<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
F O R M 10-Q/A
(Amendment #1)
( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
OR
( ) 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 1-9554
TCI PACIFIC COMMUNICATIONS, INC.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
State of Delaware 04-2980402
- ------------------------------------------------ ------------------------------------
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
5619 DTC Parkway
Englewood, Colorado 80111
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code: (303) 267-5500
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 and (2) has been subject to such
filing requirements for the past 90 days. Yes No X
--- ---
All of the Registrant's common stock is owned by TCI Communications,
Inc. The number of shares outstanding of the Registrant's common stock as of
April 30, 1997 was:
Class A Common Stock - 0 shares.
Class B Common Stock - 100 shares.
<PAGE> 2
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.
TCI PACIFIC COMMUNICATIONS, INC.
Date: August 5, 1997 By: /s/ Stephen M. Brett
------------------------------------------
Stephen M. Brett
Senior Vice President
and Secretary
<PAGE> 3
TCI PACIFIC COMMUNICATIONS, INC. AND SUBSIDIARIES
(see notes 1 and 2)
Consolidated Balance Sheets
(unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1997 * 1996
--------------- ---------------
Assets amounts in thousands
- ------
<S> <C> <C>
Restricted cash (note 1) $ -- 33,664
Trade and other receivables, net 14,703 18,986
Prepaid expenses 3,955 6,144
Property and equipment, at cost:
Land 5,807 5,795
Distribution systems 365,353 348,949
Support equipment and buildings 34,895 35,812
--------------- ---------------
406,055 390,556
Less accumulated depreciation 23,677 11,373
--------------- ---------------
382,378 379,183
--------------- ---------------
Franchise costs 3,041,644 3,015,246
Less accumulated amortization 50,162 30,773
--------------- ---------------
2,991,482 2,984,473
--------------- ---------------
Other assets, at cost, net of amortization 17,707 18,111
--------------- ---------------
$ 3,410,225 3,440,561
=============== ===============
Liabilities and Common Stockholder's Equity
- --------------------------------------------
Cash overdraft $ 11,854 9,736
Accounts payable 2,905 3,490
Accrued expenses:
Accrued franchise fees 5,212 8,663
Accrued property tax expense 1,624 2,549
Accrued programming expense 1,363 2,331
Other 13,669 16,465
--------------- ---------------
21,868 30,008
--------------- ---------------
Subscriber advance payments 2,833 2,727
Debt (note 4) 1,042,011 1,151,884
Deferred income taxes 1,070,732 1,073,340
Other liabilities 393 380
--------------- ---------------
Total liabilities 2,152,596 2,271,565
--------------- ---------------
Exchangeable Preferred Stock (notes 1 and 5) 629,551 629,801
Common stockholder's equity:
Class A common stock, $1 par value.
Authorized 6,257,961 shares;
no shares issued and outstanding -- --
Class B common stock, $.01, par value.
Authorized 100 shares;
issued and outstanding 100 shares -- --
Additional paid-in capital 329,286 336,921
Accumulated deficit (3,927) (2,452)
--------------- ---------------
325,359 334,469
Due to TCI Communications, Inc. ("TCIC") 302,719 204,726
--------------- ---------------
Total common stockholder's equity 628,078 539,195
--------------- ---------------
Commitments (note 7)
$ 3,410,225 3,440,561
=============== ===============
</TABLE>
*Restated - See note 2.
See accompanying notes to financial statements.
I-1
<PAGE> 4
TCI PACIFIC COMMUNICATIONS, INC. AND SUBSIDIARIES
(see notes 1 and 2)
Statements of Operations
(unaudited)
<TABLE>
<CAPTION>
Pacific VII Cable
(note 2) (note 2)
------------- ------------
Three months Three months
ended ended
March 31, March 31,
1997 * 1996
------------- ------------
amounts in thousands
<S> <C> <C>
Revenue $ 124,952 | 118,321
|
Operating costs and expenses: |
Operating (note 6) 42,520 | 46,059
Selling, general and administrative (note 6) 27,414 | 29,855
Depreciation 12,322 | 17,319
Amortization 19,340 | 4,541
------------- | ------------
101,596 | 97,774
------------- | ------------
|
Operating income 23,356 | 20,547
|
Other income (expense): |
Interest expense (note 6) (25,307) | (11,958)
Interest income 405 | --
Other, net -- | (140)
------------- | ------------
(24,902) | (12,098)
------------- | ------------
|
Earnings (loss) before income taxes (1,546) | 8,449
|
Income tax benefit (expense) 71 | (5,059)
------------- | ------------
|
Net earnings (loss) (1,475) | 3,390
| ============
|
Dividend requirement on Exchangeable Preferred Stock (7,635) |
------------- |
|
Net loss attributable to common stockholder $ (9,110) |
============= |
</TABLE>
* Restated - see note 2.
