UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 29, 2004
TELEWEST GLOBAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-32256 59-3778247
(State of incorporation) (Commission File Number) (IRS Employer
Identification No.)
160 Great Portland Street
London W1W 5QA, United Kingdom
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: +44-20-7299-5000
ITEM 5. OTHER EVENTS
1. Press Release
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On July 29, 2004 Telewest Global, Inc. ("Telewest") issued a press
release announcing the US GAAP results for the three and six months ended
June 30, 2004, for its predecessor company, Telewest Communications plc.
Substantially all of the assets of Telewest Communications plc were
transferred to Telewest UK Limited, a wholly owned subsidiary of Telewest
on July 14, 2004 in connection with Telewest Communications plc's financial
restructuring. During the three and six months ended June 30, 2004,
Telewest had no significant assets and no operations.
Telewest's quarterly results, including a discussion of how the
presentation of its future results will differ from the presentation of the
historical results of Telewest Communications plc, are included in its
quarterly report on Form 10-Q, also filed with the U.S. Securities and
Exchange Commission today.
A copy of the press release is attached hereto as Exhibit 99.1.
2. Reconciliation of Non-GAAP Measures in July 29, 2004 Conference Call
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On July 29, 2004, Telewest will host a conference call to discuss its
results for the three and six months ended June 30, 2004. On the conference
certain non-GAAP financial measures are expected to be discussed.
Reconciliations of certain of those measures to the nearest comparable GAAP
measure and discussions of those measures can be found below.
(a) Reconciliation of Adjusted EBITDA as a % of Revenue
Six months ended June 30,
2004 2003
(pound)m (pound)m
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Adjusted EBITDA 244 210
Revenue 654 642
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Adjusted EBITDA 37% 33%
/Revenue
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Adjusted EBITDA as a % of Revenue:
Telewest's primary measure of income or loss for each of its reportable
segments is Adjusted EBITDA. An explanation and reconciliation of Adjusted
EBITDA is provided in Telewest's press release, included as an exhibit to
this Form 8-K. Telewest's management including its chief operating decision
maker believe that the use of Adjusted EBITDA as a % of revenue, provides
useful supplemental information for management and investors in determining
the income generating capacity of the business from its available revenues.
Adjusted EBITDA as a % of revenue is not a financial measure recognized
under US GAAP. The measure is calculated as Adjusted EBITDA divided by
revenue. Telewest believes Adjusted EBITDA as a % of revenue is helpful for
understanding its performance and assessing its prospects for the future,
and that it provides useful supplemental information to investors. In
particular, this non-US GAAP financial measure reflects an additional way
of viewing aspects of Telewest's operations that, when viewed with its US
GAAP results and the related reconciliations, provide a more complete
understanding of factors and trends affecting the business. Because non-US
GAAP financial measures are not standardized, it may not be possible to
compare Adjusted EBITDA as a % of revenue with other companies' non-US GAAP
financial measures that have the same or similar names. The presentation of
this supplemental information is not meant to be considered in isolation or
as a substitute for net cash provided by operating activities, operating
income/(loss), net income/(loss), or other measures of financial
performance reported in accordance with US GAAP.
(b) Reconciliation of Net debt / Adjusted EBITDA annualized
Three months ended
June 30, 2004
(pound)m
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Net debt 5,434
Adjusted EBITDA 122
Adjusted EBITDA annualized 488
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Net debt / Adjusted EBITDA annualized 11.1x
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Net debt / Adjusted EBITDA annualized:
Net debt / Adjusted EBITDA annualized, is defined as net debt (explanation
and reconciliation provided in the press release included as an exhibit to
this Form 8-K) divided by Adjusted EBITDA annualized. An explanation and
reconciliation of Adjusted EBITDA is provided in the press release included
as an exhibit to this Form 8-K. This non-GAAP measure is annualized based
on the most recent quarter ended for the purposes of the above calculation.
Telewest's management, including its chief operating decision maker,
considers net debt / Adjusted EBITDA annualized, an important indicator of
Telewest's ability to generate income from operating activities as a
potential source of repayment of debt obligations.
Net debt / Adjusted EBITDA annualized is not a financial measure recognized
under US GAAP. Telewest believes net debt / Adjusted EBITDA annualized is
helpful for understanding its performance and it provides useful
supplemental information to investors. Because non-US GAAP financial
measures are not standardized, it may not be possible to compare net debt /
Adjusted EBITDA annualized with other companies' non-US GAAP financial
measures that have the same or similar names. The presentation of this
supplemental information is not meant to be considered in isolation or as a
substitute for net cash provided by/(used in) operating activities,
operating income/(loss), net income/(loss) or other measures of financial
performance reported in accordance with US GAAP.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description
99.1 Press release of Telewest Global, Inc. announcing the US
GAAP results for the three and six months ended June 30,
2004, for its predecessor company, Telewest Communications
plc, dated July 29, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TELEWEST GLOBAL, INC.
Dated: July 29, 2004 By: /s/ Neil Smith
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Name: Neil Smith
Title: Chief Financial Officer
EXHIBIT INDEX
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Exhibit
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99.1 Press release of Telewest Global, Inc. announcing the US
GAAP results for the three and six months ended June 30,
2004, for its predecessor company, Telewest Communications
plc, dated July 29, 2004.