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 33-83740 DIAMOND CABLE COMMUNICATIONS LIMITED (Exact name of registrant as specified in its charter) England and Wales N/A - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Secretary NTL Incorporated 110 East 59th Street Diamond Plaza, Daleside Road New York, NY 10022 Nottingham NG2 3GG, England (212) 906-8440 - -------------------------------------------------------------------------------- (Address of Registrant's (Name, address and telephone principal executive offices) number of agent for service) -------------------------- 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 --- --- -------------------------- As of March 31, 2000, there were 59,138,851 shares of the Registrant's Ordinary Shares of 2.5 pence each outstanding. The Registrant is an indirect, wholly owned subsidiary of NTL Incorporated and there is no market for the Registrant's shares. DIAMOND CABLE COMMUNICATIONS LIMITED 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 Deficiency 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 the Condensed Consolidated Financial Statements (Unaudited)..........................6 - 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............9 - 10 Item 3. Quantitative and Qualitative Disclosures About Market Risk..................................................11 PART II.OTHER INFORMATION - ------- ----------------- Item 6. Exhibits and Reports on Form 8-K.............................11 SIGNATURES............................................................12 DIAMOND CABLE COMMUNICATIONS LIMITED 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)66,418 (UK Pound)124,348 Trade receivables - less allowance for doubtful accounts of (UK Pound)4,117 (2000) and (UK Pound)4,100 (1999).................. 15,683 14,050 Due from affiliates...................................................... 17,631 2,387 Other.................................................................... 3,013 4,350 ---------------- ----------------- Total current assets.................................................. 102,745 145,135 Property and equipment - net ................................................ 514,725 518,056 Deferred financing costs - net of accumulated amortization of (UK Pound)7,934 (2000) and (UK Pound)7,288 (1999)........................ 17,218 17,864 Goodwill - net of accumulated amortization of (UK Pound)21,826 (2000) and (UK Pound)20,613 (1999).................................................. 75,134 76,347 Franchise costs - net of accumulated amortization of (UK Pound)254 (2000) and (UK Pound)248 (1999)................................................. 362 368 ---------------- ----------------- Total assets................................................................. (UK Pound)710,184 (UK Pound)757,770 ================ ================= Liabilities and shareholder's deficiency - ---------------------------------------- Current liabilities Accounts payable......................................................... (UK Pound)27,613 (UK Pound)31,158 Accounts payable deposit................................................. 35,942 50,558 Interest payable......................................................... 3,300 14,060 Current portion of long-term debt........................................ 2,718 2,730 Other.................................................................... 16,805 15,681 ---------------- ----------------- Total current liabilities............................................. 86,378 114,187 Long-term debt Notes payable............................................................ 907,862 882,805 Capital lease obligations................................................ 1,571 2,129 Mortgage loan............................................................ 2,185 2,204 ---------------- ----------------- Total long-term debt.................................................. 911,618 887,138 Commitments and contingent liabilities Shareholder's deficiency: Ordinary shares: 70,000,000 authorized; 59,138,851 issued and outstanding 1,478 1,478 Additional paid-in-capital............................................... 134,466 134,466 Accumulated deficit...................................................... (423,756) (379,499) ---------------- ----------------- Total shareholder's deficiency........................................ (287,812) (243,555) ---------------- ----------------- Total liabilities and shareholder's deficiency............................... (UK Pound)710,184 (UK Pound)757,770 ================ ================= <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 DIAMOND CABLE COMMUNICATIONS LIMITED 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................................................................. (UK Pound)35,833 (UK Pound)27,303 ---------------- ---------------- Costs and expenses Operating............................................................ 