See accompanying notes to financial statements.
I-2
<PAGE> 5
TCI PACIFIC COMMUNICATIONS, INC. AND SUBSIDIARIES
(see notes 1 and 2)
Statement of Common Stockholder's Equity
(unaudited)
<TABLE>
<CAPTION>
Common stock Additional
-------------------- paid-in Accumulated Due to Total
Class A Class B capital deficit TCIC equity
--------- ------- ------------ -------------- ------------ ------------
amounts in thousands
<S> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1997 $ -- -- 336,921 (2,452) 204,726 539,195
Net earnings * -- -- -- (1,475) -- (1,475)
Accreted dividends on Exchangeable
Preferred Stock -- -- (7,635) -- -- (7,635)
Allocation of programming charges from
TCIC -- -- -- -- 28,564 28,564
Allocation of expenses in connection
with the Services Agreement (note 6) -- -- -- -- 4,646 4,646
Intercompany income tax allocation -- -- -- -- (2,537) (2,537)
Net cash transfers from TCIC -- -- -- -- 67,320 67,320
--------- ------- ------------ -------------- ------------ ------------
Balance at March 31, 1997 * $ -- -- 329,286 (3,927) 302,719 628,078
========= ======= ============ ============== ============ ============
</TABLE>
* Restated - See note 2.
See accompanying notes to financial statements.
I-3
<PAGE> 6
TCI PACIFIC COMMUNICATIONS, INC. AND SUBSIDIARIES
(see notes 1 and 2)
Statements of Cash Flows
(unaudited)
<TABLE>
<CAPTION>
Pacific VII Cable
(note 2) (note 2)
------------- ------------
Three months Three months
ended ended
March 31, March 31,
1997 * 1996
------------- ------------
amounts in thousands
(see note 3)
<S> <C> <C>
Cash flows from operating activities: |
Net earnings (loss) $ (1,475) | 3,390
Adjustments to reconcile net earnings (loss) to net cash |
provided by operating activities: |
Depreciation and amortization 31,662 | 21,860
Intercompany tax allocation 2,537 | --
Deferred income tax expense (benefit) (2,608) | 1,918
Other noncash credits -- | 231
Changes in operating assets and liabilities: |
Change in receivables 4,283 | 2,889
Change in accruals and payables (8,619) | (1,505)
Change in prepaid expenses 2,189 | 356
------------- | ------------
|
Net cash provided by operating activities 27,969 | 29,139
------------- | ------------
|
Cash flows from investing activities: |
Capital expended for property and equipment (6,108) | (19,866)
Cash paid for acquisitions (35,323) | --
Other investing activities 109 | (2,349)
------------- | ------------
|
Net cash used in investing activities (41,322) | (22,215)
------------- | ------------
|
Cash flows from financing activities: |
Change in cash overdraft 2,118 | --
Repayments of debt (110,000) | --
Payment of preferred stock dividends (7,885) | --
Net cash transfers from TCIC 95,456 | --
Change in cash transfers from Viacom, Inc. -- | (27,993)
Allocated charges from Viacom, Inc. -- | 22,315
------------- | ------------
|
Net cash used in financing activities (20,311) | (5,678)
------------- | ------------
|
Net increase (decrease) in cash (33,664) | 1,246
|
Cash at beginning of period 33,664 | 2,294
------------- | ------------
|
Cash at end of period $ -- | 3,540
============= | ============
</TABLE>
* Restated - see note 2.
See accompanying notes to financial statements.
I-4
<PAGE> 7
TCI PACIFIC COMMUNICATIONS, INC. AND SUBSIDIARIES
Notes to Financial Statements
March 31, 1997
(unaudited)
(1) Acquisition and Related Transactions
On July 24, 1995, Viacom, Inc. ("Viacom"), Viacom International Inc.
(after giving effect to the First Distribution as defined below, "VII
Cable "), a wholly owned subsidiary of Viacom, and Viacom
International Services Inc. ("New VII"), a wholly owned subsidiary of
VII Cable, entered into certain agreements (the "Transaction
Agreements") with Tele- Communications, Inc. ("TCI") and TCIC, a
subsidiary of TCI, providing for, among other things, the conveyance
of Viacom International Inc.'s non-cable assets and liabilities to New
VII, the distribution of all of the common stock of New VII to Viacom
(the "First Distribution"), the Exchange Offer (as defined below) and
the issuance to TCIC of all of the Class B Common Stock of VII Cable.
