<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 March 31, 1996
--------------
[ ] 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: 0-13171
Cable TV Fund 11-D, LTD.
- ------------------------------------------------------------------------------
Exact name of registrant as specified in charter
Colorado 84-0917842
- ------------------------------------------------------------------------------
State of organization I.R.S. employer I.D.#
9697 East Mineral Avenue, P.O. Box 3309, Englewood, Colorado 80155-3309
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Address of principal executive office
(303) 792-3111
-----------------------------
Registrant's telephone number
Indicate by check mark whether the registrant (l) has filed all reports required
to be filed by Section l3 or l5(d) of the Securities Exchange Act of l934 during
the preceding l2 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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CABLE TV FUND 11-D, LTD.
------------------------
(A Limited Partnership)
UNAUDITED BALANCE SHEETS
------------------------
<TABLE>
<CAPTION>
March 31, December 31,
ASSETS 1996 1995
------ ------------- -------------
<S> <C> <C>
INVESTMENT IN CABLE TELEVISION JOINT VENTURE $ 2,732,323 $ 2,712,064
============ ============
PARTNERS' CAPITAL (DEFICIT)
---------------------------
PARTNERS' CAPITAL (DEFICIT):
General Partner-
Contributed capital $ 1,000 $ 1,000
Distributions (8,005,517) (8,005,517)
Accumulated earnings 7,829,938 7,829,735
------------ ------------
(174,579) (174,782)
------------ ------------
Limited Partners-
Net contributed capital (50,000 units outstanding
at March 31, 1996 and December 31, 1995) 21,598,038 21,598,038
Distributions (49,016,548) (49,016,548)
Accumulated earnings 30,325,412 30,305,356
------------ ------------
2,906,902 2,886,846
------------ ------------
Total partners' capital (deficit) $ 2,732,323 $ 2,712,064
============ ============
</TABLE>
The accompanying notes to unaudited financial statements
are an integral part of these unaudited balance sheets.
2
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CABLE TV FUND 11-D, LTD.
------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF OPERATIONS
----------------------------------
<TABLE>
<CAPTION>
For the Three Months Ended
March 31,
--------------------------
<S> <C> <C>
1996 1995
------- -------
EQUITY IN NET INCOME OF CABLE
TELEVISION JOINT VENTURE $20,259 $21,792
------- -------
NET INCOME $20,259 $21,792
======= =======
ALLOCATION OF NET INCOME:
General Partner $ 203 $ 218
======= =======
Limited Partners $20,056 $21,574
======= =======
NET INCOME PER LIMITED PARTNERSHIP UNIT $.40 $ .43
======= =======
WEIGHTED AVERAGE NUMBER OF LIMITED
PARTNERSHIP UNITS OUTSTANDING 50,000 50,000
======= =======
</TABLE>
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
3
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CABLE TV FUND 11-D, LTD.
------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF CASH FLOWS
----------------------------------
<TABLE>
<CAPTION>
For the Three Months Ended
March 31,
--------------------------
1996 1995
----------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 20,259 $ 21,792
Adjustments to reconcile net income to
net cash provided by operating activities:
Equity in net income of cable
television joint venture (20,259) (21,792)
------------ ------------
Net cash provided by operating activities - -
------------ ------------
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
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CABLE TV FUND 11-D, 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-D, Ltd. (the
"Partnership") at March 31, 1996 and December 31, 1995 and its Statements of
Operations and Cash Flows for the three month periods ended March 31, 1996 and
1995. 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-A, Ltd. ("Fund 11-
A"), Cable TV Fund 11-B, Ltd. ("Fund 11-B") and Cable TV Fund 11-C, Ltd. ("Fund
11-C") are the other partnerships that were formed pursuant to the Program. The
Partnership, Fund 11-A, Fund 11-B and Fund 11-C formed a general partnership
known as Cable TV Joint Fund 11 (the "Venture") in which the Partnership owns a
47 percent interest. The Partnership does not directly own any cable television
systems. The Partnership's only asset is its 47 percent ownership interest in
the Venture, and the Venture's only asset is the cable television system serving
subscribers in Manitowoc, Wisconsin (the "Manitowoc System").
(2) The General Partner manages the Partnership and the Venture and receives a
fee for its services equal to 5 percent of the gross revenues of the Venture,
excluding revenues from the sale of cable television systems or franchises.
Management fees paid by the Venture and attributable to the Partnership for the
three month periods ended March 31, 1996 and 1995 (reflecting the Partnership's
47 percent interest in the Venture) were $21,637 and $20,016, respectively.
