DIAMOND CABLE COMMUNICATIONS LTD - 10-Q Quarterly Report

DIAMOND CABLE COMMUNICATIONS LIMITED
(Exact name of registrant as specified in its charter)

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 [ ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [ ] No [x]

As of September 30, 2003, there were 59,138,852 shares of the Registrant’s Ordinary Shares of 2.5 pence each outstanding. The Registrant is a wholly owned subsidiary of NTL Incorporated and there is no market for the Registrant’s shares.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ x ] No [ ]


			Page
			Number

PART I. FINANCIAL INFORMATION
	Item 1. Financial Statements
		Condensed Consolidated Balance Sheets as of September 30, 2003 (Unaudited) and December 31, 2002		1
		Condensed Consolidated Statements of Operations for Three and Nine Months Ended September 30, 2003 and 2002 and January 1, 2003 (Unaudited)		2
		Condensed Consolidated Statement of Shareholder’s Equity (Deficiency) for the Nine Months Ended September 30, 2003 (Unaudited)		3
		Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2003 and 2002 and January 1, 2003 (Unaudited)		4
		Notes to the Condensed Consolidated Financial Statements (Unaudited)		5
	Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition			18
	Item 3. Quantitative and Qualitative Disclosures About Market Risk			28
	Item 4. Controls and Procedures			29
PART II. OTHER INFORMATION
	Item 5. Other Information			30
	Item 6. Exhibits and Reports on Form 8-K			31
SIGNATURES				32


			September 30,			December 31,
			2003			2002

			Reorganized			Predecessor
			company			company

			(Unaudited)			(See Note)
Assets
Current assets
	Cash and cash equivalents			£3,265			£12,168
	Accounts receivable, less allowance for doubtful accounts of £1,665 (2003) and £2,847 (2002)			16,482			15,952
	Other current assets			266			498

		Total current assets		20,013			28,618
Fixed assets, net				349,488			486,142
Deferred financing costs, net of accumulated amortization of £695 (2003) and £15,468 (2002)				2,997			9,684
Goodwill				—			66,647
Franchise costs				—			316
Customer list, net of accumulated amortization of £9,421 (2003)				57,140			—
Reorganization value in excess of amounts allocable to identifiable assets				79,262			—

Total assets				£508,900			£591,407

Liabilities and shareholder’s equity (deficiency)
Current liabilities
	Accrued expenses			£8,150			£10,542
	Interest payable			3,256			—
	Deferred revenue			4,929			4,525
	Due to affiliates			14,019			30,655
	Current portion of long-term debt			252			1,960

		Total current liabilities		30,606			47,682
Liabilities subject to compromise				—			1,029,422
Long-term debt, less current portion				162,760			—
Loan from affiliates				19,607			—
Deferred income taxes				921			921
Commitments and contingent liabilities
Shareholder’s equity (deficiency)
	Ordinary shares of 2.5p each: 150,000,060 authorized;
	59,138,852 (2003) and 59,138,851 (2002) issued and outstanding			1,478			1,478
	Additional paid-in capital			350,288			317,506
	Accumulated deficit			(56,760	)		(805,602	)

		Total shareholder’s equity (deficiency)		295,006			(486,618	)

Total liabilities and shareholder’s equity (deficiency)				£508,900			£591,407

Note: The balance sheet at December 31, 2002 has been derived from the audited financial statements at that date. See accompanying notes.


		Three months ended						Nine months ended
		September 30,						September 30,

		2003			2002			2003			2002

		Reorganized			Predecessor			Reorganized			Predecessor
		company			company			company			company

Revenue			£46,659			£42,965			£138,114			£133,161

Costs and expenses
	Operating costs (exclusive of depreciation shown below)		(19,748	)		(21,354	)		(60,885	)		(66,290	)
	Selling, general and administrative expenses		(14,519	)		(13,698	)		(43,524	)		(42,087	)
	Other charges		(69	)		(2,926	)		(847	)		(2,956	)
	Depreciation		(11,839	)		(14,873	)		(34,685	)		(45,938	)
	Amortization		(3,141	)		—			(9,421	)		—

			(49,316	)		(52,851	)		(149,362	)		(157,271	)

Operating loss			(2,657	)		(9,886	)		(11,248	)		(24,110	)
Other income (expense)
	Interest expense and amortization of debt discount and expenses		(7,472	)		(5,841	)		(22,428	)		(53,819	)
	Interest expense to affiliate		(332	)		—			(29,811	)		—
	Interest income		45			164			110			345
	Exchange gains		508			26,161			6,617			69,558

			(7,251	)		20,484			(45,512	)		16,084

Net (loss) income			(£9,908	)		£10,598			(£56,760	)		(£8,026	)

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDER’S EQUITY (DEFICIENCY)
(Unaudited)
(in £’000s except number of shares)


								Compre-
					Additional			hensive
	Ordinary				paid-in			income			Accumulated
	shares		Par		capital			(loss)			deficit			Total

Predecessor company
Balance at December 31, 2002		59,138,851		£1,478		£317,506						(£805,602	)		(£486,618	)
Net income									£628,578			628,578			628,578

Exit transactions		1		—		14,380						—			14,380
Fresh start adjustment		—		—		(177,024	)					177,024			—

Reorganized company
Balance at January 1, 2003		59,138,852		1,478		154,862						—			156,340
Release of debt obligations		—		—		195,426						—			195,426
Net loss									(£56,760	)		(56,760	)		(56,760	)

Balance at September 30, 2003		59,138,852		£1,478		£350,288						(£56,760	)		£295,006


			Nine months ended
			September 30,

			2003			2002

			Reorganized			Predecessor
			company			company

Net cash (used in) provided by operating activities				(£16,166	)		£12,976

Investing activities
	Purchases of fixed assets			(12,528	)		(16,717	)
	Proceeds from disposition of fixed assets			—			31

		Net cash used in investing activities		(12,528	)		(16,686	)

Financing activities
	Principal payments			(132	)		(218	)
	Capital lease payments			—			(476	)
	Loans from affiliate			19,923			12,961
	Contributions from NTL Communications Corp.			—			140

		Net cash provided by financing activities		19,791			12,407

(Decrease) increase in cash and cash equivalents				(8,903	)		8,697
Cash and cash equivalents, beginning of period				12,168			4,535

Cash and cash equivalents, end of period				£3,265			£13,232

Supplemental disclosure of cash flow information
		Cash paid during the period for interest		£30,143			£23,598


		January 1,
		2003
		Predecessor
		company

Net cash (used in) provided by operating activities			£—

Investing activities
	Net cash used in investing activities		—

Financing activities
	Net cash provided by financing activities		—

(Decrease) increase in cash and cash equivalents			—
Cash and cash equivalents, beginning of period			12,168

Cash and cash equivalents, end of period			£12,168

Supplemental disclosure of cash flow information
	Cash paid during the period for interest		£—

We are a limited company incorporated under the laws of England and Wales. We are the holding company of subsidiaries that offer broadband and communications services providing telephone, cable television and Internet services to the home, as well as data, voice and Internet services to businesses in the Leicestershire and Nottinghamshire regions of the UK. These interests are held through our subsidiary, Diamond Holdings Limited. We are a wholly owned subsidiary of NTL Incorporated (“NTL”) and we are reliant upon the support of NTL and its subsidiaries to continue our operations.

On May 8, 2002, Diamond Holdings and we filed a prearranged joint reorganization plan (the “Plan”) under Chapter 11 of Title 11 of the US Bankruptcy Code. We filed jointly with NTL Europe, Inc. (formerly NTL Incorporated), NTL (Delaware), Inc., NTL Incorporated (formerly NTL Communications Corp.) and Communications Cable Funding Corp. Also, on May 8, 2002, we filed proceedings for Administration in England. Our operating subsidiaries were not included in the Chapter 11 filing. The Plan became effective on January 10, 2003, (the “Effective Date”) at which time we emerged from Chapter 11 reorganization and administration.

We have prepared our accompanying unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States 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 our management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Our operating results for the three and nine months ended September 30, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003. For further information, refer to the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2002.

