<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 March 31, 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 0-14206
Cable TV Fund 12-D, LTD.
- - --------------------------------------------------------------------------------
Exact name of registrant as specified in charter
Colorado 84-1010423
- - --------------------------------------------------------------------------------
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 (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-D, LTD.
(A Limited Partnership)
UNAUDITED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
ASSETS 1995 1994
------ ------------ ------------
<S> <C> <C>
CASH AND CASH EQUIVALENTS $ 4,802,132 $ 4,391,602
RECEIVABLES:
Trade receivables, less allowance for doubtful receivables of $346,454
and $339,139 at March 31, 1995 and December 31, 1994, respectively 3,199,720 3,807,271
Affiliated entity 159,137 159,137
INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment, at cost 277,272,369 272,998,315
Less- accumulated depreciation (140,821,839) (135,711,082)
------------ ------------
136,450,530 137,287,233
Franchise costs, net of accumulated amortization of $50,325,512 and
$48,828,848 at March 31, 1995 and December 31, 1994, respectively 16,723,131 18,219,795
Cost in excess of interests in net assets purchased, net of accumulated
amortization of $1,318,874 and $1,280,756 at March 31, 1995 and
December 31, 1994, respectively 4,737,554 4,775,672
------------ ------------
Total investment in cable television properties 157,911,215 160,282,700
DEPOSITS, PREPAID EXPENSES AND DEFERRED CHARGES 1,875,731 2,035,204
------------ ------------
Total assets $167,947,935 $170,675,914
============ ============
</TABLE>
The accompanying notes to unaudited consolidated financial statements
are an integral part of these unaudited consolidated balance sheets.
2
<PAGE> 3
CABLE TV FUND 12-D, LTD.
(A Limited Partnership)
UNAUDITED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
LIABILITIES AND PARTNERS' DEFICIT 1995 1993
--------------------------------- ------------ ------------
<S> <C> <C>
LIABILITIES:
Debt $180,752,790 $180,402,748
Accounts payable-
Trade 259,732 491,846
General Partner 4,574,572 616,810
Accrued liabilities 3,972,136 7,125,482
Subscriber prepayments 573,989 644,779
------------ ------------
Total liabilities 190,133,219 189,281,665
------------ ------------
MINORITY INTEREST IN JOINT VENTURE (5,681,810) (4,806,614)
------------ ------------
PARTNERS' DEFICIT:
General Partner-
Contributed capital 1,000 1,000
Accumulated deficit (1,188,568) (1,161,525)
------------ ------------
(1,187,568) (1,160,525)
------------ ------------
Limited Partners-
Net contributed capital (237,339 units outstanding
at March 31, 1995 and December 31, 1994) 102,198,175 102,198,175
Accumulated deficit (117,514,081) (114,836,787)
------------ ------------
(15,315,906) (12,638,612)
------------ ------------
Total liabilities and partners' deficit $167,947,935 $170,675,914
============ ============
</TABLE>
The accompanying notes to unaudited consolidated financial statements
are an integral part of these unaudited consolidated balance sheets.
3
<PAGE> 4
CABLE TV FUND 12-D, LTD.
(A Limited Partnership)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the Three Months Ended
March 31,
------------------------------
1995 1994
----------- -----------
<S> <C> <C>
REVENUES $24,158,092 $22,407,252
COSTS AND EXPENSES:
Operating expenses 14,088,828 13,358,800
Management fees and allocated overhead
from Jones Intercable, Inc. 3,033,059 2,836,999
Depreciation and amortization 6,683,999 6,427,107
----------- -----------
OPERATING INCOME (LOSS) 352,206 (215,654)
----------- -----------
OTHER INCOME (EXPENSE):
Interest expense (3,945,142) (3,021,342)
Other, net 13,403 (14,958)
----------- -----------
Total other income (expense), net (3,931,739) (3,036,300)
CONSOLIDATED LOSS (3,579,533) (3,251,954)
MINORITY INTEREST IN CONSOLIDATED LOSS 875,196 795,363
----------- -----------
NET LOSS $(2,704,337) $(2,456,591)
=========== ===========
ALLOCATION OF NET LOSS:
General Partner $ (27,043) $ (24,566)
=========== ===========
Limited Partners $(2,677,294) $(2,432,025)
=========== ===========
NET LOSS PER LIMITED PARTNERSHIP UNIT $ (11.28) $ (10.25)
=========== ===========
WEIGHTED AVERAGE NUMBER OF LIMITED
PARTNERSHIP UNITS OUTSTANDING 237,339 237,339
=========== ===========
</TABLE>
The accompanying notes to unaudited consolidated financial statements
are an integral part of these unaudited consolidated statements.
4
<PAGE> 5
CABLE TV FUND 12-D, LTD.
