SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X Quarterly Report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 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: 333-19327
OLYMPUS COMMUNICATIONS, L.P.
(Exact name of registrant as specified in its charter)
Delaware 25-1622615
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
OLYMPUS CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 23-2868925
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
-------------------------------------------------------
Main at Water Street
Coudersport, PA 16915-1141
(Address of principal (Zip code)
executive offices)
814-274-9830
(Registrants' telephone number including area code)
Indicate by check mark whether the registrants (1) have 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) have been subject to such
filing requirements for the past 90 days.
Yes __ No X
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OLYMPUS COMMUNICATIONS, L.P. AND SUBSIDIARIES
INDEX
Page Number
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
<S> <C>
Consolidated Balance Sheets - December 31, 1996 and March 31, 1997..............................3
Consolidated Statements of Operations - Three Months Ended March 31, 1996
and 1997.......................................................................................4
Consolidated Statements of Cash Flows - Three Months Ended March 31, 1996
and 1997.......................................................................................5
Notes to Interim Consolidated Financial Statements..............................................6
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations..................................................................................7
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.............................................................................15
Item 2. Changes in Securities.........................................................................15
Item 3. Defaults Upon Senior Securities..............................................................15
Item 4. Submission of Matters to a Vote of Security Holders..........................................15
Item 5. Other Information............................................................................15
Item 6. Exhibits and Reports on Form 8-K..............................................................15
SIGNATURE..............................................................................................16
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
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OLYMPUS COMMUNICATIONS, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Unaudited)
(Dollars in thousands)
December 31, March 31,
------------------------
1996 1997
------------------------
ASSETS:
Cable systems, at cost, net of accumulated depreciation and amortization:
<S> <C> <C>
Property, plant and equipment $ 225,775 $ 229,140
Intangible assets 350,411 348,588
--------- ---------
Total 576,186 577,728
Cash and cash equivalents 26,466 13,512
Subscriber receivables - net 10,491 9,528
Prepaid expenses and other assets - net 27,078 26,624
--------- ---------
Total $ 640,221 $ 627,392
========= =========
LIABILITIES AND PARTNERS' EQUITY (DEFICIENCY):
Notes payable to banks $ 309,000 $ 294,000
10 5/8% Senior Notes due 2006 200,000 200,000
Other debt 63,713 65,573
Accounts payable 15,122 15,240
Subscriber advance payments and deposits 5,426 6,119
Accrued interest and other liabilities 30,429 32,049
Accrued priority return on preferred limited
partner interests 20,476 20,476
Due to affiliates - net 39,667 41,324
Deferred income taxes 40,587 40,528
--------- ---------
Total liabilities 724,420 715,309
Commitments and contingencies (Note 4)
Partners' equity (deficiency):
Limited partners' interests 407,669 427,325
General partners' equity (deficiency) (491,868) (515,242)
--------- ---------
Total partners' equity (deficiency) (84,199) (87,917)
--------- ---------
Total $ 640,221 $ 627,392
========= =========
See notes to interim consolidated financial statements.
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OLYMPUS COMMUNICATIONS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(Dollars in thousands)
Three Months Ended
March 31,
--------------------
1996 1997
-------- --------
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Revenues $ 39,088 $ 41,411
-------- --------
Operating expenses:
Direct operating and programming 12,402 13,869
Selling, general and administrative 7,145 7,511
Depreciation and amortization 9,573 9,939
Management fees to Managing Affiliate 2,009 2,357
-------- --------
Total 31,129 33,676
-------- --------
Operating income 7,959 7,735
-------- --------
Other income (expense):
Interest expense (9,460) (11,434)
Interest expense - affiliates (1,650) (1,650)
Other 122 (44)
-------- --------
Total (10,988) (13,128)
-------- --------
Loss before income taxes (3,029) (5,393)
Income tax benefit 610 75
-------- --------
Net loss (2,419) (5,318)
Priority return on preferred and senior limited partner interests (17,222) (18,006)
-------- --------
Net loss of general and limited partners after priority return $(19,641) $(23,324)
======== ========
Net loss per general and limited partners'
unit after priority return $ (1,964) $ (2,332)
======== ========
See notes to interim consolidated financial statements.