We operated our business as a debtor-in-possession subject to the jurisdiction of the Bankruptcy Court during the period from May 8, 2002 until January 10, 2003. Accordingly, our consolidated financial statements for periods prior to our emergence from Chapter 11 reorganization were prepared in accordance with the American Institute of Certified Public Accountants Statement of Position 90-7, “Financial Reporting by Entities in Reorganization Under the Bankruptcy Code” (“SOP 90-7”). In addition, we adopted fresh-start reporting upon our emergence from Chapter 11 reorganization in accordance with SOP 90-7. For financial reporting purposes, the effects of the consummation of the Plan as well as adjustments for fresh-start reporting have been recorded in the accompanying unaudited condensed consolidated financial statements as of January 1, 2003.

Pursuant to fresh-start reporting, a new entity was deemed created for financial reporting purposes and the carrying values of assets and liabilities were adjusted. The carrying value of assets was adjusted to their reorganization value that is equivalent to their estimated fair value. The carrying value of liabilities was adjusted to their present value. Since fresh-start reporting materially changed the carrying values recorded in our consolidated balance sheet, a black line separates the financial statements for periods after the adoption of fresh-start reporting from the financial statements for periods prior to the adoption.

The term “Predecessor Company” refers to us for periods prior to and including December 31, 2002. The term “Reorganized Company” refers to us for periods subsequent to January 1, 2003. The effects of the consummation of the Plan as well as adjustments for fresh-start reporting recorded as of January 1, 2003 are Predecessor Company transactions and are presented in the accompanying condensed consolidated statements of operations and cash flows dated January 1, 2003. All other results of operations and cash flows on January 1, 2003 are Reorganized Company transactions.

Certain prior period amounts have been reclassified to conform to the current presentation.

We engaged an independent financial adviser to assist in the determination of our reorganization value as defined in SOP 90-7. Our independent financial advisor and we determined that our reorganization value was £556.3 million. This determination was based upon various valuation methods, including discounted projected cash flow analysis, selected comparable market multiples of publicly traded companies and other applicable ratios and economic information relevant to our operations. Certain factors that were incorporated into the determination of our reorganization value included the following:

•

Residual value representing the sum of the value beyond 10 years into perpetuity was calculated using the Gordon Growth Model

The cash flow projections are based on economic, competitive and general business conditions prevailing when the projections were prepared. They are also based on a variety of estimates and assumptions which, though considered reasonable by our management, may not be realized, and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. A change in the estimates and assumptions about revenue, operating cash flow, tax rates and capital expenditures may have had a significant effect on the determination of our reorganization value.

We determined that our reorganization value computed as of the Effective Date of January 10, 2003 consisted of the following (in £’000s):

In accordance with SOP 90-7, we adopted fresh-start reporting on January 1, 2003. We adopted fresh-start reporting because the holders of NTL’s voting common shares immediately before filing and confirmation of the Plan received less than 50% of NTL’s voting shares of the emerging company, and because our reorganization value is less than our post-petition liabilities and allowed claims, as shown below (in £’000s):

We engaged an independent financial advisor to assist in the determination of the reorganization value (or fair value) of our assets and the present value of our liabilities. This determination resulted in the fresh-start reporting adjustments to write-down fixed assets and write-up intangible assets to their fair values. In addition, our total reorganization value exceeded the amounts allocable to identifiable assets that resulted in a new indefinite-lived intangible asset.

The following reconciliation of the Predecessor Company’s consolidated balance sheet as of December 31, 2002 to that of the Reorganized Company as of January 1, 2003 gives effect to our emergence from Chapter 11 reorganization and the adoption of fresh-start reporting. The adjustments titled “Emergence from Chapter 11” reflect the consummation of the Plan. The adjustments titled “Fresh-Start” reflect the adoption of fresh-start reporting (in £’000s).


			December 31,									January 1,
			2002									2003
						Emergence
			Predecessor			from			Fresh-			Reorganized
			company			Chapter 11			start			company

Assets
Current assets
	Cash and cash equivalents			£12,168			£—			£—			£12,168
	Accounts receivable, net			15,952			—			—			15,952
	Other current assets			498			—			—			498

		Total current assets		28,618			—			—			28,618
Fixed assets, net				486,142			—			(113,965	)		372,177
Deferred financing costs, net				9,684			—			—			9,684
Goodwill				66,647			—			(66,647	)		—
Franchise costs				316			—			(316	)		—
Customer list				—			—			66,561			66,561
Reorganization value in excess of amounts allocable to identifiable assets				—			—			79,262			79,262

Total assets				£591,407			£—			(£35,105	)		£556,302

Liabilities and shareholder’s equity (deficiency)
Liabilities not subject to compromise
Current liabilities
	Accounts payable and accrued expenses			£10,542			£—			£—			£10,542
	Interest payable			—			18,487			—			18,487
	Deferred revenue			4,525			—			—			4,525
	Due to affiliates			30,655			—			—			30,655
	Current portion of long-term debt			1,960			—			(1,708	)		252

		Total current liabilities		47,682			18,487			(1,708	)		64,461
Long-term debt, net of discount				—			203,282			(45,733	)		157,549
Long-term debt due to affiliate				—			853,123			(676,092	)		177,031
Deferred income taxes				921			—			—			921

	Total liabilities not subject to compromise			48,603			1,074,892			(723,533	)		399,962

Liabilities subject to compromise
	Long-term debt, less current portion			971,567			(971,567	)		—			—
	Notes payable to affiliates			12,117			(12,117	)		—			—
	Accrued interest			45,738			(45,738	)		—			—

		Total liabilities subject to compromise		1,029,422			(1,029,422	)		—			—

Shareholder’s equity (deficiency)
	Ordinary shares			1,478			—			—			1,478
	Additional paid-in capital			317,506			14,380			(177,024	)		154,862
	Accumulated deficit			(805,602	)		(59,850	)		865,452			—

		Total shareholder’s equity (deficiency)		(486,618	)		(45,470	)		688,428			156,340

Total liabilities and shareholder’s equity (deficiency)				£591,407			£—			(£35,105	)		£556,302

The unaudited condensed consolidated pro forma results of our operations for the three and nine months ended September 30, 2002 assuming we emerged from Chapter 11 reorganization and adopted fresh-start reporting on January 1, 2002 follows (in £’000s). The pro forma results of our operations are not necessarily indicative of the results that would have occurred had we emerged from Chapter 11 reorganization and adopted fresh-start reporting on January 1, 2002, or that might occur in the future.

In April 2003, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.” SFAS No.149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” This statement is effective for contracts entered into or modified after June 30, 2003. The adoption of this statement did not have a significant effect on our results of operations, financial condition or cash flows.

In January 2003, the FASB issued FASB Interpretation No. 46, “Consolidation of Variable Interest Entities”, which requires variable interest entities to be consolidated by the primary beneficiary of the entity if certain criteria are met. FIN 46 is effective immediately for all new variable interest entities created or acquired after January 31, 2003. For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN 46 become effective for us during the fourth quarter of 2003. The implementation of this interpretation is not expected to have a significant effect on our results of operations, financial condition or cash flows.

In November 2002, the Emerging Issues Task Force reached a consensus on EITF No. 00-21, “Revenue Arrangements with Multiple Deliverables”. EITF 00-21 provides guidance on how to account for arrangements that involve the delivery or performance of multiple products, services and/or rights to use assets. The provisions of EITF 00-21 will apply to revenue arrangements entered into in fiscal periods beginning after June 15, 2003. The adoption of EITF 00-21 did not have a significant effect on our results of operations, financial condition or cash flows.

In July 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities.” SFAS No. 146 replaced EITF Issue No. 94-3 “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)”. SFAS No. 146 requires that a liability for costs associated with an exit or disposal activity is recognized when the liability is incurred. SFAS No. 146 is effective for exit or disposal activities that are initiated after December 31, 2002. The adoption of this standard did not have a significant effect on our results of operations, financial condition or cash flows.

