FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[ x ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ____________________ to __________________
Commission file number: 0-19889
SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.
(Exact name of registrant as specified in its charter)
South Hertfordshire United Kingdom
Colorado Fund, Ltd. #84-1145140
(State of Organization) (IRS Employer Identification No.)
Bell Cablemedia House, Upton Road, Watford,
Hertfordshire WD1 7EL, England 011-44-1923-444-000
(Address of principal executive (Registrant's telephone
office and Zip Code) no. including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Interests
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_____
Aggregate market value of the voting stock held by non-affiliates of the
registrant: N/A
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (e229 405) is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. x
DOCUMENTS INCORPORATED BY REFERENCE:
None
TABLE OF CONTENTS
Page
PART I.
ITEM 1. BUSINESS
ITEM 2. PROPERTIES
ITEM 3. LEGAL PROCEEDINGS
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
PART II.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
ITEM 6. SELECTED FINANCIAL DATA
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
ITEM 11. EXECUTIVE COMPENSATION
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
Signatures
Exhibit Index
PART I.
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ITEM 1. BUSINESS
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South Hertfordshire United Kingdom Fund, Ltd., formerly known as
Jones United Kingdom Fund, Ltd, (the "Partnership"), is a Colorado limited
partnership that was formed in December 1991 pursuant to the public
offering of limited partnership interests (the "Interests") in the
Partnership for the purpose of acquiring one or more cable
television/telephony systems in the United Kingdom of Great Britain and
Northern Ireland (the "United Kingdom" or the "UK"). Upon acquisition of
its system, the Partnership's primary investment objective is to obtain
capital appreciation in the value of its systems over the term they are
held by the Partnership. The capital appreciation in the Partnership's
assets may be converted to cash by the sale of a system, through one or
more refinancings or by the partners' sale of their Interests in the
Partnership.
History
The Partnership was formed upon the receipt of subscriptions for
Interests totaling the minimum offering of $10,000,000. The general
partner of the Partnership was initially Jones Global Funds, Inc., a
Colorado corporation ("Jones Global Funds"). As of August 15, 1992, when
the initial offering by the Partnership terminated, the Partnership had
raised $16,548,000 in gross offering proceeds from the sale of 16,548
Interests, or $14,272,650 net of sales commissions and other organizational
and offering costs. On September 14, 1992, the Partnership commenced a
second offering of Interests. As of April 1994, when the second offering
terminated, the Partnership had raised a total of $56,935,000 in gross
offering proceeds from the sale of 56,935 limited partnership interests, or
$48,817,997 net of sales commissions and other organizational and offering
costs, from both its initial and its second public offerings.
On February 20, 1992, upon receipt of approval from United Kingdom
regulatory authorities, the Partnership acquired, through nominees, the
beneficial ownership of all of the shares of Bell Cablemedia (South
Hertfordshire) Limited (formerly Jones Cable Group of South Hertfordshire
Limited) ("Bell Cablemedia South Herts") from Jones Global Funds, Inc. and
certain of its affiliates (the "Former Owners"). Bell Cablemedia South
Herts is a United Kingdom corporation which holds the cable and
telecommunications licenses necessary to build and operate a cable
television/telephony system in the South Hertfordshire franchise area,
located adjacent to the northwest perimeter of Greater London (the "South
Herts System"). The acquisition by the Partnership of all of the shares of
Bell Cablemedia South Herts resulted in the Partnership acquiring an
indirect beneficial ownership interest in the South Herts System. The
Partnership paid the Former Owners a total of $4,996,700, representing, at
cost, their expenses in connection with obtaining, holding and maintaining
the licenses for the South Herts System and their capital expenditures
during and before the Partnership acquired the beneficial ownership of Bell
Cablemedia South Herts, plus the amount of operating and interest expenses
in excess of operating receipts incurred during such period. Subsequent to
the Partnership investment in Bell Cablemedia South Herts, costs
reimbursements have been and will continue to be made to the general
partner (or its affiliates) for construction costs of the South Herts
System. Partnership funds are used to reimburse the general partner (or
its affiliates) at cost on a monthly basis for expenditures incurred by the
general partner (or its affiliates) for the South Herts System's
construction and operation. Through December 31, 1996, the total amount
reimbursed to fund the South Herts System's construction and development
totaled approximately $48,800,000.
The South Herts System's ownership by Bell Cablemedia South Herts, a
United Kingdom corporation, rather than directly by the Partnership,
results from an intention to insulate the limited partners of the
Partnership (the "Limited Partners") from potential United Kingdom taxation
upon the eventual sale of the South Herts System. Under current United
Kingdom tax laws, the sale of the United Kingdom cable television/telephony
system by a U.S. limited partnership may give rise to limited partner tax
liability in the United Kingdom whereas the sale of shares in a United
Kingdom corporation by a U.S. limited partnership does not give rise to
limited partner tax liability in the United Kingdom on the basis that the
limited partnership is not itself trading in the United Kingdom through a
permanent establishment there. The shares of Bell Cablemedia South Herts
are held indirectly by the Partnership through corporate nominees on the
advice of the Partnership's counsel in the United Kingdom. This indirect
ownership structure is intended to afford the Limited Partners more certain
protection from United Kingdom tax liability.
In order to provide additional funding for the construction of the
South Herts System, two additional participants invested in Bell Cablemedia
South Herts in 1993 and 1994. Jones Intercable of South Hertfordshire,
Inc. invested Pound Sterling3,400,000 in Bell Cablemedia South Herts in
exchange for 34,000 Class A shares in November 1993. Also in November
1993, affiliates of Sandler Capital Management (the "Sandler Group")
committed to invest Pound Sterling6,800,000 in Bell Cablemedia South Herts,
of which Pound Sterling2,266,600 was funded in November 1993 for 22,666
Class B shares. In June 1994, the Sandler Group invested Pound
Sterling3,273,232 for 32,732 Class B shares and Jones Intercable of South
Hertfordshire, Inc. invested Pound Sterling503,283 for 5,033 Class A
shares. In July 1994, the Sandler Group invested Pound Sterling1,800,000
for 18,000 Class B shares and Jones Intercable of South Hertfordshire, Inc.
invested Pound Sterling466,800 for 4,668 Class B shares.
On June 10, 1994, Jones Global Group, Inc., Jones Intercable, Inc. and
certain of their subsidiaries (collectively, "Jones") and the Sandler Group
entered into agreements to transfer all of their interests in their United
Kingdom cable television/telephony operations and franchises, including
Jones Intercable of South Hertfordshire, Inc.'s interest in Bell Cablemedia
South Herts, Jones Global Funds, Inc.'s general partner interest in the
Partnership and the Sandler Group's interest in Bell Cablemedia South
Herts, to Bell Cablemedia plc ("BCM") in exchange for ordinary shares (in
the form of American Depositary Shares ("ADSs")) to be issued by BCM in
connection with a planned public equity offering of ADSs by BCM. At that
date, BCM was indirectly owned 80 percent by Bell Canada International Inc.
("BCI") and 20 percent by Cable and Wireless plc ("C&W").
On July 22, 1994, in connection with the closing of the public equity
offering by BCM, Jones and the Sandler Group completed the exchange of
their interests in United Kingdom cable television/telephony operations and
franchises for ordinary shares (in the form of ADSs) issued by BCM. At
closing, BCM acquired Jones Intercable of South Hertfordshire, Inc.'s
interest in Bell Cablemedia South Herts, the Sandler Group's interest in
Bell Cablemedia South Herts and the general partner interest in the
Partnership. These acquisitions are collectively referred to herein as the
"BCM Acquisition." In October 1994, the Partnership invested Pound
Sterling5,108,900 in Bell Cablemedia South Herts for 51,089 Class A shares
and BCM invested Pound Sterling2,554,600 in Bell Cablemedia South Herts for
25,546 Class A shares. In November 1994, the Partnership invested Pound
Sterling1,410,000 in Bell Cablemedia South Herts for 14,100 Class A shares
and BCM invested Pound Sterling705,000 in Bell Cablemedia South Herts for
7,050 Class A shares. As a result of these transactions, Bell Cablemedia
South Herts is now owned 66.7 percent by the Partnership and 33.3 percent
by BCM, and the general partner of the Partnership is now Fawnspring
Limited, a wholly owned subsidiary of BCM (the "General Partner"). The
General Partner provides consulting services to the Partnership. The
General Partner may delegate some or all of the consulting services to BCM
or to other affiliates.
Recent Developments
On October 21, 1996, BCM entered into a number of agreements relating
to the acquisition of control of the outstanding shares of Videotron Holdings
Plc ("Videotron"). Prior to the acquisition, BCM owned 26.2% of Videotron
and did not control Videotron's operations. Pursuant to an agreement
entered into on October 21, 1996 and consummated on December 17, 1996, BCM
acquired control of an additional 55.6% of Videotron, increasing its direct
and indirect shareholding in Videotron to 81.8%. Subsequently, certain
share options of Videotron were exercised, and as of January 8, 1997, BCM
owned 81.7% of Videotron's ordinary shares. Also on December 17, 1996, a
subsidiary of C&W subscribed for additional shares in BCM, increasing its
stake in the company to 32.5%, with BCI's indirect stake reducing to 32.5%.
On January 8, 1997, BCM made an offer to acquire all the remaining
public and employee shares of Videotron. By March 13, 1997, BCM had
increased its stake in Videotron to 99.9%, and it had implemented the
necessary procedures pursuant to the Companies Act of 1995 of Great Britain
to acquire compulsorily those ordinary shares in Videotron remaining
with minority shareholders at that date.
On October 22, 1996, C&W, BCI and NYNEX Corporation ("NYNEX")
announced that they had entered into an agreement, pursuant to which,
subject to the satisfaction of certain conditions precedent, the parties
agreed to combine: (i) Mercury Communications Limited ("Mercury"), (ii)
BCM (as enlarged by the acquisition of Videotron), and (iii) NYNEX
CableComms Group PLC and NYNEX Cablecomms Group Inc. (collectively "NYNEX
CableComms") under one company to be called Cable & Wireless Communications
plc ("CWC"). The proposed acquisition by CWC of Mercury and the offers by
CWC for shares in BCM and shares in NYNEX CableComms are subject to a
number of pre-conditions including, among other things, certain shareholder
consents, regulatory approvals and tax clearances. No assurance can be
given as to when or if these conditions will be satisfied. On March 24,
1997 CWC announced the terms of its offer to acquire all the outstanding
ordinary shares of BCM (including those represented by ADSs).
Following the completion of the foregoing transactions and assuming
full acceptance of the offers for shares, CWC will own 100% of BCM. In
turn, C&W will own approximately 52.6%, NYNEX approximately 18.5% and BCI
approximately 14.2% of the fully diluted share capital of CWC, with the
remainder to be held by public shareholders.
BCM, through its majority-owned subsidiaries, including its interest
in Videotron, and its interest in Bell Cablemedia South Herts, holds exclusive
cable television licenses and related nonexclusive telecommunications licenses
covering over two million equity homes in the Greater London and adjacent
areas. In addition to its London franchises, BCM holds cable television and
telecommunications licenses covering franchise areas in other regions of the
United Kingdom. BCM has over three million equity homes in its franchise
areas and, in terms of equity homes, BCM is one of the largest holders of
cable television and telecommunications licenses in the United Kingdom.
The South Herts System
Franchise Area
The South Hertfordshire franchise area comprises the three
administrative areas of Three Rivers, Watford and Hertsmere, with a
population of approximately 240,000. The franchise area covers commuter
suburbs of London, and many people who reside in the franchise area use the
available fast rail and motorway services to travel to work in central
London. South Hertfordshire has benefited from the completion in 1986 of
the M25 London Motorway, which makes commuting from the franchise area to
other areas in or near London more convenient. An M1 motorway link exists
to give London-bound commuters direct access from Watford to the London
highway system. The M1 link is half a mile from the South Herts System
headend and administrative offices. There are approximately 94,000 homes
in the franchise area, of which approximately 85,100 have been passed by
the South Herts System cable television/telephony network. Construction in
the franchise area is substantially complete. The average housing density
in the South Herts franchise area is approximately 1,150 homes per square
mile.
The South Hertfordshire franchise area contains approximately 7,000
businesses, 80 percent of which are small or medium-sized. In addition, there
are several business parks containing predominantly industrial and
manufacturing concerns.
Operations
Construction of a cable television-only network in the South
Hertfordshire franchise area commenced in early 1991 and, after the
announcement of the results of the Duopoly Review (see "Regulation") and
the resulting potential for cable-based telephony, an integrated cable
television/telephony network architecture was developed for this franchise
in late 1991. As of February 28, 1997, approximately 85,100 homes, or 91
percent of total homes, in this area had been passed. Cable television
services commenced in April 1992 and telephony services commenced in
February 1993, following completion of the installation of a telephony
switch. At February 28, 1997, Bell Cablemedia South Herts serviced
approximately 21,200 basic cable television customers, 24,600 residential
telephony lines and 1,050 business telephony customers.
Pursuant to the BCM Acquisition in 1994, BCM controls the
operations of Bell Cablemedia South Herts. Bell Cablemedia South Herts
comprises part of BCM's Greater London and South East Region which is
managed from headquarters in the London Docklands.
Products and Services
Three types of service are offered by Bell Cablemedia South Herts:
cable television (mainly to the home but also to businesses), residential
telephony services and telephony and other telecommunications services for
business customers.
Cable Television Services. Bell Cablemedia South Herts offers a
range of programming, marketed in a series of packages: basic packages, which
include cable exclusive programming such as Channel One and the Performance
Channel, and premium packages, which are based on films, sporting events,
Asian programming and adult programming.
Residential Telephony Services. Bell Cablemedia South Herts offers
local and long distance telephony services to its customers, including
advanced services such as call monitoring, call barring, three-way calling,
alarm calls, itemized billing, call waiting, call divert, call screening
and speed dialing.
Business Telecommunications Services. Bell Cablemedia South Herts
offers businesses a range of services alongside telephony, including fax,
private circuits and virtual private networks. A Centrex service, which
offers customers the facilities they would expect from a private
switchboard without the need to buy or maintain their own switching
equipment, has been introduced.
Future Services
Bell Cablemedia South Herts' broadband networks have been designed to
enable it to provide customers with a wide range of advanced interactive
and integrated entertainment, telecommunications and information services,
including pay-per-view programming.
Opportunities for interactive and integrated services which may be
offered by Bell Cablemedia South Herts in the future include the following:
Pay-per-view services. Pay-per-view ("PPV") provides a new way for
customers to buy television programming, generating ongoing transactional
revenue incremental to the current subscription charges. Bell Cablemedia
South Herts intends to use its return path network to encourage viewers to
order the PPV events directly using their set top box and remote control,
rather than telephone and place a buy manually, which direct-to-home
("DTH") television subscribers must do.
Digital television. Digital television is a technology which allows
customers to have access to a much higher channel capacity. The increased
capacity can be used for more broadcast channels, as well as for pay-per-
view, near video-on-demand, broadband Internet access, games, home
shopping/banking and a wide range of other interactive services. The
primary aim of digital television will be to give more control to the
customer. Bell Cablemedia South Herts is in the process of considering the
introduction of digital television services. Implementation of digital
services would require Bell Cablemedia South Herts to make minor network
upgrades to its broadband coaxial distribution network, to upgrade its
existing headend site to digital and to replace the current set-top boxes
in customers' homes. On March 7, 1997, TeleWest Communications plc
("TeleWest"), NYNEX CableComms and BCM announced the selection of NextLevel
Broadband Network Group of General Instrument Corporation as an initial
supplier of digital equipment, with whom TeleWest, NYNEX CableComms and BCM
will enter into detailed negotiations relating to the supply of
transmission equipment and set-top boxes to provide an integrated platform
for the provision of digital services in cable homes throughout the UK.
Additional manufacturers of set-top boxes to be supplied to the cable
companies are expected to be identified in late 1997.
Near video-on-demand ("NVOD"). NVOD technology allows individual
subscribers to select, on a PPV basis, from a range of channels sharing
film, event and sports programming available at staggered start times. The
programming selected would be transmitted over the network but delivered in
viewable form only to the particular subscriber requesting the program.
Such a service would provide the subscriber with a wide choice of
programming options and flexibility in terms of viewing times.
Video-on-demand ("VOD"). VOD is an improvement of NVOD service which
allows the viewer a much greater choice of programming selected from the
service provider's inventory for viewing at a specific time of the viewer's
choice. As with NVOD, the programming selected would be transmitted over
the network and is likely to be delivered to a converter box in the
customer's home in viewable form only to the particular customer requesting
the program, on a PPV basis.
Internet and other on-line information services. With the growth in
the home PC market fueling the rapid growth in demand for Internet access
and other on-line information services, Bell Cablemedia South Herts is well
placed to offer both narrowband and broadband services into the home, making
use of its sophisticated "return path" network to offer full interactivity.
One-stop service. Bell Cablemedia South Herts' marketing strategy
involves allowing customers to call one telephone number that gives them
access to all services. This may lead to Bell Cablemedia South Herts being
able to offer one bill for all services (both cable television and
telephony as well as PPV, Internet access and other services) in the
future.
