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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM TO
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COMMISSION FILE NO.: 0-11478
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TCA CABLE TV, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
TEXAS 75-1798185
(State or other jurisdiction of (IRS Employer Identification Number)
Incorporation or organization)
3015 SSE LOOP 323, 75701
TYLER, TEXAS (Zip Code)
(Address of principal executive offices)
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(903) 595-3701
Registrant's telephone number, including area code
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
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None None
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SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, %.10 par value
(Title of Class)
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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The number of shares outstanding of the registrant's common stock as of
March 12, 1998 was:
24,897,624 shares of common stock.
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TCA CABLE TV, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
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PAGE NO.
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PART I -- FINANCIAL INFORMATION
Consolidated Balance Sheets -- January 31, 1998 and
October 31, 1997....................................... 3
Consolidated Statements of Operations --
Three months ended January 31, 1998 and 1997........... 4
Consolidated Statement of Shareholders' Equity --
Three months ended January 31, 1998.................... 5
Consolidated Statements of Cash Flows --
Three months ended January 31, 1998 and 1997........... 6
Notes to Consolidated Financial Statements................ 7
Management's Discussion and Analysis of Financial
Condition and Results of Operations.................... 8
PART II -- OTHER INFORMATION................................ 11
SIGNATURES................................................ 12
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TCA CABLE TV, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
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ASSETS
JANUARY 31, OCTOBER 31,
1998 1997
------------- -------------
(UNAUDITED)
<S> <C> <C>
Cash........................................................ $ 4,065,295 $ 3,270,190
------------- -------------
Accounts receivable, subscribers............................ 15,560,595 15,852,757
------------- -------------
Accounts receivable, other.................................. 1,217,703 1,017,070
------------- -------------
Income tax receivable....................................... 529,830
------------- -------------
Property, plant and equipment, at cost:
Land...................................................... 4,115,347 4,110,347
Distribution systems...................................... 388,738,846 380,864,913
Transportation equipment.................................. 11,465,630 11,277,388
Other..................................................... 41,729,789 40,994,072
------------- -------------
446,049,612 437,246,720
Less accumulated depreciation............................. (215,356,462) (208,416,640)
------------- -------------
230,693,150 228,830,080
------------- -------------
Other assets:
Intangibles, net of accumulated amortization of
$102,214,221 and $98,669,961, respectively............. 459,406,288 464,602,414
Prepaid expenses.......................................... 9,667,110 7,029,979
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469,073,398 471,632,393
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$ 720,610,141 $ 721,132,320
============= =============
LIABILITIES
Accounts payable............................................ $ 11,491,069 $ 12,047,781
Accrued expenses............................................ 17,059,526 23,653,545
Subscriber advance payments................................. 3,475,341 3,522,240
Income tax payable.......................................... 1,979,861
Deferred income taxes....................................... 74,880,000 71,580,000
Term debt................................................... 311,023,016 317,025,181
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419,908,813 427,828,747
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Redeemable minority interest................................ 122,765,586 122,636,878
Contingencies and commitments...............................
SHAREHOLDERS' EQUITY
Preferred stock, $1.00 par value, 5,000,000 shares
authorized; none issued...................................
