<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[x] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended June 30, 1997
-------------
[_] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _______________ to _______________
Commission File Number: 0-11910
CABLE TV FUND 11-A, LTD.
- --------------------------------------------------------------------------------
Exact name of registrant as specified in charter
Colorado 84-0892990
- --------------------------------------------------------------------------------
State of organization I.R.S. employer I.D.#
9697 East Mineral Avenue, P. O. Box 3309, Englewood, Colorado 80155-3309
-------------------------------------------------------------------------
Address of principal executive office
(303) 792-3111
---------------------------------
Registrant's telephone number
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No ______
-----
<PAGE>
CABLE TV FUND 11-A, LTD.
------------------------
(A Limited Partnership)
UNAUDITED BALANCE SHEETS
------------------------
<TABLE>
<CAPTION>
ASSETS 1997 1996
------ ------------- ------------
<S> <C> <C>
Investment in cable television joint venture $ 19,950 $ 1,390,726
Distribution receivable from cable television
joint venture 3,542,853 -
------------ ------------
Total assets $ 3,562,803 $ 1,390,726
============ ============
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
------------------------------------------
LIABILITIES:
General Partner advances $ 10,781 $ 10,781
Distribution payable to General Partner 830,160 -
Distribution payable to limited partners 2,701,912 -
------------ ------------
Total liabilities 3,542,853 10,781
------------ ------------
PARTNERS' CAPITAL (DEFICIT):
General Partner-
Contributed capital 1,000 1,000
Distributions (11,909,671) (11,079,511)
Accumulated earnings 11,451,610 10,914,085
------------ ------------
(457,061) (164,426)
------------ ------------
Limited Partners-
Net contributed capital
(46,725 units outstanding at
June 30, 1997 and December 31, 1996) 19,516,170 19,516,170
Distributions (59,301,209) (56,599,297)
Accumulated earnings 40,262,050 38,627,498
------------ ------------
477,011 1,544,371
------------ ------------
Total liabilities and partners'
capital (deficit) $ 3,562,803 $ 1,390,726
============ ============
</TABLE>
The accompanying notes to unaudited financial statements
are an integral part of these unaudited balance sheets.
2
<PAGE>
CABLE TV FUND 11-A, LTD.
------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF OPERATIONS
----------------------------------
<TABLE>
<CAPTION>
For the Three Months Ended For the Six Months End
June 30, June 30,
-------------------------- -----------------------
1997 1996 1997 1996
---------- ------- ---------- -----------
<S> <C> <C> <C> <C>
EQUITY IN NET INCOME
OF CABLE TELEVISION
JOINT VENTURE $2,140,984 $31,185 $2,172,077 $39,043
---------- ------- ---------- -------
NET INCOME $2,140,984 $31,185 $2,172,077 $39,043
========== ======= ========== =======
ALLOCATION OF NET INCOME:
General Partner $ 537,214 $ 311 $ 537,525 $ 390
========== ======= ========== =======
Limited Partners $1,603,770 $30,874 $1,634,552 $38,653
========== ======= ========== =======
NET INCOME PER LIMITED
PARTNERSHIP UNIT $34.32 $.66 $34.98 $ .83
========== ======= ========== =======
WEIGHTED AVERAGE NUMBER
OF LIMITED PARTNERSHIP
UNITS OUTSTANDING 46,725 46,725 46,725 46,725
========== ======= ========== =======
</TABLE>
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
3
<PAGE>
CABLE TV FUND 11-A, LTD.
------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF CASH FLOWS
----------------------------------
<TABLE>
<CAPTION>
For the Six Months Ended
June 30,
--------------------------
1997 1996
----------- ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,172,077 $ 39,043
Adjustments to reconcile net income to
net cash provided by operating activities:
Equity in net income of cable television
joint venture (2,172,077) (39,043)
----------- ---------
Net cash provided by operating activities - -
----------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in distribution receivable from
cable television joint venture (3,542,853) -
Increase in distribution payable to
General Partner 830,160 -
Increase in distribution payable to
limited partners 2,701,912 -
Distributions from cable television joint venture 3,542,853 -
Distributions to partners (3,532,072) -
----------- ---------
Net cash provided by financing activities - -
----------- ---------
Increase in cash - -
Cash, beginning of period - -
----------- ---------
Cash, end of period $ - $ -
=========== =========
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ - $ -
=========== =========
</TABLE>
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
4
<PAGE>
CABLE TV FUND 11-A, LTD.
------------------------
(A Limited Partnership)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
---------------------------------------
(1) This Form 10-Q is being filed in conformity with the SEC requirements for
unaudited financial statements and does not contain all of the necessary
footnote disclosures required for a fair presentation of the Balance Sheets and
Statements of Operations and Cash Flows in conformity with generally accepted
accounting principles. However, in the opinion of management, this data includes
all adjustments, consisting only of normal recurring accruals, necessary to
present fairly the financial position of Cable TV Fund 11-A, Ltd. (the
"Partnership") at June 30, 1997 and December 31, 1996, its Statements of
Operations for the three and six month periods ended June 30, 1997 and 1996 and
its Statements of Cash Flows for the six month periods ended June 30, 1997 and
1996. Results of operations for these periods are not necessarily indicative of
results to be expected for the full year.
