FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [x] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 1996 ------------- [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to -------------- ------------- Commission File Number: 0-11911 CABLE TV FUND 11-B, LTD. - -------------------------------------------------------------------------------- Exact name of registrant as specified in charter Colorado 84-0908730 - -------------------------------------------------------------------------------- State of organization I.R.S. employer I.D.# 9697 East Mineral Avenue, P.O. Box 3309, Englewood, Colorado 80155-3309 ------------------------------------------------------------------------- Address of principal executive office (303) 792-3111 ----------------------------------- Registrant's telephone number Indicate by check mark whether the registrant (l) has filed all reports required to be filed by Section l3 or l5(d) of the Securities Exchange Act of l934 during the preceding l2 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 ----- ------ CABLE TV FUND 11-B, LTD. ------------------------ (A Limited Partnership) UNAUDITED BALANCE SHEETS ------------------------ June 30, December 31, ASSETS 1996 1995 ------ ---------- ------------- CASH $ 785,615 $ 325,270 RECEIVABLES: Trade receivables, less allowance for doubtful receivables of $-0- and $65,516 at June 30, 1996 and December 31, 1995, respectively - 554,478 INVESTMENT IN CABLE TELEVISION PROPERTIES: Property, plant and equipment, at cost - 45,527,837 Less- accumulated depreciation - (19,238,591) ---------- ------------ - 26,289,246 Investment in cable television joint venture 602,468 585,797 ---------- ------------ Total investment in cable television properties 602,468 26,875,043 DEPOSITS, PREPAID EXPENSES AND DEFERRED CHARGES - 398,874 ---------- ------------ Total assets $1,388,083 $ 28,153,665 ========== ============ The accompanying notes to unaudited financial statements are an integral part of these unaudited balance sheets. 2 CABLE TV FUND 11-B, LTD. ------------------------ (A Limited Partnership) UNAUDITED BALANCE SHEETS ------------------------ June 30, December 31, LIABILITIES AND PARTNERS' CAPITAL 1996 1995 --------------------------------- ------------- ------------- LIABILITIES: Debt $ - $ 23,807,849 Trade accounts payable and accrued liabilities - 1,538,262 Subscriber prepayments - 51,498 Closing adjustment payable 78,743 - ------------ ------------ Total liabilities 78,743 25,397,609 ------------ ------------ PARTNERS' CAPITAL: General Partner- Contributed capital 1,000 1,000 Distributions (14,006,243) - Accumulated earnings 598,004 52,221 ------------ ------------ (13,407,239) 53,221 ------------ ------------ Limited Partners- Net contributed capital (38,026 units outstanding at June 30, 1996 and December 31, 1995) 15,661,049 15,661,049 Distributions (61,031,851) (19,013,121) Accumulated earnings 60,087,381 6,054,907 ------------ ------------ 14,716,579 2,702,835 ------------ ------------ Total liabilities and partners' capital $ 1,388,083 $ 28,153,665 ============ ============ The accompanying notes to unaudited financial statements are an integral part of these unaudited balance sheets. 3 CABLE TV FUND 11-B, LTD. ------------------------ (A Limited Partnership) UNAUDITED STATEMENTS OF OPERATIONS ---------------------------------- For the Three Months Ended For the Six Months Ended June 30, June 30, -------------------------- -------------------------- 1996 1995 1996 1995 ----------- ---------- ----------- ---------- REVENUES $ 90,665 $3,597,655 $ 3,709,304 $6,975,702 COSTS AND EXPENSES: Operating expenses 52,684 1,829,620 2,481,210 3,887,472 Management fees and allocated overhead from General Partner 19,397 417,128 446,396 852,826 Depreciation and amortization 159,657 733,123 975,498 1,465,008 ----------- ---------- ----------- ---------- OPERATING INCOME (LOSS) (141,073) 617,784 (193,800) 770,396 ----------- ---------- ----------- ---------- OTHER INCOME (EXPENSE): Interest expense (37,640) (479,421) (508,989) (887,699) Gain on sale of cable television system 55,863,279 - 55,863,279 - Other, net (571,326) 62,420 (598,904) 69,194 ----------- ---------- ----------- ---------- Total other income (expense), net 55,254,313 (417,001) 54,755,386 (818,505) ----------- ---------- ----------- ---------- INCOME (LOSS) BEFORE EQUITY IN NET INCOME OF CABLE TELEVISION JOINT VENTURE 55,113,240 200,783 54,561,586 (48,109) EQUITY IN NET INCOME OF CABLE TELEVISION JOINT