The Venture reimburses the General Partner for certain allocated overhead
and administrative expenses. These expenses represent the salaries and related
benefits paid for corporate personnel, rent, data processing services and other
corporate facilities costs. Such personnel provide engineering, marketing,
administrative, accounting, legal and investor relations services to the
Venture. Allocations of personnel costs are primarily based upon actual time
spent by employees of the General Partner with respect to each partnership
managed. Remaining expenses are allocated based on the pro rata relationship of
the Venture's revenues to the total revenues of all systems owned or managed by
the General Partner and certain of its subsidiaries. Systems owned by the
General Partner and all other systems owned by partnerships for which Jones
Intercable, Inc. is the general partner are also allocated a proportionate share
of these expenses. The General Partner believes that the methodology used in
allocating overhead and administrative expenses is reasonable. Reimbursements
to the General Partner paid by the Venture and attributable to the Partnership
for allocated overhead and administrative expenses for the three month periods
ended March 31, 1996 and 1995 (reflecting the Partnership's 47 percent interest
in the Venture) were $29,429 and $34,527, respectively.
(3) On September 5, 1995, the Venture entered into an asset purchase agreement
pursuant to which it agreed to sell the Manitowoc System to the General Partner
for a sales price of $15,735,667, subject to normal working capital closing
adjustments. The closing of the sale of the Manitowoc System is subject to a
number of conditions, including the approval of the holders of a majority of the
limited partnership interests in each of the four partnerships that comprise the
Venture in votes to be conducted in 1996 and the successful transfer of the
Manitowoc System's franchise. It was previously announced that Jones Cable
Holdings, Inc. ("JCH"), a subsidiary of the General Partner, intended to acquire
the Manitowoc System from the Venture and then transfer the Manitowoc System to
Time Warner Entertainment Company, L.P. ("Time Warner") as part of a larger
exchange of cable television systems between JCH and Time Warner. On April 3,
1996, JCH and Time Warner agreed to exclude the Manitowoc System from the
exchange. JCH is still obligated to purchase the Manitowoc System from the
Venture, subject to a number of closing conditions that have not yet been
satisfied, including the approval of the transaction by the holders of a
majority of the limited partnership interests of each of the four constituent
partnerships of the Venture and the approval of the City of Manitowoc to the
transfer of the Manitowoc System's franchise. The General Partner intends to
conduct the votes of the limited partners of the four constituent partnerships
of the Venture only after the City of Manitowoc consents to the transfer of the
franchise. Although the General Partner is engaged in ongoing negotiations with
the City of Manitowoc with respect to the renewal and transfer of the Manitowoc
franchise, there can be no assurance that the City of Manitowoc will consent to
the transfer
5
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of the franchise to JCH. If all conditions precedent to JCH's obligation to
close are not eventually satisfied or waived, JCH's obligation to purchase the
Manitowoc System will terminate on September 30, 1996.
(4) Financial information regarding the Venture is presented below.
UNAUDITED BALANCE SHEETS
------------------------
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
-------------- --------------
<S> <C> <C>
ASSETS
------
Cash and trade receivables $ 3,041,555 $ 3,117,775
Investment in cable television properties 2,488,623 2,516,657
Other assets 1,895,485 1,869,614
------------- -------------
Total assets $ 7,425,663 $ 7,504,046
============= =============
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
Debt $ 7,691 $ 9,917
Payables and accrued liabilities 323,084 442,372
Partners' contributed capital 45,000,000 45,000,000
Distributions (118,914,493) (118,914,493)
Accumulated earnings 81,009,381 80,966,250
------------- -------------
Total liabilities and partners' capital $ 7,425,663 $ 7,504,046
============= =============
</TABLE>
6
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UNAUDITED STATEMENTS OF OPERATIONS
----------------------------------
<TABLE>
<CAPTION>
For the Three Months Ended
March 31,
--------------------------
1996 1995
--------- --------
<S> <C> <C>
Revenues $ 922,895 $853,728
Operating expenses 539,417 583,736
Management fees and allocated overhead from
Jones Intercable, Inc. 108,902 116,322
Depreciation and amortization 108,035 139,565
--------- --------
Operating income 166,541 14,105
--------- --------
Interest expense (4,849) (6,284)
Interest income 55,674 38,046
Other, net (174,235) 607
--------- --------
Net income $ 43,131 $ 46,474
========= ========
</TABLE>
Management fees paid to Intercable by the Venture totaled $46,145 for the
three month period ended March 31, 1996 and $42,686 for the comparable 1995
period. Reimbursements for overhead and administrative expenses paid to
Intercable by the Venture totaled $62,757 for the three month period ended March
31, 1996 and $73,636 for the comparable 1995 period.