Telephone number portability. Telephone number portability enables
a customer to retain its phone number when changing telephone service
providers. Bell Cablemedia South Herts has recently agreed terms with
British Telecommunications plc ("BT") for the introduction of telephone
number portability, and now offers this service. Bell Cablemedia South
Herts believes that number portability removes a known barrier to taking
cable telephone service, especially among small business customers.
Services likely to be made available to customers during 1997 include
an upgrade in capacity of voicemail, flexible viewing (which includes PPV
services) and Internet access. Future services may also include digital
television, interactive home shopping and banking services.
Sales and Marketing
Bell Cablemedia South Herts' sales and marketing strategy is aimed at
both its own potential customers as well as the development of the UK cable
television/telephony industry.
The principal elements of Bell Cablemedia South Herts' sales and
marketing strategy are:
Competitive packaging and pricing of cable television services. Bell
Cablemedia South Herts offers a range of basic and enhanced cable television
packages at prices which are competitive with the effective prices (including
equipment costs) offered by its principal multichannel television competitor,
British Sky Broadcasting Group plc ("BSkyB"). For business customers, Bell
Cablemedia South Herts has developed and now markets a selection of cable
television packages which includes such channels as Sky News, EBN and CNN
International. Bell Cablemedia South Herts has also developed other
customized entertainment packages for pubs, clubs, restaurants, business
receptions and employee recreation areas.
Quality and competitive pricing of residential cable telephony. Bell
Cablemedia South Herts utilizes fiber and digital technologies, enabling it to
provide high quality telephony services. In addition, these services are
offered to residential customers at prices which are competitive with those of
BT and other operators. In July 1996, Bell Cablemedia South Herts implemented
a new residential tariff, comprising lower line rentals and call charge
savings for cable telephony customers, aimed at providing up to a 25% saving
over BT's standard residential call charges.
Effective and efficient customer service. Bell Cablemedia South Herts
believes that effective and efficient customer service instils brand loyalty.
In order to facilitate this, BCM rationalized its existing call centers
into two call centers in February 1997. At one of the centers, a dedicated
customer services team enables Bell Cablemedia South Herts to react to
problems and queries quickly and efficiently. The customer calls one number
and an adviser will take responsibility for all customer contacts.
Joint sales and marketing of cable television and telephony services.
Bell Cablemedia South Herts combines the marketing and sales of its
residential cable television and telephony services to maximize market
penetration and customer retention and minimize costs.
Utilization of a broad-based sales approach. Bell Cablemedia South
Herts has developed a broad based sales approach which aims to optimize the
sales contribution of direct mail, telemarketing and a customer call center
(in the case of PPV) in addition to direct sales and additional sales
channels.
Encouraging direct debit payments. Bell Cablemedia South Herts
encourages the use of direct debit as the preferred method of payment for
its cable television/telephony services by offering direct debit customers
monthly discounts for these services and discounts on installation rates.
This enables Bell Cablemedia South Herts to improve its cash flow and to
minimize bad debt and collection expenses. Bell Cablemedia South Herts
believes that the use of direct debit systems may also assist in reducing
churn.
Developing a strong local identity and presence. Bell Cablemedia
South Herts engages in promotional activities such as sponsorship of local
sports teams, participation in community events, local advertizing
campaigns and the provision of a community information channel to foster a
strong local identity and presence.
Focus on business telephony. During 1996, Bell Cablemedia South Herts
established a separate business telephony unit which concentrates solely on
the opportunities within the business telephony market. Bell Cablemedia South
Herts' marketing strategy for business customers is based on providing
competitively priced, value-added high quality services, primarily for those
businesses with strong local ties. Bell Cablemedia South Herts believes a
significant opportunity lies in the core business potential, which is to be
achieved through efficiency, management and operational improvements. Bell
Cablemedia South Herts wants its business customers to see it as a provider of
innovative solutions to customer needs and value-added services. Value-added
services currently being pursued by Bell Cablemedia South Herts for the
business market include Internet and on-line services, Centrex services and
the introduction of high speed data services. Bell Cablemedia South Herts'
activities focus on the primary objectives of retention and stimulation of
existing customers to protect and enhance the existing business, with
acquisition of new accounts to build and penetrate the market.
Targeting high volume customers. Bell Cablemedia South Herts targets
those businesses in its franchise area which, as a consequence of their
size and the type of services they require, represent potentially
significant revenue sources. In particular, Bell Cablemedia South Herts
targets local and regional government institutions. As many of these high
volume customers are well known in the franchise area, Bell Cablemedia
South Herts believes that attracting such businesses to a cable-based
telephony service assists its marketing efforts to both the business and
residential markets. Bell Cablemedia South Herts also seeks to target
those businesses, particularly those of small to medium size, which it
believes not to be well served by other operators.
Pricing
All prices set out in this section include Value Added Tax.
Cable Television. Bell Cablemedia South Herts currently charges in
the range of Pound Sterling10.45 to Pound Sterling14.95 per month for its
residential basic cable television packages depending on the number of
channels selected. Premium channels can be added to the basic packages at
prices which range from approximately Pound Sterling4.00 to Pound
Sterling10.50 per month per channel, depending on the channels selected and
the system. There is a monthly charge of approximately Pound Sterling4.00
per additional channel selector box. Bell Cablemedia South Herts also
charges a one time connection fee, with discounts for those customers who
take telephony services as well.
Residential Cable Telephony. Bell Cablemedia South Herts believes
that price currently remains one of the most important factors influencing
the decision of customers to switch from BT or other Public Telephone
Operators ("PTOs") to its telephony services and to retain its service.
Bell Cablemedia South Herts believes that over the last eighteen months
many of its telephony customers enjoyed average monthly savings of 10 to
15% on the cost of calls compared to BT, depending on the time, duration
and destination of calls. Bell Cablemedia South Herts seeks to remain
competitive with BT and other operators against a background of frequently
changing industry pricing. In July 1996, Bell Cablemedia South Herts
implemented a new residential tariff, comprising lower line rentals
and call charge savings, aimed at providing up to a 25% saving over BT's
standard residential call charges.
In addition to usage charges, monthly line rentals are approximately
Pound Sterling7.00 with discounts for additional lines. Like other
telephony operators, Bell Cablemedia South Herts may require some
residential customers to pay a security deposit before providing its
service. Bell Cablemedia South Herts offers free features such as last
number announce, call screener and call suppressor. Some of the other
features are charged at a one-time flat fee, such as Pound Sterling10.00
for number portability. Bell Cablemedia South Herts charges Pound
Sterling1.49 each per month for one feature, with discounts for additional
features, aimed at enhancing customer loyalty, such as call waiting, call
divert, call screening, alarm call, three-way calling, speed dialing and
call barring.
Business Cable Telephony. Bell Cablemedia South Herts' line charges
for business customers are also competitive with those of BT and other
operators. Bell Cablemedia South Herts' monthly line rental charge for a
business customer varies between Pound Sterling8.00 and Pound Sterling10.00
and its line installation charges vary according to the number of lines
installed. Bell Cablemedia South Herts currently offers business telephony
customers various discount plans, based on usage and other factors. Owning
its own switch enables Bell Cablemedia South Herts to provide competitive
pricing options and service features to customers. Bell Cablemedia South
Herts currently offers Centrex services and digital private circuits to
meet these requirements.
Bell Cablemedia South Herts recognises that it cannot remain
competitive on price alone and it sees customer service, innovation,
customer support and value perception as the keys to long term loyalty and
competitive advantage. Bell Cablemedia South Herts expects to remain price
competitive through innovative solutions and specialized price plans.
Nevertheless, the competitive influences in the UK market, the increased
number of operators and the continuing opportunities for arbitrage against
international rates will place ongoing pressure on price.
Customer Service
Bell Cablemedia South Herts believes that customer service is
particularly important to the success of its business and it places
significant emphasis on serving its customers' requirements. Bell
Cablemedia South Herts operates a customer call center which handles
telephone inquiries from customers on a "one-stop shop" basis.
Installations are scheduled to suit customer requirements and appointments
are confirmed prior to the scheduled visit.
The customer call center employs personnel specially trained in
dealing with the differing requirements of business and residential
customers. Customer care staff undertake an extensive initial five week
training program and ongoing job training is provided on a periodic basis.
The Network
Construction of Bell Cablemedia South Herts' cable television/
telephony network is substantially complete with approximately 91% of homes
in the South Hertfordshire franchise area passed at February 28, 1997.
Network Architecture. Bell Cablemedia South Herts' network is
designed to take integrated two-way broadband cable television systems.
Such systems will incorporate a digital overlay telephony network to
service the homes and businesses within the franchise area. The network
utilizes fiber optic cables on major trunk routes from a central location
containing the cable television headend and telephony switch to nodes which
serve approximately 1,500 homes and 600 homes for cable television and
telephony, respectively.
Bell Cablemedia South Herts' network makes extensive use of fiber
optic cable. Fiber optic technology is based on the physical property of
optical fiber which allows rapid transmission of light over long distances
with little or no distortion. Fiber optic systems are suitable for
transmission of voice, data, video or a combination of these types of
information. The main benefits of deploying fiber in place of traditional
coaxial cable or copper wire result from its smaller size, greater
capacity, increased functionality and decreased requirements for periodic
amplification of the signal. These factors contribute to lower
installation and maintenance costs and increase the variety and quality of
the services provided. The network is constructed in underground ducts
installed in both the residential and business sectors of the franchise
area and with excess fiber and duct capacity.
The cable television system has the capacity to carry over 50 channels
of television plus radio, teletext, telecommunications and other related
services. This capacity could be increased four to eight times by the
addition of digital compression techniques. The network is also capable of
conveying video and high speed data transmissions, thus providing the basis
for video conference facilities, television surveillance services and computer
communications. Television and radio programs for cable television services
are sourced from off-air antennas, by satellite earth stations, and on
videotape and then distributed from a single site (the "headend") to
distribution nodes over networks of fiber optic cable and from these nodes to
customers over coaxial cables. Generally, cable television is distributed in
a manner whereby all signals are delivered to all customers, with the customer
selecting which signal to use rather than a "switched" distribution (whereby a
signal is sent to a particular customer), although evolving technologies such
as VOD are blurring this distinction.
Because of the nature of moving picture video, substantial
transmission capacity, known as bandwidth, is required to provide a cable
television program to the customer. A network's transmission capacity
requirement increases proportionally as additional cable television
programs are broadcast to customers. The inherent bandwidth limitations of
twisted pair copper wire historically used in telephone networks have to
date presented a substantial obstacle to the use of existing telephone
networks for the provision of cable television services. Coaxial cable
provides substantially greater bandwidth than twisted pair copper wire and
fiber optic cable can provide substantially greater bandwidth than coaxial
cable.
Bell Cablemedia South Herts' telephony network is currently capable of
providing a range of analog and digital voice and data services. Multipair
copper cable is used to connect fiber optic nodes serving approximately 600
homes to distribution points housed in street cabinets serving 40 homes. From
these cabinets, twisted pair copper cable is pulled to the customer's home.
Bell Cablemedia South Herts' telephony switch has multiple
interconnects to the BT and Mercury networks and has connections with other
BCM switches and the switches of other London-based cable operators.
Network Construction Costs. Construction of integrated cable
television/telephony systems is capital intensive, requiring substantial
investment for "network costs" including "construction costs", such as
trenching and laying underground ducts, cable television and telephony plant,
network electronics and headend equipment; "customer costs" including
converters, customer electronics and installation of cable from the network to
the customer's home, and "other costs" such as switching offices, land and
buildings, computers, and capitalization of pre-operating costs and labor.
Total capital expenditure by Bell Cablemedia South Herts on its cable
television/telephony systems up to December 31, 1996 was approximately Pound
Sterling57.4 million ($98.2 million based on a December 31, 1996 exchange
rate of Pound Sterling1=$1.71).
Construction costs for the South Herts System vary depending upon
housing density, geographical terrain and the types of underground conditions
encountered. Construction expenses in the UK have been higher than comparable
costs in the United States, primarily because of the logistics in laying the
fiber optic and coaxial cables for the networks necessitated by a prohibition
on aerial construction. The UK does not have an infrastructure of existing
telephone poles, overhead lines or electrical conduits in which to run new
fiber optic and coaxial cable. Therefore, nearly all cable installation in
the UK requires hand or machine excavation, backfill to specification and
permanent reinstatement of surfaces in compliance with the New Roads and
Street Works Act 1991 (the "Street Works Act"). The Street Works Act has,
however, standardized fees for inspection of construction works by local
government authorities and standardized specifications for reinstatement of
property following excavation. As a result, construction delays previously
experienced by cable operators because of separate and often lengthy
negotiations with local government authorities have been reduced.
Build Milestones. Because Bell Cablemedia South Herts did not meet
the construction timetable set forth in the original telecommunications
license issued for the South Herts franchise area, Bell Cablemedia South
Herts requested an amendment of the construction timetable from the UK
Office of Telecommunications ("OFTEL"), the authority that regulates the
license. On February 28, 1994, OFTEL modified the South Herts System's
telecommunications license. The license, as modified, required the South
Herts System to be completed (by passing 85,000 premises) by December 31,
1995. At December 31, 1995 the South Herts System passed approximately
83,400 homes and over 3,000 businesses, thereby complying with the
construction timetable in its license.
Strategic Alliances
Bell Cablemedia South Herts is currently participating in several
strategic alliances and it believes that through these alliances it is
better able to develop and market its services cost effectively.
London Interconnect.
London Interconnect was established in 1993 to promote the growth of
the cable television/telephony industry in Greater London by developing
cable television services that members can deliver to their customers in
this area. Its function was subsequently expanded to include the
establishment of telephony interconnection agreements between members.
Currently, six cable television/telephony operators are members of London
Interconnect, including Bell Cablemedia (South East) Limited and
Videotron, which are subsidiary companies of BCM. Interconnect agreements
between London Interconnect members will allow telephone calls between
customers of London Interconnect members to be routed through London
Interconnect members, in part bypassing the more expensive networks, such
as BT. Pursuant to its association with Bell Cablemedia (South East)
Limited as part of BCM's Greater London and South East Region, Bell
Cablemedia South Herts has interconnected its network with those of London
Interconnect's members.
London Interconnect members distribute two cable television-only
channels: Performance, an arts and entertainment channel launched by three
operators in London in 1992; and Channel One, an independent news,
entertainment and information channel for London launched by London
Interconnect in November 1994.
In addition, London Interconnect allows its members to market
London-wide advertising jointly. London Interconnect is also developing
procedures to facilitate cooperative marketing of business
telecommunications services across the members' networks. Bell Cablemedia
South Herts believes that the provision of such inter-franchise services
represents a significant potential source of revenue because of the large
number of businesses with multiple offices within the Greater London area
that require private networks and similar services.
Teleglobe
In August 1995, BCM entered into an alliance with Teleglobe International (UK)
Limited ("Teleglobe"), the UK subsidiary of a large Canadian intercontinental
telecommunications carrier, to provide the first cable international
telecommunications gateway. BCM will provide Teleglobe with interconnection
and switching services for overseas traffic and Teleglobe will provide BCM, if
BCM so requests, with international telecommunications services. In 1996, BCM
extended the agreement with Teleglobe to provide for the termination of
Teleglobe UK bound traffic in the UK by BCM.
Marketing and Operations Agreements With Mercury
In 1993 Bell Cablemedia South Herts entered into marketing and
operations arrangements with Mercury. While a formal agreement with
Mercury regarding these arrangements was negotiated (the "M&O Agreement"),
the parties are currently legally bound to apply only those provisions of
the M&O Agreement for which regulatory consent is not considered necessary.
The purpose of the M&O Agreement is: (i) to establish a working
relationship between a cable television/telephony operator, which provides
local telephony service in a franchise area, and Mercury, which, with
certain exceptions, provides long-distance telephony services to customers
in the franchise area; (ii) to specify the terms and conditions for
interconnection; (iii) to reduce duplication of effort, resources and
investment in the marketing of telephony services in the relevant franchise
area; and (iv) to develop joint product initiatives. In addition, the M&O
Agreement will provide that Bell Cablemedia South Herts will, if
commercially justifiable, promote Mercury to its customers as its preferred
long distance and international carrier and that Mercury will, if
commercially justifiable, treat Bell Cablemedia South Herts as its
preferred local fixed link carrier in Bell Cablemedia South Herts'
franchise area. Interconnection is already taking place between Mercury
and Bell Cablemedia South Herts. At March 13, 1997, the regulatory review
of the M&O Agreement had not been completed.
Competition
Cable Television
Overview. It is the UK Independent Television Commission's (the
"ITC's") current policy not to grant more than one cable television license
in any franchise area. Accordingly, Bell Cablemedia South Herts is the
exclusive provider of cable television services in its franchise area.
