Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q/A
Amendment No. 1
(Mark One)
(X) | Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |
for the Quarterly Period Ended: |
( ) | Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |
for the Transition Period from to . |
Commission File Number 0-24792
NTL (TRIANGLE) LLC
Delaware | 13-4086747 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) |
110 East 59th Street
New York, NY 10022
(212) 906-8440
of Registrant’s principal executive offices)
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 twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such requirements for the past 90 days. Yes (X) No ( )
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes ( ) No (X)
As of March 31, 2003, there were 800,000 shares of the Registrant’s common membership interests outstanding. The Registrant is an indirect, wholly owned subsidiary of NTL Incorporated and there is no market for the Registrant’s membership interests. The Registrant meets the conditions set forth in General Instructions H(1)(a) and H(1)(b) of Form 10-Q/A and is filing this Form 10-Q/A with the reduced disclosure format set forth in General Instruction H(2) thereto.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | ||||||||
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K | ||||||||
SIGNATURE | ||||||||
EX-99.1: CERTIFICATION OF CEO AND CFO |
Table of Contents
TABLE OF CONTENTS
Page | ||||||
Number | ||||||
PART I. | FINANCIAL INFORMATION | |||||
Item 1. | Financial Statements | |||||
Condensed Consolidated Balance Sheets as of March 31, 2003 (Unaudited) and December 31, 2002 | * | |||||
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2003 and 2002 (Unaudited) | * | |||||
Condensed Consolidated Statement of Shareholder’s Equity for the Three Months Ended March 31, 2003 (Unaudited) | * | |||||
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2003 and 2002 (Unaudited) | * | |||||
Notes to Condensed Consolidated Financial Statements (Unaudited) | * | |||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 3 | ||||
Item 4. | Controls and Procedures | * | ||||
Risk Factors | * | |||||
PART II. | OTHER INFORMATION | |||||
Item 6. | Exhibits and Reports on Form 8-K | 10 | ||||
SIGNATURE | 10 | |||||
CERTIFICATIONS | 11 |
* Previously filed
Explanatory Note
We are filing this Amendment No. 1 on Form 10-Q/A to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003, which was filed on May 15, 2003 (the “Form 10-Q”) to amend and restate Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations to correct certain inadvertent errors in the “Selected Operating Data” table. In addition, as required by Rule 12b-15, promulgated under the Securities Exchange Act of 1934, as amended, our principal executive officer and principal financial officer are providing Rule 13a-14 certifications in connection with this Form 10-Q/A and are also furnishing, but not filing, written statements pursuant to Title 18 United States Code Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002. Except as described above, no other changes have been made to the Form 10-Q.
2
Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
NTL (Triangle) LLC (“NTL Triangle” or the “Company”) is a holding company which holds all of the shares of various companies principally engaged in the development, construction, management and operation of broadband communications networks for telephone, cable television and Internet services in the United Kingdom (“UK”) and Ireland. The Company owns the companies that have franchises for Darlington and Teesside (collectively, “Teesside”) and Cambridge in the UK, and NTL Communications (Ireland) Limited (formerly Cablelink Limited) (“Cablelink”), which owns the companies that provide services in Dublin, Galway and Waterford, Ireland.
NTL’s Completed Restructuring
We are an indirect, wholly-owned subsidiary of NTL Incorporated. On May 8, 2002, NTL Incorporated (then known as NTL Communications Corp.), NTL Europe, Inc. (then known as NTL Incorporated and the former parent company of NTL Communications Corp.) and certain of their subsidiaries filed a pre-arranged joint reorganization plan under Chapter 11 of the US Bankruptcy Code. We were not included in the Chapter 11 filing, nor were the operating subsidiaries of NTL Incorporated and NTL Europe, Inc. The Plan became effective on January 10, 2003, at which time NTL Incorporated, our indirect parent company, emerged from Chapter 11 reorganization.
