UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange act of 1934
For the quarterly period ended March 31, 1996
Commission file number:
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
RIFKIN ACQUISITION CAPITAL CORP.
(Exact name of registrant as specified in its charter.)
Colorado 84-1317717
Colorado 84-1341424
(State of Incorporation)(I.R.S. Employer Identification No.)
360 South Monroe St., Suite 600
Denver, Colorado 80209
(Address of principal executive offices)(zip code)
Registrant's Telephone Number: (303) 333-1215
Indicated 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[ ] No [X]
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
<CAPTION>
Three Months Ended
March 31,
1995(a) 1996
___________ ___________
<S> <C> <C>
Revenue:
Service................................ $11,089,681 $14,070,866
Installation and other................. 730,170 1,411,864
___________ ___________
Total revenue 11,819,851 15,482,730
Costs and Expenses:
Operating Expense...................... 1,928,157 2,210,856
Programming Expense.................... 2,420,571 3,108,977
Selling, general and administrative
expense.............................. 1,659,254 2,079,253
Depreciation and amortization.......... 5,986,408 7,286,183
Management Fees........................ 413,644 522,286
Loss on disposal of assets............. 41,434 140,245
___________ __________
Total costs and expenses......... 12,449,468 15,347,800
Operating income (loss) (629,617) 134,930
Interest expense....................... 3,155,109 5,153,044
___________ ___________
Loss before income taxes (3,784,726) (5,018,114)
Income tax benefit..................... (477,000) (845,000)
____________ ____________
Net loss............................... $(3,307,726) $(4,173,114)
Other Financial Data:
Adjusted EBITDA........................ $ 5,398,225 $ 7,166,093
<FN>
(a) 1995 has been reflected on a pro forma basis to account for the
recapitalization discussed in Note 1.
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
CONSOLIDATED BALANCE SHEET
<CAPTION
ASSETS
December 31, March 31,
1995 1996
(UNAUDITED)
___________ _____________
<S> <C> <C>
Cash................................... $ 318,020 $ 6,166,666
Subscriber accounts receivable,
net of allowance for doubtful
accounts of $292,626 in 1995
and $338,024 in 1996............... 884,908 994,884
Other receivables...................... 1,542,667 1,502,296
Prepaid expenses and other............. 924,229 1,266,788
Property, plant and equipment at cost:
Cable television transmission and
distribution systems and related
equipment.......................... 73,994,528 93,695,252
Land, building, vehicles and
furniture and fixtures............. 3,159,116 4,319,699
__________ ___________
77,153,644 98,014,951
Less accumulated depreciation.......... (2,741,453) (5,075,954)
Net property, plant and equipment 74,412,191 92,938,997
__________ ___________
Franchise costs and other intangible
assets, net of accumulated
amortization of $5,128,754 in 1995
and $9,658,456 in 1996............. 159,963,395 204,335,900
____________ ____________
Total assets................. $238,045,410 $307,205,531
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND PARTNERS' CAPITAL
<S> <C> <C>
Accounts payable and accrued
liabilities.......................... $ 5,867,584 $ 6,839,137
Subscriber deposits and prepayments.... 961,528 1,182,535
Interest payable....................... 91,273 2,584,948
Deferred taxes payable................. 21,127,000 20,274,000
Notes payable.......................... 137,500,000 193,000,000
Total liabilities............. 165,547,385 223,880,620
Commitments (Note 7)
Redeemable partners' interests....... 3,600,000 3,880,000
Partners' capital (deficit)
General partner...................... (1,085,311) (1,012,042)
Limited partners..................... 69,421,043 79,919,699
Preferred equity interest............ 562,293 537,254
Total partners' capital...... 68,898,025 79,444,911
Total liabilities and
partners' capital.......... $238,045,410 $307,205,531
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
CONSOLIDATED STATEMENT OF CASH FLOW (UNAUDITED)
<CAPTION>
Three Months Ended
March 31,
1995(a) 1996
___________ ____________
<S> <C> <C>
Cash flows from operating activities:
Net loss................................. $(3,307,726) $(4,173,114)
Adjustments to reconcile net loss to
net cash provided by operating
activities:
Depreciation and amortization........ 5,986,408 7,286,183