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OLYMPUS COMMUNICATIONS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Dollars in thousands)
Three Months
Ended March 31,
---------------------
1996 1997
--------- ---------
Cash flows from operating activities:
Net loss $ (2,419) $ (5,318)
Adjustments to reconcile net loss to net cash provided
by operating activities:
Depreciation 6,390 6,024
Amortization 3,183 3,915
Accretion of non-interest bearing note 1,408 1,813
Deferred income taxes (610) (59)
Changes in operating assets and liabilities,
net of effects of acquisition:
Subscriber receivables 51 963
Prepaid expenses and other assets (1,507) (1,637)
Accounts payable 375 118
Subscriber advance payments and deposits 81 693
Accrued interest and other liabilities (1,141) 1,606
-------- --------
Net cash provided by operating activities 5,811 8,118
-------- --------
Cash flows from investing activities:
Business acquisition, net of cash acquired (38,775) --
Expenditures for property, plant and equipment (5,922) (9,205)
--------
Cash used for investing activities (44,697) (9,205)
-------- --------
Cash flows from financing activities:
Proceeds from debt 95,500 --
Repayments of debt (50) (15,124)
Payments of priority returns (16,016) (18,006)
Amounts advanced from affiliates 470 1,657
Issuance of preferred limited partner interests 12,338 19,656
Capital distributions (54,722) (50)
-------- --------
Net cash provided by (used for) financing activities 37,520 (11,867)
-------- --------
Decrease in cash and cash equivalents (1,366) (12,954)
Cash and cash equivalents, beginning of period 32,677 26,466
-------- --------
Cash and cash equivalents, end of period $ 31,311 $ 13,512
======== ========
See notes to interim consolidated financial statements.
5
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OLYMPUS COMMUNICATIONS, L.P. AND SUBSIDIARIES
===============================================================================
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(Dollars in thousands)
The accompanying unaudited interim financial statements of Olympus
Communications, L.P. and its substantially wholly-owned subsidiaries ("Olympus"
or the "Company") have been prepared in accordance with the rules and
regulations of the Securities and Exchange Commission.
In the opinion of management, all adjustments, consisting of only
normal recurring accruals necessary to present fairly the unaudited results of
operations for the three months ended March 31, 1996 and 1997, have been
included. These interim consolidated financial statements should be read in
conjunction with Olympus' audited consolidated financial statements for the year
ended December 31, 1996 included in its Registration Statement No. 333-19327 on
Form S-4 Amendment No. 2 filed April 30, 1997 ("Form S-4"). The results of
operations for the three months ended March 31, 1997 are not necessarily
indicative of the results to be expected for the year ending December 31, 1997.
1. The Registrants:
Olympus Communications, L.P. is a joint venture limited partnership
formed under the laws of Delaware with 50% of the outstanding voting interests
held by ACP Holdings, Inc., a wholly-owned subsidiary of Adelphia Communications
Corporation and the managing general partner of Olympus. The remaining 50% of
the voting interest is held by various wholly-owned subsidiaries of FPL Group,
Inc. Olympus' operations consist primarily of selling video programming which is
distributed to subscribers in Florida for a monthly fee through a network of
fiber optic and coaxial cables.
Olympus Capital Corporation, a wholly-owned subsidiary of the Company,
was formed solely for the purpose of serving as a co-issuer with Olympus
Communications, L.P. of the 10 5/8% Senior Notes due 2006 (the "Senior Notes").
Olympus Capital Corporation has no substantial assets or liabilities and no
operations of any kind and the Indenture, pursuant to which such Senior Notes
were issued, limits Olympus Capital Corporation's ability to acquire or hold any
significant assets or other properties or engage in any business activities
other than in connection with the issuance of the Senior Notes.
2. Income Taxes:
Income tax benefit for the three months ended March 31, 1997 was
$75 which is comprised of a current tax benefit of $16 and a deferred tax
benefit of $59.