VENTURE 13,350 7,457 16,671 11,073 ----------- ---------- ----------- ---------- NET INCOME (LOSS) $55,126,590 $ 208,240 $54,578,257 $ (37,036) =========== ========== =========== ========== ALLOCATION OF NET INCOME (LOSS): General Partner $ 551,266 $ 2,083 $ 545,783 $ (370) =========== ========== =========== ========== Limited Partners $54,575,324 $ 206,157 $54,032,474 $ (36,666) =========== ========== =========== ========== NET INCOME (LOSS) PER LIMITED PARTNERSHIP UNIT $1,435.20 $5.43 $1,420.93 $(.96) =========== ========== =========== ========== WEIGHTED AVERAGE NUMBER OF LIMITED PARTNERSHIP UNITS OUTSTANDING 38,026 38,026 38,026 38,026 =========== ========== =========== ========== The accompanying notes to unaudited financial statements are an integral part of these unaudited statements. 4 CABLE TV FUND 11-B, LTD. ------------------------ (A Limited Partnership) UNAUDITED STATEMENTS OF CASH FLOWS ---------------------------------- For the Six Months Ended June 30, --------------------------- 1996 1995 ------------ ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 54,578,257 $ (37,036) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 975,498 1,465,008 Equity in net income of cable television joint venture (16,671) (11,073) Gain on sale of cable television system (55,863,279) - Decrease (increase) in receivables (1,998,163) 80,831 Decrease in deposits, prepaid expenses and deferred charges 748,387 402 Decrease in trade accounts payable, accrued liabilities and subscriber prepayments (1,589,760) (594,175) ------------ ----------- Net cash provided by (used in) operating activities (3,165,731) 903,957 ------------ ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment, net (541,102) (2,562,258) Proceeds from the sale of cable television system 84,000,000 - ------------ ----------- Net cash provided by (used in) investing activities 83,458,898 (2,562,258) ------------ ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of debt (25,007,849) (362,372) Proceeds from borrowings 1,200,000 3,300,000 Distributions to partners (56,024,973) - Decrease in advances from General Partner - (1,196,157) ------------ ----------- Net cash provided by (used in) financing activities (79,832,822) 1,741,471 ------------ ----------- Increase in cash 460,345 83,170 Cash, beginning of period 325,270 139,532 ------------ ----------- Cash, end of period $ 785,615 $ 222,702 ============ =========== SUPPLEMENTAL CASH FLOW DISCLOSURE: Interest paid $ 726,197 $ 968,126 ============ =========== The accompanying notes to unaudited financial statements are an integral part of these unaudited statements. 5 CABLE TV FUND 11-B, LTD. ------------------------ (A Limited Partnership) NOTES TO UNAUDITED FINANCIAL STATEMENTS --------------------------------------- (1) This Form 10-Q is being filed in conformity with the SEC requirements for unaudited financial statements and does not contain all of the necessary footnote disclosures required for a fair presentation of the Balance Sheets and Statements of Operations and Cash Flows in conformity with generally accepted accounting principles. However, in the opinion of management, this data includes all adjustments, consisting only of normal recurring accruals, necessary to present fairly the financial position of Cable TV Fund 11-B, Ltd. (the "Partnership") at June 30, 1996 and December 31, 1995, its Statements of Operations for the three and six month periods ended June 30, 1996 and 1995 and its Statements of Cash Flows for the six month periods ended June 30, 1996 and 1995. Results of operations for these periods are not necessarily indicative of results to be expected for the full year. (2) The Partnership is a Colorado limited partnership that was formed pursuant to the public offering of limited partnership interests in the Cable TV Fund 11 Limited Partnership Program (the "Program"), which was sponsored by Jones Intercable, Inc. (the "General Partner"), to acquire, own and operate cable television systems in the United States. Cable TV Fund 11-A, Ltd. ("Fund 11-A"), Cable TV Fund 11-C, Ltd. ("Fund 11-C") and Cable TV Fund 11-D, Ltd. ("Fund 11- D") are the other partnerships that were formed pursuant to the Program. The Partnership, Fund 11-A, Fund 11-C and Fund 11-D formed a general partnership known as Cable TV Joint Fund 11 (the "Venture") in which the Partnership owns an 8 percent interest. Until April 1, 1996, the Partnership directly owned the cable television system serving areas in and around