Amortization of deferred loan cost 104,547 231,213
Loss on disposal of fixed assets..... 41,434 140,245
Decrease (increase) in subscriber
accounts receivable................ 267,610 (109,976)
Decrease in other receivables........ 140,720 40,371
Decrease (increase) in prepaid
expenses and other................. 105,050 (342,559)
Increase (decrease) in accounts
payable and accrued liabilities.... (236,844) 971,553
Increase in subscriber deposits
and prepayments.................... 110,251 221,007
Decrease in deferred taxes payable... (477,000) (853,000)
Increase (decrease) in interest
payable............................ (114,776) 2,493,675
__________ ___________
Net cash provided by operating
activities...................... 2,619,674 5,905,598
Cash flows from investing activities:
Acquisition of Mid-Tennessee Systems..... - (61,804,006)
Additions to property, plant and
equipment.............................. (1,800,721) (3,025,400)
Additions to cable television
franchises, net of retirements
and changes in other intangible
assets................................. (75,000) (33,959)
___________ ___________
Net proceeds from the sale of assets 14,065 47,253
Net cash used in investing
activities...................... (1,861,656) (64,816,112)
Cash flows from financing activities
Proceeds from issuance of senior
subordinated notes..................... - 125,000,000
Proceeds from long-term bank debt........ 4,000,000 4,000,000
Deferred loan costs...................... - (5,740,840)
Payments of long-term bank debt.......... (4,000,000) (73,500,000)
Partners' capital contributions.......... - 15,000,000
___________ ____________
Net cash provided by financing
activities...................... - 64,759,160
___________ ____________
Net increase in cash..................... 758,018 5,848,646
Cash at beginning of quarter............. 1,196,651 318,020
___________ ___________
Cash at end of quarter................... $ 1,954,669 $ 6,166,666
<FN>
(a) 1995 has been reflected on a pro forma basis to account for the recapitalization
discussed in Note 1.
See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
RIFKIN ACQUISITION PARTNERS, L.P.
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL(DEFICIT)
(UNAUDITED)
Three Months Ended March 31, 1995 and 1996
<CAPTION>
Preferred
Equity General Limited
Interest Partner Partners Total
_____________ ____________ ____________ _____________
<S> <C> <C> <C> <C>
Beginning balance at 1/1/95.. $ - $ (554,220) $(84,502,476) $(85,056,696)
Net loss for the quarter
ended 3/31/95.............. - (25,452) (2,519,714) (2,545,166)
Balance at 3/31/95........... $ - $ (579,672) $(87,022,190) $(87,601,862)
Beginning balance at 1/1/96.. $ 562,293 $(1,085,311) $69,421,043 $68,898,025
Net loss for the quarter
ended 3/31/96.............. (25,039) (41,731) (4,106,344) (4,173,114)
Partners' contributions...... - 150,000 14,850,000 15,000,000
Transfer to Redeemable
Partners' Interest......... - (35,000) (245,000) (280,000)
Balance at 3/31/96........... $ 537,254 $(1,012,042) $79,919,699 $79,444,911
<FN>
See accompanying notes to financial statement.
</TABLE>
<PAGE>
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. General Information and Transfer of Net Assets
Rifkin Acquisition Partners, L.P. ("RAP L.P.") was formed on
December 16, 1988, pursuant to the laws of the State of Colorado,
for the purpose of acquiring and operating cable television (CATV)
systems. On September 1, 1995, RAP L.P. registered as a limited
liability limited partnership, Rifkin Acquisition Partners,
L.L.L.P. (the "Partnership"), pursuant to the laws of the State of
Colorado. Rifkin Acquisition Management, L.P., was the general
partner of RAP L.P. and is the general partner of the Partnership
("General Partner"). The Partnership and its subsidiaries are
hereinafter referred to on a consolidated basis as the "Company."
The Partnership operates under a limited liability limited
partnership agreement (the "Partnership Agreement") which
establishes contribution requirements, enumerates the rights and
responsibilities of the partners and advisory committee, provides
for allocations of income, losses and distributions, and defines
certain items relating thereto.
On September 1, 1995, unrelated third party investors purchased the
interest of certain limited partners in RAP L.P. and contributed
additional equity for an approximate 89% limited partner interest.
