-----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, M8+fCDiufxeTMEIad129FbePaXTaIPdGipKNrntQBlc1bSaHRoorh6cqp5Xu1fBg mlwAOQKY+FF/7/+bAghzlA== /in/edgar/work/0000950123-00-010456/0000950123-00-010456.txt : 20001115 0000950123-00-010456.hdr.sgml : 20001115 ACCESSION NUMBER: 0000950123-00-010456 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NTL COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000906347 STANDARD INDUSTRIAL CLASSIFICATION: [4841 ] IRS NUMBER: 521822078 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-22616 FILM NUMBER: 762507 BUSINESS ADDRESS: STREET 1: 110 E 59TH ST STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129068440 MAIL ADDRESS: STREET 1: 110 EAST 59TH STREET STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: NTL INC /DE/ DATE OF NAME CHANGE: 19970326 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL CABLETEL INC DATE OF NAME CHANGE: 19930601 10-Q 1 y42524e10-q.txt NTL COMMUNICATIONS CORP. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 0-22616 ------------------------------------------------------------- NTL COMMUNICATIONS CORP. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 52-1822078 - ------------------------------------------------------------ ------------------------------------------------ (State or other jurisdiction of incorporation (I.R.S. Employer Identification No.) or organization) 110 East 59th Street, New York, New York 10022 - ------------------------------------------------------------------------------------------------------------------------------------ (Address of principal executive offices) (Zip Code)
(212) 906-8440 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- The number of shares outstanding of the issuer's common stock as of September 30, 2000 was 100. The Registrant is an indirect wholly-owned subsidiary of NTL Incorporated and there is no market for the Registrant's common stock. The Registrant meets the conditions for the reduced disclosure format set forth in General Instruction H(1) (a) and (b) of Form 10-Q. 2 NTL Communications Corp. and Subsidiaries Index
PART I. FINANCIAL INFORMATION Page - ------------------------------ ---- Item 1. Financial Statements Condensed Consolidated Balance Sheets- September 30, 2000 and December 31, 1999 .................................................. 2 Condensed Consolidated Statements of Operations- Three and nine months ended September 30, 2000 and 1999 ................................... 4 Condensed Consolidated Statement of Shareholder's Equity (Deficiency)- Nine months ended September 30, 2000 ...................................................... 5 Condensed Consolidated Statements of Cash Flows- Nine months ended September 30, 2000 and 1999 ............................................. 7 Notes to Condensed Consolidated Financial Statements ...................................... 8 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition ........................................................ 14 PART II. OTHER INFORMATION - -------------------------- Item 6. Exhibits and Reports on Form 8-K .......................................................... 24 SIGNATURES ......................................................................................... 25
3 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS NTL Communications Corp. and Subsidiaries Condensed Consolidated Balance Sheets (dollars in millions)
SEPTEMBER 30, DECEMBER 31, 2000 1999 --------------------------------------------------- (unaudited) (see note) ASSETS Current assets: Cash and cash equivalents $ 103.9 $1,070.1 Marketable securities - 5.0 Accounts receivable - trade, less allowance for doubtful accounts of $88.6 (2000) and $83.0 (1999) 276.6 249.9 Other 195.7 66.6 --------------------------------------------------- Total current assets 576.2 1,391.6 Fixed assets, net 5,620.4 5,340.5 Intangible assets, net 2,088.4 2,474.1 Other assets, net of accumulated amortization of $65.7 (2000) and $49.2 (1999) 186.3 296.1 --------------------------------------------------- Total assets $8,471.3 $9,502.3 ===================================================
2 4 NTL Communications Corp. and Subsidiaries Condensed Consolidated Balance Sheets - continued (dollars in millions)
SEPTEMBER 30, DECEMBER 31, 2000 1999 -------------------------------------------------------- (unaudited) (see note) LIABILITIES AND SHAREHOLDER'S EQUITY (DEFICIENCY) Current liabilities: Accounts payable $ 335.0 $ 198.6 Accrued expenses and other 375.3 365.2 Accrued construction costs 139.9 79.3 Due to affiliates 4.5 7.9 Interest payable 66.4 69.1 Deferred revenue 173.3 148.0 Current portion of long-term debt 4.5 82.6 -------------------------------------------------------- Total current liabilities 1,098.9 950.7 Long-term debt 7,931.1 7,598.0 Commitments and contingent liabilities Deferred income taxes 29.6 53.1 Minority interests 22.4 - Shareholder's equity (deficiency): Common stock - $.01 par value; authorized, issued and outstanding 100 shares - - Additional paid-in capital 2,877.7 2,863.7 Accumulated other comprehensive (loss) income (415.2) 2.4 (Deficit) (3,073.2) (1,965.6) -------------------------------------------------------- (610.7) 900.5 -------------------------------------------------------- Total liabilities and shareholder's equity (deficiency) $ 8,471.3 $ 9,502.3 ========================================================
Note: The balance sheet at December 31, 1999 has been derived from the audited financial statements at that date. See accompanying notes. 3 5 NTL Communications Corp. and Subsidiaries Condensed Consolidated Statements of Operations (Unaudited) (dollars in millions)
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, -------------------------------------------------------------------------- 2000 1999 2000 1999 -------------------------------------------------------------------------- REVENUES Residential telecommunications and television $ 240.3 $ 218.4 $ 732.2 $ 583.7 National and international telecommunications 156.1 130.6 457.2 349.2 Broadcast transmission and other 40.7 40.3 122.9 119.9 -------------------------------------------------------------------------- 437.1 389.3 1,312.3 1,052.8 COSTS AND EXPENSES Operating expenses 194.7 184.9 620.5 507.3 Selling, general and administrative expenses 214.1 142.7 537.6 416.1 Franchise fees - 7.7 - 22.3 Other charges 6.0 - 19.7 - Corporate expenses 2.2 6.2 14.1 18.4 Depreciation and amortization 222.4 190.0 677.0 518.4 -------------------------------------------------------------------------- 639.4 531.5 1,868.9 1,482.5 -------------------------------------------------------------------------- Operating (loss) (202.3) (142.2) (556.6) (429.7) OTHER INCOME (EXPENSE) Interest income and other, net (10.3) 6.7 3.5 26.8 Interest expense (178.2) (185.9) (547.8) (484.5) Foreign currency transaction gains (losses) 31.0 33.4 (25.5) 22.5 -------------------------------------------------------------------------- (Loss) before income tax benefit (359.8) (288.0) (1,126.4) (864.9) Income tax benefit 8.2 - 18.8 - -------------------------------------------------------------------------- Net (loss) $ (351.6) $ (288.0) $ (1,107.6) $ (864.9) ==========================================================================
