Exhibit (d)(3)
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 September 30, 1996
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[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
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Commission File Number: 0-11912
CABLE TV FUND 11-C, LTD.
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Exact name of registrant as specified in charter
Colorado 84-0918165
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State of organization I.R.S. employer I.D.#
9697 East Mineral Avenue, P.O. Box 3309, Englewood, Colorado 80155-3309
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Address of principal executive office
(303) 792-3111
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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
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CABLE TV FUND 11-C, LTD.
------------------------
(A Limited Partnership)
UNAUDITED BALANCE SHEETS
------------------------
September 30, December 31,
ASSETS 1996 1995
------ ------------- -------------
INVESTMENT IN CABLE TELEVISION JOINT VENTURE $ 2,558,835 $ 2,439,393
============ =============
PARTNERS' CAPITAL (DEFICIT)
---------------------------
PARTNERS' CAPITAL (DEFICIT):
General Partner-
Contributed capital $ 1,000 $ 1,000
Distributions (4,428,171) (4,428,171)
Accumulated earnings 4,328,622 4,327,428
------------ ------------
(98,549) (99,743)
------------ ------------
Limited Partners-
Net contributed capital (27,657 units
outstanding at September 30, 1996
and December 31, 1995) 11,548,455 11,548,455
Distributions (27,113,013) (27,113,013)
Accumulated earnings 18,221,942 18,103,694
------------ ------------
2,657,384 2,539,136
------------ ------------
Total partners' capital (deficit) $ 2,558,835 $ 2,439,393
============ ============
The accompanying notes to unaudited financial statements
are an integral part of these unaudited balance sheets.
2
CABLE TV FUND 11-C, LTD.
------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF OPERATIONS
----------------------------------
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
-------------------------- -------------------------
1996 1995 1996 1995
------------ ----------- ------------ ----------
EQUITY IN NET INCOME
OF CABLE TELEVISION
JOINT VENTURE $61,349 $44,957 $119,442 $83,543
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NET INCOME $61,349 $44,957 $119,442 $83,543
======= ======= ======== =======
ALLOCATION OF NET INCOME:
General Partner $ 613 $ 449 $ 1,194 $ 835
======= ======= ======== =======
Limited Partners $60,736 $44,508 $118,248 $82,708
======= ======= ======== =======
NET INCOME PER LIMITED
PARTNERSHIP UNIT $ 2.20 $ 1.61 $ 4.28 $ 2.99
======= ======= ======== =======
WEIGHTED AVERAGE NUMBER
OF LIMITED PARTNERSHIP
UNITS OUTSTANDING 27,657 27,657 27,657 27,657
======= ======= ======== =======
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
3
CABLE TV FUND 11-C, LTD.
------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF CASH FLOWS
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For the Nine Months Ended
September 30,
---------------------------
1996 1995
------------ -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 119,442 $ 83,543
Adjustments to reconcile net income to
net cash provided by operating activities:
Equity in net income of cable television
joint venture (119,442) (83,543)
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Net cash provided by operating activities - -
------------ -----------
Cash, beginning of period - -
------------ -----------
Cash, end of period $ - $ -
============ ===========
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ - $ -
============ ===========
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
4
CABLE TV FUND 11-C, 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-C, Ltd. (the
"Partnership") at September 30, 1996 and December 31, 1995, its Statements of
Operations for the three and nine month periods ended September 30, 1996 and
1995 and its Statements of Cash Flows for the nine month periods ended September
30, 1996 and 1995. Results of operations for these periods are not necessarily
indicative of results to be expected for the full year.
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-B, Ltd. ("Fund 11-B") 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-B and Fund 11-D formed a general partnership
known as Cable TV Joint Fund 11 (the "Venture") in which the Partnership owns a
27 percent interest. The Partnership does not directly own any cable television
systems. The Partnership's only asset is its 27 percent ownership interest in
the Venture, and the Venture's only asset is the cable television system serving
subscribers in Manitowoc, Wisconsin (the "Manitowoc System").
