TCA CABLE TV INC
10-Q, 1995-03-17
CABLE & OTHER PAY TELEVISION SERVICES
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q


    (Mark One)
 [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934

              For the quarterly period ended:  January 31, 1995
                                      

                                       OR


 [   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

  For the transition period from _______________ to  _______________


                            Commission File 0-11478


                               TCA CABLE TV, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                                  <C>
             Texas                                               75-1798185
- -------------------------------                      ------------------------------------
(State or other jurisdiction of                      (IRS Employer Identification Number)
incorporation or organization)


  3015 S. E. Loop 323, Tyler, Texas                                75701
- ----------------------------------------                         ----------
(Address of principal executive offices)                         (Zip Code)
</TABLE>

Registrant's telephone number, including area code: 903/595-3701


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
                             --------                     --------

   The number of shares outstanding of each of the registrant's classes of
                    common stock as of March 15, 1995 was:

                      24,537,035 shares of common stock




                                       1

<PAGE>   2


                      TCA CABLE TV, INC. AND SUBSIDIARIES

                               TABLE OF CONTENTS





<TABLE>
<CAPTION>
                                                                                       Page No.          
                                                                                       --------          
<S>                                                                                      <C>             
PART I - FINANCIAL INFORMATION                                                                           
                                                                                                         
                                                                                                         
       Consolidated Balance Sheets - January 31, 1995 and October 31, 1994                3              
                                                                                                         
       Consolidated Statements of Operations -                                                           
            Three months ended January 31, 1995 and 1994                                  4              
                                                                                                         
       Consolidated Statement of Shareholders' Equity -                                                  
            Three months ended January 31, 1995                                           5              
                                                                                                         
       Consolidated Statements of Cash Flows -                                                           
            Three months ended January 31, 1995 and 1994                                 6-7             
                                                                                                         
       Notes to Consolidated Financial Statements                                         8              
                                                                                                         
       Management's Discussion and Analysis of Financial                                                 
            Condition and Results of Operations                                           9              
                                                                                                         
PART II - OTHER INFORMATION                                                               9              
                                                                                                         
       SIGNATURES                                                                         10             
</TABLE>                                                                





                                       2


<PAGE>   3
                      TCA CABLE TV, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS





<TABLE>  
<CAPTION> 
                                                  January 31,       October 31                
                 ASSETS                             1995               1994                   
                                               --------------      ------------               
                                                 (Unaudited)                                                                   
<S>                                            <C>                 <C>                                                         
Cash                                           $    2,447,776         2,445,112                                                
                                               --------------      ------------               
Accounts receivable, subscribers                    5,324,633         4,913,712                                                
                                               --------------      ------------               
Accounts receivable, other                            145,222           164,904                                                
                                               --------------      ------------               
Investments                                         2,087,693         2,223,038                                                
                                               --------------      ------------               
                                                                                              
Property, plant and equipment, at cost:                                                                                        
   Land                                             2,661,555         2,661,055                                                
   Distribution systems                           249,601,066       243,607,084                                                
   Transportation equipment                         6,669,382         6,513,387                                                
   Other                                           23,408,062        22,553,063                                                
                                               --------------      ------------               
                                                  282,340,065       275,334,589                                                
   Less accumulated depreciation                 (167,563,804)     (162,749,992)                                               
                                               --------------      ------------               
                                                  114,776,261       112,584,597               
                                               --------------      ------------               
                                                                                              
Other assets:                                                                                                                  
   Intangibles, net of accumulated                                                                                             
     amortization of $66,645,281 and                                                                                           
     $65,132,499, respectively                    161,875,391       163,386,733                                                
   Prepaid expenses                                 1,362,396           494,839                                                
                                               --------------      ------------               
                                                  163,237,787       163,881,572                                                
                                               --------------      ------------               
                                                                                                                               
                                                                                                                               
                                                                                                                               
                                                                                                                               
                                                                                                                               
                                               $  288,019,372      $286,212,935                                                
                                               ==============      ============               
                                                                                              
</TABLE>  


<TABLE>
<CAPTION>
                                                January 31,    October 31,   
               LIABILITIES                          1995           1994      
                                               ------------    ------------
                                                (Unaudited)                  
<S>                                            <C>             <C>           
Accounts payable                               $  9,164,198      5,357,363   
Accrued expenses                                  9,512,729     11,276,727   
Subscriber advance payments                       4,094,206      3,739,313   
Income taxes payable                              4,120,415        495,278   
Deferred income taxes                            41,450,000     40,000,000   
Term debt                                       116,945,741    126,447,345   
                                               ------------   ------------                           
                                                185,287,289    187,316,026                           
                                               ------------   ------------                                
Contingencies and commitments                                                
                                                                             
