ITEM 1. BUSINESS
THE PARTNERSHIP. Cable TV Fund 15-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 15 Limited Partnership Program (the "Program"), which was sponsored by Jones Intercable, Inc. (the "General Partner"). The Partnership was formed for the purpose of acquiring and operating cable television systems. The Partnership owns the cable television systems serving the areas in and around the communities of Barrington, Elgin, South Elgin, Hawthorn Woods, Kildeer, Lake Zurich, Indian Creek, Vernon Hills and certain unincorporated areas of Kane and Lake counties, all in the State of Illinois (the "Barrington System") and the cable television systems serving the areas in and around the municipalities of Flossmoor, La Grange, La Grange Park, Riverside, Indian Head Park, Hazel Crest, Thornton, Lansing, Matteson, Richton Park, Crete, University Park, Olympia Fields, Western Springs and certain areas of Cook and Will Counties, all in the State of Illinois (the "South Suburban System"). See Item 2.
ITEM 2. PROPERTIES
The cable television systems owned by the Partnership at December 31, 1994 are described below:
SYSTEM ACQUISITION DATE ------ ---------------- Barrington December 1989 South Suburban September 1990
The following sets forth (i) the monthly basic plus service rates charged to subscribers, (ii) the number of basic subscribers and pay units and (iii) the range of franchise expiration dates 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. While the charge for basic plus service may have increased in 1993 in some cases as a result of the FCC's rate regulations, overall revenues may have decreased due to the elimination of charges for additional outlets and certain equipment. 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, 1994, the Systems operated approximately 1,400 miles of cable plant, passing approximately 158,000 homes, representing an approximate 60% penetration rate. Figures for numbers of subscribers, miles of cable plant and homes passed are compiled from the General Partner's records and may be subject to adjustments.
Franchise expiration dates range from June 1995 to November 2006. Any franchises expiring in 1995 are in the renewal process.
Franchise expiration dates range from August 1996 to December 2004.
PROGRAMMING SERVICES
Programming services provided by the Systems include local affiliates of the national broadcast networks, local independent broadcast channels, the traditional satellite services (e.g., American Movie Classics, Arts & Entertainment, Black Entertainment Network, C-SPAN, The Discovery Channel, Lifetime, Entertainment Sports Network, Home Shopping Network, Mind Extension University, Music Television, Nickelodeon, Turner Network Television, The Nashville Network, Video Hits One, and superstations WOR, WGN and TBS. The Partnership's Systems also provide a selection, which varies by system, of premium channel programming (e.g., Cinemax, Encore, Home Box Office, Showtime and The Movie Channel).
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
None.
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 15, 1995, the approximate number of equity security holders in the Partnership was 12,418.
Item 6.
Item 6. Selected Financial Data
(a) Fund 15-A acquired the South Suburban System in September 1990.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
CABLE TV FUND 15-A
Results of Operations
1994 Compared to 1993-
Revenues of Cable TV Fund 15-A, Ltd. (the "Partnership") increased $946,619, or approximately 3 percent, from $30,139,742 in 1993 to $31,086,361 in 1994. Increases in advertising sales and basic subscribers primarily accounted for the increase in revenues. At December 31, 1993, the Partnership's systems had 66,575 basic subscribers compared to 74,041 basic subscribers at December 31, 1994, an increase of 11 percent. The increase in revenues would have been greater except for the decrease in basic rates due to basic rate regulations issued by the FCC in April 1993 with which the Partnership complied effective September 1993. No other individual factor contributed significantly to the increase in revenues.
Operating, general and administrative expense of the Partnership increased $1,689,311, or approximately 11 percent, from $15,842,152 in 1993 to $17,531,463 in 1994. Operating, general and administrative expense represented approximately 53 percent of revenue in 1993 compared to approximately 56 percent in 1994. Increases in programming fees and personnel related costs, due in part to the increase in the subscriber base, were primarily responsible for the increase. No other individual factor contributed significantly to the increase in expense. Management fees and allocated overhead from the General Partner increased $123,731, or approximately 3 percent, from $3,781,684 in 1993 to $3,905,415 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. The General Partner has experienced increases in expenses, including personnel costs and reregulation costs, a portion of which is allocated to the Partnership. Depreciation and amortization expense increased $488,702, or approximately 2 percent, from $21,921,234 in 1993 to $22,409,936 in 1994 due to capital additions during 1993.