In addition, existing RAP L.P. limited and general interests were
carried over and additional equity contributed for 10% and 1%,
respectively (the "Carryover Interests"). Further, on September 1,
1995, RAP L.P. was renamed Rifkin Acquisition Partners, L.L.L.P.
and a new basis of accounting was established.
This form 10-Q is being filed in conformity with the SEC
requirements for unaudited consolidated financial statements for
the Company and does not contain all of the necessary footnote
disclosures required for a fair presentation of the balance sheets,
statements of operations, of partners' capital(deficit), and of
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 Company's consolidated
financial position at March 31, 1996, and its consolidated results
of operations and cash flows for the three months ended March 31,
1995 and 1996. As a result of the recapitalization of the Company,
the consolidated statements of operations and cash flows for the
three months ended March 31, 1995 are shown on a pro forma basis to
reflect the recapitalization as if it had occurred on December 31,
1994. The consolidated financial statements should be read in
conjunction with the Company's annual consolidated financial
statements and notes thereto included on Form S-1, No. 333-3084,
for the year ended December 31, 1995. The results of operations
for the three months ended March 31, 1996 may not be indicative of
the results for the year ending December 31, 1996.
2. Acquisition of Cable Properties
On March 1, 1996, the Company acquired certain cable operating
assets ("Mid-Tennessee Systems") from Mid-Tennessee CATV, L.P., an
affiliate of the General Partner. The acquisition cost was funded
by $15 million of additional partner contributions and the
remainder from a portion of the proceeds received from the issuance
of $125 million of 11 1/8% Senior Subordinated Notes due 2006 (see
note 3).
The acquisition was accounted for using the purchase method of
accounting, and the results of operations of the Mid-Tennessee
Systems have been included in the consolidated financial statements
since March 1, 1996. The purchase price was allocated based on
estimated fair values from an independent appraisal, to property,
plant and equipment and franchise cost as follows (dollars in
thousands):
Cash paid to Mid-Tennessee CATV, L.P............ $61,715
Acquisition costs (appraisal, transfer fees, and other
direct costs).............................. 92
Working capital assumed......................... (3)
_______
Total acquisition cost.......................... $61,804
Allocation:
Property, plant and equipment................... $18,046
Franchise cost and other intangible assets...... 43,758
Total cost allocated............................ $61,804
The following unaudited pro forma information presents a summary of
consolidated results of operations for the Company as if the Mid-
Tennessee Systems acquisition had occurred at the beginning of
1995, with pro forma adjustments to show the effect on depreciation
and amortization for the acquired assets, management fees on
additional revenues and interest expense on additional debt
(dollars in thousands):
Quarter ended March 31, 1995 1996
Total revenues....................... $14,623 $17,556
Net loss............................. 6,551 5,101
The pro forma financial information is not necessarily indicative
of the operating results that would have occurred had the Mid-
Tennessee Systems actually been acquired on January 1, 1995.
Subsequent to the March 31, 1996 financial statement date, the
Company acquired, on April 1, 1996, the cable operating assets of
Rifkin Cablevision of Tennessee, Ltd (RCT), also an affiliate of
the General Partner, for an aggregate purchase price of
approximately $10,200,000.
3. Senior Subordinated Notes
On January 26, 1996, the Company and its wholly-owned subsidiary,
Rifkin Acquisition Capital Corp (RAC), co-issued a $125 million
aggregate principal amount of 11 1/8% Senior Subordinated Notes
("the Notes") to institutional investors. On May 13, 1996, these
notes were registered with the Securities and Exchange Commission.
Interest on the Notes is payable in cash, semi-annually on January
15 and July 15 of each year, commencing on July 15, 1996. The
Notes, which mature on January 15, 2006, can be redeemed in whole
or in part, at the Issuers' option, at any time on or after January
15, 2001, at redeemable prices contained in the Notes plus accrued
interest. In addition, at any time on or prior to January 15,
1999, the Issuers, at their option, may redeem up to 25% of the
principle amount of the notes issued to institutional investors of
not less than $25 million. At March 31, 1996, the Senior
Subordinated Notes have a balance of $125 million.
<PAGE>
<TABLE>
RIFKIN ACQUISITION CAPITAL CORP.