(A Limited Partnership)
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Three Months Ended
March 31,
------------------------------
1995 1994
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(2,704,337) $(2,456,591)
Adjustments to reconcile net loss to net
cash provided by (used in) operating activities:
Depreciation and amortization 6,643,543 6,427,107
Amortization of capitalized loan fee 30,342 -
Minority interest in consolidated loss (875,196) (795,363)
Decrease in trade receivables 607,551 431,950
Decrease (increase) in deposits, prepaid expenses and other assets 131,127 (76,543)
Decrease in accounts payable, accrued
liabilities and subscriber prepayments (3,456,250) (3,622,939)
Increase (decrease) in amount due General Partner 3,957,762 (3,815)
----------- -----------
Net cash provided by (used in) operating activities 4,334,542 (96,194)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (4,274,054) (2,552,749)
----------- -----------
Net cash used in investing activities (4,274,054) (2,552,749)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 458,700 10,590,754
Repayment of debt (108,658) (127,482)
----------- -----------
Net cash provided by financing activities 350,042 10,463,272
----------- -----------
Increase in cash and cash equivalents 410,530 7,814,329
Cash and cash equivalents, beginning of period 4,391,602 1,962,657
----------- -----------
Cash and cash equivalents, end of period $ 4,802,132 $ 9,776,986
=========== ===========
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 5,842,165 $ 4,950,482
=========== ===========
</TABLE>
The accompanying notes to unaudited consolidated financial statements
are an integral part of these unaudited consolidated statements.
5
<PAGE> 6
CABLE TV FUND 12-D, LTD.
(A Limited Partnership)
NOTES TO UNAUDITED CONSOLIDATED 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-D, Ltd.
(the "Partnership") at March 31, 1995 and December 31, 1994 and its Statements
of Operations and Cash Flows for the three month periods ended March 31, 1995
and March 31, 1994. Results of operations for these periods are not necessarily
indicative of results to be expected for the full year.
The accompanying consolidated financial statements include 100 percent
of the accounts of the Partnership and those of Cable TV Fund 12-BCD Venture
(the "Venture"), including the cable television systems serving Palmdale,
California; Albuquerque, New Mexico; and Tampa, Florida, reduced by the
approximate 24 percent minority interest in the Venture. All interpartnership
accounts and transactions have been eliminated.
(2) Jones Intercable, Inc., a publicly held Colorado corporation (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 for the three month periods ended March 31, 1995 and 1994 were
$1,207,905 and $1,120,363, respectively.
The Venture reimburses the General Partner for certain allocated
overhead and administrative expenses. These expenses represent the salaries and
related benefits paid to 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 based upon actual time spent by
employees of the General Partner with respect to each partnership managed.
Remaining overhead costs are allocated based on revenues of the Partnership as
a percentage of the total revenues of owned and managed systems of the General
Partner. 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 by the Venture to the General Partner for allocated
overhead and administrative expenses for the three month periods ended
March 31, 1995 and 1994 were $1,825,154 and $1,716,636, respectively.
6
<PAGE> 7
CABLE TV FUND 12-D, LTD.
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FINANCIAL CONDITION
For the three months ended March 31, 1995, the Venture generated net
cash from operating activities totaling $4,334,542, which is available to fund
capital expenditures and non-operating costs. Capital expenditures for the
Venture totaled approximately $3,569,000 during the first quarter 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 45 percent of the
first quarter capital expenditures. The remaining expenditures related to
various system enhancements in all the Venture's systems. Expected capital
expenditures for the remainder of 1995 are approximately $16,355,000. The
upgrade of cable television plant in the Albuquerque system is expected to
account for approximately 23 percent of the capital additions. Service drops to
homes are anticipated to account for approximately 22 percent of the expected
expenditures. 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,
advances from the General Partner.
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 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 for the first four years, 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, if the notes are prepaid prior to maturity. The make-whole
premium protects the lenders in the event that prepaid funds are reinvested at
a rate below 8.64 percent, and is calculated per the note agreement.
In September 1994, the General Partner completed negotiations to
increase the commitment to $87,000,000 and extend the revolving credit period.
The balance outstanding at March 31, 1995 was the full $87,000,000. Under the
new 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 March 31,
1995 and 1994 were 8.4 percent and 5.0 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
Regulatory Matters
Congress enacted the Cable Television Consumer Protection and
Competition Act of 1992 (the "1992 Cable Act"), which became effective on
December 4, 1992. This legislation has caused significant changes to the
regulatory environment in which the cable television industry operates. The
1992 Cable Act generally imposes a greater degree of regulation on the cable
television industry. Under the 1992 Cable Act's definition of effective
competition, nearly all cable systems in the United States, including those
owned by the Venture, are subject to rate regulation of basic cable services.
In addition, the 1992 Cable Act allows the FCC to regulate rates for non-basic
service tiers other than premium services in response to complaints filed by
franchising authorities and/or cable subscribers. In April 1993, the FCC
adopted regulations governing rates for basic and non-basic services. The FCC's
rules became effective on September 1, 1993. In compliance with these rules,
the Venture reduced rates charged for certain regulated services effective
September 1, 1993.