See accompanying notes. 4 6 NTL Communications Corp. and Subsidiaries Condensed Consolidated Statement of Shareholder's Equity (Deficiency) (Unaudited) (dollars in millions)
COMMON STOCK $.01 PAR VALUE SHARES PAR -------------------------------------------------- Balance, December 31, 1999 100 $ - Contributions from NTL (Delaware), Inc. Comprehensive loss: Net loss for the nine months ended September 30, 2000 Currency translation adjustment Total -------------------------------------------------- Balance, September 30, 2000 100 $ - ==================================================
See accompanying notes. 5 7 NTL Communications Corp. and Subsidiaries Condensed Consolidated Statement of Shareholder's Equity (Deficiency) (Unaudited) - continued (dollars in millions)
ACCUMULATED ADDITIONAL OTHER PAID-IN COMPREHENSIVE COMPREHENSIVE CAPITAL LOSS INCOME (LOSS) DEFICIT --------------------------------------------------------------------------- Balance, December 31, 1999 $2,863.7 $ 2.4 $(1,965.6) Contributions from NTL (Delaware), Inc. 14.0 Comprehensive loss: Net loss for the nine months ended September 30, 2000 $ (1,107.6) (1,107.6) Currency translation adjustment (417.6) (417.6) ---------------------- Total $ (1,525.2) --------------------------------------------------------------------------- Balance, September 30, 2000 $2,877.7 $(415.2) $(3,073.2) ===========================================================================
See accompanying notes. 6 8 NTL Communications Corp. and Subsidiaries Condensed Consolidated Statements of Cash Flows (Unaudited) (dollars in millions)
NINE MONTHS ENDED SEPTEMBER 30, --------------------------------------------------- 2000 1999 --------------------------------------------------- Net cash provided by operating activities $ 22.2 $ 20.3 INVESTING ACTIVITIES Acquisitions, net of cash acquired - (473.8) Purchase of marketable securities (3.4) (349.6) Proceeds from sales of marketable securities 8.4 527.2 Cash deposited into escrow for an acquisition - (118.7) Increase in other assets (34.0) (28.0) Purchase of fixed assets (1,143.9) (855.7) --------------------------------------------------- Net cash (used in) investing activities (1,172.9) (1,298.6) FINANCING ACTIVITIES Cash released from escrow 77.5 - Proceeds from borrowings, net of financing costs 168.9 1,125.5 Principal payments (78.6) (25.9) Proceeds from investment in subsidiary 23.9 - Distribution to NTL (Delaware), Inc. - (500.0) Contributions from NTL (Delaware), Inc. 14.0 - Proceeds from exercise of stock options and warrants - 12.2 Proceeds from issuance of preferred stock and warrants - 500.0 --------------------------------------------------- Net cash provided by financing activities 205.7 1,111.8 Effect of exchange rate changes on cash (21.2) 2.6 --------------------------------------------------- (Decrease) in cash and cash equivalents (966.2) (163.9) Cash and cash equivalents at beginning of period 1,070.1 736.3 --------------------------------------------------- Cash and cash equivalents at end of period $ 103.9 $ 572.4 =================================================== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid during the period for interest exclusive of amounts capitalized $ 185.7 $ 140.2 Income taxes paid 1.4 - SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING ACTIVITIES Accretion of dividends and discount on preferred stock $ - $ 8.7 Conversion of Convertible Notes, net of unamortized deferred financing costs - 269.3 Common stock and stock options issued for an acquisition - 978.0
See accompanying notes. 7 9 NTL Communications Corp. and Subsidiaries Notes to Condensed Consolidated Financial Statements (unaudited) NOTE A - BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2000 are not necessarily indicative of the results that may be expected for the year ending December 31, 2000. For further information, refer to the consolidated financial statements and footnotes thereto included in NTL Communications Corp.'s Annual Report on Form 10-K for the year ended December 31, 1999. In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities," which is required to be adopted by the Company effective January 1, 2001. The Company is evaluating the impact that the adoption of SFAS No. 133 will have on its results of operations and financial position. NOTE B - CORPORATE RESTRUCTURING On May 18, 2000, NTL Incorporated completed a corporate restructuring to create a holding company structure. The formation of the holding company is due to NTL Incorporated's acquisition of certain assets of Cable & Wireless Communications plc ("CWC"). The holding company restructuring was accomplished through a merger so that all the stockholders of NTL Incorporated at the effective time of the merger became stockholders of the new holding company, and NTL Incorporated became a subsidiary of the new holding company. The new holding company has taken the name NTL Incorporated and the holding company's subsidiary simultaneously changed its name to NTL (Delaware), Inc. NTL Communications Corp. (the "Company") is a wholly-owned subsidiary of NTL (Delaware), Inc. NOTE C - FIXED ASSETS Fixed assets consist of:
SEPTEMBER 30, DECEMBER 31, 2000 1999 --------------------------------------------------------- (unaudited) (in millions) Operating equipment $4,596.9 $4,859.0 Other equipment 872.2 694.7 Construction-in-progress 1,385.8 668.7 --------------------------------------------------------- 6,854.9 6,222.4 Accumulated depreciation (1,234.5) (881.9) --------------------------------------------------------- $5,620.4 $5,340.5 =========================================================
Depreciation expense for the nine months ended September 30, 2000 and 1999 was $432.6 million and $328.4 million, respectively. Deprecation expense for the three months ended September 30, 2000 and 1999 was $144.0 million and $119.7 million, respectively. 8 10 NTL Communications Corp. and Subsidiaries Notes to Condensed Consolidated Financial Statements (unaudited) (continued) NOTE D - INTANGIBLE ASSETS Intangible assets consist of:
SEPTEMBER 30, DECEMBER 31, 2000 1999 ------------------------------------------------------------- (unaudited) (in millions) Goodwill, net of accumulated amortization of $300.5 (2000) and $183.6 (1999) $1,808.2 $2,089.8 License acquisition costs, net of accumulated amortization of $194.7 (2000) and $141.7 (1999) 160.8 225.0 Customer lists, net of accumulated amortization of $54.7 (2000) and $30.9 (1999) 119.4 159.3 ------------------------------------------------------------- $2,088.4 $2,474.1 =============================================================
In 1999, the Company completed the acquisitions of Diamond Cable Communications Limited, Cablelink Limited and certain broadband cable franchises of British Telecommunications plc. The pro forma unaudited consolidated results of operations for the nine months ended September 30, 1999 assuming consummation of these transactions as of January 1, 1999 is as follows, (in millions):
Total revenue $ 1,112.6 Net (loss) (1,001.4)
Amortization of intangible and other assets charged to expense for the nine months ended September 30, 2000 and 1999 was $244.4 million and $190.0 million, respectively. Amortization of intangible and other assets charged to expense for the three months ended September 30, 2000 and 1999 was $78.4 million and $70.3 million, respectively. 9 11 NTL Communications Corp. and Subsidiaries Notes to Condensed Consolidated Financial Statements (unaudited) (continued) NOTE E - LONG-TERM DEBT Long-term debt consists of:
SEPTEMBER 30, DECEMBER 31, 2000 1999 ------------------------------------------------------- (unaudited) (in millions) NTL Communications: 12-3/4% Senior Deferred Coupon Notes $ 277.8 $ 268.1 11-1/2% Senior Deferred Coupon Notes 1,011.9 930.4 10% Senior Notes 400.0 400.0 9-1/2% Senior Sterling Notes, less unamortized discount 184.4 201.4 10-3/4% Senior Deferred Coupon Sterling Notes 340.4 343.7 9-3/4% Senior Deferred Coupon Notes 1,023.4 952.8 9-3/4% Senior Deferred Coupon Sterling Notes 348.3 354.4 11-1/2% Senior Notes 625.0 625.0 12-3/8% Senior Deferred Coupon Notes 313.9 287.0 7% Convertible Subordinated Notes 599.3 599.3 Variable Rate Redeemable Guaranteed Loan Notes - 76.8 9-1/4% Senior Euro Notes 220.9 252.3 9-7/8% Senior Euro Notes 309.3 353.2 11-1/2% Senior Deferred Coupon Euro Notes 117.0 123.1 NTL Triangle: 11.2% Senior Discount Debentures 510.5 467.3 Other 5.5 8.0 NTL Communications Limited: Credit Agreement 163.0 - Diamond: 13-1/4% Senior Discount Notes 285.1 285.1 11-3/4% Senior Discount Notes 518.7 476.2 10-3/4% Senior Discount Notes 364.2 336.9 10% Senior Sterling Notes 199.6 218.1 9-1/8% Senior Notes 110.0 110.0 Other 7.4 11.5 ------------------------------------------------------- 7,935.6 7,680.6 Less current portion 4.5 82.6 ------------------------------------------------------- $ 7,931.1 $ 7,598.0 =======================================================
10 12 NTL Communications Corp. and Subsidiaries Notes to Condensed Consolidated Financial Statements (unaudited) (continued) NOTE E - LONG-TERM DEBT (CONTINUED) In May 2000, NTL Communications Limited ("NTLCL"), a wholly-owned indirect subsidiary of the Company and NTL Business Limited ("NTL Business"), a wholly-owned subsidiary of NTL (Delaware), Inc., entered into a Pound Sterling2,500.0 million ($3,696.8) credit agreement in connection with the acquisition by NTL Incorporated of the consumer cable telephone, Internet and television operations of CWC in the United Kingdom ("ConsumerCo"). As of September 30, 2000, NTLCL had Pound Sterling110.2 million ($163.0 million) outstanding under the credit agreement. Interest is payable at least every six months at LIBOR plus a margin rate of 2.25% per annum, which is subject to adjustment based on the ratio of EBITDA to finance charges of the UK Group. The effective interest rate at September 30, 2000 was 8.34%. As of September 30, 2000, NTL Business (which is not a subsidiary of the Company) had Pound Sterling1,902.3 million ($2,813.0 million) outstanding under this agreement. The unused portion of the commitment is available for refinancing ConsumerCo indebtedness and for working capital requirements of the UK Group. For purposes of this credit agreement, Diamond Cable Communications Limited and subsidiaries, NTL (Triangle) LLC and subsidiaries and certain other entities are excluded from the UK Group. The unused portion of the commitment is subject to a commitment fee of 0.75% payable quarterly, which is reduced to 0.50% when over 50% of the commitment is utilized. Principal is due in six quarterly installments beginning on June 30, 2004. The credit agreement contains various financial and other covenants with respect to the UK Group, and restrictions on dividends and distributions by the UK Group. NTLCL entered into a Pound Sterling1,300.0 million ($1,922.3 million) credit agreement with a group of banks dated May 30, 2000. Pursuant to the credit agreement, in connection with the issuance in October 2000 of $500.0 million aggregate principal amount of the Company's 11-7/8% notes, the commitment has been reduced by Pound Sterling161.8 million ($239.3 million). As of September 30, 2000, there were no amounts borrowed under this agreement. NTLCL and other members of the UK Group (as defined above) may utilize the proceeds under this credit agreement to finance the working capital requirements of the UK Group, provided that in no event shall the proceeds be used for a purpose other than to finance the construction, capital expenditure and working capital needs of a cable television or telephone or telecommunications business, or a related business, in the United Kingdom or Ireland. Interest is payable at least every six months at LIBOR plus a margin rate of 4.5% per annum. The margin rate shall increase by 0.5% on the three month anniversary of the initial advance and by an additional 0.5% on each subsequent three month anniversary, up to a maximum total interest rate of 16% per annum. The unused portion of the commitment is subject to a commitment fee of 0.75% payable quarterly. Principal is due in full on March 31, 2006. The credit agreement contains various financial and other covenants with respect to the UK Group, and restrictions on dividends and distributions by the UK Group. In March 2000, the Company redeemed in full its Variable Rate Redeemable Guaranteed Loan Notes, principal amount of IRPound Sterling60.0 million ($67.3 million), plus accrued and unpaid interest using cash held in escrow. NOTE F - COMPREHENSIVE LOSS The Company's comprehensive loss for the three months ended September 30, 2000 and 1999 was $(476.5) million and $(86.9) million, respectively. The Company's comprehensive loss for the nine months ended September 30, 2000 and 1999 was $(1,525.2) million and $(872.2) million, respectively. 11 13 NTL Communications Corp. and Subsidiaries Notes to Condensed Consolidated Financial Statements (unaudited) (continued) NOTE G - SEGMENT DATA
