 3,278 1,130 -------- ------- (22,967) (5,236) (e) Estimated tax benefit from filing for group relief......................... 352 2,672 -------- ------- $(34,655) $(5,485) ======== =======
The excess of the fair value over the book value of the property and equipment of approximately (Pounds) 64,000,000 is being depreciated over the estimated lives of such property (50 years for the tower structures and 10 years for equipment). The allocation of the purchase price is subject to revision. The Company does not expect that there will be any material adjustment to the allocation of the purchase price. (1) Each 1/8% per annum change in the interest rate would change interest expense by $395,000 and $96,000 for the year ended December 31, 1995 and for the three months ended March 31, 1996, respectively. F-7 -----END PRIVACY-ENHANCED MESSAGE-----