On February 22, 1994, however, the FCC adopted several additional rate
orders including orders which revised its earlier-announced regulatory scheme
with respect to rates and established interim cost-of-service regulations. The
FCC's February 22, 1994 regulations generally require rate reductions, absent a
successful cost-of-service showing, of 17 percent of September 30, 1992 rates,
adjusted for inflation, channel modifications, equipment costs, and increases
in programming costs. The new regulations became effective on May 15, 1994, but
operators could elect to defer rate reductions to July 14, 1994, so long as
they made no changes in their rates and did not restructure service offerings
between May 15 and July 14. The Venture has filed cost-of-service showings in
all of its systems and anticipates no further reductions in rates. Such
cost-of-service showings have not yet received final approval from franchising
authorities, however, and there can be no assurance that the Venture's
cost-of-service showings will prevent further rate reductions until such final
approvals are received.
RESULTS OF OPERATIONS
Revenues in the Venture's systems totaled $24,158,092 for the three
months ended March 31, 1995 compared to $22,407,252 for the three months ended
March 31, 1994, an increase of $1,750,840, or approximately 8 percent. The
increase in revenues was primarily due to increases in the number of basic
subscribers. The Venture had an increase in the number of basic subscribers of
13,402, or approximately 6 percent, from 217,236 at March 31, 1994 to 230,638
at March 31, 1995. The increase in revenues was also due to an approximate 22
percent increase in advertising revenues. No other single factor significantly
affected the increases in revenues.
Operating expenses in the Venture's systems totaled $14,088,828 for
the three months ended March 31, 1995 compared to $13,358,800 for the similar
1994 period, an increase of $730,028, or approximately 5 percent. Operating
expenses represented 58 percent of revenues for the three months ended March
31, 1995, compared to 60 percent for the three months ended March 31, 1994.
Increases in programming costs accounted for approximately 62 percent of the
increase in operating expenses. Increases in marketing costs accounted for
approximately 25 percent of the increase. No other individual factor
contributed significantly to the increase in operating expenses. Management
fees and allocated overhead from the General Partner totaled $3,033,059 for the
three months ended March 31, 1995 compared to $2,836,999 for the similar 1994
period, an increase of $196,060, or approximately 7 percent. This increase was
primarily due to the increase in revenues, upon which such fees and allocations
are based, and an increase in expenses allocated from the General Partner. The
General Partner has experienced increases is expenses, including personnel
costs, a portion of which is allocable to the Venture. Depreciation and
amortization expense totaled $6,683,999 for the quarter ended March 31, 1995
compared to $6,427,107 for the quarter ended March 31, 1994, an increase of
$256,892, or approximately 4 percent. This was due primarily to capital
additions during 1994.
The Venture reporting operating income of $352,206 for the three month
period ended March 31, 1995 compared to an operating loss of $215,654 for the
similar 1994 period. This increase was due to the increase 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
$7,036,205 for the quarter ended March 31, 1995 compared to $6,211,453 for the
similar 1994 period, an increase of $824,752, or approximately 13 percent. This
increase was due to the increase in revenues exceeding the increases in
operating expenses and management fees and allocated overhead from the General
Partner.
8
<PAGE> 9
Interest expense totaled $3,945,142 for the three months ended March
31, 1995 compared to $3,021,342 for the similar 1994 period, an increase of
$923,800, or approximately 31 percent . This increase was due primarily to
higher balances on interest bearing obligations and higher interest rates.
Net loss increased $327,579, or approximately 10 percent, from
$3,251,954 to $3,579,533 for the three months ending March 31, 1994 and 1995,
respectively, due primarily to the increase in interest expense. Such losses
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-D
BY: JONES INTERCABLE, INC.
General Partner
By: /S/ Kevin P. Coyle
Kevin P. Coyle
Group Vice President/Finance
(Principal Financial Officer)
Dated: May 12, 1995
11
<PAGE> 12
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- - ------- ----------- ------------
<S> <C> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 4,802,132
<SECURITIES> 0
<RECEIVABLES> 3,358,857
<ALLOWANCES> (346,454)
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 277,272,369
<DEPRECIATION> (140,821,839)
<TOTAL-ASSETS> 167,947,935
<CURRENT-LIABILITIES> 9,380,429
<BONDS> 180,752,790
<COMMON> 0
0
0
<OTHER-SE> (22,185,284)
<TOTAL-LIABILITY-AND-EQUITY> 167,947,935
<SALES> 0
<TOTAL-REVENUES> 24,158,092
<CGS> 0
<TOTAL-COSTS> 23,805,886
<OTHER-EXPENSES> (13,403)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,945,142
<INCOME-PRETAX> (3,579,533)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3,579,533)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,704,337)
<EPS-PRIMARY> (11.28)
<EPS-DILUTED> (11.28)
</TABLE>
