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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(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, 2000
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 numbers 333-35183 and 333-35183-01
JAMES CABLE PARTNERS, L.P.
JAMES CABLE FINANCE CORP.
(Exact name of each Registrant as specified in its charter)
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<S><C>
Delaware 38-2778219
Michigan 38-3182724
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification No. of each
Organization of each Registrant) Registrant)
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38710 Woodward Avenue, Suite 180 48304
Bloomfield Hills, Michigan (Zip Code)
(Address of principal executive offices)
Registrants' telephone number, including area code: (248) 647-1080
Former address of principal executive offices:
710 N. Woodward Ave., Suite 180
Bloomfield Hills, MI 48304
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] [ ]
Yes No
Number of shares of common stock of James Cable Finance Corp. outstanding as of
August 10, 2000: 1,000.
* James Cable Finance Corp. meets the conditions set forth in General
Instruction H(1)(a) and (b) to the Form 10-Q and is therefore filing with
the reduced disclosure format.
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TABLE OF CONTENTS
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PAGE NO.
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PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements of James Cable Partners,
L.P. and Subsidiary 3
Notes to Consolidated Financial Statements 7
Balance Sheets of James Cable Finance Corp. 9
Notes to Balance Sheets 10
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
Item 3. Quantitative and Qualitative Disclosures About Market
Risk 17
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 17
Item 4. Submission of Matters to a Vote of Security Holders 17
Item 5. Other Events 17
Item 6. Exhibits and Reports on Form 8-K 18
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PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
JAMES CABLE PARTNERS, L.P. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
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June 30, December 31,
2000 1999
------------------ ------------------
(Unaudited)
ASSETS
------
<S> <C> <C>
Cash & Cash Equivalents $ 1,878,156 $ 5,342,420
Accounts Receivable - Subscribers (Net of allowance for
doubtful accounts of $9,884 in 2000 and $28,141 in 1999) 3,421,127 3,356,444
Prepaid Expenses & Other 123,462 180,635
Property & Equipment:
Cable television distribution systems and equipment 92,201,121 87,448,177
Land and land improvements 296,681 296,681
Buildings and improvements 988,121 988,121
Office furniture & fixtures 2,169,720 2,169,720
Vehicles 3,592,938 3,592,938
------------------ ------------------
Total 99,248,581 94,495,637
Less accumulated depreciation (73,953,643) (70,686,387)
------------------ ------------------
Total 25,294,938 23,809,250
Deferred Financing Costs (Net of accumulated amortization of
$1,789,837 in 2000 and $1,474,393 in 1999) 2,421,325 2,736,769
Intangible Assets, Net 15,364,585 16,353,084
Deposits 9,942 20,842
------------------ ------------------
Total Assets $ 48,513,535 $ 51,799,444
================== ==================
LIABILITIES & PARTNERS' DEFICIT
-------------------------------
Liabilities:
Debt $ 100,000,000 $ 100,000,000
Accounts payable 15,895 272,588
Accrued expenses 2,529,898 2,584,667
Accrued interest on 10-3/4% Senior Notes 4,031,249 4,031,249
Unearned revenue 3,018,863 3,072,305
Subscriber deposits 20,501 21,451
------------------ ------------------
Total 109,616,406 109,982,260
Commitments and Contingencies (Note 2)
Partners' Deficit:
Limited partners (55,096,660) (52,314,823)
General partner (6,006,211) (5,867,993)
------------------ ------------------
Total (61,102,871) (58,182,816)
------------------ ------------------
Total Liabilities & Partners' Deficit $ 48,513,535 $ 51,799,444
================== ==================
</TABLE>
See notes to consolidated financial statements.