Lancaster, New York (the "New York System"). The Venture owns the cable television system serving subscribers in Manitowoc, Wisconsin (the "Manitowoc System"). The General Partner receives a fee for its services equal to 5 percent of the gross revenues of the Partnership and the Venture, excluding revenues from the sale of the cable television systems or franchises. Management fees for the three and six month periods ended June 30, 1996 (excluding Fund 11-B's 8 percent interest in the Venture) were $4,533 and $185,465, respectively, as compared to $179,883 and $348,785, respectively, for the similar 1995 periods. The Partnership and the Venture reimburse the General Partner for certain allocated overhead and administrative expenses. These expenses represent the salaries and related benefits paid for corporate personnel, rent, data processing services and other corporate facilities costs. Such personnel provide engineering, marketing, administrative, accounting, legal and investor relations services to the Partnership and the Venture. Allocations of personnel costs are primarily based upon actual time spent by employees of the General Partner with respect to each partnership managed. Remaining expenses are allocated based on the pro rata relationship of the Partnership's revenues to the total revenues of all systems owned or managed by the General Partner and certain of its subsidiaries. Systems owned by the General Partner and all other systems owned by partnerships for which Jones Intercable, Inc. is the general partner are also allocated a proportionate share of these expenses. The General Partner believes that the methodology used in allocating overhead and administrative expenses is reasonable. Reimbursements to the General Partner by the Partnership for allocated overhead and administrative expenses for the three and six month periods ending June 30, 1996 (excluding Fund 11-B's 8 percent interest in the Venture) were $14,864 and $260,931, respectively, as compared to $237,245 and $504,041, respectively, for the similar 1995 periods. (3) On April 1, 1996, the Partnership completed the sale of the New York System to an unaffiliated cable television system operator for a sales price of $84,000,000, subject to normal working capital closing adjustments. This transaction was approved by a majority of the Partnership's limited partnership interests in a vote conducted during the first quarter of 1996. Upon consummation of the sale of the New York System, the Partnership paid all of its indebtedness, which totaled $24,924,958 at April 1, 1996, a sales tax liability, a brokerage fee of $2,100,000 to The Jones Group, Ltd., a subsidiary of the General Partner, and then the Partnership distributed the approximate $56,025,000 remaining proceeds to its partners of record as of February 29, 1996. Because limited partners had already received distributions in an amount equal to 100 percent of the capital initially contributed to the Partnership by the limited partners, the net proceeds from the New York System's sale were distributed 75 percent to the limited partners and 25 percent to the General Partner. The limited partners of the Partnership, as a group, received approximately $42,018,700 and the General Partner received approximately $14,006,300 in April 1996. Limited partners received $1,105 for each $500 limited partnership interest, or $2,210 for each $1,000 invested in the Partnership, from the net proceeds of the New York System's sale. The limited partners have received a total of $1,605 for each $500 limited partnership interest, or $3,210 for each $1,000 invested in the Partnership, taking into account all distributions to limited partners. The Partnership will continue to own its 8 percent 6 interest in the Venture until the Manitowoc System also is sold. Upon the closing of the sale of the Venture's Manitowoc System, the Partnership will be liquidated and dissolved. The Venture entered into an asset purchase agreement to sell the Manitowoc System to the General Partner. The closing of the sale of the Manitowoc System is subject to the approval of the City of Manitowoc to the transfer of the Manitowoc System's franchise, which approval has not yet been obtained. The franchise has expired and the Manitowoc System is being operated pursuant to a temporary extension of the franchise. The General Partner is engaged in ongoing negotiations with the City of Manitowoc with respect to the renewal and transfer of the Manitowoc franchise. (4) Financial