Exhibit 99.1
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
CASE NO.: 03-14358 (BRL)
CHAPTER 11
DEBTOR: UPC POLSKA, INC.
MONTHLY OPERATING STATEMENT FOR THE PERIOD FROM JULY 7, 2003
TO JULY 31, 2003
DEBTOR’S ADRESS: 4643 ULSTER STREET, SUITE 1300, DENVER, COLORADO
MONTHLY DISBURSEMENTS: $0
DEBTOR’S ATTORNEY: BAKER & McKENZIE
MONTHLY OPERATING PROFIT/ (LOSS): $0
REPORT PREPARER: Joanna Nieckarz
The undersigned, having reviewed the attached report and being familiar with the Debtor’s financial affairs, verifies under penalty of perjury, that the information contained therein is complete, accurate and truthful to the best of my knowledge.
DATE: September 2, 2003 |
| /s/ Joanna Nieckarz | |
| Name: | Joanna Nieckarz | |
| Title: | Chief Financial Officer | |
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UPC POLSKA, INC.
(DEBTOR-IN-POSSESION)
PARENT ONLY FINANCIAL STATEMENTS
BALANCE SHEET
(STATED IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE DATA)
(UNAUDITED)
|
| As of July 31, |
| |
ASSETS |
|
|
| |
Cash and cash equivalents |
| $ | 35,833 |
|
Due from the Company’s affiliates |
| 211,424 |
| |
Other current assets |
| 72 |
| |
Investments in affiliated companies |
| 22 |
| |
Total assets |
| $ | 247,351 |
|
|
|
|
| |
LIABILITIES AND SHAREHOLDERS’ DEFICIT |
|
|
| |
|
|
|
| |
Liabilities not subject to compromise: |
|
|
| |
Accounts payable and accrued expenses |
| $ | 744 |
|
Total liabilities not subject to compromise |
| 744 |
| |
|
|
|
| |
Liabilities subject to compromise: |
|
|
| |
Accounts payable and accrued expenses |
| 400 |
| |
Due to UPC and its affiliates |
| 4,190 |
| |
Notes payable and accrued interest to RCI |
| 6,139 |
| |
Notes payable and accrued interest to UPC and its affiliates (1) |
| 481,737 |
| |
Current portion of long term Bonds payable |
| 456,992 |
| |
Total liabilities subject to compromise |
| 949,458 |
| |
|
|
|
| |
Total liabilities |
| 950,202 |
| |
|
|
|
| |
Stockholder’s deficit: |
|
|
| |
Common stock, $.01 par value; 1,000 shares authorized, issued and outstanding as of July 31, 2003 |
| — |
| |
Paid-in capital |
| 933,151 |
| |
Accumulated deficit |
| (1,636,002 | ) | |
Total stockholder’s deficit |
| (702,851 | ) | |
|
|
|
| |
Total liabilities and stockholder’s deficit |
| $ | 247,351 |
|
The accompanying notes are an integral part to these financial statements.
(1) Notes payable and accrued interest to UPC and its affiliates include unpaid accrued and capitalized interest owing to UPC Telecom and Belmarken of $141.2 million.
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UPC POLSKA, INC.
(DEBTOR-IN-POSSESION)
PARENT ONLY FINANCIAL STATEMENTS
STATEMENT OF OPERATIONS
(STATED IN THOUSANDS OF U.S. DOLLARS)
(UNAUDITED)
|
| For the |
| |
|
|
|
| |
Operating income/(loss) |
| — |
| |
|
|
|
| |
Interest and investment income, third party |
| 2 |
| |
Interest and investment income, affiliated companies (1) |
| 3,456 |
| |
Valuation provision for receivables due from affiliates |
| (2,240 | ) | |
Foreign exchange loss, net (2) |
| (1,238 | ) | |
Non-operating income/(expense), net |
| 41 |
| |
|
|
|
| |
Loss before income taxes and reorganization items |
| 21 |
| |
|
|
|
| |
Reorganization items |
|
|
| |
Professional fees |
| (581 | ) | |
Bond valuation (3) |
| 19,545 |
| |
Total reorganization items |
| 18,964 |
| |
|
|
|
| |
Income before income taxes |
| 18,985 |
| |
|
|
|
| |
Income tax expense |
| — |
| |
|
|
|
| |
Net income |
| $ | 18,985 |
|
The accompanying notes are an integral part to these financial statements.
(1) Interest and investment income from affiliated companies relates to the accrual of interest on the loans to affiliated companies. The interest income is added to the outstanding loan balances and is payable at the maturity of the loans.
(2) Foreign exchange loss, net relates to unrealized currency exchange losses on the Company’s loans to affiliated companies. The foreign exchange loss, net is a non-cash loss.
(3) Prior to the Petition Date, the Company’s 2008, 2009 and Series C Senior Discount Notes (reflected as Bonds payable on the balance sheet) were carried on the Company’s books at an amount higher than accreted value as a result of purchase accounting adjustments recorded when UPC N.V. acquired the Company. The Bond valuation amount reflects the write-down of these notes to their accreted value on the Petition Date.
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UPC POLSKA, INC.
