<PAGE> 1
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, 1995
[ ] 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: 0-13964
CABLE TV FUND 12-C, LTD.
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Exact name of registrant as specified in charter
Colorado 84-0970000
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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 ____
<PAGE> 2
CABLE TV FUND 12-C, LTD.
(A Limited Partnership)
UNAUDITED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
1995 1994
------------ ------------
<S> <C> <C>
ASSETS $ -- $ --
============ ============
LIABILITIES AND PARTNERS' DEFICIT
LIABILITIES:
Loss in excess of investment in cable
television joint venture $ 3,959,373 $ 3,002,488
Accounts payable-affiliated entities 159,137 159,137
------------ ------------
Total liabilities 4,118,510 3,161,625
------------ ------------
PARTNERS' DEFICIT:
General Partner-
Contributed capital 1,000 1,000
Accumulated deficit (246,581) (237,012)
------------ ------------
(245,581) (236,012)
Limited Partners- ------------ ------------
Net contributed capital (47,626 units outstanding at
June 30, 1995 and December 31, 1994) 19,998,049 19,998,049
Accumulated deficit (23,870,978) (22,923,662)
------------ ------------
(3,872,929) (2,925,613)
------------ ------------
Total liabilities and partners' deficit $ -- $ --
============ ============
</TABLE>
The accompanying notes to unaudited financial statements
are an integral part of these unaudited balance sheets.
2
<PAGE> 3
CABLE TV FUND 12-C, LTD.
(A Limited Partnership)
UNAUDITED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the Three Months Ended For the Six Months Ended
June 30, June 30,
-------------------------- ------------------------
1995 1994 1995 1994
<S> <C> <C> <C> <C>
EQUITY IN NET LOSS OF
CABLE TELEVISION
JOINT VENTURE $(409,932) $(484,299) $(956,885) $(969,778)
--------- --------- --------- ---------
NET LOSS $(409,932) $(484,299) $(956,885) $(969,778)
--------- --------- --------- ---------
ALLOCATION OF NET LOSS:
General Partner $ (4,099) $ (4,843) $ (9,569) $ (9,698)
--------- --------- --------- ---------
Limited Partners $(405,833) $(479,456) $(947,316) $(960,080)
--------- --------- --------- ---------
NET LOSS PER LIMITED
PARTNERSHIP UNIT $ (8.52) $ (10.07) $ (19.89) $ (20.16)
--------- --------- --------- ---------
WEIGHTED AVERAGE
NUMBER OF LIMITED
PARTNERSHIP UNITS
OUTSTANDING 47,626 47,626 47,626 47,626
--------- --------- --------- ---------
</TABLE>
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
3
<PAGE> 4
CABLE TV FUND 12-C, LTD.
(A Limited Partnership)
UNAUDITED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Six Months Ended
June 30,
------------------------
1995 1994
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(956,885) $(969,778)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Equity in net loss of cable
television joint venture 956,885 969,778
--------- ---------
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
<PAGE> 5
CABLE TV FUND 12-C, 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 12-C, Ltd.
(the "Partnership") at June 30, 1995 and December 31, 1994 and its Statements
of Operations for the three and six month periods ended June 30, 1995 and June
30, 1994 and Statements of Cash Flows for the six month periods ended June 30,
1995 and 1994. Results of operations for these periods are not necessarily
indicative of results to be expected for the full year. The Partnership owns
an approximate 15 percent interest in Cable TV Fund 12-BCD Venture (the
"Venture"). The Venture owns and operates the cable television systems serving
Palmdale, California; Albuquerque, New Mexico; and Tampa, Florida.
(2) Jones Intercable, Inc., a publicly held Colorado corporation (the
"General Partner"), manages the Partnership and receives a fee for its services
equal to 5 percent of the gross revenues of the Partnership, excluding revenues
from the sale of cable television systems or franchises. The Partnership owns
no properties directly. It holds cable television systems only through its
investment in the Venture. Management fees paid by the Venture to the General
Partner during the three and six month periods ended June 30, 1995
(attributable to the Partnership's approximate 15 percent interest in the
Venture) were $193,892, and $378,339, respectively, as compared to $177,526 and
$348,695 for the similar 1994 periods.