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JAMES CABLE PARTNERS, L.P. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
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For the Three For the Three For the Six For the Six
Months Ended Months Ended Months Ended Months Ended
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
--------------------- ------------------- ------------------ ------------------
(Unaudited)
<S> <C> <C> <C> <C>
Revenues $ 9,522,274 $ 9,125,854 $ 18,937,240 $ 18,936,542
System Operating Expenses (Excluding
Depreciation and Amortization) 5,416,375 4,996,503 10,810,507 10,182,553
Non-System Operating Expenses:
Management fee 368,643 458,192 834,479 958,049
Other 159,010 187,203 335,443 477,320
--------------------- ------------------- ------------------ ------------------
Total non-system operating
expenses 527,653 645,395 1,169,922 1,435,369
Depreciation and Amortization 2,230,065 1,811,044 4,355,755 3,712,117
--------------------- ------------------- ------------------ ------------------
Operating Income 1,348,181 1,672,912 2,601,056 3,606,503
Interest and Other:
Interest expense (2,784,075) (2,845,222) (5,517,031) (5,763,132)
Interest income 16,359 31,172 51,945 40,917
Other (27,587) (35,938) (56,025) (60,818)
--------------------- ------------------- ------------------ ------------------
Total interest and other (2,795,303) (2,849,988) (5,521,111) (5,783,033)
--------------------- ------------------- ------------------ ------------------
Loss before gains on sales of cable systems (1,447,122) (1,177,076) (2,920,055) (2,176,530)
Gains on sales of cable systems 0 0 0 15,887,169
--------------------- ------------------- ------------------ ------------------
Net(Loss) Income $ (1,447,122) $ (1,177,076) $ (2,920,055)$ 13,710,639
===================== =================== ================== ==================
</TABLE>
See notes to consolidated financial statements.
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JAMES CABLE PARTNERS, L.P. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF PARTNERS' DEFICIT
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Limited General
Partners Partner Total
------------------ ------------------ ------------------
<S> <C> <C> <C>
Balance, December 31, 1999 $ (52,314,823) $ (5,867,993) $ (58,182,816)
Net loss (unaudited) (2,781,837) (138,218) (2,920,055)
------------------ ------------------ ------------------
Balance, June 30, 2000 (unaudited) $ (55,096,660) $ (6,006,211) $ (61,102,871)
================== ================== ==================
</TABLE>
See notes to consolidated financial statements.
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JAMES CABLE PARTNERS, L.P. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
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For the Six For the Six
Months Ended Months Ended
June 30, June 30,
2000 1999
----------------- -----------------
(Unaudited)
<S> <C> <C>
Cash Flows from Operating Activities:
Net (loss) income $ (2,920,055) $ 13,710,639
Adjustments to reconcile net (loss) income to cash
flows from operating activities:
Depreciation 3,267,256 2,305,612
Amortization 1,088,499 1,406,505
Noncash interest expense 315,444 315,444
Gains on sales of cable systems 0 (15,887,169)
(Increase) Decrease in assets:
Accounts receivable (64,683) 86,292
Prepaid expenses 57,174 (170,554)
Deposits 10,900 2,900
(Decrease) Increase in liabilities:
Accounts payable (256,693) (245,531)
Accrued expenses (54,769) (56,513)
Unearned revenue (53,442) (148,953)
Subscriber deposits (950) (919)
----------------- -----------------
Total adjustments 4,308,736 (12,392,886)
----------------- -----------------
Cash flows from operating activities 1,388,681 1,317,753
Cash Flows (used in) from Investing Activities:
Additions to property and equipment (4,752,945) (3,837,598)
Increase in intangible assets (100,000) (425,000)
Net proceeds from sales of systems 0 16,753,000
----------------- -----------------
Cash flows (used in) from investing activities (4,852,945) 12,490,402
Cash Flows used in Financing Activities:
Principal payments on debt 0 (3,500,000)
----------------- -----------------
Cash flows used in financing activities 0 (3,500,000)
----------------- -----------------
Net (Decrease) Increase in Cash and Cash Equivalents (3,464,264) 10,308,155
Cash and Cash Equivalents, Beginning of Period 5,342,420 1,465,193
----------------- -----------------
Cash and Cash Equivalents, End of Period $ 1,878,156 $ 11,773,348
================= =================
Supplemental Disclosure of Cash Flow Information -
Cash paid for interest during the period
(net of amounts capitalized) $ 5,201,587 $ 5,464,835
================= =================
</TABLE>
See notes to consolidated financial statements.
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JAMES CABLE PARTNERS, L.P. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(1) BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
GENERAL - James Cable Partners, L.P. (the "Partnership") was organized as
a Delaware limited partnership in 1988. James Cable Finance Corp., a Michigan
corporation ("Finance Corp."), was organized on June 19, 1997 and is a
wholly-owned subsidiary of the Partnership. References to the "Company" herein
are to the Partnership and Finance Corp. consolidated, or to the Partnership
prior to the organization of Finance Corp., as appropriate.