information regarding the Venture is presented below. UNAUDITED BALANCE SHEETS ------------------------ June 30, December 31, 1996 1995 ------------ ------------ ASSETS ------ Cash and trade receivables $ 3,229,141 $ 3,117,775 Investment in cable television properties 2,458,880 2,516,657 Other assets 1,866,833 1,869,614 ------------- -------------- Total assets $ 7,554,854 $ 7,504,046 ============= ============== LIABILITIES AND PARTNERS' CAPITAL --------------------------------- Debt $ 5,871 $ 9,917 Payables and accrued liabilities 282,940 442,372 Partners' contributed capital 45,000,000 45,000,000 Distributions (118,914,493) (118,914,493) Accumulated earnings 81,180,536 80,966,250 ------------- -------------- Total liabilities and partners' capital $ 7,554,854 $ 7,504,046 ============= ============== 7 UNAUDITED STATEMENTS OF OPERATIONS ---------------------------------- For the Three Months Ended For the Six Months Ended June 30, June 30, --------------------------- ------------------------ 1996 1995 1996 1995 ----------- ----------- ---------- ---------- Revenues $914,788 $900,622 $1,837,683 $1,754,350 Operating expenses 574,994 590,962 1,114,411 1,174,698 Management fees and allocated overhead from Jones Intercable, Inc. 116,400 107,805 225,302 224,127 Depreciation and amortization 108,023 139,564 216,058 279,129 -------- -------- ---------- ---------- Operating income 115,371 62,291 281,912 76,396 Interest expense (2,421) (2,417) (7,270) (8,701) Interest income 59,784 35,775 115,458 73,821 Other, net (1,579) 208 (175,814) 815 -------- -------- ---------- ---------- Net income $171,155 $ 95,857 $ 214,286 $ 142,331 ======== ======== ========== ========== Management fees paid to the General Partner by the Venture totaled $45,739 and $91,884 for the three and six months ended June 30, 1996, respectively, and $45,032 and $87,718 for the comparable 1995 periods. Reimbursements for general and administrative expenses paid to the General Partner by the Venture totaled $70,661 and $133,418 for the three and six month periods ended June 30, 1996, respectively, and $62,773 and $136,409 for the comparable 1995 periods. Management fees paid by the Venture and attributable to the Partnership's interest totaled $3,559 and $7,149, respectively, for the three month periods and $3,503 and $3,203, respectively, for the six month periods. Reimbursements for overhead and administrative expense paid by the Venture and attributable to the Partnership's interest totaled $5,498 and $10,380, respectively, for the three month periods and $4,884 and $5,147, respectively, for the six month periods. 8 CABLE TV FUND 11-B, LTD. ------------------------ (A Limited Partnership) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND --------------------------------------------------------------- RESULTS OF OPERATIONS --------------------- FINANCIAL CONDITION - ------------------- On April 1, 1996, the Partnership completed the sale of the New York System to an unaffiliated cable television system operator for a sales price of $84,000,000, subject to normal working capital closing adjustments. This transaction was approved by a majority of the Partnership's limited partnership interests in a vote conducted during the first quarter of 1996. Upon consummation of the sale of the New York System, the Partnership paid all of its indebtedness, which totaled $24,924,958 at April 1, 1996, a sales tax liability, a brokerage fee of $2,100,000 to The Jones Group, Ltd., a subsidiary of the General Partner, and then the Partnership distributed the approximate $56,025,000 remaining proceeds to its partners of record as of February 29, 1996. Because limited partners had already received distributions in an amount equal to 100 percent of the capital initially contributed to the Partnership by the limited partners, the net proceeds from the New York System's sale were distributed 75 percent to the limited partners and 25 percent to the General Partner. The limited partners of the Partnership, as a group, received approximately $42,018,700 and the General Partner received approximately $14,006,300 in April 1996. Limited partners received $1,105 for each $500 limited partnership interest, or $2,210 for each $1,000 invested in the Partnership, from the net proceeds of the New York System's sale. The limited partners have received a total of $1,605 for each $500 limited partnership interest, or $3,210 for each $1,000 invested in the Partnership, taking into account all