(DEBTOR-IN-POSSESION)
PARENT ONLY FINANCIAL STATEMENTS
CASH FLOW STATEMENT
(STATED IN THOUSANDS OF U.S. DOLLARS)
(UNAUDITED)
|
| For the period |
| |
Cash flows from operating activities: |
|
|
| |
Net income |
| $ | 18,985 |
|
|
|
|
| |
Adjustments to reconcile net income to net cash used in operating activities: |
|
|
| |
Valuation provision for receivables due from affiliates |
| 2,240 |
| |
Unrealized foreign exchange loss |
| 1,238 |
| |
Bond valuation |
| (19,545 | ) | |
Other |
| (1 | ) | |
Changes in operating assets and liabilities: |
|
|
| |
Other current assets |
| 3 |
| |
Accounts payable and accrued expenses |
| 539 |
| |
Accrued interest due from the Company’s affiliates |
| (3,456 | ) | |
|
|
|
| |
Net cash provided from operating activities |
| 3 |
| |
|
|
|
| |
Cash flows from investing activities: |
| — |
| |
Net cash used in investing activities |
| — |
| |
|
|
|
| |
Cash flows from financing activities: |
| — |
| |
Net cash provided by financing activities |
| — |
| |
|
|
|
| |
Net increase/(decrease) in cash and cash equivalents |
| 3 |
| |
|
|
|
| |
Cash and cash equivalents at beginning of period |
| 35,830 |
| |
Cash and cash equivalents at end of period |
| $ | 35,833 |
|
|
|
|
| |
Supplemental cash flow information: |
|
|
| |
Cash paid for interest |
| — |
| |
Cash paid for income taxes |
| $ | — |
|
The accompanying notes are an integral part to these financial statements.
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UPC POLSKA, INC.
(DEBTOR-IN-POSSESION)
NOTES TO PARENT ONLY FINANCIAL STATEMENTS
(UNAUDITED)
1. General
UPC Polska, Inc. (“the Company”), formerly known as @Entertainment, Inc. is a group holding company established in May 1997. The Company has ownership interests in approximately twenty-two direct and indirect subsidiaries (such subsidiaries, collectively with UPC Polska, the “UPC Polska Group”). None of the Company’s subsidiaries have commenced insolvency proceedings and they continue to operate outside of bankruptcy in the ordinary course of business. The UPC Polska Group owns and operates one of the largest cable television systems in Poland with approximately 1,870,700 homes passed and approximately 987,500 total subscribers.
2. Basis of Presentation
The accompanying parent only financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). The interim unaudited parent only financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002 filed with the SEC (the “2002 Annual Report”). The interim financial results are not necessarily indicative of the results of the full year. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Activity related to the Company’s subsidiaries is included on the balance sheet as “investments in affiliated companies”. Not all actual information with respect to the financial statements of the Company was available at the date of preparation of parent only financial statements. The Company, therefore, used its best estimates for certain items and, as a result, the actual financial information may differ from the information presented in this report.
As a result of entering into the Chapter 11 proceedings on July 7, 2003, the Company’s financial statements have also been prepared in accordance with AICPA Statement of Position 90-7, “Financial Reporting by Entities in Reorganization under the Bankruptcy Code” (“SOP 90-7”). SOP 90-7 requires an entity to distinguish pre-petition liabilities subject to compromise from postpetition liabilities on its balance sheet. In the accompanying unaudited balance sheet, the caption “liabilities subject to compromise” reflects the Company’s best current estimate of the amount of pre-petition claims that will be restructured in the Debtor’s Chapter 11 case. In addition, the statement of operations should portray the results of operations of the reporting entity during the Chapter 11 proceedings. As a result, any revenues, expenses, realized gains and losses and provisions resulting from the reorganization and restructuring of the organization are reported separately as reorganization items.
3. Bankruptcy filing
On July 7, 2003, the Company filed a voluntary petition for relief under Chapter 11 (“Chapter 11”) of the United States Bankruptcy Code (the “Bankruptcy Code”) with the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) (Case No. 03-14358 (BRL)), on July 8, 2003, the Company filed a pre-negotiated plan of reorganization (“Plan of Reorganization”) and on July 28, 2003, the Company filed a disclosure statement (“Disclosure Statement”) with the Bankruptcy Court. The Plan of Reorganization contemplates a restructuring of the Company’s balance sheet. For more information about the Plan of Reorganization and the restructuring of the Company, please see the Disclosure Statement, which was filed as an exhibit to the Company’s Form 8-K, dated July 28, 2003.
As a result of the Company’s filing for relief under Chapter 11, all the Company’s outstanding debt became due and payable. The Company is entitled to various protections under the Bankruptcy Code, including an automatic stay, which subject to certain exceptions, prohibits creditors from taking actions to collect or enforce claims against the Company during the pendency of the Chapter 11 proceeding.
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4. Due from affiliates
The Company recorded a valuation reserve against its receivables due from affiliates to reflect an estimate of the decline in value of these receivables that is other than temporary.
5. Investments
The Company has accounted for investments in affiliated companies using the equity method. Under this method, the investment, originally recorded at cost, is adjusted to recognize the Company’s proportionate share of net earnings or losses of the affiliates, limited to the extent of the Company’s investment in its affiliates.
6. Cash Disbursements
The Company had no cash disbursements in the period from July 7, 2003 to July 31, 2003.
7. Taxation
During the period from July 7, 2003 to July 31, 2003 the Company did not have any Federal, State or Local taxes collected, due, received or withheld.
8. Insurance
All insurance policies in place for the Company have been fully paid for the current period. The Company, as a holding company, has no employees and, thus, does not have workers compensation and disability insurance policies.
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