UNAUDITED INTERIM STATEMENTS - The accompanying interim financial
statements and related notes are unaudited, and reflect all adjustments
(consisting only of normal recurring adjustments) which, in the opinion of
management, are necessary for a fair presentation of the financial position and
results of operations of the Company for the interim periods. The December 31,
1999 balance sheet data is derived from audited financial statements, but the
notes do not include all disclosures required for audited statements by
generally accepted accounting principles. These interim financial statements
should be read in conjunction with the audited financial statements and related
notes for the year ended December 31, 1999 included in the Company's 1999 Form
10-K filed with the Securities and Exchange Commission. The results for interim
periods are not necessarily indicative of the results for a full year.
IMPACT OF RECENTLY ADOPTED ACCOUNTING PRINCIPLES - In June 1998, Statement
of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities" was issued. SFAS No. 133 establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging activities.
It requires that an entity recognize all derivatives as either assets or
liabilities in the balance sheet and measure those instruments at fair value.
The standard is effective for the first quarter of the Company's fiscal year
beginning January 1, 2001. The Company does not anticipate that the adoption of
SFAS No. 133 will have a material impact on its financial position or results of
operations.
(2) REGULATORY MATTERS
The cable television industry is subject to extensive governmental
regulation on the federal, state and local levels (but principally by the
Federal Communications Commission ("FCC") and by local franchising authorities).
Many aspects of such regulation have recently been extensively revised and are
currently the subject of judicial proceedings and administrative rulemakings,
which are potentially significant to the Company. In this regard, the Company
believes that the regulation of cable television systems, including the rates
charged for cable services, remains a matter of interest to Congress, the FCC
and local regulatory officials. Critics of the cable television industry
continue to seek to maintain or even tighten cable rate regulation in the
absence of widespread effective competition. Accordingly, no assurance can be
given as to what future actions such parties or the courts may take or the
effect thereof on the Company.
The Company, in addition to providing cable television services, also
provides Internet access services, both dial-up and high-speed, to a portion of
its subscriber base. While there is no significant federal regulation of cable
system delivery of Internet services at the current time, and even though the
FCC recently issued a report to Congress finding no immediate need to impose
such regulation, this
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could change in the future as cable systems expand their broadband delivery of
Internet services. In particular, there have been proposals made to Congress and
the FCC which would allow unaffiliated Internet service providers and online
service providers access to a cable systems distribution network and the FCC has
announced its intention to examine this issue. Thus, while no significant
regulations exist at the current time, there can be no assurances as to what
future actions will be taken or the effects of such actions on the Company.
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JAMES CABLE FINANCE CORP.
(A WHOLLY OWNED SUBSIDIARY OF JAMES CABLE PARTNERS, L.P., A DELAWARE LIMITED
PARTNERSHIP)
BALANCE SHEETS
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June 30, December 31,
2000 1999
----------------- -----------------
(Unaudited)
<S> <C> <C>
ASSETS
------
Cash and cash equivalents $1,000 $1,000
================= =================
SHAREHOLDER'S EQUITY
--------------------
Shareholder's equity - Common stock (1,000 shares issued and outstanding) $1,000 $1,000
================= =================
</TABLE>
See notes to balance sheets.
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JAMES CABLE FINANCE CORP.
(A wholly owned subsidiary of James Cable Partners, L.P., a Delaware Limited
Partnership)
NOTES TO THE BALANCE SHEETS (UNAUDITED)
(1) ORGANIZATION
James Cable Finance Corp. ("Finance Corp."), a Michigan corporation, is a
wholly-owned subsidiary of James Cable Partners, L.P., a Delaware limited
partnership (the "Partnership"), and was organized on June 19, 1997 for the sole
purpose of acting as co-issuer with the Partnership of $100 million aggregate
principal amount of the 10-3/4% Senior Notes. Finance Corp. has nominal assets
and currently does not have (and it is not expected to have) any material
operations.
(2) STATEMENTS OF OPERATIONS, SHAREHOLDER'S EQUITY AND CASH FLOWS
Since there were no operations in the Finance Corp. from the date of
inception through June 30, 2000, a Statement of Operations, a Statement of
Shareholder's Equity and a Statement of Cash Flows have not been presented.
