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): March 31, 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
99.1 Press release dated March 31, 2003 of United
Pan-Europe Communications N.V. announcing
its operating and financial results for the
fourth quarter and year ended December 31,
2002.
Item 9. Regulation FD Disclosure. (Information furnished under this Item 9 is
being furnished solely under Item 12)
On March 31, 2003, United Pan-Europe Communications N.V. (the "Company")
issued a press release announcing its operating and financial results for the
fourth quarter and year ended December 31, 2002. On March 31, 2003, the Company
held a conference call on which it discussed such operating and financial
results. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated in its entirety herein by reference. The press release and portions
of this Current Report on Form 8-K relating to the press release and earnings
call are furnished under Item 12 of this Current Report on Form 8-K.
The press release and earnings call contained information on the Company's
Adjusted EBITDA results, which is considered a non-generally accepted accounting
principles ("GAAP") financial measure under the rules and regulations of the
U.S. Securities and Exchange Commission, as well as information on the Company's
operating losses, which the Company considers to be the Company's GAAP financial
measure most directly comparable to Adjusted EBITDA, and a reconciliation of the
Company's Adjusted EBITDA and operating results.
Adjusted EBITDA is not a GAAP financial measure. Adjusted EBITDA represents
net operating earnings before depreciation, amortization, stock-based
compensation charges, and impairment and restructuring charges. Adjusted EBITDA
is a management tool used by the Company's chief decision-makers to monitor the
Company's financial performance, to measure segment profitability and
performance. It is also used as part of the calculation of the Company's
performance against senior bank facility covenants.
The Company's management believes that Adjusted EBITDA is meaningful to
investors because it provides an analysis of financial results using the same
measures used by the Company's chief decision makers, that Adjusted EBITDA
provides investors with the means to evaluate the Company's financial results
compared to other companies within the same industry and that it is common
practice for institutional investors and investment bankers to use various
multiples of current or projected Adjusted EBITDA for purposes of estimating
current or prospective enterprise value. The Company's calculation of Adjusted
EBITDA may or may not be consistent with the calculation of this measure by
other companies in the same industry. Investors should not view adjusted EBITDA
as an alternative to GAAP measure of operating profit or income as a measure of
performance, or to cash flows from operating investing and financing activities
as a measure of liquidity. In addition, Adjusted EBITDA does not take into
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account changes in certain assets and liabilities as well as interest and
income taxes that can affect cash flows. Adjusted EBITDA excludes non-cash and
cash stock-based compensation charges, which result from variable plan
accounting for certain of the stock option and phantom stock option plans of the
Company and its subsidiaries. The presentation of Adjusted EBITDA is not meant
to be considered in isolation or as a substitute for results prepared in
accordance with GAAP.
Cautionary Statement Regarding Forward-Looking Statements
The 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 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
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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 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
Name: Anton A.M. Tuijten
Title: Member of the Board of
Management and General Counsel
Dated: April 1, 2003
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EXHIBIT INDEX
Exhibit Number Description
99.1 Press release dated March 31, 2003 of
United Pan-Europe Communications N.V.
announcing its operating and financial
results for the fourth quarter and year
ended December 31, 2002.
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