(2) The General Partner manages the Partnership and the Venture and receives a
fee for its services equal to 5 percent of the gross revenues of the Venture,
excluding revenues from the sale of cable television systems or franchises.
Management fees paid by the Venture and attributable to the Partnership for the
three and nine month periods ended September 30, 1996 (reflecting the
Partnership's 27 percent interest in the Venture) were $12,644 and $37,554,
respectively, compared to $12,602 and $36,382, respectively, for the similar
1995 periods.
The Venture reimburses 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
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 Venture'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 paid by the Venture and attributable to the Partnership for
allocated overhead and administrative expenses for the three and nine month
periods ending September 30, 1996 (reflecting the Partnership's 27 percent
interest in the Venture) were $16,421 and $52,590, respectively, compared to
$18,661 and $55,641, respectively, for the similar 1995 periods.
(3) The Venture has entered into an asset purchase agreement to sell the
Manitowoc System to the General Partner. Because the City of Manitowoc had not
consented to the transfer of the franchise by the asset purchase agreement's
original expiration date of September 30, 1996, the Venture and the General
Partner amended the asset purchase agreement to extend the period in which to
close the sale of the Manitowoc System to June 30, 1997. The amendment also
provides for the purchase price to be the greater of (i) $15,735,667, which was
the average of three independent appraisals of the Manitowoc System obtained by
the Venture in 1995, and (ii) the average of three updated appraisals of the
Manitowoc System. The average of the three appraisals obtained by the Venture in
November 1996 was $16,122,333. Accordingly, under the terms of the asset
purchase agreement, as amended, the purchase price of the Manitowoc System will
be $16,122,333.
5
The closing of the sale of the Manitowoc System is subject to the
approval of the City of Manitowoc and the approval of the limited partners of
each of the partnerships that comprise the Venture. There can be no assurance
that any such approvals will be obtained. In October 1996, the Venture and the
General Partner filed an updated request for the approval of the City of
Manitowoc to the transfer of the franchise. The General Partner, on behalf of
the partnerships that comprise the Venture, is in the process of preparing proxy
solicitation materials to seek the approval of the limited partners of the four
constituent partnerships of the Venture.
The original term of the franchise with the City of Manitowoc expired
in 1995. The franchise has been extended by the Venture and the City of
Manitowoc periodically since that time. The current extension ends on December
31, 1996. If the franchise is not renewed by such date, the General Partner
will seek an additional extension from the City in order to complete the renewal
of the franchise and to obtain the City's consent to the transfer of the
franchise to the General Partner.
(4) Financial information regarding the Venture is presented below.
UNAUDITED BALANCE SHEETS
------------------------
September 30, December 31,
1996 1995
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ASSETS
------
Cash and trade receivables $ 3,586,055 $ 3,117,775
Investment in cable television properties 2,443,945 2,516,657
Other assets 1,872,039 1,869,614
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Total assets $ 7,902,039 $ 7,504,046
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LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
Debt $ 4,775 $ 9,917
Payables and accrued liabilities 404,926 442,372
Partners' contributed capital 45,000,000 45,000,000
Distributions (118,914,493) (118,914,493)
Accumulated earnings 81,406,831 80,966,250
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Total liabilities and partners' capital $ 7,902,039 $ 7,504,046
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UNAUDITED STATEMENTS OF OPERATIONS
----------------------------------
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
-------------------------- -------------------------
1996 1995 1996 1995
----------- ----------- ----------- ----------
Revenues $932,834 $929,672 $2,770,517 $2,684,022
Operating expenses 548,465 560,668 1,662,876 1,735,366
Management fees and allocated overhead
from Jones Intercable, Inc. 107,213 115,317 332,515 339,444
Depreciation and amortization 107,926 139,565 323,984 418,694
-------- -------- ---------- ----------
Operating income 169,230 114,122 451,142 190,518
Interest expense (646) (511) (7,916) (9,212)
Interest income 59,756 52,013 175,214 125,834
Other, net (2,045) 209 (177,859) 1,024
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Net income $226,295 $165,833 $ 440,581 $ 308,164
======== ======== ========== ==========
Management fees paid to the General Partner by the Venture totaled
$46,642 and $138,526 for the three and nine months ended September 30, 1996,
respectively, and $46,483 and $134,201 for the comparable 1995 periods.