In June 2001, the FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations,” effective for us on January 1, 2003. SFAS No. 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible fixed assets and the associated asset retirement costs. The adoption of this standard has not had a significant impact on our results of operations, financial condition or cash flows.

Consolidated comprehensive (loss) income for the three months ended September 30, 2003 and 2002 was £9.9 million (loss) and £10.6 million (income), respectively. Consolidated comprehensive (loss) for the nine months ended September 30, 2003 and 2002 was £56.8 million and £8.0 million, respectively.

The change in fixed assets is primarily the result of the £114.0 million reduction in the carrying value upon the adoption of fresh-start reporting as of January 1, 2003.

The change in intangible assets is primarily the result of the £66.6 million increase in the carrying value of customer lists, the £66.6 million decrease in the carrying value of goodwill, the £79.3 million increase in reorganization value in excess of amounts allocable to identifiable assets and the £0.3 million decrease in the carrying value of franchise costs upon the adoption of fresh-start reporting as of January 1, 2003. Customer lists are amortized on a straight-line basis over approximately five years.

Estimated aggregate amortization expense for each of the five succeeding fiscal years from December 31, 2002 is as follows: £12.6 million in 2003, £12.6 million in 2004, £12.6 million in 2005, £12.6 million in 2006 and £12.6 million in 2007.


	September 30,		December 31,
	2003		2002

	Reorganized		Predecessor
	company		company

	(unaudited)
Diamond Cable:
13 1/4% Senior Discount Notes		£—		£177,136
11 3/4% Senior Discount Notes		—		329,887
10 3/4% Senior Discount Notes		—		261,262
Diamond Holdings:
10% Senior Sterling Notes		—		135,000
9 1/8% Senior Notes		—		68,282
Other
30% Loan Note		—		12,117
Accrued interest		—		45,738

		£—		£1,029,422

Upon emergence from Chapter 11 reorganization and in accordance with the Plan, NTL acquired all of our outstanding public notes except for the Diamond Holdings Notes. On February 4, 2003, NTL released us from any further obligations to pay interest and/or principal on the Diamond Cable Notes. The Diamond Holdings Notes remain outstanding.

On March 31, 2003, we entered into a loan agreement with NTL under which £10.0 million had been borrowed on April 2, 2003. On July 31, 2003, we borrowed a further $16 million. Interest is payable on any and all outstanding principal amounts from time to time from and including the date of the initial borrowing until such principal amounts are paid in full. The initial interest rate is 8.0% or such other rate as may be agreed from time to time. The outstanding principal and accrued and unpaid interest are payable upon demand, but are subordinated to Diamond Holdings’ Senior Notes. NTL has indicated that it does not intend to demand payment on the loan agreement prior to October 1, 2004.

Since NTL acquired us in March 1999, a subsidiary of NTL has been providing infrastructure and management support services to us. Benefits include usage of NTL network assets, network maintenance, marketing and shared overhead. Additionally, in 2001 certain elements of our network operations and customer operations were integrated with NTL’s national and regional operations in order for us to gain the advantage of NTL’s scale.

The related charges, which began in the fourth quarter of 1999, represent our portion of costs incurred by a subsidiary of NTL for the benefit of all UK operations within NTL. These charges are made on the basis of an allocation formula appropriate to each category of charge. We were charged £69.3 million, and £70.5 million for the nine months ended September 30, 2003 and 2002, respectively. For 2003, £25.8 million was included in operating costs and £43.5 million was included in selling, general and administrative expense. For 2002, £28.4 million was included in operating costs and £42.1 million was included in selling, general and administrative expense. It is not practicable to determine the amount of these expenses that would have been incurred had we operated as an unaffiliated entity. In the opinion of our management, the allocation method is reasonable.

In the nine months ended September 30, 2003, we were also charged £0.8 million representing our proportion of the costs of NTL’s internal restructuring. These costs included severance and other employee related costs. Restructuring charges allocated to us by a subsidiary of NTL are made on the basis of an allocation formula appropriate to each category of charge that is based on management’s judgement of a reasonable methodology given the facts and circumstances.

As of September 30, 2003 and December 31, 2002, the due to affiliates balance includes payments made to third parties on our behalf by a subsidiary of NTL. We have reduced direct transactions with third parties as a result of our continued integration with NTL. We have therefore had our liabilities to third parties significantly reduced, with a rise in amounts due to affiliates. The payments made on our behalf represent directly attributable expenses incurred by us.

We are involved in certain disputes and litigation arising in the ordinary course of our business. None of these matters are expected to have a material adverse effect on our financial position, results of operations or cash flows.

On February 6, 1998, our subsidiary, Diamond Holdings, issued £135.0 million principal amount of its 10% Senior Notes due February 1, 2008 and $109.9 million principal amount of its 9 1/8% Senior Notes due February 1, 2008 (together, the “1998 Notes”). We have fully and unconditionally guaranteed the 1998 Notes as to principal, interest and other amounts due. We have no independent operations and no subsidiaries other than Diamond Holdings. Diamond Holdings is restricted in its ability to make funds available to us except for funds to pay interest on our notes and £5.0 million annually. We present the following condensed consolidating financial information as of September 30, 2003 and December 31, 2002 and for the three and nine months ended September 30, 2003, on January 1, 2003 and three and nine months ended September 30, 2002 as required by Article 3-10(c) of Regulation S-X.


	Three months ended September 30, 2003

													Consolidated
	Diamond			Diamond									Diamond
	Cable			Holdings			Subsidiaries			Adjustments			Cable

	(unaudited) (in £'000s)
Statement of operations
Revenue		£—			£—			£46,659			£—			£46,659

Costs and expenses
Operating costs		—			—			(19,748	)		—			(19,748	)
Selling, general and administrative expenses		—			—			(14,519	)		—			(14,519	)
Other charges		—			—			(69	)		—			(69	)
Depreciation and amortization		—			—			(14,980	)		—			(14,980	)

		—			—			(49,316	)		—			(49,316	)

Operating loss		—			—			(2,657	)		—			(2,657	)
Other income (expense)
Interest expense and amortization of debt discount and expenses		—			(7,448	)		(24	)		—			(7,472	)
Interest expense to affiliate		(332	)		—			(5,061	)		5,061			(332	)
Interest income		346			4,715			45			(5,061	)		45
Exchange gains (losses)		431			(650	)		727			—			508
Equity in net loss of subsidiaries		(10,353	)		(6,970	)		—			17,323			—

Net (loss) income		(£9,908	)		(£10,353	)		(£6,970	)		£17,323			(£9,908	)


	Three months ended September 30, 2002

													Consolidated
	Diamond			Diamond									Diamond
	Cable			Holdings			Subsidiaries			Adjustments			Cable

	(unaudited) (in £'000s)
Statement of operations
Revenue		£—			£—			£42,965			£—			£42,965

Costs and expenses
Operating costs		—			—			(21,354	)		—			(21,354	)
Selling, general and administrative expenses		—			—			(13,698	)		—			(13,698	)
Other charges		(1,175	)		(1,174	)		(577	)		—			(2,926	)
Depreciation and amortization		—			—			(14,873	)		—			(14,873	)

		(1,175	)		(1,174	)		(50,502	)		—			(52,851	)

Operating loss		(1,175	)		(1,174	)		(7,537	)		—			(9,886	)
Other income (expense)
Interest expense and amortization of debt discount and expenses		(753	)		(5,061	)		(32,107	)		32,080			(5,841	)
Interest expense to affiliate		—			—			—			—			—
Interest income		27,469			4,611			164			(32,080	)		164
Exchange gains (losses)		(1,975	)		(7	)		28,143			—			26,161
Equity in net loss of subsidiaries		(12,968	)		(11,337	)		—			24,305			—

Net (loss) income		£10,598			(£12,968	)		(£11,337	)		£24,305			£10,598


	Nine months ended September 30, 2003

													Consolidated
	Diamond			Diamond									Diamond
	Cable			Holdings			Subsidiaries			Adjustments			Cable

	(unaudited) (in £'000s)
Statement of operations
Revenue		£—			£—			£138,114			£—			£138,114