3. Supplemental Cash Flow Information:
Cash payments for interest were $9,815 and $7,147 for the three
months ended March 31, 1996 and 1997, respectively.
4. Commitments and Contingencies:
Reference is made to Management's Discussion and Analysis of Financial
Condition and Results of Operations and the Form S-4 for a discussion of
material commitments and contingencies.
----------------------------------------------
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OLYMPUS COMMUNICATIONS, L.P. AND SUBSIDIARIES
===============================================================================
(Dollars in thousands)
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. Certain information included in this
Form 10-Q, including Management's Discussion and Analysis of Financial Condition
and Results of Operations, is forward-looking, such as information relating to
the effects of future regulation, future capital commitments and the effects of
competition. Such forward-looking information involves important risks and
uncertainties that could significantly affect expected results in the future
from those expressed in any forward-looking statements made by, or on behalf of,
the Company. These risks and uncertainties include, but are not limited to,
uncertainties relating to economic conditions, acquisitions and divestitures,
government and regulatory policies, the pricing and availability of equipment,
materials, inventories and programming, technological developments and changes
in the competitive environment in which the Company operates.
Olympus Communications, L.P. and subsidiaries ("Olympus" or the
"Company") is a joint venture limited partnership formed under the laws of
Delaware with 50% of the outstanding voting interests held by ACP Holdings,
Inc., a wholly-owned subsidiary of Adelphia Communications Corporation
("Adelphia") and managing general partner of Olympus. The remaining 50% of the
voting interest is held by various wholly-owned subsidiaries of FPL Group, Inc.
Olympus Capital Corporation, a wholly-owned subsidiary of the Company,
was formed solely for the purpose of serving as a co-issuer with Olympus
Communications, L.P. of the 10 5/8% Senior Notes due 2006. Olympus Capital
Corporation has no substantial assets or liabilities and no operations of any
kind and the Indenture, pursuant to which such Senior Notes were issued, limits
Olympus Capital Corporation's ability to acquire or hold any significant assets
or other properties or engage in any business activities other than in
connection with the issuance of the Senior Notes.
Olympus earned substantially all of its revenues in the three months
ended March 31, 1996 and 1997 from monthly subscriber fees for basic, satellite,
premium and ancillary services (such as installations and equipment rentals),
local and national advertising sales, pay-per-view programming, home shopping
networks and electronic security monitoring services.
The changes in Olympus' operating results for the quarter ended March
31, 1997 compared to the same period of the prior year, were primarily the
result of expanding existing cable television operations, the impact of
subscriber rate increases which became effective June 1, 1996 and vendor
price increases for the Company's programming.
The high level of depreciation and amortization associated with the
significant number of acquisitions in recent years, the continuing program of
upgrading and expansion of systems and interest costs associated with financing
activities will continue to have a negative impact on the reported results of
operations. Olympus expects to report net losses for the next several years.
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The following tables set forth certain cable television system data for
the periods indicated.
March 31, Percent
------------------------------
1996 1997 Increase
--------- --------- -------
Homes Passed by Cable 631,602 650,742 3.0%
Basic Subscribers 403,901 416,760 3.2%
The following table is derived from Olympus' Consolidated Interim
Financial Statements that are included in this interim report and sets forth the
historical percentage relationship to revenues of the components of operating
income contained in such financial statements for the periods indicated.
Three Months Ended
March 31,
-------------------
1996 1997
------- -------
Revenues 100.0% 100.0%
Operating expenses:
Direct operating and programming 31.7% 33.5%
Selling, general and administrative 18.3% 18.1%
Depreciation and amortization 24.5% 24.0%
Management fees to Managing Affiliate 5.1% 5.7%
---- ----
Operating income 20.4% 18.7%
==== ====
Revenues. The primary revenue sources, reflected as a percentage of
total revenues, for the three month periods ended March 31, 1996 and 1997 were
as follows:
1996 1997
------ ------
Regulated service and equipment fees 73% 74%
Premium programming fees 14% 13%
Advertising sales and other services 13% 13%
8
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Total revenues increased approximately 5.9% for the three month period
ended March 31, 1997 compared with the same period of the prior year, primarily
due to basic subscriber growth, the positive impact of rate increases
implemented in June 1996 and increases in advertising sales and other services,
partially offset by price reductions on certain services and a decrease in
premium programming fees. Advertising revenue, which has historically
experienced double digit annual growth, was flat for the three month period
ended March 31, 1997 compared with the same period of the prior year due to
technical difficulties related to advertising spots. Such technical
difficulties have been resolved and the Company expects advertising revenue
growth to return to historical levels during the year ended December 31, 1997.
