ITEM 1. BUSINESS -----------------
THE PARTNERSHIP. Cable TV Fund 14-A, Ltd. (the "Partnership") is a Colorado limited partnership that was formed pursuant to the public offering of limited partnership interests in the Cable TV Fund 14 Limited Partnership Program (the "Program"), which was sponsored by Jones Intercable, Inc. (the "General Partner"). Cable TV Fund 14-B, Ltd. ("Fund 14-B") is the other partnership that was formed pursuant to the Program. The Partnership and Fund 14-B formed a general partnership known as Cable TV Fund 14-A/B Venture (the "Venture"), in which the Partnership owns a 27 percent interest and Fund 14-B owns a 73 percent interest. The Partnership and the Venture were formed for the purpose of acquiring and operating cable television systems.
The Partnership directly owns cable television systems serving the areas in and around Buffalo, Minnesota (the "Buffalo System"), Naperville, Illinois (the "Naperville System"), Calvert County, Maryland (the "Calvert County System") and certain communities in Central Illinois (the "Central Illinois System"). The Venture owns the cable television system serving certain areas in Broward County, Florida (the "Broward County System"). See Item 2.
ITEM 2. PROPERTIES -------------------
The cable television systems owned by the Partnership and the Venture are described below:
The following sets forth (i) the monthly basic plus service rates charged to subscribers and (ii) the number of basic subscribers for the Systems. The monthly basic service rates set forth herein represent, with respect to systems with multiple headends, the basic service rate charged to the majority of the subscribers within the system. In cable television systems, basic subscribers can subscribe to more than one pay TV service. Thus, the total number of pay services subscribed to by basic subscribers are called pay units. As of December 31, 1996, the Buffalo System operated cable plant passing approximately 23,900 homes, with an approximate 50% penetration rate; the Naperville System operated cable plant passing approximately 42,500 homes, with an approximate 64% penetration rate; the Calvert System operated cable plant passing approximately 25,900 homes, with an approximate 67% penetration rate, the Central Illinois System operated cable plant passing approximately
162,100 homes, with an approximate 67% penetration rate and the Broward County System operated cable plant passing approximately 89,100 homes, with an approximate 57% penetration rate. Figures for numbers of subscribers and homes passed are compiled from the General Partner's records and may be subject to adjustments.
Cable TV Fund 14-A, Ltd. - ------------------------ At December 31, ---------------------------------- Buffalo System 1996 1995 1994 - -------------- ---- ---- ---- Monthly basic plus service rate $22.50 $21.50 $20.00 Basic subscribers 12,050 11,039 9,567 Pay units 7,984 7,313 7,305
At December 31, ---------------------------------- Calvert County System 1996 1995 1994 - --------------------- ---- ---- ---- Monthly basic plus service rate $26.70 $26.63 $25.36 Basic subscribers 17,367 16,454 15,428 Pay units 17,509 17,893 16,034
At December 31, ---------------------------------- Central Illinois System 1996 1995 1994 - ----------------------- ---- ---- ---- Monthly basic plus service rate $19.82 $18.71 $17.21 Basic subscribers 15,416 15,390 14,616 Pay units 12,044 12,292 11,713
At December 31, ---------------------------------- Naperville System 1996 1995 1994 - ----------------- ---- ---- ---- Monthly basic plus service rate $23.87 $23.87 $23.87 Basic subscribers 27,523 27,464 25,063 Pay units 14,413* 17,360 17,636
* For competitive reasons, beginning in 1996 The Disney Channel was converted from a pay service to a basic plus service resulting in the loss of approximately 3,000 pay units.
Cable TV Fund 14-A/B Venture - ---------------------------- At December 31, ---------------------------------- Broward County System 1996 1995 1994 - --------------------- ---- ---- ---- Monthly basic plus service rate $25.58 $24.16 $23.56 Basic subscribers 50,957 49,654 47,819 Pay units 47,286 42,167 41,270
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS --------------------------
CABLE TV FUND 14-A, LTD. V. CITY OF NAPERVILLE AND AMERITECH NEW MEDIA, ----------------------------------------------------------------------- INC. AND CITY OF NAPERVILLE V. CABLE TV FUND 14-A, LTD., United States District - ------------------------------------------------------- Court for the Northern District of Illinois, Eastern Division, Case No. 96C 5962. The Partnership is plaintiff and counter-defendant in a suit challenging certain actions arising from the City of Naperville's grant of a franchise to Ameritech New Media, Inc. ("Ameritech NMI"). Specifically, the Partnership alleges that under Cable Act standards, the City should have modified the Partnership's Naperville franchise, because certain provisions of the franchise are unduly burdensome in a competitive environment.
Further, the Partnership alleges that the franchise granted by the City to Ameritech NMI is materially more favorable than the franchise granted to the Partnership, that this is contrary to Illinois law and that the Ameritech NMI franchise therefore is void. This suit also challenges the City's assertion that the Partnership has breached its franchise in various ways, particularly by withholding certain payments allegedly due to the City. In its countersuit, the City seeks a declaratory ruling that the Partnership has breached its franchise by withholding those same payments. Cross motions to dismiss and for partial summary judgment have been briefed and argued and are awaiting decision.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ------------------------------------------------------------
None.
PART II. -------
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK ------------------------------------------------- AND RELATED SECURITY HOLDER MATTERS -----------------------------------
While the Partnership is publicly held, there is no public market for the limited partnership interests, and it is not expected that a market will develop in the future. As of February 14, 1997, the number of equity security holders in the Partnership was 12,290.
Item 6.
Item 6. Selected Financial Data - -------------------------------
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results - ------------------------------------------------------------------------------- of Operations - -------------
The following discussion of the financial condition and results of operations of Cable TV Fund 14-A, Ltd. (the "Partnership") and Cable TV Fund 14-A/B Venture (the "Venture")contains, in addition to historical information, forward- looking statements that are based upon certain assumptions and are subject to a number of risks and uncertainties. The Partnership's and Venture's actual results may differ significantly from the results predicted in such forward- looking statements.
FINANCIAL CONDITION - -------------------
Cable TV Fund 14-A, Ltd. - - ------------------------
On January 10, 1997, the Partnership sold the cable television system serving the areas in and around Turnersville, New Jersey (the "Turnersville System") to an unaffiliated party for a sales price of $84,500,000. The Partnership distributed approximately $25,000,000 (or approximately $313 per each $1,000 invested in the Partnership) of the sale proceeds to its limited partners, and, as required under the terms of the Partnership's credit facility, approximately $52,500,000 of the sale proceeds will be used to repay a portion of the Partnership's indebtedness. Because the $25,000,000 distribution to the limited partners did not return 125 percent of the amount initially contributed by the limited partners, the General Partner did not receive a distribution from the proceeds of the sale of the Turnersville System. The Jones Group, Ltd., a subsidiary of the General Partner, received a brokerage fee of $2,112,500, representing 2.5 percent of the sales price, for acting as a broker in this transaction. The balance of the proceeds will be used by the Partnership for ongoing working capital. Because the sale of the Turnersville System did not represent a sale of all or substantially all of the Partnership's assets, no vote of the limited partners of the Partnership was required to approve this sale.
On March 12, 1997, the Partnership entered into an asset purchase agreement to sell the Central Illinois System to an unaffiliated party for a sales price of $20,100,000, subject to customary closing adjustments. The closing of this sale is subject to a number of conditions, including obtaining necessary governmental and other third party consents and the expiration or termination of the waiting period specified in the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations thereunder. Closing is expected to occur during the second half of 1997. Upon the consummation of the proposed sale of the Central Illinois System, the Partnership will repay $10,050,000 of the then-outstanding balance of its credit facility, and a brokerage fee to The Jones Group, Ltd. totaling approximately $502,500 and then the Partnership will distribute the net sale proceeds of approximately $9,547,500 to its limited partners. This distribution will give the Partnership's limited partners an approximate return of $119 per $1,000 invested in the Partnership. Because limited partners have not yet received total distributions 125 percent of the capital initially contributed to the Partnership by the limited partners, the General Partner will not receive any of the proceeds from the Central Illinois System's sale. Taking into account the distribution made on the sale of the Turnersville System and the anticipated distribution to be made on the sale of the Central Illinois System, the limited partners should receive a total of $432 for each $1,000 invested in the Partnership in 1997. The Partnership will continue to own the cable television systems serving certain areas in and around Buffalo, Minnesota; Naperville, Illinois; and Calvert County, Maryland, as well as its 27 percent ownership interest in the Venture.
During 1996, the Partnership generated net cash from operating activities totaling $6,647,260, which was available to fund capital expenditures and non-operating costs. Capital expenditures for the Partnership's directly owned systems totaled approximately $10,381,000 during 1996. Approximately 37 percent of these expenditures was for new plant construction and approximately 37 percent of these expenditures was attributable to construction of service drops to subscribers' homes. The remainder of the expenditures related to various enhancements throughout the Partnership's operating systems. These expenditures were funded primarily from cash generated from operations and borrowings under the Partnership's revolving credit facility. Budgeted capital expenditures for 1997 are approximately $7,700,000. Approximately 39 percent of the total capital expenditures will be used for new plant construction in all of the Partnership's systems. Approximately 33 percent will relate to construction of service drops to subscribers' homes. The remainder of the anticipated expenditures are for various enhancements in all of the Partnership's systems. These capital expenditures are necessary to maintain the value of the Partnership's remaining systems. Funding for the improvements is expected to come from cash on hand, cash generated from operations, and, if necessary, borrowings under its credit facility.
Ameritech, which provides telephone service in a multi-state region including Illinois, has obtained a franchise that allows it to provide cable television service in Naperville, Illinois, a community currently served by the Naperville System. Ameritech has begun providing cable television service in Naperville in direct competition with the Naperville System. This competition is likely to have an adverse effect on the Naperville System's revenues, cash flow and fair market value. It could also have an adverse impact on the Partnership's ability to sell the Naperville System. The General Partner is taking prudent steps necessary to meet this competition from Ameritech and to safeguard the value of the Naperville System. These steps include a judicial challenge to the terms on which the franchise was
issued to Ameritech. Litigation is currently pending in federal court against both the City of Naperville and Ameritech and includes claims by the City of Naperville against the Partnership.