7
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CABLE TV FUND 11-D, LTD.
------------------------
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
FINANCIAL CONDITION
- -------------------
Cable TV Fund 11-D, Ltd. (the "Partnership") owns a 47 percent interest in
Cable TV Joint Fund 11 (the "Venture"). The Venture owns and operates the cable
television system serving the areas in and around the City of Manitowoc,
Wisconsin (the "Manitowoc System"). The Partnership's investment in this
Venture, accounted for under the equity method, has increased by $20,259 to
$2,732,323 at March 31, 1996 from $2,712,064 at December 31, 1995. This
increase represents the Partnership's proportionate share of income generated by
the Venture during the first quarter of 1996.
On September 5, 1995, the Venture entered into an asset purchase agreement
pursuant to which it agreed to sell the Manitowoc System to the General Partner
for a sales price of $15,735,667, subject to normal working capital closing
adjustments. The closing of the sale of the Manitowoc System is subject to a
number of conditions, including the approval of the holders of a majority of the
limited partnership interests in each of the four partnerships that comprise the
Venture in votes to be conducted in 1996 and the successful transfer of the
Manitowoc System's franchise. It was previously announced that Jones Cable
Holdings, Inc. ("JCH"), a subsidiary of the General Partner, intended to acquire
the Manitowoc System from the Venture and then transfer the Manitowoc System to
Time Warner Entertainment Company, L.P. ("Time Warner") as part of a larger
exchange of cable television systems between JCH and Time Warner. On April 3,
1996, JCH and Time Warner agreed to exclude the Manitowoc System from the
exchange. JCH is still obligated to purchase the Manitowoc System from the
Venture, subject to a number of closing conditions that have not yet been
satisfied, including the approval of the transaction by the holders of a
majority of the limited partnership interests of each of the four constituent
partnerships of the Venture and the approval of the City of Manitowoc to the
transfer of the Manitowoc System's franchise. The General Partner intends to
conduct the votes of the limited partners of the four constituent partnerships
of the Venture only after the City of Manitowoc consents to the transfer of the
franchise. Although the General Partner is engaged in ongoing negotiations with
the City of Manitowoc with respect to the renewal and transfer of the Manitowoc
franchise, there can be no assurance that the City of Manitowoc will consent to
the transfer of the franchise to JCH. If all conditions precedent to JCH's
obligation to close are not eventually satisfied or waived, JCH's obligation to
purchase the Manitowoc System will terminate on September 30, 1996.
During the first three months of 1996, the Venture expended approximately
$80,000 for capital additions in the Manitowoc System. These capital additions
were for various enhancements to maintain the value of the system until it is
sold and were funded from cash generated from operations.
The Venture had no bank debt outstanding at March 31, 1996.
The Venture has sufficient liquidity and capital resources, including cash
on hand and its ability to generate cash from operations, to meet its
anticipated needs.
REGULATION AND LEGISLATION
- --------------------------
The Telecommunications Act of 1996 (the "1996 Act"), which became law on
February 8, 1996, substantially revised the Communications Act of 1934, as
amended, including the 1984 Cable Act and the 1992 Cable Act, and has been
described as one of the most significant changes in communications regulation
since the original Communications Act of 1934. The 1996 Act is intended, in
part, to promote substantial competition in the telephone local exchange and in
the delivery of video and other services. As a result of the 1996 Act, local
telephone companies (also known as local exchange carriers or "LECs") and other
service providers are permitted to provide video programming, and cable
television operators are permitted entry into the telephone local exchange
market. The FCC is required to conduct rulemaking proceedings over the next
several months to implement various provisions of the 1996 Act.
Among other provisions, the 1996 Act modified the 1992 Cable Act by
deregulating the cable programming service tier of large cable operators
effective March 31, 1999 and the cable programming service tier of "small" cable
8
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operators in systems providing service to 50,000 or fewer subscribers effective
immediately. The 1996 Act also revised the procedures for filing cable
programming service tier rate complaints and adds a new effective competition
test.
It is premature to predict the specific effects of the 1996 Act on the
cable industry in general or the Venture in particular. The FCC will be
undertaking numerous rulemaking proceedings to interpret and implement the 1996
Act. It is not possible at this time to predict the outcome of those
proceedings or their effect on the Venture.