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PART I. FINANCIAL INFORMATION
Item 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The following discussion of the financial condition and results of
operations of the Company contains certain forward-looking statements relating
to anticipated future financial conditions and operating results of the Company
and its current business plans. In the future, the financial condition and
operating results of the Company could differ materially from those discussed
herein and its current business plans could be altered in response to market
conditions and other factors beyond the Company's control. Important factors
that could cause or contribute to such differences or changes include those
discussed in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 under "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations."
OVERVIEW
Revenues. The Company's revenues are primarily attributable to
subscription fees charged to subscribers to the Company's basic and premium
cable television programming services. Basic revenues consist of monthly
subscription fees for all services (other than premium programming and Internet
service) as well as monthly charges for customer equipment rental. Premium
revenues consist of monthly subscription fees for programming provided on a
per-channel basis. Internet revenues consist of monthly subscription fees for
Internet access, modem installation fees and fees for leased lines. Other
revenues are derived from installation and reconnection fees charged to
subscribers to commence cable service, late payment fees, franchise fees,
advertising revenues and commissions related to the sale of goods by home
shopping services. At June 30, 2000, the Company had 69,905 basic subscribers
and 22,014 premium subscriptions, representing basic penetration of 53.9% and
premium penetration of 31.5% as compared to December 31, 1999 at which time the
Company had 71,864 basic subscribers and 23,001 premium subscriptions which
represented basic penetration of 55.5% and premium penetration of 32.0%.
As of June 30, 2000 the Company was offering its high-speed Internet
service to approximately 40% of its cable subscribers and currently has in
excess of 1,950 high-speed Internet customers. In addition, the Company was
offering its dial-up Internet services to approximately 50% of its cable
subscribers and currently has in excess of 3,200 dial-up Internet customers.
System Operating Expenses. System operating expenses are comprised of
variable operating expenses and fixed selling, service and administrative
expenses directly attributable to the Company's systems. Variable operating
expenses consist of costs directly attributable to providing cable services to
customers and therefore generally vary directly with revenues. Variable
operating expenses include programming fees paid to suppliers of programming the
Company includes in its basic and premium cable television services, as well as
expenses related to copyright fees, franchise operating fees and bad debt
expenses. Selling, service and administrative expenses directly attributable to
the Company's systems include the salaries and wages of the field and office
personnel, plant operating expenses, office and administrative expenses and sale
costs.
Non-System Operating Expenses. Non-system operating expenses consist
primarily of general overhead expenses which are not directly attributable to
any one of the Company's systems. These expenses include legal, audit and tax
fees, an incentive bonus accrual for the general managers of the Company's
systems and amounts paid to its general partner for management expenses.
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LIQUIDITY AND CAPITAL RESOURCES
General. Liquidity describes the ability to generate sufficient cash flows
to meet the cash requirements of continuing operations and to pay obligations as
they mature. Liquidity, in the context of the Company's operations, is typically
determined by cash flows from operating activities (e.g. initial installation
charges and monthly service fees paid by subscribers) and the cash flows used in
investing activities (e.g. spending associated with capital projects). The
Company continuously monitors its available cash and cash equivalents in
relation to projected cash needs to maintain adequate balances for current
payments.
Cash Flows from Operating Activities. Net cash from operating activities
was $1.4 million for the six months ended June 30, 2000 as compared to $1.3
million for the six months ended June 30, 1999.
Cash Flows used in/from Investing Activities. Net cash used in investing
activities was $4.9 million for the six months ended June 30, 2000 as compared
to net cash from investing activities of $12.5 million for the six months ended
June 30, 1999. This change in investing cash flow is primarily attributable to
the $16.8 million of net proceeds received upon the sales of the Tennessee and
Forsyth and Monroe County, Georgia cable systems, both of which occurred during
the first quarter of 1999.
Cash Flows from/used in Financing Activities. There were no cash flows
from or used in financing activities for the six months ended June 30, 2000
while the cash flows used in financing activities for the six months ended June
30, 1999 amounted to $3.5 million of principal payments on debt.
Balance Sheet. Cash decreased by $3.4 million from $5.3 million at
December 31, 1999 to $1.9 million at June 30, 2000. The primary reason for this
decrease was the $5.4 million interest payment made on February 15, 2000.
Property & Equipment increased by $4.8 million during the first six months of
2000 primarily due to capital spending made as a part of the Company's ongoing
selective system upgrade and rebuild program.