During July 1994, the Partnership entered into an $80,000,000 revolving credit facility. In December 1996, the credit facility was amended to permit a distribution to the limited partners of a portion of the proceeds from the sale of the Turnersville System, to amend the then-existing amortization schedule and to increase the facility to $84,700,000. At December 31, 1996, the maximum amount of $84,700,000 was outstanding. The effective interest rates on amounts outstanding as of December 31, 1996 and 1995 were 6.67 and 7.15, respectively. Upon the sale of the Turnersville System, and as required under the terms of the Partnership's amended credit facility, $52,500,000 of the sale proceeds was used to repay bank debt, leaving $32,200,000 outstanding under the revolving credit facility as of March 12, 1997. The Partnership has received commitments for a new revolving credit facility, which is expected to be finalized by March 31, 1997, with a commitment of $37,500,000. The Partnership will borrow $32,200,000 from the new credit facility to repay the old credit facility, leaving $5,300,000 of borrowings available for future needs. The new credit facility expires on September 30, 2000, at which time the then-outstanding balance is payable in full. Interest on the new credit facility's outstanding balance is at the Partnership's option of the London Interbank Offered Rate plus .875 percent to 1.375 percent, the Certificate of Deposit Rate plus 1.0 percent to 1.5 percent or the Base Rate plus 0 percent to .375 percent.
The General Partner believes that the Partnership has sufficient sources of capital available from cash on hand, cash generated from operations and, if necessary, borrowings under its credit facility to meet its anticipated needs.
In addition to those systems owned directly by it, the Partnership owns a 27 percent interest in the Venture. The Partnership's investment in this cable television joint venture, accounted for under the equity method, decreased by $815,252 compared to the December 31, 1995 balance. This decrease represents the Partnership's proportionate share of losses generated by the Venture during 1996.
Cable TV Fund 14-A/B Venture - - ----------------------------
For the twelve months ended December 31, 1996, the Venture generated net cash from operating activities totaling $5,204,336 which is available to fund capital expenditures and non-operating costs. The Venture expended approximately $3,880,000 on capital additions during 1996. Cable television plant extensions accounted for approximately 43 percent of these expenditures. The construction of service drops to homes accounted for approximately 37 percent of the expenditures. The remainder of these expenditures related to various enhancements in the Broward County System. These capital expenditures were funded primarily from cash generated from operations. The Venture plans to expend approximately $3,916,000 for capital additions in 1997. Of this total, approximately 35 percent will relate to the construction of service drops to homes and approximately 34 percent will be expended for cable television plant extensions. The remainder of the anticipated expenditures are for various enhancements in the Broward County System. These capital expenditures are expected to be funded from cash on hand, cash generated from operations and borrowings under its credit facility.
In June 1996, the Venture amended its existing term loan providing for a reducing revolving credit facility with an available commitment of $42,500,000. The entire $42,500,000 commitment is available through December 31, 1998, at which time the commitment will be repaid in twenty quarterly installments with a final maturity of December 31, 2003. At December 31, 1996, the balance outstanding was $41,102,968, leaving $1,397,032 available for future borrowings. Interest is at the Venture's option of Prime plus 1/4 percent, LIBOR plus 1-1/4 percent or the Certificate of Deposit Rate plus 1-3/8 percent. The effective interest rates on amounts outstanding as of December 31, 1996 and 1995 were 6.79 percent and 7.17 percent, respectively.
The General Partner believes that the Venture has sufficient sources of capital from cash on hand, cash generated from operations and borrowings under its credit facility to service its current needs.
RESULTS OF OPERATIONS - ---------------------
Cable TV Fund 14-A, Ltd. - - ------------------------
1996 Compared to 1995-
Revenues of the Partnership increased $3,713,917, or approximately 8 percent, to $47,808,719 for 1996 compared to $44,094,802 in 1995. This increase was primarily due to basic service rate increases and an increase in the number of basic subscribers. Basic service rate increases accounted for approximately 51 percent of the increase in revenues. Increases in the number of basic subscribers accounted for approximately 44 percent of the increase. The number of basic subscribers increased by 3,167 subscribers, or approximately 3 percent, to 109,037 at December 31, 1996 compared to 105,870 at December 31, 1995. No other individual factor was significant to the increase in revenues.
Operating expenses consist primarily of costs associated with the operation and administration of the Partnership's cable television systems. The principal cost components are salaries paid to system personnel, programming expenses, professional fees, subscriber billing costs, rent for leased facilities, cable system maintenance expenses and marketing expenses.
Operating expenses increased $2,306,798, or approximately 9 percent, to $28,026,332 for 1996 compared to $25,719,534 in 1995. Operating expenses represented 59 percent of revenues in 1996 compared to 58 percent in 1995. Increases in programming fees primarily accounted for the increase in operating expenses. The increases in programming fees were due, in part, to the increase in the subscriber base. No other individual factor was significant to the increase in revenues.
Management fees and allocated overhead from the General Partner increased $176,894, or approximately 3 percent, to $5,552,551 for 1996 compared to $5,375,657 in 1995. The increase was due to the increase in revenues, upon which such management fees are based.
Depreciation and amortization expense increased $168,247, or approximately 1 percent, to $14,627,726 for 1996 compared to $14,459,479 in 1995. This increase was due to capital additions in 1996.
Operating loss decreased $1,061,978, or approximately 73 percent, to $397,890 for 1996 compared to $1,459,868 in 1995. This decrease was due to the increase in revenues exceeding the increases in operating expenses, depreciation and amortization expense and management fees and allocated overhead from the General Partner.
The cable television industry generally measures the financial performance of a cable television system in terms of operating income before depreciation and amortization. This measure is not intended to be a substitute or improvement upon the items disclosed on the financial statements, rather it is included because it is an industry standard. Operating income before depreciation and amortization expense increased $1,230,225, or approximately 9 percent, to $14,229,836 for 1996 compared to $12,999,611 in 1995. 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.
Interest expense decreased $51,639, or less than 1 percent, to $5,949,858 for 1996 compared to $6,001,497 in 1995. This decrease was due primarily to lower effective interest rates on interest bearing obligations.
Loss before equity in net loss of cable television joint venture decreased $876,233, or approximately 12 percent, to $6,555,931 for 1996 compared to $7,432,164 in 1995. This decrease was due to the factors discussed above.
1995 Compared to 1994 -
Revenues of the Partnership increased $3,652,534, or approximately 9 percent, to $44,094,802 for 1995 compared to $40,442,268 in 1994. Increases in the subscriber base and premium subscriptions accounted for approximately 53 percent of the increase. The number of basic subscribers increased 7,235, or approximately 7 percent, to 105,870 at December 31, 1995 compared to 98,635 at December 31, 1994. Premium service subscriptions increased 2,642, or approximately 3 percent, to 91,792 at December 31, 1995 compared to 89,150 at December 31, 1994. Rate increases during the first quarter of 1995 accounted for approximately 20 percent of the increase in revenues for 1995. An increase in advertising sales accounted for approximately 18 percent of the increase in revenues. No other individual factor was significant to the increase in revenues.
Operating expenses increased $1,908,069, or approximately 8 percent, to $25,719,534 for 1995 compared to $23,811,465 in 1994. Operating expenses represented 58 percent of revenues in 1995 compared to 59 percent in 1994. Increases in programming fees and advertising sales related expenses primarily accounted for the increase in operating expenses. The increases in programming fees were due, in part, to the increase in the subscriber base. The increase in advertising sales related expenses was due, in part, to the increase in advertising sales activity. No other individual factor was significant to the increase in revenues.
Management fees and allocated overhead from the General Partner increased $248,104, or approximately 5 percent, to $5,375,657 for 1995 compared to $5,127,553 in 1994. The increase was due to the increase in revenues, upon which such fees and allocations are based, and increases in allocated expenses from the General Partner.
Depreciation and amortization expense decreased $366,777, or approximately 2 percent, to $14,459,479 for 1995 compared to $14,826,256 in 1994. This decrease was primarily due to the maturation of a portion of the intangible asset base.
Operating loss decreased $1,863,138, or approximately 56 percent, to $1,459,868 for 1995 compared to $3,323,006 in 1994. This decrease was due to the increase in revenues and the decrease in depreciation and amortization expense exceeding the increases in operating expenses and management fees and allocated overhead from the General Partner.
Operating income before depreciation and amortization expense increased $1,496,361, or approximately 13 percent, to $12,999,611 for 1995 compared to $11,503,250 in 1994. 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.
Interest expense increased to $1,503,270, or approximately 33 percent, $6,001,497 for 1995 compared to $4,498,227 in 1994. This increase was due primarily to higher outstanding balances on interest bearing obligations in 1995.
Loss before equity in net loss of cable television joint venture decreased $572,528, or approximately 7 percent, to $7,432,164 for 1995 compared to $8,004,692 in 1994. This decrease was primarily due to the decrease in operating loss.
In addition to the systems owned directly, the Partnership owns a 27 percent interest in Cable TV Fund 14-A/B Venture (the "Venture"). See Management's Discussion and Analysis of Financial Condition and Results of Operations for the Venture for details pertaining to the Venture's operations.
Cable TV Fund 14-A/B Venture - - ----------------------------
1996 Compared to 1995-
Revenues of the Venture's Broward County System increased $2,049,600, or approximately 9 percent, to $25,519,105 in 1996 from $23,469,505 in 1995. Basic service rate increases accounted for approximately 35 percent of the increase in revenue. An increase in the number of basic subscribers accounted for approximately 27 percent of the increases in revenue. The number of basic subscribers totaled 50,957 at December 31, 1996 compared to 49,654 at December 31, 1995, an increase of 1,303, or approximately 3 percent. Increases in premium service revenue accounted for approximately 16 percent of the increase in revenue. No other individual factor significantly affected the increase in revenues.
Operating expenses consist primarily of costs associated with the operation and administration of the Venture's cable television systems. The principal cost components are salaries paid to system personnel, programming expenses, professional fees, subscriber billing costs, rent for leased facilities, cable system maintenance expenses and marketing expenses.
Operating expense increased $1,528,324, or approximately 12 percent, to $14,148,533 in 1996 from $12,620,209 in 1995. Operating expenses represented 55 percent of revenue in 1996, compared to 54 percent in 1995. The increase in operating expenses was due primarily to increases in programming fees, which were partially offset by decreases in personnel and marketing expenses. No other individual factor significantly affected the increase in operating expenses.
Management fees and allocated overhead from Jones Intercable, Inc. increased $152,886, or approximately 5 percent, to $2,981,097 in 1996 from $2,828,211 in 1995. This increase was due primarily to the increase in revenues upon which such fees and allocations are based.
Depreciation and amortization expense decreased $413,580, or approximately 5 percent, to $8,360,927 in 1996 from $8,774,507 in 1995. The decrease in depreciation and amortization expense was attributable to the maturation of the Venture's asset base.
The Partnership reported operating income of $28,548 in 1996 compared to an operating loss of $753,422 in 1995. This change was due to the increase in revenues and the decreases in depreciation and amortization expense exceeding the increase in operating expenses and management fees and allocated overhead from Jones Intercable, Inc.