Operating loss increased $1,355,125, or approximately 12 percent, from $11,405,328 in 1993 to $12,760,453 in 1994. The increase was due to the increases in operating, general and administrative expenses, management fees and allocated overhead from the General Partner and depreciation and amortization expense exceeding the increase in revenues. Operating income before depreciation and amortization decreased $866,423, or approximately 8 percent, from $10,515,906 in 1993 to $9,649,483 in 1994, due to the increases in operating, general and administrative expense and management fees and allocated overhead from the General Partner exceeding the increase in revenues. The decrease in
operating income before depreciation and amortization reflects the current operating environment of the cable television industry. The FCC rate regulations under the 1992 Cable Act have caused revenues to increase more slowly than otherwise would have been the case. In turn, this has caused certain expenses which are a function of revenue, such as franchise fees, copyright fees and management fees, to increase more slowly than in prior years. However, other operating costs such as programming fees, salaries and benefits and marketing costs as well as other costs incurred by the General Partner, which are allocated to the Partnership, continue to increase at historical rates. This situation has led to reductions in operating income before depreciation and amortization as a percent of revenue ("Operating Margin"). Such reductions in Operating Margins may continue in the near term as the Partnership and the General Partner incur cost increases due to, among other things, increases in programming fees, compliance costs associated with reregulation and competition, that exceed increases in revenue. The General Partner will attempt to mitigate a portion of these reductions through (a) new service offerings, (b) product re-marketing and re-packaging and (c) marketing efforts targeted at non-subscribers.
Interest expense increased $486,409, or approximately 11 percent, from $4,466,901 in 1993 to $4,953,310 in 1994, due to higher effective interest rates on interest bearing obligations. Net loss increased $1,820,997, or approximately 11 percent, from $16,147,302 in 1993 to $17,968,299 in 1994. Such losses were the result of the factors discussed above and are expected to continue in the future.
1993 Compared to 1992 -
Revenues of the Partnership increased $2,661,585, or approximately 10 percent, from $27,478,157 in 1992 to $30,139,742 in 1993. The addition of 2,472 basic subscribers in 1993 accounted for approximately 44 percent of the increase in revenues. At December 31, 1992, the Partnership's systems had 64,103 basic subscribers compared to 66,575 basic subscribers at December 31, 1993. Basic service rate adjustments implemented by the Partnership accounted for approximately 29 percent of the increase in revenues. The increase in revenues would have been greater except for the reduction in basic rates due to basic rate regulation issued by the FCC in April 1993 with which the Partnership complied effective September 1993. No other individual factor contributed significantly to the increase in revenues.
Operating, general and administrative expense of the Partnership increased $1,065,552, or approximately 7 percent, from $14,776,600 in 1992 to $15,842,152 in 1993. Operating, general and administrative expense represented approximately 54 percent of revenue in 1992 compared to approximately 53 percent in 1993. Increases in programming fees, due in part to the increase in the subscriber base, were primarily responsible for the increase. Advertising expense accounted for approximately 13 percent of the increase in operating, general and administrative expenses. No other individual factor contributed significantly to the increase. Management fees and allocated overhead from the General Partner increased $390,306, or approximately 12 percent, from $3,391,378 in 1992 to $3,781,684 in 1993. The increase was due to the increase in revenue, upon which such fees and allocations are based, and an increase in allocated expenses from the General Partner. Depreciation and amortization expense increased $950,623, or approximately 5 percent, from $20,970,611 in 1992 to $21,921,234 in 1993 due to significant capital additions during 1993.
Operating loss decreased $255,104, or approximately 2 percent, from $11,660,432 in 1992 to $11,405,328 in 1993. The decrease was due to the fact that revenue growth exceeded the increases in operating, general and administrative expense, management fees and allocated overhead from the General Partner and depreciation and amortization expense. Operating income before depreciation and amortization increased $1,205,727, or approximately 13 percent, from $9,310,179 in 1992 to $10,515,906 in 1993. The increase was due to the increase in revenues exceeding the increases in operating, general and administrative expense and management fees and allocated overhead from the General Partner.