The Notes. The Company has outstanding an aggregate principal amount of
$100 million of its 10-3/4% Series B Senior Notes due 2004 (the "Notes"). The
Notes are general senior unsecured obligations of the Company that mature on
August 15, 2004 and rank equally in right of payment with all other existing and
future unsubordinated indebtedness of the Company and senior in right of payment
to any subordinated obligations of the Company. The Notes are subordinated in
right of payment to all secured indebtedness of the Company. Interest on the
Notes accrues at the rate of 10-3/4% per annum and is payable semi-annually in
cash arrears on February 15 and August 15, which commenced on February 15, 1998,
to holders of record on the immediately preceding February 1 and August 1.
Interest on the Notes accrues from the most recent date to which interest has
been paid. Interest is computed on the basis of a 360-day year comprised of
twelve 30-day months.
There is no public market for the Notes. The Company has not and does not
intend to list the Notes on any securities exchange or to seek approval for
quotation through any automated quotation system.
The Credit Facility. The Company has a Credit Facility with two
independent banks acting as the lenders. The Credit Facility is a $20 million
revolving credit facility (with an option to increase the amount of credit
available thereunder to $30 million) that matures on August 15, 2002. Proceeds
under the Credit Facility will be available (i) to provide for working capital
and general corporate purposes, (ii) to fund certain permitted acquisitions of
cable television systems, (iii) to provide for certain permitted repurchases of
up to $5 million in the aggregate of limited partnership interests in the
Company, and (iv) to pay transaction fees
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and expenses. The Credit Facility currently requires the Company to maintain the
ratio of its total debt to annualized six-month EBITDA at no more than 7.5 to 1.
As of June 30, 2000, this covenant limited the Company's maximum borrowings
thereunder to approximately $4 million. The Credit Facility requires payments of
accrued interest on a monthly basis throughout the term, with principal payment
due at maturity. While there was no indebtedness outstanding under the Credit
Facility at June 30, 2000, the Company did borrow $4 million on August 4, 2000.
The Credit Facility is secured by a first priority lien on and security
interest in substantially all of the assets of the Company. The Credit Facility
contains certain covenants and provides for certain events of default
customarily contained in facilities of a similar type. The financial covenants
which the Company considers most significant require it to: (a) maintain an
interest coverage ratio (that is, the ratio of annualized six-month EBITDA to
interest expense) of at least 1.1 to 1; (b) maintain a senior debt ratio (that
is, the ratio of debt under the Credit Facility to annualized six-month EBITDA)
of no more than 1.75 to 1; and (c) maintain the total debt ratio described
above. In addition, the second amendment to the Credit Facility, dated December
31, 1999, added certain restrictions to the amount of capital expenditures that
the Company can make for the remainder of the Credit Facility term. The Company
is currently in compliance with each of these covenants.
At June 30, 2000, the Company's total indebtedness was $100.0 million, its
total assets were $48.5 million and its partners' deficit was $61.1 million. On
July 21, 2000 the Company's corporate credit rating and bank loan rating, as
well as the rating on its Notes, were downgraded. According to the rating
agency's press release, the downgraded ratings, which remain on credit watch
with negative implications, are based on a "very tight liquidity situation,
subscriber and EBITDA declines and a challenging competitive environment."
The Company is more highly leveraged than many cable television companies
and certain of its competitors. A substantial portion of its cash flow from
operations must be committed to the payment of its interest expense and is not
available for other purposes. Because of its high degree of leverage, the
Company's flexibility in reacting to changes in its business and its cash flows,
and its ability to obtain additional financing for working capital and general
corporate purposes, are limited. Consequently, the Company's liquidity is highly
dependent upon it ability to maintain its current subscriber base and EBITDA.
Declines in the Company's current subscriber base and EBITDA will negatively
impact the Company's liquidity.