Pursuant to the Plan, the entity formerly known as NTL Incorporated and its subsidiaries and affiliates were split into two separate groups, and NTL Incorporated and NTL Europe, Inc. each emerged as independent public companies. The entity formerly known as NTL Communications Corp. was renamed “NTL Incorporated” and became the holding company for the former NTL group’s principal UK and Ireland assets and our ultimate parent company. Prior to consummation of the Plan, we were a wholly-owned subsidiary of the entity then known as NTL Incorporated, which, pursuant to the Plan, was renamed “NTL Europe, Inc.” and which became the holding company for the former NTL group’s continental European and certain other assets.
Background of Restructuring
Both the equity and debt capital markets experienced periods of significant volatility in 2001 and 2002, particularly for securities issued by telecommunications and technology companies. As a result, the ability of our former ultimate parent company, then known as NTL Incorporated (now NTL Europe, Inc.) and its subsidiaries to access those markets as well as its ability to obtain financing from its bank lenders and equipment suppliers became severely restricted. In addition, the former NTL Incorporated and its subsidiaries had no further funds available, or were unable to draw upon funds under its credit facilities. As a result of these factors, together with its substantial leverage, on January 31, 2002, the former NTL Incorporated announced that it had appointed professional advisors to advise on strategic and recapitalization alternatives to strengthen its balance sheet, reduce debt and put an appropriate capital structure in place for its business.
Promptly upon obtaining the requisite waivers from the lenders under its credit facilities, in March 2002, the former NTL Incorporated commenced negotiations with a steering committee of the unofficial committee of its bondholders and the committee’s legal and financial advisors.
The former NTL Incorporated and its subsidiaries failed to make interest payments on some of the outstanding notes starting on April 1, 2002. It also failed to declare or pay dividends on certain series of its outstanding preferred stock, due to a lack of available surplus under Delaware law.
On April 16, 2002, the former NTL Incorporated announced that it and the unofficial committee of its public bondholders had reached an agreement in principle on a comprehensive recapitalization of the former NTL group. To implement the proposed recapitalization plan, on May 8, 2002, the former NTL Incorporated and certain of its
3
Table of Contents
subsidiaries, including our current ultimate parent company, then known as NTL Communications Corp. (now NTL Incorporated) (collectively, the “Debtors”) filed cases and a pre-arranged joint reorganization plan under Chapter 11 of the US Bankruptcy Code. In connection with the filing, some members of the unofficial creditors’ committee of bondholders entered into a credit facility agreement, referred to in this annual report as the DIP facility, committing to provide a wholly-owned subsidiary of the current NTL Incorporated with up to $500 million in new debt financing (NTL Delaware committed to provide up to an additional $130 million under the DIP facility).
As a result of the payment defaults as well as the voluntary filing under Chapter 11 by the Debtors on May 8, 2002, there was an event of default under all of the former NTL Incorporated and its subsidiaries’ credit facilities and the indentures governing all of their publicly traded debt, other than debt of NTL Triangle.
The Plan was confirmed by the Bankruptcy Court on September 5, 2002. During the fall of 2002, the former NTL Incorporated negotiated with a group of lenders to enter into a new financing arrangement to repay the DIP facility, to repay certain obligations and to provide liquidity to NTL. The Plan became effective on January 10, 2003 (referred to as the Effective Date), at which time the Debtors emerged from Chapter 11 reorganization. In connection with the Debtors’ emergence from Chapter 11 reorganization, the current NTL Incorporated and certain of its subsidiaries issued $558.249 million aggregate principal face amount of 19% Senior Secured Notes due 2010 (the Exit Notes) on January 10, 2003. Initial purchasers of the Exit Notes also purchased 500,000 shares of the current NTL Incorporated’s common stock on that date. The gross proceeds from the sale of the Exit Notes and such shares totaled $500 million. The proceeds were used in part to repay all amounts outstanding under the DIP facility (which was repaid on the Effective Date) and to purchase from NTL Delaware a £90 million note of NTL (UK) Group Inc. and to repay certain other obligations. Also on January 10, 2003, NTL Incorporated and its lending banks amended its existing credit facilities.