RESIDENTIAL TELECOMS CORPORATE AND NATIONAL AND BROADCAST TELEVISION TELECOMS OTHER TOTAL --------------------------------------------------------------------------------------- (in millions) Nine months ended September 30, 2000 Revenues $122.9 $ 732.2 $ 457.2 $ - $1,312.3 EBITDA (1) 71.2 195.3 187.0 (299.3) 154.2 Nine months ended September 30, 1999 Revenues $119.9 $ 583.7 $ 349.2 $ - $1,052.8 EBITDA (1) 76.4 163.6 89.4 (200.0) 129.4 Total assets September 30, 2000 $235.6 $5,319.8 $1,410.6 $1,505.3 $8,471.3 December 31, 1999 281.7 5,978.5 1,078.5 2,163.6 9,502.3
(1) Represents earnings before interest, taxes, depreciation and amortization, corporate expenses, franchise fees, other charges and foreign currency transaction gains (losses). The reconciliation of segment combined EBITDA to loss before income tax benefit is as follows:
NINE MONTHS ENDED SEPTEMBER 30, --------------------------------------------------------------- 2000 1999 --------------------------------------------------------------- (in millions) Segment combined EBITDA $ 154.2 $ 129.4 (Add) deduct: Franchise fees - 22.3 Other charges 19.7 - Corporate expenses 14.1 18.4 Depreciation and amortization 677.0 518.4 Interest income and other, net (3.5) (26.8) Interest expense 547.8 484.5 Foreign currency transaction (gains) losses 25.5 (22.5) --------------------------------------------------------------- 1,280.6 994.3 --------------------------------------------------------------- (Loss) before income tax benefit $(1,126.4) $ (864.9) ===============================================================
12 14 NTL Communications Corp. and Subsidiaries Notes to Condensed Consolidated Financial Statements (unaudited) (continued) NOTE H - COMMITMENTS AND CONTINGENT LIABILITIES At September 30, 2000, the Company was committed to pay approximately $135.0 million for equipment and services. The Company is involved in certain disputes and litigation arising in the ordinary course of its business. None of these matters are expected to have a material adverse effect on the Company's financial position, results of operations or cash flows. NOTE I - SUBSEQUENT EVENT In October 2000, the Company issued $500.0 million principle amount 11-7/8% Senior Notes due 2010. The Notes were issued at a price of 97.872% of the aggregate principal amount at maturity or $489.4 million. The underwriters' discount and commissions were $11.3 million. Interest is payable semiannually in cash at the rate of 11-7/8% per annum beginning on April 1, 2001. The Notes may be redeemed at the Company's option, in whole or in part, at any time on or after October 1, 2005. Also in October 2000, Pound Sterling110.6 million ($163.5 million) of the principal amount outstanding under the NTL Business and NTLCL credit agreement was repaid. 13 15 NTL Communications Corp. and Subsidiaries ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION. The following table shows the cable television and telephony customer statistics for NTL in the United Kingdom and Ireland:
=========================================================================================================================== CABLE TELEVISION AND TELEPHONY CUSTOMERS AS OF SEPTEMBER 30, 2000 - --------------------------------------------------------------------------------------------------------------------------- "Original" 1998 Cablelink and UK and Ireland NTL(1) Acquisitions (2) BT Cable (3) Consolidated - --------------------------------------------------------------------------------------------------------------------------- Homes in franchise (4) 2,090,000 3,037,600 640,500 5,768,100 - --------------------------------------------------------------------------------------------------------------------------- Homes passed 1,423,500 2,427,500 605,500 4,456,500 - --------------------------------------------------------------------------------------------------------------------------- Homes marketed (Tel.) 1,230,500 2,101,600 1,000 3,333,100 - --------------------------------------------------------------------------------------------------------------------------- Homes marketed (CATV) 1,230,500 2,161,900 560,600 3,953,000 - --------------------------------------------------------------------------------------------------------------------------- Total customers (5) 615,000 893,500 432,000 1,940,500 - --------------------------------------------------------------------------------------------------------------------------- Dual 566,800 518,600 200 1,085,600 - --------------------------------------------------------------------------------------------------------------------------- Telephone-only (5) 24,300 288,500 0 312,800 - --------------------------------------------------------------------------------------------------------------------------- Cable-only 23,900 86,400 431,800 542,100 - --------------------------------------------------------------------------------------------------------------------------- Total RGUs(6) 1,181,800 1,412,100 432,200 3,026,100 - --------------------------------------------------------------------------------------------------------------------------- Net adds (customers) (7) 18,800 32,300 7,900 59,000 - --------------------------------------------------------------------------------------------------------------------------- Net adds (RGUs) (7) 35,200 79,000 8,100 122,300 - --------------------------------------------------------------------------------------------------------------------------- Customer penetration 50.0% 41.3% 77.1% 49.1% - --------------------------------------------------------------------------------------------------------------------------- RGU penetration 96.0% 65.3% 77.1% 76.6% - --------------------------------------------------------------------------------------------------------------------------- Telephone penetration 48.0% 38.4% 20.0% 42.0% - --------------------------------------------------------------------------------------------------------------------------- Cable penetration 48.0% 28.0% 77.1% 41.2% ===========================================================================================================================
(1) Data for franchises which NTL has been developing since 1993. (2) Data for the following franchises: Triangle, ComTel and Diamond Cable. (3) Data for Cablelink (Ireland) and BT Cable (Westminster / Milton Keynes). (4) Franchise home information from The Media Map Datafile 2000. (5) Excludes approximately 44,000 off-net telephony customers and over 1.25 million Internet customers. (6) An RGU is one cable television account or one telephone account; a dual customer generates two RGUs. (7) Total additional customers and RGUs, respectively, as compared to June 30, 2000. 14 16 NTL Communications Corp. and Subsidiaries The following table shows the Internet statistics for operations wholly-owned by NTL:
================================================================================================ INTERNET CUSTOMERS AS OF SEPTEMBER 30, 2000 - ------------------------------------------------------------------------------------------------ ntlworld & NTL DIRECT UK WHOLESALE TOTAL NTL - ------------------------------------------------------------------------------------------------ Internet customers 399,400 853,500 1,252,900 ================================================================================================
15 17 NTL Communications Corp. and Subsidiaries On May 18, 2000, NTL Incorporated completed a corporate restructuring to create a holding company structure. The holding company restructuring was accomplished through a merger so that all the stockholders of NTL Incorporated at the effective time of the merger became stockholders of the new holding company, and NTL Incorporated became a subsidiary of the new holding company. The new holding company has taken the name NTL Incorporated and the holding company's subsidiary simultaneously changed its name to NTL (Delaware), Inc. NTL Communications Corp. ("the Company") is a wholly-owned subsidiary of NTL (Delaware), Inc. RESULTS OF OPERATIONS As a result of the completion of the acquisitions of Diamond Cable Communications Limited ("Diamond") in March 1999 and Cablelink Limited ("Cablelink") in July 1999, the Company consolidated the results of operations of these businesses from the dates of acquisition. On November 2, 2000, the Company announced the completion of a consolidation review. Based on a comprehensive review of the combined company following the acquisition of ConsumerCo and the integration of several other acquired businesses over the last 18 months, the Company identified significant efficiency improvements and cost savings. These include the elimination of duplicate technologies and processes, consolidation of support functions and reductions in levels of management. Approximately 1,300 roles will become redundant over the next 15 months as part of the cost savings. The Company expects to realize the cost savings beginning in the latter half of 2001. The Company expects to incur a restructuring charge in fiscal 2000 as a result of this review, although to date the Company is still in the process of finalizing this charge. Three Months Ended September 30, 2000 and 1999 - ---------------------------------------------- Residential telecommunications and television revenues increased to $240.3 million from $218.4 million as a result of acquisitions and from customer growth that increased the Company's current revenue stream. The 2000 and 1999 revenue includes $58.6 million and $52.1 million, respectively, from acquired companies. The Company expects its customer base to continue to increase which will drive further revenue growth as the Company continues to connect customers to its broadband network. The Company also expects revenue growth from the continuing rollout of its cable modem and digital cable television services. National and international telecommunications revenues increased to $156.1 million from $130.6 million as a result of acquisitions and from increases in business telecommunications revenues, Internet services revenues and carrier services revenues. The 2000 and 1999 revenue includes $11.2 million and $10.1 million, respectively, from acquired companies. Business telecommunications and Internet services revenues increased primarily as a result of customer growth. The Company expects its business telecommunications and Internet services customer base to continue to increase, which will drive further revenue growth. The Company continues to focus specific sales and marketing effort on business customers and for Internet services in its completed network. Carrier services revenues increased due to growth in voice, video and data services provided by the Company's wholesale operation to broadcasters and telephone companies, respectively. Revenue growth in carrier services is primarily dependent upon the Company's ability to continue to attract new customers and expand services to existing customers. Broadcast transmission and other revenues increased to $40.7 million from $40.3 million due to increases in broadcast television and FM radio customers and accounts, which exceeded price cap reductions in the Company's regulated services. This revenue increase was Pound Sterling2.4 million but was reduced by exchange rate fluctuations. The Company expects its digital broadcasting services to increase in the future. 16 18 NTL Communications Corp. and Subsidiaries Operating expenses increased to $194.7 million from $184.9 million primarily as a result of costs from acquired business. The 2000 and 1999 expense includes $36.3 million and $25.6 million, respectively, from acquired companies. Selling, general and administrative expenses increased to $214.1 million from $142.7 million as a result of increases in telecommunications and CATV sales and marketing costs and increases in additional personnel and overhead to service the increasing customer base. The 2000 and 1999 expense includes $33.4 million and $16.9 million, respectively, from acquired companies. Pursuant to the terms of various United Kingdom licenses, the Company incurred license fees paid to the Independent Television Commission ("ITC") to operate as the exclusive service provider in certain of its franchise areas. Upon a request by the Company in 1999, the ITC converted all of the Company's fee bearing exclusive licenses to non-exclusive licenses at the end of 1999, and the Company's liability for license payments ceased upon the conversion. Franchise fees were $7.7 million in 1999. One of the Company's major costs has been for the integration of acquired companies' information technology systems, while simultaneously upgrading them for digital television, interactive services and video-on-demand. Other charges of $6.0 million in 2000 were incurred for this integration effort. Corporate expenses decreased to $2.2 million from $6.2 million due to a decrease in various overhead costs. Depreciation and amortization expense increased to $222.4 million from $190.0 million due to an increase in depreciation of telecommunications and CATV equipment. The 2000 and 1999 expense includes $63.0 million and $59.3 million, respectively, from acquired companies, including amortization of acquisition related intangibles. Interest income and other, net decreased to expense of $10.3 million from income of $6.7 million as a result of increases in the net losses of affiliates accounted for by the equity method and decreases in interest income. Interest expense decreased to $178.2 million from $185.9 million due to an increase in capitalized interest offset by the issuance of additional debt, and the increase in the accretion of original issue discount on the deferred coupon notes. The 2000 and 1999 expense includes $41.4 million and $40.3 million, respectively, related to acquisitions. Interest of $92.2 million and $79.9 million was paid in the three months ended September 30, 2000 and 1999, respectively. Foreign currency transaction gains decreased to $31.0 million from $33.4 million primarily due to the effect of unfavorable changes in exchange rates. The Company's results of operations are impacted by changes in foreign currency exchange rates as follows. The Company has cash, cash equivalents and debt denominated in foreign currencies that are effected by changes in exchange rates. In addition, foreign subsidiaries of the Company whose functional currency is not the U.S. dollar hold cash, cash equivalents and debt denominated in U.S. dollars which are effected by changes in exchange rates. 