Interest expense decreased $1,904,667, or approximately 30 percent, from $6,371,568 in 1992 to $4,466,901 in 1993. The decrease was due to the expiration of certain rate swap agreements and to lower effective interest rates on interest bearing obligations. Other expense increased $61,769 from $216,225 in 1992 to $277,994 in 1993 due primarily to the allocated depreciation from related entities that provide advertising sales, warehouse and converter repair services to the Partnership. Net loss decreased $2,096,775, or approximately 11 percent, from $18,244,077 in 1992 to $16,147,302 in 1993. Such losses were the result of the factors discussed above.
Financial Condition
Capital expenditures totalled approximately $6,188,500 during 1994. Approximately 34 percent of these expenditures related to service drops to subscribers' homes, and approximately 21 percent related to plant extensions in the
Barrington System and South Suburban System. Approximately 10 percent related to the rebuild of cable plant. The remainder of the capital expenditures was used for various system enhancements. Funding for these expenditures was provided from cash generated from operations and advances from the General Partner.
Anticipated capital expenditures for 1995 for the Partnership are approximately $4,802,000. Approximately 40 percent of the total expenditures will be used for construction of service drops to subscribers' homes. Approximately 20 percent of the total expenditures will be used for plant extensions in the Partnership's systems. Remaining expenditures will be used for various enhancements in the Partnership's systems. The actual level of capital expenditures will depend, in part, upon the Partnership's liquidity position. Funding for these expenditures is expected to come from cash generated from operations, borrowings under the Partnership's new revolving credit facility and, in its discretion, advances from the General Partner.
During September 1990, the Partnership entered into a revolving credit and term loan facility with commercial lending institutions that provided for a loan of up to $72,000,000. The revolving credit period expired December 31, 1993, at which time the then-outstanding principal balance of $70,500,000 converted to a term loan payable in 24 quarterly installments beginning March 31, 1994. The Partnership made installment payments on that loan in 1994 and then repaid the $68,385,000 balance of the loan on November 21, 1994, at which time the Partnership borrowed $70,000,000 under a new revolving credit facility. At December 31, 1994, $70,000,000 was outstanding under the new revolving credit facility. Under the terms of the new revolving credit facility, interest on the outstanding principal balance is at the Partnership's option of the base rate plus 1/2 percent or a fixed rate defined as the CD rate plus 1-5/8 percent or the London Interbank Offered Rate plus 1-1/2 percent. Under terms of the new revolving credit facility, the maximum amount available to the Partnership is $70,000,000 through March 31, 1995, at which time the maximum amount available will increase to $80,000,000. At December 31, 1996, the revolving credit facility converts to a term loan, at which time the then-outstanding principal balance will convert to a term loan payable in 24 consecutive quarterly installments beginning March 31, 1997. Prior to April 1, 1995, the Partnership will pay a commitment fee of 3/8 of one percent on any unused portion of the $70,000,000 commitment and 1/8 of one percent on the additional $10,000,000. After April 1, 1995, the Partnership will pay an additional commitment fee of 3/8 of one percent on any unused portion of the $80,000,000 commitment. A one-time loan facility fee of $500,000 was paid at closing of the new loan in November 1994. This amount will be amortized over the life of the loan.
The General Partner has advanced funds to the Partnership to fund capital expenditures and may make additional advances in the future; however, it has no obligation to do so. Advances outstanding at December 31, 1994 totalled $10,952,538. Interest on such advances is calculated at the General Partner's weighted average cost of borrowing. Such advances are expected to be repaid over time with borrowings under the new credit facility. Since the amount of borrowings available under the new credit facility is limited by certain leverage covenants, it is anticipated that these advances will be repaid over time as the Partnership increases cash flow.
The Partnership's capital may become a deficit in 1995, which is principally the result of depreciation and amortization charges being greater than equity invested. These deficits are expected to be recovered upon liquidation of the Partnership.
