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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, 1995
[ ] 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 0-14206
CABLE TV FUND 12-D, LTD.
Exact name of registrant as specified in charter
Colorado 84-1010423
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 (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 ______
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CABLE TV FUND 12-D, LTD.
(A Limited Partnership)
UNAUDITED CONSOLIDATED BALANCE SHEETS
June 30, December 31,
ASSETS 1995 1994
------ ------------- -------------
CASH AND CASH EQUIVALENTS $ 3,531,386 $ 4,391,602
RECEIVABLES:
Trade receivables, less allowance for doubtful receivables of $346,732
and $339,139 at June 30, 1995 and December 31, 1994, respectively 3,037,797 3,807,271
Affiliated entity 159,137 159,137
INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment, at cost 282,568,155 272,998,315
Less- accumulated depreciation (145,806,604) (135,711,082)
------------- -------------
136,761,551 137,287,233
Franchise costs, net of accumulated amortization of $51,822,179 and
$48,828,848 at June 30, 1995 and December 31, 1994, respectively 15,226,464 18,219,795
Cost in excess of interests in net assets purchased, net of accumulated
amortization of $1,356,992 and $1,280,756 at June 30, 1995 and
December 31, 1994, respectively 4,699,436 4,775,672
------------- -------------
Total investment in cable television properties 156,687,451 160,282,700
DEPOSITS, PREPAID EXPENSES AND DEFERRED CHARGES 1,753,956 2,035,204
------------- -------------
Total assets $ 165,169,727 $ 170,675,914
============= =============
The accompanying notes to unaudited consolidated financial statements
are an integral part of these unaudited consolidated balance sheets.
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CABLE TV FUND 12-D, LTD.
(A Limited Partnership)
UNAUDITED CONSOLIDATED BALANCE SHEETS
June 30, December 31,
LIABILITIES AND PARTNERS' DEFICIT 1995 1994
--------------------------------- ------------- -------------
LIABILITIES:
Debt $ 180,653,878 $ 180,402,748
Accounts payable-
Trade 60,617 491,846
General Partner 2,303,967 616,810
Accrued liabilities 6,356,221 7,125,482
Subscriber prepayments 663,949 644,779
------------- -------------
Total liabilities 190,038,632 189,281,665
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MINORITY INTEREST IN JOINT VENTURE (6,338,456) (4,806,614)
------------- -------------
PARTNERS' DEFICIT:
General Partner-
Contributed capital 1,000 1,000
Accumulated deficit (1,208,838) (1,161,525)
------------- -------------
(1,207,838) (1,160,525)
------------- -------------
Limited Partners-
Net contributed capital (237,339 units outstanding
at June 30, 1995 and December 31, 1994) 102,198,175 102,198,175
Accumulated deficit (119,520,786) (114,836,787)
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(17,322,611) (12,638,612)
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Total liabilities and partners' deficit $ 165,169,727 $ 170,675,914
============= =============
The accompanying notes to unaudited consolidated financial statements
are an integral part of these unaudited consolidated balance sheets.
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CABLE TV FUND 12-D, LTD.
(A Limited Partnership)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended For the Six Months Ended
June 30, June 30,
---------------------------- ----------------------------
1995 1994 1995 1994
----------- ----------- ----------- -----------
REVENUES $25,395,190 $23,239,439 $49,553,282 $45,646,691
COSTS AND EXPENSES:
Operating expenses 14,568,494 13,998,347 28,657,322 27,357,147
Management fees and
allocated overhead
from Jones Intercable, Inc. 2,925,500 2,859,308 5,958,559 5,696,307
Depreciation and
amortization 6,680,382 6,106,215 13,364,381 12,533,322
----------- ----------- ----------- -----------
OPERATING INCOME 1,220,814 275,569 1,573,020 59,915
----------- ----------- ----------- -----------
OTHER INCOME (EXPENSE):
Interest expense (3,970,481) (3,294,996) (7,915,623) (6,316,338)
Other, net 66,046 (76,167) 79,449 (91,125)
----------- ----------- ----------- -----------
Total other income
(expense), net (3,904,435) (3,371,163) (7,836,174) (6,407,463)
----------- ----------- ----------- -----------
CONSOLIDATED LOSS (2,683,621) (3,095,594) (6,263,154) (6,347,548)
MINORITY INTEREST IN
CONSOLIDATED LOSS 656,646 757,080 1,531,842 1,552,443
----------- ----------- ----------- -----------
NET LOSS $(2,026,975) $(2,338,514) $(4,731,312) $(4,795,105)
=========== =========== =========== ===========
ALLOCATION OF NET LOSS:
General Partner $ (20,270) $ (23,385) $ (47,313) $ (47,951)
=========== =========== =========== ===========
Limited Partners $(2,006,705) $(2,315,129) $(4,683,999) $(4,747,154)
=========== =========== =========== ===========
NET LOSS PER LIMITED
PARTNERSHIP UNIT $ (8.46) $ (9.75) $ (19.74) $ (20.00)
WEIGHTED AVERAGE NUMBER =========== =========== =========== ===========
OF LIMITED PARTNERSHIP
UNITS OUTSTANDING 237,339 237,339 237,339 237,339
=========== =========== =========== ===========
The accompanying notes to unaudited consolidated financial statements
are an integral part of these unaudited consolidated statements.