Bell Cablemedia South Herts' cable television system competes directly with
terrestrial television stations such as the British Broadcasting
Corporation ("BBC") and the independent television companies and with other
multichannel pay television services, such as DTH satellite services and
satellite master antenna television ("SMATV") systems. The extent of such
competition depends upon, among other things, the price, variety and
quality of the programming offered and, with respect to terrestrial
broadcast television, the quality of reception. In the future, cable
television companies may face competition from VOD and television services
offered by national PTOs such as BT and digital terrestrial and satellite
television and, possibly, additional competition using existing or new
delivery systems. PPV services and VOD services which may be provided by
Bell Cablemedia South Herts and other operators in the future will compete
to varying degrees with other communications and entertainment media,
including home video, cinema and live theater. In particular, the
availability of recently released movies on videocassette may affect the
degree to which Bell Cablemedia South Herts is able to sell pay-television
and PPV services to subscribers.
BSkyB. The most significant competitor in the multichannel television
market in the South Herts franchise area is BSkyB. BSkyB offers DTH
television services and currently is the predominant competitor in the UK
multichannel television market with approximately 3.9 million DTH customers
as of December 31, 1996 as compared to an aggregate of approximately 1.6
million cable television customers as of October 1, 1996. DTH is a
satellite-based system; hence, BSkyB does not need an underground cable
television network to provide service to its customers. A DTH customer
must either purchase or rent a satellite dish and a receiver/decoder (a set
top box) and pay subscriber fees to BSkyB for a card inserted in the
decoder which makes the satellite signal usable. Although BSkyB's DTH
service currently presents substantial competition to Bell Cablemedia South
Herts' cable television service, the General Partner believes that cable
television has a number of competitive advantages over DTH systems and that
cable will become the preferred medium for multichannel programming
distribution. First, installation of satellite dishes frequently requires
compliance with zoning ordinances. Second, satellite dishes, which measure
24 inches in diameter, must be installed with a "line-of-sight" orientation
toward the transmitting satellite which limits or precludes placement
options, particularly in urban areas, and can result in aesthetic
objections to installation. Third, DTH subscribers who purchase, as
opposed to rent, their satellite system must arrange and pay for any
servicing required for the dishes. Fourth, without substantial
improvements in existing technology, BSkyB will not be able to offer
integrated telephone services. BSkyB is also unable at present to offer
locally oriented advertising and programming or interactive services.
The General Partner, however, expects BSkyB to provide substantial
competition for the foreseeable future and no assurance can be given that
it will not become an even stronger competitor or that Bell Cablemedia
South Herts will be able to compete successfully with BSkyB. A significant
factor in BSkyB's favor is its role as sole source supplier of many of the
South Herts System's popular cable television programs. If, in the future,
BSkyB chooses to restrict the programming it makes available to Bell
Cablemedia South Herts or offers such programming to Bell Cablemedia South
Herts at prices relatively higher than those it currently charges, then
Bell Cablemedia South Herts' cable television business could be at a
significant competitive disadvantage. Other than the considerations noted
above regarding zoning ordinances, DTH is currently more readily available
than cable television services since BSkyB is currently competing with an
incomplete cable television network and can also provide services in, for
example, rural areas. Customers often perceive DTH services to be cheaper
than cable television services. This is because the cost of purchasing
programming from BSkyB is normally cheaper than the cost of a similar
package purchased from a cable television provider. However, a DTH
customer generally has to purchase or hire a satellite dish and a set top
box and may have to pay for maintenance of these items. By contrast, the
cost of cable television equipment and maintenance is recovered through the
monthly charge. The General Partner believes that if the costs of
purchasing DTH equipment together with the associated maintenance costs are
taken into account, then cable television services are generally cheaper
than the equivalent DTH service.
In 1996, the Office of Fair Trading ("OFT") carried out a review of
BSkyB's position in the UK's multichannel television market and although it
found that BSkyB was in a dominant position it did not believe that BSkyB
was abusing its dominant position.
Satellite Digital Television. Digital television is expected to
provide a wide range of additional products. For satellite television the
impact is significant as ten digital channels will be able to be
transmitted in the space that previously could carry only one analog
channel. As a result, the cost of satellite distribution will fall. These
extra channels are likely to carry premier films as NVOD, sporting events
as PPV, shopping channels and home banking.
Because almost all television sets are currently analog, digital
television will initially be received through a set top box containing a
processor that can decode and decompress scrambled satellite signals and
convert them to analog form. This box will also include a modem, providing
a link to the subscriber's telephone line to enable the subscriber to
interact with the television, to order goods and services, to take part in
polls and consumer surveys and to link up with the Internet. Digital
television will also improve the picture and sound quality.
Entry into the market as the first provider of digital television is
believed to have advantages, as once a consumer has purchased a set top box
for the medium (e.g. satellite or cable), he is unlikely to purchase a
second set top box to be able to receive digital television from a second
medium. BSkyB has publicly stated that it intends to launch digital
satellite television in the fall of 1997. Bell Cablemedia South Herts is
in the process of considering the introduction of digital television
services.
Digital Terrestrial Television. In the future, Bell Cablemedia South
Herts also expects to face competition from digital terrestrial television
("DTT"). Based upon recent press reports, DTT, as offered in the UK, will
provide the capability to broadcast approximately 30 channels which can be
received with ordinary television aerials and a set top box decoder. One
of the applicants for the DTT licenses is British Digital Broadcasting, a
new joint company among BSkyB and two of the UK's largest terrestrial
television companies, Carlton Communications plc and Granada Group plc. It
is expected that British Digital Broadcasting's DTT service would include
programming from the BBC. The ITC is expected to issue licenses to operate
DTT by the end of 1997 and service is expected to begin in 1998. Bell
Cablemedia South Herts believes that to the extent that DTT provides more
extensive programming, it may be a benefit to the television industry as a
whole. However, no assurance can be given that DTT will not become the
preferred multichannel television technology in the future and render cable
television systems less profitable or less viable.
PTOs. The existing licenses held by national PTOs, including BT,
generally do not permit them to convey broadcast television services over
their existing telephone systems. The UK Government's policy, stated in
the Duopoly Review in 1991 and confirmed in the autumn of 1995, is that the
removal of the restriction will not be reviewed until 1998 at the earliest.
In addition, as a result of the transmission capacity limitations of
twisted pair copper wires historically used in BT's telecommunications
network, particularly between its local distribution points and its
customers' homes, and the age and condition of older portions of BT's
network, unless substantial improvements are made in digital compression or
other technologies, BT may not be able to provide a broadband cable
television service comparable to that offered by Bell Cablemedia South
Herts without substantial capital investment. In October 1995 the
opposition Labour Party proposed allowing BT entry to the entertainment
market earlier than previously envisaged in return for BT providing for
free connection to schools, hospitals and libraries. Although, in later
statements, both major political parties have moved away from this
position, there can be no assurance that BT will not be allowed an
accelerated entry to the entertainment market.
On September 29, 1993, the ITC issued a statement in which it took the
position shared by OFTEL and the Department of Trade and Industry (the "DTI")
that BT and other national PTOs may provide VOD services under their existing
licenses. Bell Cablemedia South Herts similarly is not prevented from
providing VOD services. In order to offer VOD services on a broad scale, the
General Partner believes that BT would have to upgrade its existing
telecommunications switches and to install video distribution facilities and
subscriber decoder devices. BT has been running trials of a VOD system in the
towns of Ipswich and Colchester (which are not within Bell Cablemedia South
Herts' franchise area) in collaboration with BSkyB. The General Partner is
unable to assess fully the technical feasibility or timing of BT or any other
provider offering VOD services. No assurance can be given that VOD will not
provide substantial competition to Bell Cablemedia South Herts in the future.
Other Competitors to Cable Television. The General Partner also
believes that SMATV will provide competition for business customers, for
example hotels. However, such businesses only represent a minor element of
Bell Cablemedia South Herts' cable television business. The General
Partner does not expect that the addition of an additional terrestrial
channel, Channel 5, currently scheduled to be broadcast in March 1997, will
have a significant impact on Bell Cablemedia South Herts' business. The
introduction is expected by the General Partner to make terrestrial
television marginally more attractive to viewers. However, the General
Partner also expects that it will have some benefits for cable television
and DTH providers. Channel 5 has only been allocated a limited range of
frequencies to broadcast its service and is only expected to be available
to approximately 74% of the UK population. The channel will, however, be
available as part of multichannel packages provided by DTH and cable
television providers which could lead to additional demand for cable
television and DTH services.
In addition, there can be no assurance that existing, proposed or as
yet undeveloped technologies will not become dominant in the future and render
cable television systems less profitable or even obsolete. Bell Cablemedia
South Herts intends to monitor closely all relevant technological developments
and, where possible, to position itself to remain competitive.
Cable Telephony
Overview. Until 1981, the UK Post Office was, with certain minor
exceptions, the monopoly supplier of telecommunications services throughout
the UK. BT was formed in 1981, when it took over the telecommunications
assets of the Post Office and became the monopoly UK telecommunications
supplier. BT was privatized in three tranches between 1984 and July 1993.
In 1984, Mercury was formally granted a license to compete with BT.
Prior to this, in November 1983, the Government had given a commitment not
to license, for a period of seven years, companies other than BT or Mercury
to carry telecommunications services nationally over fixed links ("the
Duopoly Policy"). In November 1990 the Secretary of State for Trade and
Industry published a consultative document entitled "Competition and
Choice: Telecommunications Policy for the 1990's", which commenced a
review of the Duopoly Policy and the UK telecommunications market generally
(the "Duopoly Review").
The Duopoly Review was completed in March 1991, and represented, with
consequent changes in policy and to the licenses of telecommunications
operators, a fundamental turning point in the telecommunications industry in
the UK. The major policy change was that anyone could come forward and apply
to the UK Government to run new telecommunications networks over fixed links.
The general presumption, subject to financial and technical competence, would
be that such licenses should be granted unless there were specific reasons to
the contrary. Cable television/telephony operators are now permitted to
provide telephony services in their own right, instead of as agents of BT or
Mercury as previously required, and have the right to switch their telephony
customers' calls. These changes have significantly improved the terms on
which cable operators have been able to require BT, Mercury or another PTO to
interconnect with them. As at February 1996, over 160 companies were licensed
by the DTI to compete with BT and Mercury, operating in various areas and
providing a variety of services. As at January 1997, 44 new international
facilities based licenses had been granted allowing the provision of
international services over international telecommunications systems.
Residential Telephony. Bell Cablemedia South Herts' principal
competitor in the UK residential market is BT, which still held over 90% of
the estimated national market in 1996. Competition is also provided by
other PTOs, including cellular telephone operators described below.
BT has a fully built national telephone network and has extensive
experience in the marketing and operation of telecommunications services in
the UK. In BT's latest fiscal year year ended March 31, 1996 revenues
exceeded Pound Sterling14.4 billion. However, BT's ability to respond to
price competition from local cable/telephony operators is restricted by its
license obligations. BT is not permitted to show undue preference to or
unduly discriminate against different classes of customers and is required
to offer uniform rates nationally, although BT does offer certain discount
schemes that reduce the price of calls by up to 15%. Cable
television/telecommunications providers are only required to offer uniform
rates within a franchise.
The General Partner believes that BT has a number of competitive
advantages over cable television/telecommunications providers in the
telephony market. BT is significantly larger than the cable
television/telecommunications providers and can afford to spend more on
marketing. BT also has extensive experience in the operation of
telecommunications services in the UK. Due to its size, BT is able to make
economies of scale in areas such as customer service.
Despite the price reductions, the General Partner considers that the
nature of Bell Cablemedia South Herts' franchise and network enable it to
price its services below BT's in its franchise area. This is because Bell
Cablemedia South Herts has access to other PTOs, through its digital
switch, and because the marginal cost of Bell Cablemedia South Herts
providing telephony services is lower than BT's, as the costs are shared
with the provision of cable television services. However, in the long
term, Bell Cablemedia South Herts may be unable to offer residential
telephony services at rates lower than those offered by BT and may see a
decline in its average per call residential telephony margins.
Bell Cablemedia South Herts also competes in the residential
telephony market with cellular telephone operators such as Vodafone Group
PLC ("Vodaphone") and Telecom Securicor Cellular Radio Limited ("Cellnet")
(60% owned by BT), Mercury One2One (50% owned by C&W) and Orange plc
("Orange"). Due to the non-exclusive nature of telecommunications licenses
in the UK, Bell Cablemedia South Herts may also compete in the future with
additional entrants to the residential telephony markets, such as Energis
Communications Limited ("Energis"), a long-distance operator, and Ionica L3
Limited ("Ionica"), a wireless loop operator.
In May 1996, Ionica, in conjunction with Scottish Telecom and Nortel,
launched a new telecommunications service in East Anglia, outside the Bell
Cablemedia South Herts franchise area. The system is a wireless local loop
service with calls being transmitted rather than using conventional cables.
The system is targeted at the residential and small business markets.
Ionica intends to roll-out its services nationally and is offering
discounts of up to 20% compared to BT, together with a package of free
network services including caller display and caller return. However, the
General Partner believes that the technology currently used by Ionica will
not operate satisfactorily in built up areas such as the Bell Cablemedia
South Herts franchise area.
Business Telephony. Competition in business telephony has been more
intense than that experienced in residential telephony and, because of the
number of competitors in the area, is expected to intensify further. BT is
Bell Cablemedia South Herts' principal competitor in providing business
telephony services. In addition to BT, Bell Cablemedia South Herts
currently competes with Mercury as well as with other telecommunications
companies, such as Energis, COLT plc ("COLT") and MFS Communications
Limited ("MFS"), and with long distance service resellers, such as WorldCom
International, Inc. ("WorldCom"). BT and Mercury have resources
substantially greater than those of Bell Cablemedia South Herts. In
addition, Bell Cablemedia South Herts may compete in the future with
additional entrants into the business telephony market, some of which may
have substantially larger resources than those of the Partnership. For
example, on December 20, 1994, a subsidiary of American Telephone &
Telegraph Company, AT&T UK, was granted a telecommunications license which
will permit the subsidiary to provide most telecommunications services in
the UK and to convey television signals over its telecommunications
network. In 1996, AT&T launched a business telephony service in the UK and
in December 1996, AT&T was granted an international facilities based
license. In December 1996 TeleWest was granted a national
telecommunications license. There can be no assurance that Bell Cablemedia
South Herts will be able to compete successfully with BT or other
telecommunications companies.
Regulation
The operation of cable television/telephony services in the UK is
regulated under both the Broadcasting Act 1990 (the "Broadcasting Act")
which replaced the Cable and Broadcasting Act 1984 (the "Cable and
Broadcasting Act"), and the Telecommunications Act 1984 (the
"Telecommunications Act"). The operation of cable television/telephony
services in the UK requires two principal licenses: (i) a license (a
"cable television license") issued either under the Cable and Broadcasting
Act (prior to January 1991) or under the Broadcasting Act (since 1991),
which permits the holder to provide cable television services within a
specific franchise area and (ii) a telecommunications license issued under
the Telecommunications Act, which allows the holder to construct and
operate the physical network necessary to provide cable television and
telecommunications services. The ITC is responsible for issuing and
enforcing cable television licenses. The DTI is responsible for issuing,
and OFTEL is responsible for enforcing, telecommunications licenses. In
addition, if an operator utilizes microwave distribution systems as part of
its network, such operator is required to hold a license under the Wireless
Telegraphy Acts of 1949-1967. Any SMATV system covering 1,000 homes or
less requires a telecommunications license, but not a cable television
license, and a cable television system that covers only one building or
generally two adjacent buildings can operate pursuant to an existing
telecommunications services class license.
By virtue of the Telecommunications Code, contained in the
Telecommunications Act and included in a modified form in the
telecommunications licenses of cable operators, cable operators also must
comply with, and are entitled to the benefits of, the Street Works Act, the
principal benefit of which is to allow cable operators the right to
undertake civil construction on public roads. In addition, because the
Street Works Act standardized fees for inspections of construction works by
local government authorities and standardized specifications for
reinstatement of property following excavation, construction delays
previously experienced by cable operators because of separate and often
lengthy negotiations with local government authorities have been reduced.
The rights of cable operators under the Telecommunications Code are
subject to planning legislation. In April 1994, a Planning Order came into
force which requires planning consent for the installation, alteration or
replacement of any telecommunication apparatus on, or within the land
surrounding, a dwelling.
The cable television license held by Bell Cablemedia South Herts was
issued for a 15 year period and is scheduled to expire in 2005. The
telecommunications license held by Bell Cablemedia South Herts was issued
for a 15 year period, which has been extended to a 23 year period, and is
scheduled to expire in 2013.
Cable Television Licenses
General. The stated policy of the ITC is that only one cable
television license will be granted in each franchise area in order to
encourage the development and construction of alternative infrastructure.
Each such license gives the holder the right to provide television services
within the franchise area using cable distribution systems and, in the case
of some cable television licenses issued or renewed for 15 year periods
under the Broadcasting Act, microwave distribution systems.
National PTOs cannot currently compete directly with cable operators
in providing television services because their existing telecommunications
licenses generally do not allow them to convey or provide television services
over their existing national systems. OFTEL and the UK Government have stated
that the restrictions on conveying television signals may be reviewed as early
as 1998, but that the restrictions on the provision by the national PTOs
themselves will not be reviewed until at least 2001. The ITC, however, has
said that in principle BT will not require a cable television license for VOD
services, although the ITC will want to review the particular system used. To
date BT has been trialing VOD services in the towns of Ipswich and Colchester
on a small scale.
