UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
(X) Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the Quarterly Period Ended:
MARCH 31, 2000
OR
( ) Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Transition Period from ________ to ________.
Commission File Number 0-24792
NTL (TRIANGLE) LLC
(Exact name of registrant as specified in its charter)
Delaware 13-4086747
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
110 East 59th Street
New York, NY 10022
(212) 906-8440
- --------------------------------------------------------------------------------
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
--------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such requirements
for the past 90 days.
Yes X No
--- ---
--------------------------
As of March 31, 2000, there were 800,000 shares of the Registrant's common
membership interests outstanding. The Registrant is an indirect, wholly owned
subsidiary of NTL Incorporated and there is no market for the Registrant's
Common Stock.
NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31,2000
TABLE OF CONTENTS
Page
Number
PART I. FINANCIAL INFORMATION
- ------ ---------------------
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of
March 31, 2000 (Unaudited) and December 31, 1999..............2
Condensed Consolidated Statements of Operations
for the Three Months Ended March 31, 2000 and
1999 (Unaudited)..............................................3
Condensed Consolidated Statement of Shareholder's
Equity for the Three Months Ended March 31,
2000 (Unaudited)..............................................4
Condensed Consolidated Statements of Cash Flows for
the Three Months Ended March 31, 2000 and 1999
(Unaudited)...................................................5
Notes to Condensed Consolidated
Financial Statements (Unaudited)..........................6 - 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations............9 - 11
Item 3. Quantitative and Qualitative Disclosures About
Market Risk..................................................12
PART II.OTHER INFORMATION
- ------- -----------------
Item 6. Exhibits and Reports on Form 8-K.............................12
SIGNATURE............................................................13
EXHIBIT INDEX........................................................14
NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2000
PART I. FINANCIAL INFORMATION
- ------- ---------------------
ITEM 1. FINANCIAL STATEMENTS
- ------- --------------------
CONDENSED CONSOLIDATED BALANCE SHEETS
-------------------------------------
March 31, December 31,
2000 1999
----------------- -----------------
(Unaudited) (See Note)
(in (UK Pound)000's, except share data)
Assets
- ------
Current assets
Cash and cash equivalents .................................................... (UK Pound)28,050 (UK Pound)27,895
Marketable securities ........................................................ 1,365 --
Accounts receivable, less allowance for doubtful accounts of
(UK Pound)9,874 (2000) and (UK Pound)9,452 (1999) .......................... 11,293 10,170
Other current assets ......................................................... 5,779 4,240
----------------- -----------------
Total current assets ..................................................... 46,487 42,305
Property and equipment, net ..................................................... 386,691 382,078
Intangible assets, net .......................................................... 424,101 434,333
Other assets, net ............................................................... 37,668 42,553
----------------- -----------------
(UK Pound)894,947 (UK Pound)901,269
================= =================
Liabilities and shareholder's equity
- ------------------------------------
Current liabilities
Accounts payable and accrued expenses ........................................ (UK Pound)31,223 (UK Pound)34,431
Deferred revenue ............................................................. 11,163 10,572
Due to affiliates ............................................................ 10,156 5,905
Current portion of long-term debt ............................................ 1,127 864
----------------- -----------------
Total current liabilities .................................................. 53,669 51,772
Long-term debt, less current portion ............................................ 306,713 293,285
Commitments and contingent liabilities
Deferred income taxes ........................................................... 8,037 8,237
Shareholder's equity:
Common membership interests, (UK Pound).01 par value - authorized and
issued 800,000 shares ...................................................... 8 8
Additional capital ........................................................... 363,966 363,966
Accumulated other comprehensive (loss) ....................................... (835) (189)
Retained earnings ............................................................ 163,389 184,190
----------------- -----------------
Total shareholder's equity ................................................. 526,528 547,975
----------------- -----------------
(UK Pound)894,947 (UK Pound)901,269
================= =================
<FN>
Note: The balance sheet at December 31, 1999 has been derived from the audited financial statements at that date.