          SHAREHOLDERS' EQUITY                                               
                                                                             
Preferred stock, $1.00 par value,                                            
  5,000,000 shares authorized; none                                          
  issued                                                                     
Common stock, $.10 par value, 60,000,000                                     
  shares authorized; 24,740,259 and                                          
  24,733,261 shares issued, respectively          2,474,026      2,473,326   
Additional paid-in capital                       43,007,469     42,860,849   
Retained earnings                                61,054,342     56,266,488   
                                               ------------   ------------                           
                                                106,535,837    101,600,663   
Less treasury stock at cost,                                                 
  209,828 and 159,828 shares, respectively       (3,803,754)    (2,703,754)  
                                               ------------   ------------                           
                                                102,732,083     98,896,909   
                                               ------------   ------------                           
                                               $288,019,372   $286,212,935   
                                               ============   ============

</TABLE>




                  The accompanying notes are an integral part
                   of the consolidated financial statements.





<PAGE>   4
                      TCA CABLE TV, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)




<TABLE>
<CAPTION>
                                                                     Three Months Ended
                                                                          January 31,
                                                                -----------------------------
                                                                    1995             1994
                                                                -----------------------------
<S>                                                             <C>              <C>         
CATV revenues                                                   $43,304,289      $39,278,593 
                                                                -----------      ----------- 
Operating expenses:                                                                          
  Salaries, wages and benefits                                    7,555,713        6,908,333 
  Programming costs                                               9,879,460        8,871,453 
  Other operating expenses                                        1,483,699        1,286,183 
  Selling, general and administrative                             2,574,905        2,664,784 
  Depreciation and amortization                                   6,326,594        8,352,263 
                                                                -----------      ----------- 
                                                                 27,820,371       28,083,016 
                                                                -----------      ----------- 
  Operating income                                               15,483,918       11,195,577 
                                                                                             
                                                                                             
Other income                                                         72,804          658,233 
Interest expense                                                 (2,469,558)      (2,489,326)
                                                                -----------      ----------- 
  Income before income taxes                                     13,087,164        9,364,484 
                                                                -----------      ----------- 
Provision for income taxes:                                                                  
  Current                                                         3,900,000        2,800,000 
  Deferred                                                        1,450,000          800,000 
                                                                -----------      ----------- 
                                                                  5,350,000        3,600,000 
                                                                -----------      ----------- 
  Income before cumulative effect of change                                                  
     in accounting principle                                      7,737,164        5,764,484 
                                                                                             
  Cumulative effect of change in accounting principle                             (1,900,000)
                                                                -----------      ----------- 
                                                                                             
   Net income                                                   $ 7,737,164      $ 3,864,484 
                                                                ===========      =========== 
  Earnings per common share before cumulative                                                  
     effect of change in accounting principle                   $      0.31      $      0.23 
                                                                                             
Cumulative effect of change in accounting principle                                    (0.07)
                                                                -----------      ----------- 
                                                                                             
Earnings per common share                                       $      0.31      $      0.16 
                                                                ===========      =========== 
</TABLE>                                                                    





                  The accompanying notes are an integral part
                   of the consolidated financial statements.

                                       4
<PAGE>   5
                      TCA CABLE TV, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                  (UNAUDITED)




<TABLE>
<CAPTION>
                                                  Common Stock Issued           Additional                                     
                                             ----------------------------        Paid-In           Retained         Treasury
                                                 Shares          Amount          Capital           Earnings           Stock    
                                             ------------    ------------      ------------      ------------     ------------ 
     <S>                                      <C>            <C>               <C>              <C>               <C>          
     Balance, October 31, 1994                24,733,261     $ 2,473,326       $42,860,849      $ 56,266,488      $(2,703,754) 
        Net income for the three months                                                                                        
        ended January 31, 1995                                                                     7,737,164                   
        Issuance of common stock                   6,128             613           134,057                                     
        Stock options exercised                      870              87            12,563                                     
        Treasury stock purchased                                                                                   (1,100,000) 
        Cash dividends at $.12 a share                                                            (2,949,310)                  
                                             ------------    ------------      ------------     -------------     ------------ 
     Balance, January 31, 1995                24,740,259     $ 2,474,026       $43,007,469      $ 61,054,342      $(3,803,754) 
                                             ============    ============      ============     =============     ============
</TABLE> 
         
         



                     The accompanying notes are an integral
                 part of the consolidated financial statements.