The cable television industry generally measures the financial performance of a cable television system in terms of operating income before depreciation and amortization. This measure is not intended to be a substitute or improvement upon the items disclosed on the financial statements, rather it is included because it is an industry standard. Operating income before depreciation and amortization expense increased $368,390, or approximately 5 percent, to $8,389,475 in 1996 from $8,021,085 in 1995 due to the increase in revenues exceeding the increases in operating expenses and management fees and allocated overhead from Jones Intercable, Inc.
Interest expense decreased $364,677, or approximately 11 percent, to $3,006,847 in 1996 from $3,371,524 in 1995 due to lower outstanding balances on interest bearing obligations during 1996 and lower effective interest rates on interest bearing obligations.
Net loss decreased $1,065,502, or approximately 26 percent, to $3,008,309 in 1996 from $4,073,811 in 1995. These losses were primarily the result of the factors discussed above.
1995 Compared to 1994 -
Revenues of the Venture's Broward County System increased $1,285,981, or approximately 6 percent, to $23,469,505 in 1995 from $22,183,524 in 1994. The number of basic subscribers totaled 49,654 at December 31, 1995 compared to 47,819 at December 31, 1994, an increase of 1,835, or approximately 4 percent. This increase in basic subscribers accounted for approximately 44 percent of the increases in revenue. Increases in premium service revenue accounted for approximately 25 percent of the increases in revenue and basic service rate adjustments accounted for approximately 11 percent of the increases in revenue. No other individual factor significantly affected the increase in revenues.
Operating expenses decreased $258,229, or approximately 2 percent, to $12,620,209 in 1995 from $12,878,438 in 1994. Operating expenses represented 54 percent of revenue in 1995, compared to 58 percent in 1994. The decrease in operating expenses was due primarily to decreases in personnel and marketing expenses, which were partially offset by increases in programming fees and office related expenses. No other individual factor significantly affected the decrease in operating expense.
Management fees and allocated overhead from Jones Intercable, Inc. increased $50,921, or approximately 2 percent, to $2,828,211 in 1995 from $2,777,290 in 1994 primarily due to the increase in revenues upon which such fees and allocations are based.
Depreciation and amortization expense decreased $414,487, or approximately 5 percent, to $8,774,507 in 1995 from $9,188,994 in 1994. The decrease in depreciation and amortization expense was attributable to the maturation of the Venture's asset base.
Operating loss decreased $1,907,776, or approximately 72 percent, to $753,422 in 1995 from $2,661,198 in 1994. This decrease was due to the increase in revenues and the decreases in operating and depreciation and amortization expenses exceeding the increase in management fees and allocated overhead from Jones Intercable, Inc.
Operating income before depreciation and amortization expense increased $1,493,289, or approximately 23 percent, to $8,021,085 in 1995 from $6,527,796 in 1994 due to the increases in revenues and decreases in operating expenses exceeding the increase in management fees and allocated overhead from Jones Intercable, Inc.
Interest expense increased $643,490, or approximately 24 percent, to $3,371,524 in 1995 from $2,728,034 in 1994 due to higher effective interest rates and higher outstanding balances on interest bearing obligations.
Net loss decreased $1,343,968, or approximately 25 percent, to $4,073,811 in 1995 from $5,417,779 in 1994. These losses were primarily the result of the factors discussed above.
Item 8.
Item 8. Financial Statements - -----------------------------
CABLE TV FUND 14-A, LTD. AND ---------------------------- CABLE TV FUND 14-A/B VENTURE ----------------------------
FINANCIAL STATEMENTS --------------------
AS OF DECEMBER 31, 1996 AND 1995 --------------------------------
INDEX -----
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ----------------------------------------
To the Partners of Cable TV Fund 14-A, Ltd.:
We have audited the accompanying balance sheets of CABLE TV FUND 14-A, LTD. (a Colorado limited partnership) as of December 31, 1996 and 1995, and the related statements of operations, partners' capital (deficit) and cash flows for each of the three years in the period ended December 31, 1996. These financial statements are the responsibility of the General Partner's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cable TV Fund 14-A, Ltd. as of December 31, 1996 and 1995, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1996, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Denver, Colorado, March 12, 1997.
CABLE TV FUND 14-A, LTD. ------------------------ (A Limited Partnership)
BALANCE SHEETS --------------
The accompanying notes to financial statements are an integral part of these balance sheets.
CABLE TV FUND 14-A, LTD. ------------------------ (A Limited Partnership)
BALANCE SHEETS --------------
The accompanying notes to financial statements are an integral part of these balance sheets.
CABLE TV FUND 14-A, LTD. ------------------------ (A Limited Partnership)
STATEMENTS OF OPERATIONS ------------------------
The accompanying notes to financial statements are an integral part of these statements.
CABLE TV FUND 14-A, LTD. ------------------------ (A Limited Partnership)
STATEMENTS OF PARTNERS' CAPITAL (DEFICIT) -----------------------------------------
The accompanying notes to financial statements are an integral part of these statements.
CABLE TV FUND 14-A, LTD. ------------------------ (A Limited Partnership)
STATEMENTS OF CASH FLOWS ------------------------
The accompanying notes to financial statements are an integral part of these statements.
CABLE TV FUND 14-A, LTD. ------------------------ (A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS -----------------------------
(1) ORGANIZATION AND PARTNERS' INTERESTS ------------------------------------
Formation and Business ----------------------
Cable TV Fund 14-A, Ltd. (the "Partnership"), a Colorado limited partnership, was formed on February 6, l987, under a public program sponsored by Jones Intercable, Inc. ("Intercable"), a publicly held Colorado corporation. The Partnership was formed to acquire, construct, develop and operate cable television systems. Intercable is the "General Partner" and manager of the Partnership. Intercable and its subsidiaries also own and operate cable television systems. In addition, Intercable manages cable television systems for other limited partnerships for which it is general partner and, also, for other affiliated entities.
On January 8, 1988, the Partnership and Cable TV Fund 14-B, Ltd. formed Cable TV Fund 14-A/B Venture (the "Venture"), to acquire the cable television system serving areas in and around Broward County, Florida. The Partnership contributed $18,975,000 to the capital of the Venture for 27 percent ownership interest and Cable TV Fund 14-B, Ltd. contributed $51,025,000 to the capital of the Venture for 73 percent ownership interest.
Cable Television System Acquisitions and Formation of the Venture -----------------------------------------------------------------
The Partnership acquired the cable television systems serving certain areas in and around the communities of Turnersville, New Jersey (the "Turnersville System"); Buffalo, Minnesota; Naperville, Illinois; and Calvert County, Maryland in 1987. In 1991, the Partnership purchased additional cable television systems serving certain communities in Central Illinois (the "Central Illinois System"). As discussed below, the Partnership sold the Turnersville System on January 10, 1997 and entered into an asset purchase agreement on March 12, 1997 to sell the Central Illinois System.
Cable Television System Sales -----------------------------
On January 10, 1997, the Partnership sold the Turnersville System to an unaffiliated party for a sales price of $84,500,000. The Partnership distributed approximately $25,000,000 (or approximately $313 per each $1,000 invested in the Partnership) of the sale proceeds to its limited partners, and, as required under the terms of the Partnership's credit facility, approximately $52,500,000 of the sale proceeds will be used to repay a portion of the Partnership's indebtedness. Because the $25,000,000 distribution to the limited partners did not return 125 percent of the amount initially contributed by the limited partners, the General Partner did not receive a distribution from the proceeds of the sale of the Turnersville System. The Jones Group, Ltd., a subsidiary of the General Partner, received a brokerage fee of $2,112,500, representing 2.5 percent of the sales price, for acting as a broker in this transaction. The balance of the proceeds will be used by the Partnership for ongoing working capital. Because the sale of the Turnersville System did not represent a sale of all or substantially all of the Partnership's assets, no vote of the limited partners of the Partnership was required to approve this sale. The Partnership will continue to own the cable television systems serving certain areas in and around Buffalo, Minnesota; Naperville, Illinois; and Calvert County, Maryland, as well as its 27 percent ownership interest in the Venture.
On March 12, 1997, the Partnership entered into an asset purchase agreement to sell the Central Illinois System to an unaffiliated party for a sales price of $20,100,000, subject to customary closing adjustments. The closing of this sale is subject to a number of conditions, including obtaining necessary governmental and other third party consents and the expiration or termination of the waiting period specified in the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations thereunder. Closing is expected to occur during the second half of 1997. Upon the consummation of the proposed sale of the Central Illinois System, the Partnership will repay $10,050,000 of the then- outstanding balance of its credit facility, and a brokerage fee to The Jones Group, Ltd. totaling approximately $502,500, and then the Partnership will distribute the net sale proceeds of approximately $9,547,500 to its limited partners. This distribution will give the Partnership's limited partners an approximate return of $119 per $1,000 invested in the Partnership. Because limited partners have not yet received total distributions 125 percent of the capital initially contributed to the Partnership by the limited partners, the General Partner will not receive any of the proceeds from the Central Illinois System's sale. Taking into account the distribution made on the sale of the Turnersville System and the anticipated distribution to be made on the sale of the Central Illinois System, the limited partners should receive a total of $432 for each $1,000 invested in the Partnership in 1997. The Partnership will continue to own the cable television systems serving certain areas in and around Buffalo, Minnesota; Naperville, Illinois; and Calvert County, Maryland, as well as its 27 percent ownership interest in the Venture.
The pro forma effect of the sale of the Turnersville System on the results of the Partnership's operations for the years ended December 31, 1996 and 1995, assuming the transaction had occurred at the beginning of the year, is presented in the following unaudited tabulation:
Contributed Capital, Commissions and Syndication Costs ------------------------------------------------------
The capitalization of the Partnership is set forth in the accompanying statements of partners' capital (deficit). No limited partner is obligated to make any additional contribution to partnership capital.
Intercable purchased its interest in the Partnership by contributing $1,000 to partnership capital.
All profits and losses of the Partnership are allocated 99 percent to the limited partners and 1 percent to Intercable, except for income or gain from the sale or disposition of cable television properties, which will be allocated to the partners based upon the formula set forth in the Partnership's agreement and interest income earned prior to the first acquisition by the Partnership of a cable television system, which was allocated 100 percent to the limited partners.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ------------------------------------------
Accounting Records ------------------
The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles. The Partnership's tax returns are also prepared on the accrual basis.
The preparation of financial statements in conformity with generally accepted accounting principles requires the General Partner's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Purchase Price Allocation -------------------------
The Partnership allocated the total contract purchase price of cable television systems acquired as follows: first, to the fair value of net tangible assets acquired; second, to the value of subscriber lists and a noncompete agreement with previous owners; third, to franchise costs; and fourth, to costs in excess of interests in net assets purchased. Other system acquisition costs were capitalized and charged to distribution systems, except for the Central Illinois System which were charged to intangible assets.