See accompanying notes.
</FN>
2
NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2000
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
-----------------------------------------------
(Unaudited)
Three Months Ended
March 31,
2000 1999
----------------- -----------------
(in (UK Pound)000's)
Revenue
Service income........................................................... (UK Pound)38,677 (UK Pound)23,189
----------------- -----------------
Costs and expenses
Operating................................................................ 13,507 7,773
Selling, general and administrative...................................... 14,902 10,169
Depreciation and amortization............................................ 16,753 8,750
----------------- -----------------
45,162 26,692
----------------- -----------------
Operating loss.............................................................. (6,485) (3,503)
Other income (expense)
Interest expense......................................................... (8,137) (7,646)
Investment income........................................................ 331 1,704
Equity in net loss of affiliate.......................................... - (2,060)
Amalgamation costs....................................................... - (145)
Exchange losses and other................................................ (6,656) (7,725)
----------------- -----------------
(14,462) (15,872)
----------------- -----------------
Loss before income taxes.................................................... (20,947) (19,375)
Income tax benefit.......................................................... 146 -
----------------- -----------------
Net loss.................................................................... (UK Pound)(20,801) (UK Pound)(19,375)
================= =================
See accompanying notes.
3
NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2000
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDER'S EQUITY
--------------------------------------------------------
(Unaudited)
(in (UK Pound)000's)
Common
Membership Compre-
Interests Additional hensive
Shares Amount Capital Loss
------ ------ ------- ----
Balance at December 31, 1999 800 (UK Pound)8 (UK Pound)363,966
Net loss.................. (UK Pound)(20,801)
Currency translation
adjustment.............. (646)
-----------------
Comprehensive loss........ (UK Pound)(21,447)
----- ----------- ----------------- -----------------
Balance at March 31, 2000... 800 (UK Pound)8 (UK Pound)363,966
===== =========== =================
Accumulated
Other Compre-
hensive Retained
Loss Earnings Total
---- -------- -----
Balance at December 31, 1999 (UK Pound)(189) (UK Pound)184,190 (UK Pound)547,975
Net loss.................. (20,801) (20,801)
Currency translation
adjustment.............. (646) (646)
Comprehensive loss........
-------------- ----------------- -----------------
Balance at March 31, 2000... (UK Pound)(835) (UK Pound)163,389 (UK Pound)526,528
============== ================= =================
See accompanying notes.
4
NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2000
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
-----------------------------------------------
(Unaudited)
Three Months Ended
March 31,
2000 1999
---------------- ----------------
(in (UK Pound)000's)
Net cash provided by (used in) operating activities...................... (UK Pound)10,151 (UK Pound)(189)
---------------- ----------------
Investing activities
Purchases of marketable securities.................................... (1,365) -
Fixed asset deposit with affiliate.................................... - (51,915)
Capital expenditures.................................................. (8,079) (12,141)
Additions to deferred charges......................................... - (52)
---------------- ----------------
Net cash used in investing activities........................... (9,444) (64,108)
---------------- ----------------
Financing activities
Principal payments.................................................... (465) (754)
Net transactions with affiliates...................................... - (60)
---------------- ----------------
Net cash used in financing activities........................... (465) (814)
Effect of exchange rate changes on cash......................... (87) -
---------------- ----------------
Increase (decrease) in cash and cash equivalents......................... 155 (65,111)
Cash and cash equivalents, beginning of period........................... 27,895 103,451
---------------- ----------------
Cash and cash equivalents, end of period................................. (UK Pound)28,050 (UK Pound)38,340
================ ================
Supplemental disclosure of cash flow information
Cash paid during the period for interest.............................. (UK Pound)53 (UK Pound)233
Supplemental schedule of noncash financing activities
Capital lease obligations............................................. (UK Pound) - (UK Pound)138
See accompanying notes.