Common stock, $.10 par value, 60,000,000 shares authorized;
25,007,113 and 24,991,048 shares issued, respectively..... 2,500,711 2,499,105
Additional paid-in capital.................................. 52,430,375 51,845,522
Retained earnings........................................... 125,791,031 119,108,443
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180,722,117 173,453,070
Less treasury stock at cost, 113,000 shares issued.......... (2,786,375) (2,786,375)
------------- -------------
177,935,742 170,666,695
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$ 720,610,141 $ 721,132,320
============= =============
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
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TCA CABLE TV, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
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THREE MONTHS ENDED
JANUARY 31,
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1998 1997
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Revenues.................................................... $80,874,131 $73,489,288
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Operating expenses:
Salaries, wages and benefits.............................. 15,039,600 13,148,530
Programming costs......................................... 21,859,979 18,353,803
Other operating expenses.................................. 2,869,613 2,111,081
Selling, general and administrative....................... 6,025,408 6,389,862
Depreciation and amortization............................. 11,458,004 10,672,638
----------- -----------
57,252,604 50,675,914
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Operating income.......................................... 23,621,527 22,813,374
Other income................................................ 1,085,737 261,811
Interest expense............................................ (5,463,352) (5,443,493)
Minority interest........................................... (1,778,709) (1,743,919)
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Income before income taxes................................ 17,465,203 15,887,773
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Provision for income taxes:
Current................................................... 3,500,000 3,001,005
Deferred.................................................. 3,300,000 3,200,000
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6,800,000 6,201,005
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Net income........................................ $10,665,203 $ 9,686,768
=========== ===========
Basic and diluted earnings per common share................. $ 0.43 $ 0.39
=========== ===========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
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TCA CABLE TV, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(UNAUDITED)
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COMMON STOCK ISSUED ADDITIONAL
----------------------- PAID-IN RETAINED TREASURY
SHARES AMOUNT CAPITAL EARNINGS STOCK
---------- ---------- ----------- ------------ -----------
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Balance, October 31, 1997........ 24,991,048 $2,499,105 $51,845,522 $119,108,443 $(2,786,375)
Net income for the three months
ended January 31, 1998...... 10,665,203
Issuance of common stock....... 6,229 623 272,275
Stock options exercised........ 9,836 983 265,628
Cash dividends at $.16 per
share....................... (3,982,615)
Amortization of warrants....... 46,950
---------- ---------- ----------- ------------ -----------
Balance, January 31, 1998........ 25,007,113 $2,500,711 $52,430,375 $125,791,031 $(2,786,375)
========== ========== =========== ============ ===========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
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TCA CABLE TV, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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THREE MONTHS ENDED
JANUARY 31,
-----------------------------
1998 1997
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Cash flows from operating activities:
Net income................................................ $ 10,665,203 $ 9,686,768
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation expense................................... 7,879,199 7,288,025
Amortization expense................................... 3,578,805 3,384,613
Share of (earnings) losses of affiliates............... (189,358)
Gain on sale of assets................................. (1,062,404)
Minority interest in earnings.......................... 1,778,709 1,743,919
Stock warrant amortization............................. 46,950 46,950
Deferred income taxes.................................. 3,300,000 3,200,000
Contribution of common stock to retirement plan........ 272,898 203,504
Change in accounts receivable, subscribers............. 292,162 (1,454,120)
Change in accounts receivable, other................... (200,633) (199,519)
Change in income tax receivable........................ 529,830 875,757
Change in prepaid expenses............................. 740,420 (745,744)
Change in accounts payable............................. (556,712) 430,693
Change in accrued expenses............................. (1,471,945) 611,000
Change in subscriber advance payments.................. (46,899) (1,007,000)
Change in income taxes payable......................... 1,979,861
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Net cash provided by operating activities......... 27,725,444 23,875,488
------------- ------------
Cash flows from investing activities:
Capital expenditures...................................... (10,906,647) (9,830,225)
Proceeds from sales of assets............................. 3,844,104
Distribution from affiliate............................... 938,823
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Net cash used in investing activities............. (7,062,543) (8,891,402)
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Cash flows from financing activities:
Borrowings of term debt................................... 177,099,999 10,499,990
Repayments of term debt................................... (183,102,164) (20,145,111)
Debt issuance costs....................................... (8,499,625)
Proceeds from stock options exercised..................... 266,612 7,257
Partnership distributions................................. (1,650,000) (1,650,000)
Dividends paid............................................ (3,982,618) (3,966,427)
------------- ------------
Net cash used in financing activities............. (19,867,796) (15,254,291)
------------- ------------
Net increase (decrease) in cash............................. 795,105 (270,205)
Cash at beginning of period................................. 3,270,190 3,473,443
------------- ------------
Cash at end of period....................................... $ 4,065,295 $ 3,203,238
============= ============
Supplemental cash flow information:
Interest paid............................................. $ 6,227,409 $ 5,411,591
============= ============
Income taxes paid......................................... $ 990,309 $ 2,125,248
============= ============
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
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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, 1998 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, 1998, are not necessarily indicative of the operating results
to be expected for the full year.
C. The Company adopted SFAS No. 128, "Earnings per Share" in November 1997.
This statement which replaces APB Opinion No. 15, "Earnings per Share,"
establishes simplified accounting standards for computing earnings per
share ("EPS") and makes them comparable to international EPS standards.
Basic EPS is computed by dividing net earnings by the weighted-average
number of common shares outstanding during each period of 24,884,514 shares
and 24,812,615 shares for 1998 and 1997, respectively. Diluted EPS is
computed by dividing net earnings by the weighted-average number of common
shares and common stock equivalents outstanding during the period of
25,068,791 and 24,842,267 for 1998 and 1997, respectively. All prior-period
EPS amounts presented conform to the provisions of SFAS No. 128.