Regulation and Legislation
On October 5, 1992, Congress enacted the Cable Television Consumer Protection and Competition Act of 1992 (the "1992 Cable Act"), which became effective on December 4, 1992. The 1992 Cable Act generally allows for a greater degree of regulation of the cable television industry. In April 1993, the FCC adopted regulations governing rates for basic and non-basic services. These regulations became effective on September 1, 1993. Such regulations caused reductions in rates for certain regulated services. On February 22, 1994, the FCC adopted several additional rate orders including an order which revised its earlier-announced regulatory scheme with respect to rates.
The Partnership has filed cost-of-service showings for the Barrington System and the South Suburban System and thus anticipates no further reductions in rates in these systems. The cost-of-service showings have not yet received final approvals from franchising authorities, however, and there can be no assurance that the Partnership s cost-of-service showings will prevent further rate reductions in these systems until such final approvals are received. See Item 1 for further discussion of the provisions of the 1992 Cable Act and the FCC regulations promulgated thereunder.
Item 8.
Item 8. Financial Statements
CABLE TV FUND 15-A
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1994 AND 1993
INDEX
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners of Cable TV Fund 15-A:
We have audited the accompanying balance sheets of CABLE TV FUND 15-A (a Colorado limited partnership) as of December 31, 1994 and 1993, and the related statements of operations, partners' capital (deficit) and cash flows for each of the three years in the period ended December 31, 1994. 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 15-A as of December 31, 1994 and 1993, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1994, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Denver, Colorado, March 8, 1995.
CABLE TV FUND 15-A (A Limited Partnership)
BALANCE SHEETS
The accompanying notes to financial statements are an integral part of these balance sheets.
CABLE TV FUND 15-A (A Limited Partnership)
BALANCE SHEETS
The accompanying notes to financial statements are an integral part of these balance sheets.
CABLE TV FUND 15-A (A Limited Partnership)
STATEMENTS OF OPERATIONS
The accompanying notes to financial statements are an integral part of these statements.
CABLE TV FUND 15-A (A Limited Partnership)
STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
The accompanying notes to financial statements are an integral part of these statements.
CABLE TV FUND 15-A (A Limited Partnership)
STATEMENTS OF CASH FLOWS
The accompanying notes to financial statements are an integral part of these statements.
CABLE TV FUND 15-A (A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
(1) ORGANIZATION AND PARTNERS' INTERESTS
Formation and Business
Cable TV Fund 15-A, Ltd. (the "Partnership"), a Colorado limited partnership, was formed on February 9, 1989, under a public program sponsored by Jones Intercable, Inc. ("Intercable"). The Partnership was formed to acquire, construct, develop and operate cable television systems. Intercable, a publicly held Colorado corporation, 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 the general partner and, also, for affiliated entities.
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 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.
Partnership Acquisitions
The Partnership owns the cable television systems serving the communities of Barrington, Elgin, South Elgin, Hawthorn Woods, Kildeer, Lake Zurich, Indian Creek, Vernon Hills and certain unincorporated areas of Kane and Lake counties, all in the State of Illinois (the "Barrington System") and the cable television systems serving the communities of Flossmoor, LaGrange, LaGrange Park, Riverside, Indianhead Park, Hazel Crest, Thornton, Lansing, Matteson, Richton Park, University Park, Crete, Olympia Fields and Western Springs, all in the State of Illinois (the "South Suburban System").
The Partnership allocated the total contract purchase price of the cable television systems acquired as follows: first, to the fair value of net tangible assets acquired; second, to the value of subscriber lists; third, to franchise costs; and fourth, to costs in excess of interests in net assets purchased. System acquisition costs were allocated to intangible assets based upon the relative value of these assets at acquisition.
(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.
Property, Plant and Equipmen
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.
Intangible Assets
Costs assigned to franchises and subscriber lists 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.
(3) TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES
Management Fees, Distribution Ratios and Reimbursement
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, 1994, 1993 and 1992 were $1,554,318, $1,506,987 and $1,373,908, respectively.