5
NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2000
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of
NTL (Triangle) LLC (formerly NTL (Bermuda) Limited) (the "Company") have
been prepared in accordance with U.S. generally accepted accounting
principles for interim financial information and with the instructions to
Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three months ended March 31, 2000 are not necessarily
indicative of the results that may be expected for the year ending December
31, 2000. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's Annual Report on
Form 10-K for the year ended December 31, 1999.
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement, which establishes
accounting and reporting standards for derivatives and hedging activities,
is required to be adopted by the Company effective January 1, 2001. Upon
the adoption of SFAS No. 133, all derivative instruments are required to be
recognized in the statement of financial position as either assets or
liabilities and measured at fair value. The Company is evaluating the
impact that the adoption of SFAS No. 133 will have on its financial
position and results of operations.
2. Comprehensive Loss
Comprehensive loss for the three-month periods ended March 31, 2000 and
1999 was (UK Pound)21,447,000 and (UK Pound)19,375,000, respectively.
3. Amalgamation with NTL
On October 29, 1998, NTL Incorporated ("NTL"), NTL (Bermuda) Limited, a
wholly owned subsidiary of NTL, and Comcast UK Cable Partners Limited
("Partners") consummated a transaction (the "Amalgamation"), whereby NTL
(Bermuda) Limited merged with Partners.
Pursuant to then existing arrangements between Partners and Telewest
Communications plc ("Telewest"), a co-owner of interests in Cable London
PLC ("Cable London") and Birmingham Cable Corporation Limited ("Birmingham
Cable"), Telewest had certain rights to acquire either or both of Partner's
interests in these systems as a result of the Amalgamation. On August 14,
1998, Partners and NTL entered into an agreement (the "Telewest Agreement")
with Telewest relating to Partner's ownership interests in Birmingham
Cable, Partner's and Telewest's respective ownership interests in Cable
London and certain other related matters. Pursuant to the Telewest
Agreement, in October 1998, Partners sold its 27.5% ownership interest in
Birmingham Cable to Telewest for (UK Pound)125 million, plus (UK Pound)5
million for certain subordinated debt and fees. Additionally, in November
1999, the Company sold its 50% ownership interest in Cable London to
Telewest for (UK Pound)428 million in cash.
6
NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2000
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(Unaudited)
4. Investment in Cable London
Summarized financial information for Cable London which was accounted for
under the equity method is as follows (in (UK Pound)000's):
Three Months Ended
March 31, 1999
------------------
Results of operations:
Service income.......................................................... (UK Pound)18,992
Operating, selling, general and administrative expenses................. (13,579)
Depreciation and amortization........................................... (5,904)
Operating loss.......................................................... (491)
Net loss................................................................ (4,023)
Company's equity in net loss............................................ (2,060)
5. Property and Equipment
Property and equipment consists of (in (UK Pound)000's):
March 31, December 31,
2000 1999
----------------- -----------------
(Unaudited)
Operating equipment............................................... (UK Pound)422,488 (UK Pound)414,276
Other equipment................................................... 62,470 61,364
Construction in progress.......................................... 5,945 4,358
----------------- -----------------
490,903 479,998
Accumulated depreciation.......................................... (104,212) (97,920)
----------------- -----------------
(UK Pound)386,691 (UK Pound)382,078
================= =================
6. Intangible Assets
Intangible assets consist of (in (UK Pound)000's):
March 31, December 31,
2000 1999
----------------- -----------------
(Unaudited)
Goodwill, net of accumulated amortization of
(UK Pound)17,693 (2000) and (UK Pound)11,928 (1999)............ (UK Pound)328,206 (UK Pound)333,971
License acquisition costs, net of accumulated amortization
of (UK Pound)5,410 (2000) and (UK Pound)3,607 (1999)........... 30,658 32,461
Customer lists, net of accumulated amortization of
(UK Pound)3,232 (2000) and (UK Pound)1,616 (1999).............. 29,090 30,706
Other, net of accumulated amortization of (UK Pound)22,216 (2000)
(UK Pound)21,168 (1999)........................................ 36,147 37,195
----------------- -----------------
(UK Pound)424,101 (UK Pound)434,333
================= =================
7
NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2000
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
(Unaudited)
In July 1999, NTL Communications Corp., a wholly-owned subsidiary of NTL,
acquired Cablelink Limited ("Cablelink") for IR(Pound)535.18 million ((UK
Pound)409.8 million). NTL Communications Corp. accounted for the
acquisition as a purchase. In December 1999, the Company acquired Cablelink
from NTL Communications Corp. for (UK Pound)423.6 million in cash. The
Company accounted for the acquisition at historical cost in a manner
consistent with a transfer of entities under common control, which is
similar to that used in a "pooling of interests." Accordingly, the net
assets and results of operations of Cablelink have been included in the
consolidated financial statements from July 1999.