Costs and expenses
Operating costs		—			—			(60,885	)		—			(60,885	)
Selling, general and administrative expenses		—			—			(43,524	)		—			(43,524	)
Other charges		—			—			(847	)		—			(847	)
Depreciation and amortization		—			—			(44,106	)		—			(44,106	)

		—			—			(149,362	)		—			(149,362	)

Operating loss		—			—			(11,248	)		—			(11,248	)
Other income (expense)
Interest expense and amortization of debt discount and expenses		—			(22,353	)		(75	)		—			(22,428	)
Interest expense to affiliate		(29,811	)		—			(17,881	)		17,881			(29,811	)
Interest income		3,799			14,082			110			(17,881	)		110
Exchange gains (losses)		5,022			16			1,579			—			6,617
Equity in net loss of subsidiaries		(35,770	)		(27,515	)		—			63,285			—

Net (loss) income		(£56,760	)		(£35,770	)		(£27,515	)		£63,285			(£56,760	)


	Nine months ended September 30, 2002

													Consolidated
	Diamond			Diamond									Diamond
	Cable			Holdings			Subsidiaries			Adjustments			Cable

	(unaudited) (in £'000s)
Statement of operations
Revenue		£—			£—			£133,161			£—			£133,161

Costs and expenses
Operating costs		—			—			(66,290	)		—			(66,290	)
Selling, general and administrative expenses		—			—			(42,087	)		—			(42,087	)
Other charges		(1,190	)		(1,189	)		(577	)		—			(2,956	)
Depreciation and amortization		—			—			(45,938	)		—			(45,938	)

		(1,190	)		(1,189	)		(154,892	)		—			(157,271	)

Operating loss		(1,190	)		(1,189	)		(21,731	)		—			(24,110	)
Other income (expense)
Interest expense and amortization of debt discount and expenses		(38,083	)		(15,618	)		(100,680	)		100,562			(53,819	)
Interest expense to affiliate		—			—			—			—			—
Interest income		86,428			14,134			345			(100,562	)		345
Exchange gains (losses)		(5,314	)		(10	)		74,882			—			69,558
Equity in net loss of subsidiaries		(49,867	)		(47,184	)		—			97,051			—

Net (loss) income		(£8,026	)		(£49,867	)		(£47,184	)		£97,051			(£8,026	)


	January 1, 2003

												Consolidated
	Diamond			Diamond								Diamond
	Cable			Holdings			Subsidiaries			Adjustments		Cable

	(unaudited) (in £'000s)
Statement of operations
Interest expense to affiliate		(£59,850	)		£—			£—			£—		(£59,850	)
Fresh start adoption		676,092			47,441			(35,105	)		—		688,428
Equity in net loss of subsidiaries		12,336			(35,105	)		—			22,769		—

Net income (loss)		£628,578			£12,336			(£35,105	)		£22,769		£628,578


	September 30, 2003

										Consolidated
	Diamond		Diamond							Diamond
	Cable		Holdings		Subsidiaries		Adjustments			Cable

	(unaudited) (in £'000s)
Balance sheet
Current assets		£—		£—		£20,013		£—			£20,013
Investments in and advances to subsidiaries		316,060		457,680		—		(773,740	)		—
Fixed and non current assets		—		2,997		485,890		—			488,887

		£316,060		£460,677		£505,903		(£773,740	)		£508,900

Current liabilities		£526		£3,256		£26,824		£—			£30,606
Long-term debt		—		161,184		1,576		—			162,760
Due to affiliates		19,607		—		206,588		(206,588	)		19,607
Deferred income taxes		921		—		—		—			921
Shareholder’s equity (deficiency)		295,006		296,237		270,915		(567,152	)		295,006

Total liabilities and shareholder’s equity (deficiency)		£316,060		£460,677		£505,903		(£773,740	)		£508,900


	December 31, 2002

													Consolidated
	Diamond			Diamond									Diamond
	Cable			Holdings			Subsidiaries			Adjustments			Cable

	(in £'000s)
Balance sheet
Current assets		£238			£239			£28,141			£—			£28,618
Investments in and advances to subsidiaries		315,549			(468,266	)		—			152,717			—
Fixed and non current assets		6,169			3,515			553,105			—			562,789

		£321,956			(£464,512	)		£581,246			£152,717			£591,407

Current liabilities		£—			£—			£47,682			£—			£47,682
Long-term debt		—			—			—			—			—
Due to affiliates		—			—			1,206,489			(1,206,489	)		—
Liabilities subject to compromise		807,653			221,769			—			—			1,029,422
Deferred income taxes		921			—			—			—			921
Shareholder’s equity (deficiency)		(486,618	)		(686,281	)		(672,925	)		1,359,206			(486,618	)

Total liabilities and shareholder’s equity (deficiency)		£321,956			(£464,512	)		£581,246			£152,717			£591,407


	Nine months ended September 30, 2003

													Consolidated
	Diamond			Diamond									Diamond
	Cable			Holdings			Subsidiaries			Adjustments			Cable

	(unaudited) (in £'000s)
Statement of cash flows
Net cash (used in) provided by operating activities		£—			(£30,068	)		(£6,103	)		£20,005			(£16,166	)
Investing activities:
(Advances to) repayments from subsidiaries, net		(19,993	)		10,075			—			9,918			—
Purchases of fixed assets		—			—			(12,528	)		—			(12,528	)

Net cash provided by (used in) investing activities		(19,993	)		10,075			(12,528	)		9,918			(12,528	)

Financing activities:
Principal payments		—			—			(132	)		—			(132	)
Loans from affiliate		19,923			19,923			10,000			(29,923	)		19,923

Net cash provided by (used in) financing activities		19,923			19,923			9,868			(29,923	)		19,791

Decrease in cash and cash equivalents		(70	)		(70	)		(8,763	)		—			(8,903	)
Cash and cash equivalents at beginning of period		70			70			12,028			—			12,168

Cash and cash equivalents at end of period		£—			£—			£3,265			£—			£3,265


	Nine months ended September 30, 2002

													Consolidated
	Diamond			Diamond									Diamond
	Cable			Holdings			Subsidiaries			Adjustments			Cable

	(unaudited) (in £'000s)
Statement of cash flows
Net cash (used in) provided by operating activities		(£13,246	)		(£10,568	)		£25,937			£10,853			£12,976
Investing activities:
(Advances to) repayments from subsidiaries, net		215			10,568			—			(10,783	)		—
Purchases of fixed assets		—			—			(16,717	)		—			(16,717	)
Proceeds from disposition of fixed assets		—			—			31			—			31

Net cash provided by (used in) investing activities		215			10,568			(16,686	)		(10,783	)		(16,686	)

Financing activities:
Principal payments		—			—			(218	)		—			(218	)
Capital lease payments		—			—			(476	)		—			(476	)
Loans from affiliate		12,961			—			—			—			12,961
Contributions from NTL Communications Corp.		140			70			—			(70	)		140

Net cash provided by (used in) financing activities		13,101			70			(694	)		(70	)		12,407

Increase in cash and cash equivalents		70			70			8,557			—			8,697
Cash and cash equivalents at beginning of period		—			—			4,535			—			4,535

Cash and cash equivalents at end of period		£70			£70			£13,092			£—			£13,232


	January 1, 2003

									Consolidated
	Diamond		Diamond						Diamond
	Cable		Holdings		Subsidiaries		Adjustments		Cable

	(unaudited) (in £'000s)
Statement of cash flows
Net cash (used in) provided by operating activities		£—		£—		£—		£—		£—
Investing activities:
Net cash provided by (used in) investing activities		—		—		—		—		—
Financing activities:
Net cash provided by (used in) financing activities		—		—		—		—		—

(Decrease) increase in cash and cash equivalents		—		—		—		—		—
Cash and cash equivalents at beginning of period		70		70		12,028		—		12,168

Cash and cash equivalents at end of period		£70		£70		£12,028		£—		£12,168

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

We are a limited company incorporated under the laws of England and Wales. We are the holding company of subsidiaries that offer broadband and communications services providing telephone, cable television and Internet services to the home, as well as data, voice and Internet services to businesses in the Leicestershire and Nottinghamshire regions of the UK. These interests are held through our subsidiary, Diamond Holdings Limited. We are a wholly owned subsidiary of NTL Incorporated, or NTL, and we are reliant upon the support of NTL and its subsidiaries to continue our operations.