Reimbursements for general and administrative expenses paid to the General
Partner by the Venture totaled $60,571 and $193,989 for the three and nine month
periods ended September 30, 1996, respectively, and $68,834 and $205,243 for the
comparable 1995 periods.
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CABLE TV FUND 11-C, LTD.
------------------------
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
FINANCIAL CONDITION
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Cable TV Fund 11-C, Ltd. (the "Partnership") owns a 27 percent interest in
Cable TV Joint Fund 11 (the "Venture"). The Venture owns and operates the cable
television system serving the areas in and around the City of Manitowoc,
Wisconsin (the "Manitowoc System"). The Partnership's investment in this
Venture, accounted for under the equity method, has increased by $119,442 to
$2,558,835 at September 30, 1996 from $2,439,393 at December 31, 1995. This
increase represents the Partnership's proportionate share of income generated by
the Venture during the first nine months of 1996.
The Venture has entered into an asset purchase agreement to sell the
Manitowoc System to the General Partner. Because the City of Manitowoc had not
consented to the transfer of the franchise by the asset purchase agreement's
original expiration date of September 30, 1996, the Venture and the General
Partner amended the asset purchase agreement to extend the period in which to
close the sale of the Manitowoc System to June 30, 1997. The amendment also
provides for the purchase price to be the greater of (i) $15,735,667, which was
the average of three independent appraisals of the Manitowoc System obtained by
the Venture in 1995, and (ii) the average of three updated appraisals of the
Manitowoc System. The average of the three appraisals obtained by the Venture in
November 1996 was $16,122,333. Accordingly, under the terms of the asset
purchase agreement, as amended, the purchase price of the Manitowoc System will
be $16,122,333.
The closing of the sale of the Manitowoc System is subject to the approval
of the City of Manitowoc and the approval of the limited partners of each of the
partnerships that comprise the Venture. There can be no assurance that any such
approvals will be obtained. In October 1996, the Venture and the General Partner
filed an updated request for the approval of the City of Manitowoc to the
transfer of the franchise. The General Partner, on behalf of the partnerships
that comprise the Venture, is in the process of preparing proxy solicitation
materials to seek the approval of the limited partners of the four constituent
partnerships of the Venture.
The original term of the franchise with the City of Manitowoc expired in
1995. The franchise has been extended by the Venture and the City of Manitowoc
periodically since that time. The current extension ends on December 31, 1996.
If the franchise is not renewed by such date, the General Partner will seek an
additional extension from the City in order to complete the renewal of the
franchise and to obtain the City's consent to the transfer of the franchise to
the General Partner.
During the first nine months of 1996, the Venture expended approximately
$251,000 for capital additions in the Manitowoc System. These capital additions
were for various enhancements to maintain the value of the system until it is
sold and were funded from cash generated from operations.
The Venture had no bank debt outstanding at September 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 needs.
RESULTS OF OPERATIONS
- ---------------------
All of the Partnership's operations are generated through its 27 percent
interest in the Venture. Revenues of the Venture increased $3,162, or less than
1 percent, to $932,834 for the three months ended September 30, 1996 compared to
$929,672 for the comparable 1995 period. Revenues of the Venture increased
$86,495, or approximately 3 percent, to $2,770,517 for the nine months ended
September 30, 1996 compared to $2,684,022 for the comparable 1995 period. An
8
increase in the number of basic subscribers primarily accounted for the increase
in revenues for the three and nine month periods ended September 30, 1996. The
number of basic subscribers increased by 422 subscribers, or approximately 4
percent, to 11,524 at September 30, 1996 from 11,102 at September 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 decreased $12,203, or
approximately 2 percent, to $548,465 for the three months ended September 30,
1996 compared to $560,668 for the comparable 1995 period. Operating expenses in
the Manitowoc System decreased $72,490, or approximately 4 percent, to
$1,662,876 for the nine months ended September 30, 1996 compared to $1,735,366
for the comparable 1995 period. Operating expenses represented approximately 59
percent and 60 percent, respectively, of revenues for the three and nine month
periods of 1996 and approximately 60 percent and 65 percent, respectively, for
the comparable 1995 periods. The decreases in operating expenses for the three
and nine 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 decreased
$8,104, or approximately 7 percent, to $107,213 for the three months ended
September 30, 1996 compared to $115,317 for the comparable 1995 period.