On June 24, 1996, Viacom commenced an exchange offer (the "Exchange
Offer") pursuant to which Viacom shareholders had the option to
exchange shares of Viacom Class A or Class B Common Stock ("Viacom
Common Stock") for a total of 6,257,961 shares of VII Cable Class A
Common Stock. The Exchange Offer expired on July 22, 1996 with a
final exchange ratio of 0.4075 shares of VII Cable Class A Common
Stock for each share of Viacom Common Stock accepted for exchange.
Prior to the consummation of the Exchange Offer on July 31, 1996,
Viacom International Inc. entered into a $1.7 billion credit agreement
(the "Credit Agreement"). Proceeds from the Credit Agreement were
transferred by Viacom International Inc. to New VII as part of the
First Distribution. Immediately following the consummation of the
Exchange Offer, on July 31, 1996, TCIC, through a capital contribution
of $350 million in cash, purchased all of the shares of Class B Common
Stock of VII Cable (the "Acquisition"). At that time, VII Cable was
renamed TCI Pacific Communications, Inc. (together with its
consolidated subsidiaries, "Pacific") and the shares of Class A Common
Stock of VII Cable were converted into shares of 5% Class A Senior
Cumulative Exchangeable Preferred Stock (the "Exchangeable Preferred
Stock"). Proceeds from the $350 million capital contribution were
used to repay a portion of the Credit Agreement.
On October 13, 1995, TCIC (as buyer) and Prime Cable of Fort Bend,
L.P. and Prime Cable Income Partners, L.P. (as sellers) executed asset
and stock purchase and sale agreements (the "Houston Purchase
Agreements") providing for the sale of certain cable television
systems serving the greater Houston Metropolitan Area for a total base
purchase price of $301 million, subject to adjustments. On December
18, 1995, TCIC assigned all of its rights, remedies, title and
interest in, to and under the Houston Purchase Agreements to a
subsidiary of InterMedia Capital Partners IV, L.P. ("IMP"). On May 8,
1996, IMP consummated the transactions contemplated by the Houston
Purchase Agreements. In connection with the Acquisition, IMP
exchanged its Houston cable systems plus cash amounting to $36,633,000
(the "Exchange Cash") for VII Cable's Nashville cable system. The
Exchange Cash was escrowed for cable system acquisitions. In January
1997, the Company used the Exchange Cash to purchase a cable system
serving approximately 20,000 subscribers in and around Boulder County,
Colorado.
(continued)
I-5
<PAGE> 8
TCI PACIFIC COMMUNICATIONS, INC. AND SUBSIDIARIES
Notes to Financial Statements
Pacific, through its subsidiaries and affiliates, is principally
engaged in the construction, acquisition, ownership, and operation of
cable television systems. Pacific operates its cable television
systems primarily in the following five geographic markets: the San
Francisco and Northern California area; Salem, Oregon; the Seattle,
Washington and Greater Puget Sound area; Houston, Texas; and Dayton,
Ohio.
(2) Basis of Presentation
In the accompanying financial statements and in the following text,
references are made to VII Cable and Pacific. The period for the
three months ended March 31, 1996 reflects the carve-out historical
results of operations of the cable television business of Viacom and
is referred to as "VII Cable". The financial statements as of
December 31, 1996 and March 31, 1997 and for the three months ended
March 31, 1997 reflect the consolidated results of operations and
financial condition of Pacific and are referred to as "Pacific". The
"Company" refers to both Pacific and its predecessor entity, VII
Cable.
The accompanying financial statements include the accounts of the
Company and all investments of more than 50% in subsidiaries in which
the Company has significant control. All significant intercompany
transactions have been eliminated for all periods presented. As a
result of the Acquisition, which was accounted for as a purchase, the
consolidated financial information for the periods after the
Acquisition is presented on a different cost basis than that for the
periods before the Acquisition and therefore is not comparable.
The accompanying interim financial statements are unaudited but, in
the opinion of management, reflect all adjustments (consisting of
normal recurring accruals) necessary for a fair presentation of the
results for such periods. The results of operations for any interim
period are not necessarily indicative of results for the full year.
These financial statements should be read in conjunction with
Pacific's combined financial statements and notes thereto for the year
ended December 31, 1996.
The Company has restated its consolidated financial statements to give
effect to the finalization of the purchase price allocation with
respect to the Acquisition. The effect of this restatement is a
$5,869,000 increase to depreciation expense and a $3,672,000 decrease
to net earnings for the three months ended March 31, 1997.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported
amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.
Certain amounts have been reclassified for comparability with the 1997
presentation.
(continued)
I-6
<PAGE> 9
TCI PACIFIC COMMUNICATIONS, INC. AND SUBSIDIARIES
Notes to Financial Statements
(3) Supplemental Disclosure to Statements of Cash Flows
Cash paid for interest was $24,469,000 for the three months ended
March 31, 1997. Cash paid for income taxes was not material for the
three months ended March 31, 1997.