We set forth in the following table certain data concerning our franchises at September 30, 2003 and December 31, 2002:


	September 30,			December 31,
	2003			2002


Homes passed (1)		794,000			794,000
Homes marketed (2)		701,006			712,600
Total customers (4)		343,405			331,553
Digital cable subscribers		113,487			107,877
Analog cable subscribers		77,465			87,819
Broadband Internet subscribers		125,398			75,826
Dial-up Internet subscribers		66,657			80,198
Telephone subscribers		315,956			309,462
Penetration (homes marketed) (3)		49.0	%		46.5	%
Annualized Churn		12.6	%		15.6	%

(2)

Homes marketed is the number of homes for which the initial marketing phase (including door to door direct marketing) has been completed. Homes marketed at September 30, 2003 reflects an ongoing data cleansing exercise.

(3)

Penetration rate is calculated by dividing the number of total customers by the number of homes marketed.

(4)

Total customers at December 31, 2002 have been restated to include Master Antenna Television (MATV) customers.

We derive our revenue principally from monthly fees and usage charges. Our packaging of services and pricing are designed to encourage our customers to use multiple services like dual telephone and broadband, dual telephone and television or triple telephone, television and Internet access.

The principal components of our operating and selling, general and administrative expenses include (1) payroll and other employee related costs; (2) interconnection costs paid to other carriers related to telephone services; (3) television programming costs; (4) marketing and selling costs; (5) repairs and maintenance; (6) facility related costs, such as rent, utilities and rates; and (7) provisions for bad debt. A significant portion of our operating costs and all of our selling, general and administrative expenses are charged to us by a subsidiary of NTL. These charges include costs for the provision of network services and support, the use of NTL’s national backbone telephony network for carriage of our telephony traffic, as well as the provision of technical infrastructure and network capacity by NTL for our subscription Internet service and digital cable services, the provision of corporate services, including finance, legal, human resources and facility services, and for the provision of IT services, including our use of the related IT equipment.

We continue to focus on improving our customer service and increasing our service offering to customers in an effort to curtail and control churn. NTL is in the process of integrating its various billing systems and customer databases in an effort to improve one of the main tools it uses to provide customer service. This effort is at a relatively early stage although NTL has continued to make progress through September 30, 2003. Although the new system does not yet support NTL’s full suite of services, NTL expects to complete the project substantially by late 2004. The total project cost is estimated to be approximately £75 million, of which NTL has incurred £46 million through September 30, 2003. If the integration is not successful, we could experience an adverse effect on our customer service, our churn rate and our share of the costs of maintaining these systems going forward. We could also experience operational failures related to billing and collecting revenue from our customers, which, depending upon on the severity of the failure, could have a material adverse effect on our business.

Our plan to control churn and to increase average revenue per customer, referred to as ARPU, includes an increase in broadband services to our existing customers. We believe that our triple play offering of telephony, broadband access to the Internet and digital television will continue to prove attractive to our existing customer base, which will result in higher ARPU as revenues per existing customer increase. However, there is still significant competition in our markets, through digital satellite and digital terrestrial television and through alternative Internet access media, such as DSL offered by BT. If in the future we are unable to charge the prices for these services that we anticipate in our business plan in response to competition or if our competition is able to attract our customers, our results of operations will be adversely affected.

We present below summarized consolidated financial information for the three months ended September 30, (in £’000s, “NM” denotes percentage is not meaningful):


	Three months ended
	September 30,						Increase (decrease)

	2003			2002			£			%

Revenues		£46,659			£42,965			3,694			8.6
Operating costs		(19,748	)		(21,354	)		(1,606	)		(7.5	)
Selling, general and administrative expenses		(14,519	)		(13,698	)		821			6.0
Other charges		(69	)		(2,926	)		(2,857	)		(97.6	)
Depreciation and amortization		(14,980	)		(14,873	)		107			0.7

Operating loss		(2,657	)		(9,886	)		(7,229	)		(73.1	)
Interest expense		(7,472	)		(5,841	)		1,631			27.9
Interest expense to affiliate		(332	)		—			332		NM
Interest income		45			164			(119	)		(72.6	)
Exchange gains		508			26,161			(25,653	)		(98.1	)

Net (loss) income		(£9,908	)		£10,598			(20,506	)		(193.5	)

Between 2002 and 2003 we have introduced a number of price increases including the introduction of charges for our dial-up Internet service (which was previously available without charge) resulting in an improvement in our revenues. Furthermore, we have sold additional services to our existing customers and gained more broadband subscribers. We expect revenue increases in the future to be achieved by further growth in services such as digital television and broadband services.

Over the respective periods, we have seen a reduction in our operating costs. We have benefited from the efficiencies that NTL has gained in the network and negotiated reductions in the costs of interconnection and television programming. Our operating costs include certain costs that are charged by a subsidiary of NTL for the provision of network services and support, the use of NTL’s national backbone telephony network for carriage of our telephony traffic, as well as the provision of technical infrastructure and network capacity by NTL for our subscription Internet service and digital cable services. In the three months ended September 30, 2003 and 2002, we were charged £8.3 million and £8.7 million, respectively for these services.

Our selling, general and administrative expenses include certain costs that are charged by a subsidiary of NTL for the provision of corporate services, including finance, legal, human resources and facility services, and for the provision of IT services, including our use of the related IT equipment. In the three months ended September 30, 2003 and 2002, we were charged £14.5 million and £13.7 million, respectively, for these services.

Other charges of £69,000 in 2003 were allocated to us by a subsidiary of NTL and include employee severance and related costs. Other charges of £2.9 million in 2002 include recapitalization items of £2.4 million incurred in connection with the reorganization under Chapter 11 and £577,000 of costs related to NTL’s restructuring of operations.

In accordance with SOP 90-7, we adopted fresh-start reporting on January 1, 2003. We engaged an independent financial advisor to assist in the determination of the reorganization value (or fair value) of our assets. This determination resulted in the fresh-start reporting adjustments to write-down fixed assets and write-up intangible assets to their fair values. Consequently, depreciation is charged on the revised fair value of the fixed assets over the remaining useful economic life at January 1, 2003. In addition, we are amortizing the fair value of our customer lists over approximately five years.

Interest expense in the current period represents the interest we incur on Diamond Holdings’ Senior Notes, our mortgage loan and the amortization of the difference between the principal amount of the Senior Notes and their fair value adopted on January 1, 2003. On emergence from Chapter 11, NTL acquired our outstanding Discount Notes and subsequently released us from any further obligation to pay interest and/or principal on February 4, 2003. Accordingly, we recorded no interest on our Discount Notes in the three months ended September 30, 2003. In the comparative period, interest expense includes only interest on Diamond Holding’s Senior Notes and the mortgage loan. In accordance with the Plan and SOP 90-7, beginning May 8, 2002, we discontinued accruing interest on our Discount Notes. Pursuant to SOP 90-7, interest expense is included in the results of operations only to the extent that it will be paid during the proceedings or that it is probable that it will be an allowed priority, secured or unsecured claim.

Interest expense to affiliate relates to the interest charged on the outstanding amounts borrowed under the loan agreement with NTL.

A substantial portion of our existing debt obligations are denominated in U.S. dollars, while our revenues and expenses are generated and stated in UK pounds sterling. During the three months ended September 30, 2003 and 2002, we recognized net foreign exchange gains of £0.5 million and £26.2 million, respectively, primarily owing to the unrealized gains on translation of our Discount Notes and Diamond Holdings’ 9 1/8% Senior Notes. Changes in foreign currency exchange rates may affect our ability to satisfy our obligations under these debt instruments as they become due.