D. On January 14, 1998, the Company signed a definitive agreement to exchange
the assets of selected TCA Cable Partners systems in Oklahoma for the
assets of selected Cable ONE systems in Texas. Cable ONE is a Washington
Post subsidiary. The exchange in total affects approximately 33,000
subscribers.
E. On February 2, 1998, the Company formed a partnership, TCA Cable Partners
II with TCI American Holdings IV, L.P., an affiliate of TCI Communications,
Inc. The Company contributed certain cable systems in Texas and New Mexico
serving approximately 155,000 subscribers and $46.6 million in unsecured
debt and the TCI affiliate contributed its cable systems in north Texas and
western Louisiana, serving approximately 150,000 subscribers and $247.9
million in unsecured debt, in exchange for an 80% and 20% partnership
interest, respectively, in TCA Cable Partners II.
F. On February 2, 1998, the Company issued $200 million in bonds with a coupon
of 6.53% and a 10-year put to finance the TCI transaction. On July 24,
1997, the Company filed a shelf registration with the SEC for a public debt
offering of up to $300 million.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
THREE MONTHS ENDED JANUARY 31, 1998 COMPARED TO THREE MONTHS ENDED JANUARY 31,
1997.
Revenues. Revenues increased by $7.4 million, or 10.1%, during the three
months ended January 31, 1998 compared to the three months ended January 31,
1997. Management attributes approximately $2.0 million, or 27.7%, of the revenue
increase to internal growth in cable systems, $2.1 million, or 27.9% to cable
system acquisitions, $2.8 million, or 37.3%, to internal growth in the Company's
advertising insertion business and $0.5 million, or 7.1% to long distance and
internet access.
Revenues from basic and expanded basic cable television subscriptions
increased $3.4 million, or 7.3%, during the three months ended January 31, 1998
compared to the three months ended January 31, 1997. As a percentage of
revenues, revenues from basic and expanded basic subscriptions decreased to
61.6% of revenues for 1998 compared to 63.2% for 1997. Revenues from premium
subscriptions increased $0.6 million, or 7.0%, during 1998 compared to 1997. As
a percentage of revenues, revenues from premium subscriptions decreased to 11.5%
during 1998 compared to 11.8% during 1997. The reduced percentages of revenues
attributable to basic, expanded basic and premium subscriptions are the result
of the increased significance of cable advertising insertion revenues to the
Company. Cable advertising insertion revenues, including revenues from both the
Company's cable advertising business and net cable advertising revenues from
third parties, increased by approximately $2.6 million, or 19.3%, to $16.0
million for the three months ended January 31, 1998 compared to $13.4 million
for the three months ended January 31, 1997. As a percentage of revenues, cable
advertising revenues increased to 19.8% during 1998 compared to 18.2% during
1997. Pay-per-view revenues decreased $0.2 million, or 13.9%, during 1998
compared to 1997. As a percentage of revenues, revenues from pay-per-view
decreased to 1.3% for 1998 compared to 1.7% for 1997. Other revenues increased
$1.0 million, or 26.3%, during 1998 compared to 1997 primarily due to the
addition of $0.4 million of internet access revenues. As a percentage of
revenues, revenues from other sources increased to 5.9% in 1998 compared to 5.1%
in 1997.
Expenses. Operating expenses increased $6.6 million, or 13.0%, during the
three months ended January 31, 1998 compared to the three months ended January
31, 1997. As a percentage of revenues, operating expenses increased to 70.8% for
1998 compared to 68.9% for 1997, reflecting the increased significance of the
Company's cable advertising insertion business, which experiences lower margins
than the Company's cable system operations. The increase in operating expenses
during the three months ended January 31, 1998 is primarily due to the
acquisition of cable systems and the increase in the cable advertising insertion
business relative to the cable business.
Salaries, wages and benefits increased $1.9 million, or 14.4%, during 1998
compared to 1997. As a percentage of revenues, salaries, wages and benefits were
18.6% for 1998 compared to 17.9% for 1997. Programming costs increased $3.5
million, or 19.1%, during 1998 compared to 1997. As a percentage of revenues,
programming costs were 27.0% for 1998 and 25.0% for 1997. The increase in
programming costs is the result of increases of $1.7 million in cable
programming costs, $1.1 million in the Company's payments to other cable
operators of a percentage of advertising sales and $0.8 million in network
access fees in the long distance and internet access business. Other operating
expenses increased $0.8 million, or 35.9%, during 1998 compared to 1997. As a
percentage of revenues, other operating expenses were 3.6% for 1998 and 2.9% for
1997. Selling, general and administrative expense decreased $0.4 million, or
5.7% during 1998 when compared to 1997. As a percentage of revenues, selling,
general and administrative expenses were 7.5% for 1998 and 8.7% for 1997.