Prior to the Acquisition, interest and income taxes were settled
through the intercompany account. See note 6 for discussion of these
charges.
Significant noncash investing and financing activities are as follows:
<TABLE>
<CAPTION>
Three months Three months
ended ended
March 31, March 31,
1997 1996
------------ ------------
amounts in thousands
<S> <C> <C>
Accrued preferred stock dividends $7,635 | --
====== | ======
</TABLE>
(4) Debt
In connection with the Transaction Agreements described in note 1,
Viacom International Inc. borrowed $1.7 billion pursuant to the Credit
Agreement, $350 million of which was repaid with the proceeds from the
TCIC capital contribution described in note 1. At March 31, 1997, the
Credit Agreement consists of a $300 million term loan (the "Term
Loan") which is due December 31, 2004 and a $1.05 billion revolving
commitment loan (the "Revolving Loan") that provides for semi-annual
escalating commitment reductions from June 30, 1998 through September
30, 2004. The Term Loan and the Revolving Loan provide for quarterly
interest payments at variable rates (7.7% and 7.3% respectively, at
March 31, 1997) based upon the Company's debt to cash flow ratio (as
defined in the Credit Agreement). The Credit Agreement contains
restrictive covenants which require, among other things, the
maintenance of specified cash flow and financial ratios and include
certain limitations of indebtedness, investments, guarantees,
dispositions, stock repurchases and dividend payments. In addition,
the Revolving Loan requires a commitment fee ranging from 3/8% to 1/2%
per annum to be paid quarterly on the average unborrowed portion of
the total amount available for borrowing. At March 31, 1997, the
unborrowed portion of the revolving loan was $360 million.
Based on current rates available for debt of the same maturity, the
Company believes that the fair value of Pacific's debt is
approximately equal to its carrying value at March 31, 1997.
(continued)
I-7
<PAGE> 10
TCI PACIFIC COMMUNICATIONS, INC. AND SUBSIDIARIES
Notes to Financial Statements
In accordance with the terms of the Credit Agreement, Pacific has
entered into an interest rate exchange agreement (the "Exchange
Agreement") with TCIC pursuant to which Pacific will pay a fixed
interest rate of 7.5% on a notional amount of $600 million. The terms
of the Exchange Agreement become effective only if the one month LIBOR
rate exceeds 6.5% for five consecutive days within the two-year
observation period, as defined by the Exchange Agreement (the
"Trigger"). In the event the Trigger occurs, the terms of the
agreement become effective until August 1, 2001. As of March 31,
1997, the terms of the Exchange Agreement have not become effective.
Additionally, in connection with the Credit Agreement, TCIC incurred
commitment fees of approximately $13 million which have been deferred
and will be amortized over the terms of the Agreement.
(5) Exchangeable Preferred Stock
The Company is authorized to issue and has issued 6,257,961 shares of
5% Class A Senior Cumulative Exchangeable Preferred Stock with a
stated value of $100 per share in connection with the Acquisition (see
note 1).
The Exchangeable Preferred Stock is exchangeable, at the option of the
holder commencing after the fifth anniversary of the date of issuance,
for shares of Tele-Communications, Inc. Series A TCI Group Common
Stock ("Series A TCI Group Stock") at an exchange rate of 5.447 shares
of Series A TCI Group Stock for each share of Exchangeable Preferred
Stock exchanged. The Exchangeable Preferred Stock is subject to
redemption, at the option of Pacific, on or after the fifteenth day
following the fifth anniversary of the date of issuance, initially at
a redemption price of $102.50 per share and thereafter at prices
declining ratably annually to $100 per share on and after the eighth
anniversary of the date of issuance, plus accrued and unpaid dividends
to the date of redemption. The Exchangeable Preferred Stock is also
subject to mandatory redemption on the tenth anniversary of the date
of issuance for $100 per share plus accrued and unpaid dividends.
Amounts payable by the Company in satisfaction of its dividend,
optional redemption and mandatory redemption obligations with respect
to the Exchangeable Preferred Stock may be made in cash or, at the
election of the Company, in shares of Series A TCI Group Stock, or in
any combination of the foregoing. If payments are made in shares of
Series A TCI Group Stock, Pacific will discount the market value of
such stock by 5% in determining the number of shares required to be
issued to satisfy such payments.
(6) Related Party Transactions
Pacific purchases, at TCIC's cost, certain pay television and other
programming through a certain indirect subsidiary of TCIC. Charges
for such programming were $28,564,000 during the three months ended
March 31, 1997 and are included in operating expenses in the
accompanying financial statements.