Cable operators are, however, subject to competition within their
franchise areas from direct reception terrestrial broadcast television, DTH
satellite-delivered television operators such as BSkyB, and SMATV systems.
With respect to the operation of a SMATV system within a cable operator's
franchise area, the DTI has stated that cable operators will have a right
of first refusal to provide a similar or superior service at a reasonable
price before a new SMATV system will be permitted to begin operations,
subject, among other things, to the cable operator being in compliance with
its telecommunications license.
Restrictions on Ownership. The ITC is under a duty to ensure that
certain entities, including local authorities, political bodies,
advertising agencies and religious bodies do not own, or otherwise
participate in a manner against the public interest in, entities holding
cable television licenses issued under the Cable and Broadcasting Act.
Restrictions may also be imposed on cross ownership of different licensed
services (including local delivery services, independent television
licenses and radio services) and different media (including local and
national newspapers and licensed services, such as local delivery services)
operating in substantially the same franchise area. Cable television
licenses issued under the Cable and Broadcasting Act continue to be
substantially regulated as if the Cable and Broadcasting Act remained in
force under the Broadcasting Act. The ownership rules are substantially
similar for cable television licenses issued under the Broadcasting Act.
The cross media ownership rules have changed following the entry into force
of the Broadcasting Act 1996 and do not now apply to local delivery
services. The BBC, Channel 4 and S4C (the Welsh Channel) are not
permitted to hold local delivery operations licenses. The Secretary of
State for Trade and Industry has wide discretion to amend the rules
relating to cross media ownership and accumulations of interests in
licensed services.
The ITC has the authority to revoke any cable television license in
order to enforce the restrictions on ownership contained in the
Broadcasting Act. The ITC may also revoke any cable television license
issued under the Cable and Broadcasting Act if any change in the nature or
characteristics of the licensee, or any change in the persons having
control over or interests in it, are such that, had they occurred before
the granting of the license, such change would have induced the ITC to
refrain from granting the license. For cable television licenses issued
under the Broadcasting Act the test is one of fitness and propriety of the
holder of the license. The ITC also has authority to impose fines, shorten
the license period or revoke cable television licenses if a cable operator
fails to comply with the conditions of its cable television license or with
any direction of the ITC.
License Term and Renewals. Cable television licenses extend for a
period of 15 years, and all cable television licenses, including those
issued under the Cable and Broadcasting Act, are renewable under the
Broadcasting Act for additional 15 year periods. An application for
renewal must be made not earlier than five years prior to the expiration of
the cable television license and not later than the date on which the ITC
publishes a notice inviting applications for a replacement license. The
ITC may refuse such application but only on limited grounds, including that
the ITC proposes to grant a license in an area different from that
described under the existing license or that the applicant is not providing
services through the whole of its franchised area. If an operator chooses
to renew for an eight year period, it will not be required to pay the
annual fees referred to below, but at the end of the eight year period the
license cannot be renewed again and will be put out for tender and awarded
to the highest bidder, as described below with respect to the award of a
new license. If an operator chooses to renew its license for a 15 year
period, it will be required to pay annually during the renewal period a
percentage to be fixed by the ITC of the operator's cable television
related revenues, plus an additional amount that the ITC believes a
successful applicant would have bid for the franchise if it were being
offered as a new franchise. Licensees holding licenses issued under the
Cable and Broadcasting Act are only required to pay to the ITC annual fees,
which in the aggregate are intended to cover the ITC's administrative
costs. Fees are payable annually and upon the renewal of a license. Bell
Cablemedia South Herts has not yet renewed its cable television license.
New cable television licenses. As of November 1, 1996, cable
television licenses had been granted for franchise areas covering
approximately 16 million homes in the United Kingdom out of 22 million
total homes nationally, including all major metropolitan areas. Under the
Broadcasting Act, a new cable television license (called a local delivery
service license) will be granted to the applicant who submits the highest
cash bid (i.e., offers to pay the highest annual cash sum to the ITC during
each year of the license) except where it appears to the ITC that, based on
the coverage area proposed or the source of the applicant's funds, the
cable television license should be awarded to another applicant. Under any
new cable television licenses, operators will be required to pay annually
to the ITC during the term of the license a percentage to be fixed by the
ITC of the operator's cable television related revenues plus an additional
amount equal to the operator's cash bid.
Revocation of cable television licenses. The ITC can revoke a
cable television license if an operator fails to comply with its conditions
or with any direction of the ITC and the ITC considers revocation to be in
the public interest. If there is any change in either the nature or
characteristics of an operator that is a corporate entity, or any change in
the persons controlling or having an interest in it, the ITC can decide to
revoke the license if due to such changes it would not have awarded the
license under the new circumstances. With respect to licenses issued under
the Broadcasting Act, the ITC can also impose fines and shorten the license
period.
Restrictions on Transfer. The Broadcasting Act permits the transfer
of a cable television license issued under such Act to a third party with the
written consent of the ITC. The ITC has absolute discretion to refuse any
proposed transfer of a license.
Obligations of Licensees. Under the Broadcasting Act, cable
television operators may carry any programming licensed under the
Broadcasting Act but are responsible for ensuring that advertising included
by them in their services conforms to the restrictions set forth in the
codes on advertising, sponsorship and programming produced by the ITC.
Both the cable television and telecommunications licenses impose
obligations on the licensees to provide any information which either OFTEL
or the ITC may require for purposes of exercising their statutory
functions.
Cable Television Operations
Digital Broadcasting. The introduction of digital technology will
greatly increase the number of channels that Bell Cablemedia South Herts
and its competitors are able to provide, allowing greater flexibility in
packaging channels, and enhancing the provision of services such as PPV
which require greater bandwidth than existing services.
Digital Satellite Broadcasting. BSkyB is expected to launch a digital
satellite service in the fall of 1997.
Digital Terrestrial Broadcasting. The Broadcasting Act 1996 has
introduced a new legal framework for the regulation of digital terrestrial
broadcasting. Most of the Broadcasting Act's provisions on digital
terrestrial broadcasting came into force on October 1, 1996. The Act
permits the provision of digital program services, digital additional
services (e.g. text-based services) and qualifying services. Generally,
qualifying services are the digital equivalent of services provided in
analog form by existing broadcasters such as Channel 3 and Channel 4 and
the new Channel 5. The Broadcasting Act 1996 distinguished between
multiplex service providers, those providing the transmission
infrastructure, and digital program providers, those providing the programs
to be broadcast. Both need to be licensed under the Broadcasting Act 1996
(although the holders of existing licenses for Channels 3, 4 and 5 and the
public teletext service will not require new broadcast licenses in order to
simulcast their existing output in digital form). Bell Cablemedia South
Herts will be under a "must-carry" obligation for digital qualifying
services (i.e digital simulcasts of current analog television broadcasts)
once those digital qualifying services commence and it is operating a
digital system.
Six frequencies are available for the provision of television
multiplex services (i.e. the broadcasting for general reception of two or
more digital program services or qualifying services and any digital
additional services in a single information stream). For television, one
multiplex frequency will be licensed to the BBC. Existing independent
terrestrial broadcasters will receive roughly half a frequency for each
existing channel and licenses will be awarded to those broadcasters under
the Broadcasting Act 1996. The remaining frequencies have been advertised
and applied for but are yet to be awarded and granted by the ITC under the
Broadcasting Act 1996. Up to three multiplex licenses may be bundled by
the ITC and awarded in one block. Applicants for multiplex licenses were
required to submit detailed technical plans and were also required to make
proposals on how they intend to promote the acquisition by viewers of the
set-top receiving and decoding equipment. On January 31, 1997, multiplex
license applications were received from two consortia. British Digital
Broadcasting, a consortium of BSkyB, Carlton Communications and Granada
Group (with a program services agreement with the BBC) applied for three of
the three and a half multiplexes available for commercial services. A
similar application was submitted by Digital Television Network, owned by
International CableTel. There was a third application by S4C Digital (the
Welsh Channel) for the remaining half multiplex. The licensing process for
digital terrestrial television is expected to conclude towards the middle
of 1997. The DTI expect that digital terrestrial television services will
be available from about the middle of 1998.
Conditional Access Regulation. Various aspects of digital television
technology are subject to regulation in certain jurisdictions. Pursuant to
Directive 95/47 EU (the "Digital Television Directive") of the European
Parliament and the Council of the European Union, Member States are required
to enact various measures designed (i) to provide for open access to
conditional access systems used by digital television networks, (ii) to reduce
the threat of piracy in the European digital audiovisual environment, and
(iii) to ensure a common approach to the development of technology for
advanced television services.
The Advanced Television Standards Regulations came into force on
January, 7 1997. These Regulations implement the Digital Television
Directive in the UK. The Regulations require that any person operating a
fully digital transmission network open to the public for the distribution
of television services must ensure that the network is capable of
distributing wide-format services. Television sets for sale or rental must
be fitted with at least one interface socket permitting simple connection
of peripherals such as decoders and digital receivers. The Regulations
apply to all sets with a screen larger than 42 centimeters which are put on
the market after August 23, 1996.
Wide screen television services received by and re-distributed on
cable TV systems are required to be redistributed in the wide screen 16:9
format. The Regulations also apply to the provision of conditional access
services. These take two forms: the scrambling and unscrambling of digital
signals ("encryption") and services for the management of viewers'
subscriptions. All digital descrambling equipment must be capable of
unscrambling digital television signals scrambled in accordance with the
common European scrambling algorithm and of displaying signals transmitted
in unscrambled form. Any operator of a conditional access system is
required to ensure that the conditional access system has the necessary
technical capability for cost effective transcontrol at cable head ends
allowing full control by cable companies of services using the conditional
access system. Providers of conditional access systems also have a duty,
when requested, to cooperate with cable companies. The last two provisions
are designed to ensure that a cable company is able, if it wishes, to run
its own conditional access system and provide associated services on its
own cable TV network.
Operators of conditional access systems are required to offer on fair,
reasonable and non-discriminatory terms technical services to broadcasters and
to keep separate financial accounts of their activity as a conditional access
provider.
The Regulations also modify the Telecommunications Act. A
conditional access system used to provide subscriber management or customer
management services is treated as a telecommunications system for the
purposes of the Telecommunications Act. Similarly, subscriber and customer
management services are treated as telecommunications services. Each such
system must be licensed (see below).
The Secretary of State for Trade and Industry has granted a class
license relating to conditional access systems under Section 7 of the
Telecommunications Act. This class license came into force on January, 7
1997. The license authorizes the running of certain systems used for the
provision of conditional access services which are, or which are deemed to be,
telecommunications systems. The license lasts until July 31, 2001 and applies
to all persons producing and marketing conditional access services for digital
television (including cable and satellite operators) unless the DTI has
revoked the license in respect of a particular person. The class license
requires those providing conditional access services to offer them to
broadcasters on fair, reasonable and non-discriminatory terms and to cooperate
with broadcasters to ensure that the interconnection or interoperability of
the conditional access system and associated apparatus. The licensee is also
required to cooperate with cable operators to enable them to transcontrol and
re-transmit the television services cost effectively using the cable
operator's own technical services without incurring unnecessary expense. The
licensee is entitled to charge for its assistance.
Under the class license, The Director General can designate as
interface between the licensed systems and a broadcaster's conditional
access or other transmission system and "essential interface" and
thereafter the licensee must comply with any relevant standard required by
a broadcaster. Relevant standards include appropriate European or other
standards specified by the Director General. The Director General is
required to use reasonable endeavors to obtain the agreement of licensees
to technical standards but cannot require them to incur costs which are
disproportionate to the benefits to be gained from the implementation of a
standard, or to comply with a standard which does not provide adequate
security protection for the conditional access system or which may
materially impair the quality of any service.
Licensees are required to publish their charges and terms and
conditions for the provision of conditional access services. Licensees are
prohibited from bundling services so that sales of one service are
conditional on the purchase of another unless it is necessary for the
provision of the first, or from offering individual services on terms which
are likely to discourage separate supply. The class license also contains
a fair trading condition on terms similar to those in BT's and Mercury's
PTO licenses. If a licensee uses intellectual property rights to prevent
or obstruct products from being made available, the Director General can
direct a licensee to make the relevant rights available.
OFTEL has published draft guidelines dealing with conditional access
in a consultative document dated December 19, 1996. OFTEL has stated that it
recognizes that there might be economic reasons for subsidies for the set top
box that viewers will require to receive digital television services, namely
to stimulate the market for digital broadcast services. However, OFTEL
regards it as important that arrangements for recovery of subsidies should not
distort competition and has requested the views of interested parties on three
alternative types of arrangement that could be used: (i) the subsidy may be a
matter for the supplier of the conditional access system with no contributions
to the recovery of the subsidy from other broadcasters (which may discriminate
against BSkyB as the likely supplier); (ii) all broadcasters using the
conditional access system could pay on a comparable basis towards the recovery
of the set top box subsidy; or (iii) the supplier of the set top box could
enter into a "lock-in" contract with the customer whereby the customer agrees
to purchase programming from the supplier for a designated period. A fourth
alternative whereby customers sign an exclusive deal with the provider of
conditional access services so that they could not take services from any
other broadcaster has been rejected by OFTEL.
OFTEL's draft guidelines deal with the interpretation of the Advanced
Television Services Regulations. The draft guidelines make it clear that once
intellectual property rights are licensed to one manufacturer they must be
made available on a fair and non-discriminatory basis. This is intended to
ensure a competitive market in the manufacture of set top boxes and other
consumer equipment. OFTEL has noted that a licensee will not be required to
offer technical conditional access services where it is impractical, or
unreasonable, nor will it be required to do so where it would jeopardize the
security of the system. As far as possible, OFTEL would expect individual
technical services to be offered on a stand alone basis and not bundled. In
particular, broadcasters should be able to have their own arrangements for
customer management services while receiving technical services from a
licensee.
OFTEL will regulate electronic program guides so far as they relate to
conditional access systems, and has asked for views as part of its
consultative document on the draft guidelines. The ITC will be responsible
for licensing the broadcast element. The ITC issued a draft code of conduct
on January 8, 1997 which gives guidance on the basis on which the ITC expects
electronic program guide services to be provided to prevent behavior by
licensees which may be capable of affecting adversely the operation of the
competitive process in terms of price, quality, choice or affordability of
service.
In principle, OFTEL believes that broadcasters should not be prevented
from offering their own smartcards. OFTEL recognizes broadcasters'
concerns about possible abuse if subscriber authorization services have to
be supplied by a conditional access operator linked to a broadcaster, as is
the case with BSkyB. Broadcasters should not be required to hand over
details of their subscribers in order to use the conditional access system.
At the same time, OFTEL recognizes that conditional access operators should
not be forced to disclose encryption algorithms which are central to their
business. Again, OFTEL has asked for views as part of its consultation
paper on the draft guidelines.
Telecommunications Licenses
General. The telecommunications license granted to a cable operator
permits the holder to install and operate a telecommunications system over
which television and other telecommunications services are provided. The
telecommunications license also permits the holder to connect its system to
other telecommunications systems which may include systems operated by the
broadcasting authorities, satellite television delivery systems and other
telecommunications systems in the UK. Although a telecommunications
license is granted to a cable operator for a particular franchise area, it
is not exclusive and, as a result, a cable operator may compete in the
provision of telephony and other telecommunications services with national
PTOs, such as BT and Mercury, and other telecommunications companies in its
franchise areas.
Pursuant to its telecommunications license, a cable operator is
entitled to the benefits of the Telecommunications Code, which is contained
in the Telecommunications Act. The Telecommunications Code grants rights
and imposes obligations in respect of the installation and maintenance of
apparatus such as ducts, cables and equipment on private or public land and
incorporates procedures to be used for the installation of equipment on
public highways. Cable operators are generally required to enter into
bonding obligations with local government authorities in order to ensure
removal of certain apparatus and reinstatement of roads and streets in the
event of the telecommunications license being terminated.
Build Schedules. Each telecommunications license specifies the build
schedule of the system which the cable operator is required to implement
(by reference to the number of premises passed by specified dates) and the
particular technical characteristics to which the system must adhere. It
is OFTEL's responsibility to enforce compliance with the build schedules.
Failure to comply with the build schedules could result in revocation of
the relevant telecommunications license.
License Term and Renewals. Telecommunications licenses that have been
issued to date have been for periods of either 15 or 23 years from the date of
issuance. Prior to 1992, telecommunications licenses with 23 year terms were
granted only to cable operators utilizing systems with a "switched star"
architecture, while all other operators received licenses with 15 year terms.
Since 1992, the DTI has amended this policy and upon request has extended the
terms of existing 15 year licenses to 23 years provided the cable operator's
system meets certain technical requirements. Telecommunications licenses do
not contain any provisions for renewal, however, it is expected that renewals
of telecommunications licenses will be on similar terms to the current ones.
The Director General may modify telecommunications licenses either with the
agreement of the licensee following a statutory period of public consultation
or following a report of the Monopolies and Mergers Commission ("MMC").
Restrictions on Transfer. Telecommunications licenses may not be
transferred. However, a change of control of an entity holding a license
is allowed subject to compliance with a notification requirement. Licenses
may be revoked if the change in control is deemed to be contrary to the
UK's national security interests or its relations with any other country.