Depreciation and amortization increased $0.8 million, or 7.4%, during 1998 when
compared to 1997. As a percentage of revenues, depreciation and amortization was
14.2% for 1998 and 14.5% for 1997.
Interest expense decreased $20,000, or 0.4%, in 1998 compared to 1997 as a
result of the repayment of debt. The Company's weighted average interest rate
was 7.1% for the three months ended January 31, 1998 and 1997.
Other Income. The Company's other income increased $0.8 million during the
three months ended January 31, 1998 compared to the three months ended January
31, 1997. The increase was due to the sale of
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the assets of the Company's long distance business in December 1997. The sale
resulted in a gain of approximately $1.1 million.
Income Taxes. The Company's provision for income taxes was $6.8 million and
$6.2 million in 1998 and 1997, respectively. The increase in taxes of 9.7%
during the three months ended January 31, 1998 compared to the three months
ended January 31, 1997 was a result of a 9.9% increase in income before income
tax offset by a decrease in the effective tax rate to 38.9% in 1998 compared to
39.0% for fiscal 1997.
Minority Interest. Minority interest in earnings was $1.8 million for 1998
and 1.7 million for 1997. Minority interest represents the portion of income
before income taxes due to the 25% minority partner of TCA Cable Partners, a
partnership that is owned 75% by the Company and 25% by DR Partners, a division
of Stephens Group, Inc.
LIQUIDITY AND CAPITAL RESOURCES
The Company has historically been able to meet its current and long-term
liquidity and capital requirements, including dividends and fixed charges,
through cash flow generated from operating activities, existing cash, bank lines
of credit, and other external financing.
Net cash flow from operating activities increased 16.1% to $27.7 million in
1998 from $23.9 million in 1997. The increase was principally due to cable
system acquisitions and internal growth in cable operations and advertising.
At January 31, 1998, the Company had $183.0 million in borrowings under its
bank credit facilities. The Company had $158.0 million borrowed under its
primary credit facility which provides for up to $350 million in borrowings by
the Company and expires on January 31, 2003. The primary credit facility
provides for interest to be paid quarterly at prime or LIBOR plus an applicable
margin . At January 31, 1998 the Company also had $29.0 million borrowed under
additional credit facilities with two banks. The additional bank credit
facilities provide for up to $40.0 million and $4.0 million in borrowings by the
Company and expire June 1999 and April 1998, respectively. During the three
months ended January 31, 1998 and 1997, the Company borrowed approximately
$177.1 million and $10.5 million respectively and repaid approximately $183.1
million and $20.1 million, respectively. In the three months ended January
31,1998, the Company's bank debt carried a weighted average interest rate of
6.7%.
On September 27, 1989 the Company completed a $100 million private
placement of debt securities due August 1999 bearing an interest rate of 9.0%.
The terms of the securities call for the repayment of principal in semiannual
installments beginning February 1993. In addition on June 23, 1995, the Company
completed a $100 million private placement of debt securities due June 2005
bearing an interest rate of 7.26%. The terms of these securities call for the
repayment of principal in annual installments beginning in June 1999.
The Company believes that EBITDA, defined as earnings before interest,
taxes, depreciation and amortization, and related measures of cash flow serve as
important financial analysis tools for measuring and comparing cable television
companies in several areas , such as liquidity, operating performance and
leverage. The Company's ratio of indebtedness to EBITDA was 2.3x and 2.4x for
the three months ended January 31, 1998 and 1997, respectively. The Company's
interest coverage ratio, defined as the ratio of EBITDA to total interest
expense, was 6.2x and 5.8x for the three months ended January 31, 1998 and 1997
respectively.
The Company's capital expenditures totaled $10.9 million and $9.8 million
in the three months ended January 31, 1998 and 1997, respectively. Funds were
applied primarily toward the upgrade of the Company's cable systems and the
purchase of subscriber equipment, including converter boxes. The Company has
principally financed its capital expenditures through funds generated by its
operating activities, and to a lesser extent, bank borrowings and private
placements of debt securities. The Company expects to continue the upgrade of
its cable systems in 1998 and anticipates total capital expenditure requirements
in fiscal 1998 to be approximately 10% more than in 1997.