(continued)
I-8
<PAGE> 11
TCI PACIFIC COMMUNICATIONS, INC. AND SUBSIDIARIES
Notes to Financial Statements
Effective August 1, 1996, TCI provides certain facilities, services
and personnel to Pacific. The scope of the facilities, personnel and
services to Pacific and the respective charges payable in respect
thereof are set forth in a services agreement entered into among TCI,
TCIC and Pacific (the "Services Agreement"). Pursuant to the Services
Agreement, TCIC provides to Pacific administrative and operational
services necessary for the conduct of its business, including, but not
limited to, such services as are generally performed by TCIC's
accounting, finance, corporate, legal and tax departments. In
addition, TCIC makes available to Pacific such general overall
management services and strategic planning services as TCIC and
Pacific have agreed, and provides Pacific with such access to and
assistance from TCIC engineering and construction groups and TCIC's
programming and technology/venture personnel at Pacific's request.
The Services Agreement also provides that, for so long as TCIC
continues to beneficially own shares of Pacific's common stock
representing at least a majority in voting power of the outstanding
shares of capital stock of Pacific entitled to vote generally in the
election of directors, TCIC will continue to provide in the same
manner, and on the same basis as is generally provided from time to
time to other participating TCIC subsidiaries, benefits and
administrative services to Pacific's employees. In this regard,
Pacific is allocated that portion of TCIC's compensation expense
attributable to benefits extended to employees of Pacific.
Pursuant to the Services Agreement, Pacific reimburses TCIC for all
direct expenses incurred by TCIC in providing such services and a pro
rata share of all indirect expenses incurred by TCIC in connection
with the rendering of such services, including a pro rata share of the
salary and other compensation of TCIC employees performing services
for Pacific and general overhead expenses. Charges for expenses
incurred in connection with the Services Agreement were $4,646,000
during the three months ended March 31, 1997, and are included in
selling, general and administrative expenses in the accompanying
financial statements. The obligations of TCIC to provide services
under the Services Agreement (other than TCIC's obligation to allow
Pacific's employees to participate in TCIC's employee benefit plans)
will continue in effect until terminated by any party to the Services
Agreement at any time on not less than 60 days' notice.
Prior to the Acquisition, Viacom provided VII Cable with certain
general services, including insurance, legal, financial and other
corporate functions. Charges for these services were made primarily
based on the average of certain specified ratios of revenues,
operating income and net assets. Management believes that the
methodologies used to allocate these charges were reasonable. The
charges for such services were $3,017,000 for the three months ended
March 31, 1996, and are included in selling, general and
administrative expenses in the accompanying financial statements.
(continued)
I-9
<PAGE> 12
TCI PACIFIC COMMUNICATIONS, INC. AND SUBSIDIARIES
Notes to Financial Statements
Prior to the Acquisition, VII Cable, through the normal course of
business, was involved in transactions with companies owned by or
affiliated with Viacom. VII Cable had agreements to distribute
television programs of such companies, including Showtime Networks
Inc., MTV Networks, Comedy Central and USA Networks. The agreements
required VII Cable to pay license fees based upon the number of
customers receiving the service. Affiliate license fees incurred and
paid under these agreements were $8,639,000 for the three months ended
March 31, 1996. In addition, cooperative advertising expenses charged
to affiliated companies were $106,000 for the three months ended March
31, 1996.
Viacom allocated to VII Cable interest expense of $11,421,000 during
the three months ended March 31, 1996. Such allocated interest
expense is related to Viacom corporate debt and was allocated to VII
Cable on the basis of a percentage of VII Cable's average net assets
to Viacom's average net assets.
(7) Commitments
The Company leases business offices, has entered into pole rental
agreements and uses certain equipment under lease arrangements.
Rental expense under such arrangements amounted to $1,760,000 and
$1,997,000 during the three months ended March 31, 1997 and 1996,
respectively.
In the ordinary course of business, VII Cable entered into long-term
affiliation agreements with programming services which required that
VII Cable carry and pay for programming and meet certain performance
requirements.
I-10
<PAGE> 13
TCI PACIFIC COMMUNICATIONS, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction
with the Company's Management's Discussion and Analysis of Financial Condition
and Results of Operations included in the Company's Annual Report on Form 10-K
for the year ended December 31, 1996. The following discussion focuses on
material changes in the trends, risks and uncertainties affecting the Company's
results of operations and financial condition. Reference should also be made
to the Company's consolidated financial statements included herein.