Technical Requirements. The principal technical requirements for the
cable television/telephony systems are contained in the telecommunications
licenses, which address, among other things, technical requirements for
transmissions and performance.
Telephony Operations
Effect of the Duopoly Review. The ability of cable television
operators to provide telephony services is subject to the restrictions
contained in their telecommunications licenses. Following the Duopoly
Review, the restriction on cable operators providing voice telephony
services only as an agent for either BT or Mercury was removed, thereby
enabling the cable operators to seek amendments to their licenses so as to
be able to provide all forms of wired telecommunications services in their
own right, including the ability to switch their own traffic. In addition,
cable operators were granted the right to request that BT and Mercury
provide interconnection.
Since the Duopoly Review, BT has been permitted to offer discounts to
high volume users, albeit subject to several conditions. Importantly, BT is
restricted in the manner in which it can offer discounted services by virtue
of the obligation to charge the same prices nationally and the obligation not
to show undue preference and not to exercise undue discrimination by favoring
its own business to the disadvantage of its competitors. For so long as this
policy remains in effect, BT's ability to respond to local competition from
cable operators will be restricted.
Interconnection and Accounting Separation. The commercial viability
of telephony and other telecommunications services provided by cable operators
depends on their ability to connect with other telecommunications systems in a
cost effective manner. Cable operators' systems must connect with systems
operated by other PTOs for calls that do not originate and terminate on their
system. Each holder of a public telecommunications license (including BT and
Mercury as well as cable operators) is required to negotiate an
interconnection agreement with certain other license holders that seek one
(including Bell Cablemedia South Herts) and either party may request
intervention from OFTEL if there is a failure to agree on terms. OFTEL also
has the power to enforce certain obligations of any party to an
interconnection agreement. In addition, BT is required by its license to
publish copies of certain details of all interconnection agreements entered
into by it.
Until the Duopoly Review, cable operators with adjoining franchises
were unable to connect their networks without the involvement of BT or Mercury
unless the combined areas were relatively small and the franchises were under
common control. The Duopoly Review has resulted in this policy being relaxed,
and the operators of adjacent cable franchises are now able to interconnect
their systems irrespective of whether or not they are under common ownership.
In addition, applications by cable operators to connect more distant
franchises will also be considered by the DTI, and licenses to do so have been
granted.
Following a consultation in June 1993, OFTEL issued in March 1994 the
first part of a three stage program called "Interconnection and Accounting
Separation: The Next Steps." The first step involved the immediate use of an
interconnection determination by the Director General between BT and Mercury
dated December 2, 1993 (the "BT/Mercury Determination") as the basis for
interim interconnection charges payable by other operators to BT.
The second stage involved modifications to BT's license in March 1995
requiring BT to prepare and publish separate regulatory accounts for its
access, network and retail businesses on a half yearly and annual basis. From
this information the Director General is required to determine the charges for
a standard list of interconnection services, which are interconnection
services which BT is obliged to provide, or enter into an agreement to
provide, under conditions of its license. Charges are determined on an
interim basis for each financial year commencing April 1 based on BT's half
yearly regulatory accounts. A final determination and retrospective
adjustments are made, if necessary, once BT's annual regulatory accounts are
published. On January 31, 1996, OFTEL determined BT's interconnection charges
on an interim basis pending publication of BT's regulatory accounts for the
year ended March 31, 1996. On November 20, 1996, OFTEL issued an interim
determination for the year ending March 31, 1997, based on BT's regulatory
accounts for the years ended March 31, 1995 and March 31, 1996. This
determination reduced charges payable by Bell Cablemedia South Herts to BT by
12%. However, the effect of the determination is unknown, because of
uncertainty about the charges for BT terminating traffic on cable systems. No
final determination has yet been made for the year ended March 31, 1996 or the
year ended March 31, 1997.
The third stage of this process involved the identification of further
issues relating to competition and interconnection charges as to which see
below.
Retail Price Regulation. BT is currently subject to price cap
regulation on approximately 65% of its revenues pursuant to the terms of
the August 1992 Price Cap Review. Under the terms of that price cap, BT is
required to adjust its charges for telephone and other telecommunications
services in any year by a percentage equal to the UK domestic retail price
index ("RPI") less 7.5% (until the end of July 1997). The price cap gives
BT discretion to vary charges for separate services at rates which exceed
the overall price cap, subject to certain secondary price caps. OFTEL's
June 1996 statement on the pricing of telecommunications services from 1997
sets out proposals to modify the price cap imposed on BT. These proposals
were agreed to by BT and modifications were made to BT's license on October
1, 1996 at the same time as the fair trading condition was incorporated (as
to which see below). The new price control will be RPI less 4.5% and will
apply from August 1, 1997 until 2001, but only in relation to the bottom
80% of residential customers by bill spend. There is a safeguard reference
cap for small business. OFTEL has indicated that this is likely to be the
last retail price cap imposed on BT. OFTEL has conceded that this, in
combination with the proposed changes for network charges, will result in
"vastly more price freedom for a still dominant BT" at both the retail and
network level. However, OFTEL expects that the new fair trading provision
(described below) will protect others from BT's dominant position. The
retail rates charged by Bell Cablemedia South Herts and other
telecommunications providers are not limited by regulation by any UK
government entity (other than possibly in relation to some international
facilities based services) but are subject to general competition and fair
trading rules.
Fair Trading. On October 1, 1996 OFTEL modified BT's license to
introduce a new fair trading condition which provides for similar
prohibitions to those set out in Articles 85 and 86 of the European Union
("EU") Treaty. The new license condition which became effective on
December 31, 1996 prohibits BT from entering into anti-competitive
agreements and the abuse of a dominant position in the United Kingdom. It
replaces other more specific trading conditions in BT's license. While the
condition does not render anti-competitive agreements and practices void
from the outset or impose automatic penalties for non-compliance, it
enables the Director General to issue final and provisional orders in
respect of any such activity. Once such orders have been made, action in
reliance on them can be taken by BT's competitors. OFTEL has published
draft guidelines on the fair trading condition which is to be introduced
into other telecommunications operators licenses (including that of Bell
Cablemedia South Herts) in due course. It has also been included in the
recently granted international facilities licenses.
BT consented to OFTEL's proposal and the license modifications but
initiated judicial review proceedings in the High Court as to the legality
under UK and EU law of the introduction of the fair trading condition. BT
was unsuccessful before the High Court in seeking to have the Director
General's exercise of his statutory power in imposing the fair trading
condition on December 20, 1996. It is not known at this time whether or
not BT will appeal against the decision of the High Court.
Network Price Cap. The Director General is also engaged in a
consultation exercise (which started in December 1995) with a view to
replacing the annual determination of interconnection charges with two
network price caps based on BT's long-run incremental costs. The Director
General's current proposals (as set out in a further consultative document
titled "Network Charges from 1997" published in December 1996) broadly set
out a framework effectively comprising four different approaches OFTEL
intends to adopt in relation to the pricing of BT's interconnection
services, dependent on the degree of competition. For "competitive
services" BT will be free to set the charges. For "prospectively
competitive services", BT will be subject to a price cap on each service
equal to the percentage change in the RPI. For "bottleneck" and "non-
competitive services", two baskets of services will be introduced, each
subject to a cap of RPI less X (a number yet to be determined). For
"interconnection-specific services", BT will be subject to individual price
caps equal to RPI less X (a number yet to be determined). These proposals
mean that in future approximately 40% of BT's interconnect revenues will be
capped.
The prices BT sets are subject to the application of the fair trading
license condition (as to which see above) and OFTEL intends to use "floors"
and "ceilings" as the main yardsticks to consider whether a charge is anti-
competitive or not. OFTEL is proposing, after further consultation, to
issue a statement in May 1997 that will deal primarily with the values of X
and the starting values for interconnect charges. If BT agrees to
modifications to its license to implement these further proposals, it is
intended that the new network caps will be in place on August 1, 1997,
simultaneously with BT's new retail price cap (as to which see above). As
with other proposed modifications to BT's license, BT's consent will be
required and whilst BT has accepted the retail price cap and fair trading
condition, no assurance can be given that BT will accept modifications to
implement these proposals. If that consent is not forthcoming, OFTEL has
indicated that the present arrangements for setting interconnection charges
will continue until such time as the MMC determines the issue.
Independent Service Providers. On February 27, 1997, OFTEL published
its statement "Promoting competition in services over telecommunications
networks", building upon its February 1996 consultation and subsequent June
1996 statement. This latest statement seeks to bring together the issues
arising in promoting competition in services, in particular by those not
owning their own networks, and seeks to propose a framework for effective
competition in the market for services. The measures are designed to
introduce greater flexibility in the pricing of network services offered by BT
and to ensure that independent service providers can compete on an equal basis
with BT's own services provision business. In particular, OFTEL's position is
that the pricing of network services offered to independent service
providers should be lower than the end-user price to reflect the fact that
BT's value added point of sale costs are not factored in.
Indirect and Equal Access. One advantage cable operators have had in
the marketplace has been their ability to offer direct access to the
Mercury trunk line system, whose long distance charges have historically
been less than those charged by BT. At present, in most areas, the only
way in which a residential BT customer can choose to route calls over the
Mercury trunk network is by dialing a special access code or by purchasing
a special telephone receiver with which, by pressing a special button, it
is possible to select the Mercury network in preference to the BT network.
This situation where a customer buys a telecommunications service from an
operator to which the customer is not directly connected is known as
"indirect access". Equal access is where a customer preselects the
indirect access operator or where the same number of digits is dialed for
each operator, the first few numbers selecting the chosen operator. BT's
and Mercury's licenses have been amended to enable OFTEL to require them to
make available equal access, either by pre-selection or on a call-by-call
basis, subject to, among other things, a cost-benefit study being conducted
and determining that the gains will outweigh the likely costs. This would,
if implemented, allow residential and business customers to choose between
BT, Mercury and any other provider. The feasibility of introducing true
equal access to trunk systems, and the time scale within which it could be
introduced are difficult to estimate. Many UK cable companies have opposed
the equal access recommendations resulting from the Duopoly Review because
they believed that placing BT under an obligation to provide equal access
to the Mercury network would reduce the attraction of systems run by local
operators (which had previously marketed their ability to offer lower cost
calls via Mercury).
In July 1996, OFTEL released a statement setting out its policy on
indirect and equal access dealing with the continued provision by BT of
indirect access to Mercury and other operators, the possible extension of
that obligation on BT to include equal access, and the possible extension
of an indirect access obligation to Mercury and other non-dominant
operators. OFTEL concluded that indirect access will remain an important
route for many customers who are not yet able to take advantage of
competition in direct connections to receive the benefits of competitive
provision of telecommunications services and that BT should continue to
provide indirect access to other operators, given BT's continuing dominant
position in the direct access network. This obligation on BT should not
extend to providing equal access to other operators. OFTEL, having
commissioned a cost benefit analysis, concluded that, rather than a cost
benefit, there would be a significant net cost in implementing equal
access. Non-dominant operators such as Mercury and the cable companies
should not be required to give indirect access to other operators. OFTEL
did state that it considers the "well established operator" threshold of
25% of customer connections in a relevant market to be a useful guide in
determining whether a non-dominant operator should, in the future, be
required to grant indirect access to other operators. This threshold would
not automatically mean that the operator would be required to grant
indirect access, but OFTEL would investigate the issue further in respect
of that operator once the threshold was reached.
International Facilities Licenses. The DTI in December 1996 granted
44 new international facilities based licenses. The new licensees are now
able to compete with the previous duopolists (BT and Mercury) in the
provision of international facilities based services.
Telephone Number Portability. Telephone number portability is the
means by which customers can keep their numbers when moving from one
telephony operator to another operator. The Director General announced on
January 13, 1994 plans for the introduction of telephone number portability
for those numbers which, within the national numbering plan, are allocated
for use at an exchange in a specific geographic area. BT's license obliged
it to provide number portability to other telephony operators (but only if
technically possible and directed to do so by OFTEL). However, OFTEL was
not empowered to determine charges. In August 1994, the Director General
directed BT to provide number portability to Videotron customers in all its
franchise areas other than Winchester by October 7, 1994. A dispute
between BT and Videotron regarding allocation between them of the cost of
implementing number portability was referred informally to the Director
General. The Director General investigated and reflected BT's proposed
charges. The Director General then issued, on February 22, 1995 for formal
consultation, a proposed modification to BT's license setting out the basis
on which charges for number portability would be calculated. BT refused to
consent to the modification which would have given the Director General the
power to resolve disputes concerning portability charges, and the matter
was referred to the MMC in April 1995. On December 14, 1995 the MMC
published a report agreeing with the Director General that the absence of
number portability was against the public interest and that it could be
rectified by a modification to BT's license enabling the Director General
to allocate BT's cost of portability between BT and other operators. The
MMC determined that the allocation of costs over the next 5 years between
BT and other operators would be in the ratio 70:30.
The MMC recommended that each provider would bear its own system
set-up costs. In addition, BT will be permitted to levy a per line set up
charge and a charge reflecting the additional cost of conveying the ported
call. The latter charge would equal half the difference between the cost
of BT's current inefficient "tromboning" method of implementing number
portability and a planned more efficient "call dropback" method. BT will
only be permitted to charge for additional conveyance based on tromboning
until October 1997, whether or not call dropback is then in place. In
addition, OFTEL has power to disallow BT's costs based on inefficiencies.
BT's license was modified in July 1996 to incorporate a condition
which supports the implemention of number portability. BT has reached
agreement with several cable companies and those companies can now offer
number portability to their customers. Bell Cablemedia South Herts has in
the latter part of 1996 migrated to BT's revised standard interconnection
agreement which includes the service comprising one line number
portability. The General Partner believes that number portability will
eliminate an important obstacle to taking cable telephony services,
especially among small business customers.
Universal Service. This is currently defined by OFTEL as the
provision throughout the UK of "affordable access to basic
telecommunications services for all those reasonably requesting it
regardless of where they live". In a consultative document issued in
December 1995, OFTEL estimated the gross annual cost of universal service
provision to be between Pound Sterling60-Pound Sterling90 million per annum
and the net cost, after taking BT benefits into account, to be between zero
and Pound Sterling40 million per annum. Benefits to BT from its obligation
to provide universal service include enhancement of corporate reputation
and marketing and brand recognition.
The DTI is currently reviewing the EC Directives in relation to
universal service. The Full Competition Directive (see below) required
member states to notify the European Commission by January 1, 1997 of the
scheme for sharing the cost of universal service provision they have chosen
to implement. OFTEL published a consultative document containing its
proposals for the period to 2001 on February 25, 1997. While OFTEL
considers that UK customers currently get a good level of service,
opportunities still exist to enhance service provision. OFTEL considers
that the basic level of service to be universally available to all the UK
should encompass: a connection to the fixed network able to support voice
telephony and low speed data and fax transmission; the option of a more
restricted service package at low cost; and reasonable geographic access to
public call boxes across the UK at affordable prices. Three specific
recommendations have been made: to amend BT's license so as to require BT
to ensure that all potential customers have the option of a low-cost
service, offering only incoming calls and emergency calls access; to
encourage alternatives to disconnection for debt to be made available to
reduce the numbers of people left without a telephone; and to amend BT's
license to improve the procedures for locating public call boxes. OFTEL
does not propose to establish a mechanism for funding a universal service
at present. However, should OFTEL perceive the need for a funding
mechanism in the future, it proposes to allow operators to settle accounts
between themselves according to OFTEL standard rules for the calculation of
costs and for determining which services are "fundable". OFTEL believes
its proposals are consistent with the current requirements of EC
legislation and will continue to monitor and keep under review EC universal
service policy to ensure the UK arrangements are in accordance with the EU
framework.
European Telecommunications Liberalization. Liberalization measures
continue to be proposed and implemented throughout the EU although their
impact in the UK regulatory framework is limited in many cases because the
UK, unlike many other Member States, is at an advanced stage of
liberalization. The DTI and OFTEL, however, monitor EU developments to
ensure that both existing and proposed regulation is in accordance with EU
initiatives. The EU's aim is to create a free and open market for
telecommunications. The legal framework for the free movement for terminal
equipment was established by the Terminal Equipment Directive in 1988.
Member States were required in accordance with the Services Directive 1988
(as amended) to abolish all special and exclusive rights for the provision
of telecommunications services other than public switched voice telephony.
Member States are now required under the Full Competition Directive 1996 to
implement full liberalization including of voice telephony by January 1,
1998. A number of Member States may apply to extend this deadline and have
done so. The recent liberalization of international facilities based
services in the UK means that the UK has fully liberalized its
telecommunications market well in advance of this deadline.
Employees
The Partnership has no employees. Bell Cablemedia South Herts is managed as a
part of BCM's Greater London and South East Region, thus benefiting from the
economies of scale of sharing support functions.
ITEM 2. PROPERTIES
Bell Cablemedia South Herts owns a freehold property at 9 Greycaine
Road, Watford consisting of approximately 18,500 square feet of office space.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
While the Partnership's interests are publicly held, there is no
established public market for the limited partnership interests, and it is
not expected that such a market will develop in the future. As of March
27, 1997, the approximate number of investors in the Partnership was 5,200.