The pro forma unaudited consolidated results of operations for the three
months ended March 31, 1999 assuming the consummation of the above
mentioned transaction as of January 1, 1999 is as follows (in (UK
Pound)000's):
Total revenue........................................(UK Pound)34,706
Net loss............................................. (27,090)
7. Joint Purchasing Alliance Agreement
Other assets includes a deposit of (UK Pound)35.9 million which will be
utilized under a Joint Purchasing Alliance Agreement entered into between
subsidiaries of the Company and Diamond Cable Communications plc, a
subsidiary of NTL, for combined fixed asset purchases. The Company's
original deposit was (UK Pound)51.9 million in March 1999.
8. Related Party Transactions
Since the Amalgamation, a subsidiary of NTL Communications Corp. has been
providing management, financial, legal and technical services to the
Company. Beginning in the fourth quarter of 1999, this subsidiary began
charging the Company for these services using an allocation formula based
on customers. The Company was charged (UK Pound)2.8 million for the three
months ended March 31, 2000, which is included in selling, general and
administrative expenses and in the due to affiliates balance. It is not
practicable to determine the amounts of these expenses that would have been
incurred had the Company operated as an unaffiliated entity. In the opinion
of management of the Company, the allocation method is reasonable.
9. Contingencies
The Company is involved in legal proceedings and claims which arise in the
ordinary course of its business. In the opinion of management, the amount
of ultimate liability with respect to these actions will not materially
affect the financial position, results of operations or liquidity of the
Company.
8
NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2000
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
- ------ ---------------------------------------------------------------
Overview
- --------
NTL (Triangle) LLC (formerly NTL (Bermuda) Limited) (the "Company") is a holding
company which holds all of the shares of various companies principally engaged
in the development, construction, management and operation of broadband
communications networks for telephone, cable television and Internet services in
the United Kingdom ("UK") and Ireland. The Company owns the companies that have
franchises for Darlington and Teesside (collectively, "Teesside") and Cambridge
Holding Company Limited ("Cambridge") in the UK, and Cablelink Limited
("Cablelink"), which owns the companies that provide services in Dublin, Galway
and Waterford, Ireland. The Company previously owned a 50% interest in Cable
London PLC ("Cable London") which it sold in November 1999.
Liquidity and Capital Resources
- -------------------------------
In November 1995, the Company issued $517.3 million principal amount at maturity
of 11.20% Senior Discount Debentures due 2007 (the "2007 Discount Debentures").
Interest accretes on the 2007 Discount Debentures at 11.20% per annum compounded
semiannually from November 15, 1995 to November 15, 2000, after which date
interest will be paid in cash on each May 15 and November 15 through November
15, 2007. The 2007 Discount Debentures contain restrictive covenants which limit
the Company's ability to pay dividends.