distributions to limited partners. The Partnership will continue to own its 8 percent interest in the Venture until the Manitowoc System also is sold. Upon the closing of the sale of the Venture's Manitowoc System, the Partnership will be liquidated and dissolved. During the first three months of 1996, the Partnership expended approximately $541,000 for capital additions in the New York System. The capital additions were for various enhancements to maintain the value of the system until it was sold and were funded by cash generated from operations and the Partnership's credit facility. The Partnership owns an 8 percent interest in the Venture. The investment in this cable television joint venture is accounted for under the equity method. When compared to the December 31, 1995 balance, this investment increased by $16,671, to $602,468 at June 30, 1996 from $585,797 at December 31, 1995. This increase represents the Partnership's proportionate share of income generated by the Venture during the first six months of 1996. The Venture entered into an asset purchase agreement to sell the Manitowoc System to the General Partner. The closing of the sale of the Manitowoc System is subject to the approval of the City of Manitowoc to the transfer of the Manitowoc System's franchise, which approval has not yet been obtained. The franchise has expired and the Manitowoc System is being operated pursuant to a temporary extension of the franchise. The General Partner is engaged in ongoing negotiations with the City of Manitowoc with respect to the renewal and transfer of the Manitowoc franchise. 9 For the six months ended June 30, 1996, the Venture generated operating income before depreciation and amortization of $497,970 and incurred interest expense totaling $7,270, leaving $490,700 to fund capital expenditures and non- operating costs. During the first six months of 1996, the Venture expended approximately $158,300 for capital expenditures in the Manitowoc System. These capital additions were used for various enhancements to maintain the value of the system until it was sold. These expenditures were funded from cash generated from operations. The Venture had no bank debt outstanding at June 30, 1996. The Venture has sufficient liquidity and capital resources, including cash on hand and its ability to generate cash from operations, to meet its anticipated future needs. RESULTS OF OPERATIONS - --------------------- As a result of the sale of the New York System, the results of operations for the Partnership are reflected through its 8 percent interest in the Venture. Revenues of the Venture totaled $914,788 for the three month period ended June 30, 1996 compared to $900,622 in 1995, an increase of $14,166, or approximately 2 percent. Revenues of the Venture totaled $1,837,683 for the six months ended June 30, 1996 compared to $1,754,350 in 1995, an increase of $83,333, or approximately 5 percent. An increase in the number of basic subscribers primarily accounted for the increase in revenues for the three and six month periods ended June 30, 1996. The number of basic subscribers increased by 303, or approximately 3 percent, to 11,426 at June 30, 1996 from 11,123 at June 30, 1995. No other individual factor contributed significantly to the increase in revenues. Operating expenses consist primarily of costs associated with the administration of the Manitowoc System. The principal cost components are salaries paid to system personnel, programming expenses, professional fees, subscriber billing costs, rent for leased facilities, cable system maintenance expenses and consumer marketing expenses. Operating expenses in the Manitowoc System totaled $574,994 for the three month period ended June 30, 1996 compared to $590,962 in 1995, a decrease of $15,968, or approximately 3 percent. Operating expenses in the Manitowoc System totaled $1,114,411 for the six months ended June 30, 1996 compared to $1,174,698 in 1995, a decrease of $60,287, or approximately 5 percent. Operating expenses represented approximately 63 percent and 61 percent, respectively, of revenues for the three and six months periods of 1996 and approximately 66 percent and 67 percent, respectively, for the comparable 1995 periods. The decreases in operating expenses for the three and six month periods were due to a significant decrease in property taxes, as a result of a change in the method used to assess the assets of the Manitowoc System. No other individual factor significantly affected