12,351 9,513 Selling, general and administrative.................................. 13,621 11,023 Depreciation and amortization........................................ 19,187 12,568 Other expenses (Note 3).............................................. - 8,533 ---------------- ---------------- 45,159 41,637 ---------------- ---------------- Operating loss.......................................................... (9,326) (14,334) Other income (expense) Interest income...................................................... 1,382 2,361 Interest expense and amortization of debt discount and expenses...... (26,057) (23,445) Foreign exchange losses, net......................................... (10,256) (19,996) ---------------- ---------------- Net loss ............................................................... (UK Pound)(44,257) (UK Pound)(55,414) ================ ================ See accompanying notes. 3 DIAMOND CABLE COMMUNICATIONS LIMITED FORM 10-Q QUARTER ENDED MARCH 31, 2000 CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDER'S DEFICIENCY ------------------------------------------------------------ (Unaudited) (in (UK Pound)000's except share data) Additional Total Paid-in- Accumulated Shareholder's Ordinary Shares capital Deficit Deficiency ---------------------------- ----------------- ------------------ ------------------ Balance at December 31, 1999......... 59,138,851 (UK Pound)1,478 (UK Pound)134,466 (UK Pound)(379,499) (UK Pound)(243,555) Net loss............................. - - - (44,257) (44,257) ---------- --------------- ----------------- ------------------ ------------------ Balance at March 31, 2000............ 59,138,851 (UK Pound)1,478 (UK Pound)134,466 (UK Pound)(423,756) (UK Pound)(287,812) ========== =============== ================= ================== ================== See accompanying notes. 4 DIAMOND CABLE COMMUNICATIONS LIMITED 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 (used in) provided by operating activities........................ (UK Pound)(42,762) (UK Pound)128,628 ----------------- ----------------- Investing activities Purchase of property and equipment...................................... (14,586) (31,160) Proceeds from disposition of property and equipment..................... 7 - ----------------- ----------------- Net cash used in investing activities.......................... (14,579) (31,160) ----------------- ----------------- Financing activities Principal payments...................................................... (20) (20) Capital lease payments.................................................. (569) (773) ----------------- ----------------- Net cash used in financing activities.......................... (589) (793) ----------------- ----------------- Effect of exchange rate changes on cash and cash equivalents............... - 1,968 ----------------- ----------------- (Decrease) increase in cash and cash equivalents........................... (57,930) 98,643 Cash and cash equivalents at beginning of period........................... 124,348 164,738 ----------------- ----------------- Cash and cash equivalents at end of period................................. (UK Pound)66,418 (UK Pound)263,381 ================= ================= Supplemental disclosure of cash flow information Cash paid during the period for interest................................ (UK Pound)21,979 (UK Pound)9,936 See accompanying notes. 5 DIAMOND CABLE COMMUNICATIONS LIMITED FORM 10-Q QUARTER ENDED MARCH 31, 2000 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Basis of Presentation Diamond Cable Communications Limited (formerly Diamond Cable Communications Plc) (the "Company") is a holding company which holds all of the shares of various companies which operate broadband communications networks for telephone, cable television and Internet services in the United Kingdom (the "UK"). The Company holds these shares through an intermediate holding company, Diamond Holdings Limited (formerly Diamond Holdings Plc) ("Diamond Holdings"). The accompanying unaudited condensed consolidated financial statements of the Company and its subsidiaries (the "Group") 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 Group 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)(44,257,000) and (UK Pound)(53,446,000), respectively. 3. NTL Incorporated Acquisition On March 8, 1999, the share exchange was completed whereby all of the holders of the Company's ordinary and deferred shares exchanged their shares for newly issued common stock of NTL Incorporated ("NTL"). Other expenses of (UK Pound)8.5 million in 1999 consist of costs incurred in connection with the Share Exchange Agreement, including fees paid to Goldman, Sachs & Co. and Columbia Management for their role as joint financial advisors to the Company in examining potential business opportunities and other strategic alternatives leading up to the share exchange. 