The Company will require approximately (UK Pound)115.0 million from April 1,
2000 through December 31, 2000 for capital expenditures net of cash from
operations. Management believes that the entire (UK Pound)115.0 million required
will be funded through cash on hand, debt or equity from NTL or its subsidiaries
and from the Joint Purchasing Alliance Agreement deposit of (UK Pound)35.9
million. Subsidiaries of the Company and Diamond Cable Communications plc, a
subsidiary of NTL, entered into this agreement in 1999 for joint fixed asset
purchases. The Company's ability to meet its long-term liquidity and capital
requirements is contingent upon Cambridge, Teesside and Cablelink's ability to
generate positive operating cash flow, or, if necessary, to obtain external
financing, although there can be no assurance that any such financing will be
obtained on acceptable terms and conditions.
Condensed Consolidated Statements of Cash Flows
- -----------------------------------------------
Net cash provided by (used in) operating activities amounted to (UK Pound)10.2
million and (UK Pound)(189,000) for the three months ended March 31, 2000 and
1999, respectively. The increase in net cash provided by operating activities is
due to the increase in the Company's operating income before depreciation and
amortization and changes in working capital as a result of the timing of
receipts and disbursements.
Net cash used in investing activities amounted to (UK Pound)9.4 million and (UK
Pound)64.1 million for the three months ended March 31, 2000 and 1999,
respectively. During the three months ended March 31, 2000, net cash used in
investing activities includes purchases of marketable securities of (UK
Pound)1.4 million and capital expenditures of (UK Pound)8.1 million. During the
three months ended March 31, 1999, net cash used in investing activities
includes the Joint Purchasing Alliance Agreement deposit of (UK Pound)51.9
million for combined purchases of fixed assets by NTL affiliates and capital
expenditures of (UK Pound)12.1 million.
Net cash used in financing activities was (UK Pound)(465,000) and (UK
Pound)(814,000) for the three months ended March 31, 2000 and 1999,
respectively, primarily for debt principal payments.
9
NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2000
Results of Operations
- ---------------------
In December 1999, Cablelink was acquired by the Company from NTL Communications
Corp. This transaction was accounted for at historical cost in a manner
consistent with a transfer of entities under common control, which is similar to
that used in a "pooling of interests." Accordingly, the Company consolidated the
results of operations of Cablelink from July 1999.
Summarized consolidated financial information for the Company for the three
months ended March 31, 2000 and 1999 is as follows (in thousands, "NM" denotes
percentage is not meaningful):
Three Months Ended
March 31, Increase/(Decrease)
2000 1999 (UK Pound) %
---------------- ---------------- ---------------- ----------
Revenue...................................... (UK Pound)38,677 (UK Pound)23,189 (UK Pound)15,488 66.8%
Operating, selling, general and 28,409 17,942 10,467 58.3
administrative expenses......................
Depreciation and amortization................ 16,753 8,750 8,003 91.5
---------------- ----------------
Operating loss............................... (6,485) (3,503) 2,982 85.1
---------------- ----------------
Interest expense............................. (8,137) (7,646) 491 6.4
Investment income............................ 331 1,704 (1,373) (80.6)
Equity in net loss of affiliate.............. - (2,060) (2,060) NM
Amalgamation costs........................... - (145) (145) NM
Exchange losses and other.................... (6,656) (7,725) (1,069) (13.8)
---------------- ----------------
Loss before income taxes..................... (20,947) (19,375) 1,572 8.1
Income tax benefit........................... 146 - 146 NM
---------------- ----------------
Net loss..................................... (UK Pound)(20,801) (UK Pound)(19,375) (UK Pound)1,426 7.4%
================= =================
Substantially all of the increases in revenues, operating expenses, selling,
general and administrative expenses and depreciation and amortization expense
for the three months ended March 31, 2000, as compared to the same period in
1999, are attributable to the effects of the acquisition of Cablelink, as well
as the continued development of the Company's operations and increased business
activity resulting from the growth in the number of subscribers in Cambridge and
Teesside. These trends in operations and business activity are expected to
continue for the foreseeable future.
Interest expense for the three months ended March 31, 2000 and 1999 was (UK
Pound)8.1 million and (UK Pound)7.7 million, respectively, representing an
increase of (UK Pound)491,000 from 1999 as compared to the same period in 2000.