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RESULTS OF OPERATIONS
The following table sets forth the percentage relationship that the various
items bear to revenues for the periods indicated:
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For the Three Months ended June 30,
2000 1999
---- ----
Amount % Amount %
------ - ------ -
(Dollars in thousands)
<S> <C> <C> <C> <C>
Revenues $ 9,522 100.0 % $ 9,126 100.0 %
System operating expenses 5,416 56.9 4,997 54.8
Non-System operating expenses 528 5.5 645 7.1
Depreciation and amortization 2,230 23.4 1,811 19.8
------------ -------- ---------- ----------
Operating income 1,348 14.2 1,673 18.3
Interest expense, net 2,768 29.1 2,814 30.8
Other expenses 27 0.3 36 0.4
------------ -------- ---------- ----------
Net loss $ (1,447) (15.2)% $ (1,177) (12.9)%
============ ======== ========== ==========
EBITDA (1) $ 3,578 37.6 % $ 3,484 38.2 %
</TABLE>
<TABLE>
<CAPTION>
For the Six Months ended June 30,
2000 1999
---- ----
Amount % Amount %
------ - ------ -
(Dollars in thousands)
<S> <C> <C> <C> <C>
Revenues $ 18,937 100.0 % $ 18,937 100.0 %
System operating expenses 10,810 57.1 10,183 53.8
Non-System operating expenses 1,170 6.2 1,435 7.6
Depreciation and amortization 4,356 23.0 3,712 19.6
------------ ---------- ------------ -----------
Operating income 2,601 13.7 3,607 19.0
Interest expense, net 5,465 28.9 5,722 30.2
Other expenses 56 0.3 61 0.3
------------ ---------- ------------ -----------
Loss before gains on sales of cable systems (2,920) (15.5) (2,176) (11.5)
Gains on sales of cable systems 0 0.0 15,887 83.9
------------ ---------- ------------ -----------
Net (loss) income $ (2,920) (15.5)% $ 13,711 72.4 %
============ ========== ============ ===========
EBITDA (1) $ 6,957 36.7 % $ 7,319 38.6 %
</TABLE>
(1) EBITDA represents operating income before depreciation and amortization.
The Company has included EBITDA data (which are not a measure of financial
performance under Generally Accepted Accounting Principles ("GAAP"))
because it understands such data are used by certain investors to
determine a company's historical ability to service its indebtedness.
EBITDA should not be considered as an alternative to net income as an
indicator of the Company's performance or as an alternative to cash flow
as a measure of liquidity as determined in accordance with GAAP.
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THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED JUNE 30, 1999
Revenues. Revenues for the three months ended June 30, 2000 increased by
$400,000, or 4.3%, to $9.5 million from $9.1 million for the three months ended
June 30, 1999. This increase is primarily due an increase of $300,000 in the
Company's Internet revenues for the same periods. The Company's basic revenues
for the second quarter of 2000 remained consistent with the second quarter of
1999 as the loss in its basic subscriber base was offset by rate increases
implemented since June 30, 1999. Average monthly total revenues per subscriber
for the three months ended June 30, 2000 were $45.14, as compared to $41.41 for
the same period last year.
Subscribers. At June 30, 2000 the Company had 69,905 subscribers which
represents a decrease of 2,991 from the 72,896 subscribers at June 30, 1999.
Included in the 69,905 subscribers at June 30, 2000 were 829 subscribers that
the Company purchased from a franchised cable service competitor in Lafayette,
Alabama in November of 1999. Thus, without this purchase the Company's
subscriber base fell by 3,820 from June 30, 1999 to June 30, 2000. The Company
believes that this decrease is a result of the increased availability and
affordability of competitive video services from satellite dishes and other
alternatives to traditional hard-line cable services. The Company continues to
respond to this competition with the introduction of advanced telecommunications
services and aggressive marketing campaigns. In addition, the Company has
recently restructured its service level offerings in some of its larger systems
in order to become more competitive.
System Operating Expenses. System operating expenses for the three months
ended June 30, 2000 were $5.4 million, an increase of $400,000, or 8.4%, over
the three months ended June 30, 1999. As a percentage of revenues, system
operating expenses increased 2.1% from 54.8% in 1999 to 56.9% in 2000.
Approximately 50% of this increase in system operating expenses is a result of
variable cost increases associated with higher programming rates and new
programming launched in conjunction with rate increases. The remaining increase
is attributable to various fixed operating expenses.
Non-System Operating Expenses. Non-system operating expenses decreased by
$100,000, or 18.2%, from $600,000 for the three months ended June 30, 1999 to
$500,000 for the three months ended June 30, 2000. The reason for this decrease
was due to a $100,000 reduction in the management fees paid to the Company's
general partner for the three months ended June 30, 2000.
EBITDA. As a result of the foregoing, EBITDA increased from $3.5 million
for the three months ended June 30, 1999 to $3.6 million for the three months
ended June 30, 2000.