BALANCE SHEET (UNAUDITED)
March 31, 1996
<CAPTION>
ASSETS
<S> <C>
Cash........................................................... $1,000
Total Assets......................................... $1,000
STOCKHOLDER'S EQUITY
Stockholder's Equity
Common Stock; $1.00 par value; 10,000 shares authorized,
1000 shares issued and outstanding................. $1,000
Total Stockholder's equity....................... $1,000
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
RIFKIN ACQUISITION CAPITAL CORP.
NOTES TO BALANCE SHEET
1. Organization and Summary of Significant Accounting Policies
Organization
Rifkin Acquisition Capital Corp. ("RAC"), a Colorado
corporation, was formed on January 24, 1996, as a wholly-
owned subsidiary of Rifkin Acquisition Partners, L.L.L.P.
(the "Partnership") for the purpose of co-issuing, with the
Partnership, $125.0 million in Senior Subordinated Notes
("the Notes") used to repay advances under the Partnership's
term debt and to fund the Partnership's expected
acquisitions of certain cable television systems. Although
the Notes were structured to be co-issued, Notes were not
issued by RAC. RAC does not and is not expected to have
operations other than that which is related to its purpose
as co-issuer.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Three months ended March 31, 1996 compared to pro forma three
months ended March 31, 1995
In August 1995, Rifkin Acquisition Partners, L.L.L.P. (the
"Company") effected a recapitalization in which a group led by
VS&A Communications Partners II, L.P. and further comprised of
Greenwich Street (RAP) Partners I, L.P., IEP Holdings I LLC and
Paine Webber Capital, Inc. acquired the interests of certain
limited partners in Rifkin Acquisition Partners, L.P.
("Predecessor"). At the same time all of the Predecessor's debt
was paid off and the Company entered into a Credit Agreement with
a bank. In addition, in January 1996, the Company completed the
issuance of $125 million of 11 % Senior Subordinated Notes due
2006 ("Notes") and amended its Credit Agreement to provide
ongoing borrowing availability, including availability to finance
acquisitions.
The recapitalization was accounted for using the purchase method
of accounting, resulting in the restatement of the Company's
assets and liabilities to fair market value as of September 1,
1995. In the discussion of operations which follows, the
Company's results of operations for the three months ended March
31, 1995 are reflected on a pro forma basis to account for the
recapitalization as if it had occurred on December 31, 1994.
Revenue increased 31.0%, or approximately $3.7 million, to
approximately $15.5 million for the three months ended March 31,
1996 from approximately $11.8 million for the three months ended
March 31, 1995. This increase resulted from the following: (a)
approximately $1.8 million from growth in basic subscribers and
increases in basic and tier rates, (b) approximately $1.1 million
in total revenue as a result of the March 1, 1996 acquisition of
cable systems serving Hickory Hill, Lebanon and McMinnville,
Tennessee ("Mid-Tennessee Acquisition"), (c) approximately
$600,000 in increased non-recurring interest income related to
the escrowed Notes proceeds, and (d) approximately $200,000 from
increases in miscellaneous revenue sources. The number of basic
subscribers increased 33.4% to approximately 167,300 at March 31,
1996 from approximately 125,500 at March 31, 1995. This increase
was attributable to the approximate 33,500 subscribers acquired
in the Mid-Tennessee Acquisition along with the continued growth
in the Georgia (4,900) and Tennessee (2,800) systems. Average
monthly revenue per subscriber increased 5.2% from $31.58 for the
three months ended March 31, 1995 to $33.21 for 1996. Premium
service units increased 32.3% to 102,100 as of March 31, 1996,
from 77,100 as of March 31, 1995, due in large part to the Mid-
Tennessee Acquisition (20,800) and to the Company's promotion of
discounted premium service packages designed to enhance
subscriber value and enable the Company to take advantage of
programming cost incentives based on premium service unit growth.
The Company's premium penetration decreased to 61.0% from 61.5%
between the comparable periods in 1996 and 1995 due mainly to
decreased premium penetrations in Tennessee as a result of moving
Disney from premium to tier in certain of its systems.
Operating expense, which includes costs related to technical
personnel, franchise fees and repairs and maintenance, increased
14.7%, or approximately $300,000, to approximately $2.2 million
for the three months ended March 31, 1996 from approximately $1.9
million in 1995, but decreased as a percentage of revenue to
14.3% from 16.3% due to the impact of basic and tier revenue rate
increases effected in early 1996. Approximately $200,000 of the
increase relates to the operating expense of the acquired systems
in the Mid-Tennessee Acquisition.