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CABLE TV FUND 12-D, LTD.
(A Limited Partnership)
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended
June 30,
--------------------------------
1995 1994
------------ -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (4,731,312) $(4,795,105)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 13,364,381 12,533,322
Minority interest in consolidated net loss (1,531,842) (1,552,443)
Decrease in trade receivables 769,474 44,859
Decrease in deposits, prepaid expenses
and other assets 81,956 111,981
Decrease in accounts payable, accrued liabilities
and subscriber prepayments (1,181,320) (1,156,430)
Increase (decrease) in amount due Jones Intercable, Inc. 1,687,157 (188,430)
------------ -----------
Net cash provided by operating activities 8,458,494 4,997,754
------------ -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (9,569,840) (7,830,040)
------------ -----------
Net cash used in investing activities (9,569,840) (7,830,040)
------------ -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 458,700 10,690,716
Repayment of debt (207,570) (1,014,420)
------------ -----------
Net cash provided by financing activities 251,130 9,676,296
------------ -----------
Increase (decrease) in cash (860,216) 6,844,010
Cash, beginning of period 4,391,602 1,962,657
------------ -----------
Cash, end of period $ 3,531,386 $ 8,806,667
============ ===========
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 7,810,030 $ 6,161,378
============ ===========
The accompanying notes to unaudited consolidated financial statements
are an integral part of these unaudited consolidated statements.
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CABLE TV FUND 12-D, LTD.
(A Limited Partnership)
NOTES TO UNAUDITED CONSOLIDATED 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 12-D, Ltd.
(the "Partnership") at June 30, 1995 and December 31, 1994 and its Statements
of Operations for the three and six month periods ended June 30, 1995 and June
30, 1994 and Statements of Cash Flows for the six month periods ended June 30,
1995 and 1994. Results of operations for these periods are not necessarily
indicative of results to be expected for the full year.
The accompanying consolidated financial statements include 100 percent
of the accounts of the Partnership and those of Cable TV Fund 12-BCD Venture
(the "Venture"), including the cable television systems serving Palmdale,
California; Albuquerque, New Mexico; and Tampa, Florida, reduced by the
approximate 24 percent minority interest in the Venture. All interpartnership
accounts and transactions have been eliminated.
(2) Jones Intercable, Inc., a publicly held Colorado corporation
(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 for the three and six month periods ended June 30, 1995 were
$1,269,759 and $2,477,664, respectively, as compared to $1,161,972 and
$2,282,335, respectively, for the similar 1994 periods.
The Venture reimburses the General Partner for certain allocated
overhead and administrative expenses. These expenses represent the salaries
and related benefits paid to 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 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 by the Venture to the General Partner
for allocated overhead and administrative expenses for the three and six month
periods ended June 30, 1995 were $1,655,741 and $3,480,895, respectively, as
compared to $1,697,336 and $3,413,972, respectively, for the similar 1994
periods.
(3) In August 1995, the Venture entered into a purchase and sale
agreement pursuant to which it agreed to sell the Tampa, Florida system (the
"Tampa System") to the General Partner for a sales price of $110,395,667,
subject to working capital adjustments. This price is the average of three
separate, independent appraisals of the fair market value of the Tampa System.