However, the category of advertising sales and other services grew as a
result of an increase in electronic security monitoring service fees.
The increase in revenues was attributable to the following:
Rate increases 43%
Basic subscriber growth 40%
Premium programming fees (15%)
Advertising sales and other services 32%
Direct Operating and Programming Expenses. Direct operating and
programming expenses, which are mainly basic and premium programming costs and
technical expenses, increased 11.8% for the three month period ended March 31,
1997 compared with the same period of the prior year. Such increases were
primarily due to increased basic and premium programming costs and technical
costs associated with providing electronic security monitoring services. Because
of regulatory limitations on the timing and extent to which cost increases may
be passed on to customers, operating and programming expenses during the three
month period ended March 31, 1997 have increased faster than corresponding
revenue increases. As a result of recent FCC regulatory rulemaking decisions,
the Company has implemented a systematic program of rate increases to reverse
this trend. Consistent with such a program, the Company increased rates in most
markets, in accordance with FCC guidelines, effective June 1, 1996.
Selling, General and Administrative Expenses. These expenses, which are
mainly comprised of costs related to system offices, customer service
representatives, and sales and administrative employees, increased 5.1% for the
three month period ended March 31, 1997 compared with the same period of the
prior year. This increase was primarily due to incremental costs associated with
subscriber growth and the expansion of other non-cable revenues.
EBITDA. Earnings before interest expense, income taxes, depreciation
and amortization, management fees and other noncash charges ("EBITDA") increased
2.5% for the three month period ended March 31, 1997 compared with the same
period of the prior year. This increase was primarily attributable to basic
subscriber growth and an increase in subscriber rates, partially offset by an
increase in programming, general and administrative expenses. The increase was
partially offset by increased advertising expenses while advertising revenues
remained flat. EBITDA and similar measurements of cash flow are commonly used in
the cable television industry to analyze and compare cable television companies
on the basis of operating performance, leverage and liquidity. While EBITDA is
not an alternative indicator of operating performance to operating income or an
alternative to cash flows from operating activities as a measure of liquidity,
as defined by generally accepted accounting principles, and, while EBITDA may
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not be comparable to other similarly titled measures of other companies, the
Company's management believes EBITDA is a meaningful measure of performance as
substantially all of the Company's financing agreements contain financial
covenants based on EBITDA.
Depreciation and Amortization. Depreciation and amortization was higher
for the three month period ended March 31, 1997 compared with the same quarter
of the prior year primarily due to increased amortization related to the costs
associated with the Company's financing activities.
Management Fees to Managing Affiliate. Pursuant to the terms of the
Company's Partnership Agreement, the Company pays to Adelphia, on a quarterly
basis, an amount representing an allocation of the corporate overhead of
Adelphia and its subsidiaries with respect to the Company for such period, which
allocation is based upon the ratio of the Company's cable subscribers to the
total cable subscribers owned or managed by Adelphia. Management fees increased
as a percentage of revenues for the three month period ended March 31, 1997 as
compared with the same period of the prior year, primarily due to allocated
corporate costs included in management fees increasing proportionately at a
higher rate than revenues.
Interest Expense. Interest expense increased 20.9% for the three month
period ended March 31, 1997 compared with the same period of the prior year. The
increase in interest expense was attributable to an increase in the average
interest rate on outstanding debt due to the issuance of $200 million of 10 5/8%
Senior Notes on November 12, 1996 and an increase in the average amount of debt
outstanding during the three month period ending March 31, 1997 compared with
the same period of the year.