Programming expense, which includes costs related to basic, tier
and premium services, increased 28.4%, or approximately $700,000,
to approximately $3.1 million for the three months ended March
31, 1996 from approximately $2.4 million for the three months
ended March 31, 1995, but decreased as a percentage of revenue to
20.1% from 20.5%, again due to the impact of basic and tier
revenue rate increases effected in early 1996. Approximately
$200,000 of the increase relates to the programming expenses of
the acquired systems in the Mid-Tennessee Acquisition.
Selling, general and administrative expense, which includes
expenses related to on-site office and customer-service
personnel, customer billing and postage and marketing, increased
25.3%, or approximately $400,000, to approximately $2.1 million
for the three months ended March 31, 1996 from $1.7 million for
the same period in 1995. As a percentage of revenue, selling,
general and administrative expense decreased to 13.4% for the
three months ended March 31, 1996 from 14.0% for the same period
in 1995. Approximately $200,000 of the increase resulted from
the provision for the management incentive plan which became
effective January 1, 1996 and approximately $100,000 of the
increase resulted from increases in personnel and related
benefits costs, while approximately $100,000 related to the
selling, general and administrative expense of the acquired
systems in the Mid-Tennessee Acquisition.
Depreciation and amortization expense of approximately $7.3
million for the three months ended March 31, 1996 increased
approximately $1.3 million from pro forma depreciation and
amortization expense for the same period in 1995. The increases
in depreciation resulted primarily from increases of
approximately $1.8 million in the first quarter of 1995 and
approximately $3.0 million in the comparable period in 1996 in
property, plant and equipment. The increases in amortization
expense resulted primarily from the additional amortization
related to the Mid-Tennessee Acquisition. As a percentage of
revenue, depreciation and amortization expenses decreased to
47.1% in the first quarter of 1996 from 50.6% in the comparable
period in 1995.
Management fees, at 3.5% of gross revenue, increased to $500,000
in the first quarter of 1996 from a pro forma $400,000 in the
comparable period of 1995, due to the increase in the Company's
revenue as a result of rate increases as well as the Mid-
Tennessee Acquisition.
The loss on disposal of assets, primarily the write-off of
replaced house drops and rebuilt trunk and distribution
equipment, increased to approximately $100,000 in the first
quarter of 1996 from nearly zero in the first quarter of 1995.
Interest expense in the first quarter of 1996 increased by
approximately $2.0 million or 63.3% over pro forma interest for
the same period in 1995 and increased as a percentage of revenue
from 26.7% to 33.3%. Interest expense was based on an average
debt balance of approximately $212.1 million with an average
interest rate of 9.7% and an average debt balance $138.0 million
with average interest rate of 9.0% for the first quarters of 1996
and 1995, respectively. This increase was primarily a result of
the issuance of the Notes on January 26, 1996 with proceeds being
held in escrow until March 1, 1996, as per the agreement. The
release from escrow allowed the paydown of $66.0 million of the
revolver portion of the Credit Agreement.
The Company is a "pass-through" entity for income tax purposes.
All income or loss flows through to the partners of the Company
in accordance with the Partnership Agreement. An income tax
benefit of approximately $800,000 was recorded for the first
quarter of 1996 compared to an income tax benefit of
approximately $500,000 for the comparable period in 1995 on a pro
forma basis and relates to deferred income taxes recorded as a
result of the non-cash tax liability of the Company's corporate
subsidiaries in conjunction with the application for Financial
Accounting Standard No. 109 (FAS 109), "Accounting for Income
Taxes."
As a result of the factors discussed above, net loss increased
26.2%, or approximately $900,000, in the first quarter of 1996
compared with the first quarter of 1995.
Adjusted EBITDA, defined as income (loss) before interest
expense, income taxes, depreciation and amortization, loss on
disposal of assets, non-recurring interest income (related to the
escrowed Notes proceeds) and the non-cash provision for the
management incentive plan increased 32.7%, or approximately $1.8
million, to approximately $7.2 million in 1996 from a pro forma
$5.4 million in 1995. As a percentage of revenue, Adjusted
EBITDA increased to 46.3% in the first quarter of 1996 from
45.7% in the comparable period in 1995 as the impact of the
Company's percentage revenue growth out paced the percentage
expense growth. Industry analysts generally consider Adjusted
EBITDA to be an appropriate measure of the performance of multi-
channel television operations. Adjusted EBITDA is not presented
in accordance with generally accepted accounting principles and
should not be considered an alternative to, or more meaningful
than, operating income or operating cash flow as an indication of
the Company's operating performance.