The increase is primarily attributable to the compounding of interest on the
2007 Discount Debentures, partially offset by the payment of the note payable to
Comcast U.K. Holdings, Inc. in September 1999.
Investment income for the three months ended March 31, 2000 and 1999 was (UK
Pound)331,000 and (UK Pound)1.7 million, respectively, representing a decrease
of (UK Pound)1.4 million from 1999 as compared to the same period in 2000. The
decrease is primarily attributable to the termination of the loans to Cable
London in November 1999 and to decreases in the average cash balances available
for investment in 2000 as compared to the same period in 1999.
Equity in net loss of affiliate for the three months ended March 31, 1999 of (UK
Pound)2.1 million was from the Company's 50% ownership interest in Cable London.
The Company incurred costs of (UK Pound)145,000 in 1999 associated with the
amalgamation with NTL.
Exchange losses and other for the three months ended March 31, 2000 and 1999
were (UK Pound)6.7 million and (UK Pound)7.7 million, respectively, representing
a decrease of (UK Pound)1.0 million from 1999 as compared to the same period in
2000. This decrease primarily resulted from the impact of fluctuations in the
valuation of the UK Pound Sterling on the 2007 Discount
10
NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2000
Debentures, which are denominated in US dollars. The Company's results of
operations will continue to be affected by exchange rate fluctuations.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
- --------------------------------------------------------------------------------
Certain statements contained herein constitute "forward-looking statements" as
that term is defined under the provisions of the Private Securities Litigation
Reform Act of 1995. When used herein, the words "believe," "anticipate,"
"should," "intend," "plan," "will," "expects," "estimates," "projects,"
"positioned," "strategy," and similar expressions identify such forward-looking
statements. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results, performance
or achievements of the Company, or industry results, to be materially different
from those contemplated, projected, forecasted, estimated or budgeted, whether
expressed or implied, by such forward-looking statements. Such factors include,
among others: general economic and business conditions, the Company's ability to
continue to design networks, install facilities, obtain and maintain any
required governmental licenses or approvals and finance construction and
development, all in a timely manner at reasonable costs and on satisfactory
terms and conditions, as well as assumptions about customer acceptance, churn
rates, overall market penetration and competition from providers of alternative
services, the impact of new business opportunities requiring significant
up-front investment, and availability, terms and deployment of capital.
11
NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2000
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- ------- ----------------------------------------------------------
There have not been any material changes in the reported market risks since the
end of the most recent fiscal year.
PART II. OTHER INFORMATION
- -------- -----------------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- ------- --------------------------------
(a) Exhibits:
3.5 Amended and Restated Operating Agreement of NTL (Triangle)
LLC, dated as of April 3, 2000.
27 Financial Data Schedule
(b) Reports on Form 8-K:
During the quarter ended March 31, 2000, the Company filed a
Report on Form 8-K\A dated January 28, 2000 reporting under Item
2, Acquisition or Disposition of Assets, that financial
statements of the acquired business, Cablelink Limited and
unaudited pro forma financial information for the Registrant,
were filed under Item 7.