the decreases in operating expenses. Management fees and allocated overhead from the General Partner totaled $116,400 for the three month period ended June 30, 1996 compared to $107,805 in 1995, an increase of $8,595, or approximately 8 percent. Management fees and allocated overhead from the General Partner totaled $225,302 for the six months ended June 30, 1996 compared to $224,127 in 1995, an increase of $1,175, or approximately 1 percent. The increases for the three and six month periods were due to the increase in revenues, upon which such fees are based. Depreciation and amortization expense totaled $108,023 for the three month period ended June 30, 1996 compared to $139,564 in 1995, a decrease of $31,541, or approximately 23 percent. Depreciation and amortization expense totaled $216,058 for the six months ended June 30, 1996 compared to $279,129 in 1995, a decrease of $63,071, or approximately 23 percent. The decreases for the three and six month periods were due to the maturation of the intangible asset base. 10 Operating income totaled $115,371 for the three month period ended June 30, 1996 compared to $62,291 in 1995, an increase of $53,080, or approximately 85 percent. Operating income totaled $281,912 for the six months ended June 30, 1996 compared to $76,396 in 1995, an increase of $205,516. The increases for the three and six month periods were due to the increases in revenues and the decreases in operating expenses and depreciation and amortization expense exceeding the increases in management fees and allocated overhead from the General Partner. The cable television industry generally measures the financial performance of a cable television system in terms of cash flow or operating income before depreciation and amortization. The value of a cable television system is often determined using multiples of cash flow. This measure is not intended to be a substitute or improvement upon the items disclosed on the financial statements, rather it is included because it is an industry standard. Operating income before depreciation and amortization totaled $223,394 for the three month period ended June 30, 1996 compared to $201,855 in 1995, an increase of $21,539, or approximately 11 percent. Operating income before depreciation and amortization totaled $497,970 for the six months ended June 30, 1996 compared to $355,525 in 1995, an increase of $142,445, or approximately 40 percent. The increases for both periods were due to the increases in revenues and the decreases in operating expenses exceeding the increases in management fees and allocated overhead from the General Partner. Interest income totaled $59,784 for the three month period ended June 30, 1996 compared to $35,775 in 1995, an increase of $24,009, or approximately 67 percent. Interest income totaled $115,458 for the six month period ended June 30, 1996 compared to $73,821 in 1995, an increase of $41,637, or approximately 56 percent. The increases were due to higher cash balances and higher interest rates on interest-bearing accounts in 1996. Interest expense for the Venture for the three month periods ended June 30, 1996 and 1995 remained constant. Interest expense totaled $7,270 for the six months ended June 30, 1996 compared to $8,701 in 1995, a decrease of $1,431, or approximately 16 percent. The decrease for the six month period was due to lower outstanding balances on interest bearing obligations. Other expense totaled $175,814 for the six month period ended June 30, 1996 compared to other income of $815 in 1995. These changes were due primarily to additional expenses incurred in 1996 from a sales and use tax audit. Net income of the Venture totaled $171,155 for the three month period ended June 30, 1996 compared to $95,857 in 1995, an increase of $75,298, or approximately 79 percent. Net income of the Venture totaled $214,286 for the six months ended June 30, 1996 compared to $142,331 in 1995, an increase of $71,955, or approximately 51 percent. The increases were due primarily to the increases in operating income and the increases in interest income. 11 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. a) Exhibits 27) Financial Data Schedule b) Reports on Form 8-K None 12 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CABLE TV FUND 11-B, LTD. BY: JONES INTERCABLE, INC. General Partner By: /S/ Kevin P. Coyle ------------------------------------- Kevin P. Coyle Group Vice President/Finance (Principal Financial Officer) Dated: August 14, 1996 13