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, 1997
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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 _________
Commission File Number: 0-11911
CABLE TV FUND 11-B, LTD.
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Exact name of registrant as specified in charter
Colorado 84-0908730
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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
-----------------------------
Registrant's telephone number
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
---- ____
CABLE TV FUND 11-B, LTD.
------------------------
(A Limited Partnership)
UNAUDITED BALANCE SHEETS
------------------------
June 30, December 31,
ASSETS 1997 1996
------ ------------- -------------
Cash $ 4,034 $ 4,034
Investment in cable television joint venture 46,740 618,344
Distribution receivable from cable television
joint venture 1,512,810 -
------------ ------------
Total assets $ 1,563,584 $ 622,378
============ ============
LIABILITIES AND PARTNER'S CAPITAL (DEFICIT)
------------------------------------------
LIABILITIES
- -----------
Distribution payable to General Partner $ 354,481 $ -
Distribution payable to limited partners 1,158,329 -
------------ ------------
Total liabilities 1,512,810 -
------------ ------------
PARTNERS' CAPITAL (DEFICIT)
General Partner-
Contributed capital $ 1,000 $ 1,000
Distributions (14,360,724) (14,006,243)
Accumulated earnings 820,796 591,134
------------ ------------
(13,538,928) (13,414,109)
------------ -------------
Limited Partners-
Net contributed capital
(38,026 units outstanding at June 30, 1997
and December 31, 1996) 15,661,049 15,661,049
Distributions (62,190,180) (61,031,851)
Accumulated earnings 60,118,833 59,407,289
------------ ------------
13,589,702 14,036,487
------------ ------------
Total partners' capital (deficit) $ 1,563,584 $ 622,378
============ ============
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 STATEMENTS OF OPERATIONS
----------------------------------
For the Three Months Ended For the Six Months Ended
June 30, June 30,
-------------------------- ------------------------
1997 1996 1997 1996
----------- ----------- ---------- ------------
REVENUES $ - $ 90,665 $ - $ 3,709,304
COSTS AND EXPENSES:
Operating expenses - 52,684 - 2,481,210
Management fees and
allocated overhead
from General Partner - 19,397 - 446,396
Depreciation and
amortization - 159,657 - 975,498
-------- ----------- ---------- -----------
OPERATING LOSS - (141,073) - (193,800)
-------- ----------- ---------- -----------
OTHER INCOME (EXPENSE):
Interest expense - (37,640) - (508,989)
Gain on sale of cable television
system - 55,863,279 - 55,863,279
Other, net - (571,326) - (598,904)
-------- ----------- ---------- -----------
Total other income
(expense), net - 55,254,313 - 54,755,386
-------- ----------- ---------- ----------
INCOME BEFORE EQUITY
IN NET INCOME OF CABLE
TELEVISION JOINT VENTURE - 55,113,240 - 54,561,586
EQUITY IN NET INCOME OF
CABLE TELEVISION JOINT
VENTURE 927,929 13,350 941,206 16,671
-------- ----------- -------- ----------
NET INCOME $927,929 $55,126,590 $941,206 $54,578,257
======== =========== ======== ===========
ALLOCATION OF NET
INCOME:
General Partner $229,529 $ 551,266 $229,662 $ 545,783
======== =========== ======== ==========
Limited Partners $698,400 $54,575,324 $711,544 $54,032,474
======== =========== ======== ==========
NET INCOME PER LIMITED
PARTNERSHIP UNIT $ 18.36 $ 1,435.20 $ 18.71 $ 1,420.93
======== =========== ======== ==========
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.
3
CABLE TV FUND 11-B, LTD.