LIQUIDITY AND CAPITAL RESOURCES
The Company has relied upon cash generated by operations,
borrowing and equity contributions to fund capital expenditures
and acquisitions, service its indebtedness and finance its
working capital needs. During the comparable three month periods
ended March 31, 1996 and 1995, net cash provided by operations
(including changes in working capital) of the Company was
approximately $2.6 million and $5.9 million, respectively.
From December 31, 1995 to March 31, 1996, the Company's available
cash increased from approximately $300,000 to approximately $6.2
million as a result of the temporary excess funds earmarked for
the acquisition of systems located in Pulaski, Fayetteville and
Lawrenceburg, Tennessee (RCT). This acquisition closed on April
1, 1996 and required an approximate $10.2 million cash outlay.
For the same comparable dates, accounts payable and accrued
liabilities increased by approximately $1.0 million to
approximately $6.8 million, due primarily to the liabilities and
accruals related to the systems acquired in the Mid-Tennessee
Acquisition. Interest payable increased from approximately
$100,000 to approximately $2.6 million for the same comparable
dates due primarily to the increased debt level as well as the
effect of the timing of payments. Also, for the same comparable
dates, deferred taxes payable decreased approximately $900,000 to
approximately $20.3 million as a result of differences in book
and tax depreciation and amortization lives and methods. Notes
payable increased by $55.5 million from December 31, 1995 to
March 31, 1996 due to the January 26, 1996 issuance of the Notes
offset by the paydown of the revolver portion of the Credit
Agreement.
In order to improve its liquidity and increase its financial
flexibility, the Company completed its recapitalization in August
1995. In connection with the recapitalization, the Company
obtained $41.6 million in new equity, made initial borrowing of
$138 million under a new credit facility and assumed $3 million
of subordinated debt. The proceeds of such debt and equity
financings were used to refinance or repay all of the Company's
indebtedness and provide ongoing liquidity for the Company.
Additionally, in conjunction with the issuance of the Notes, the
partners of the Company contributed an additional $15 million of
equity.
The Company has increased its total consolidated debt to
approximately $193 million as of March 31, 1996 from $137.5
million at December 31, 1995. The Company has unused commitments
under the Amended and Restated Credit Agreement of $80.0 million,
$20.0 million of which is available for general corporate
purposes. Access to the remaining $60 million of availability
under the Amended and Restated Credit Agreement for general
corporate purposes or Permitted Acquisitions (as defined in the
Amended and Restated Credit Agreement) is subject to the
Company's compliance with all covenants in such facility and the
Company's Total Funded Debt Ratio (defined as the ratio of funded
indebtedness of the Company to annualized Adjusted EBITDA based
on the most recent quarter) being below 6.25x. As of March 31,
1996, the Company's Total Funded Debt Ratio was 6.02x. Interest
payments on the Notes and interest and principal payments under
the Amended and Restated Credit Agreement represent significant
liquidity requirements for the Company. The Amended and Restated
Credit Agreement provides for two term loan facilities in a total
amount of $65 million. Term Loan A in the amount of $25 million,
matures on March 31, 2003 and begins amortizing on March 31,
2000. Term Loan B in the amount of $40 million, matures March
31, 2004 and begins amortizing March 31, 2002. The Amended and
Restated Credit Agreement also provides for an $80 million
reducing revolving facility with a final maturity date of March
31, 2003. The revolving facility will be subject to permanent
annual commitment reductions commencing in 1997. Borrowings
under the Amended and Restated Credit Agreement will bear
interest at floating rates and will require interest payments on
various dates depending upon the interest rate options selected
by the Company.
In addition to its debt service obligations, the Company will
require liquidity for capital expenditures and working capital
needs. The cable television business requires substantial
financing for construction, expansion and maintenance of plant
and the Company has committed substantial capital resources to
(i) expand its cable systems; (ii) conduct routine replacement of
cable television plant; and (iii) increase the channel capacity
of certain systems.