<PAGE>   6
                      TCA CABLE TV, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                                   Three Months Ended
                                                                      January 31,
                                                              ------------------------------
                                                                    1995            1994
                                                               --------------   ------------
<S>                                                           <C>              <C>
Cash flows from operating activities:
   Cash received from customers                               $   43,267,943   $ 40,662,428
   Cash paid to suppliers and employees                          (21,348,382)   (18,553,204)
   Other revenue received                                            208,539         98,868
   Interest paid                                                  (2,405,002)    (2,617,142)
   Income taxes paid                                                (274,863)      (271,018)
                                                               --------------   ------------
      Net cash provided by operating activities                   19,448,235     19,319,932
                                                               --------------   ------------

Cash flows from investing activities:
   Capital expenditures                                           (7,007,307)    (5,498,485)
   Proceeds from sales of assets                                                    769,200
                                                               --------------   ------------

      Net cash used in investing activities                       (7,007,307)    (4,729,285)
                                                               --------------   ------------

Cash flows from financing activities:
   Borrowings of term debt                                         8,100,000      9,599,990
   Repayments of term debt                                       (17,601,605)   (20,401,453)
   Proceeds from stock options exercised                              12,651         12,029
   Dividends paid                                                 (2,949,310)    (2,712,959)
                                                               --------------   ------------

      Net cash provided by (used in) financing activities        (12,438,264)   (13,502,393)
                                                               --------------   ------------

Net increase (decrease) in cash                                        2,664      1,088,254

Cash at beginning of period                                        2,445,112      1,450,276
                                                               --------------   ------------

Cash at end of period                                         $    2,447,776   $  2,538,530
                                                              ===============  =============
</TABLE>





                     The accompanying notes are an integral
                 part of the consolidated financial statements.

                                       6
<PAGE>   7

                      TCA CABLE TV, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS, Continued
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                                    Three Months Ended
                                                                       January 31,
                                                              ------------------------------
                                                                    1995            1994
                                                               --------------  -------------
<S>                                                           <C>             <C>
Reconciliation of net income to net cash
   provided by operating activities:
   Net income                                                 $    7,737,164  $   3,864,484
   Adjustments to reconcile net income
     to net cash provided by operating
     activities:
     Cumulative effect of change in accounting principle                          1,900,000
     Depreciation expense                                          4,813,812      5,454,437
     Amortization expense                                          1,512,782      2,897,826
     (Gain) loss on sale of assets                                                 (559,365)
     Share of (earnings) losses of affiliates                        135,735       (559,365)
     Deferred income taxes                                         1,450,000        800,000
     Contribution of common stock to retirement plan                 134,671        133,798
     (Increase) decrease in other assets                            (867,557)      (726,567)
     (Increase) decrease in accounts receivable, subscribers        (410,921)       244,893
     (Increase) decrease in accounts receivable, other                19,682        313,686
     Increase (decrease) in subscriber advance payments              354,893        825,256
     Increase (decrease) in accrued expenses                      (1,763,998)      (457,530)
     Increase (decrease) in income taxes payable                   3,625,137      2,528,982
     Increase (decrease) in accounts payable                       3,806,835
     Accrued treasury stock purchase                              (1,100,000)     2,100,032
                                                              --------------- --------------

Net cash provided by operating activities                     $   19,448,235  $  18,760,567
                                                              =============== ==============
</TABLE>





                     The accompanying notes are an integral
                 part of the consolidated financial statements.

                                       7

<PAGE>   8

                      TCA CABLE TV, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)



     A.    Pursuant to the rules and regulations of the Securities and Exchange
           Commission, certain financial information has been condensed and
           certain footnote disclosures have been omitted.  Such information
           and disclosures are normally included in financial statements
           prepared in accordance with generally accepted accounting
           principles.

           These condensed financial statements should be read in conjunction
           with the financial statements and notes thereto in the Company's
           latest report on Form 10-K.

           The financial statements as of January 31, 1995 and for the three
           month period then ended are unaudited; however, in the opinion of
           management, such statements include all adjustments (consisting
           solely of normal and recurring adjustments) necessary to present
           fairly the financial information included therein.

     B.    The consolidated statements of operations for the three months ended
           January 31, 1995, are not necessarily indicative of the operating
           results to be expected for the full year.

     C.    Earnings per common share are computed based upon the weighted
           average common shares outstanding during the period, including
           common stock equivalents, of 24,588,610 shares and 24,695,803
           shares for 1995 and 1994, respectively.

