SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 14, 2003
United Pan-Europe Communications N.V.
(Exact name of registrant as specified in its charter)
The Netherlands
(State or Other Jurisdiction of Incorporation)
000-25365
(Commission File Number)
98-0191997
(I.R.S. Employer Identification Number)
Boeing Avenue 53
1119 PE, Schiphol Rijk
The Netherlands
(Address and zip code of principal executive offices)
(31) 20-778-9840
(Registrant's telephone number, including area code)
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Number Description
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99.1 Press release dated August 14, 2003 of United Pan-
Europe Communications N.V. announcing its
operating and financial results for the second
quarter ending June 30, 2003.
Item 12. Results of Operations and Financial Condition
On August 14, 2003, United Pan-Europe Communications N.V. (the "Company")
issued a press release announcing its operating and financial results for the
second quarter ending June 30, 2003 (the "Second Quarter Press Release"). A copy
of the Second Quarter Press Release is attached hereto as Exhibit 99.1 and is
incorporated in its entirety herein by reference.
The Second Quarter Press Release contains information on the Company's free
cash flow, which is considered a financial measure not prepared in accordance
with generally accepted accounting principles ("GAAP"), as well as information
on the Company's net cash provided by operating activities, which the Company
considers to be the Company's GAAP financial measure most closely comparable to
free cash flow. The Second Quarter Press Release includes a reconciliation of
the Company's free cash flow to its net cash provided by operating activities as
presented in the accompanying condensed consolidated statements of cash flows.
Free cash flow is not a GAAP measure of liquidity. The Company defines free
cash flow as cash flow from operating activities less capital expenditures. Free
cash flow is a measure that the Company's chief operating decision makers use to
monitor the business. The Company believes that free cash flow provides useful
information to the Company's investors because it can be used to gauge the
Company's ability to service debt and fund new investment opportunities. The
Company's calculation of free cash flow may or may not beconsistent with the
calculation of this measure by other companies. Investors should view free cash
flow as a supplement to, and not a substitute for, GAAP cash flows from
operating, investing and financing activities as a measure of liquidity.
The Second Quarter Press Release contains a reconciliation of the total of
the reportable segments' Adjusted EBITDA, a non-GAAP financial measure, to the
most closely comparable GAAP measure, consolidated net income (loss). Adjusted
EBITDA is the primary measure used by the Company's chief operating decision
makers to evaluate segment-operating performance and to decide how to allocate
resources to segments. EBITDA is an acronym for earnings before interest, taxes,
depreciation and amortization. As the Company uses the term, Adjusted EBITDA
represents net income before cumulative effects of accounting changes, share in
results of affiliates, minority interests in
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subsidiaries, income taxes, reorganization expense, other income and expense,
gain on issuance of common equity securities by subsidiaries, provision for loss
on investments, gain (loss) on sale of investments in affiliates and other
assets, foreign currency exchange gain (loss), interest income and expense,
impairment and restructuring charges, depreciation, amortization, and
stock-based compensation. The Company believes Adjusted EBITDA is meaningful
because it provides investors a means to evaluate the operating performance of
the Company's segments and the Company on an ongoing basis using criteria that
is used by the Company's internal decision makers. The Company reconciles the
total of the reportable segments' Adjusted EBITDA to its consolidated net income
as presented in the accompanying condensed consolidated statements of
operations, because the Company believes consolidated net income is the most
directly, comparable financial measure to total segment operating performance.
Investors should view Adjusted EBITDA as a supplement to, and not a substitute
for, other GAAP measures of income as a measure of operating performance.
Cautionary Statement Regarding Forward-Looking Statements
The Second Quarter Press Release contains forward-looking statements (any
statement other than those made solely with respect to historical fact) based
upon management's beliefs, as well as assumptions made by and data currently
available to management. This information has been, or in the future may be,
included in reliance on the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements are based on a
variety of assumptions that may not be realized and are subject to significant
business, economic, judicial and competitive risks and uncertainties, including
those set forth below, many of which are beyond the Company's control. These
risks and uncertainties could cause actual events and the Company's actual
operations, financial condition, cash flows or operating results may differ
materially from those expressed or implied by any such forward-looking
statements. These statements relate to the Company's future plans, objectives,
expectations and intentions. These statements may be identified by the use of
words such as "believes," "expects," "may," "will," "would," "should," "seeks,"
"pro forma," "anticipates" and similar expressions. The Company undertakes no
obligation to update or revise any such forward-looking statements.
The forward-looking statements and the Company's liquidity, capital
resources and results of operations are subject to a number of risks and
uncertainties including, but not limited to, the following: the ability of the
Company to continue as a going concern; the ability of the Company and its
subsidiaries to operate pursuant to the terms of their existing credit
facilities and arrangements; the ability to fund, develop and execute the
Company's business plan; the ability of the Company to restructure its
outstanding indebtedness on a satisfactory and timely basis; the ability of the
Company to consummate its plan of reorganization (the "Plan") under the United
States Bankruptcy Code and its plan of compulsory composition (Akkoord) (the
"Akkoord") under the Dutch Bankruptcy Code (Faillissementswet); the
ramifications of any restructuring; risks associated with not completing the
restructuring consistent with the Company's timetable; risks associated with
third parties seeking and obtaining approval of the United States Bankruptcy
Court for the Southern District of New York or the Amsterdam Court (Rechtbank)
to take actions inconsistent with, or detrimental to, the consummation of the
Plan and the Akkoord; potential adverse developments with respect to the
Company's liquidity or
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results of operations; competitive pressures from other companies in the same or
similar lines of business as the Company; trends in the economy as a whole which
may affect subscriber confidence and demand for the goods and services supplied
by the Company; the ability of the Company to predict consumer demand as a
whole, as well as demand for specific goods and services; the acceptance and
continued use by subscribers and potential subscribers of the Company's
services; changes in technology and competition; the Company's ability to
achieve expected operational efficiencies and economies of scale and its ability
to generate expected revenue and achieve assumed margins; the ability of the
Company to attract, retain and compensate key executives and other personnel;
the ability of the Company to maintain existing arrangements and/or enter into
new arrangements with third-party providers and contract partners; potential
adverse publicity, as well as other factors detailed from time to time in the
Company's filings with the United States Securities and Exchange Commission.
Given these uncertainties, readers are cautioned not to place undue reliance on
the forward-looking statements contained in the Second Quarter Press Release.
The above information can also be obtained from the Company's website at
http://www.upccorp.com.
Limitation on Incorporation by Reference
In accordance with General Instruction B.6 of Form 8-K, the information in
this Item 12 shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section, nor shall such information be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, except
as shall be expressly set forth by specific reference in such a filing.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNITED PAN-EUROPE COMMUNICATIONS N.V.
By: /s/ Anton A.M. Tuijten
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Name: Anton A.M. Tuijten
Title: Member of the Board of Management
and General Counsel
Dated: August 14, 2003
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EXHIBIT INDEX
Exhibit Number Description
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99.1 Press release dated August 14, 2003 of United Pan-Europe
Communications N.V. announcing its operating and financial
results for the second quarter ending June 30, 2003.