Any Partnership distributions made from cash flows (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 the amount initially contributed to the Partnership capital by the limited partners and Intercable; second, to the limited partners which, together with all prior distributions, will equal a 6% per annum cumulative and noncompounded return on the capital contributions of 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 include salaries and benefits paid for corporate personnel, rent, data processing services and other corporate facilities costs. Such personnel provide engineering, marketing, administrative, accounting, legal and investor relations services to the Partnership. Allocations of personnel costs are based primarily on actual time spent by employees of Intercable with respect to each partnership managed. Remaining overhead costs are allocated based on revenues and/or the cost of assets managed for the partnership. Effective December 1, 1993, the allocation method was changed to be based only on revenue, which Intercable believes provides a more accurate method of allocation. Systems owned by Intercable and all other systems owned by partnerships for which Jones Intercable, Inc. is 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. Overhead and administrative expenses allocated to the Partnership by Intercable for the years ended December 31, 1994, 1993 and 1992 were $2,351,097, $2,274,697 and $2,017,470, respectively.
The Partnership was charged interest during 1994 at an average interest rate of 10 percent on the amounts due Intercable, which approximated Intercable's weighted average cost of borrowing. Total interest charged the Partnership by Intercable for the years ended December 31, 1994, 1993 and 1992 was $898,722, $897,332 and $610,876, respectively.
Payments to/from Affiliates for Programming Services
The Partnership receives programming from Product Information Network, Superaudio, The Mind Extension University and Jones Computer Network, affiliates of Intercable. Payments to Superaudio totalled $11,268, $11,013 and $22,855 in 1994, 1993 and 1992, respectively. Payments to The Mind Extension University totalled $38,866, $24,193 and $10,434 in 1994, 1993 and 1992, respectively. Payments to Jones Computer Network, which initiated service in 1994, totalled $13,084 in 1994. The Partnership receives a commission from Product Information Network based on a percentage of advertising revenue and number of subscribers. Product Information Network, which initiated service in 1994, paid commissions to the Partnership totalling $1,472 in 1994.
(4) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment as of December 31, 1994 and 1993, consisted of the following:
(5) DEBT
During September 1990, the Partnership entered into a revolving credit and term loan facility with commercial lending institutions that provided for a loan of up to $72,000,000. The revolving credit period expired December 31, 1993, at which time the then-outstanding principal balance of $70,500,000 converted to a term loan payable in 24 quarterly installments beginning March 31, 1994. The Partnership made installment payments on that loan in 1994 and then repaid the $68,385,000 balance of the loan on November 21, 1994, at which time the Partnership borrowed $70,000,000 under a new revolving credit facility. At December 31, 1994, $70,000,000 was outstanding under the new revolving credit facility. Under the terms of the new revolving credit facility, interest on the outstanding principal balance is at the Partnership's option of the base rate plus 1/2 percent or a fixed rate defined as the CD rate plus 1-5/8 percent or the London Interbank Offered Rate plus 1-1/2 percent. Under terms of the new revolving credit facility, the maximum amount available to the Partnership is $70,000,000 through March 31, 1995, at which time the maximum amount available will increase to $80,000,000. At December 31, 1996, the revolving credit facility converts to a term loan, at which time the then-outstanding principal balance will convert to a term loan payable in 24 consecutive quarterly installments beginning March 31, 1997. Prior to April 1, 1995, the Partnership will pay a commitment fee of 3/8 of one percent on any unused portion of the $70,000,000 commitment and 1/8 of one percent on the additional $10,000,000. After April 1, 1995, the Partnership will pay an additional commitment fee of 3/8 of one percent on any unused portion of the $80,000,000 commitment. A one-time loan facility fee of $500,000 was paid at closing of the new loan in November 1994. This amount will be amortized over the life of the loan.
Installments due on debt principal for each of the five years in the period ending December 31, 1999 and thereafter, respectively, are: $86,308, $86,308, $5,336,308, $7,028,769, $8,750,000 and $49,000,000. At December 31, 1994, substantially all of the Partnership's property, plant and equipment secured the above indebtedness.
(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 Intercable.
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 income (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 income (loss) and the net income (loss) reported in the statements of operations.