Liquidity and Capital Resources
The Company has historically incurred operating losses and negative operating cash flow. In addition, the Company required and expects to continue to require significant amounts of capital to finance construction of its networks, connection of customers to the networks, other capital expenditures and for working capital needs including debt service requirements.
As of March 31, 2003, the Company had approximately £8.0 million in cash and cash equivalents on hand. The Company expects to require additional cash in the twelve months from April 1, 2003 to March 31, 2004. The Company estimates that its capital expenditures and debt service requirements, net of cash from operations, will be approximately £8 million to £12 million from April 1, 2003 to March 31, 2004. Management of the Company believes that cash and cash equivalents on hand at March 31, 2003, and cash from NTL Incorporated will be sufficient for its and its subsidiaries’ cash requirements during the twelve months from April 1, 2003 to March 31, 2004.
Over the long term, the Company will continue to require cash to fund operations, service or repay its remaining debt and implement its strategy. In order to fund these requirements, the Company anticipates that it will use cash flow from operations and may also need to issue additional debt or equity securities or may need to secure additional bank financing. Given the restrictions on incurring additional debt that are in the indentures governing our outstanding notes, there can be no assurance that these sources of funds will be available to us.
Description of Outstanding Notes
In November 1995, the Company issued $517.3 million principal amount at maturity of 11.2% Senior Discount Debentures due 2007 (the “2007 Discount Debentures”). Interest accreted on the 2007 Discount Debentures at 11.2% per annum compounded semiannually from November 15, 1995 to November 15, 2000, after which date interest became payable in cash on each May 15 and November 15 through November 15, 2007. The 2007 Discount Debentures contain restrictive covenants which limit the Company’s ability to pay dividends.
4
Table of Contents
In October 2000, the Company’s wholly-owned subsidiary NTL Communications (Ireland) Limited (“Cablelink”) entered into a loan agreement with a subsidiary of NTL under which £79.7 million and £75.2 million had been borrowed at March 31, 2003 and December 31, 2002, respectively. The outstanding borrowings are due in October 2007. Interest is payable quarterly in arrears from March 31, 2001. The annual interest rate is set on January 1 of each year at the 12-month EURIBOR rate plus 1%. The effective interest rate at March 31, 2003 and December 31, 2002 was 3.73% and 4.32%, respectively. Accrued interest of £1,601,000 and £819,000 was included in due to affiliates in the consolidated balance sheet at March 31, 2003 and December 31, 2002, respectively.
Contractual Obligations and Commercial Commitments
The Company has no significant commercial commitments as of March 31, 2003.
The following table includes aggregate information about the Company’s contractual obligations as of March 31, 2003 and the periods in which payments are due.
Payments Due by Period | ||||||||||||||||||||
Less than | 1-3 | 4-5 | After 5 | |||||||||||||||||
Contractual Obligations | Total | 1Year | Years | Years | Years | |||||||||||||||
(In millions) | ||||||||||||||||||||
Long-Term Debt | £ | 327.6 | £ | — | £ | — | £ | 327.6 | £ | — | ||||||||||
Capital Lease Obligations | 2.5 | 0.7 | 1.1 | 0.7 | — | |||||||||||||||
Operating Leases | 39.8 | 2.1 | 5.3 | 3.6 | 28.8 | |||||||||||||||
Unconditional Purchase Obligations | 3.1 | 3.1 | — | — | — | |||||||||||||||
Other Long-Term Obligations | 80.6 | — | — | 80.6 | — | |||||||||||||||
Total Contractual Cash Obligations | £ | 453.6 | £ | 5.9 | £ | 6.4 | £ | 412.5 | £ | 28.8 | ||||||||||
Condensed Consolidated Statements of Cash Flows
Net cash (used in) provided by operating activities amounted to £(2.7) million and £19.4 million for the three months ended March 31, 2003 and 2002, respectively. The decrease in net cash provided by operating activities is primarily owing to a £15.1 million decrease in due to affiliates and changes in working capital as a result of the timing of receipts and disbursements.