17 19 NTL Communications Corp. and Subsidiaries Nine Months Ended September 30, 2000 and 1999 - --------------------------------------------- Residential telecommunications and television revenues increased to $732.2 million from $583.7 million as a result of acquisitions and from customer growth that increased the Company's current revenue stream. The 2000 and 1999 revenue includes $179.3 million and $101.4 million, respectively, from acquired companies. The Company expects its customer base to continue to increase which will drive further revenue growth as the Company continues to connect customers to its broadband network. The Company also expects revenue growth from the continuing rollout of its cable modem and digital cable television services. National and international telecommunications revenues increased to $457.2 million from $349.2 million as a result of acquisitions and from increases in business telecommunications revenues, Internet services revenues and carrier services revenues. The 2000 and 1999 revenue includes $35.4 million and $22.7 million, respectively, from acquired companies. Business telecommunications and Internet services revenues increased primarily as a result of customer growth. The Company expects its business telecommunications and Internet services customer base to continue to increase, which will drive further revenue growth. The Company continues to focus specific sales and marketing effort on business customers and for Internet services in its completed network. Carrier services revenues increased due to growth in voice, video and data services provided by the Company's wholesale operation to broadcasters and telephone companies, respectively. Revenue growth in carrier services is primarily dependent upon the Company's ability to continue to attract new customers and expand services to existing customers. Broadcast transmission and other revenues increased to $122.9 million from $119.9 million due to increases in broadcast television and FM radio customers and accounts, which exceeded price cap reductions in the Company's regulated services. The Company expects its digital broadcasting services to increase in the future. Operating expenses increased to $620.5 million from $507.3 million as a result of increases in interconnection costs and programming costs due to customer growth. The 2000 and 1999 expense includes $86.2 million and $47.2 million, respectively, from acquired companies. Selling, general and administrative expenses increased to $537.6 million from $416.1 million as a result of increases in telecommunications and CATV sales and marketing costs and increases in additional personnel and overhead to service the increasing customer base. The 2000 and 1999 expense includes $90.7 million and $37.6 million, respectively, from acquired companies. Pursuant to the terms of various United Kingdom licenses, the Company incurred license fees paid to the ITC to operate as the exclusive service provider in certain of its franchise areas. Upon a request by the Company in 1999, the ITC converted all of the Company's fee bearing exclusive licenses to non-exclusive licenses at the end of 1999, and the Company's liability for license payments ceased upon the conversion. Franchise fees were $22.3 million in 1999. One of the Company's major costs has been for the integration of acquired companies' information technology systems, while simultaneously upgrading them for digital television, interactive services and video-on-demand. Other charges of $19.7 million in 2000 were incurred for this integration effort. 18 20 NTL Communications Corp. and Subsidiaries Corporate expenses decreased to $14.1 million from $18.4 million due to a decrease in various overhead costs. Depreciation and amortization expense increased to $677.0 million from $518.4 million due to an increase in depreciation of telecommunications and CATV equipment. The 2000 and 1999 expense includes $191.4 million and $136.1 million, respectively, from acquired companies, including amortization of acquisition related intangibles. Interest income and other, net decreased to $3.5 million from $26.8 million as a result of increases in net losses of affiliates accounted for by the equity method and decreases in interest income. Interest expense increased to $547.8 million from $484.5 million due to the issuance of additional debt, and the increase in the accretion of original issue discount on the deferred coupon notes. The 2000 and 1999 expense includes $123.2 million and $92.6 million, respectively, related to acquisitions. Interest of $242.3 million and $172.1 million was paid in the nine months ended September 30, 2000 and 1999, respectively. Foreign currency transaction gains (losses) decreased to a loss of $25.5 million from a gain of $22.5 million primarily due to the effect of unfavorable changes in the exchange rates. The Company's results of operations are impacted by changes in foreign currency exchange rates as follows. The Company has cash, cash equivalents and debt denominated in foreign currencies that are effected by changes in exchange rates. In addition, foreign subsidiaries of the Company whose functional currency is not the U.S. dollar hold cash, cash equivalents and debt denominated in U.S. dollars which are effected by changes in exchange rates. LIQUIDITY AND CAPITAL RESOURCES The Company will continue to require significant amounts of capital to finance construction of its local and national networks, for connection of telephone, telecommunications, Internet and CATV customers to the networks, for other capital expenditures and for debt service. The Company estimates that these requirements, net of cash from operations, will aggregate up to approximately $1,400.0 million from October 1, 2000 to