(1) Material changes in financial condition:
On July 24, 1995, Viacom, VII Cable, a wholly owned subsidiary of
Viacom, and New VII, a wholly owned subsidiary of VII Cable, entered into the
Transaction Agreements with TCI and TCIC, providing for, among other things,
the conveyance of Viacom International Inc.'s non-cable assets and liabilities
to New VII, the First Distribution, the Exchange Offer and the issuance to TCIC
of all of the Class B Common Stock of VII Cable. On June 24, 1996, Viacom
commenced the Exchange Offer pursuant to which Viacom shareholders had the
option to exchange shares of Viacom Class A or Class B Common Stock for a total
of 6,257,961 shares of VII Cable Class A Common Stock. The Exchange Offer
expired on July 22, 1996 with a final exchange ratio of 0.4075 shares of VII
Cable Class A Common Stock for each share of Viacom Common Stock accepted for
exchange.
Prior to the consummation of the Exchange Offer on July 31, 1996,
Viacom International Inc. entered into the Credit Agreement. Proceeds from the
Credit Agreement were transferred by Viacom International Inc. to New VII as
part of the First Distribution. Immediately following the consummation of the
Exchange Offer, on July 31, 1996, TCIC, through a capital contribution of $350
million in cash, purchased all of the shares of Class B Common Stock of VII
Cable. At that time, VII Cable was renamed TCI Pacific Communications, Inc.
and the shares of Class A Common Stock of VII Cable were converted into shares
of 5% Class A Senior Cumulative Exchangeable Preferred Stock. Proceeds from
the $350 million capital contribution were used to repay a portion of the
Credit Agreement.
On October 13, 1995, TCIC (as buyer) and Prime Cable of Fort Bend,
L.P. and Prime Cable Income Partners, L.P. (as sellers) executed the Houston
Purchase Agreements providing for the sale of certain cable television systems
serving the greater Houston Metropolitan Area for a total base purchase price
of $301 million, subject to adjustments. On December 18, 1995, TCIC assigned
all of its rights, remedies, title and interest in, to and under the Houston
Purchase Agreements to IMP. On May 8, 1996, IMP consummated the transactions
contemplated by the Houston Purchase Agreements. In connection with the
Acquisition, IMP exchanged its Houston cable system plus cash amounting to
$36,633,000 for VII Cable's Nashville cable system. The Exchange Cash was
escrowed for cable system acquisitions. In January 1997, the Company used the
Exchange Cash to purchase a cable system serving approximately 20,000
subscribers in and around Boulder County, Colorado.
(continued)
I-11
<PAGE> 14
TCI PACIFIC COMMUNICATIONS, INC. AND SUBSIDIARIES
(1) Material changes in financial condition (continued):
The Exchangeable Preferred Stock is exchangeable, at the option of the
holder commencing after the fifth anniversary of the date of issuance, for
shares of Series A TCI Group Stock at an exchange rate of 5.447 shares of
Series A TCI Group Stock for each share of Exchangeable Preferred Stock
exchanged. The Exchangeable Preferred Stock is subject to redemption, at the
option of Pacific, on or after the fifteenth day following the fifth
anniversary of the date of issuance, initially at a redemption price of $102.50
per share and thereafter at prices declining ratably annually to $100 per share
on and after the eighth anniversary of the date of issuance, plus accrued and
unpaid dividends to the date of redemption. The Exchangeable Preferred Stock
is also subject to mandatory redemption on the tenth anniversary of the date of
issuance for $100 per share plus accrued and unpaid dividends. Amounts payable
by the Company in satisfaction of its dividend, optional redemption and
mandatory redemption obligations with respect to the Exchangeable Preferred
Stock may be made in cash or, at the election of the Company, in shares of
Series A TCI Group Stock, or in any combination of the foregoing. If payments
are made in shares of Series A TCI Group Stock, Pacific will discount the
market value of such stock by 5% in determining the number of shares required
to be issued to satisfy such payments.
One measure of liquidity is commonly referred to as "interest
coverage". Interest coverage, which is measured by the ratio of Operating Cash
Flow (operating income before depreciation and amortization) ($55,018,000 for
the three months ended March 31, 1997) to interest expense ($25,307,000 for the
three months ended March 31, 1997), is determined by reference to the
statements of operations. The Company's interest coverage ratio was 217% for
the three months ended March 31, 1997. Management of the Company believes that
the foregoing interest coverage ratio is adequate in light of the relative
predictability of its cable television operations and the Company's interest
expense. However, the Company's current intent is to reduce its outstanding
indebtedness such that its interest coverage ratio could be increased. There
is no assurance that the Company will be able to achieve such objective.
Operating Cash Flow is a measure of value and borrowing capacity within the
cable television industry and is not intended to be a substitute for cash flows
provided by operating activities, a measure of performance prepared in
accordance with generally accepted accounting principles, and should not be
relied upon as such. Operating Cash Flow, as defined, does not take into
consideration substantial costs of doing business, such as interest expense,
and should not be considered in isolation to other measures of performance.