ITEM 6. SELECTED FINANCIAL DATA
South Hertfordshire United Kingdom Fund, Ltd.
For the Years
Ended
December 31,
Income Statement Data: 1996 1995 1994 1993 1992
----------- ----------- ------------- ------------ ------------
Revenues $20,851,777 $16,554,283 $ 9,088,929 $ 2,631,555 $ 302,147
Operating, General and (15,691,431) (16,079,815) (13,478,273) (3,679,057) (1,313,296)
Administrative Expenses
Management Fees and Alloca- (3,943,096) (2,754,941) (2,004,964) (1,295,522) (658,335)
tions from General Partner
Depreciation and Amortization (5,129,620) (4,214,341) (3,064,313) (1,999,086) (493,766)
----------- ----------- ----------- ----------- -----------
Operating Loss (3,912,370) (6,494,814) (9,458,621) (4,342,110) (2,163,250)
Interest Income 30,667 17,251 185,472 48,896 141,382
Interest Expense (2,836,056) (2,442,312) (549,834) (262,276) (70,313)
Other Expenses (net) - - (2,410,724) - -
----------- ----------- ----------- ----------- -----------
Loss from continuing operations
before minority interests (6,717,759) (8,919,875) (12,233,707) (4,555,490) (2,092,181)
Minority Interests 2,100,658 2,767,869 3,991,358 298,036 -
----------- ----------- ----------- ----------- -----------
Net Loss (4,617,101) (6,152,006) (8,242,349) (4,257,454) (2,092,181)
----------- ----------- ----------- ----------- -----------
Net Loss per Limited
Partnership Unit (80.28) (106.97) (149.06) (145.81) (137.79)
Weighted Average Number of
Limited Partnership Units
Outstanding 56,935 56,935 54,743 28,906 15,032
Balance Sheet Data:
Total Assets 91,119,344 80,239,942 73,473,610 48,640,459 19,939,456
Accounts Payable to 10,202,585 2,232,050 6,028,108 2,368,948 2,045,589
Affiliates/Related Parties
Long term debt 30,290,110 24,220,560 1,043,000 1,115,381 1,208,000
General Partner's Capital (Deficit) (252,612) (206,441) (144,921) (62,497) (19,922)
Limited Partners' Capital 23,991,699 28,562,629 34,653,115 30,078,228 14,312,432
Minority Interests 13,079,544 13,948,743 18,553,653 8,061,163 -
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations
1996 Compared to 1995
Revenues of the Partnership increased $4,297,494 for the year ended
December 31, 1996, over the similar period in 1995 from $16,554,283 in 1995 to
$20,851,777 in 1996. This increase is primarily the result of an increase in
the South Herts System's customer base. The South Herts System served
approximately 18,300 basic cable television customers, 20,900 residential
telephony lines and 800 business telephony customers at December 31, 1995
as compared to 20,900 basic cable television customers, 24,200 residential
telephony lines and 1,000 business telephony customers at December 31,
1996.
Operating expenses increased $1,747,098 for the year ended December 31,
1996 over the similar period in 1995 from $7,588,812 in 1995 to $9,335,910
in 1996. This increase relates to telephony and programming costs arising
from the growth in the South Herts' customer base.
Selling, general and administrative expenses reduced $2,135,482 for the
year ended December 31, 1996 over the similar period in 1995 from
$8,491,003 in 1995 to $6,355,521 in 1996. This reduction was primarily due
to reductions in overhead costs, resulting from the provision of additional
services by the General Partner in 1996 as compared to 1995.
Management fees and allocated overhead from the General Partner
increased $1,188,155 for the year ended December 31, 1996 over the similar
period in 1995 from $2,754,941 in 1995 to $3,943,096 in 1996. These costs
relate to additional services provided by affiliates of the General Partner
in order to reduce overall costs by taking advantage of economies of scale
within the BCM Group. Overall, the aggregate of selling, general and
administrative expenses and management fees and allocated overhead from the
General Partner has declined in 1996 as compared to 1995.
Depreciation and amortization expense increased $915,279 for the year
ended December 31, 1996 over the similar period in 1995 from $4,214,341 in
1995 to $5,129,620 in 1996. This increase was due to an increase in the
Partnership's depreciable asset base resulting from the buildout of the
South Herts System, mainly during 1995.
Interest income increased $13,416 for the year ended December 31, 1996
over the similar period in 1995 from $17,251 in 1995 to $30,667 in 1996.
The increase in interest income was the result of interest received on
temporary cash balances during 1996 following revised treasury
arrangements.
Interest expense increased $393,744 for the year ended December 31,
1996 over the similar period in 1995 from $2,442,312 in 1995 to $2,836,056
in 1996. This increase was mainly due to an increase in outstanding
indebtedness during 1996, under a credit facility entered into in April
1995, and interest on deferred fees charged by an affiliate of the General
Partner in the second half of 1996.
1995 Compared to 1994
Revenues of the Partnership increased $7,465,354 for the year ended
December 31, 1995, over the similar period in 1994 from $9,088,929 in 1994
to $16,554,283 in 1995. This increase is primarily the result of an
increase in the South Herts System's customer base due primarily to
additional activated plant in 1995. The South Herts System served
approximately 13,900 basic cable television customers, 14,100 residential
telephony lines and 400 business telephony customers at December 31, 1994
as compared to 18,300 basic cable television customers, 20,900 residential
telephony lines and 800 business telephony customers at December 31, 1995.
Operating expenses increased $3,690,614 for the year ended December 31,
1995 over the similar period in 1994 from $3,898,198 in 1994 to $7,588,812
in 1995. This increase relates to telephony and programming costs arising
from the growth in the South Herts' customer base.
Selling, general and administrative expenses reduced $1,089,072 for the
year ended December 31, 1995 over the similar period in 1994 from
$9,580,075 in 1994 to $8,491,003 in 1995. This reduction was primarily due
to reductions in overhead costs, resulting from the provision of additional
services by the General Partner in 1995 as compared to 1994.
Management fees and allocated overhead from the General Partner
increased $749,977 for the year ended December 31, 1995 over the similar
period in 1994 from $2,004,964 in 1994 to $2,754,941 in 1995. These
increases were generally due to an increase in allocated overhead due to
the increased number of customers and the payment of a $266,267 financing
fee in connection with Bell Cablemedia South Herts' Pound
Sterling25,000,000 revolving and term loan facility entered into in April
1995.
Depreciation and amortization expense increased $1,150,028 for the year
ended December 31, 1995 over the similar period in 1994 from $3,064,313 in
1994 to $4,214,341 in 1995. This increase was due to an increase in the
Partnership's depreciable asset base resulting from the continuing buildout
of the South Herts System.
Interest income decreased $168,221 for the year ended December 31, 1995
over the similar period in 1994 from $185,472 in 1994 to $17,251 in 1995.
This reduction in interest income was the result of lower average cash
balances during 1995 as compared to balances invested during 1994 as
balances from the second offering of limited partnership investments, which
was completed in April 1994, were utilized for construction of the network.
Interest expense increased $1,892,478 for the year ended December 31,
1995 over the similar period in 1994 from $549,834 in 1994 to $2,442,312 in
1995. This increase was generally due to an increase in outstanding
indebtedness during 1995, under a credit facility entered into in April
1995, which was used to repay temporary loans from BCM and fund the
construction of the network.
Financial Condition
The Partnership
The Partnership was formed on December 23, 1991 to acquire, construct,
develop, own and operate cable television/telephony systems in the United
Kingdom. As of December 31, 1996 and 1995, the Partnership had raised a total
of $56,935,000 in gross offering proceeds from the sale of 56,935 limited
partnership interests, or $48,817,997 net of sales commissions and other
organizational and offering costs, from both its initial and its secondary
public offerings.
In order to provide additional funding for the construction of the South
Herts System, two additional participants invested in Bell Cablemedia South
Herts in 1993 and 1994. Jones Intercable of South Hertfordshire, Inc.
invested Pound Sterling3,400,000 in Bell Cablemedia South Herts in exchange
for 34,000 Class A shares in November 1993. Also in November 1993,
affiliates of Sandler Capital Management (the "Sandler Group") committed to
invest Pound Sterling6,800,000 in Bell Cablemedia South Herts, of which
Pound Sterling2,266,600 was funded in November 1993 for 22,666 Class B
shares. In June 1994, the Sandler Group invested Pound Sterling3,273,232
for 32,732 Class B shares and Jones Intercable of South Hertfordshire, Inc.
invested Pound Sterling503,283 for 5,033 Class A shares. In July 1994, the
Sandler Group invested Pound Sterling1,800,000 for 18,000 Class B shares
and Jones Intercable of South Hertfordshire, Inc. invested Pound
Sterling466,800 for 4,668 Class B shares.
On June 10, 1994, Jones Global Group, Inc., Jones Intercable, Inc. and
certain of their subsidiaries (collectively, "Jones") and the Sandler Group
entered into agreements to transfer all of their interests in their United
Kingdom cable/telephone operations and franchises, including Jones
Intercable of South Hertfordshire, Inc.'s interest in Bell Cablemedia South
Herts, Jones Global Funds, Inc.'s general partner interest in the
Partnership and the Sandler Group's interest in Bell Cablemedia South Herts
to BCM in exchange for ordinary shares (in the form of ADSs) to be issued
by BCM in connection with a planned public offering of ADSs by BCM. At
that date, BCM was indirectly owned 80 percent by BCI and 20 percent by
C&W.
On July 22, 1994, in connection with the closing of the public offering
by BCM, Jones and the Sandler Group completed the exchange of their
interests in United Kingdom cable/telephony operations and franchises for
ADSs issued by BCM. At closing, BCM acquired Jones Intercable of South
Hertfordshire, Inc.'s interest in Bell Cablemedia South Herts, the Sandler
Group's interest in Bell Cablemedia South Herts and the general partner
interest in the Partnership. In October 1994, the Partnership invested
Pound Sterling5,108,900 in Bell Cablemedia South Herts for 51,089 Class A
shares and BCM invested Pound Sterling2,554,600 in Bell Cablemedia South
Herts for 25,546 Class A shares. In November 1994, the Partnership
invested Pound Sterling1,410,000 in Bell Cablemedia South Herts for 14,100
Class A shares and BCM invested Pound Sterling705,000 in Bell Cablemedia
South Herts for 7,050 Class A shares. As a result of these transactions,
Bell Cablemedia South Herts is owned 66.7 percent by the Partnership
and 33.3 percent by BCM, and the general partner of the Partnership is
Fawnspring Limited, a wholly owned subsidiary of BCM.
As stated above, the Partnership's source of cash has been the net
proceeds of its offerings of limited partnership interests. Historically,
the Partnership's principal uses of cash have been capital contributions to
Bell Cablemedia South Herts in order to fund the Partnership's
proportionate share of the construction costs of the South Herts System.
As discussed below, the General Partner believes that no additional capital
contributions will be required to fund the completion of construction and
operations of the South Herts System. Accordingly, in the future, the
Partnership's uses of cash will be restricted to covering its
administration costs (principally insurance premiums, legal and accounting
costs associated with the Partnership's annual audit and periodic
regulatory filings and general administration). As of December 31, 1996
the Partnership had current liabilities of approximately $490,000 owing to
BCM. Accordingly, until such time as Bell Cablemedia South Herts begins to
pay dividends on its ordinary shares (which is not expected in the
foreseeable future) the Partnership will be required to fund its
administrative expenses by additional issuances of limited partnership
interests or from borrowings. The General Partner will arrange for
resources to be made available for the Partnership to meet its obligations
as they fall due.
Bell Cablemedia South Herts
During 1996, Bell Cablemedia South Herts had approximately $5.5 million
of capital expenditures. Most of these expenditures were for the
construction of the South Herts System and were largely funded by
depreciation.
In July 1992, Bell Cablemedia South Herts entered into an agreement
with a bank to refinance its primary office/headend building for Pound
Sterling800,000. This loan was to be repaid over 10 years with quarterly
principal and interest payments due July 1993 through July 2002. Interest
was calculated at the London Interbank Offered Rate ("LIBOR") plus 2%. In
March 1995, this loan was repaid.
On April 18, 1995, Bell Cablemedia South Herts entered into an agreement
with two major banks to provide a Pound Sterling25,000,000 revolving and
term loan credit facility agreement maturing on December 31, 2003 (the
"South Herts Credit Agreement"). On October 18, 1996, Pound
Sterling5,000,000 was cancelled and the facility reduced to Pound
Sterling20,000,000.
The credit facility is structured as a revolving facility through
December 31, 1997, at which time the facility will be converted into a term
loan. The term loan portion will require repayment of outstanding
principal amounts beginning in 1999, with the final 50% of such amounts
being repaid in 2002 and 2003. The facility is divided into two tranches,
denoted Facility A and Facility B, and the aggregate amount drawn down
under both tranches may not exceed Pound Sterling20,000,000. Amounts drawn
down under Facility A bear interest at sterling LIBOR plus a margin of
2.5%. The availability of Facility B of Pound Sterling20,000,000 is
subject to certain conditions which have been satisfied and amounts drawn
down under Facility B bear interest at sterling LIBOR plus a margin ranging
from 0.75% to 2.0% depending on the bank debt ratio (the ratio of bank debt
to annualised operating cash flow) of Bell Cablemedia South Herts.
The South Herts Credit Agreement contains various covenants including
financial covenants such as a cumulative revenue test, bank debt ratio,
interest cover ratio, a homes marketed test, a fixed charges ratio and a
pro-forma debt service ratio and other covenants such as restrictions on
disposals and on the creation of indebtedness and encumbrances. The South
Herts Credit Agreement also includes a restriction on the payment of dividends
which provides that dividends or distributions in respect of its issued share
capital and payments in respect of certain intercompany loans may not be made
prior to December 31, 1997. Such payments will be permitted thereafter only
if the bank debt ratio for the previous two accounting quarters is less than
5.5:1 and no event of default or potential event of default has occurred and
is continuing at such time and the payment of such dividend or distribution
will not give rise to an event of default or potential default.
The South Herts Credit Agreement contains certain events of default
including non-payment of amounts due under the South Herts Credit
Agreement, breaches of representations and covenants (including financial
ratios) contained in the South Herts Credit Agreement, cross-default to
certain other indebtedness of Bell Cablemedia South Herts, certain
bankruptcy and insolvency events and certain changes of ownership.
The obligations of Bell Cablemedia South Herts under the South Herts
Credit Agreement are secured by first fixed and floating charges over all
of the assets of Bell Cablemedia South Herts. In addition, there is a
pledge of all of the share capital of Bell Cablemedia South Herts given by
BCM and the Partnership as additional security for the facility.
Drawdowns of Pound Sterling17.7 million have occurred under the South
Herts Credit Agreement since April 1995, partly to repay the temporary
loans made to Bell Cablemedia South Herts by BCM since November 1994. The
General Partner believes that the South Herts Credit Agreement will be
sufficient to fund the completion of construction and operation of the
South Herts system. The amount outstanding under the facility at December 31,
1996 and at February 28, 1997 was Pound Sterling17,700,000.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1996 AND 1995
AND FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
INDEX
Page
----
Independent Auditors' Reports 33
Consolidated Balance Sheets 34
Consolidated Statements of Operations 36
Consolidated Statements of Partners' Capital (Deficit) 37
Consolidated Statements of Cash Flows 38
Notes to Consolidated Financial Statements 39
INDEPENDENT AUDITORS' REPORT
To the Directors of:
South Hertfordshire United Kingdom Fund, Ltd.
We have audited the accompanying balance sheets of South Hertfordshire
United Kingdom Fund, Ltd. (a Colorado limited partnership) as of December
31, 1996 and 1995, and the related statements of operations, partners'
capital (deficit) and cash flows for each of the three years in the period
ended December 31, 1996. These financial statements are the responsibility
of the General Partner's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of South
Hertfordshire United Kingdom Fund, Ltd. as of December 31, 1996 and 1995,
and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 1996 in conformity with generally
accepted accounting principles.
DELOITTE & TOUCHE
London, England
March 20, 1997
SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.
(A Limited Partnership)
CONSOLIDATED BALANCE SHEETS
December 31
--------------------------
ASSETS 1996 1995
- ------ ----------- -----------
CASH AND CASH EQUIVALENTS $ 2,200,982 $ 676,731
RECEIVABLES:
net of allowances for
doubtful accounts of $765,634 and $697,594
at December 31, 1996 and 1995, respectively 4,935,769 3,394,542
PREPAID EXPENSES 301,868 360,602
----------- -----------
CURRENT ASSETS 7,438,619 4,431,875
INVESTMENT IN CABLE TELEVISION AND
TELECOMMUNICATIONS PROPERTIES,
net of accumulated depreciation and
amortization of $16,061,206 and $9,490,853
at December 31, 1996 and 1995, respectively 82,972,180 75,073,378
OTHER ASSETS 708,545 734,689
----------- -----------
Total assets $91,119,344 $80,239,942
=========== ===========
The accompanying notes to financial statements
are an integral part of these balance sheets.
SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.