Closing of the sale is expected to occur before the end of 1995. The
Venture's current debt arrangements do not allow the Venture to make
distributions. The General Partner will attempt to renegotiate the Venture's
credit arrangements to allow for distributions. There is no assurance such
refinancing can be completed. If the refinancing is successfully completed,
the Venture expects to distribute approximately $41,700,000 to the
Partnership, which the Partnership in turn will distribute to its limited
partners, giving the Partnership's limited partners an approximate return of
$353 per $1,000 invested in the Partnership. Because the Tampa System does not
constitute all or substantially all of the Venture's assets, no vote of the
limited partners of the Partnership is required in connection with this
transaction.
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CABLE TV FUND 12-D, LTD.
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FINANCIAL CONDITION
For the six months ended June 30, 1995, the Venture generated net cash
from operating activities totaling $8,458,494, which is available to fund
capital expenditures and non-operating costs. Capital expenditures for the
Venture totaled approximately $10,274,000 during the first six months of 1995.
These capital additions were funded by cash generated from operations,
borrowings from the Venture's credit facility, and advances from the General
Partner. Service drops to homes accounted for approximately 36 percent of the
first six months capital expenditures and approximately 25 percent were for the
upgrade of the Albuquerque system. The remaining expenditures related to
various system enhancements in all of the Venture's systems. Expected capital
expenditures for the remainder of 1995 are approximately $6,690,000. Service
drops to homes are anticipated to account for approximately 39 percent of the
expected expenditures. The upgrade of cable television plant in the
Albuquerque system is expected to account for approximately 27 percent of the
capital additions. The remainder of the expenditures relates to various system
enhancements in all of the Venture's systems. Funding for these expenditures
is expected to be provided by cash generated from operations and, if necessary,
in its discretion, advances from the General Partner.
In August 1995, the Venture entered into a purchase and sale agreement
pursuant to which it agreed to sell the Tampa, Florida system (the "Tampa
System") to the General Partner for a sales price of $110,395,667, subject to
working capital adjustments. This price is the average of three separate,
independent appraisals of the fair market value of the Tampa System. Closing
of the sale is expected to occur before the end of 1995. The Venture's
current debt arrangements do not allow the Venture to make distributions. The
General Partner will attempt to renegotiate the Venture's credit arrangements
to allow for distributions. There is no assurance such refinancing can be
completed. If the refinancing is successfully completed, the Venture expects
to distribute approximately $41,700,000 to the Partnership, which the
Partnership in turn will distribute to its limited partners, giving the
Partnership's limited partners an approximate return of $353 per $1,000
invested in the Partnership. Because the Tampa System does not constitute all
or substantially all of the Venture's assets, no vote of the limited partners
of the Partnership is required in connection with this transaction.
The Venture's debt arrangements consist of $93,000,000 of Senior Notes
placed with a group of institutional lenders and an $87,000,000 credit
agreement with a group of commercial bank lenders. The Venture intends to
renegotiate its credit facilities to allow for distributions to the limited
partners of the Venture's constituent partners of a portion of the Tampa
System sale proceeds.
The Senior Notes have a fixed interest rate of 8.64 percent and a
maturity date of March 31, 2000. The Senior Notes call for interest only
payments through March 1996, with interest and accelerating amortization of
principal payments for the next four years. Interest is payable semi-annually.
The Senior Notes carry a "make-whole" premium, which is a prepayment penalty
that protects the lenders in the event that prepaid funds are reinvested at a
rate below 8.64 percent.
The balance outstanding on the credit agreement at June 30, 1995 was
the full $87,000,000. Under the terms of this credit facility, the loan will
convert to a term loan on March 31, 1996 with quarterly installments beginning
June 30, 1996 and a final payment due March 31, 2000. Interest is at the
Venture's option of LIBOR plus 1.25 percent to 1.75 percent, the CD rate plus
1.375 percent to 1.875 percent or the Base Rate plus 0 percent to .50 percent.
The effective interest rates on amounts outstanding on the Venture's term
credit facility as of June 30, 1995 and 1994 were 8.32 percent and 7.44
percent, respectively.
Both lending facilities are equal in standing with the other, and both
are equally secured by the assets of the Venture.
The General Partner presently believes that cash flows from operations
and, in its discretion, advances from the General Partner, will be sufficient
to fund capital expenditures and other liquidity needs of the Venture until the
refinancing of the debt arrangements and the closing of the sale of the Tampa
System.