     D.    Effective November 1, 1993, the Company adopted the provisions of
           Statement of Financial Accounting Standards No. 109, "Accounting
           for Income Taxes" ("SFAS 109").  SFAS 109 requires recognition of
           deferred tax liabilities and assets for the expected future tax
           consequences of events that have been included in the financial
           statements or tax returns.  Under this method, deferred tax
           liabilities and assets are determined based on the difference
           between the financial statement and tax bases of assets and
           liabilities using enacted tax rates in effect for the year in
           which the differences are expected to reverse.  As of November 1,
           1993, the Company recorded a one-time tax charge of $1,900,000 or
           $.07 per share, which amount represents the net increase to the
           deferred tax liability as of that date.  Such amount has bee
           reflected in the consolidated statements of operations as the
           cumulative effect of a change in accounting principle.





                                       8

<PAGE>   9

                      TCA CABLE TV, INC. AND SUBSIDIARIES
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS - Comparison of the three-month period ended January 31,
1995, with the same three-month period of the prior year reveals increases in
revenues, operating income and net income.  Revenues, operating income, and net
income increased by approximately 10%, 38% and 100%, respectively.  Income
before cumulative effect of change in accounting principle increased 34%.

The revenue increase was mostly attributable to internal growth.  The Company's
basic accounts increased from 457,061 at January 31, 1994 to 468,662 at January
31, 1995 or approximately 3%.  Average revenue per account increased from
$28.72 to $30.93 or approximately 8%.

Operating expenses decreased approximately 1% during the first quarter of       
fiscal 1995 as compared to the first quarter of fiscal 1994.  Salaries, wages   
and benefits increased 9%.  Programming costs and other operating expenses
increased 11% and 15%, respectively.  Selling, general and administrative
expenses decreased 3%.  Depreciation and amortization decreased 24%.

Interest expense decreased by $19,768 or approximately 1%.  The Company's term
debt was $116.9 million at January 31, 1995 compared to $132.4 million at       
January 31, 1994, a net decrease of $15.5 million.  The Company's weighted
average interest rate was 8.03% and 7.23% for the quarters ended January 31,
1995 and 1994, respectively.

LIQUIDITY AND CAPITAL RESOURCES - The Company's capital expenditures have been
primarily for cable system construction, upgrading and rebuilding, acquisition
of other cable systems and purchases of converters to be furnished to
subscribers.

Expenditures for rebuilding, upgrading and maintaining the Company's cable
systems and for converter purchases have been financed principally with cash
flow from operations. Acquisitions of cable systems have generally been
financed with cash flow from operations and through bank borrowings.


                          PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

             (a)  Exhibit A - None

             (b)  No reports on Form 8-K have been filed during the quarter for
                    which this report is filed.

             (c)  Exhibit 27 - Financial Data Schedule





                                       9

<PAGE>   10


                                   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 thereto duly authorized.

                                           TCA CABLE TV, INC.


 Date: March 16, 1995                       /s/ Robert M. Rogers
                                           ----------------------------------
                                           Robert M. Rogers, Chairman and
                                              Chief Executive Officer


 Date: March 16, 1995                       /s/ Jimmie F. Taylor
                                           ----------------------------------
                                           Jimmie F. Taylor, Vice President,
                                              CFO and Treasurer





                                       10


<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          OCT-31-1994
<PERIOD-START>                             NOV-01-1993
<PERIOD-END>                               OCT-31-1994
<CASH>                                       2,445,112
<SECURITIES>                                         0
<RECEIVABLES>                                4,913,712
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                     275,334,589
<DEPRECIATION>                             162,749,992
<TOTAL-ASSETS>                             286,212,935
<CURRENT-LIABILITIES>                                0
<BONDS>                                    126,447,345
<COMMON>                                     2,473,326
                                0
                                          0
<OTHER-SE>                                  92,127,337
<TOTAL-LIABILITY-AND-EQUITY>               286,212,935
<SALES>                                              0
<TOTAL-REVENUES>                           162,300,265
<CGS>                                                0
<TOTAL-COSTS>                               36,476,851
<OTHER-EXPENSES>                            62,977,499
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                           9,747,932
<INCOME-PRETAX>                             37,866,719
<INCOME-TAX>                                14,892,114
<INCOME-CONTINUING>                         22,974,605
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                  (1,900,000)
<NET-INCOME>                                21,074,605
<EPS-PRIMARY>                                      .86
<EPS-DILUTED>                                      .86
        

</TABLE>


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