Net Loss. The Company reported net losses of $2,419 and $5,318 for the
quarters ended March 31, 1996 and 1997, respectively. The increase in net loss
for the three months ended March 31, 1997 was due primarily to an increase in
interest expense, a decrease in operating income and a decrease in income tax
benefit.
Liquidity and Capital Resources
The cable television business is capital intensive and typically
requires continual financing for the construction, modernization, maintenance,
expansion, and acquisition of cable systems. The Company historically has
committed significant capital resources for these purposes. These expenditures
were funded through long-term borrowings and, to a lesser extent, advances from
affiliates and internally generated funds. The Company's ability to generate
cash to meet its future needs will depend generally on its results of operations
and the continued availability of external financing.
In most of its upgrades, the Company will utilize a Modified Passive
Network Architecture ("MPNA") which utilizes fiber optic cable as an alternative
to the coaxial cable that historically has been used to distribute cable signals
to the subscriber's home. The MPNA design deploys on average one fiber node for
every two miles of fiber optic cable or approximately one fiber node for every
180 homes passed. The Company believes this compares favorably with current
industry averages. This deep penetration of fiber optic cable into the Systems'
networks has the advantages of providing increased reliability to customers,
improved bandwidth, and easier implementation of the return path plant
capabilities. Management believes this will position the Company to offer
additional video programming services, to utilize the expanded bandwidth
potential of digital compression technology and to meet the anticipated
transmission requirements for high-definition television, digital television,
high-speed data and telephone services.
10
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Capital expenditures for the three months ended March 31, 1996 and
1997, were $5,922 and $9,205, respectively. Management expects capital
expenditures for the remaining three quarters of the year ending December 31,
1997 to be approximately $30 million to $34 million due to the further expansion
of cable plant rebuilds.
The Company generally has funded its working capital requirements,
capital expenditures, and acquisitions through long-term borrowings, primarily
from banks, issuance of public debt, advances from affiliates, and internally
generated funds. The Company generally has funded the principal and interest
obligations on its long-term borrowings from banks by refinancing the principal
with new loans and by paying the interest out of internally generated funds.
Olympus has funded the interest obligations on its public borrowings from
internally generated funds.
On November 12, 1996, Olympus issued $200 million of 10 5/8% Senior
Notes in a private placement. These notes are unsecured and are due November 15,
2006. Most of Olympus' directly-owned subsidiaries have their own senior credit
arrangements with banks. Typically, borrowings under these agreements are
collateralized by the assets of the borrowing subsidiary and its subsidiaries
and, in some cases, are guaranteed by such subsidiary's subsidiaries. The public
indenture and subsidiary credit agreements of the Company and its subsidiaries
contain certain provisions which, among other things, provide for limitations on
borrowings of and investments by the borrowing subsidiaries and affiliates, and
the payment of distributions and fees by the borrowing subsidiaries. These
agreements also require the maintenance of certain financial ratios by the
borrowing subsidiaries. The Company believes it is in compliance with the
financial covenants and related financial ratio requirements contained in its
various credit agreements, based on operating results for the quarters ended
March 31, 1996 and 1997. On January 5, 1996, Leadership Acquisition Limited
Partnership, a wholly-owned subsidiary of the Company, delivered a $70 million
secured non-interest bearing discount note due December 30, 1997 in connection
with the purchase of cable systems in southeast Florida from Fairbanks
Communications, Inc. The accreted value of such note was $63.8 million as of
March 31, 1997.
At March 31, 1997, the Company's total outstanding debt aggregated
approximately $560,000 which included $264,000 of parent debt, and $296,000 of
subsidiary debt. In addition, the Company had an aggregate of $13,512 in cash
and cash equivalents, and $205,500 in unused credit lines with banks, which
includes $24,500 also available to Adelphia and other affililiates, part of
which is subject to achieving certain levels of operating performance.