RESULTS OF OPERATIONS
- ---------------------
All of the Partnership's operations are generated through its 47 percent
interest in the Venture. Revenues of the Venture totaled $922,895 for the three
month period ended March 31, 1996 compared to $853,728 in 1995, an increase of
$69,167, or approximately 8 percent. An increase in the basic service
subscriber base accounted for approximately 42 percent of the increase in
revenues in 1996. The number of basic service subscribers increased by 359, or
approximately 3 percent, to 11,366 at March 31, 1996 from 11,007 at March 31,
1995. The number of premium service subscribers increased by 608, or
approximately 9 percent, to 7,593 at March 31, 1996 from 6,985 at March 31,
1995. Basic service rate increases accounted for approximately 38 percent of
the increase in revenues. No other individual factor contributed significantly
to the increase in revenues.
Operating expenses consist primarily of costs associated with the
administration of the Manitowoc System. The principal cost components are
salaries paid to system personnel, programming expenses, professional fees,
subscriber billing costs, rent for leased facilities, cable system maintenance
expenses and consumer marketing expenses.
Operating expenses in the Manitowoc System totaled $539,417 for the three
month period ended March 31, 1996 compared to $583,736 in 1995, a decrease of
$44,319, or approximately 8 percent. Operating expenses represented
approximately 58 percent of revenues in 1996 compared to approximately 68
percent of revenues in 1995. This decrease was due to a significant decrease in
property taxes, due to a change in the method used to assess the assets of the
Manitowoc System. No other individual factor contributed significantly to the
decrease in operating expenses.
Management fees and allocated overhead from the General Partner totaled
$108,902 for the three month period ended March 31, 1996 compared to $116,322 in
1995, a decrease of $7,420, or approximately 6 percent. This decrease was due
to a decrease in allocated expenses from the General Partner.
Depreciation and amortization expense totaled $108,035 for the three month
period ended March 31, 1996 compared to $139,565 in 1995, a decrease of $31,530,
or approximately 23 percent, due to the maturation of the intangible asset base.
Operating income totaled $166,541 for the three month period ended March
31, 1996 compared to $14,105 for the three month period ended March 31, 1995, an
increase of $152,436. This increase was due to the increase in revenues and the
decreases in operating expenses, management fees and allocated overhead from the
General Partner and depreciation and amortization expense.
The cable television industry generally measures the financial performance
of a cable television system in terms of cash flow or operating income before
depreciation and amortization. The value of a cable television system is often
determined using multiples of cash flow. This measure is not intended to be a
substitute or improvement upon the items disclosed on the financial statements,
rather it is included because it is an industry standard. Operating income
before depreciation and amortization totaled $274,576 for 1996 compared to
$153,670 in 1995, an increase of $120,906, or approximately 79 percent. This
increase was due to the increase in revenues and the decreases in operating
expenses and management fees and allocated overhead from the General Partner.
Interest income totaled $55,674 for the three month period ended March 31,
1996 compared to $38,046 in 1995, an increase of $17,628, or approximately 46
percent. This increase was due to higher cash balances and higher interest
rates on interest-bearing accounts in 1996.
Interest expense totaled $4,849 for the three month period ended March 31,
1996 compared to $6,284 in 1995, a decrease of $1,435, or approximately 23
percent. This decrease was due to lower outstanding balances on interest
bearing obligations.
9
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Other expense totaled $174,235 for the three month period ended March 31,
1996 compared to other income of $607 in 1995, an increase of $174,842. This
increase was due primarily to additional expenses incurred in 1996 from a sales
and use tax audit.
Net income of the Venture totaled $43,131 for the three month period ended
March 31, 1996 compared to $46,474 in 1995, a decrease of $3,343, or
approximately 7 percent. This decrease was due primarily to the increase in
other expense which was offset by the increases in operating income and interest
income.
10
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PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
27) Financial Data Schedule
b) Reports on Form 8-K
None
11
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CABLE TV FUND 11-D, LTD.
BY: JONES INTERCABLE, INC.
General Partner
By:/s/ KEVIN P. COYLE
-----------------------------------
Kevin P. Coyle
Group Vice President/Finance
(Principal Financial Officer)
Dated: May 13, 1996
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,732,323
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 2,732,323
<TOTAL-LIABILITY-AND-EQUITY> 2,732,323
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (20,259)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 20,259
<INCOME-TAX> 0
<INCOME-CONTINUING> 20,259
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 20,259
<EPS-PRIMARY> .40
<EPS-DILUTED> .40
</TABLE>