Net cash used in investing activities amounted to £7.6 million and £10.9 million for the three months ended March 31, 2003 and 2002, respectively, primarily for continuing fixed asset purchases and construction. The Company will continue to minimize purchases of fixed assets in 2003 in an effort to conserve cash.
Net cash (used in) provided by financing activities amounted to £(190,000) and £2.3 million for the three months ended March 31, 2003 and 2002, respectively. Net cash used in financing activities of £190,000 and £431,000 in the three months ended March 31, 2003 and 2002, respectively, was for principal payments. During the three months ended March 31, 2002, net cash provided by financing activities includes £2.7 million, in cash received by Cablelink under a loan agreement with a subsidiary of NTL.
5
Table of Contents
Selected Operating Data
The following table sets forth certain operating data of the Company at March 31 2003, and December 31, 2002.
UK Franchises | Cablelink | |||||||||||||||
March 31 | December 31 | March 31 | December 31(1) | |||||||||||||
Homes passed (2) | 563,000 | 563,000 | 475,200 | 474,900 | ||||||||||||
Homes marketed (3) | 520,261 | 503,800 | 475,200 | 474,900 | ||||||||||||
Total customers (4) | 275,789 | 275,618 | 366,500 | 368,512 | ||||||||||||
Digital cable subscribers | 80,470 | 79,258 | 44,800 | 38,051 | ||||||||||||
Analog cable subscribers | 41,974 | 45,415 | 302,800 | 311,476 | ||||||||||||
MATV/MMDS subscribers(5) | 17,849 | 17,784 | 18,900 | 18,900 | ||||||||||||
Broadband Internet subscribers | 78,614 | 61,331 | 1,900 | 1,737 | ||||||||||||
Dial up internet subscribers | 52,012 | 58,128 | 1,700 | 2,500 | ||||||||||||
Telephone subscribers | 246,071 | 247,221 | 5,600 | 6,436 | ||||||||||||
Penetration (Homes marketed) (6) | 53.0 | % | 54.7 | % | 77.1 | % | 77.6 | % | ||||||||
Average monthly revenue per customer | £ | 34.89 | £ | 36.15 | £ | 13.38 | £ | 12.38 | ||||||||
Churn | 12.6 | % | 15.7 | % | 8.1 | % | 7.7 | % |
1. | Cablelink is in the process of instituting a more rigorous credit policy that is expected to lead to the involuntary disconnection of certain customers. As a result of this, Cablelink anticipates that its residential customer base will decline by approximately 25,000 net customers in 2003. As a result, we expect a decline in revenue, programming costs and bad debt expense, but taken together we believe these changes will not have a significant overall impact on our results of operations or cash flows. | |
2. | Homes passed is the number of homes that have had ducting buried outside. | |
3. | Homes marketed is the number of homes for which the initial marketing phase (including door to door direct marketing) has been completed. | |
4. | Total customers for December 31, 2002 have been restated to include MATV customers. | |
5. | Master Antenna Television (MATV) subscribers and Multiport Microwave Distribution System (MMDS) subscribers. | |
6. | Penetration is calculated by dividing the number of customers by the number of homes marketed. |
Results of Operations
Consolidated financial information for the Company for the three months ended March 31, 2003 and 2002 is as follows (in £000’s, “NM” denotes percentage is not meaningful):
6
Table of Contents
Three Months Ended | ||||||||||||||||
March 31, | Increase/(Decrease) | |||||||||||||||
2003 | 2002 | £ | % | |||||||||||||
Revenues | £ | 52,783 | £ | 47,120 | 5,663 | 12.0 | ||||||||||
Operating expenses | (22,441 | ) | (22,733 | ) | (292 | ) | (1.3 | ) | ||||||||
Selling, general and administrative expenses | (16,980 | ) | (16,205 | ) | 775 | 4.8 | ||||||||||
Other charges | (185 | ) | (1,113 | ) | (928 | ) | (83.4 | ) | ||||||||
Depreciation and amortization | (15,369 | ) | (15,255 | ) | 114 | 0.7 | ||||||||||
Operating loss | (2,192 | ) | (8,186 | ) | (5,994 | ) | (73.2 | ) | ||||||||
Interest expense | (10,124 | ) | (10,210 | ) | (86 | ) | (0.8 | ) | ||||||||
Interest expense to affiliate | (712 | ) | (750 | ) | (38 | ) | (5.1 | ) | ||||||||