At March 31, 1997, the Company's unused credit lines were provided by
reducing revolving credit facilities whose revolver periods expire September 30,
2004. The Company's weighted average interest rate on notes payable to banks was
approximately 6.76% at March 31, 1996 compared to 7.19% at March 31, 1997. At
March 31, 1997, approximately 39.1% of such debt was subject to fixed interest
rates for at least one year under the terms of such debt or applicable interest
rate swap agreements.
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Mandatory reductions in principal under all agreements for indebtedness
for the four years and nine months after March 31, 1997 based on amounts
outstanding at March 31, 1997 are as follows:
Nine months ended December 31, 1997 $ 63,820
Year ended December 31, 1998 --
Year ended December 31, 1999 --
Year ended December 31, 2000 23,250
Year ended December 31, 2001 80,750
The Company plans to continue to explore and consider new commitments,
arrangements or transactions to refinance existing debt, increase the Company's
liquidity or decrease the Company's leverage. These could include, among other
things, the future issuance by the Company, or its subsidiaries, of public or
private equity or debt and the negotiation of new or amended credit facilities.
These could also include entering into acquisitions, joint ventures or other
investment or financing activities, although no assurance can be given that any
such transactions will be consummated. The Company's ability to borrow under
current credit facilities and to enter into refinancings and new financings is
limited by covenants contained in its subsidiaries' credit agreements, including
covenants under which the ability to incur indebtedness is in part a function of
applicable ratios of total debt to cash flow.
The Company believes that cash and cash equivalents, internally
generated funds, borrowings under existing credit facilities, and future
financing sources will be sufficient to meet its short-term and long-term
liquidity and capital requirements. Although in the past the Company has been
able to refinance its indebtedness or obtain new financing, there can be no
assurance that the Company will be able to do so in the future or that the terms
of such financings would be favorable.
Management believes that the telecommunications industry, including the
cable television industry, continues to be in a period of consolidation
characterized by mergers, joint ventures, acquisitions, sales of all or part of
cable companies or their assets, and other partnering and investment
transactions of various structures and sizes involving cable or other
telecommunications companies. The Company continues to evaluate new
opportunities that allow for the expansion of its business through the
acquisition of additional cable television systems in geographic proximity to
its existing regional markets or in locations that can serve as a basis for new
market areas. The Company, like other cable television companies, has
participated from time to time and is participating in preliminary discussions
with third parties regarding a variety of potential transactions, and the
Company has considered and expects to continue to consider and explore potential
transactions of various types with other cable and telecommunications companies.
However, no assurances can be given as to whether any such transaction may be
consummated or, if so, when.
Regulatory and Competitive Matters
The cable television operations of the Company may be adversely
affected by changes and developments in governmental regulation, competitive
forces and technology. The cable television industry and the Company are subject
to extensive regulation at the federal, state and local levels. The 1992 Cable
Act significantly expanded the scope of regulation of certain subscriber rates
and a number of other matters in the cable industry, such as mandatory carriage
of local broadcast stations and retransmission consent, and increased the
administrative costs of complying with such regulations. The FCC has adopted
rate regulations that establish, on a system-by-system basis, maximum allowable
rates for (i) basic and cable programming services (other than programming
offered on a per-channel or per-program basis), based upon a benchmark
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methodology, and (ii) associated equipment and installation services based upon
cost plus a reasonable profit. Under the FCC rules, franchising authorities are
authorized to regulate rates for basic services and associated equipment and
installation services, and the FCC will regulate rates for regulated cable
programming services in response to complaints filed with the agency. The
Telecommunications Act of 1996 (the "1996 Act") ends FCC regulation of cable
programming service tier rates on March 31, 1999.
Rates for basic and cable programming services are set pursuant to a
benchmark formula. Alternatively, a cable operator may elect to use a
cost-of-service methodology to show that rates for basic and cable programming
services are reasonable. Refunds with interest will be required to be paid by
cable operators who are required to reduce regulated rates. The FCC has reserved
the right to reduce or increase the benchmarks it has established. The rate
regulations also limit increases in regulated rates to an inflation indexed
amount plus increases in certain costs such as taxes, franchise fees, costs
associated with specific franchise requirements and increased programming costs.