Investment in Cable Television Joint Venture --------------------------------------------
In addition to its wholly owned systems, the Partnership owns a 27 percent interest in the Venture through a capital contribution made in March 1988 of $18,975,000. The Venture acquired the Broward County System in March 1988. The Venture incurred losses of $3,008,309, $4,073,811 and $5,417,779 in 1996, 1995 and 1994, respectively, of which $815,252, $1,104,003 and $1,468,218, respectively, was allocated to the Partnership. The investment is accounted for on the equity method. The operations of the Venture are significant to the Partnership and should be reviewed in conjunction with these financial statements. Reference is made to the accompanying financial statements of the Venture on pages 32 to 41.
Property, Plant and Equipment -----------------------------
Depreciation of property, plant and equipment is provided primarily using the straight-line method over the following estimated service lives:
Replacements, renewals and improvements are capitalized and maintenance and repairs are charged to expense as incurred.
Property, plant and equipment and the corresponding accumulated depreciation are written off as certain assets become fully depreciated and are no longer in service.
Intangible Assets -----------------
Costs assigned to intangible assets are being amortized using the straight-line method over the following remaining estimated useful lives:
Revenue Recognition -------------------
Subscriber prepayments are initially deferred and recognized as revenue when earned.
Reclassification ----------------
Certain prior year amounts have been reclassified to conform to the 1996 presentation.
(3) TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES ----------------------------------------------------
Management Fees, Distribution Ratios and Reimbursements -------------------------------------------------------
Intercable manages the Partnership and receives a fee for its services equal to 5 percent of the gross revenues of the Partnership, excluding revenues from the sale of cable television systems or franchises. Management fees paid to Intercable by the Partnership for the years ended December 31, 1996, 1995, and 1994 (exclusive of the Partnership's 27 percent interest in the Venture) were $2,390,436, $2,204,740 and $2,022,113, respectively.
Any distributions made from cash flow (defined as cash receipts derived from routine operations, less debt principal and interest payments and cash expenses) are allocated 99 percent to the limited partners and 1 percent to Intercable. Any distributions other than interest income on limited partner subscriptions earned prior to the acquisition of the Partnership's first cable television system or from cash flow, such as from the sale or refinancing of a system or upon dissolution of the Partnership, will be made as follows: first, to the limited partners in an amount which, together with all prior distributions, will equal 125 percent of the amount initially contributed to the Partnership capital by the limited partners; the balance, 75 percent to the limited partners and 25 percent to Intercable.
The Partnership reimburses Intercable for certain allocated overhead and administrative expenses. These expenses represent the salaries and related benefits paid for corporate personnel, rent, data processing services and other corporate related facilities costs. Such personnel provide engineering, marketing, administrative, accounting, legal and investor relations services to the Partnership. Such services, and their related costs, are necessary to the operation of the Partnership and would have been incurred by the Partnership if it was a stand alone entity. Allocations of personnel costs are based primarily on actual time spent by employees of Intercable with respect to each partnership managed. Remaining expenses are allocated based on the pro rata relationship of the Partnership's revenues to the total revenues of all systems owned or managed by Intercable and certain of its subsidiaries. Systems owned by Intercable and all other systems owned by partnerships for which Intercable is the general partner are also allocated a proportionate share of these expenses. Intercable believes that the methodology used in allocating overhead and administrative expenses is reasonable. Reimbursements made to Intercable by the Partnership for allocated overhead and administrative expenses (exclusive of the Partnership's 27 percent interest in the Venture) were $3,162,115, $3,170,917 and $3,105,440 in 1996, 1995 and 1994, respectively.
The Partnership was charged interest during 1996 at an average interest rate of 8.58 percent on the amounts due Intercable, which approximated Intercable's weighted average cost of borrowing. Total interest charged to the Partnership by Intercable was $250,004, $23,107 and, $43,708 for the years ended December 31, 1996, 1995 and 1994, respectively.
Payments to/from Affiliates for Programming Services ----------------------------------------------------
The Partnership receives programming from Superaudio, Jones Education Company, Great American Country, Inc. and Product Information Network, all of which are affiliates of Intercable.
Payments to Superaudio totaled $63,513, $54,644 and $51,858 in 1996, 1995 and 1994, respectively. Payments to Jones Education Company totaled $133,110, $126,679 and $72,733 in 1996, 1995 and 1994, respectively. Payments to Great American Country, Inc., which initiated service in 1996, totaled $35,100 in 1996.
The Partnership receives a commission from Product Information Network based on a percentage of advertising revenue and number of subscribers. Product Information Network paid commissions to the Partnership totaling $90,304, $77,790 and $42,223 in 1996, 1995 and 1994, respectively.
(4) PROPERTY, PLANT AND EQUIPMENT -----------------------------
Property, plant and equipment as of December 31, 1996 and 1995, consisted of the following:
(5) DEBT ----
During July 1994, the Partnership entered into an $80,000,000 revolving credit facility. In December 1996, the credit facility was amended to permit a distribution to the limited partners of a portion of the proceeds from the sale of the Turnersville System, to amend the then-existing amortization schedule and to increase the facility to $84,700,000. At December 31, 1996, the maximum amount of $84,700,000 was outstanding. The effective interest rates on amounts outstanding as of December 31, 1996 and 1995 were 6.67 and 7.15, respectively. Upon the sale of the Turnersville System, and as required under the terms of the Partnership's amended credit facility, $52,500,000 of the sale proceeds was used to repay bank debt, leaving $32,200,000 outstanding under the revolving credit facility as of March 12, 1997. The Partnership has received commitments for a new revolving credit facility, which is expected to be finalized by March 31, 1997, with a commitment of $37,500,000. The Partnership will borrow $32,200,000 from the new credit facility to repay the old credit facility, leaving $5,300,000 of borrowings available for future needs. The new credit facility expires on September 30, 2000, at which time the then-outstanding balance is payable in full. Interest on the new credit facility's outstanding balance is at the Partnership's option of the London Interbank Offered Rate plus .875 percent to 1.375 percent, the Certificate of Deposit Rate plus 1.0 percent to 1.5 percent or the Base Rate plus 0 percent to .375 percent.
Installments due on debt principal for each of the five years in the period ending December 31, 2001, and thereafter, respectively, are: $6,569,852, $10,804,852, $15,039,852, $19,129,951, $21,175,000 and $12,705,000. At December 31, 1996, substantially all of the Partnership's property, plant and equipment secured the above indebtedness.
At December 31, 1996, the carrying amount of the Partnership's long-term debt did not differ significantly from the estimated fair value of the financial instruments. The fair value of the Partnership's long-term debt is estimated based on the discounted amount of future debt service payments using rates of borrowing for a liability of similar risk.
(6) INCOME TAXES ------------
Income taxes have not been recorded in the accompanying financial statements because they accrue directly to the partners. The federal and state income tax returns of the Partnership are prepared and filed by the General Partner.
The Partnership's tax returns, the qualification of the Partnership as such for tax purposes, and the amount of distributable partnership income or loss are subject to examination by federal and state taxing authorities. If such examinations result in changes with respect to the Partnership's qualification as such, or in changes with respect to the Partnership's recorded income or loss, the tax liability of the general and limited partners would likely be changed accordingly.
Taxable loss reported to the partners is different from that reported in the statements of operations due to the difference in depreciation recognized under generally accepted accounting principles and the expense allowed for tax purposes under the Modified Accelerated Cost Recovery System (MACRS). There are no other significant differences between taxable loss and the net loss reported in the statements of operations.
(7) COMMITMENTS AND CONTINGENCIES -----------------------------
Cable TV Fund 14-A, Ltd. v. City of Naperville and Ameritech New Media, ----------------------------------------------------------------------- Inc. and City of Naperville v. Cable TV Fund 14-A, Ltd., United States District - ------------------------------------------------------ Court for the Northern District of Illinois, Eastern Division, Case No. 96C 5962. The Partnership is plaintiff and counter-defendant in a suit challenging certain actions arising from the City of Naperville's grant of a franchise to Ameritech New Media, Inc. ("Ameritech NMI"). Specifically, the Partnership alleges that under Cable Act standards, the City should have modified the Partnership's Naperville franchise, since certain items are unduly burdensome in a competitive environment. Further, the Partnership alleges that the franchise granted to Ameritech NMI is materially more favorable than the franchise granted to the Partnership and that this is contrary to Illinois law and that the Ameritech NMI franchise therefore is void. This suit also challenges the City's assertion that the Partnership has breached its franchise in various ways, particularly by withholding certain payments allegedly due to the City. In its countersuit, the City seeks a declaratory ruling that the Partnership has breached its franchise by withholding those same payments. Cross motions to dismiss and for partial summary judgment have been briefed and argued and are awaiting decision.
The Partnership rents office and other facilities under various long- term lease arrangements. Rent paid under such lease arrangements totaled $296,719, $242,084 and $233,251, respectively, for the years ended December 31, 1996, 1995 and 1994. Minimum commitments under operating leases for the five years in the period ending December 31, 2001, and thereafter are as follows:
(8) SUPPLEMENTARY PROFIT AND LOSS INFORMATION -----------------------------------------
Supplementary profit and loss information is presented below:
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ----------------------------------------
To the Partners of Cable TV Fund 14-A/B Venture:
We have audited the accompanying balance sheets of CABLE TV FUND 14-A/B VENTURE (a Colorado general partnership) as of December 31, 1996 and 1995, and the related statements of operations, partners' capital and cash flows for each of the three years in the period ended December 31, 1996. These financial statements are the responsibility of the General Partner's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cable TV Fund 14-A/B Venture as of December 31, 1996 and 1995, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1996, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Denver, Colorado, March 7, 1997.
CABLE TV FUND 14-A/B VENTURE ---------------------------- (A General Partnership)
BALANCE SHEETS --------------
The accompanying notes to financial statements are an integral part of these balance sheets.
CABLE TV FUND 14-A/B VENTURE ---------------------------- (A General Partnership)
BALANCE SHEETS --------------
The accompanying notes to financial statements are an integral part of these balance sheets.
CABLE TV FUND 14-A/B VENTURE ---------------------------- (A General Partnership)
STATEMENTS OF OPERATIONS ------------------------
The accompanying notes to financial statements are an integral part of these statements.
CABLE TV FUND 14-A/B VENTURE ---------------------------- (A General Partnership)
STATEMENTS OF PARTNERS' CAPITAL -------------------------------
The accompanying notes to financial statements are an integral part of these statements.
CABLE TV FUND 14-A/B VENTURE ---------------------------- (A General Partnership)
STATEMENTS OF CASH FLOWS ------------------------
The accompanying notes to financial statements are an integral part of these statements.