Investment income | 183 | 384 | (201 | ) | (52.3 | ) | ||||||||||
Exchange losses | (6,417 | ) | (7,418 | ) | (1,001 | ) | (13.5 | ) | ||||||||
Loss before income taxes | (19,262 | ) | (26,180 | ) | (6,918 | ) | (26.4 | ) | ||||||||
Income tax (expense) benefit | (28 | ) | 207 | (235 | ) | (113.5 | ) | |||||||||
Net loss | £ | (19,290 | ) | £ | (25,973 | ) | (6,683 | ) | (25.7 | ) | ||||||
Revenue for the three months ended March 31, 2003 and 2002 was £52.8 million, and £47.1 million, respectively, representing an increase of 12.0%. This rise is a result of price increases including the introduction of charges for the Company’s dial-up Internet service (which was previously available without charge), upselling additional services to customers and from growth in broadband subscribers. The Company expects revenue increases in the future to be achieved by growth in services such as digital television and broadband services.
Operating costs (including network expenses) for the three months ended March 31, 2003 and 2002 was £22.4 million, and £22.7 million, respectively, representing a decrease of 1.3%. This reduction resulted from further economies and efficiencies achieved by NTL from integrating the Company’s business into the rest of NTL’s UK business. Operating costs include certain costs which are charged by a subsidiary of NTL for the provision of network services and support, the use of NTL’s national backbone telephony network for carriage of the Company’s telephony traffic, as well as the provision of technical infrastructure and network capacity by NTL for the Company’s subscription Internet and digital cable services. In the three months ended March 31 2003 and 2002, these charges were £6.6 million and £6.8 million, respectively.
Selling, general and administrative expenses for the three months ended March 31, 2003 and 2002 were £17.0 million and £16.2 million, respectively, representing an increase of 4.8%. Selling, general and administrative expenses include certain costs which are charged by a subsidiary of NTL for the provision of corporate services, including finance, legal, human resources and facility services, and for the provision of IT services, including the Company’s use of the related IT equipment. These charges were £10.9 million and £10.3 million in the three months ended March 31 2003 and 2002, respectively.
Depreciation and amortization expense for three months ended March 31 2003 and 2002 was £15.4 million and £15.3 million, respectively, representing an increase of £0.1 million. The Company adopted SFAS No. 142 on January 1, 2002, which ended the amortization of goodwill and other indefinite lived intangible assets.
Other charges of £0.2 million in 2003 include £0.1 million of restructuring costs incurred by Cablelink for four employees and £0.1 million of costs allocated to the Company by a subsidiary of NTL. These costs are for employee severance and related costs. Charges allocated to the Company by a subsidiary of NTL are made on the basis of an allocation formula appropriate to each category of charge that is based on management’s judgement of a reasonable methodology given the facts and circumstances. Other charges in 2002 are for restructuring costs consisting of employee severance and related costs of £1.1 million incurred by Cablelink for 55 employees.
Interest expense was £10.1 million and £10.2 million for the three months ended March 31, 2003 and 2002, respectively, representing a decrease of £0.1 million.
Interest expense to affiliate was £712,000 and £750,000 for the three months ended March 31, 2003 and 2002, respectively, due to the reduction in interest rate from 4.32% in 2002 to 3.73% in 2003.
7
Table of Contents
Investment income was £183,000 and £384,000 for the three months ended March 31, 2003 and 2002, respectively, representing a decrease of £201,000. The decrease is primarily attributable to lower average cash balances available for investment in 2003 as compared with the same period in 2002.