------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF CASH FLOWS
----------------------------------
For the Six Months Ended
June 30,
---------------------------
1997 1996
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 941,206 $ 54,578,257
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation and amortization - 975,498
Equity in net income of cable television joint
venture (941,206) (16,671)
Gain on sale of cable television system - (55,863,279)
Decrease in deposits, prepaid expenses and
deferred charges - 748,387
Decrease in trade accounts payable, accrued liabilities
and subscriber prepayments - (1,589,760)
----------- ------------
Net cash used in operating activities - (1,167,568)
----------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net - (541,102)
Proceeds from the sale of cable television system - 84,000,000
----------- ------------
Net cash provided by investing activities - 83,458,898
----------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of debt - (25,007,849)
Proceeds from borrowings - 1,200,000
Increase in distribution receivable from cable
television joint venture (1,512,810) (1,998,163)
Increase in distribution payable to General Partner 354,481 -
Increase in distribution payable to limited partners 1,158,329 -
Distributions from cable television joint venture 1,512,810 -
Distributions to partners (1,512,810) (56,024,973)
----------- ------------
Net cash used in financing activities - (81,830,985)
----------- ------------
Increase in cash - 460,345
Cash, beginning of period 4,034 325,270
----------- ------------
Cash, end of period $ 4,034 $ 785,615
=========== ============
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ - $ 726,197
=========== ============
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)
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, 1997 and December 31, 1996, its Statements of
Operations for the three and six month periods ended June 30, 1997 and 1996 and
its Statements of Cash Flows for the six month periods ended June 30, 1997 and
1996. 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-C, Ltd. ("Fund 11-C") and Cable TV Fund 11-D, Ltd. ("Fund 11-
D") are 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. The Partnership does not directly own any cable television
systems. The Partnership's only asset is its 8 percent ownership interest in the
Venture, and the Venture's only asset during the period covered by this report
was the cable television system serving subscribers in Manitowoc, Wisconsin (the
"Manitowoc System"), which was sold on June 30, 1997.
(2) On June 30, 1997, the Venture completed the sale of the Manitowoc System to
a wholly owned subsidiary of the General Partner for a sales price of
$16,122,333, 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 second quarter of 1997. The Venture
repaid all of its indebtedness, which totaled $21,304. In July 1997, the
Partnership received 8 percent of the net sales proceeds plus cash on hand from
operations and prior sales, totaling $1,512,810, which was distributed to its
partners. Cash generated from operations of $98,839 was distributed 99 percent
to the limited partners and 1 percent to the General Partner. Because limited
partners have already received distributions in an amount in excess of the
capital initially contributed to the Partnership by the limited partners, the
remaining proceeds (from the sale of other Wisconsin systems formerly owned by
the Venture and the net proceeds from the sale of the Manitowoc System) were
distributed 75 percent ($1,060,478) to the limited partners and 25 percent
($353,493) to the General Partner. In total, the limited partners, as a group,
received $1,158,329 and the General Partner received $354,481. As a result of
these distributions, the limited partners received approximately $30 for each
$500 limited partnership interest, or approximately $60 for each $1,000 invested
in the Partnership. The limited partners of the Partnership have received a
total of approximately $1,635 for each $500 limited partnership interest, or
approximately $3,270 for each $1,000 invested in the Partnership, taking into
account the prior distributions to limited partners made in 1990, 1992 and 1996.
The General Partner is in the process of formally dissolving the Partnership and
the Venture, which should occur before yearend.
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(3) Financial information regarding the Venture is presented below.
UNAUDITED BALANCE SHEETS
------------------------
June 30, December 31,
1997 1996
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ASSETS
------
Cash and trade receivables $ 19,701,354 $ 3,675,783
Investment in cable television properties - 2,441,259
Other assets - 1,911,804
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Total assets $ 19,701,354 $ 8,028,846
============= =============
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
Debt $ - $ 3,679
Payables and accrued liabilities 19,444,856 555,064
Partners' contributed capital 45,000,000 45,000,000
Distributions (138,359,349) (118,914,493)
Accumulated earnings 93,615,847 81,384,596
------------- -------------
Total liabilities and partners' capital $ 19,701,354 $ 8,028,846
============= =============
6
UNAUDITED STATEMENTS OF OPERATIONS
----------------------------------
For the Three Months Ended For the Six Months Ended
June 30, June 30,
-------------------------- ------------------------
1997 1996 1997 1996
----------- --------- ----------- -----------
Revenues $ 991,681 $ 914,788 $ 1,931,495 $ 1,837,683
Operating expenses 554,626 574,994 1,136,142 1,114,411
Management fees and allocated overhead
from Jones Intercable, Inc. 111,388 116,400 225,873 225,302
Depreciation and amortization 126,569 108,033 250,306 216,068
----------- --------- ----------- -----------
Operating income 199,098 115,361 319,174 281,902
Interest expense (1,558) (2,421) (2,174) (7,270)
Interest income 55,725 59,784 106,765 115,458
Gain on sale of cable
television system 11,795,752 - 11,795,752 -
Other, net 11,580 (1,569) 11,734 (175,804)
----------- --------- ----------- -----------
Net income $12,060,597 $ 171,155 $12,231,251 $ 214,286
=========== ========= =========== ===========
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CABLE TV FUND 11-B, LTD.