CABLE TV FUND 14-A/B VENTURE ---------------------------- (A General Partnership)
NOTES TO FINANCIAL STATEMENTS -----------------------------
(1) ORGANIZATION AND PARTNERS' INTERESTS ------------------------------------
Formation and Business ----------------------
On January 8, 1988, Cable TV Fund 14-A, Ltd. and Cable TV Fund 14-B, Ltd. (the "Venture Partners") formed a Colorado general partnership known as Cable TV Fund 14-A/B Venture (the "Venture") by contributing $18,975,000 and $51,025,000, respectively, for 27 percent and 73 percent ownership interests, respectively. The Venture was formed for the purpose of acquiring the cable television system serving areas in and around Broward County, Florida (the "Broward County System").
Jones Intercable, Inc. ("Intercable"), general partner of each of the Venture Partners, manages the Venture. Intercable and its subsidiaries also own and operate cable television systems. In addition, Intercable manages cable television systems for other limited partnerships for which it is general partner and for other affiliated entities.
Contributed Capital -------------------
The capitalization of the Venture is set forth in the accompanying Statements of Partners' Capital.
All Venture distributions, including those made from cash flow, from the sale or refinancing of Venture property and on dissolution of the Venture, shall be made to the Venture Partners in proportion to their 27 and 73 percent interests in the Venture.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ------------------------------------------
Accounting Records ------------------
The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles. The Venture's tax returns are also prepared on the accrual basis.
The preparation of financial statements in conformity with generally accepted accounting principles requires Intercable's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Purchase Price Allocation -------------------------
The Broward County System acquisition was accounted for as a purchase with the purchase price allocated to tangible and intangible assets based upon an independent appraisal. The method of allocation of purchase price was as follows: first, to the fair value of net tangible assets acquired; second, to the value of subscriber lists and noncompete agreements with previous owners; third, to franchise costs; and fourth, to costs in excess of interests in net assets purchased. Brokerage fees paid to an affiliate of Intercable and other system acquisition costs were capitalized and included in the cost of intangible assets.
Property, Plant and Equipment -----------------------------
Depreciation is provided using the straight-line method over the following estimated service lives:
Replacements, renewals and improvements are capitalized and maintenance and repairs are charged to expense as incurred.
Property, plant and equipment and the corresponding accumulated depreciation are written off as certain assets become fully depreciated and are no longer in service.
Intangible Assets -----------------
Costs assigned to franchises, subscriber lists and costs in excess of interests in net assets purchased are amortized using the straight-line method over the following remaining estimated useful lives:
Revenue Recognition -------------------
Subscriber prepayments are initially deferred and recognized as revenue when earned.
Reclassification ----------------
Certain prior year amounts have been reclassified to conform to the 1996 presentation.
(3) TRANSACTIONS WITH AFFILIATES ----------------------------
Management Fees and Reimbursements ----------------------------------
Intercable manages 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 paid to Intercable by the Venture for the years ended December 31, 1996, 1995 and 1994 were $1,275,955, $1,173,475 and $1,109,176, respectively.
The Venture reimburses Intercable for allocated overhead and administrative expenses. These expenses represent the salaries and related benefits paid for corporate personnel, rent, data processing services and other corporate facilities costs. Such personnel provide engineering, marketing, accounting, administrative, legal, and investor relations services to the Venture. Such services, and their related costs, are necessary to the operation of the Venture and would have been incurred by the Venture, if it was a stand alone entity. Allocations of personnel costs are based primarily on actual time spent by employees of Intercable with respect to each entity managed. Remaining expenses are allocated based on the pro rata relationship of the Venture's revenues to the total revenues of all systems owned or managed by Intercable and certain of its subsidiaries. Systems owned by Intercable and all other systems owned by partnerships for which Intercable is the general partner are also allocated a proportionate share of these expenses. Intercable believes that the methodology used in allocating overhead and administrative expenses is reasonable. Reimbursements made to Intercable by the Venture for allocated overhead and administrative expenses during the years ended December 31, 1996, 1995 and 1994 were $1,705,142, $1,654,736 and $1,668,114, respectively.
The Venture was charged interest during 1996 at an average interest rate of 8.58 percent on the amounts due Intercable, which approximated Intercable's weighted average cost of borrowing. Total interest charged to the Venture by Intercable was $122,224, $155,659 and $960 for the years ended December 31, 1996, 1995 and 1994, respectively.
Payments to/from Affiliates for Programming Services ----------------------------------------------------
The Venture receives programming from Superaudio, Jones Education Company, Great American Country, Inc. and Product Information Network, all of which are affiliates of Intercable.
Payments to Superaudio totaled $34,421, $30,171 and $30,631 in 1996, 1995 and 1994, respectively. Payments to Jones Education Company totaled $37,113, $32,268 and $33,445 in 1996, 1995 and 1994, respectively. Payments to Great American Country, Inc., which initiated service in 1996, totaled $47,590 in 1996.
The Venture receives a commission from Product Information Network based on a percentage of advertising revenue and number of subscribers. Product Information Network paid commissions to the Venture totaling $49,973, $23,430 and $23,856 in 1996, 1995 and 1994, respectively.
(4) PROPERTY, PLANT AND EQUIPMENT -----------------------------
Property, plant and equipment as of December 31, 1996 and 1995, consisted of the following:
In June 1996, the Venture amended its existing term loan providing for a reducing revolving credit facility with an available commitment of $42,500,000. The entire $42,500,000 commitment is available through December 31, 1998, at which time the commitment will be repaid in twenty quarterly installments with a final maturity of December 31, 2003. At December 31, 1996, the balance outstanding was $41,102,968, leaving $1,397,032 available for future borrowings. Interest is at the Venture's option of Prime plus 1/4 percent, the London Interbank Offered Rate plus 1-1/4 percent or the Certificate of Deposit Rate plus 1-3/8 percent. The effective interest rates on amounts outstanding as of December 31, 1996 and 1995 were 6.79 percent and 7.17 percent, respectively.
Installments due on debt principal for each of the five years in the period ending December 31, 2001 and thereafter, respectively, are: $47,882, $47,882, $5,450,848, $6,815,949, $8,500,000 and $20,400,000. At December 31, 1996, substantially all of the Venture's property, plant and equipment secured the above indebtedness.
At December 31, 1996, the carrying amount of the Venture's long-term debt did not differ significantly from the estimated fair value of the financial instruments. The fair value of the Venture's long-term debt is estimated based on the discounted amount of future debt service payments using rates of borrowing for a liability of similar risk.
(6) INCOME TAXES ------------
Income taxes have not been recorded in the accompanying financial statements because they accrue directly to the partners of Cable TV Fund 14-A, Ltd. and Cable TV Fund 14-B, Ltd.
The Venture's tax returns, the qualification of the Venture as such for tax purposes, and the amount of distributable Venture income or loss are subject to examination by federal and state taxing authorities. If such examinations result in changes with respect to the Venture's qualification as such, or in changes with respect to the Venture's recorded income or loss, the tax liability of the Venture's general partners would likely be changed accordingly.
Taxable loss reported to the partners is different from that reported in the statements of operations due to the difference in depreciation recognized under generally accepted accounting principles and the expense allowed for tax purposes under the Modified Accelerated Cost Recovery System (MACRS). There are no other significant differences between taxable loss and the net loss reported in the statements of operations.
(7) COMMITMENTS AND CONTINGENCIES -----------------------------
Office and other facilities are rented under various long-term lease arrangements. Rent paid under such lease arrangements totaled $21,762, $22,680 and $49,856, respectively for the years ended December 31, 1996, 1995 and 1994. Minimum commitments under operating leases for each of the five years in the period ending December 31, 2001 and thereafter are as follows:
(8) SUPPLEMENTARY PROFIT AND LOSS INFORMATION -----------------------------------------
Supplementary profit and loss information is presented below:
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON --------------------------------------------------------- ACCOUNTING AND FINANCIAL DISCLOSURE -----------------------------------
None.
PART III. --------
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT ------------------------------------------------------------
The Partnership itself has no officers or directors. Certain information concerning the directors and executive officers of the General Partner is set forth below. Directors of the General Partner serve until the next annual meeting of the General Partner and until their successors shall be elected and qualified.
Glenn R. Jones 67 Chairman of the Board and Chief Executive Officer Derek H. Burney 57 Vice Chairman of the Board James B. O'Brien 47 President and Director Ruth E. Warren 47 Group Vice President/Operations Kevin P. Coyle 45 Group Vice President/Finance Christopher J. Bowick 41 Group Vice President/Technology George H. Newton 62 Group Vice President/Telecommunications Raymond L. Vigil 50 Group Vice President/Human Resources Cynthia A. Winning 45 Group Vice President/Marketing Elizabeth M. Steele 45 Vice President/General Counsel/Secretary Larry W. Kaschinske 37 Vice President/Controller Robert E. Cole 64 Director William E. Frenzel 68 Director Donald L. Jacobs 58 Director James J. Krejci 55 Director John A. MacDonald 43 Director Raphael M. Solot 63 Director Howard O. Thrall 49 Director Siim A. Vanaselja 40 Director Sanford Zisman 57 Director Robert B. Zoellick 43 Director
Mr. Glenn R. Jones has served as Chairman of the Board of Directors and Chief Executive Officer of the General Partner since its formation in 1970, and he was President from June 1984 until April 1988. Mr. Jones is the sole shareholder, President and Chairman of the Board of Directors of Jones International, Ltd. He is also Chairman of the Board of Directors of the subsidiaries of the General Partner and of certain other affiliates of the General Partner. Mr. Jones has been involved in the cable television business in various capacities since 1961, is a member of the Board of Directors and the Executive Committee of the National Cable Television Association. Additionally, Mr. Jones is a member of the Board of Governors for the American Society for Training and Development, and a member of the Board of Education Council of the National Alliance of Business. Mr. Jones is also a founding member of the James Madison Council of the Library of Congress. Mr. Jones has been the recipient of several awards including the Grand Tam Award in 1989, the highest award from the Cable Television Administration and Marketing Society; the President's Award from the Cable Television Public Affairs Association in recognition of Jones International's educational efforts through Mind Extension University (now Knowledge TV); the Donald G. McGannon Award for the advancement of minorities and women in cable from the United Church of Christ Office of Communications; the STAR Award from American Women in Radio and Television, Inc. for exhibition of a commitment to the issues and concerns of women in television and radio; the Cableforce 2000 Accolade awarded by Women in Cable in recognition of the General Partner's innovative employee programs; the Most Outstanding Corporate Individual Achievement Award from the International Distance Learning Conference for his contributions to distance education; the Golden Plate Award from the
American Academy of Achievement for his advances in distance education; the Man of the Year named by the Denver chapter of the Achievement Rewards for College Scientists; and in 1994 Mr. Jones was inducted into Broadcasting and Cable's Hall of Fame.