September 30, 2001. The Company's commitments at September 30, 2000 for equipment and services through September 30, 2001 are included in the anticipated requirements. The Company had $103.9 million in cash on hand at September 30, 2000. The Company expects to fund the balance of these requirements with the proceeds from the issuance of notes in October 2000, borrowings under the NTL Communications Limited ("NTLCL") and NTL Business Limited ("NTL Business") credit agreement, borrowings under the NTLCL Pound Sterling1,300.0 million ($1,922.3 million) credit agreement or through the issuance of debt or equity to NTL (Delaware), Inc. In October 2000, the Company issued $500.0 million principal amount of 11-7/8% Senior Notes due 2010. The Notes were issued at a price of 97.872% of the aggregate principal amount at maturity or $489.4 million. The underwriters' discount and commissions were $11.3 million. Interest is payable semiannually in cash at the rate of 11-7/8% per annum beginning on April 1, 2001. The Notes may be redeemed at the Company's option, in whole or in part, at any time on or after October 1, 2005. Also in October 2000, Pound Sterling110.6 million ($163.5 million) of the principal amount outstanding under the NTLCL and NTL Business credit agreement was repaid. 19 21 NTL Communications Corp. and Subsidiaries NTLCL, a wholly-owned indirect subsidiary of the Company and NTL Business, a wholly-owned subsidiary of NTL (Delaware), Inc., have the option to draw on the unused portion of the Pound Sterling2,500.0 million ($3,696.8) commitment amounting to Pound Sterling586.7 million ($867.6) at October 31, 2000. The unused portion of the commitment is available for refinancing ConsumerCo indebtedness and for working capital requirements of the UK Group, as defined. For purposes of this credit agreement, Diamond Cable Communications Limited and subsidiaries, NTL (Triangle) LLC and subsidiaries and certain other entities are excluded from the UK Group. NTLCL entered into a Pound Sterling1,300.0 million ($1,922.3 million) credit agreement with a group of banks dated May 30, 2000. Pursuant to the credit agreement, in connection with the issuance in October 2000 of $500.0 million aggregate principal amount of the Company's 11-7/8% notes, the commitment has been reduced by Pound Sterling161.8 million ($239.3 million). As of September 30, 2000, there were no amounts borrowed under this agreement. NTLCL and other members of the UK Group may utilize the proceeds under this credit agreement to finance the working capital requirements of the UK Group (as defined above), provided that in no event shall the proceeds be used for a purpose other than to finance the construction, capital expenditure and working capital needs of a cable television or telephone or telecommunications business, or a related business, in the United Kingdom or Ireland. Interest is payable at least every six months at LIBOR plus a margin rate of 4.5% per annum. The margin rate shall increase by 0.5% on the three month anniversary of the initial advance and by an additional 0.5% on each subsequent three month anniversary, up to a maximum total interest rate of 16% per annum. The unused portion of the commitment is subject to a commitment fee of 0.75% payable quarterly. Principal is due in full on March 31, 2006. Regarding the Company's estimated cash requirements described above, there can be no assurance that: (a) actual construction costs will not exceed the amounts estimated or that additional funding substantially in excess of the amounts estimated will not be required, (b) conditions precedent to advances under credit facilities will be satisfied when funds are required, (c) the Company and its subsidiaries will be able to generate sufficient cash from operations to meet capital requirements, debt service and other obligations when required, (d) the Company will be able to access such cash flow, or (e) the Company will not incur losses from its exposure to exchange rate fluctuations or be adversely affected by interest rate fluctuations. The Company is highly leveraged. The accreted value at September 30, 2000 of the Company's consolidated long-term indebtedness is $7,931.1 million, representing approximately 108.3% of total capitalization. The following summarizes the terms of those notes issued by the Company and its subsidiaries. NTL Communications: (1) 12-3/4% Senior Deferred Coupon Notes due April 15, 2005, principal amount at maturity of $277.8 million, interest payable semiannually beginning on October 15, 2000, redeemable at the Company's option on or after April 15, 2000; (2) 11-1/2% Senior Deferred Coupon Notes due February 1, 2006, principal amount at maturity of $1,050.0 million, interest payable semiannually beginning on August 1, 2001, redeemable at the Company's option on or after February 1, 2001; 20 22 NTL Communications Corp. and Subsidiaries (3) 10% Senior Notes due February 15, 2007, principal amount at maturity of $400.0 million, interest payable semiannually from August 15, 1997, redeemable at the Company's option on or after February 15, 2002; (4) 9-1/2% Senior Sterling Notes due April 1, 2008, principal amount at maturity of Pound Sterling125.0 million ($184.8 million), interest payable semiannually from October 1, 1998, redeemable at the Company's option on or after April 1, 2003; (5) 10-3/4% Senior Deferred Coupon Sterling Notes due April 1, 2008, principal amount at maturity of Pound Sterling300.0 million ($443.6 million), interest payable semiannually beginning on October 1, 2003, redeemable at the Company's option on or after April 1, 2003; (6) 9-3/4% Senior Deferred Coupon Notes due April 1, 2008, principal amount at maturity of $1,300.0 million, interest payable semiannually beginning on October 1, 2003, redeemable at the Company's option on or after April 1, 2003; (7) 9-3/4% Senior Deferred Coupon Sterling Notes due April 15, 2009, principal amount at maturity of Pound Sterling330.0 million ($488.0 million), interest payable semiannually beginning on October 15, 2004, redeemable at the Company's option on or after April 15, 2004; (8) 11-1/2% Senior Notes due October 1, 2008, principal amount at maturity of $625.0 million, interest payable semiannually from April 1, 1999, redeemable at the Company's option on or after October 1, 2003; (9) 12-3/8% Senior Deferred Coupon Notes due October 1, 2008, principal amount at maturity of $450.0 million, interest payable semiannually beginning on April 1, 2004, redeemable at the Company's option on or after October 1, 2003; (10) 7% Convertible Subordinated Notes due December 15, 2008, principal amount at maturity of $599.3 million, interest payable semiannually from June 15, 1999, convertible into shares of the Company's common stock at a