Depreciation and Amortization. Depreciation and amortization increased by
$400,000, or 23.1%, from the three months ended June 30, 1999 to the three
months ended June 30, 2000. This increase is primarily due to the capital
expenditures made as a part of the Company's ongoing selective upgrade program.
Interest Expense, Net. Interest expense, net remained consistent at $2.8
million for the three months ended June 30, 1999 and 2000.
Net Loss. As a result of the foregoing factors, the Company's net loss was
$1.5 million for the three months ended June 30, 2000 as compared to $1.2
million for the three months ended June 30, 1999.
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SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999
Revenues. Revenues for the six months ended June 30, 1999 and 2000
remained consistent at $18.9 million. Increases in the Company's Internet
revenues of $500,000 from the six months ended June 30, 1999 to the six months
ended June 30, 2000 were offset by a decrease in the Company's basic revenues
for the same periods. As a result of rate increases implemented by the Company
since June 30, 1999, average monthly total revenues per subscriber for the six
months ended June 30, 2000 were $44.70, as compared to $40.78 for the same
period last year.
System Operating Expenses. System operating expenses for the six months
ended June 30, 2000 were $10.8 million, an increase of $600,000, or 6.2%, over
the six months ended June 30, 1999. As a percentage of revenues, system
operating expenses increased 3.3% from 53.8% in 1999 to 57.1% in 2000. The
primary reason for this increase are expenses associated with the launching of
the Company's Internet services in many of its systems as well as variable cost
increases associated with higher programming rates and new programming launched
in conjunction with rate increases.
Non-System Operating Expenses. Non-system operating expenses decreased
from $1.4 million for the six months ended June 30, 1999 to $1.2 million for the
six months ended June 30, 2000. This decrease was due to a reduction in legal
fees as well as a $100,000 reduction in the second quarter management fees paid
to the Company's general partner.
EBITDA. As a result of the foregoing, EBITDA decreased from $7.3 million
for the six months ended June 30, 1999 to $7.0 million for the six months ended
June 30, 2000.
Depreciation and Amortization. Depreciation and amortization increased
from $3.7 million for the six months ended June 30, 1999 to $4.4 million for the
six months ended June 30, 2000. This increase is primarily the result of the
capital expenditures made as a part of the Company's ongoing selective upgrades.
Interest Expense, Net. Interest expense, net decreased from $5.7 million
for the six months ended June 30, 1999 to $5.5 million for the six months ended
June 30, 2000. This decrease was a result of $200,000 of interest which the
Company capitalized during the first six months of 2000. The Company did not
capitalize any interest during the first six months of 1999.
Loss before Gains on Sales of Cable Systems. As a result of the foregoing
factors, the Company's loss before gains on sales of cable systems increased
from $2.2 million for the six months ended June 30, 1999 to $2.9 million for the
six months ended June 30, 2000.
Net income / (loss). During the six months ended June 30, 1999, the
Company realized $15.9 million in gains on the sales of its Tennessee and
Forsyth and Monroe County, Georgia cable systems, which resulted in net income
of $13.7 million as compared to a net loss of $2.9 million for the six months
ended June 30, 2000.
EFFECTS OF NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, Statement of Financial Accounting Standards ("SFAS") No.
133, "Accounting for Derivative Instruments and Hedging Activities" was issued.
SFAS No. 133 establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities. It requires that an entity recognize all
derivatives as either
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assets or liabilities in the balance sheet and measure those instruments at fair
value. The standard is effective for the first quarter of the Company's fiscal
year beginning January 1, 2001. The Company does not anticipate that the
adoption of SFAS No. 133 will have a material impact on its financial position
or results of operations.
YEAR 2000 COMPLIANCE
The Year 2000 issue had the potential of impacting the Company in three
different areas: (1) The technical aspects of the Company's business, (2) the
Company's accounting and billing and (3) programming reception. However, the
Company did not experience any significant malfunctions or errors in its
operating or business systems when the date changed from 1999 to 2000. Moreover,
based on its operations since January 1, 2000, the Company does not expect any
significant impact on its continuing business as a result of the "Year 2000
issues."
It is possible that the full impact of the Year 2000 change has not yet
been recognized. For example, it is possible that a problem or problems may
occur at some specific interval, such as year-end 2000, with either the
Company's systems or those of its suppliers. However, the Company believes that
any such problems, should they arise, will be minor and correctable. To date,
the Company is not aware of any significant Year 2000 problems that have arisen
for its suppliers.