Mr. Derek H. Burney was appointed a Director of the General Partner in December 1994 and Vice Chairman of the Board of Directors on January 31, 1995. Mr. Burney joined BCE Inc., Canada's largest telecommunications company, in January 1993 as Executive Vice President, International. He has been the Chairman of Bell Canada International Inc., a subsidiary of BCE, since January 1993 and, in addition, has been Chief Executive Officer of BCI since July 1993. Prior to joining BCE, Mr. Burney served as Canada's ambassador to the United States from 1989 to 1992. Mr. Burney also served as chief of staff to the Prime Minister of Canada from March 1987 to January 1989 where he was directly involved with the negotiation of the U.S. - Canada Free Trade Agreement. In July 1993, he was named an Officer of the Order of Canada. Mr. Burney is also a director of Bell Cablemedia plc, Mercury Communications Limited, Videotron Holdings plc, Tele-Direct (Publications) Inc., Teleglobe Inc., Bimcor Inc., Maritime Telegraph and Telephone Company, Limited, Moore Corporation Limited, Northbridge Programming Inc. and certain subsidiaries of Bell Canada International.
Mr. James B. O'Brien, the General Partner's President, joined the General Partner in January 1982. Prior to being elected President and a Director of the General Partner in December 1989, Mr. O'Brien served as a Division Manager, Director of Operations Planning/Assistant to the CEO, Fund Vice President and Group Vice President/Operations. Mr. O'Brien was appointed to the General Partner's Executive Committee in August 1993. As President, he is responsible for the day-to-day operations of the cable television systems managed and owned by the General Partner. Mr. O'Brien is a board member of Cable Labs, Inc., the research arm of the U.S. cable television industry. He also serves as Vice Chairman and a director of the Cable Television Administration and Marketing Association and as a director and member of the Executive Committee of the Walter Kaitz Foundation, a foundation that places people of ethnic minority groups in positions with cable television systems, networks and vendor companies .
Ms. Ruth E. Warren joined the General Partner in August 1980 and has served in various operational capacities, including system manager and Fund Vice President, since then. Ms. Warren was elected Group Vice President/Operations of the General Partner in September 1990.
Mr. Kevin P. Coyle joined The Jones Group, Ltd. in July 1981 as Vice President/Financial Services. In September 1985, he was appointed Senior Vice President/Financial Services. He was elected Treasurer of the General Partner in August 1987, Vice President/Treasurer in April 1988 and Group Vice President/Finance and Chief Financial Officer in October 1990.
Mr. Christopher J. Bowick joined the General Partner in September 1991 as Group Vice President/Technology and Chief Technical Officer. Previous to joining the General Partner, Mr. Bowick worked for Scientific Atlanta's Transmission Systems Business Division in various technical management capacities since 1981, and as Vice President of Engineering since 1989.
Mr. George H. Newton joined the General Partner in January 1996 as Group Vice President/Telecommunications. Prior to joining the General Partner, Mr. Newton was President of his own consulting business, Clear Solutions, and since 1994 Mr. Newton has served as a Senior Advisor to Bell Canada International. From 1990 to 1993, Mr. Newton served as the founding Chief Executive Officer and Managing Director of Clear Communications, New Zealand, where he established an alternative telephone company in New Zealand. From 1964 to 1990, Mr. Newton held a wide variety of operational and business assignments with Bell Canada International.
Mr. Raymond L. Vigil joined the General Partner in June 1993 as Group Vice President/Human Resources. Previous to joining the General Partner, Mr. Vigil served as Executive Director of Learning with USWest. Prior to USWest, Mr. Vigil worked in various human resources posts over a 14-year term with the IBM Corporation.
Ms. Cynthia A. Winning joined the General Partner as Group Vice President/Marketing in December 1994. Previous to joining the General Partner, Ms. Winning served since 1994 as the President of PRS Inc., Denver, Colorado, a sports and event marketing company. From 1979 to 1981 and from 1986 to 1994, Ms. Winning served as the Vice President and Director of Marketing for Citicorp Retail Services, Inc., a provider of private-label credit cards for ten national retail department store chains. From 1981 to 1986, Ms. Winning was the Director of Marketing Services for Daniels & Associates cable television operations, as well as the Western Division Marketing Director for Capital Cities Cable. Ms. Winning also serves as a board member of Cities in Schools, a dropout intervention/prevention program.
Ms. Elizabeth M. Steele joined the General Partner in August 1987 as Vice President/General Counsel and Secretary. From August 1980 until joining the General Partner, Ms. Steele was an associate and then a partner at the Denver law firm of Davis, Graham & Stubbs, which serves as counsel to the General Partner.
Mr. Larry Kaschinske joined the General Partner in 1984 as a staff accountant in the General Partner's former Wisconsin Division, was promoted to Assistant Controller in 1990, named Controller in August 1994 and was elected Vice President/Controller in June 1996.
Mr. Robert E. Cole was appointed a Director of the General Partner in March 1996. Mr. Cole is currently self-employed as a partner of First Variable Insurance Marketing and is responsible for marketing to National Association of Securities Dealers, Inc. firms in northern California, Oregon, Washington and Alaska. From 1993 to 1995, Mr. Cole was the Director of Marketing for Lamar Life Insurance Company; from 1992 to 1993, Mr. Cole was Senior Vice President of PMI Inc., a third party lender serving the special needs of Corporate Owned Life Insurance (COLI) and from 1988 to 1992, Mr. Cole was the principal and co- founder of a specialty investment banking firm that provided services to finance the ownership and growth of emerging companies, productive assets and real property. Mr. Cole is a Certified Financial Planner and a former United States Naval Aviator.
Mr. William E. Frenzel was appointed a Director of the General Partner in April 1995. Mr. Frenzel has been a Guest Scholar since 1991 with the Brookings Institution, a research organization located in Washington D. C. Until his retirement in January 1991, Mr. Frenzel served for twenty years in the United States House of Representatives, representing the State of Minnesota, where he was a member of the House Ways and Means Committee and its Trade Subcommittee, the Congressional Representative to the General Agreement on Tariffs and Trade (GATT), the Ranking Minority Member on the House Budget Committee and a member of the National Economic Commission. Mr. Frenzel also served in the Minnesota Legislature for eight years. He is a Distinguished Fellow of the Tax Foundation, Vice Chairman of the Eurasia Foundation, a Board Member of the U.S.-Japan Foundation, the Close-Up Foundation, Sit Mutual Funds and Chairman of the Japan-America Society of Washington.
Mr. Donald L. Jacobs was appointed a Director of the General Partner in April 1995. Mr. Jacobs is a retired executive officer of TRW. Prior to his retirement, he was Vice President and Deputy Manager of the Space and Defense Sector; prior to that appointment, he was the Vice President and General Manager of the Defense Systems Group and prior to his appointment as Group General Manager, he was President of ESL, Inc., a wholly owned subsidiary of TRW. During his career, Mr. Jacobs served on several corporate, professional and civic boards.
Mr. James J. Krejci was President of the International Division of International Gaming Technology, International headquartered in Reno, Nevada, until March 1995. Prior to joining IGT in May 1994, Mr. Krejci was Group Vice President of Jones International, Ltd. and was Group Vice President of the General Partner. He also served as an officer of subsidiaries of Jones International, Ltd. until leaving the General Partner in May 1994. Mr. Krejci has been a Director of the General Partner since August 1987.
Mr. John A. MacDonald was appointed a Director of the General Partner in November 1995. Mr. MacDonald is Executive Vice President of Business Development and Chief Technology Officer of Bell Canada International Inc. Prior to joining Bell Canada in November 1994, Mr. MacDonald was President and Chief Executive Officer of The New Brunswick Telephone Company, Limited, a post he had held since March of that year. Prior to March 1994, Mr. MacDonald was with NBTel for 17 years serving in various capacities, including Market Planning Manager, Corporate Planning Manager, Manager of Systems Planning and Development and General Manager, Chief Engineer and General Manager of Engineering and Information Systems and Vice President of Planning. Mr. MacDonald was the former Chairman of the New Brunswick section of the Institute of Electrical and Electronic Engineers and also served on the Federal Government's Information Highway Advisory Council. Mr. MacDonald is Chairman of MediaLinx Interactive Inc. and Stentor Canadian Network Management and is presently a Governor of the Montreal Exchange. He also serves on the Board of Directors of Tele-Direct (Publications) Inc., Bell-Northern Research, Ltd., SRCI, Bell Sygma, Canarie Inc., and is a member of the University of New Brunswick Venture Campaign Cabinet.
Mr. Raphael M. Solot was appointed a Director of the General Partner in March 1996. Mr. Solot is an attorney and has practiced law for 31 years with an emphasis on franchise, corporate and partnership law and complex litigation.
Mr. Howard O. Thrall was appointed a Director of the General Partner in March 1996. Mr. Thrall had previously served as a Director of the General Partner from December 1988 to December 1994. Mr. Thrall is Senior Vice President--Corporate Development for First National Net, Inc., a leading service provider for the mortgage banking industry, and he heads First National Net's Washington, D.C. regional office. From September 1993 to July 1996, Mr. Thrall has served as Vice President of Sales, Asian Region, for World Airways, Inc. headquartered at the Washington Dulles International Airport. From 1984 until August 1993, Mr. Thrall was with the McDonnell Douglas Corporation, where he concluded as a Regional Vice President, Commercial Marketing with the Douglas Aircraft Company subsidiary. Mr. Thrall is also an active management and international marketing consultant, having completed assignments with McDonnell Douglas Aerospace, JAL Trading Inc. Technology Solutions Company, Cheong Kang Associated (Korea), Aero Investment Alliance, Inc. and Western Real Estate Partners, among others.
Mr. Siim A. Vanaselja was appointed a Director of the General Partner in August 1996. Mr. Vanaselja joined BCE Inc., Canada's largest telecommunications company, in February 1994 as Assistant Vice-President, International Taxation. In June 1994, he was appointed Assistant Vice-President and Director of Taxation, and in February 1995, Mr. Vanaselja was appointed Vice-President, Taxation. On August 1, 1996, Mr. Vanaselja was appointed the Chief Financial Officer of Bell Canada International Inc., a subsidiary of BCE Inc. Prior to joining BCE Inc. and since August 1989, Mr. Vanaselja was a partner in the Toronto office of KPMG Peat Marwick Thorne. Mr. Vanaselja has been a member of the Institute of Chartered Accountants of Ontario since 1982 and is a member of the Canadian Tax Foundation, the Tax Executives Institute and the International Fiscal Association.