Another measure of liquidity is net cash provided by operating
activities, as reflected in the accompanying consolidated statements of cash
flows. Net cash provided by operating activities ($27,969,000 for the three
months ended March 31, 1997) reflects net cash from the operations of the
Company available for the Company's liquidity needs after taking into
consideration the aforementioned additional substantial costs of doing business
not reflected in Operating Cash Flow. Management believes that net cash
provided by operating activities, the available credit under the Revolving
Loan, and advances from TCIC, if necessary, will provide adequate sources of
short-term and long-term liquidity in the future. See the Company's
consolidated statements of cash flows included in the accompanying financial
statements.
(continued)
I-12
<PAGE> 15
TCI PACIFIC COMMUNICATIONS, INC. AND SUBSIDIARIES
(2) Material changes in results of operations:
Revenue
On October 5, 1992, Congress enacted the Cable Television Consumer
Protection and Competition Act of 1992 (the "1992 Cable Act"). In 1993 and
1994, the Federal Communications Commission ("FCC") adopted certain rate
regulations required by the 1992 Cable Act and imposed a moratorium on certain
rate increases. As a result of such actions, Pacific's basic and tier service
rates and its equipment and installation charges (the "Regulated Services") are
subject to the jurisdiction of local franchising authorities and the FCC. The
regulations established benchmark rates in 1993, which were further reduced in
1994, to which the rates charged by cable operators for Regulated Services were
required to conform.
Pacific believes that it has complied, in all material respects, with
the provisions of the 1992 Cable Act, including its rate setting provisions.
However, the Company's rates for Regulated Services are subject to review by
the FCC, if a complaint has been filed, or by the appropriate franchise
authority, if such authority has been certified. If, as a result of the review
process, a system cannot substantiate its rates, it could be required to
retroactively reduce its rates to the appropriate benchmark and refund the
excess portion of rates received. Any refunds of the excess portion of tier
service rates would be retroactive to the date of complaint. Any refunds of
the excess portion of all other Regulated Service rates would be retroactive to
one year prior to the implementation of the rate reductions.
On February 8, 1996, the Telecommunications Act of 1996 (the "1996
Telecom Act") was signed into law. Because the 1996 Telecom Act does not
deregulate cable programming service tier rates until 1999 (and basic service
tier rates will remain regulated thereafter), the Company believes that the
1993 and 1994 rate regulations have had and will continue to have a material
adverse effect on its results of operations.
Revenue increased approximately 6% for the three months ended March
31, 1997, as compared to the corresponding period of 1996. The increase is
primarily attributable to a 10% increase in the average primary rate and a 9%
increase in the average premium rate. As of March 31, 1997, Pacific served
approximately 1,181,000 basic customers subscribing to approximately 889,000
premium units. Exclusive of subscribers gained in the acquisition of a cable
system in and around Boulder County, Colorado, this represents a 1% and 3%
decrease in basic customers and premium units, respectively, since December 31,
1996.
Operating Costs and Expenses
Operating expenses decreased 8% for the three months ended March 31,
1997, as compared to the corresponding period in 1996. Such decrease is due to
efficiencies realized as a result of the Acquisition offset by an increase in
programming costs.
Selling, general and administrative ("SG&A") expenses decreased 8% for
the three months ended March 31, 1997, as compared to the corresponding period
in 1996. The majority of this decrease is due to lower salaries and related
expenses due to a reduction in work force in December of 1996.
Prior to the Acquisition, Viacom provided VII Cable with certain
general services, including insurance, legal, financial and other corporate
functions. Charges for these services were based on the average of certain
specified ratios of revenue, operating income and net assets of VII Cable in
relation to Viacom. The charges for such services were $3,017,000 for the
three month period and are included in SG&A.
(continued)
I-13
<PAGE> 16
TCI PACIFIC COMMUNICATIONS, INC. AND SUBSIDIARIES
(2) Material changes in results of operations (continued):
Effective August 1, 1996, TCI provides certain facilities, services
and personnel to Pacific. The scope of the facilities, personnel and services
to Pacific and the respective charges payable in respect thereof are set forth
in the Services Agreement. Pursuant to the Services Agreement, TCI provides to
Pacific administrative and operational services necessary for the conduct of
its business, including, but not limited to, such services as are generally
performed by TCI's accounting, finance, corporate, legal and tax departments.
In addition, TCI makes available to Pacific such general overall management
services and strategic planning services as TCI and Pacific have agreed, and
provides Pacific with such access to and assistance from TCI engineering and
construction groups and TCI's programming and technology/venture personnel at
Pacific's request.
The Services Agreement also provides that, for so long as TCI
continues to beneficially own shares of Pacific's common stock representing at
least a majority in voting power of the outstanding shares of capital stock of
Pacific entitled to vote generally in the election of directors, TCI will
continue to provide in the same manner, and on the same basis as is generally
provided from time to time to other participating TCI subsidiaries, benefits
and administrative services to Pacific's employees.