4. Joint Purchasing Alliance Agreement The Company and NTL entered into a Joint Purchasing Alliance Agreement (the "Alliance Agreement") on March 5, 1999, pursuant to which the Company acts as purchasing agent on behalf of a number of subsidiaries of NTL. Under the terms of the Alliance Agreement, on March 8, 1999, the Company received a deposit of (UK Pound)137 million from various subsidiaries of NTL. Funds held by the Company under the Alliance Agreement are recorded on the balance sheet as Cash and Cash Equivalents and Accounts Payable Deposit. 6 DIAMOND CABLE COMMUNICATIONS LIMITED FORM 10-Q QUARTER ENDED MARCH 31, 2000 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Unaudited) 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)645,475 (UK Pound)624,013 Other equipment...................................... 25,140 25,103 Construction in progress............................. 4,134 11,153 ----------------- ----------------- 674,749 660,269 Accumulated depreciation............................. (160,024) (142,213) ----------------- ----------------- (UK Pound)514,725 (UK Pound)518,056 ================= ================= 6. Notes Payable Notes payable consist of (in (UK Pound)000's): March 31, December 31, 2000 1999 ----------------- ----------------- (Unaudited) 13 1/4% Senior Discount Notes........................ (UK Pound)179,061 (UK Pound)176,533 11 3/4% Senior Discount Notes........................ 307,683 294,724 10 3/4% Senior Discount Notes........................ 217,094 208,498 10% Senior Sterling Notes............................ 135,000 135,000 9 1/8% Senior Notes.................................. 69,024 68,050 ----------------- ----------------- (UK Pound)907,862 (UK Pound)882,805 ================= ================= 7. Related Party Transactions Since the acquisition of the Company by NTL in March 1999, a subsidiary of NTL has been providing management, financial, legal and technical services to the Group. Beginning in the fourth quarter of 1999, this subsidiary began charging the Group for these services using an allocation formula based on customers. The Group was charged (UK Pound)3.2 million for the three months ended March 31, 2000, which is included in selling, general and administrative expenses and in the due from affiliates balance. It is not practicable to determine the amount of these expenses that would have been incurred had the Group operated as an unaffiliated entity. In the opinion of management of the Group, the allocation method is reasonable. 7 DIAMOND CABLE COMMUNICATIONS LIMITED FORM 10-Q QUARTER ENDED MARCH 31, 2000 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Concluded) (Unaudited) 8. Summarized Financial Information about Diamond Holdings Limited On February 6, 1998, Diamond Holdings , a subsidiary of the Company, issued (UK Pound)135,000,000 principal amount of its 10% Senior Notes due February 1, 2008 and $110,000,000 principal amount of its 9 1/8% Senior Notes due February 1, 2008 (together, the "1998 Notes"). The 1998 Notes have been fully and unconditionally guaranteed by the Company as to principal, interest and other amounts due. The following table presents summarized consolidated financial information for Diamond Holdings as of and for the three months ended March 31, 2000. This summarized financial information is being provided pursuant to Section G of Topic 1 of Staff Accounting Bulletin No. 53, "Financial Statement Requirements in Filings Involving the Guarantee of Securities by a Parent." Three months ended Year ended March 31, December 31, 2000 1999 ----------------- ------------------ (in (UK Pound)000's) Summarized Consolidated Results of Operations Information Revenue..................................................... (UK Pound)35,833 (UK Pound)119,476 ================= ================== Operating costs and expenses................................ (UK Pound)45,151 (UK Pound)141,666 ================= ================== Net loss.................................................... (UK Pound)(45,874) (UK Pound)(132,380) ================= ================== March 31, December 31, 2000 1999 ----------------- ----------------- (in (UK Pound)000's) Summarized Consolidated Balance Sheet Information Current assets.............................................. (UK Pound)89,470 (UK Pound)17,878 Fixed and noncurrent assets................................. 595,638 600,361 ----------------- ----------------- Total assets................................................ (UK Pound)685,108 (UK Pound)618,239 ================== ================= Current liabilities......................................... (UK Pound)40,376 (UK Pound)54,768 Noncurrent liabilities...................................... 1,018,611 891,476 Shareholder's deficiency.................................... (373,879) (328,005) ----------------- ----------------- Total liabilities and shareholder's deficiency.............. (UK Pound)685,108 (UK Pound)618,239 ================== ================= 8 DIAMOND CABLE COMMUNICATIONS LIMITED FORM 10-Q QUARTER ENDED MARCH 31, 2000 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS --------------------------------------------------------------- Overview - -------- Diamond Cable Communications Limited (formerly Diamond Cable Communications Plc) (the "Company") is a holding company which holds all of the shares of various companies which operate broadband communications networks for telephone, cable television and Internet services in the United Kingdom (the "UK"). The Company holds these shares through an intermediate holding company, Diamond Holdings Limited (formerly Diamond Holdings Plc) ("Diamond Holdings"). Except as the context may otherwise require references to the "Group" refer to the Company and its subsidiaries. Liquidity and Capital Resources - ------------------------------- The Company issued senior discount notes in September 1994, December 1995 and February 1997 (collectively, the "Discount Notes"). In February 1998, Diamond Holdings issued two new series of notes (the "1998 Notes"). The 1998 Notes are guaranteed by the Company as to payment of principal, interest and any other amounts due. In connection with the issuance of the 1998 Notes, the Group terminated its existing bank facility. The further development and construction of the Group's broadband communications network will require substantial capital investment. The Group currently estimates that the additional capital expenditures and debt service requirements of the Group, net of cash from operations from April 1, 2000 through December 31, 2000 will be approximately (UK Pound)23.0 million. These capital expenditures could vary significantly depending on, among other things, the number of customers actually connected to the network, the availability of construction resources, the impact of competition from other cable or telecommunications operators or television delivery platforms, and the pace of the Group's construction program. The Group expects to use the (UK Pound)30.5 million cash and cash equivalents on hand, which excludes the (UK Pound)35.9 million held on behalf of affiliates pursuant to the Joint Purchasing Alliance Agreement, to meet its cash requirements. To the extent that the amounts required for capital expenditures exceed the estimates, or the Group's cash flow does not meet expectations, the amount of cash requirements will increase. There can be no assurance that debt or equity financing, if necessary, will be available to the Group on acceptable commercial terms or at all. Condensed Consolidated Statements of Cash Flows - ----------------------------------------------- Net cash (used in) provided by operating activities amounted to (UK Pound)(42.8) million and (UK Pound)128.6 million for the three months ended March 31, 2000 and 1999, respectively. During the three months ended March 31, 2000, net cash (used in) operating activities includes cash used for the Joint Purchasing Alliance Agreement of (UK Pound)(14.6) million compared to cash provided of (UK Pound)116.6 million in the prior period, non-cash foreign exchange losses of (UK Pound)10.7 million compared to losses of (UK Pound)19.9 million in the prior period, and accretion on the Discount Notes of (UK Pound)14.3 million compared to (UK Pound)17.8 million in the prior period. The remainder of the change is primarily due to changes in working capital as a result of the timing of receipts and disbursements. Net cash used in investing activities amounted to (UK Pound)14.6 million and (UK Pound)31.2 million for the three months ended March 31, 2000 and 1999, respectively, primarily for continuing fixed asset purchases. Net cash used in financing activities amounted to (UK Pound)589,000 and (UK Pound)793,000 for the three months ended March 31, 2000 and 1999, respectively, for capital lease payments and mortgage principal payments. Results of Operations for the Three Months Ended March 31, 2000 and 1999 - ------------------------------------------------------------------------ Revenue for the three months ended March 31, 2000 and 1999 was (UK Pound)35.8 million and (UK Pound)27.3 million, respectively, representing an increase of (UK Pound)8.5 million. This growth is primarily attributable to increases in the number of telephone 9 DIAMOND CABLE COMMUNICATIONS LIMITED FORM 10-Q QUARTER ENDED MARCH 