The Partnership is a Colorado limited partnership that was formed pursuant
to the public offering of limited partnership interests in the Cable TV Fund 11
Limited Partnership Program (the "Program"), which was sponsored by Jones
Intercable, Inc. (the "General Partner"), to acquire, own and operate cable
television systems in the United States. Cable TV Fund 11-B, Ltd. ("Fund 11-
B"), Cable TV Fund 11-C, Ltd. ("Fund 11-C") and Cable TV Fund 11-D, Ltd. ("Fund
11-D") are other partnerships that were formed pursuant to the Program. The
Partnership, Fund 11-B, Fund 11-C and Fund 11-D formed a general partnership
known as Cable TV Joint Fund 11 (the "Venture") in which the Partnership owns an
18 percent interest. The Partnership does not directly own any cable television
systems. The Partnership's only asset is its 18 percent ownership interest in
the Venture, and the Venture's only asset during the period covered by this
report was the cable television system serving subscribers in Manitowoc,
Wisconsin (the "Manitowoc System"), which was sold on June 30, 1997.
(2) On June 30, 1997, the Venture completed the sale of the Manitowoc System to
a wholly owned subsidiary of the General Partner for a sales price of
$16,122,333, subject to normal working capital closing adjustments. This
transaction was approved by a majority of the Partnership's limited partnership
interests in a vote conducted during the second quarter of 1997. The Venture
repaid all of its indebtedness, which totaled $21,304. In July 1997, the
Partnership received 18 percent of the net sales proceeds plus cash on hand from
operations and prior sales, totaling $3,542,853. The Partnership repaid $10,781
that it had owed to the General Partner and the remaining proceeds of $3,532,072
were distributed to its partners. Cash generated from operations of $231,471 was
distributed 99 percent to the limited partners and 1 percent to the General
Partner. Because limited partners have already received distributions in an
amount in excess of the capital initially contributed to the Partnership by the
limited partners, the remaining proceeds (from the sale of other Wisconsin
systems formerly owned by the Venture and the net proceeds from the sale of the
Manitowoc System) were distributed 75 percent ($2,472,756) to the limited
partners and 25 percent ($827,845) to the General Partner. In total, the limited
partners, as a group, received $2,701,912 and the General Partner received
approximately $830,160. As a result of these distributions, the limited partners
received $58 for each $500 limited partnership interest, or approximately $116
for each $1,000 invested in the Partnership. The limited partners of the
Partnership have received a total of approximately $1,269 for each $500 limited
partnership interest, or approximately $2,538 for each $1,000 invested in the
Partnership, taking into account the prior distributions to limited partners
made in 1988 and 1990. The General Partner is in the process of formally
dissolving the Partnership and the Venture, which should occur before yearend.
5
<PAGE>
(3) Financial information regarding the Venture is presented below.
UNAUDITED BALANCE SHEETS
------------------------
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
-------------- ------------
ASSETS
------
<S> <C> <C>
Cash and trade receivables $ 19,701,354 $ 3,675,783
Investment in cable television properties - 2,441,259
Other assets - 1,911,804
------------- -------------
Total assets $ 19,701,354 $ 8,028,846
============= =============
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
Debt $ - $ 3,679
Payables and accrued liabilities 19,444,856 555,064
Partners' contributed capital 45,000,000 45,000,000
Distributions (138,359,349) (118,914,493)
Accumulated earnings 93,615,847 81,384,596
------------- -------------
Total liabilities and partners' capital $ 19,701,354 $ 8,028,846
============= =============
</TABLE>
6
<PAGE>
UNAUDITED STATEMENTS OF OPERATIONS
----------------------------------
<TABLE>
<CAPTION>
For the Three Months Ended For the Six Months Ended
June 30, June 30,
---------------------------- -------------------------
1997 1996 1997 1996
----------- ------------ ----------- ----------
<S> <C> <C> <C> <C>
Revenues $ 991,681 $914,788 $ 1,931,495 $1,837,683
Operating expenses 554,626 574,994 1,136,142 1,114,411
Management fees and allocated overhead
from Jones Intercable, Inc. 111,388 116,400 225,873 225,302
Depreciation and amortization 126,569 108,033 250,306 216,068
----------- -------- ----------- ----------
Operating income 199,098 115,361 319,174 281,902
Interest expense (1,558) (2,421) (2,174) (7,270)
Interest income 55,725 59,784 106,765 115,458
Gain on sale of cable
television system 11,795,752 - 11,795,752 -
Other, net 11,580 (1,569) 11,734 (175,804)
----------- -------- ----------- ----------
Net income $12,060,597 $171,155 $12,231,251 $ 214,286
=========== ======== =========== ==========
</TABLE>
7
<PAGE>
CABLE TV FUND 11-A, LTD.