As a part of the Company's growth strategy the Company has been actively
acquiring cable systems which meet the Company's acquisition criteria. The
Company has funded its acquisitions through internally
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generated funds, private placements of debt securities, bank financing and
capital contributions from DR Partners. The Company anticipates the acquisitions
of additional systems in selected markets in the future.
The Company paid dividends on its common stock totaling approximately $4.0
million, or $0.16 per share in the three months ended January 31, 1998 and 1997,
respectively.
The Company believes that net cash provided by operating activities,
borrowings under its bank credit facilities and the Company's ability to obtain
financing will provide adequate sources of short-term and long-term liquidity in
the future.
On February 2, 1998, the Company formed a partnership, TCA Cable Partners
II (the "TCI Transaction"), with TCI American Holdings IV, L.P. (the "TCI
Affiliate") , an affiliate of TCI Communications Inc. The Company contributed
certain cable systems in Texas and New Mexico serving approximately 155,000
subscribers and $46.6 million in unsecured debt and the TCI Affiliate
contributed its cable systems in north Texas and western Louisiana, serving
approximately 150,000 subscribers and $247.9 million in unsecured debt, in
exchange for an 80% and 20% partnership interest, respectively, in TCA Cable
Partners II. The cable systems contributed by the Company and the TCI Affiliate
are each valued at approximately $315 million. The Company financed the TCI
Transaction with a portion of the proceeds from a $150 million increase in the
Company's primary credit facility and the issuance of $200 million in public
debt. TCA Cable Partners II will be consolidated in the financial statements of
the Company and 20% of the estimated fair value of TCA Cable Partners II net
assets will be recorded by the Company as a redeemable minority interest at the
acquisition date. The TCI Affiliate has the right to require the Company to
purchase the TCI Affiliate's 20% partnership interest at fair market value
beginning February 2003 through February 2023 (the "Put and Call Period"), the
termination date of the partnership agreement. The Company has a corresponding
right to require the TCI Affiliate to sell its 20% partnership interest in TCA
Cable Partners II to the Company at fair market value during the Put and Call
Period. TCA Cable Partners II will be managed by the Company. At the closing of
the TCI Transaction, the Company on a pro forma basis served approximately
850,000 subscribers.
On July 24, 1997, the Company filed a shelf registration with the SEC for a
public debt offering of up to $300 million. On February 2, 1998, the Company
issued $200 million in bonds with a coupon of 6.53% and a 10 year put to finance
the TCI Transaction. The Company has received a rating of BBB+ from Standard &
Poor's and Baa2 from Moody's. In August 1997, the Company entered into treasury
lock transactions (the "Treasury Locks") with a notional amount of $100 million
as a hedge against interest rate changes prior to the closing of the debt
offering. In January 1998, the Treasury Locks were terminated at a cost of $7.9
million. The cost will be amortized over the term of the public debt as an
interest rate yield adjustment.
FORWARD LOOKING INFORMATION
The statements contained in this Quarterly Report on Form 10-Q ("Quarterly
Report") which are not historical facts, including, but not limited to,
statements found under the captions "Financial Condition and Results of
Operations", and "Liquidity and Capital Resources" above, are forward-looking
statements that involve a number of risks and uncertainties. The actual results
of the future events described in such forward-looking statements in the
Quarterly Report could differ materially from those contemplated by such
forward-looking statements. Among the factors that could cause actual results to
differ materially are the risks and uncertainties discussed in the Quarterly
Report, including without limitation the portions of such statements under the
captions referenced above, and the uncertainties set forth from time to time in
the Company's other public reports and filings and public statements.
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PART II -- OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
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EXHIBIT
NO. DESCRIPTION
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3.1 -- Articles of Incorporation.(1)
3.2 -- Articles of Amendment to Articles of Incorporation.(2)
3.3 -- Articles of Amendment to Articles of Incorporation.(2)
3.4 -- Articles of Amendment to Articles of Incorporation.(3)
3.5 -- Amended and Restated Bylaws.(4)
4.1 -- Form of Stock Certificate.(1)
4.2 -- Rights Agreement dated January 15, 1998, between the
Company and ChaseMellon Shareholder Services, L.L.C.
which includes the Certificate of Designations for the
Series A Junior Participating Preferred Stock as Exhibit
A, the Form of Right Certificate as Exhibit B and the
Summary of Rights to Purchase Shares as Exhibit C.(5)
10.1 -- Asset Exchange Agreement dated January 14, 1998 between
TCA Cable Partners and CABLE ONE, Inc.(6)
27.1 -- Financial Data Schedule.*
</TABLE>
- ---------------
* Filed herewith.