The Company expects that cash flow from operating activities and
available borrowings will be sufficient to meet its debt service
obligations, anticipated capital expenditure requirements and
working capital needs for the next twelve months, as well as
through the maturity date of the Notes.
The Amended and Restated Credit Agreement and the Indenture
restrict, among other things, the Company's and the Subsidiary
Guarantors' ability to incur additional indebtedness, incur
liens, pay distributions or make certain other restricted
payments, consummate certain asset sales, enter into certain
transactions with affiliates, merge or consolidate with any other
person or sell, assign, transfer, lease, convey or otherwise
dispose of all or substantially all of the assets of the Company.
The Amended and Restated Credit Agreement also requires the
Company to maintain specified financial ratios and satisfy
certain financial condition tests. The obligations under the
Amended and Restated Credit Agreement are secured by (i) a pledge
of all of the equity interest of the Company's subsidiaries and
(ii) subject to certain exceptions, a perfected first priority
security interest in all tangible and intangible assets.
<PAGE>
<TABLE>
PART II. FINANCIAL INFORMATION
ITEM 5. Other Information
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
REVENUE AND OPERATING CASH FLOW REPORT
(UNAUDITED)
Three Months Ended March 31, 1995 and 1996
<CAPTION>
REVENUES:
1995 1996
___________ ___________
<S> <C> <C>
Georgia................................ $ 4,534,155 $ 5,497,034
Illinois............................... 2,156,180 2,378,755
Michigan............................... 929,635 1,051,969
RTL-Tennessee.......................... 4,198,768 4,885,866
RAP-Tennessee.(3)...................... - 1,058,532
Other(2)............................... 1,113 610,574
___________ ___________
Total........................ $11,819,851 $15,482,730
OPERATING CASH FLOW(1):
Georgia................................ $ 2,161,883 $ 2,817,913
Illinois............................... 1,098,225 1,211,724
Michigan............................... 442,377 535,746
RTL-Tennessee.......................... 2,119,473 2,553,289
RAP-Tennessee.(3)...................... - 527,815
Other.................................. (10,089) 602,157
___________ ___________
Total........................ $ 5,811,869 $ 8,248,644
OPERATING CASH FLOW AS A PERCENT OF REVENUES:
Georgia................................ 47.7% 51.3%
Illinois............................... 50.9% 50.9%
Michigan............................... 47.6% 50.9%
RTL-Tennessee.......................... 50.5% 52.3%
RAP-Tennessee.(3)...................... - 49.9%
______ ______
Total (excluding other)...... 49.2% 51.4%
<FN>
(1) Excludes management fee expense of $413,644 and $522,286 net losses related
to the disposition of certain plant assets of $41,434 and $140,245 for the
quarters ended March 31, 1995 and 1996, respectively, and non-cash management
incentive plan expense of $165,000 for the quarter ended March 31, 1996.
(2) Principally interest income. In addition, 1996 includes interest income from
Senior Subordinated Notes proceeds held in escrow from January 31, 1996
through March 1, 1996, totalling $560,265.
(3) Activity relates to the Mid-Tennessee Systems acquired on March 1, 1996.
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Denver,
State of Colorado, as of August 7, 1996.
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
By: Rifkin Acquisition Management, L.P.
a Colorado limited partnership, its
general partner
By: RT Investments Corp., a Colorado
corporation, its general partner
By: /s/ Dale D. Wagner
Dale D. Wagner
Its: Vice President & Assistant
Treasurer (Principal Financial
Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001011701
<NAME> RIFKIN ACQUISITION CAPITAL CORP
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-01-1996
<CASH> 6,167
<SECURITIES> 0
<RECEIVABLES> 995
<ALLOWANCES> 338
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 98,015
<DEPRECIATION> 5,076
<TOTAL-ASSETS> 307,206
<CURRENT-LIABILITIES> 0
<BONDS> 193,000
0
0
<COMMON> 0
<OTHER-SE> 83,325
<TOTAL-LIABILITY-AND-EQUITY> 307,206
<SALES> 0
<TOTAL-REVENUES> 15,483
<CGS> 0
<TOTAL-COSTS> 15,208
<OTHER-EXPENSES> 140
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,153
<INCOME-PRETAX> (5,018)
<INCOME-TAX> (845)
<INCOME-CONTINUING> (4,173)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,173)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