Item 3. - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
No disclosures are required with respect to this item because the Company
did not hold, either during the six months ended June 30, 2000 and 1999, or at
June 30, 2000 and December 31, 1999, any market risk sensitive instruments.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is a party to ordinary and routine litigation proceedings that
are incidental to the Company's business. Management believes that the outcome
of all pending legal proceedings will not, in the aggregate, have a material
adverse effect on the financial condition or results of operations of the
Company.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of James' limited partners or
Finance Corp.'s sole shareholder during the second quarter of 2000.
Item 5. Other Events
C. Timothy Trenary's employment with James Communications Partners, the
Company's general partner, ended effective June 8, 2000.
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Item 6.
(a) Exhibits.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
3.1 -- Second Amended and Restated Agreement of Limited Partnership of James Cable Partners,
L.P. dated as of December 29, 1999***
3.2 -- Certificate of Limited Partnership of James Cable Partners, L.P.*
3.3 -- Articles of Incorporation of James Cable Finance Corp.*
3.4 -- Bylaws of James Cable Finance Corp.*
4.1 -- Indenture dated as of August 15, 1997 among James Cable Partners, L.P., James Cable
Finance Corp., and United States Trust Company of New York, as Trustee*
4.3 -- Credit Agreement dated as of August 15, 1997 among James Cable Partners, L.P., the
lenders party thereto, NBD Bank as documentation agent and Canadian Imperial Bank of
Commerce as co-agent*
4.4 -- Company Security Agreement dated as of August 15, 1997 between James Cable Partners,
L.P. and NBD Bank as documentation agent*
4.5 -- Guaranty Agreement dated as of August 15, 1997 by James Cable Finance Corp. in favor
of the Lenders and Agents named therein*
4.6 -- Guarantor Security Agreement dated as of August 15, 1997 between James Cable Finance
Corp. and NBD Bank as documentation agent*
4.7 -- First Amendment to the Credit Agreement dated as of August 5, 1998 among
James Cable Partners, L.P., the lenders party thereto, NBD Bank, as documentation agent,
and Canadian Imperial Bank of Commerce, as administrative agent**
4.8 -- Second Amendment to the Credit Agreement dated as of December 31, 1999 among
James Cable Partners, L.P., the lenders party thereto, Bank One, Michigan (formerly
known as NBD Bank), as documentation agent, and Canadian Imperial Bank of Commerce, as
administrative agent***
4.9 -- Option Agreement / Option Certificate dated as of December 29, 1999 by and
between James Cable Partners, L.P. and James Communications Partners***
21 -- List of subsidiaries of James Cable Partners, L.P.: James Cable Finance Corp.
(James Cable Finance Corp. has no subsidiaries)
27.1 -- Financial Data Schedule****
</TABLE>
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---------------------------
* Incorporated by reference to the corresponding exhibits to the
Registrants' Registration Statement on Form S-4 (Registration No.
333-35183).
** Incorporated by reference to Exhibit 4.7 of the registrant's Form 10-Q as
filed with the Securities and Exchange Commission for the quarterly period
ended June 30, 1998.
*** Incorporated by reference to Exhibits (3)(a)/(10)(c), (4)(g) and (4)(h),
respectively, of the registrant's Form 10-K as filed with the Securities
and Exchange Commission for the fiscal year ended December 31, 1999.
**** Filed herewith.
(b) Reports on Form 8-K
None.
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SIGNATURES
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.
JAMES CABLE PARTNERS, L.P.
By: James Communications Partners
General Partner
By: Jamesco, Inc.
Partner
Date: August 10, 2000 By: /s/ William R. James
---------------------------------
William R. James
President
By: James Communications Partners
General Partner
By: DKS Holdings, Inc.
Partner
Date: August 10, 2000 By: /s/ Daniel K. Shoemaker
---------------------------------
Daniel K. Shoemaker
President (Principal financial
officer and chief accounting officer)
JAMES CABLE FINANCE CORP.
Date: August 10, 2000 By: /s/ William R. James
---------------------------------
William R. James
President
Date: August 10, 2000 By: /s/ Daniel K. Shoemaker
---------------------------------
Daniel K. Shoemaker
Treasurer (Principal financial
officer and chief accounting officer)
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Exhibit Index
-------------
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
27.1 Financial Data Schedule
</TABLE>