(1) Previously filed as an Exhibit to the Registrant's Registration Statement
on Form S-1, File No. 2-75516, and incorporated herein by reference.
(2) Previously filed as an Exhibit to the Registrant's Registration Statement
on Form S-8, File No. 33-21901, and incorporated herein by reference.
(3) Previously filed as an exhibit to Registrant's Form 10-K for the fiscal
year ended October 31, 1993, filed January 27, 1994 and incorporated by
reference herein.
(4) Previously filed as an exhibit to the Registrant's Form 10-K for the fiscal
year ended October 31, 1997, filed January 27, 1998 and incorporated herein
by reference.
(5) Previously filed as an exhibit to the Registrant's Form 8-K filed January
22, 1998 and incorporated herein by reference.
(6) To be filed by amendment.
(b) Reports on Form 8-K.
The Company filed a Current Report on Form 8-K filed January 22, 1998,
reporting an Item 5. Other Event regarding the Company's adoption of a
Shareholder Rights Agreement.
The Company filed a Current Report on Form 8-K filed January 27, 1998,
reporting an Item 5. Other Event regarding the TCA Cable Partners II
transaction.
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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 thereto duly authorized.
TCA CABLE TV, INC.
/s/ FRED R. NICHOLS
------------------------------------
Fred R. Nichols,
Chairman and Chief Executive Officer
Date: March 16, 1998
/s/ JIMMIE F. TAYLOR
------------------------------------
Jimmie F. Taylor,
Vice President, CFO and Treasurer
Date: March 16, 1998
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<C> <S>
3.1 -- Articles of Incorporation.(1)
3.2 -- Articles of Amendment to Articles of Incorporation.(2)
3.3 -- Articles of Amendment to Articles of Incorporation.(2)
3.4 -- Articles of Amendment to Articles of Incorporation.(3)
3.5 -- Amended and Restated Bylaws.(4)
4.1 -- Form of Stock Certificate.(1)
4.2 -- Rights Agreement dated January 15, 1998, between the
Company and ChaseMellon Shareholder Services, L.L.C.
which includes the Certificate of Designations for the
Series A Junior Participating Preferred Stock as Exhibit
A, the Form of Right Certificate as Exhibit B and the
Summary of Rights to Purchase Shares as Exhibit C.(5)
10.1 -- Asset Exchange Agreement dated January 14, 1998 between
TCA Cable Partners and CABLE ONE, Inc.(6)
27.1 -- Financial Data Schedule.*
</TABLE>
- ---------------
* Filed herewith.
(1) Previously filed as an Exhibit to the Registrant's Registration Statement
on Form S-1, File No. 2-75516, and incorporated herein by reference.
(2) Previously filed as an Exhibit to the Registrant's Registration Statement
on Form S-8, File No. 33-21901, and incorporated herein by reference.
(3) Previously filed as an exhibit to Registrant's Form 10-K for the fiscal
year ended October 31, 1993, filed January 27, 1994 and incorporated by
reference herein.
(4) Previously filed as an exhibit to the Registrant's Form 10-K for the fiscal
year ended October 31, 1997, filed January 27, 1998 and incorporated herein
by reference.
(5) Previously filed as an exhibit to the Registrant's Form 8-K filed January
22, 1998 and incorporated herein by reference.
(6) To be filed by amendment.
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<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> NOV-1-1997
<PERIOD-END> JAN-31-1998
<CASH> 4,065,295
<SECURITIES> 0
<RECEIVABLES> 15,560,595
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 446,049,612
<DEPRECIATION> (215,356,462)
<TOTAL-ASSETS> 720,610,141
<CURRENT-LIABILITIES> 0
<BONDS> 311,023,016
0
0
<COMMON> 2,500,711
<OTHER-SE> 175,435,031
<TOTAL-LIABILITY-AND-EQUITY> 720,610,141
<SALES> 0
<TOTAL-REVENUES> 80,874,131
<CGS> 0
<TOTAL-COSTS> 21,859,979
<OTHER-EXPENSES> 35,392,625
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,463,352
<INCOME-PRETAX> 17,465,203
<INCOME-TAX> 6,800,000
<INCOME-CONTINUING> 10,665,203
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,665,203
<EPS-PRIMARY> $.43
<EPS-DILUTED> $.43
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