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 on 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 Partnership'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 made by the Venture to the General
Partner for allocated overhead and administrative expenses during the three and
six month periods ended June 30, 1995 (attributable to the Partnership's
approximate 15 percent interest in the Venture) were $252,832 and $531,533,
respectively, as compared to $259,319 and $521,587 for the similar 1994
periods. See Note 3 for disclosure of the total management fees and allocated
overhead and administrative expenses paid by the Venture.
(3) In August 1995, the Venture entered into a purchase and sale agreement
pursuant to which it agreed to sell the Tampa, Florida system (the "Tampa
System") to the General Partner for a sales price of $110,395,667, subject to
working capital adjustments. This price is the average of three separate,
independent appraisals of the fair market value of the Tampa System. Closing
of the sale is expected to occur before the end of 1995. The Venture's
current debt arrangements do not allow the Venture to make distributions. The
General Partner will attempt to renegotiate the Venture's credit arrangements
to allow for distributions. There is no assurance such refinancing can be
completed. If the refinancing is successfully completed, the Venture expects
to distribute approximately $8,400,000 to the Partnership, which the
Partnership in turn will distribute to its limited partners, giving the
Partnership's limited partners an approximate return of $348 per $1,000
invested in the Partnership. Because the Tampa System does not constitute all
or substantially all of the Venture's assets, no vote of the limited partners
of the Partnership is required in connection with this transaction.
5
<PAGE> 6
(4) Summarized financial information regarding the Venture is presented
below.
UNAUDITED BALANCE SHEETS
------------------------
<TABLE>
<CAPTION>
ASSETS June 30, 1995 December 31, 1994
<S> <C> <C>
Cash and accounts receivable $ 6,728,320 $ 8,358,010
Investment in cable television properties 156,687,451 160,282,700
Other assets 1,753,956 2,035,204
------------- -------------
Total assets $ 165,169,727 $ 170,675,914
============= =============
LIABILITIES AND PARTNERS' CAPITAL
Debt $ 180,653,878 $ 180,402,748
Payables and accrued liabilities 1,838,460 2,911,778
Partners' contributed capital 102,198,175 102,198,175
Accumulated deficit (119,520,786) (114,836,787)
------------- -------------
Total liabilities and partners' capital $ 165,169,727 $ 170,675,914
============= =============
</TABLE>
UNAUDITED STATEMENTS OF OPERATIONS
----------------------------------
<TABLE>
<CAPTION>
For the Three Months Ended For the Six Months Ended
June 30, June 30,
-------------------------- ------------------------
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Revenues $25,395,190 $23,239,439 $49,553,282 $45,646,691
Operating expenses 14,568,494 13,998,347 27,952,322 27,357,147
Management fees and
allocated overhead
from General Partner 2,925,500 2,859,308 5,958,559 5,696,307
Depreciation and
amortization 6,680,382 6,106,215 13,364,381 12,533,322
----------- ----------- ----------- -----------
Operating income 1,220,814 275,569 1,573,020 59,915
Interest expense (3,970,481) (3,294,996) (7,915,623) (6,316,338)
Other, net 66,046 (76,167) 79,449 (91,125)
----------- ----------- ----------- -----------
Net loss $(2,683,621) $(3,095,594) $(6,263,154) $(6,347,548)
=========== =========== =========== ===========
</TABLE>
Management fees paid to the General Partner by the Venture totaled $1,269,759
and $2,477,664, for the three and six months ended June 30, 1995, respectively,
and $1,161,972 and $2,282,335, for the three and six months ended June 30,
1994, respectively. Reimbursements for overhead and administrative expenses
paid to the General Partner by the Venture totaled $1,655,741 and $3,480,895
for the three and six months ended June 30, 1995, respectively, and $1,697,336
and $3,413,972, for the three and six months ended June 30, 1994, respectively.
6
<PAGE> 7
CABLE TV FUND 12-C, LTD.
------------------------
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
FINANCIAL CONDITION
-------------------
The Partnership owns an approximate 15 percent interest in the
Venture. The investment in cable television joint venture, accounted for under
the equity method, has decreased by $956,885 when compared to the December 31,
1994 balance. This decrease represents the Partnership's proportionate share
of losses generated by the Venture for the first six months of 1995. These
losses are expected to continue for the remainder of 1995.
For the six months ended June 30, 1995, the Venture generated net cash
from operating activities totaling $8,458,494, which is available to fund
capital expenditures and non-operating costs. Capital expenditures for the
Venture totaled approximately $10,274,000 during the first six months of 1995.