In this regard, Pacific is allocated that portion of TCI's
compensation expense attributable to benefits extended to employees of Pacific.
Pursuant to the Services Agreement, Pacific reimburses TCI for all direct
expenses incurred by them in providing such services and a pro rata share of
all indirect expenses incurred by them in connection with the rendering of such
services, including a pro rata share of the salary and other compensation of
TCI employees performing services for Pacific and general overhead expenses.
Charges for expenses incurred in connection with the Services Agreement were
$4,646,000 during the three month period and are included in SG&A. See note 6
to the accompanying combined financial statements.
Depreciation expense decreased 29% for the three months ended March
31, 1997, as compared to the corresponding period in 1996. Such decrease is
attributable to the consummation of the Acquisition, in which Pacific recorded
property and equipment at fair market value, which was less than VII Cable's
historical cost, offset by an increase in depreciation due to capital
expenditures. Depreciation expense for the 1997 period includes $2,840,000
attributable to the five-month period ended December 31, 1996.
Amortization expense increased 326% for the three months ended March
31, 1997, as compared to the corresponding period in 1996. Such increase is
attributable to increased franchise costs as a result of the Acquisition.
Other Income and Expense and Net Loss
Interest expense increased 112% for the three months ended March 31,
1997, as compared to the corresponding period in 1996. Such increase is due to
interest related to the $1.7 billion Credit Agreement entered into prior to
consummation of the Exchange Offer. Interest expense for periods prior to the
Acquisition reflects amounts recorded by VII Cable on borrowings under a credit
agreement and amounts allocated by Viacom to VII Cable based on a percentage of
VII Cable's average net assets to Viacom's average net assets.
VII Cable was included in the consolidated federal, state and local
income tax returns filed by Viacom. However, the income tax provision was
prepared on a separate return basis as though VII Cable filed stand-alone
income tax returns.
(continued)
I-14
<PAGE> 17
TCI PACIFIC COMMUNICATIONS, INC. AND SUBSIDIARIES
(2) Material changes in results of operations (continued):
Subsequent to the Acquisition, Pacific is included in the consolidated
federal income tax return of TCI. Income tax expense or benefit for Pacific is
based on those items in the consolidated calculation applicable to Pacific.
Intercompany tax allocation represents an apportionment of tax expense or
benefit (other than deferred taxes) among the subsidiaries of TCI in relation
to their respective amounts of taxable earnings or losses. The payable or
receivable arising from the intercompany tax allocation is recorded as an
increase or decrease in amounts due to TCIC. The effective tax rates for the
three month period ended March 31, 1997 and 1996, respectively, were both
adversely affected by the amortization of acquisition costs which are not
deductible for tax purposes.
The Company's net loss (before preferred stock dividend requirements) of
$1,475,000 for the three months ended March 31, 1997 represents a decrease of
$4,865,000 as compared to the corresponding period of 1996. Such reduction
primarily represents an increase in interest expense in 1997 partially offset
by an increase in operating income and a decrease in income tax expense.
I-15
<PAGE> 18
TCI PACIFIC COMMUNICATIONS, INC. AND SUBSIDIARIES
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings.
There were no new material legal proceedings or material developments
in previously reported legal proceedings during the quarter ended March 31,
1997 to which TCI Pacific Communications, Inc. or any of its consolidated
subsidiaries is a party or of which any of its property is the subject.
Item 6. Exhibit and Reports on Form 8-K.
(a) Exhibit-
(27) TCI Pacific Communications, Inc. Financial Data Schedule
(b) Reports on Form 8-K filed during the quarter ended March 31, 1997:
None.
II-1
<PAGE> 19
EXHIBIT INDEX
The following exhibits are filed herewith or are incorporated by reference
herein (according to the number assigned to them in Item 601 of Regulation S-K)
as noted:
(27) TCI Pacific Communications, Inc. Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS INCLUDED IN TCI PACIFIC COMMUNICATIONS, INC.'S QUARTERLY REPORT ON
FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 14,703
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 406,055
<DEPRECIATION> 23,667
<TOTAL-ASSETS> 3,410,225
<CURRENT-LIABILITIES> 0
<BONDS> 1,042,011
629,551
0
<COMMON> 0
<OTHER-SE> 628,078
<TOTAL-LIABILITY-AND-EQUITY> 3,410,225
<SALES> 0
<TOTAL-REVENUES> 124,952
<CGS> 0
<TOTAL-COSTS> 42,520
<OTHER-EXPENSES> 31,662
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 25,307
<INCOME-PRETAX> (1,546)
<INCOME-TAX> (71)
<INCOME-CONTINUING> (1,475)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,475)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