Management fees and allocated overhead from the General Partner decreased
$6,929, or approximately 2 percent, to $332,515 for the nine months ended
September 30, 1996 compared to $339,444 for the comparable 1995 period. The
decreases for the three and nine month periods were due to decreases in
allocated overhead from the General Partner.
Depreciation and amortization expense decreased $31,639, or approximately
23 percent, to $107,926 for the three months ended September 30, 1996 compared
to $139,565 for the comparable 1995 period. Depreciation and amortization
expense decreased $94,710, or approximately 23 percent, to $323,984 for the nine
months ended September 30, 1996 compared to $418,694 for the comparable 1995
period. The decreases for the three and nine month periods were due to the
maturation of the intangible asset base.
Operating income increased $55,108, or approximately 48 percent, to
$169,230 for the three months ended September 30, 1996 compared to $114,122 for
the comparable 1995 period. Operating income increased $260,624 to $451,142 for
the nine months ended September 30, 1996 compared to $190,518 for the comparable
1995 period. The increases for the three and nine month periods were due to the
increases in revenues and the decreases in operating expenses, depreciation and
amortization expense and 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 increased $23,469, or approximately 9
percent, to $277,156 for the three months ended September 30, 1996 compared to
$253,687 for the comparable 1995 period. Operating income before depreciation
and amortization increased $165,914, or approximately 27 percent, to $775,126
for the nine months ended September 30, 1996 compared to $609,212 for the
comparable 1995 period. The increases for the three and nine month periods were
due to the increases in revenues and the decreases in operating expenses and
management fees and allocated overhead from the General Partner.
Interest income increased $7,743, or approximately 15 percent, to $59,756
for the three months ended September 30, 1996 compared to $52,013 for the
comparable 1995 period. Interest income increased $49,380, or approximately 39
percent, to $175,214 for the nine month period ended September 30, 1996 compared
to $125,834 for the comparable 1995 period. The increases were due to higher
cash balances and higher interest rates on interest-bearing accounts in 1996.
9
Interest expense increased $135, or approximately 26 percent, to $646 for
the three months ended September 30, 1996 compared to $511 for the comparable
1995 period. Interest expense decreased $1,296, or approximately 14 percent, to
$7,916 for the nine months ended September 30, 1996 compared to $9,212 for the
comparable 1995 period. The decrease for the nine month period was due to lower
outstanding balances on interest bearing obligations.
Other expense totaled $177,859 for the nine month period ended September
30, 1996 compared to other income of $1,024 in 1995. This change was due
primarily to additional expenses incurred in 1996 from a sales and use tax
audit.
Net income of the Venture increased $60,462, or approximately 36 percent,
to $226,295 for the three months ended September 30, 1996 compared to $165,833
for the comparable 1995 period. Net income of the Venture increased $132,417,
or approximately 43 percent, to $440,581 for the nine months ended September 30,
1996 compared to $308,164 for the comparable 1995 period. The increases were
due primarily to the increases in operating income and the increases in interest
income.
10
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
11
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-C, LTD.
BY: JONES INTERCABLE, INC.
General Partner
By: /S/ Kevin P. Coyle
----------------------------------
Kevin P. Coyle
Group Vice President/Finance
(Principal Financial Officer)
Dated: November 13, 1996
12