We present below summarized consolidated financial information for the nine months ended September 30, (in £’000s, “NM” denotes percentage is not meaningful):


	Nine months ended
	September 30,						Increase (decrease)

	2003			2002			£			%

Revenues		£138,114			£133,161			4,953			3.7
Operating costs		(60,885	)		(66,290	)		(5,405	)		(8.2	)
Selling, general and administrative expenses		(43,524	)		(42,087	)		1,437			3.4
Other charges		(847	)		(2,956	)		(2,109	)		(71.3	)
Depreciation and amortization		(44,106	)		(45,938	)		(1,832	)		(4.0	)

Operating loss		(11,248	)		(24,110	)		(12,862	)		(53.3	)
Interest expense		(22,428	)		(53,819	)		(31,391	)		(58.3	)
Interest expense to affiliate		(29,811	)		—			29,811		NM
Interest income		110			345			(235	)		(68.1	)
Exchange gains		6,617			69,558			(62,941	)		(90.5	)

Net loss		(£56,760	)		(£8,026	)		48,734			607.2

Between 2002 and 2003 we have introduced a number of price increases including the introduction of charges for our dial-up Internet service, which was previously available without charge, resulting in an improvement in our revenues. Furthermore, we have sold additional services to our existing customers and gained more broadband subscribers. We expect revenue increases in the future to be achieved by further growth in services such as digital television and broadband services.

Over the respective periods, we have seen a reduction in our operating costs. We have benefited from the efficiencies that NTL has gained in the network and negotiated reductions in the costs of interconnection and television programming. Our operating costs include certain costs that are charged by a subsidiary of NTL for the provision of network services and support, the use of NTL’s national backbone telephony network for carriage of our telephony traffic, as well as the provision of technical infrastructure and network capacity by NTL for our subscription Internet service and digital cable services. In the nine months ended September 30, 2003 and 2002, we were charged £25.8 million and £28.4 million, respectively for these services.

Our selling, general and administrative expenses include certain costs that are charged by a subsidiary of NTL for the provision of corporate services, including finance, legal, human resources and facility services, and for the provision of IT services, including our use of the related IT equipment. In the nine months ended September 30, 2003 and 2002, we were charged £43.5 million and £42.1 million, respectively, for these services.

Other charges of £847,000 in 2003 were allocated to us by a subsidiary of NTL and include employee severance and related costs. Other charges of £3.0 million in 2002 include recapitalization items of £2.4 million incurred in connection with the reorganization under Chapter 11 and £577,000 of costs related to NTL’s restructuring of operations.

Consequently, depreciation is charged on the revised fair value of the fixed assets over the remaining useful economic life at January 1, 2003. In addition, we are amortizing the fair value of our customer lists over approximately five years.

Interest expense in the current period represents the interest we incur on Diamond Holdings’ Senior Notes, our mortgage loan and the amortization of the difference between the principal amount of the Senior Notes and their fair value adopted on January 1, 2003. On emergence from Chapter 11, NTL acquired our outstanding Discount Notes and subsequently released us from any further obligation to pay interest and/or principal on February 4, 2003. Accordingly, we have included interest to February 4, 2003 on our Discount Notes and amortization of the difference between the principal amount of our Discount Notes and their fair value adopted on January 1, 2003 within interest payable to affiliates in the nine months ended September 30, 2003. In the comparative period, interest expense includes interest on our Discount Notes to May 8, 2002. In accordance with the Plan and SOP 90-7, beginning May 8, 2002 we discontinued accruing interest on our Discount Notes. Pursuant to SOP 90-7, interest expense is included in the results of operations only to the extent that it will be paid during the proceedings or that it is probable that it will be an allowed priority, secured or unsecured claim.

Interest expense to affiliate relates to the interest charged on the outstanding amounts borrowed under the loan agreement with NTL and the interest to February 4, 2003 on our Discount Notes and amortization of the difference between the principal amount of our Discount Notes and their fair value adopted on January 1, 2003.

A substantial portion of our existing debt obligations are denominated in U.S. dollars, while our revenues and expenses are generated and stated in UK pounds sterling. During the nine months ended September 30, 2003 and 2002, we recognized net foreign exchange gains of £6.6 million and £69.6 million, respectively, primarily owing to the unrealized gains on translation of our Discount Notes and Diamond Holding’s 9 1/8% Senior Notes. Changes in foreign currency exchange rates may affect our ability to satisfy our obligations under these debt instruments as they become due.

We used £16.2 million in cash for our operating activities in the nine months ended September 30, 2003. This was principally owing to the payment that we made on emergence from Chapter 11 of the outstanding interest due August 1, 2002, on Diamond Holdings Senior Notes. This interest had accrued from February 1, 2002.

In the nine months ended September 30, 2003, we spent £12.5 million on fixed asset purchases, including connecting new customers to our networks.

In the nine months ended September 30, 2003, we received £19.9 million from NTL. We also made payments on our mortgage loan of £0.1 million as and when they fell due. In the prior period, we received £13.1 million from our parent company and made payments totaling £0.7 million on our mortgage loan and capital leases.

We have historically incurred operating losses and negative operating cash flow. In addition, we required and expect to continue to require significant amounts of capital to finance construction of our networks, connection of customers to the networks, other capital expenditures and for working capital needs including debt service requirements. We are reliant on the support of NTL and its subsidiaries to continue our operations.

Although we currently expect that our cash from operations will be sufficient to fund our working capital including our capital expenditures and debt service requirements in the twelve months from October 1, 2003 to September 30, 2004, we expect to require additional cash owing to the timing of our cash flows. We believe that cash and cash equivalents on hand at September 30, 2003 and cash from NTL will be sufficient for our cash requirements during the twelve months from October 1, 2003 to September 30, 2004.

Over the long term, we will continue to require cash to fund our operations, service or repay our remaining debt and implement our strategy. In order to fund these requirements, we anticipate that we will use cash flow from our operations and may also need to issue additional debt or equity securities or may need to secure bank financing. Given the restrictions on incurring additional debt that are in the indentures governing our outstanding notes, there can be no assurance that these sources of funds will be available to us.

On March 31, 2003, we entered into a loan agreement with NTL under which £10.0 million had been borrowed on April 2, 2003. On July 31, 2003, we borrowed a further $16 million. Interest is payable on any and all outstanding principal amounts from time to time from and including the date of the initial borrowing until such principal amounts are paid in full. The initial interest rate is 8.0% or such other rate as may be agreed from time to time. The outstanding principal and accrued and unpaid interest are payable upon demand, but subordinated to the Diamond Holdings’ Senior Notes. NTL has indicated that it does not intend to demand payment on the loan agreement prior to October 1, 2004.

In February 1998, Diamond Holdings issued 10% Senior Notes due February 1, 2008 and 9 1/8% Senior Notes due February 1, 2008, collectively referred to as the Senior Notes. We have guaranteed the Senior Notes as to payment of principal, interest and any other amounts due. In connection with the issuance of the Senior Notes, we terminated our existing bank facility. The Senior Notes are redeemable at Diamond Holdings’ option on or after February 1, 2003.

As of September 30, 2003, Diamond Holdings has £135.0 million in principal amount of its 10% Senior Notes due February 1, 2008 and $109.9 million in principal amount of its 9 1/8% Senior Notes due February 1, 2008 outstanding. Interest on these notes is payable semiannually on February 1 and August 1. The Senior Notes are redeemable at Diamond Holdings’ option on or after February 1, 2003.

Upon consummation of the Plan on January 10, 2003, the Senior Notes were reinstated and accrued interest due but not paid on August 1, 2002 was paid, with accrued interest thereon.

The following table includes aggregate information about our contractual obligations as of September 30, 2003 and the periods in which payments are due. The following table excludes the repayment of the amounts borrowed under the loan agreement with NTL of £19.6 million as of September 30, 2003 because the loans do not have a definite due date.