Exchange losses were £6.4 million, and £7.4 million for the three months ended March 31, 2003 and 2002, respectively. The change is primarily attributable to fluctuations in the valuation of the UK Pound Sterling on the 2007 Discount Debentures, which are denominated in US dollars. The Company’s results of operations will continue to be affected by exchange rate fluctuations.
Recent Accounting Pronouncements
In July 2002, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 146, “Accounting for Costs Associated with Exit or Disposal Activities.” SFAS No. 146 replaces Emerging Issues Task Force Issue No. 94-3 “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)”. SFAS No. 146 requires that a liability for costs associated with an exit or disposal activity is recognized when the liability is incurred. Under Issue No. 94-3, a liability for an exit cost as defined is recognized at the date of a commitment to an exit or disposal plan. SFAS No. 146 is effective for exit or disposal activities that are initiated after December 31, 2002. The adoption of this standard did not have a significant effect on the results of operations, financial condition or cash flows of the Company.
In June 2001, the FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations,” which is effective for the Company on January 1, 2003. This Statement addresses financial accounting and reporting for obligations associated with the retirement of tangible fixed assets and the associated asset retirement costs. The adoption of this new standard did not have a significant effect on the results of operations, financial condition or cash flows of the Company.
8
Table of Contents
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, among others, those set forth under the caption “Risk Factors” in our Form 10-Q filed with the SEC on May 15, 2003, as well as: the impact of our organizational restructuring and integration actions; our ability to maintain contracts that are critical to our operations; potential adverse developments with respect to our liquidity or results of operations; our ability to fund and execute our business plan; our ability to attract, retain and compensate key executives and associates; our ability to attract and retain customers; general economic and business conditions; technological developments; our ability to continue to design networks, install facilities, obtain and maintain any required governmental licenses or approvals and finance construction and development, all in a timely manner at reasonable costs and on satisfactory terms and conditions; assumptions about customer acceptance, churn rates, overall market penetration and competition from providers of alternative services; the impact of new business opportunities requiring significant up-front investment; and interest rate and currency exchange rate fluctuations. We assume no obligation to update the forward-looking statements contained herein to reflect actual results, changes in assumptions or changes in factors affecting such statements.
9
Table of Contents
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
99.1 Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed by the Company during the quarter ended March 31, 2003.
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 thereunto duly authorized.
NTL (TRIANGLE) LLC (Registrant) By: NTL Group Limited Its Sole Managing Member | ||
Date: May 22, 2003 | By: /s/ Barclay Knapp Barclay Knapp (Director of NTL Group Ltd., the sole managing member) | |
10
Table of Contents
CERTIFICATIONS
I, Barclay Knapp, certify that:
1. | I have reviewed this Amendment No. 1 to the quarterly report on Form 10-Q of NTL (Triangle) LLC; | ||
2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; and | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report. |
Date: May 22, 2003
/s/ Barclay Knapp
Barclay Knapp
Director of NTL Group Limited,
The sole managing member of the NTL (Triangle) LLC *
* | The Company has no Chief Executive Officer or Chief Financial Officer. Barclay Knapp and Scott E. Schubert are Directors of ntl Group Limited, the sole managing member of the Company, and are Chief Executive Officer and Chief Financial Officer, respectively, of NTL Incorporated, the indirect parent of the Company. |
Table of Contents
I, Scott E. Schubert, certify that:
1. | I have reviewed this Amendment No. 1 to the quarterly report on Form 10-Q of NTL (Triangle) LLC; | ||
2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; and | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report. |
Date: May 21, 2003
/s/ Scott E. Schubert
Scott E. Schubert
Director of NTL Group Limited,
The sole managing member of the NTL (Triangle) LLC *
* | The Company has no Chief Executive Officer or Chief Financial Officer. Barclay Knapp and Scott E. Schubert are Directors of ntl Group Limited, the sole managing member of the Company, and are Chief Executive Officer and Chief Financial Officer, respectively, of NTL Incorporated, the indirect parent of the Company. |