(7) COMMITMENTS AND CONTINGENCIES
On October 5, 1992, Congress enacted the Cable Television Consumer Protection and Competition Act of 1992 (the "1992 Cable Act"), which became effective on December 4, 1992. The 1992 Cable Act generally allows for a greater
degree of regulation of the cable television industry. In April 1993, the Federal Communications Commission (the "FCC") adopted regulations governing rates for basic and non-basic services. These regulations became effective on September 1, 1993. Such regulations caused reductions in rates for certain regulated services. On February 22, 1994, the FCC adopted several additional rate orders including an order which revised its earlier-announced regulatory scheme with respect to rates. The Partnership has filed cost-of-service showings for the Barrington System and the South Suburban System and thus anticipates no further reductions in rates in these systems. The cost-of-service showings have not yet received final approvals from franchising authorities, however, and there can be no assurance that the Partnership's cost-of-service showings will prevent further rate reductions in these systems until such final approvals are received.
Office and other facilities are rented under various long-term lease arrangements. Rent paid under such lease arrangements totalled $125,648, $130,712 and $122,468, respectively, for the years ended December 31, 1994, 1993 and 1992. Minimum commitments under operating leases for each of the five years in the period ending December 31, 1999 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.
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 was elected a member of the Executive Committee of the Board of Directors in April 1985. 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 past and present member of the Board of Directors of the National Cable Television Association, and is a former member of its Executive Committee. Mr. Jones is a past director and member of the Executive Committee of C-Span. 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 Chairman's Award from the Investment Partnership Association, which is an association of sponsors of public syndications; the cable television industry's Public Affairs Association President's Award in 1990, the Donald G. McGannon award for the advancement of minorities and women in cable; 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; and the Women in Cable Accolade in 1990 in recognition of support of this organization. Mr. Jones is also a founding member of the James Madison Council of the Library of Congress and is on the Board of Governors of the American Society of Training and Development.
Mr. Derek H. Burney was appointed a Director of the General Partner in December 1994 and Vice Chairman of the Board of Directors in January 1995. He is also a member of the Executive Committee of the Board of Directors. 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 chairman of Bell Cablemedia plc. He is a director of Mercury Communications Limited, Videotron Holdings plc, Tele-Direct (Publications) Inc., Teleglobe Inc., Bimcor Inc., Maritime Telegraph and Telephone Company, Limited, Moore Corporation Limited and Northbridge Programming Inc.
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 also President and a Director of Jones Cable Group, Ltd., Jones Global Funds, Inc. and Jones Global Management, Inc., all affiliates of 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 a director of the Cable Television Administration and Marketing Association and as a director of the Walter Kaitz Foundation, a foundation that places people of any ethnic minority group 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. Timothy J. Burke joined the General Partner in August 1982 as corporate tax manager, was elected Vice President/Taxation in November 1986 and Group Vice President/Taxation/Administration in October 1990.
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 and named Controller in August 1994.
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 a Group Vice President of the General Partner. Prior to May 1994, he also served as Group Vice President of Jones Futurex, Inc., an affiliate of the General Partner engaged in manufacturing and marketing data encryption devices, Jones Interactive, Inc., a subsidiary of Jones International, Ltd. providing computer data and billing processing facilities and Jones Lightwave, Ltd., a company owned by Jones International, Ltd. and Mr. Jones, which is engaged in the provision of telecommunications services. Mr. Krejci has been a Director of the General Partner since August 1987.
Ms. Christine Jones Marocco was appointed a Director of the General Partner in December 1994. She is the daughter of Glenn R. Jones. Ms. Marocco is also a director of Jones International, Ltd.
Mr. Daniel E. Somers was appointed a Director of the General Partner in December 1994 and also serves on the General Partner's Audit Committee. From January 1992 to January 1995, Mr. Somers worked as Senior Vice President and Chief Financial Officer of Bell Canada International Inc. and was appointed Executive Vice President and Chief Financial Officer on February 1, 1995. He is also a Director of certain of its affiliates. Prior to joining Bell Canada International Inc. and since January 1989, Mr. Somers was the President and Chief Executive Officer of Radio Atlantic Holdings Limited. Mr. Somers is a member of the North American Society of Corporate Planning, the Financial Executives Institution and the Financial Analysts Federation.