------------------------
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
FINANCIAL CONDITION
- -------------------
The Partnership owns an 18 percent interest in the Venture. The
Partnership's investment in the Venture, accounted for under the equity method,
decreased by $1,370,776 to $19,950 at June 30, 1997 from $1,390,726 at December
31, 1996. This decrease represents the Partnership's proportionate share of net
income generated by the Venture during the first six months of 1997 reduced by
distributions received from the Venture.
On June 30, 1997, the Venture completed the sale of the Manitowoc System to
a wholly owned subsidiary of the General Partner for a sales price of
$16,122,333, subject to normal working capital closing adjustments. This
transaction was approved by a majority of the Partnership's limited partnership
interests in a vote conducted during the second quarter of 1997. The Venture
repaid all of its indebtedness, which totaled $21,304. In July 1997, the
Partnership received 18 percent of the net sales proceeds plus cash on hand from
operations and prior sales, totaling $3,542,853. The Partnership repaid $10,781
that it had owed to the General Partner and the remaining proceeds of $3,532,072
were distributed to its partners. Cash generated from operations of $231,471
was distributed 99 percent to the limited partners and 1 percent to the General
Partner. Because limited partners have already received distributions in an
amount in excess of the capital initially contributed to the Partnership by the
limited partners, the remaining proceeds (from the sale of other Wisconsin
systems formerly owned by the Venture and the net proceeds from the sale of the
Manitowoc System) were distributed 75 percent ($2,472,756) to the limited
partners and 25 percent ($827,845) to the General Partner. In total, the
limited partners, as a group, received $2,701,912 and the General Partner
received approximately $830,160. As a result of these distributions, the
limited partners received $58 for each $500 limited partnership interest, or
approximately $116 for each $1,000 invested in the Partnership. The limited
partners of the Partnership have received a total of approximately $1,269 for
each $500 limited partnership interest, or approximately $2,538 for each $1,000
invested in the Partnership, taking into account the prior distributions to
limited partners made in 1988 and 1990. The General Partner is in the process
of formally dissolving the Partnership and the Venture, which should occur
before yearend.
RESULTS OF OPERATIONS
- ---------------------
The Venture sold its Manitowoc System on June 30, 1997. Upon final
liquidation, the Partnership and the Venture will be dissolved.
8
<PAGE>
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The sale of the Manitowoc System was subject to the approval of the holders of a
majority of the limited partnership interests in each of the Partnerships.
Limited partners of record at the close of business on April 30, 1997 were
entitled to notice of, and to participate in, this vote of limited partners.
Following are the results of the vote of the limited partners of each of the
limited partnerships:
<TABLE>
<CAPTION>
No. of
Interests
Entitled to Approved Against Abstained Did Not Vote
--------------- ---------- ------------ --------------
Vote No. % No. % No. % No. %
----------- --- --- --- --- --- --- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Cable TV Fund 11-A, Ltd. 46,725 31,898 68.3 241 0.5 453 1.0 14,133 30.2
Cable TV Fund 11-B, Ltd. 38,026 27,394 72.0 104 0.3 282 0.7 10,246 27.0
Cable TV Fund 11-C, Ltd. 27,657 18,862 68.2 152 0.6 313 1.1 8,330 30.1
Cable TV Fund 11-D, Ltd. 50,000 34,386 68.8 135 0.3 516 1.0 14,963 29.9
</TABLE>
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
27) Financial Data Schedule
b) Reports on Form 8-K
Report on Form 8-K dated June 30, 1997, reported that on June 30, 1997,
Cable TV Joint Fund 11 (the "Venture"), a joint venture among Cable TV Fund
11-A, Ltd., Cable TV Fund 11-B, Ltd., Cable TV Fund 11-C, Ltd. and Cable TV
Fund 11-D, Ltd., Colorado limited partnerships (the "Partnerships"), sold
the cable television system serving the City of Manitowoc, Wisconsin to a
wholly owned subsidiary of Jones Intercable, Inc. ("Intercable") for a
sales price of $16,122,333, subject to normal working capital closing
adjustments. Intercable is the general partner of the Partnerships. Cable
TV Fund 11-A, Ltd. owns an 18 percent interest in the Venture.
9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CABLE TV FUND 11-A, LTD.
BY: JONES INTERCABLE, INC.
General Partner
By:/S/ Kevin P. Coyle
-----------------------------------------
Kevin P. Coyle
Group Vice President/Finance
(Principal Financial Officer)
Dated: August 11, 1997
10
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-01-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,562,803
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,526,803
<CURRENT-LIABILITIES> 3,542,853
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 3,526,803
<TOTAL-LIABILITY-AND-EQUITY> 3,562,803
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (2,172,077)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2,172,077
<INCOME-TAX> 0
<INCOME-CONTINUING> 2,172,077
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,172,077
<EPS-PRIMARY> 34.98
<EPS-DILUTED> 34.98
</TABLE>