Mr. Sanford Zisman was appointed a director of the General Partner in June 1996. Mr. Zisman is a member of the law firm, Zisman & Ingraham, P.C. of Denver, Colorado and has practiced law for 31 years, with an emphasis on tax, business and estate planning and probate administration. Mr. Zisman currently serves as a member of the Board of Directors of Saint Joseph Hospital, the largest hospital in Colorado, and he has served as Chairman of the Board, Chairman of the Finance Committee and Chairman of the Strategic Planning Committee of the hospital. Since 1992, he has also served on the Board of Directors of Maxim Series Fund, Inc., a subsidiary of Great-West Life Assurance Company.
Mr. Robert B. Zoellick was appointed a Director of the General Partner in April 1995. Mr. Zoellick is Executive Vice President for Housing and Law of Fannie Mae, a federally chartered and stockholder-owned corporation that is the largest housing finance investor in the United States. From August 1992 to January 1993, Mr. Zoellick served as Deputy Chief of Staff of the White House and Assistant to the President. From May 1991 to August 1992, Mr. Zoellick served concurrently as the Under Secretary of State for Economic and Agricultural Affairs and as Counselor of the Department of State, a post he assumed in March 1989. From 1985 to 1988, Mr. Zoellick served at the Department of Treasury in a number of capacities, including Counselor to the Secretary. Mr. Zoellick received the Alexander Hamilton and Distinguished Service Awards, highest honors of the Departments of Treasury and State, respectively. The German Government awarded him the Knight Commanders
Cross for his work on Germany unification. Mr. Zoellick currently serves on the boards of Alliance Capital, Said Holdings, the Council on Foreign Relations, the Congressional Institute, the German Marshall Fund of the U.S., the European Institute, the National Bureau of Asian Research, the American Council on Germany, the American Institute for Contemporary German Studies and the Overseas Development Council.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION --------------------------------
The Partnership has no employees; however, various personnel are required to operate the Systems. Such personnel are employed by the General Partner and, the cost of such employment is charged by the General Partner to the Partnership or the Venture as a direct reimbursement item. See Item 13.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGERS ----------------------------------------------------------------------
As of March 4, 1997, no person or entity owned more than 5 percent of the limited partnership interests of the Partnership.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS --------------------------------------------------------
The General Partner and its affiliates engage in certain transactions with the Partnership and the Venture. The General Partner believes that the terms of such transactions are generally as favorable as could be obtained by the Partnership and the Venture from unaffiliated parties. This determination has been made by the General Partner in good faith, but none of the terms were or will be negotiated at arm's-length and there can be no assurance that the terms of such transactions have been or will be as favorable as those that could have been obtained by the Partnership or the Venture from unaffiliated parties.
TRANSACTIONS WITH THE GENERAL PARTNER
The General Partner charges a management fee, and the General Partner is reimbursed for certain allocated overhead and administrative expenses. These expenses represent the salaries and 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 Partnership and the Venture. Allocations of personnel costs are based primarily on actual time spent by employees of the General Partner with respect to each partnership managed. Remaining expenses are allocated based on the pro rata relationship of the Partnership's and the Venture's revenues to the total revenues of all systems owned or managed by the General Partner and certain of its subsidiaries. Systems owned by the General Partner and all other systems owned by partnerships for which Jones Intercable, Inc. is the general partner are also allocated a proportionate share of these expenses.
The General Partner also advances funds and charges interest on the balance payable. The interest rate charged approximates the General Partner's weighted average cost of borrowing.
TRANSACTIONS WITH AFFILIATES
Jones Education Company ("JEC") is owned 63% by Jones International, Ltd. ("International"), an affiliate of the General Partner, 9% by Glenn R. Jones, 12% by Bell Canada International Inc. ("BCI") and 16% by the General Partner. JEC operates two television networks, JEC Knowledge TV and Jones Computer Network. JEC Knowledge TV provides programming related to computers and technology; business, careers and finance; health and wellness; and global culture and languages. Jones Computer Network provides programming focused primarily on computers and technology. JEC sells its programming to certain cable television systems owned or managed by the General Partner.
The Great American Country network provides country music video programming to certain cable television systems owned or managed by the General Partner. This network is owned and operated by Great American Country, Inc., a subsidiary of Jones International Networks, Ltd., an affiliate of International.
Jones Galactic Radio, Inc. is a company now owned by Jones International Networks, Ltd., an affiliate of International. Superaudio, a joint venture between Jones Galactic Radio, Inc. and an unaffiliated entity, provides satellite programming to certain cable television systems owned or managed by the General Partner.
The Product Information Network Venture (the "PIN Venture") is a venture among a subsidiary of Jones International Networks, Ltd., an affiliate of International, and two unaffiliated cable system operators. The PIN Venture operates the Product Information Network (PIN), which is a 24-hour network that airs long-form advertising generally known as infomercials. The PIN Venture generally makes incentive payments of approximately 60% of its net advertising revenue to the cable systems that carry its programming. Most of the General Partners owned and managed systems carry PIN for all or part of each day. Revenues received by the Partnership from the PIN Venture relating to the Partnerships owned cable television systems totaled approximately $90,304 for the year ended December 31, 1996. Revenues received by the Venture from the PIN Venture relating the Ventures owned cable television systems totaled approximately $49,973 for the year ended December 31, 1996.
The charges to the Partnership and to the Venture for related party transactions are as follows for the periods indicated:
For the Year Ended December 31, ------------------------------- Cable TV Fund 14-A 1996 1995 1994 - ------------------ ---- ---- ---- Management fees $2,390,436 $2,204,740 $2,022,113 Allocation of expenses 3,162,115 3,170,917 3,105,440 Interest expense 250,004 23,107 43,708 Amount of advances outstanding 352,232 887,215 706,579 Highest amount of advances outstanding 3,453,993 887,215 1,004,121 Programming fees: Jones Education Company 133,110 126,679 72,733 Great American Country 35,100 0 0 Superaudio 63,513 54,644 51,858
For the Year Ended December 31, ------------------------------- Cable TV Fund 14-A/B Venture 1996 1995 1994 - ---------------------------- ---- ---- ---- Management fees $1,275,955 $1,173,475 $1,109,176 Allocation of expenses 1,705,142 1,654,736 1,668,114 Interest expense 122,224 155,659 960 Amount of advances outstanding 268,256 2,206,959 354,179 Highest amount of advances outstanding 2,206,959 2,206,959 354,179 Programming fees: Jones Education Company 37,113 32,268 27,751 Great American Country 47,590 0 0 Superaudio 34,421 30,171 30,631
PART IV. --------
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K -------------------------------------------------------------------------
(a)1. See index to financial statements for the list of financial statements and exhibits thereto filed as part of this report.
3. The following exhibits are filed herewith.
4.1 Limited Partnership Agreement for Cable TV Fund 14-A, Ltd. (1)
4.2 Joint Venture Agreement of Cable TV Fund 14-A/B Venture, dated as of January 8, 1988, between Cable TV Fund 14-A, Ltd. and Cable TV Fund 14-B, Ltd. (1)
10.1.1 Copy of a franchise and related documents thereto granting a community antenna television system franchise for the Big Cypress Seminole Indian Reservation, Florida (Fund 14-A/B). (2)
10.1.2 Copy of a franchise and related documents thereto granting a community antenna television system franchise for the Brighton Seminole Indian Reservation, Florida (Fund 14-A/B). (2)
10.1.3 Copy of a franchise and related documents thereto granting a community antenna television system franchise for the unincorporated portions of Broward County, Florida (Fund 14-A/B). (3)
10.1.4 Copy of a franchise and related documents thereto granting a community antenna television system franchise for Cooper City, Florida (Fund 14- A/B). (10)
10.1.5 Copy of a franchise and related documents thereto granting a community antenna television system franchise for Dania, Florida (Fund 14-A/B). (3)
10.1.6 Copy of a franchise and related documents thereto granting a community antenna television system franchise for Davie, Florida (Fund 14-A/B). (3)
10.1.7 Copy of a franchise and related documents thereto granting a community antenna television system franchise for the Hollywood Seminole Indian Reservation, Florida (Fund 14-A/B). (2)
10.1.8 Copy of a franchise and related documents thereto granting a community antenna television system franchise for the Immokalee Seminole Indian Reservation, Florida (Fund 14-A/B). (2)
10.1.9 Copy of a franchise and related documents thereto granting a community antenna television system franchise for Lauderdale Lakes, Florida (Fund 14-A/B). (3)
10.1.10 Copy of a franchise and related documents thereto granting a community antenna television system franchise for the Village of Bement, Illinois (Fund 14-A). (5)
10.1.11 Copy of a franchise and related documents thereto granting a community antenna television system franchise for the Village of Cerro Gordo, Illinois (Fund 14-A). (4)
10.1.12 Copy of a franchise and related documents thereto granting a community antenna television system franchise for Chanute Air Force Base, Illinois (Fund 14-A). (4)
10.1.13 Copy of a franchise and related documents thereto granting a community antenna television system franchise for the Town of Chatsworth, Illinois (Fund 14-A). (4)
10.1.14 Copy of a franchise and related documents thereto granting a community antenna television system franchise for the City of Chenoah, Illinois (Fund 14-A). (4)
10.1.15 Copy of a franchise and related documents thereto granting a community antenna television system franchise for the City of Clinton, Illinois (Fund 14-A). (4)
10.1.16 Copy of a franchise and related documents thereto granting a community antenna television system franchise for the County of Dupage, Illinois (Fund 14-A). (1)
10.1.17 Copy of a franchise and related documents thereto granting a community antenna television system franchise for the City of Fairbury, Illinois (Fund 14-A). (4)
10.1.18 Copy of a franchise and related documents thereto granting a community antenna television system franchise for the City of Farmer City, Illinois (Fund 14-A).