(A Limited Partnership)
CONSOLIDATED BALANCE SHEETS
December 31
--------------------------
ASSETS 1996 1995
- ------ ----------- -----------
LIABILITIES:
Accounts payable to affiliates
and related parties $10,202,585 $ 2,232,050
Trade accounts payable 4,770,009 4,652,911
Accrued liabilities 3,383,259 3,720,929
Bank overdraft 719,136 -
Short term obligations under
capital leases 1,057,014 840,441
----------- -----------
Current liabilities 20,132,003 11,446,331
Long term debt 30,290,010 24,220,560
Long term obligations under capital leases 1,259,022 2,084,780
----------- -----------
Total liabilities 51,681,035 37,751,671
----------- -----------
COMMITMENTS AND CONTINGENCIES - -
MINORITY INTERESTS 13,079,544 13,948,743
PARTNERS' CAPITAL (DEFICIT):
General Partner-
Contributed capital 1,000 1,000
Accumulated deficit (253,612) (207,441)
----------- -----------
(252,612) (206,441)
----------- -----------
Limited Partners-
Net contributed capital (56,935
units outstanding at December 31,
1996 and 1995, respectively) 48,817,997 48,817,997
Accumulated deficit (24,826,298) (20,255,368)
----------- -----------
23,991,699 28,562,629
----------- -----------
Currency translation adjustment 2,619,678 183,340
----------- -----------
Total partners' capital 26,358,765 28,539,528
----------- -----------
Total liabilities and partners' capital $91,119,344 $80,239,942
=========== ===========
The accompanying notes to financial statements
are an integral part of these balance sheets.
SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.
(A Limited Partnership)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31,
--------------------------------------------------------------
1996 1995 1994
------------ ------------ -------------
REVENUES $20,851,777 $16,554,283 $ 9,088,929
COSTS AND EXPENSES:
Operating (9,335,910) (7,588,812) (3,898,198)
Selling, general and administrative (6,355,521) (8,491,003) (9,580,075)
Management fees and allocated overhead
from the General Partner (3,943,096) (2,754,941) (2,004,964)
Depreciation and amortization (5,129,620) (4,214,341) (3,064,313)
----------- ----------- -----------
OPERATING LOSS (3,912,370) (6,494,814) (9,458,621)
----------- ----------- -----------
OTHER INCOME (EXPENSE):
Interest income 30,667 17,251 185,472
Interest expense (2,836,056) (2,442,312) (549,834)
Other expenses (net) - - (2,410,724)
------------ ------------ ------------
LOSS FROM CONTINUING OPERATIONS
BEFORE MINORITY INTERESTS (6,717,759) (8,919,875) (12,233,707)
Minority interests 2,100,658 2,767,869 3,991,358
------------ ------------ ------------
NET LOSS: $ (4,617,101) $ (6,152,006) $ (8,242,349)
============ ============ ============
ALLOCATION OF NET LOSS (Note 1):
General Partner $ (46,171) $ (61,520) $ (82,424)
============ ============ ============
Limited Partners $ (4,570,930) $ (6,090,486) $ (8,159,925)
============ ============ ============
NET LOSS PER LIMITED PARTNERSHIP UNIT $ (80.28) $ (106.97) $ (149.06)
============ ============ ============
WEIGHTED AVERAGE NUMBER OF LIMITED
PARTNERSHIP UNITS OUTSTANDING 56,935 56,935 54,743
============ ============ ============
The accompanying notes to financial statements
are an integral part of these statements.
SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.
(A Limited Partnership)
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
For the Years Ended December 31,
-------------------------------------------------------------------
1996 1995 1994
------------ ------------ -------------
GENERAL PARTNER:
Balance, beginning of period $ (206,441) $ (144,921) $ (62,497)
Net loss for period (46,171) (61,520) (82,424)
------------ ------------ ------------
Balance, end of period $ (252,612) $ (206,441) $ (144,921)
============= ============ ============
LIMITED PARTNERS:
Balance, beginning of period $ 28,562,629 $ 34,653,115 $ 30,078,228
------------ ------------ ------------
Capital contributed - - 14,765,000
Less -
Sales commissions - - (1,476,500)
Syndication costs - - (553,688)
------------ ------------ ------------
Net contributed capital - - 12,734,812
Net loss for period (4,570,930) (6,090,486) (8,159,925)
------------ ------------ ------------
Balance, end of period $ 23,991,699 $ 28,562,629 $ 34,653,115
============= ============ ============
Translation adjustment
2,619,678 183,340 (1,449,317)
------------ ------------ ------------
Total partners' capital
$ 26,358,765 $ 28,539,528 $ 33,058,877
============= ============ ============
The accompanying notes to financial statements
are an integral part of these statements.
SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.
(A Limited Partnership)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31,
-------------------------------------------------------------------
1996 1995 1994
------------ ------------ -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (4,617,101) $ (6,152,006) $ (8,242,349)
Adjustments to reconcile net loss to net
cash used in operating activities:
Minority interests (2,100,658) (4,604,910) (3,991,358)
Depreciation and amortization 5,129,620 4,214,341 3,064,313
Write off of deferred development expenditures - - 2,487,690
Increase in other receivables (1,124,204) (942,689) (875,105)
Decrease/(increase) in prepaid expenses and
other assets 178,287 (644,312) (183,685)
Increase/(decrease) in accounts payable to
related parties 7,134,099 - (715,592)
(Decrease)/increase in trade accounts payable
and accrued liabilities (846,131) (1,925,036) 2,670,952
------------ ------------ -------------
Net cash used in operating activities 3,753,912 (10,054,612) (5,785,134)
------------ ------------ -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Construction payments for cable television/telephony
system (5,538,433) (10,032,520) (38,484,112)
Net cash used in investing activities (5,538,433) (10,032,520) (38,484,112)
------------ ------------ -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Contributed capital, net of syndication costs
and sales commissions - - 12,734,812
Proceeds from sale of common stock by subsidiary - - 14,533,811
Proceeds from borrowings 3,289,440 24,220,560 390,748
Decrease in net subscriptions receivable - - 531,300
(Repayments of) proceeds from shareholder loans - (4,374,752) 4,374,752
Increase in accounts payable to affiliates - 784,919 -
Overdraft movement 658,245 - -
Repayment of property loan - (1,043,000) -
Principal payments under capital leases (831,290) (478,047) -
------------ ------------ -------------
Net cash provided by financing activities 3,116,395 19,109,680 32,565,423
------------ ------------ -------------
Effect of exchange rate changes on cash 192,377 1,514,876 1,902,201
Increase (decrease) in cash and cash equivalents 1,524,251 537,424 (9,801,622)
Cash and cash equivalents, beginning of period 676,731 139,307 9,940,929
Cash and cash equivalents, end of period $ 2,200,982 $ 676,731 $ 139,307
============ ============ =============
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Interest paid $ 2,492,396 $ 2,245,782 $ 549,834
============ ============ =============
The accompanying notes to financial statements
are an integral part of these statements.
SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.
(A Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) ORGANIZATION AND PARTNERS' INTERESTS
Formation and Business
South Hertfordshire United Kingdom Fund, Ltd., formerly known as Jones
United Kingdom Fund, Ltd. (the "Partnership"), a Colorado limited
partnership, was formed on December 23, 1991, pursuant to a public
offering. The Partnership was formed to acquire, construct, develop, own
and operate cable television/telephony systems in the United Kingdom.
Fawnspring Limited, a UK corporation, is the general partner of the
Partnership (the "General Partner").
The period of the Partnership's first public offering expired on August
15, 1992. Because the Partnership required funds beyond those raised by
its first offering in order to construct and develop a franchise to own and
operate the South Herts System, the General Partner, on behalf of the
Partnership, sold additional interests in the Partnership during an
offering period that commenced in September 1992 and ended in April 1994.
As of December 31, 1996 and 1995, the Partnership had raised a total of
$56,935,000 in gross offering proceeds from the sale of 56,935 limited
partnership interests, or $48,817,997 net of sales commissions and other
organizational and offering costs, from both its initial and its secondary
public offerings.
Contributed Capital
The capitalization of the Partnership is set forth in the accompanying
Consolidated Statements of Partners' Capital (Deficit). No existing limited
partner is obligated to make any additional contributions to partnership
capital.
The General Partner purchased its interest in the Partnership by
contributing $1,000 to partnership capital.
Profits, losses and distributions of the Partnership are allocated 99
percent to the limited partners and 1 percent to the General Partner until
the limited partners have received distributions equal to 100 percent of
their capital contributions plus an annual return thereon of 12 percent,
cumulative and non-compounded. Thereafter, profits and distributions will
generally be allocated 75 percent to the limited partners and 25 percent to
the General Partner. Interest income earned prior to the formation of the
Partnership was allocated 100 percent to the limited partners.
Investment in Subsidiary
Bell Cablemedia (South Hertfordshire) Limited (formerly Jones Cable
Group of South Hertfordshire Limited) ("Bell Cablemedia South Herts") is a
United Kingdom corporation originally owned by Jones Global Funds, Inc.
(the previous general partner) and Jones Cable Group, Ltd., an affiliate of
the previous general partner. Bell Cablemedia South Herts is the holder of
a franchise to own and operate a cable television/telephony system in the
South Hertfordshire franchise area, located adjacent to the northwest
perimeter of Greater London, England (the "South Herts System"). There are
approximately 94,000 homes in the franchise area, of which approximately
85,100 have been passed by the South Herts System's cable
television/telephony network now that construction in the franchise area is
substantially complete.
On February 20, 1992, upon receipt of approval from United Kingdom
regulatory authorities, the Partnership acquired through nominees, the
beneficial ownership of 100 percent of the shares of Bell Cablemedia South
Herts. The acquisition by the Partnership of all of the shares of Bell
Cablemedia South Herts resulted in the Partnership acquiring beneficial
ownership of the South Herts System. The Partnership reimbursed Jones
Global Funds, Inc. and certain of its affiliates (the "Former Owners"), at
cost, for their expenses in connection with obtaining, holding and
maintaining the franchise rights or licenses for the South Herts System,
for capital expenditures during the period before the Partnership acquired
the beneficial ownership of Bell Cablemedia South Herts, and for the amount
of operating and interest expenses in excess of operating receipts incurred
during such period, which totalled $4,996,700. Subsequent to the
Partnership's acquisition of Bell Cablemedia South Herts, additional cost
reimbursements have been made to the general partner for construction
costs. Partnership funds are maintained in U.S. bank accounts as
protection from foreign passive income tax restrictions and are used to
reimburse the general partner for the South Herts System's construction and
operation. Through December 31, 1996 and 1995, the total amount reimbursed
to fund the South Herts System's construction and development was
approximately $48,800,000. As a result of the acquisition of the shares of
Bell Cablemedia South Herts in 1992, it has been consolidated with the
Partnership's operations.
In order to provide additional funding for the construction of the South
Herts System, two additional participants invested in Bell Cablemedia South
Herts in 1993 and 1994. Jones Intercable of South Hertfordshire, Inc.
invested Pound Sterling3,400,000 in Bell Cablemedia South Herts in exchange
for 34,000 Class A shares in November 1993. Also in November 1993,
affiliates of Sandler Capital Management (the "Sandler Group") committed to
invest Pound Sterling6,800,000 in Bell Cablemedia South Herts, of which
Pound Sterling2,266,600 was funded in November 1993 for 22,666 Class B
shares. In June 1994, the Sandler Group invested Pound Sterling3,273,232
for 32,732 Class B shares and Jones Intercable of South Hertfordshire, Inc.
invested Pound Sterling503,283 for 5,033 Class A shares. In July 1994, the
Sandler Group invested Pound Sterling1,800,000 for 18,000 Class B shares
and Jones Intercable of South Hertfordshire, Inc. invested Pound
Sterling466,800 for 4,668 Class B shares.
On June 10, 1994, Jones Global Group, Inc., Jones Intercable, Inc. and
certain of their subsidiaries (collectively, "Jones") and the Sandler Group
entered into agreements to transfer all of their interests in their United
Kingdom cable television/telephony operations and franchises, including
Jones Intercable of South Hertfordshire, Inc.'s interest in Bell Cablemedia
South Herts, Jones Global Funds, Inc.'s general partner interest in the
Partnership and the Sandler Group's interest in Bell Cablemedia South Herts
to Bell Cablemedia plc ("BCM") in exchange for American Depositary Shares
("ADSs") issued by BCM in connection with a planned public offering of ADSs
by BCM.
On July 22, 1994, in connection with the closing of the public offering by
BCM, Jones and the Sandler Group completed the exchange of their interests in
United Kingdom cable/telephony operations and franchises for ADSs issued by
BCM. At closing, BCM acquired Jones Intercable of South Hertfordshire, Inc.'s
interest in Bell Cablemedia South Herts, the Sandler Group's interest in Bell
Cablemedia South Herts and the general partner interest in the Partnership.
In October 1994, the Partnership invested Pound Sterling5,108,900 in Bell
Cablemedia South Herts for 51,089 Class A shares and BCM invested Pound
Sterling2,554,600 in Bell Cablemedia South Herts for 25,546 Class A shares.
In November 1994, the Partnership invested Pound Sterling1,410,000 in Bell
Cablemedia South Herts for 14,100 Class A shares and BCM invested Pound
Sterling705,000 in Bell Cablemedia South Herts for 7,050 Class A shares. As a
result of these transactions, Bell Cablemedia South Herts is now owned 66.7
percent by the Partnership and 33.3 percent by BCM, and the general partner of
the Partnership is now Fawnspring Limited, a wholly owned subsidiary of BCM.
The General Partner provides consulting services to the Partnership. The
General Partner may delegate some or all of the consulting services to BCM or
to other affiliates.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Records
The accompanying financial statements have been prepared on the accrual
basis of accounting in accordance with generally accepted accounting
principles. The Partnership tax returns are also prepared on the accrual
basis.
Principles of Consolidation
As a result of the Partnership's majority ownership of Bell Cablemedia
South Herts, it has been consolidated with the Partnership's operations in
the accompanying audited financial statements as of December 31, 1996, 1995
and 1994.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, amounts held in banks and
highly liquid investments purchased with a maturity of three months or less.
Currency Exchange Rates
The costs incurred by Bell Cablemedia South Herts are converted from
United Kingdom pounds sterling to United States dollars pursuant to
Statement of Financial Accounting Standard No. 52 ("SFAS 52"). Since
pounds sterling represent Bell Cablemedia South Herts' functional currency,
translation adjustments related to recording assets and liabilities in U.S.
dollars at current exchange rates are charged or credited directly to
cumulative translation adjustment in shareholder's equity. In the
discretion of the General Partner, net proceeds received from the sale of
Partnership interests will be converted from United States dollars to
United Kingdom pounds sterling. Likewise, net proceeds from the sale or
refinancing of the Partnership's cable television/telephony properties will
be converted from United Kingdom pounds sterling to United States dollars
in order to make any distributions to the partners.
Limited Partner investments in Bell Cablemedia South Herts were made at an
average exchange rate of $1.62 per United Kingdom pound sterling. The average
exchange rate used in the preparation of this report for the year ended
December 31, 1996 was $1.57 per United Kingdom pound sterling and the closing
exchange rate at December 31, 1996 was $1.71 per United Kingdom pound
sterling.
Because the Partnership maintains its funds in US dollars but is required
to reimburse the General Partner in UK pounds sterling for expenditures
incurred by the General Partner for the construction and operation of the
South Herts System, the Partnership may encounter currency exchange rate
risks. To hedge these risks, the Partnership has entered into forward
foreign exchange contracts from time to time. At December 31, 1996 and
1995, the Partnership had incurred a cumulative loss of $813,014 on forward
foreign exchange contracts, which was capitalized in the investment in
cable television and telecommunications properties. At December 31, 1996
the Partnership did not have any open forward foreign exchange contracts.
Property, Plant and Equipment
Prior to receiving the first revenues from subscribers of a cable
television/telephony system constructed by the Partnership, all construction
costs, operating expenses and interest related to the system are capitalized.
From the time of such receipt until completion of the main construction build
(defined as the "prematurity period"), which in most cases is no longer than
two years, except in major urban markets, in which case the prematurity period
may be longer than two years, portions of certain fixed operating expenses and
interest are capitalized in addition to direct construction costs. The
General Partner has estimated a prematurity period of 3 years for the South
Herts System based upon its urban location, housing density and requirement
for mostly underground cable. The portions capitalized are decreased as
progress is made toward obtaining the subscriber level expected at the end of
the prematurity period, after which no further expenses are capitalized. At
December 31, 1996 and 1995, the investment in the cable television and
telecommunications network was comprised of $77,901,431 and $70,267,477 of
cable network and other electronic equipment, $2,256,896 and $2,110,988 of
freehold buildings, and $2,813,853 and $2,694,913 of office and other
equipment, respectively. As of December 31, 1996, the South Herts System had
received $49,428,691 of revenue from operations. During 1994 Bell Cablemedia
South Herts wrote off deferred development expenditure of $2,487,690 to the
consolidated statement of operations.
Depreciation is provided on property, plant and equipment at rates which
are intended to write off the cost of the assets over their estimated
useful lives. Effect is given to commercial and technical obsolescence.