conversion price of $39.20 per share, redeemable at the Company's option on or after December 15, 2001; (11) 9-1/4% Senior Euro Notes due November 15, 2006, principal amount at maturity of EURO250.0 million ($220.9 million), interest payable semiannually from May 15, 2000; (12) 9-7/8% Senior Euro Notes due November 15, 2009, principal amount at maturity of EURO350.0 million ($309.3 million), interest payable semiannually from May 15, 2000, redeemable at the Company's option on or after November 15, 2004; (13) 11-1/2% Senior Deferred Coupon Euro Notes due November 15, 2009, principal amount at maturity of EURO210.0 million ($185.6 million), interest payable semiannually beginning on May 15, 2005, redeemable at the Company's option on or after November 15, 2004; 21 23 NTL Communications Corp. and Subsidiaries NTL Triangle: (14) 11.2% Senior Discount Debentures due November 15, 2007, principal amount at maturity of $517.3 million, interest payable semiannually beginning on May 15, 2001, redeemable at NTL Triangle's option after November 15, 2000; NTLCL: (15) Credit Agreement along with NTL Business (which is not a subsidiary of the Company) of Pound Sterling2,500.0 million ($3,696.8 million) of which Pound Sterling2,012.5 million ($2,976.0 million) was outstanding at September 30, 2000, the NTLCL portion was Pound Sterling110.2 million ($163.0 million), interest payable at least every six months at LIBOR plus a margin rate of 2.25% per annum, which is subject to adjustment, effective interest rate on the aggregate outstanding amount at September 30, 2000 was 8.32%, the unused portion of the commitment is subject to a commitment fee of 0.75% payable quarterly, which is reduced to 0.50% when over 50% of the commitment is utilized, principal is due in six quarterly installments beginning on June 30, 2004; Diamond: (16) 13-1/4% Senior Discount Notes due September 30, 2004, principal amount at maturity of $285.1 million, interest payable semiannually from June 30, 2000, redeemable at Diamond's option after September 30, 1999; (17) 11-3/4% Senior Discount Notes due December 15, 2005, principal amount at maturity of $531.0 million, interest payable semiannually beginning on June 15, 2001, redeemable at Diamond's option on or after December 15, 2000; (18) 10-3/4% Senior Discount Notes due February 15, 2007, principal amount at maturity of $420.5 million, interest payable semiannually beginning on August 15, 2002, redeemable at Diamond's option on or after December 15, 2002; (19) 10% Senior Sterling Notes due February 1, 2008, issued by Diamond Holdings plc, a wholly-owned subsidiary of Diamond, principal amount at maturity of Pound Sterling135.0 million ($199.6 million), interest payable semiannually from August 1, 1998, redeemable at Diamond's option on or after February 1, 2003 and; (20) 9-1/8% Senior Notes due February 1, 2008, issued by Diamond Holdings plc, principal amount at maturity of $110.0 million, interest payable semiannually from August 1, 1998, redeemable at Diamond's option on or after February 1, 2003. Management does not anticipate that the Company and its subsidiaries will generate sufficient cash flow from operations to repay at maturity the entire principal amount of the outstanding indebtedness of the Company and its subsidiaries. Accordingly, the Company may be required to consider a number of measures, including: (a) refinancing all or a portion of such indebtedness, (b) seeking modifications to the terms of such indebtedness, (c) seeking additional debt financing, which may be subject to obtaining necessary lender consents, (d) seeking additional equity financing, or (e) a combination of the foregoing. 22 24 NTL Communications Corp. and Subsidiaries The Company's operations are conducted through its direct and indirect wholly-owned subsidiaries. As a holding company, the Company holds no significant assets other than cash and its investments in and advances to its subsidiaries. Accordingly, the Company's ability to make scheduled interest and principal payments when due to holders of its indebtedness may be dependent upon the receipt of sufficient funds from its subsidiaries. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Cash provided by operating activities was $22.2 million and $20.3 million in the nine months ended September 30, 2000 and 1999, respectively. This change is primarily due to changes in working capital as a result of the timing of receipts and disbursements. Purchases of fixed assets were $1,143.9 million in 2000 and $855.7 million in 1999 as a result of the continuing fixed asset purchases and construction, including purchases and construction by acquired companies. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 Certain statements contained herein constitute "forward-looking statements" 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 the following: general economic and business conditions, the Company's 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, as well as assumptions about customer acceptance, churn rates, overall market penetration and competition from providers of alternative services, the impact of new business opportunities requiring significant up-front investment, and availability, terms and deployment of capital. 23 25 NTL Communications Corp. and Subsidiaries PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. 27. Financial Data Schedule (b) Reports on Form 8-K. During the quarter ended September 30, 2000, the Company filed the following current reports on Form 8-K: (i) Report dated August 3, 2000 (filed August 7, 2000) reporting under Item 5, Other Events, that NTL Incorporated announced its preliminary operating statistics for its residential services for the quarter ended June 30, 2000. (ii) Report dated September 25, 2000 (filed September 26, 2000) reporting under Item 5, Other Events, that the Company had launched an issue of $500.0 million of Senior Notes due 2010. No financial statements were filed with these reports. 24 26 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. NTL COMMUNICATIONS CORP. Date: November 13, 2000 By: /s/ Barclay Knapp ------------------------- Barclay Knapp President and Chief Executive Officer Date: November 13, 2000 By: /s/ Gregg N. Gorelick -------------------------- Gregg N. Gorelick Vice President-Controller (Principal Accounting Officer) 25 EX-27 2 y42524ex27.txt FINANCIAL DATA SCHEDULE
5 9-MOS DEC-31-2000 JAN-01-2000 SEP-30-2000 103,900,000 0 365,200,000 (88,600,000) 0 195,700,000 6,854,900,000 (1,234,500,000) 8,471,300,000 1,098,900,000 7,931,100,000 0 0 0 (610,700,000) 8,471,300,000 0 732,200,000 0 620,500,000 571,400,000 0 547,800,000 (1,126,400,000) 18,800,000 (1,107,600,000) 0 0 0 (1,107,600,000) (0.00) (0.00)
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