Cost-based adjustments to these capped rates can also be made in the event a
cable operator adds or deletes channels or completes a significant system
rebuild or upgrade. On November 10, 1994, the FCC adopted an alternative method
for adjusting the rates charged for a cable programming services tier when new
services are added. This has allowed cable operators to increase rates by as
much as $1.40 plus programming costs, over a three year period ending December
31, 1997 to reflect the addition of up to seven new channels of service on cable
programming service tiers. In addition, a new programming tier can be created,
the rate for which would not be regulated as long as certain conditions are met,
such as not moving services from existing tiers to the new one. Because of the
limitation on rate increases for regulated services, future revenue growth from
cable services will rely to a much greater extent than has been true in the past
on increased revenues from unregulated services and new subscribers than from
increases in previously unregulated rates.
The FCC has adopted regulations implementing all of the requirements of the
1992 Cable Act. The FCC is also likely to continue to modify, clarify or refine
the rate regulations. Olympus cannot predict the effect of the 1996 Act on
future rulemaking proceedings or changes to the rate regulations.
Effective September 1, 1993, as a result of the 1992 Cable Act, Olympus
repackaged certain existing cable services by adjusting rates for basic service
and introducing a new method of offering certain cable services. Olympus
adjusted the basic service rates and related equipment and installation rates in
all of its systems in order for such rates to be in compliance with the
applicable benchmark or equipment and installation cost levels. Olympus also
implemented a program in all of its systems called "CableSelect" under which
most of Olympus' satellite-delivered programming services were offered
individually on a per channel basis, or as a group at a price of approximately
15% to 20% below the sum of the per channel prices of all such services. For
subscribers who elected to customize their channel lineup, Olympus provided, for
a monthly rental fee, an electronic device located on the cable line outside the
home, enabling a subscriber's television to receive only those channels selected
by the subscriber. Olympus believes CableSelect provided increased programming
choices to its subscribers while providing flexibility to Olympus to respond to
future changes in areas such as customer demand and programming. Olympus no
longer offers the CableSelect program in any of its systems.
A letter of inquiry was received by Olympus regarding the implementation of
this new method of offering services. Olympus responded in writing to the FCC's
inquiry. On November 18, 1994, the Cable Services Bureau of the FCC issued a
decision holding that the "CableSelect" program was an evasion of the rate
regulations and ordered this package to be treated as a regulated tier. This
decision, and all other letters of inquiry decisions, were principally decided
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on the number of programming services moved from regulated tiers to "a la carte"
packages. Olympus appealed this decision to the full Commission which affirmed
the Cable Service Bureau's decision. Olympus has sought reconsideration of the
decision. On November 18, 1994, the FCC released amended rules under which, on a
prospective basis, any "a la carte" package will be treated as a regulated tier,
except for packages involving premium services. An appeal of this decision to
the U.S. Court of Appeals for the D.C. Circuit was unsuccessful. On May 1, 1997,
however, the FCC issued an Order approving a nationwide rate settlement
agreement between the FCC and Adelphia, which encompasses Olympus' operations
and resolves issues related to Olympus' alleged evasion of rate regulations. The
Order resulted in no significant cost to Olympus. The Order also provides that
Olympus withdraws its petition for reconsideration of the FCC's affirmance of
the Cable Service Bureau's above-mentioned November 18, 1994 decision. The Order
itself may be subject to petitions to reconsideration, which members of the
public must file no later than June 4, 1997. As of this time, no such petitions
have been filed. No assurance can be given as to what other future actions
Congress, the FCC or other regulatory authorities may take or the effects
thereof on Olympus. Olympus is currently unable to predict the effect that the
amended regulations or other future FCC rulemaking proceedings will have on its
business and results of operations in future periods.
Cable television companies operate under franchises granted by local
authorities which are subject to renewal and renegotiation from time to time.