10.1.19 Copy of a franchise and related documents thereto granting a community antenna television system franchise for the Village of Forest, Illinois (Fund 14-A). (4)
10.1.20 Copy of a franchise and related documents thereto granting a community antenna television system franchise for the City of Gibson City, Illinois (Fund 14-A). (4)
10.1.21 Copy of a franchise and related documents thereto granting a community antenna television system franchise for the City of Leroy, Illinois (Fund 14-A). (4)
10.1.22 Copy of a franchise and related documents thereto granting a community antenna television system franchise for the City of Monticello, Illinois (Fund 14-A). (4)
10.1.23 Copy of a franchise and related documents thereto granting a community antenna television system franchise for the City of Naperville, Illinois (Fund 14-A). (1)
10.1.24 Copy of a franchise and related documents thereto granting a community antenna television system franchise for the Village of Pesotum, Illinois (Fund 14-A). (4)
10.1.25 Copy of a franchise and related documents thereto granting a community antenna television system franchise for the Village of Rantoul, Illinois (Fund 14-A). (4)
10.1.26 Copy of a franchise and related documents thereto granting a community antenna television system franchise for the Village of Thomasborough, Illinois (Fund 14-A). (9)
10.1.27 Copy of a franchise and related documents thereto granting a community antenna television system franchise for the Village of Tolono, Illinois (Fund 14-A). (10)
10.1.28 Copy of a franchise and related documents thereto granting a community antenna television system franchise for the County of Will, Illinois (Fund 14-A). (1)
10.1.29 Copy of a franchise and related documents thereto granting a community antenna television system franchise for the County of Calvert, Maryland (Fund 14-A). (1)
10.1.30 Copy of a franchise and related documents thereto granting a community antenna television system franchise for St. Mary's County, Maryland (Fund 14-A). (5)
10.1.31 Copy of a franchise and related documents thereto granting a community antenna television system franchise for Southern Anne Arundel County, Maryland (Fund 14-A). (1)
10.1.32 Copy of a franchise and related documents thereto granting a community antenna television system franchise for the City of Albertville, Minnesota (Fund 14-A). (1)
10.1.33 Copy of a franchise and related documents thereto granting a community antenna television system franchise for City of Big Lake, Minnesota (Fund 14-A). (1)
10.1.34 Copy of Ordinance No. 1200 dated 3/5/90 relating to the City of Big Lake franchise (Fund 14-A). (5)
10.1.35 Copy of a franchise and related documents thereto granting a community antenna television system franchise for the City of Buffalo, Minnesota (Fund 14-A). (1)
10.1.36 Copy of Ordinance dated 4/16/90 relating to the Buffalo franchise (Fund 14-A). (5)
10.1.37 Copy of a franchise and related documents thereto granting a community antenna television system franchise for the City of Cokato, Minnesota (Fund 14-A). (1)
10.1.38 Copy of a franchise and related documents thereto granting a community antenna television system franchise for the City of Dassel, Minnesota (Fund 14-A). (1)
10.1.39 Copy of Ordinance No. 10.044 dated 1/16/90 relating to the Dassel franchise (Fund 14-A). (5)
10.1.40 Copy of a franchise and related documents thereto granting a community antenna television system franchise for the City of Dayton, Minnesota (Fund 14-A). (1)
10.1.41 Copy of a franchise and related documents thereto granting a community antenna television system franchise for the City of Delano, Minnesota (Fund 14-A). (1)
10.1.42 Copy of Ordinance No. 0-90-01 dated 3/20/90 relating to the Delano franchise (Fund 14-A). (5)
10.1.43 Copy of a franchise and related documents thereto granting a community antenna television system franchise for the City of Elk River, Minnesota (Fund 14-A). (1)
10.1.44 Copy of Ordinance No. 90-3 dated 2/26/90 relating to the City of Elk River franchise (Fund 14-A). (5)
10.1.45 Copy of a franchise and related documents thereto granting a community antenna television system franchise for the Township of Hassan, Minnesota (Fund 14-A). (2)
10.1.46 Copy of a franchise and related documents thereto granting a community antenna television system franchise for the City of Maple Lake, Minnesota (Fund 14-A). (1)
10.1.47 Copy of Ordinance No. 38 dated 3/5/90 relating to the City of Maple Lake franchise (Fund 14-A). (5)
10.1.48 Copy of a franchise and related documents thereto granting a community antenna television system franchise for the City of Monticello, Minnesota (Fund 14-A). (1)
10.1.49 Copy of Ordinance No. 183 dated 2/26/90 relating to the City of Monticello franchise (Fund 14-A). (5)
10.1.50 Copy of a franchise and related documents thereto granting a community antenna television system franchise for the Township of Monticello, Minnesota (Fund 14-A). (1)
10.1.51 Copy of a franchise and related documents thereto granting a community antenna television system franchise for the Township of Ostego, Minnesota (Fund 14-A). (1)
10.1.52 Copy of a franchise and related documents thereto granting a community antenna television system franchise for the City of Rockford, Minnesota (Fund 14-A). (1)
10.1.53 Resolutions 90-14 and 90-15 dated 4/10/90 relating to the City of Rockford franchise (Fund 14-A). (5)
10.1.54 Copy of a franchise and related documents thereto granting a community antenna television system franchise for the Town of Rockford, Minnesota (Fund 14-A). (2)
10.1.55 Copy of a franchise and related documents thereto granting a community antenna television system franchise for the City of St. Michael, Minnesota (Fund 14-A). (1)
10.1.56 Copy of a franchise and related documents thereto granting a community antenna television system franchise for the City of Watertown, Minnesota (Fund 14-A). (1)
10.2.1 Credit Agreement dated as of July 21, 1994 among Cable TV Fund 14-A and The Bank of Nova Scotia, as agent for various lenders. (Fund 14-A) (9)
10.2.2 First Amendment dated December 30, 1996 to Credit Agreement dated as of July 21, 1994 among Cable TV Fund 14-A, Ltd. and The Bank of Nova Scotia, as agent for various lenders.
10.2.3 Credit Agreement dated as of September 30, 1988 among Cable TV Fund 14-A/B Venture and The Bank of Nova Scotia, as agent for various lenders. (Fund 14-A/B) (6)
10.2.4 First Letter Amendment dated June 11, 1990 to Credit Agreement dated as of September 30, 1988 among Cable TV Fund 14-A/B Venture and The Bank of Nova Scotia, as agent for various lenders. (Fund 14-A/B) (6)
10.2.5 Second Letter Amendment dated May 28, 1992 to Credit Agreement dated as of September 30, 1988 among Cable TV Fund 14-A/B Venture and The Bank of Nova Scotia, as agent for various lenders. (Fund 14-A/B) (6)
10.2.6 Third Letter Amendment dated June 30, 1994 to Credit Agreement dated as of September 30, 1988 among Cable TV Fund 14-A/B Venture and The Bank of Nova Scotia, as agent for various lenders. (Fund 14-A/B) (9)
10.2.7 Fourth Letter Amendment dated June 24, 1996 to Credit Agreement dated as of September 30, 1988 among Cable TV Fund 14-A/B Venture and The Bank of Nova Scotia, as agent for various lenders. (Fund 14-A/B)
10.3.1 Purchase and Sale Agreement dated as of March 31, 1988 by and between Cable TV Fund 14-A/B Venture as Buyer and Jones Intercable, Inc. as Seller. (Fund 14-A/B) (7)
10.3.2 Purchase and Sale Agreement dated as of May 30, 1991, by and between Jones Intercable, Inc. and Fund 14-A. (Fund 14-A) (8)
10.3.3 Asset Purchase Agreement dated as of March 28, 1996, between Cable TV Fund 14-A, Ltd. and Lenfest Atlantic, Inc. (11)
10.3.4 Asset Purchase Agreement dated March 12, 1997 between Cable TV Fund 14-A, Ltd. and Triax Midwest Associates, L.P.
27 Financial Data Schedule __________ (1) Incorporated by reference from Registrant's Report on Form 10-K for fiscal year ended December 31, 1987 (Commission File Nos. 0-15378 and 0-16200)
(2) Incorporated by reference from Registrant's Report on Form 10-K for fiscal year ended December 31, 1990 (Commission File Nos. 0-15378 and 0-16200)
(3) Incorporated by reference from Registrant's Report on Form 10-K for fiscal year ended December 31, 1989 (Commission File Nos. 0-15378 and 0-16200)
(4) Incorporated by reference from the Annual Report on Form 10-K for fiscal year ended December 31, 1990 of Jones Intercable, Inc. (Commission File No. 1-9953)
(5) Incorporated by reference from Registrant's Report on Form 10-K for fiscal year ended December 31, 1992.
(6) Incorporated by reference from Registrants' Reports on Form 8-K dated March 31, 1993 (Commission File Nos. 0-15378 and 0-16200)
(7) Incorporated by reference from Registrants' Reports on Form 8-K dated March 31, 1988 (Commission File Nos. 0-15378 and 0-16200)
(8) Incorporated by reference from Fund 14-A's Report on Form 8-K dated June 12, 1991 (Commission File No. 0-15378).
(9) Incorporated by reference from the Annual Report Reports on Form 10-K for fiscal year ended December 31, 1994 of Jones Intercable, Inc. (Commission File No. 1-9953)
(10) Incorporated by reference from Registrant's Report on Form 10-K for fiscal year ended December 31, 1994.
(11) Incorporated by reference from Registrant's Report on Form 10-K for fiscal year ended December 31, 1995.
(b) Reports on Form 8-K ------------------- None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 14-A, LTD. a Colorado limited partnership By: Jones Intercable, Inc.
By: /s/ Glenn R. Jones -------------------------------- Glenn R. Jones Chairman of the Board and Chief Dated: March 24, 1997 Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: /s/ Glenn R. Jones -------------------------------- Glenn R. Jones Chairman of the Board and Chief Executive Officer Dated: March 24, 1997 (Principal Executive Officer)
By: /s/ Kevin P. Coyle -------------------------------- Kevin P. Coyle Group Vice President/Finance Dated: March 24, 1997 (Principal Financial Officer)
By: /s/ Larry Kaschinske -------------------------------- Larry Kaschinske Vice President/Controller Dated: March 24, 1997 (Principal Accounting Officer)
By: /s/ James B. O'Brien -------------------------------- James B. O'Brien Dated: March 24, 1997 President and Director
By: /s/ Derek H. Burney -------------------------------- Derek H. Burney Dated: March 24, 1997 Director
By: /s/ Robert E. Cole -------------------------------- Robert E. Cole Dated: March 24, 1997 Director
By: /s/ William E. Frenzel -------------------------------- William E. Frenzel Dated: March 24, 1997 Director
By: /s/ Donald L. Jacobs -------------------------------- Donald L. Jacobs Dated: March 24, 1997 Director
By: /s/ James J. Krejci -------------------------------- James J. Krejci Dated: March 24, 1997 Director
By: -------------------------------- John A. MacDonald Dated: March 24, 1997 Director
By: /s/ Raphael M. Solot -------------------------------- Raphael M. Solot Dated: March 24, 1997 Director
By: -------------------------------- Howard O. Thrall Dated: March 24, 1997 Director
By: /s/ Siim A. Vanaselja -------------------------------- Siim A. Vanaselja Dated: March 24, 1997 Director
By: /s/ Sanford Zisman -------------------------------- Sanford Zisman Dated: March 24, 1997 Director
By: /s/ Robert B. Zoellick -------------------------------- Robert B. Zoellick Dated: March 24, 1997 Director