			Payments due by period

			Less than						After
	Total		1 year		1-3 years		4-5 years		5 years

Contractual obligations
Long-term debt		£203.0		£0.3		£0.5		£201.6		£0.6
Capital lease obligations		—		—		—		—		—
Operating leases		—		—		—		—		—
Unconditional purchase obligations		—		—		—		—		—
Other long-term obligations		—		—		—		—		—

Total contractual cash obligations		£203.0		£0.3		£0.5		£201.6		£0.6

On May 8, 2002, NTL (then known as NTL Communications Corp.), NTL Europe, Inc. (then known as NTL Incorporated and the former parent company of NTL Communications Corp.) and certain of their subsidiaries, including us and Diamond Holdings, filed a pre-arranged joint reorganization plan, referred to in this Report as the Plan, under Chapter 11 of the US Bankruptcy Code. Our operating subsidiaries were not included in the Chapter 11 filing, nor were the other operating subsidiaries of NTL and NTL Europe. Also on May 8, 2002, Diamond Holdings and we filed proceedings for Administration in England. The Plan became effective on January 10, 2003, at which time NTL, Diamond Holdings and we, emerged from Chapter 11 reorganization and administration.

Pursuant to the Plan, NTL Europe and its subsidiaries and affiliates were split into two separate groups, and NTL and NTL Europe each emerged as independent public companies. NTL became the holding company for NTL Europe’s principal UK and Ireland assets, and NTL Europe became the holding company for its continental European and certain other assets. We are no longer affiliated with NTL Europe.

•

Our 13-1/4% Senior Discount Notes due 2004, 11-3/4% Senior Discount Notes due 2005 and 10-3/4% Senior Discount Notes due 2007 were acquired by NTL and the former holders of these Senior Discount Notes were issued shares of common stock of NTL. Subsequently on February 4, 2003, we were released from any further obligations to pay interest and/or principal on such notes.

•

The Senior Notes issued by Diamond Holdings were reinstated and accrued interest due but not paid on August 1, 2002 was paid (with accrued interest thereon).

•

Our 30% Loan Notes were cancelled in exchange for the issuance to NTL of one of our ordinary shares.

Both the equity and debt capital markets experienced periods of significant volatility in 2001 and 2002, particularly for securities issued by telecommunications and technology companies. As a result, the ability of our former ultimate parent company, NTL Europe and its subsidiaries, including us, to access those markets as well as its ability to obtain financing from its bank lenders and equipment suppliers became severely restricted. In addition, NTL Europe and its subsidiaries, including us, had no further funds available, or were unable to draw upon funds under their credit facilities. As a result of these factors, together with its substantial leverage, on January 31, 2002, NTL Europe announced that it had appointed professional advisors to advise on strategic and recapitalization alternatives to strengthen its balance sheet, reduce debt and put an appropriate capital structure in place for its business.

Promptly upon obtaining the requisite waivers from the lenders under its credit facilities, in March 2002, NTL Europe commenced negotiations with a steering committee of the unofficial committee of its bondholders and the committee’s legal and financial advisors.

NTL Europe and its subsidiaries, including us, failed to make interest payments on some of our and their outstanding notes starting on April 1, 2002. NTL Europe also failed to declare or pay dividends on certain series of its outstanding preferred stock, due to a lack of available surplus under Delaware law.

On April 16, 2002, NTL Europe announced that it and the unofficial committee of its bondholders had reached an agreement in principle on a comprehensive recapitalization of the NTL Europe group. To implement the proposed recapitalization plan, on May 8, 2002, we, Diamond Holdings, NTL, NTL Europe and another of its subsidiaries, collectively referred to in this report as the Debtors, filed cases and a pre-arranged joint reorganization plan under Chapter 11 of the US Bankruptcy Code. In connection with the filing, some members of the unofficial creditors’ committee of bondholders entered into a credit facility agreement, referred to as the DIP facility, committing to provide NTL with up to $500 million in new debt financing.

As a result of the payment defaults as well as the voluntary filing under Chapter 11 by the Debtors on May 8, 2002, there was an event of default under all of NTL Europe and its subsidiaries’ credit facilities and the indentures governing all of their publicly traded debt, including the notes issued by us and Diamond Holdings, other than debt of NTL (Triangle) LLC.

The Bankruptcy Court confirmed the Plan on September 5, 2002. During the fall of 2002, NTL Europe negotiated with a group of lenders to enter into a new financing arrangement to repay the DIP facility, to repay certain obligations and to provide liquidity to NTL and its subsidiaries, including us. The Plan became effective on January 10, 2003, or the Effective Date, at which time the Debtors emerged from Chapter 11 reorganization. In connection with its emergence from Chapter 11 reorganization, NTL and certain of its subsidiaries issued $558.249 million aggregate principal face amount of 19% Senior Secured Notes due 2010, or the Exit Notes, on January 10, 2003. Initial purchasers of the Exit Notes also purchased 500,000 shares of NTL’s common stock on that date. The gross proceeds from the sale of the Exit Notes and such shares totaled $500 million. The proceeds were used in part to repay all amounts outstanding under the DIP facility (which was repaid on the Effective Date) and to purchase from NTL (Delaware), Inc. a £90 million note of NTL (UK) Group Inc. and to repay certain other obligations. Also on January 10, 2003, NTL and its lending banks amended its existing credit facilities.

We operated our business as a debtor-in-possession subject to the jurisdiction of the Bankruptcy Court during the period from May 8, 2002 until January 10, 2003. Accordingly, our consolidated financial statements for periods prior to our emergence from Chapter 11 reorganization were prepared in accordance with the American Institute of Certified Public Accountants Statement of Position 90-7, “Financial Reporting by Entities in Reorganization Under the Bankruptcy Code”. In addition, we adopted fresh-start reporting upon our emergence from Chapter 11 reorganization in accordance with SOP 90-7. For financial reporting purposes, the effects of the consummation of the Plan as well as adjustments for fresh-start reporting have been recorded in the accompanying unaudited condensed consolidated financial statements as of January 1, 2003.

The emergence from Chapter 11 and the adoption of fresh-start reporting as of January 1, 2003 resulted in the following items of income (expense) that were recognized on that date (in £’000s):

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

Various 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 these forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements or industry results to be materially different from those contemplated, projected, forecasted, estimated or budgeted, whether expressed or implied, by these forward-looking statements. These factors include those set forth under the caption “Risk Factors” in NTL’s Form 8-K filed on November 3, 2003, for example:

•

potential adverse developments with respect to NTL’s and our liquidity or results of operations;

•

NTL’s significant debt payments commencing in 2005 and its and our other contractual commitments coming due over the next several years;

•

the impact of new business opportunities requiring significant up-front investments;

•

our ability to attract and retain customers, increase our overall market penetration and react to competition from providers of alternative services;

•

NTL’s and our ability to develop and maintain back-up for its critical systems;

•

NTL’s and our ability to maintain contracts that are critical to our operations;

•

our ability to continue to design networks, install facilities, obtain and maintain any required governmental licenses or approvals and finance construction and development, in a timely manner at reasonable costs and on satisfactory terms and conditions;

•

the impact of NTL’s recent reorganization and subsequent organizational restructuring; and

We assume no obligation to update the forward-looking statements contained herein to reflect actual results, changes in assumptions or changes in factors affecting these statements.

In January 2003, the FASB issued FASB Interpretation No. 46, “Consolidation of Variable Interest Entities” which requires variable interest entities to be consolidated by the primary beneficiary of the entity if certain criteria are met. FIN 46 is effective immediately for all new variable interest entities created or acquired after January 31, 2003. For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN 46 become effective for us during the fourth quarter of 2003. The implementation of this interpretation is not expected to have a significant effect on our results of operations, financial condition or cash flows.

We are exposed to various market risks, including changes in foreign currency exchange rates and interest rates. Market risk is the potential loss arising from adverse changes in market rates and prices, such as foreign currency exchange and interest rates. Since 1998, we have not entered into derivative financial instruments.