12
NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2000
SIGNATURES
----------
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
NTL (TRIANGLE) LLC
---------------------------------------------------
(Registrant)
By: NTL Group Limited
Its Sole Managing Member
Date: May 11, 2000 By: /s/ Leigh C. Wood
---------------------------------------------------
Leigh C. Wood
(Chairman of the Board, Director, and Principal
Executive Officer of NTL Group Ltd., the sole
managing member) on behalf of registrant
Date: May 11, 2000 By: /s/ David Kelham
---------------------------------------------------
David Kelham
(Principal Accounting and Financial Officer and
Director of NTL Group Ltd., the sole managing
member) on behalf of registrant
13
EXHIBIT INDEX
2.l Reorganization Agreement, dated 19 September 1994, among
Warburg, Pincus Investors, L.P., Bankers Trust Investments PLC
("Bankers Trust"), Comcast Corporation ("Comcast"), Comcast
U.K. Holdings, Inc., ("Holdings"), the Company and UK Cable
Partners Limited ("UKCPL"). (1)
2.2 Agreement and Plan of Amalgamation dated 4 February 1998 among
NTL Incorporated, NTL (Bermuda) Limited and the Company, as
amended. (7)
2.3 Deed of Transfer, dated December 13, 1999. (9)
3(i) Memorandum of Association of the Company. (2)
3(ii) By-laws of the Company. (2)
3.1 Certificate of Formation, filed with the Delaware Secretary of
State on November 12, 1999. (8)
3.2 Certificate of Amendment, filed with the Delaware Secretary of
State on November 18, 1999. (8)
3.3 Operating Agreement of NTL (Triangle) LLC, dated as of
November 14, 1999. (8)
3.4 Corrected Certificate of Conversion, filed with the Delaware
Secretary of State on November 16, 1999. (8)
3.5 Amended and Restated Operating Agreement of NTL (Triangle)
LLC, dated as of April 3, 2000.
4.l Form of Certificate for Class A Common Shares, par value (UK
Pound)0.01 per share. (2)
4.2 Indenture dated as of 15 November 1995, between the Company
and Bank of Montreal Trust Company, as Trustee, in respect of
the Company's 11.20% Senior Discount Debentures Due 2007 (the
"2007 Debentures"). (1)
10.1 Subscription and Contribution Agreement, dated 26 October
1992, among Comcast, UKCPL, the Company, Holdings, Comcast
Cablevision of Birmingham, Inc. ("Comcast Birmingham") and
Comcast Cablevision of London, Inc. (2)
10.2 Shareholders Agreement, dated 11 December 1992 (the
"Shareholders Agreement"), among Holdings, UKCPL, the Company
and Comcast. (2)
10.3 Supplemental Agreement, dated 21 June 1995, among the Company,
Comcast Consulting, Comcast, Holdings, Warburg Pincus and UK
Consulting to the NewCo Services Agreement, the Delegation
Agreement and the Shareholders Agreement. (3)
10.4 Share Exchange Agreement, dated 4 December 1995, among
Singapore Telecom International Pte. Limited, Cambridge Cable,
the Company and Holdings. (5)
10.5 Share Exchange Agreement, dated 5 May 1994, between Avalon
Telecommunications L.L.C. and the Company. (2)
10.6 Agreement dated August 14, 1998 among Telewest Communications
plc, Telewest Communications Holding Limited, the Company and
NTL Incorporated. (6)
27 Financial Data Schedule.
99.1 Consolidated financial statements of Cambridge Holding Company
Limited (a United Kingdom corporation in the prematurity
stage) and subsidiaries as of and for the years ended December
31, 1995 and 1994. (6)
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(1) Incorporated by reference to the Company's Registration Statement on
Form S-1 (File No. 33-96932) declared effective November 9, 1995.
(2) Incorporated by reference to the Company's Registration Statement on
Form S-1 (File No. 33-76160) declared effective September 20, 1994.
(3) Incorporated by reference to the Company's Quarterly Report on Form
10-Q, filed for the quarter ended June 30, 1995 (File No. 0-24792).
(4) Incorporated by reference to the Company's Quarterly Report on Form
10-Q, filed for the quarter ended March 31, 1995 (File No. 0-24792).
(5) Incorporated by reference to the Company's Current Report on Form
8-K, filed January 22, 1996.
(6) Incorporated by reference to NTL Incorporated's Current Report on
Form 8-K dated August 18, 1998. (File No. 000-22616).
(7) Incorporated by reference to NTL's Registration Statement on Form S-4
(File No. 333-64727).
(8) Incorporated by reference to the Company's Current Report on Form
8-K, filed December 9, 1999.
(9) Incorporated by reference to the Company's Current Report on Form
8-K, filed December 28, 1999.
14