31, 2000 lines and cable television customers, together with the provision of new services. These trends are expected to continue for the foreseeable future. Operating costs for the three months ended March 31, 2000 and 1999 were (UK Pound)12.4 million and (UK Pound)9.5 million, respectively, representing an increase of (UK Pound)2.8 million. This increase is predominantly attributable to increases in interconnection costs and programming costs as a result of growth in telephone lines and cable television customers. Selling, general and administrative expenses for the three months ended March 31, 2000 and 1999 were (UK Pound)13.6 million and (UK Pound)11.0 million, respectively, representing an increase of (UK Pound)2.6 million. Beginning in the fourth quarter of 1999, a subsidiary of NTL began charging the Group for management, financial, legal and technical services it provides to the Group. This charge was (UK Pound)3.2 million in the three months ended March 31, 2000. As a percentage of total revenues however, selling, general and administrative expenses decreased to 38.0% for the three months ended March 31, 2000 from 40.4% in the comparable period in 1999. Depreciation and amortization expense for the three months ended March 31, 2000 and 1999 was (UK Pound)19.2 million and (UK Pound)12.6 million, respectively, representing an increase of (UK Pound)6.6 million. This increase was attributable to the increasing cost of the Group's network and the related additional depreciation. Other expenses of (UK Pound)8.5 million for the three months ended March 31, 1999 relate to costs incurred in connection with the Share Exchange Agreement, including fees paid to financial advisors to the Group. Interest expense and amortization of debt discount and expenses for the three months ended March 31, 2000 and 1999 was (UK Pound)26.1 million and (UK Pound)23.4 million, respectively, representing an increase of (UK Pound)2.6 million. For the three months ended March 31, 2000, interest expense includes the accretion of the discount on the Discount notes of (UK Pound)14.3 million, interest on the 1994 and 1998 Notes of (UK Pound)10.9 million, amortization of debt financing costs of (UK Pound)600,000 and other interest expense of (UK Pound)300,000. For the three months ended March 31, 1999, interest expense includes the accretion of the discount on the Discount notes of (UK Pound)17.8 million, interest on the 1998 Notes of (UK Pound)4.9 million, amortization of debt financing costs of (UK Pound)600,000 and other interest expense of (UK Pound)100,000. A substantial portion of the Group's existing debt obligations are denominated in U.S. dollars, while the Group's revenues and expenses are generated and stated in UK pounds sterling. During the three months ended March 31, 2000 and 1999, the Group recorded net foreign exchange losses of (UK Pound)10.3 million and (UK Pound)20.0 million, respectively, primarily due to the unrealized losses on translation of its Discount Notes and 1998 Notes. Changes in foreign currency exchange rates may affect the Group's ability to satisfy its obligations, including obligations under outstanding debt instruments, as they become due. Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995 - -------------------------------------------------------------------------------- Certain statements contained herein constitute "forward-looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995. When used herein, the words, "believe," "anticipate," "should," "intend," "plan," "will," "expects," "estimates," "projects," "positioned," "strategy," and similar expressions identify such forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Group, 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 the following: general economic and business conditions, the Group'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. 10 DIAMOND CABLE COMMUNICATIONS LIMITED FORM 10-Q QUARTER ENDED MARCH 31, 2000 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK - ------- --------------------------------------------------------- There have been no 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: 27 Financial Data Schedule. (b) Reports on Form 8-K: No reports on Form 8-K were filed by the Company during the quarter ended March 31, 2000. 11 DIAMOND CABLE COMMUNICATIONS LIMITED FORM 10-Q QUARTER ENDED MARCH 31, 2000 SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DIAMOND CABLE COMMUNICATIONS LIMITED -------------------------------------- Date: May 11, 2000 By: /s/ Leigh C. Wood --------------------------------- Leigh C. Wood Chairman of the Board and Director (Principal Executive Officer) Date: May 11, 2000 By: /s/ David Kelham --------------------------------- David Kelham Director (Principal Financial and Accounting Officer) 12