These capital additions were funded by cash generated from operations,
borrowings from the Venture's credit facility, and advances from the General
Partner. Service drops to homes accounted for approximately 36 percent of the
first six months capital expenditures and approximately 25 percent were for the
upgrade of the Albuquerque system. The remaining expenditures related to
various system enhancements in all of the Venture's systems. Expected capital
expenditures for the remainder of 1995 are approximately $6,690,000. Service
drops to homes are anticipated to account for approximately 39 percent of the
expected expenditures. The upgrade of cable television plant in the
Albuquerque system is expected to account for approximately 27 percent of the
capital additions. The remainder of the expenditures relates to various system
enhancements in all of the Venture's systems. Funding for these expenditures
is expected to be provided by cash generated from operations and, if necessary,
in its discretion, advances from the General Partner.
In August 1995, the Venture entered into a purchase and sale agreement
pursuant to which it agreed to sell the Tampa, Florida system (the "Tampa
System") to the General Partner for a sales price of $110,395,667, subject to
working capital adjustments. This price is the average of three separate,
independent appraisals of the fair market value of the Tampa System. Closing
of the sale is expected to occur before the end of 1995. The Venture's
current debt arrangements do not allow the Venture to make distributions. The
General Partner will attempt to renegotiate the Venture's credit arrangements
to allow for distributions. There is no assurance such refinancing can be
completed. If the refinancing is successfully completed, the Venture expects
to distribute approximately $8,400,000 to the Partnership, which the
Partnership in turn will distribute to its limited partners, giving the
Partnership's limited partners an approximate return of $348 per $1,000
invested in the Partnership. Because the Tampa System does not constitute all
or substantially all of the Venture's assets, no vote of the limited partners
of the Partnership is required in connection with this transaction.
The Venture's debt arrangements consist of $93,000,000 of Senior Notes
placed with a group of institutional lenders and an $87,000,000 credit
agreement with a group of commercial bank lenders. The Venture intends to
renegotiate its credit facilities to allow for distributions to the limited
partners of the Venture's constituent partners of a portion of the Tampa
System sales proceeds.
The Senior Notes have a fixed interest rate of 8.64 percent and a
maturity date of March 31, 2000. The Senior Notes call for interest only
payments through March 1996, with interest and accelerating amortization of
principal payments for the next four years. Interest is payable semi-annually.
The Senior Notes carry a "make-whole" premium, which is a prepayment penalty
that protects the lenders in the event that prepaid funds are reinvested at a
rate below 8.64 percent.
The balance outstanding on the credit agreement at June 30, 1995 was
the full $87,000,000. Under the terms of this credit facility, the loan will
convert to a term loan on March 31, 1996 with quarterly installments beginning
June 30, 1996 and a final payment due March 31, 2000. Interest is at the
Venture's option of LIBOR plus 1.25 percent to 1.75 percent, the CD rate plus
1.375 percent to 1.875 percent or the Base Rate plus 0 percent to .50 percent.
The effective interest rates on amounts outstanding on the Venture's term
credit facility as of June 30, 1995 and 1994 were 8.32 percent and 7.44
percent, respectively.
Both lending facilities are equal in standing with the other, and both
are equally secured by the assets of the Venture.
7
<PAGE> 8
The General Partner presently believes that cash flows from operations
and, in its discretion, advances from the General Partner, will be sufficient
to fund capital expenditures and other liquidity needs of the Venture until the
refinancing of the debt arrangements and the closing of the sale of the Tampa
System.
RESULTS OF OPERATIONS
---------------------
Revenues in the Venture's systems totaled $25,395,190 for the three
months ended June 30, 1995 compared to $23,239,439 for the three months ended
June 30, 1994, an increase of $2,155,751, or approximately 9 percent. For the
six month periods ended June 30, revenues totaled $49,553,282 in 1995 compared
to $45,646,691 in 1994, an increase of $3,906,591, or approximately 9 percent.
Since June 30, 1994, the Venture has added 13,418 basic subscribers
representing an increase of approximately 6 percent. Basic subscribers
increased to 232,766 at June 30, 1995 from 219,348 at June 30, 1994. This
increase in the subscriber base accounted for approximately 46 and 50 percent,
respectively, of the three and six month increases in revenues. Basic service
rate adjustments primarily accounted for the remainder of the increases for the
three and six month periods. No other single factor significantly affected the
increases in revenues.