For 1994 there was a change in the assets' lives to a consistent basis with
those adopted by the General Partner and its affiliates. The effect of
this change increased the net loss by $358,835 for the year ended December
31, 1994. Depreciation is provided on a straight line basis over 10-40
years for the cable network and other electronic equipment, 50 years for
freehold property and 4-8 years for office and other equipment.
Depreciation of the capitalized construction costs begins from the time of
receiving first revenues from subscribers. During the prematurity period a
portion of the depreciation is recognized, based on the projected
construction costs at the end of the prematurity period. The portions
depreciated are increased as progress is made toward the prematurity
period, after which full depreciation continues.
Revenue Recognition
Subscriber prepayments are initially deferred and recognized as revenue
when earned.
Other Receivables
Refunds applied for of value-added taxes paid by the Partnership are
recorded as other receivables on the Consolidated Balance Sheets.
Pervasiveness of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that effect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from these
estimates.
New Accounting Pronouncements
In June 1996, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 125 "Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities", ("SFAS 125"). SFAS 125 establishes,
among other things, new criteria for determining whether a transfer of
financial assets in exchange for cash or other consideration should be
accounted for as a sale or a pledge of collateral in a secured borrowing.
SFAS 125 also establishes new accounting requirements for pledged
collateral. As issued SFAS 125 is effective for all transfers and
servicing of financial assets and extinguishment of liabilities occurring
after December 31, 1996. In December 1996, SFAS No. 127 "Deferral of the
Effective date of Certain Provisions of SFAS No. 125" ("SFAS 127") was
issued. SFAS 127 defers for one year the effective date of certain
requirements of SFAS 125. The adoption of SFAS 125 is not expected to have
an impact on the financial statements of the Partnership.
Presentation of Comparative Information
Certain reclassifications have been made to the prior year's presentation
to conform to that used in the current year.
(3) TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATED ENTITIES
Consulting and Management Fees
An affiliate of the General Partner is entitled to be paid a consulting
fee by Bell Cablemedia South Herts. During the construction phases of the
South Herts System, this consulting fee was 2 percent of construction
costs. After completion of construction of each portion of the system, the
consulting fee for the completed portion is 5 percent of the gross
revenues, excluding revenues from the sale of cable television/telephony
systems. The consulting fee is calculated and payable monthly. Consulting
fees paid or payable by Bell Cablemedia South Herts for the years ended
December 31, 1996, 1995 and 1994 were $1,370,755, $1,068,887, and
$1,008,545, respectively. All these amounts were expensed on the
Consolidated Statements of Operations for the years ended December 31,
1996, 1995 and 1994, respectively.
Distribution Ratios and Reimbursement
Any Partnership distributions made from cash flow (defined as cash
receipts derived from routine operations, less debt principal and interest
payments and cash expenses) are allocated 99 percent to the limited
partners and 1 percent to the General Partner. Any distributions other
than interest income on limited partner subscriptions earned prior to the
acquisition of the Partnership's first cable television system or from cash
flow, such as from the sale or refinancing of a system or upon dissolution
of the Partnership, will be made as follows: 99 percent to the limited
partners and 1 percent to the General Partner until any negative balances
in the limited partners' capital accounts are reduced to zero; 100 percent
to the General Partner until any negative balance in its capital account is
reduced to zero; 99 percent to the limited partners and 1 percent to the
General Partner until the balance in the limited partners' capital accounts
is equal to their adjusted capital contribution plus a 12 percent return;
100 percent to the General Partner until the balance in its capital account
is equal to its adjusted capital contribution, and any remaining income or
gain shall be allocated 75 percent to the limited partners and 25 percent
to the General Partner.
The General Partner and its affiliates are entitled to reimbursement from
Bell Cablemedia South Herts for direct and indirect expenses allocable to
the operation of the South Herts System, and from the Partnership for
direct and indirect expenses allocable to the operation of the Partnership
which include but are not limited to, rent, supplies, telephone, travel,
copying charges and salaries of any full or part-time employees. The
General Partner believes that the methodology used in allocating these
expenses is fair and reasonable. During the years ended December 31, 1996,
1995 and 1994, reimbursement made by Bell Cablemedia South Herts and the
Partnership to the General Partner or its affiliates (or its predecessor)
for any allocable direct and indirect expenses totalled $2,572,341,
$1,419,554 and $996,419 respectively.
In connection with Bell Cablemedia South Herts' Pound Sterling20,000,000
revolving and term loan credit facility agreement, originally entered into in
April 1995, amended in October 1996 and described in section (4) below, Bell
Cablemedia Management Limited, an affiliate of the General Partner, received a
1% financing fee. The fee was allocated between the investors in Bell
Cablemedia South Herts in proportion to their shareholding. The Partnership's
share of this fee amounted to $266,267.
The General Partner and its affiliates may make advances to, and defer
collection of fees and allocated expenses owed by, the Partnership, although
they are not required to do so. The Partnership will be charged interest on
such advances and deferred amounts. For the year ended December 31, 1996,
interest on deferred fees of $136,183 was charged by an affiliate of the
General Partner, and interest on advances of $15,676 was charged by the
General Partner. For the years ended December 31, 1995 and 1994 no such
interest was charged to the Partnership by the General Partner or its
affiliates.
(4) FINANCING
The Partnership
As stated above, the Partnership's source of cash has been the net
proceeds of its offerings of limited partnership interests. Historically,
the Partnership's principal uses of cash have been capital contributions to
Bell Cablemedia South Herts in order to fund the Partnership's
proportionate share of the construction costs of the South Herts System.
As discussed below, the General Partner believes that no additional capital
contributions will be required to fund the completion of construction and
operations of the South Herts System. Accordingly, in the future, the
Partnership's uses of cash will be restricted to covering its
administration costs (principally insurance premiums, legal and accounting
costs associated with the Partnership's annual audit and periodic
regulatory filings and general administration). As of December 31, 1996,
the Partnership had current liabilities of approximately $490,000 owing to
BCM. Accordingly, until such time as Bell Cablemedia South Herts begins to
pay dividends on its ordinary shares (which is not expected in the
foreseeable future) the Partnership will be required to fund its
administrative expenses by additional issuances of limited partnership
interests or from borrowings. The General Partner will arrange for
resources to be made available for the Partnership to meet its obligations
as they fall due.
Bell Cablemedia South Herts
In July 1992, Bell Cablemedia South Herts entered into an agreement with a
bank to refinance its primary office/headend building for Pound
Sterling800,000. This loan was to be repaid over 10 years with quarterly
principal and interest payments due July 1993 through July 2002. Interest on
the loan was calculated at the London InterBank Offered Rate ("LIBOR") plus 2
percent. For the years ended December 31, 1996, 1995 and 1994, the South
Herts System had recorded interest expense of $0, $19,439 and $81,050,
respectively, on the loan. In March 1995, the bank financing for the
office/headend building was repaid.
On April 18, 1995, Bell Cablemedia South Herts entered into an agreement
with two major banks to provide a Pound Sterling25,000,000 revolving and
term loan credit facility agreement maturing on December 31, 2003 (the
"South Herts Credit Agreement"). On October 18, 1996, Pound
Sterling5,000,000 was cancelled and the facility reduced to Pound
Sterling20,000,000.
The credit facility is structured as a revolving facility through
December 31, 1997, at which time the facility will be converted into a term
loan. The term loan portion will require repayment of outstanding
principal amounts beginning in 1999, with the final 50% of such amounts
being repaid in 2002 and 2003. The facility is divided into two tranches,
denoted Facility A and Facility B, and the aggregate amount drawn down
under both tranches may not exceed Pound Sterling20,000,000. Amounts drawn
down under Facility A bear interest at sterling LIBOR plus a margin of
2.5%. The availability of Facility B of Pound Sterling20,000,000 is
subject to certain conditions which have been satisfied and amounts drawn
down under Facility B bear interest at sterling LIBOR plus a margin ranging
from 0.75% to 2.0% depending on the bank debt ratio (the ratio of bank debt
to annualised operating cash flow) of Bell Cablemedia South Herts.
Repayment of the credit facility falls due as follows (figures in Pound
Sterling):
1999 1,239,000
2000 3,186,000
2001 4,425,000
2002 4,425,000
2003 4,425,000
----------
17,700,000
==========
The South Herts Credit Agreement contains various covenants including
financial covenants such as a cumulative revenue test, bank debt ratio,
interest cover ratio, a homes marketed test, a fixed charges ratio and a
pro-forma debt service ratio and other covenants such as restrictions on
disposals and on the creation of indebtedness and encumbrances. The South
Herts Credit Agreement also includes a restriction on the payment of dividends
which provides that dividends or distributions in respect of its issued share
capital and payments in respect of certain intercompany loans may not be made
prior to December 31, 1997. Such payments will be permitted thereafter only
if the bank debt ratio for the previous two accounting quarters is less than
5.5:1 and no event of default or potential event of default has occurred and
is continuing at such time and the payment of such dividend or distribution
will not give rise to an event of default or potential default.
The South Herts Credit Agreement contains certain events of default
including non-payment of amounts due under the South Herts Credit
Agreement, breaches of representations and covenants (including financial
ratios) contained in the South Herts Credit Agreement, cross-default to
certain other indebtedness of Bell Cablemedia South Herts, certain
bankruptcy and insolvency events and certain changes of ownership.
The obligations of Bell Cablemedia South Herts under the South Herts
Credit Agreement are secured by first fixed and floating charges over all
of the assets of Bell Cablemedia South Herts. In addition, there is a
pledge of all of the share capital of Bell Cablemedia South Herts given by
BCM and the Partnership as additional security for the facility.
Drawdowns of Pound Sterling17.7 million have occurred under the South
Herts Credit Agreement since April 1995, partly to repay the temporary
loans made to Bell Cablemedia South Herts by BCM since November 1994. The
General Partner believes that the South Herts Credit Agreement will be
sufficient to fund the completion of construction and operation of the
South Herts system.
(5) INCOME TAXES
Income taxes have not been recorded in the accompanying financial
statements because they accrue directly to the partners. The Federal and
state income tax returns of the Partnership are prepared and filed by the
General Partner. There are no significant differences between taxable
income and the net income reported in the Consolidated Statements of
Operations.
The Partnership's tax returns, the qualification of the Partnership as
such for tax purposes, and the amount of distributable Partnership income
or loss are subject to examination by Federal and state taxing authorities.
If such examinations result in changes with respect to the Partnership's
qualification as such, or in changes with respect to the Partnership's
recorded income or loss, the tax liability of the general and limited
partners would likely be changed accordingly.
United Kingdom profits (comprising income and gains) of a corporation
owned by the Partnership will be subject to United Kingdom corporation tax.
Corporation tax is currently charged at a rate of 33 percent, with a lower
rate of 24 percent (23% with effect from April 1, 1997 if proposed changes
in the Finance Bill 1997 are enacted) applying to companies with profits of
less than Pound Sterling300,000. Marginal relief applies where the profits
exceed Pound Sterling300,000 but not Pound Sterling1,500,000. These limits
are reduced proportionately where there is more than one associated
company. Such corporation will be able to carry forward losses from
operations to be offset against subsequent profits for the same operations
for an indefinite number of years. No tax benefit has been recognized in
the accompanying financial statements for tax net operating losses
generated by Bell Cablemedia South Herts. Bell Cablemedia South Herts has
approximately Pound Sterling10.4 million of tax net operating losses
carried forward at December 31, 1996 (Pound Sterling10.6 million at
December 31, 1995).
(6) OBLIGATIONS UNDER CAPITAL LEASES
1996 1995
$ $
Minimum lease payments due:
Less than one year 1,266,622 1,149,160
1-2 years 1,018,261 1,149,160
2-3 years 328,034 923,831
3-4 years 41,783 297,613
4-5 years - 37,908
---------- ----------
2,654,700 3,557,672
Less finance charges allocated to
future periods (338,664) (632,451)
---------- ----------
2,316,036 2,925,221
========== ==========
Due within one year 1,057,014 840,441
Due after more than one year 1,259,022 2,084,780
---------- ----------
2,316,036 2,925,221
========== ==========
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
- - None
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Partnership itself has no officers or directors. Certain information
concerning directors and executive officers of the General Partner is set
forth below.
Name Age Positions with the General Partner
- ---- --- ----------------------------------
Daniel E Somers 49 Chairman of the Board
Robert Drolet 40 Director and Company Secretary
Mr. Somers has been Chairman of the Board of Directors of the General Partner
since January 1996. Mr. Somers was appointed a Director of BCM in November
1995 and as of January 1996 he became Chairman of the Board and Chief
Executive Officer. Mr. Somers has been an Executive Vice-President of BCI
since March 1995. Previously, Mr. Somers was Senior Vice President and Chief
Financial Officer of BCI from January 1992 to March 1995. He was President
and Chief Executive Officer of Radio Atlantic Holdings from January 1989 to
January 1992. Mr. Somers was Executive Vice-President, Operations of Imasco
Limited from July 1987 to January 1989. Prior to that, Mr. Somers held
various positions at Hardee's and Imasco between 1977 and 1987.
Mr. Drolet has been a Director of the General Partner since January 1997.
On March 19, 1997 he was appointed as Director of Legal Services for Cable
& Wireless Communications plc. He has been General Counsel and Company
Secretary of BCM since July 1996. He was General Counsel and Assistant
Corporate Secretary of BCI from May 1995 to July 1996, and from March 1993
to May 1995, Assistant General Counsel and Assistant Corporate Secretary.
Previously, Mr. Drolet was Vice President, Corporate Affairs and Corporate
Secretary of The Canam Manac Group Inc. from January 1991 to March 1993.
ITEM 11. EXECUTIVE COMPENSATION
The Partnership has no employees; however, various personnel are required to
operate the South Herts System. Personnel are employed by BCM and its
affiliates and, pursuant to the terms of the Partnership's limited partnership
agreement, the cost of such employment is charged by BCM and its affiliates to
the Partnership as a direct reimbursement item. See Item 13.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
No person or entity owns more than 5 percent of the limited partnership
interests in the Partnership.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The General Partner and its affiliates engage in certain transactions
with the Partnership as contemplated by the limited partnership agreement
of the Partnership and as disclosed in the prospectuses for the
Partnership's public offerings. The General Partner believes that the
terms of such transactions, which are set forth in the Partnership's
limited partnership agreement, are generally as favorable as could be
obtained by the Partnership from unaffiliated parties. This determination
has been made by the General Partner in good faith, but none of the terms
were or will be negotiated at arm's-length and there can be no assurance
that the terms of such transactions have been or will be as favorable as
those that could have been obtained by the Partnership from unaffiliated
parties.
Jones International Securities, Ltd. ("JISL"), an affiliate of the Jones
Global Funds, the former general partner, served as the dealer-manager of an
offering of limited partnership interests in the Partnership during 1994 and
received a fee equal to 10 percent of the gross proceeds and paid all
commissions of broker-dealer firms that sell interests. Up to 9 percent of
the gross proceeds paid to Jones International Securities, Ltd. was permitted
to be reallowed to unaffiliated participating broker-dealer firms. No such
fees were incurred by the Partnership for the year ended December 31, 1996.
An affiliate of the General Partner is entitled to be paid a consulting
fee by Bell Cablemedia South Herts. During the construction phases of the
cable television/telephony system, this consulting fee was 2 percent of
construction costs. After completion of construction of each portion of
the system, the consulting fee for the completed portion is 5 percent of
gross revenues, excluding revenues from the sale of cable
television/telephony systems. Consulting fees paid or payable by the
Partnership for the year ended December 31, 1996 totalled $1,370,755.
The General Partner and its affiliates are entitled to reimbursement
from Bell Cablemedia South Herts for direct and indirect expenses allocable
to the operation of the South Herts System and from the Partnership for
direct and indirect expenses allocable to the operation of the Partnership,
which include but are not limited to rent, supplies, telephone, travel,
copying charges and salaries of any full or part time employees.
The General Partner and its affiliates may make advances to, and defer
collection of fees and allocated expenses owed by, the Partnership, although
they are not required to do so. The Partnership will be charged interest on
such advances and deferred amounts. Interest charges incurred by the
Partnership for the year ended December 31, 1996 amounted to $151,859.
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K
(a) The following documents are filed herewith as part of this report:
1. See index to financial statements at page 32 for the list of
financial statements and exhibits thereto filed as part of this report.
2. The following exhibits are filed herewith:
27.1 Financial Data Schedule.
(b) Reports on Form 8-K
The Partnership has not filed a report on Form 8-K during the last fiscal
quarter of the period for which this Form 10-K is filed.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
SOUTH HERTFORDSHIRE UNITED
KINGDOM FUND, LTD.
a Colorado limited partnership
By: Fawnspring Limited,
its General Partner
By: /s/ Daniel E Somers
--------------------------
Daniel E Somers
Date: March 27, 1997 Director
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
By: /s/ Daniel E Somers
--------------------------
Daniel E Somers
Director of
Fawnspring Limited
Dated: March 27, 1997 (Principal Executive Officer)
By: /s/ Robert Drolet
--------------------------
Robert Drolet
Director of
Fawnspring Limited
Dated: March 27, 1997 (Company Secretary)
EXHIBIT INDEX
Number Description
- ------ -----------
27 Financial Data Schedule.