------------------------
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
FINANCIAL CONDITION
- -------------------
The Partnership owns an 8 percent interest in the Venture. The
Partnership's investment in the Venture, accounted for under the equity method,
has decreased by $571,604, to $46,740 at June 30, 1997 from $618,344 at
December 31, 1996. This decrease represents the Partnership's proportionate
share of income generated by the Venture during the first six months of 1997
reduced by distributions received from the Venture.
On June 30, 1997, the Venture completed the sale of the Manitowoc System to
a wholly owned subsidiary of the General Partner for a sales price of
$16,122,333, 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 second quarter of 1997. The Venture
repaid all of its indebtedness, which totaled $21,304. In July 1997, the
Partnership received 8 percent of the net sales proceeds plus cash on hand from
operations and prior sales, totaling $1,512,810, which was distributed to its
partners. Cash generated from operations of $98,839 was distributed 99 percent
to the limited partners and 1 percent to the General Partner. Because limited
partners have already received distributions in an amount in excess of the
capital initially contributed to the Partnership by the limited partners, the
remaining proceeds (from the sale of other Wisconsin systems formerly owned by
the Venture and the net proceeds from the sale of the Manitowoc System) were
distributed 75 percent ($1,060,478) to the limited partners and 25 percent
($353,493) to the General Partner. In total, the limited partners, as a group,
received $1,158,329 and the General Partner received $354,481. As a result of
these distributions, the limited partners received approximately $30 for each
$500 limited partnership interest, or approximately $60 for each $1,000 invested
in the Partnership. The limited partners of the Partnership have received a
total of approximately $1,635 for each $500 limited partnership interest, or
approximately $3,270 for each $1,000 invested in the Partnership, taking into
account the prior distributions to limited partners made in 1990, 1992 and 1996.
The General Partner is in the process of formally dissolving the Partnership and
the Venture, which should occur before yearend.
RESULTS OF OPERATIONS
- ---------------------
The Venture sold its Manitowoc System on June 30, 1997. Upon final
liquidation, the Partnership and the Venture will be dissolved.
8
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The sale of the Manitowoc System was subject to the approval of the holders of a
majority of the limited partnership interests in each of the Partnerships.
Limited partners of record at the close of business on April 30, 1997 were
entitled to notice of, and to participate in, this vote of limited partners.
Following are the results of the vote of the limited partners of each of the
limited partnerships:
No. of
Interests
Entitled to Approved Against Abstained Did Not Vote
--------------- ----------- --------- --------------
Vote No. % No. % No. % No. %
----------- --- --- --- --- --- --- ---- ---
Cable TV Fund 11-A, Ltd. 46,725 31,898 68.3 241 0.5 453 1.0 14,133 30.2
Cable TV Fund 11-B, Ltd. 38,026 27,394 72.0 104 0.3 282 0.7 10,246 27.0
Cable TV Fund 11-C, Ltd. 27,657 18,862 68.2 152 0.6 313 1.1 8,330 30.1
Cable TV Fund 11-D, Ltd. 50,000 34,386 68.8 135 0.3 516 1.0 14,963 29.9
Item 6. Exhibits and Reports on Form 8-K.
a) Exhibits
27) Financial Data Schedule
b) Reports on Form 8-K
Report on Form 8-K dated June 30, 1997, reported that on June 30,
1997, Cable TV Joint Fund 11 (the "Venture"), a joint venture
among Cable TV Fund 11-A, Ltd., Cable TV Fund 11-B, Ltd., Cable
TV Fund 11-C, Ltd. and Cable TV Fund 11-D, Ltd., Colorado limited
partnerships (the "Partnerships"), sold the cable television
system serving the City of Manitowoc, Wisconsin to a wholly owned
subsidiary of Jones Intercable, Inc. ("Intercable") for a sales
price of $16,122,333, subject to normal working capital closing
adjustments. Intercable is the general partner of the
Partnerships. Cable TV Fund 11-B, Ltd. owns an 8 percent interest
in the Venture.
9
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 11, 1997
10