Mr. Robert S. Zinn was appointed a Director of the General Partner in December 1994. Mr. Zinn joined the General Partner in January 1991 and is a member of its Legal Department. He is also Vice President/Legal Affairs of Jones International, Ltd. Prior to joining the General Partner, Mr. Zinn was in private law practice in Denver, Colorado for over 25 years.
Mr. David K. Zonker was appointed a Director of the General Partner in December 1994. Mr. Zonker has been the President of Jones International Securities, Ltd., a subsidiary of Jones International, Ltd. since January 1984 and he has been its Chief Executive Officer since January 1988. From October 1980 until joining Jones International Securities, Ltd. in January 1984, Mr. Zonker was employed by the General Partner. Mr. Zonker is a member of the Board of Directors of various affiliates of the General Partner, including Jones International Securities, Ltd. Mr. Zonker is licensed by the National Association of Securities Dealers, Inc. and he is a past chairman of the Investment Program Association, a trade organization based in Washington, D.C. that promotes direct investments. He is a member of the Board of Trustees of Graceland College, Lamoni, Iowa; the International Association of Financial Planners and the American and Colorado Institutes of Certified Public Accountants.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The Partnership has no employees; however, various personnel are required to operate the cable television systems owned by the Partnership. Such personnel are employed by the General Partner and, pursuant to the terms of the limited partnership agreement of the Partnership, the cost of such employment is charged by the General Partner to the Partnership as a direct reimbursement item. See Item 13.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGERS
No person or entity owns 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 as contemplated by the limited partnership agreement of the Partnership. The General Partner believes that the terms of such transactions are generally as favorable as could be obtained by the Partnership 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 from unaffiliated parties.
The General Partner charges the Partnership a management fee, and the Partnership reimburses the General Partner for certain allocated overhead and administrative expenses in accordance with the terms of the limited partnership agreement of the Partnership. These expenses consist primarily of salaries and benefits paid to corporate personnel, rent, data processing services and other facilities costs. Such personnel provide engineering, marketing, administrative, accounting, legal and investor relations services to the Partnership. Allocations of personnel costs are based primarily on actual time spent by employees of the General Partner with respect to the partnership managed. Remaining overhead costs are allocated based on revenues and/or the costs of assets managed for the Partnership. 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 from the Partnership. The interest rate charged the Partnership approximates the General Partner's weighted average cost of borrowing.
The Systems receive stereo audio programming from Superaudio, a joint venture owned 50% by an affiliate of the General Partner and 50% by an unaffiliated party, educational video programming from Mind Extension University, Inc., an affiliate of the General Partner, and computer video programming from Jones Computer Network, Ltd., an affiliate of the General Partner, for fees based upon the number of subscribers receiving the programming.
Product Information Network ("PIN"), an affiliate of the General Partner, provides advertising time for third parties on the Systems. In consideration, the revenues generated from the third parties are shared two-thirds and one-third between PIN and the Partnership. During the year ended December 31, 1994, the Partnership received revenues from PIN of $1,472.
The charges to the Partnership for related party transactions are as follows for the periods indicated:
PART IV.
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(1) Incorporated by reference from Registrant's Report on Form 10-K for the fiscal year ended December 31, 1989.
(2) Incorporated by reference from Registrant's Report on Form 10-K for the fiscal year ended December 31, 1992.
(3) Incorporated by reference from the Annual Report on Form 10-K of Jones Intercable, Inc. (Commission File No. 1-9953) for fiscal year ended 5/31/90.
(4) Incorporated by reference from Registrant's Report on Form 10-K for the fiscal year ended December 31, 1990.
(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 15-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 23, 1995 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.
INDEX TO EXHIBITS
----------
(1) Incorporated by reference from Registrant's Report on Form 10-K for the fiscal year ended December 31, 1989.
(2) Incorporated by reference from Registrant's Report on Form 10-K for the fiscal year ended December 31, 1992.
(3) Incorporated by reference from the Annual Report on Form 10-K of Jones Intercable, Inc. (Commission File No. 1-9953) for fiscal year ended 5/31/90.
(4) Incorporated by reference from Registrant's Report on Form 10-K for the fiscal year ended December 31, 1990.