<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: 0-13171
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
------------------------------------------------------------------------
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 ______
-------
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CABLE TV FUND 11-D, LTD.
------------------------
(A Limited Partnership)
UNAUDITED BALANCE SHEETS
------------------------
<TABLE>
<CAPTION>
June 30, December 31,
ASSETS 1997 1996
------ ------------- -------------
<S> <C> <C>
Investment in cable television joint venture: $ 120,269 $ 2,908,226
Distribution receivable from cable television joint venture 9,117,693 -
------------ ------------
Total assets $ 9,237,962 $ 2,908,226
============ ============
LIABILITIES AND PARTNER'S CAPITAL (DEFICIT)
-------------------------------------------
LIABILITIES:
Distribution payable to General Partner $ 2,136,455 $ -
Distribution payable to limited partners 6,981,238 -
------------ ------------
Total liabilities 9,117,693 -
------------ ------------
PARTNERS' CAPITAL (DEFICIT)
General Partner-
Contributed capital $ 1,000 $ 1,000
Distributions (10,141,972) (8,005,517)
Accumulated earnings 9,275,946 7,831,697
------------ ------------
(865,026) (172,820)
------------ ------------
Limited Partners-
Net contributed capital (50,000 units outstanding
at June 30, 1997 and December 31, 1996) 21,598,038 21,598,038
Distributions (55,997,786) (49,016,548)
Accumulated earnings 35,385,043 30,499,556
------------ ------------
985,295 3,081,046
------------ ------------
Total liabilities and partners' capital (deficit) $ 9,237,962 $ 2,908,226
============ ============
</TABLE>
The accompanying notes to unaudited financial statements
are an integral part of these unaudited balance sheets.
2
<PAGE>
CABLE TV FUND 11-D, LTD.
------------------------
(A Limited Partnership)
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>
EQUITY IN NET INCOME
OF CABLE TELEVISION
JOINT VENTURE $6,249,716 $80,220 $6,329,736 $100,479
---------- ------- ---------- --------
NET INCOME $6,249,716 $80,220 $6,329,736 $100,479
========== ======= ========== ========
ALLOCATION OF NET INCOME:
General Partner $1,443,449 $ 802 $1,444,249 $ 1,005
========== ======= ========== ========
Limited Partners $4,806,267 $79,418 $4,885,487 $ 99,474
========== ======= ========== ========
NET INCOME PER LIMITED
PARTNERSHIP UNIT $ 96.13 $ 1.59 $ 97.71 $ 1.99
========== ======= ========== ========
WEIGHTED AVERAGE NUMBER
OF LIMITED PARTNERSHIP
UNITS OUTSTANDING 50,000 50,000 50,000 50,000
========== ======= ========== ========
</TABLE>
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
3
<PAGE>
CABLE TV FUND 11-D, 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 $ 6,329,736 $ 100,479
Adjustments to reconcile net income to
net cash provided by operating activities:
Equity in net income of cable television
joint venture (6,329,736) (100,479)
----------- ---------
Net cash provided by operating activities - -
----------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in distribution receivable from
cable television joint venture (9,117,693) -
Increase in distribution payable to
General Partner 2,136,455 -
Increase in distribution payable to limited
partners 6,981,238 -
Distributions from cable television joint venture 9,117,693 -
Distributions to partners (9,117,693) -
----------- ---------
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-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 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-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 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 during the period covered by this
report was the cable television system serving subscribers in Manitowoc,
Wisconsin (the "Manitowoc System"), which was sold 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 47 percent of the net sales proceeds plus cash on hand from
operations and prior sales, totaling $9,117,693, which was distributed to its
partners. Cash generated from operations of $595,701 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 ($6,391,494) to the limited partners and 25 percent
($2,130,498) to the General Partner. In total, the limited partners, as a group,
received $6,981,238 and the General Partner received $2,136,455. As a result of
these distributions, the limited partners received approximately $140 for each
$500 limited partnership interest, or approximately $280 for each $1,000
invested in the Partnership. The limited partners of the Partnership have
received a total of approximately $1,120 for each $500 limited partnership
interest, or approximately $2,240 for each $1,000 invested in the Partnership,
taking into account the prior distributions to limited partners made in 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
------------- ------------
<S> <C> <C>
ASSETS
------
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-D, LTD.
------------------------
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
FINANCIAL CONDITION
- -------------------
The Partnership owns a 47 percent interest in the Venture. The
Partnership's investment in the Venture, accounted for under the equity method,
decreased by $2,787,957 to $120,269 at June 30, 1997 from $2,908,226 at
December 31, 1996. This decrease represents the Partnership's proportionate
share of 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 47 percent of the net sales proceeds plus cash on hand from
operations and prior sales, totaling $9,117,693, which was distributed to its
partners. Cash generated from operations of $595,701 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 ($6,391,494) to the limited partners and 25 percent
($2,130,498) to the General Partner. In total, the limited partners, as a
group, received $6,981,238 and the General Partner received $2,136,455. As a
result of these distributions, the limited partners received approximately $140
for each $500 limited partnership interest, or approximately $280 for each
$1,000 invested in the Partnership. The limited partners of the Partnership
have received a total of approximately $1,120 for each $500 limited partnership
interest, or approximately $2,240 for each $1,000 invested in the Partnership,
taking into account the prior distributions to limited partners made in 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-D, Ltd. owns a 47 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-D, LTD.
BY: JONES INTERCABLE, INC.
General Partner
By: /S/ Kevin P. Coyle
-------------------------------
Kevin P. Coyle
Group Vice President/Finance
(Principal Financial Officer)
Dated: August 13, 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-30-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 9,117,693
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 9,237,962
<CURRENT-LIABILITIES> 9,117,693
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 120,269
<TOTAL-LIABILITY-AND-EQUITY> 9,237,962
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (6,329,736)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 6,329,736
<INCOME-TAX> 0
<INCOME-CONTINUING> 6,329,736
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,329,736
<EPS-PRIMARY> 97.71
<EPS-DILUTED> 97.71
</TABLE>