Because such franchises are generally non-exclusive, there is a potential for
competition with the systems from other operators of cable television systems,
including public systems operated by municipal franchising authorities
themselves, and from other distribution systems capable of delivering television
programming to homes. The 1992 Cable Act and the 1996 Act contain provisions
which encourage competition from such other sources. The Company cannot predict
the extent to which competition will materialize from other cable television
operators, local telephone companies, other distribution systems for delivering
television programming to the home, or other potential competitors, or, if such
competition materializes, the extent of its effect on the Company.
The 1996 Act repealed the prohibition on local exchange telephone companies
("LECs") from providing video programming directly to customers within their
local exchange areas other than in rural areas or by specific waiver of FCC
rules. The 1996 Act also authorized LECs to operate "open video systems" ("OVS")
without obtaining a local cable franchise, although LECs operating such a system
can be required to make payments to local governmental bodies in lieu of cable
franchise fees. Where demand exceeds capacity, up to two-thirds of the channels
on an OVS must be available to programmers unaffiliated with the LEC. The
statute states that the OVS scheme supplants the FCC's "video dialtone" rules.
The FCC has promulgated rules to implement the OVS concept.
The Company believes that the provision of video programming by telephone
companies in competition with the Company's existing operations could have an
adverse effect on the Company's financial condition and results of operations.
At this time, the impact of any such effect is not known or estimable.
Direct broadcast satellite ("DBS") service became available to consumers
during 1994. A single DBS satellite can provide more than 100 channels of
programming. DBS service can be received virtually anywhere in the United States
through the installation of a small outdoor antenna. DBS service is being
heavily marketed on a nationwide basis by several service providers. The extent
to which DBS will be competitive with cable systems will depend on the continued
availability of reception equipment and programming at reasonable prices to the
consumer.
-------------------------------------------------
14
<PAGE>
OLYMPUS COMMUNICATIONS, L.P. AND SUBSIDIARIES
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 27.01 Financial Data Schedule (supplied for the information
of the Commission).
(b) Reports on Form 8-K:
The Company did not file any reports on Form 8-K during the quarter ended
March 31, 1997.
-------------------------------------------------
15
<PAGE>
OLYMPUS COMMUNICATIONS, L.P. AND SUBSIDIARIES
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.
OLYMPUS COMMUNICATIONS, L.P.
BY: ACP HOLDINGS, INC.
Managing General Partner
Date: June 19, 1997 By: /s/ Timothy J. Rigas
-------------------------
Timothy J. Rigas
Executive Vice President,
Treasurer and Principal Financial
Officer of ACP Holdings, Inc.
Date: June 19, 1997 OLYMPUS CAPITAL CORPORATION
By: /s/ Timothy J. Rigas
-------------------------
Timothy J. Rigas
Executive Vice President, Treasurer
and Principal Financial Officer
16
<PAGE>
Exhibit Index
Exhibit No. Description
Exhibit 27.01 Financial Data Schedule (supplied for the information
of the Commission).
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Financial Data Schedule for Olympus Communications LP for the three
months ended March 31, 1997. Information is only included for Olympus
Communications LP(a registrant) and does not include information for Olympus
Capital Corp., which has no operations.
</LEGEND>
<CIK> 0000861255
<NAME> OLYMPUS COMMUNICATIONS LP
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 13,512
<SECURITIES> 0
<RECEIVABLES> 9,528<F1>
<ALLOWANCES> 0<F1>
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 229,140<F2>
<DEPRECIATION> 0<F2>
<TOTAL-ASSETS> 627,392
<CURRENT-LIABILITIES> 0
<BONDS> 559,573
0
0
<COMMON> 0
<OTHER-SE> (87,917)
<TOTAL-LIABILITY-AND-EQUITY> 627,392
<SALES> 0
<TOTAL-REVENUES> 41,411
<CGS> 0
<TOTAL-COSTS> 33,676
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 13,084
<INCOME-PRETAX> (5,393)
<INCOME-TAX> (75)
<INCOME-CONTINUING> (5,318)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,318)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>Receivables are net of Allowance
<F2>PP&E is net of Depreciation
</FN>
</TABLE>