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RESULTS OF OPERATIONS
Revenues in the Venture's systems totaled $25,395,190 for the three
months ended June 30, 1995 compared to $23,239,439 for the three months ended
June 30, 1994, an increase of $2,155,751, or approximately 9 percent. For the
six month periods ended June 30, revenues totaled $49,553,282 in 1995 compared
to $45,646,691 in 1994, an increase of $3,906,591, or approximately 9 percent.
Since June 30, 1994, the Venture has added 13,418 basic subscribers
representing an increase of approximately 6 percent. Basic subscribers
increased to 232,766 at June 30, 1995 from 219,348 at June 30, 1994. This
increase in the subscriber base accounted for approximately 46 and 50 percent,
respectively, of the three and six month increases in revenues. Basic service
rate adjustments primarily accounted for the remainder of the increases for the
three and six month periods. No other single factor significantly affected the
increases in revenues.
Operating expenses consist primarily of costs associated with the
administration of the Partnership's cable television systems. 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 Venture's systems totaled $14,568,494 for the
three months ended June 30, 1995 compared to $13,998,347 for the similar 1994
period, an increase of $570,147, or approximately 4 percent. For the six month
periods ended June 30, operating expenses totaled $28,657,322 in 1995 compared
to $27,357,147 in 1994, an increase of $1,300,175, or approximately 5 percent.
Operating expenses represented 57 percent and 58 percent of revenues for the
three and six months ended June 30, 1995, respectively, compared to 60 percent
for the three and six months ended June 30, 1994. Increased programming costs
primarily accounted for the increases in operating expenses for the three and
six month periods ended June 30, 1995. No other individual factor contributed
significantly to the increases in operating expenses.
Management fees and allocated overhead from the General Partner totaled
$2,925,500 for the three months ended June 30, 1995 compared to $2,859,309 for
the similar 1994 period, an increase of $66,191, or approximately 2 percent.
For the six month periods ended June 30, management fees and allocated overhead
from the General Partner totaled $5,958,559 in 1995 compared to $5,696,307 in
1994, an increase of $262,252, or approximately 5 percent. These increases
were primarily due to the increases in revenues, upon which such fees and
allocations are based.
Depreciation and amortization expense totaled $6,680,382 for the
quarter ended June 30, 1995 compared to $6,106,215 for the quarter ended June
30, 1994, an increase of $574,167, or approximately 9 percent. For the six
month periods ended June 30, depreciation and amortization totaled $13,364,381
in 1995 compared to $12,533,322 in 1994, an increase of $831,059, or
approximately 7 percent. These increases were due primarily to capital
additions during 1994.
The Venture reported operating income of $1,220,814 for the three month
period ended June 30, 1995 compared to operating income of $275,569 for the
similar 1994 period, an increase of $945,245. For the six month periods ended
June 30, the Venture's operating income totaled $1,573,020 in 1995 compared to
$59,915 in 1994, an increase of $1,513,105. These increases were due to the
increases in revenues exceeding the increases in operating expenses, management
fees and allocated overhead expenses from the General Partner and depreciation
and amortization expense. Operating income before depreciation and
amortization totaled $7,901,196 for the quarter ended June 30, 1995 compared to
$6,381,784 for the similar 1994 period, an increase of $1,519,412, or
approximately 24 percent. For the six month periods ended June 30, operating
income before depreciation and amortization totaled $14,937,401 in 1995
compared to $12,593,237 in 1994, an increase of $2,344,164, or approximately 19
percent. These increases were due to the increases in revenues exceeding the
increases in operating expenses and management fees and allocated overhead from
the General Partner.
Interest expense totaled $3,970,481 for the three months ended June 30,
1995 compared to $3,294,996 for the similar 1994 period, an increase of
$675,485, or approximately 21 percent . For the six month periods ended June
30, interest expense totaled $7,915,623 in 1995 compared to $6,316,338 in 1994,
an increase of $1,599,285, or approximately 25 percent. These increases were
due primarily to higher balances on interest bearing obligations and higher
effective interest rates.
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Net loss decreased $311,539, or approximately 13 percent to $2,026,975,
from $2,338,514 for the three months ended June 30, 1995 and 1994,
respectively. For the six month periods ended June 30, net loss totaled
$4,731,312 in 1995 compared to $4,795,105 in 1994, a decrease of $63,793, or
approximately 1 percent. These losses were due to the factors discussed above
and are expected to continue.
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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
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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 12-D, 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, 1995
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EXHIBIT INDEX
Exhibit No. Exhibit Description Page
----------- ------------------- ----
27 Financial Data Schedule