Operating expenses consist primarily of costs associated with the
administration of the Partnership's cable television systems. 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 Venture's systems totaled $14,568,494 for
the three months ended June 30, 1995 compared to $13,998,347 for the similar
1994 period, an increase of $570,147, or approximately 4 percent. For the six
month periods ended June 30, operating expenses totaled $28,657,322 in 1995
compared to $27,357,147 in 1994, an increase of $1,300,175, or approximately 5
percent. Operating expenses represented 57 percent and 58 percent of revenues
for the three and six months ended June 30, 1995, respectively, compared to 60
percent for the three and six months ended June 30, 1994. Increased
programming costs primarily accounted for the increases in operating expenses
for the three and six month periods ended June 30, 1995. No other individual
factor contributed significantly to the increases in operating expenses.
Management fees and allocated overhead from the General Partner
totaled $2,925,500 for the three months ended June 30, 1995 compared to
$2,859,309 for the similar 1994 period, an increase of $66,191, or
approximately 2 percent. For the six month periods ended June 30, management
fees and allocated overhead from the General Partner totaled $5,958,559 in 1995
compared to $5,696,307 in 1994, an increase of $262,252, or approximately 5
percent. These increases were primarily due to the increases in revenues, upon
which such fees and allocations are based.
Depreciation and amortization expense totaled $6,680,382 for the
quarter ended June 30, 1995 compared to $6,106,215 for the quarter ended June
30, 1994, an increase of $574,167, or approximately 9 percent. For the six
month periods ended June 30, depreciation and amortization totaled $13,364,381
in 1995 compared to $12,533,322 in 1994, an increase of $831,059, or
approximately 7 percent. These increases were due primarily to capital
additions during 1994.
The Venture reported operating income of $1,220,814 for the three
month period ended June 30, 1995 compared to operating income of $275,569 for
the similar 1994 period, an increase of $945,245. For the six month periods
ended June 30, the Venture's operating income totaled $1,573,020 in 1995
compared to $59,915 in 1994, an increase of $1,513,105. These increases were
due to the increases in revenues exceeding the increases in operating expenses,
management fees and allocated overhead expenses from the General Partner and
depreciation and amortization expense. Operating income before depreciation
and amortization totaled $7,901,196 for the quarter ended June 30, 1995
compared to $6,381,784 for the similar 1994 period, an increase of $1,519,412,
or approximately 24 percent. For the six month periods ended June 30,
operating income before depreciation and amortization totaled $14,937,401 in
1995 compared to $12,593,237 in 1994, an increase of $2,344,164, or
approximately 19 percent. These increases were due to the increases in
revenues exceeding the increases in operating expenses and management fees and
allocated overhead from the General Partner.
Interest expense totaled $3,970,481 for the three months ended June
30, 1995 compared to $3,294,996 for the similar 1994 period, an increase of
$675,485, or approximately 21 percent . For the six month periods ended June
30, interest expense totaled $7,915,623 in 1995 compared to $6,316,338 in 1994,
an increase of $1,599,285, or approximately
8
<PAGE> 9
25 percent. These increases were due primarily to higher balances on interest
bearing obligations and higher effective interest rates.
Net loss decreased $311,539, or approximately 13 percent to $2,026,975,
from $2,338,514 for the three months ended June 30, 1995 and 1994,
respectively. For the six month periods ended June 30, net loss totaled
$4,731,312 in 1995 compared to $4,795,105 in 1994, a decrease of $63,793, or
approximately 1 percent. These losses were due to the factors discussed above
and are expected to continue.
9
<PAGE> 10
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
10
<PAGE> 11
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 12-C, LTD.
BY: JONES INTERCABLE, INC.
General Partner
By: /S/ Kevin P. Coyle
-----------------------------
Kevin P. Coyle
Group Vice President/Finance
(Principal Financial Officer)
Dated: August 14, 1995
11
<PAGE> 12
EXHIBIT INDEX
Exhibit No. Exhibit Description Page
----------- ------------------- ----
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 4,118,510
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> (4,118,510)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (956,885)
<INCOME-TAX> 0
<INCOME-CONTINUING> (956,885)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (956,885)
<EPS-PRIMARY> (19.89)
<EPS-DILUTED> (19.89)
</TABLE>