The principal form of market risk to which we are exposed is foreign exchange rate risk. Diamond Holdings’ Senior Notes, which constitute a substantial portion of our existing debt obligations, are denominated in U.S. dollars, while our revenues are generated and stated in UK pounds sterling. In the future, we may from time to time enter into foreign currency contracts based on our assessment of foreign currency market conditions and its effect on our operations and financial condition. Changes in currency exchange rates may have a material effect on the results of our operations and our ability to satisfy our obligations, including obligations under outstanding debt instruments, as they become due.

We are exposed to interest rate risk on the fair market value of our long-term fixed interest rate debt. Generally, the fair market value of fixed interest rate debt will increase as interest rates fall and decrease as interest rates rise. In the following table, fair values were determined from quoted market prices.

The following table provides information as of September 30, 2003 about our long-term fixed interest rate debt that is sensitive to changes in interest rates and foreign currency exchange rates. The following table excludes the amounts borrowed under the loan agreement with NTL of £19.6 million as of September 30, 2003.

Interest Rate Sensitivity
Principal Amount by Expected Maturity
Average Interest Rate



		Three months
		ending		Year ending December 31,													Fair Value
		December 31,															September 30,
		2003		2004		2005		2006		2007		Thereafter			Total		2003

Long-term debt including current portion
US Dollars
	Fixed rate		—		—		—		—		—	$	109.9		$	109.9	$	108.8
	Average interest rate												9.125	%
	Average forward exchange rate												0.662
UK Pound
	Fixed rate		—		—		—		—		—		£135.0			£135.0		£131.0
	Average interest rate												10.0	%

(a) Disclosure Controls and Procedures. Our management, with the participation of the Chief Executive Officer and Chief Financial Officer of NTL *, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer of NTL have concluded that, as of the end of such period, our disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act.

(b) Internal Control over Financial Reporting. There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We have no Chief Executive Officer or Chief Financial Officer. Robert Mackenzie and Scott E. Schubert are our directors, and the latter is the Chief Financial Officer of NTL.

Barclay Knapp ceased employment with NTL as its president and chief executive officer and resigned as a director as of August 15, 2003. Mr. Knapp serves as a consultant to NTL through December 31, 2003. Simon P. Duffy replaced Mr. Knapp as NTL’s chief executive officer. Mr. Duffy has served as NTL’s chief operating officer since March 2003.

On September 16, 2003, Charles Gallagher was appointed to NTL’s board of directors as a non-executive director.

On September 26, 2003, NTL filed a registration statement on Form S-1 (Registration No. 333-109194) with the Commission relating to a proposed common stock rights offering. On November 4, 2003, NTL declared a dividend to stockholders of record of its common stock as of close of business on November 7, 2003, at no charge, of 0.702243 transferable rights for each share of its common stock they hold on the record date. Each right entitles stockholders to purchase one share at a purchase price of $40.00. In addition, in the event all rights are not exercised, holders of rights may purchase additional shares through the exercise of an over subscription privilege. The rights offering period will expire on November 17, 2003.

If all rights are exercised, NTL will issue 35,750,000 shares and receive gross proceeds of $1,430.0 million. NTL expects to use the net proceeds of approximately $1,370.0 million to:

•

repay in full all obligations under the Exit Notes of $599.7 million. This amount reflects:

•

$502.8 million, the accreted value of the Exit Notes as of September 30, 2003,

•

$50.5 million, the accreted value as of September 30, 2003 of the additional Exit Notes used to make the July 1, 2003 interest payment,

•

$29.2 million, the accrued interest outstanding on the Exit Notes and additional Exit Notes as of September 30, 2003, plus,

•

$17.2 million, the accrued interest and the increase in accreted value through the redemption date of the Exit Notes and the additional Exit Notes outstanding as of September 30, 2003;

•

pay approximately $616.2 million, representing 80% of the net proceeds remaining after repayment of the Exit Notes as required under NTL’s senior credit and working capital facilities, together with cash on hand of $69.1 million, as permanent repayment in full of all of NTL’s obligations under its working capital facility;

•

transfer by inter-company funding of $102.7 million to NTL’s subsidiary NTL Communications Ltd. and some of its subsidiaries as required by NTL’s senior credit and working capital facilities, representing two-thirds of the net proceeds remaining after repayment of the Exit Notes and a repayment of a portion of the principal amount of its working capital facility as described above; and

Two of NTL’s stockholders, W.R. Huff Asset Management Co., L.L.C. and Franklin Mutual Advisers, have agreed to exercise all of the rights to be distributed to them, subject to customary conditions. These stockholders, who owned in the aggregate approximately 21.3% of NTL’s outstanding shares as of September 30, 2003, will purchase 7,626,309 shares as a result of the exercise of their rights. The rights offering is being underwritten by Deutsche Bank Securities Inc, Goldman, Sachs & Co. and J.P. Morgan Securities Inc. as lead underwriters and Morgan Stanley & Co. Incorporated, Banc of America Securities LLC, Credit Suisse First Boston LLC and UBS Securities LLC as co-managers. The underwriters have committed to purchase up to 28,123,691 of the shares at the same purchase price to be paid by stockholders, subject to customary conditions.

* We have no Chief Executive Officer or Chief Financial Officer. Robert Mackenzie and Scott E. Schubert are our Directors and the latter is the Chief Financial Officer of NTL.

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.

I have reviewed this quarterly report on Form 10-Q of Diamond Cable Communications Limited;

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

*We have no Chief Executive Officer or Chief Financial Officer. Robert Mackenzie and Scott E. Schubert are our Directors and the latter is the Chief Financial Officer of NTL.

I have reviewed this quarterly report on Form 10-Q of Diamond Cable Communications Limited;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

*We have no Chief Executive Officer or Chief Financial Officer. Robert Mackenzie and Scott E. Schubert are our Directors and the latter is the Chief Financial Officer of NTL.

CERTIFICATION OF CEO AND CFO PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Diamond Cable Communications Limited (the “Company”) for the quarter ended September 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Robert Mackenzie and Scott E. Schubert, as Directors of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934.

*We have no Chief Executive Officer or Chief Financial Officer. Robert Mackenzie and Scott E. Schubert are our Directors and the latter is the Chief Financial Officer of NTL.


England and Wales		N/A

(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


PART I FINANCIAL INFORMATION
	ITEM 1. FINANCIAL STATEMENTS
		CONDENSED CONSOLIDATED BALANCE SHEETS
		CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
		CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDER’S EQUITY (DEFICIENCY)
		CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
		NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	ITEM 4. CONTROLS AND PROCEDURES
PART II. OTHER INFORMATION
	ITEM 5. OTHER INFORMATION
	ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES


	Estimated	September 30,			December 31,
	Useful Life	2003			2002

		Reorganized			Predecessor
		company			company

		(unaudited)
Operating equipment	5-30 years		£370,355			£771,778
Other equipment	5-30 years		13,818			24,575
Construction in progress			—			4,742

			384,173			801,095
Accumulated depreciation			(34,685	)		(314,953	)

			£349,488			£486,142


Date: November 14, 2003	DIAMOND CABLE COMMUNICATIONS LIMITED

	By:	/s/ Robert Mackenzie

		Robert Mackenzie Director and Secretary


Date: November 14, 2003	By:	/s/ Scott E. Schubert

		Scott E. Schubert Director

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(Mark One)
[ x ]		Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended:


[ ]		Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Transition Period from to


Present value of discounted cash flows of the emerging entity			£518,000
Current assets			28,618
Other assets			9,684

Reorganization value			£556,302


Allowed claims:
	Liabilities subject to compromise	£1,029,422
Post petition liabilities
	Current liabilities	47,682
	Deferred income taxes	921

		1,078,025
Reorganization value		(556,302	)

		£521,723


	Three months			Nine months
	ended			ended
	September 30,			September 30,
	2002			2002

Total revenue		£42,965			£133,161
Net (loss) income		(£16,652	)		(£44,339	)


31		Certifications of CEO and CFO* pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
32		Certification of CEO and CFO* pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


Date: November 14, 2003		/s/ Robert Mackenzie

		Robert Mackenzie Director and Secretary*


Date: November 14, 2003		/s/ Scott E. Schubert

		Scott E. Schubert Director*