Exhibit 10.11
NEW MANAGEMENT AGREEMENT
MANAGEMENT AGREEMENT (the "Agreement") dated December 18, 1996, between
▇▇▇▇▇ Cable Communications, Inc. ("Owner") and ▇▇▇▇▇ Cable Management Company,
Inc. (the "Manager").
W I T N E S S E T H:
WHEREAS, Owner filed a Voluntary Petition for Relief under Chapter 11 of
the Bankruptcy Code on February 14, 1996 with the Clerk of the United States
Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"); and
WHEREAS, Owner is the proponent of the Debtors' Second Amended Joint Plan
of Reorganization, dated October 31, 1996 (the "Plan") which was filed with the
Bankruptcy Court on November 1, 1996; and
WHEREAS, the Plan provides, inter alia, that Owner and the Manager will
enter into a New Management Agreement with respect to the operation of the
Owner's CATV systems (the "Systems"); and
WHEREAS, this Agreement is the New Management Agreement referred to in the
Plan; and
WHEREAS, capitalized terms which are not defined in this Agreement but
which are defined in the Plan are used herein as defined in the Plan;
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Definitions. As used in this Agreement, the following terms shall have
the following meanings:
"Additional Management Fee"--As defined in Paragraph 5(a) hereof.
"CATV Franchise"--An authorization, or renewal thereof, whether in the
form of a franchise, permit, license, resolution, contract, certificate,
agreement or otherwise issued by a local governmental authority authorizing the
construction and/or operation of a CATV System in the community under the
jurisdiction of such local governmental authority.
"CATV System"--A system of transmitting television and other
communications and electrical signals which ultimately reach Subscribers through
cable or electronic media.
"Class C Directors"--The directors elected by the holders of the New Class
C Common Stock.
"Event of Default"--As defined in Paragraph 6 hereof.
"Gross Revenues"--All revenues (computed in accordance with generally
accepted accounting principles), whether recurring or non-recurring, derived
from the ownership and operation of the Systems, including without limitation,
installation fees, service charges, pay television, advertising and leased
channel revenue, but excluding proceeds from any sale of the Systems' assets
(other than sales in the ordinary course of business to customers of the
Systems), insurance claims (other than proceeds from claims resulting from
business interruption insurance), condemnation awards and proceeds from
refinancings of indebtedness related to the Systems.
"Management Fee"--As defined in Paragraph 5(a) hereof.
"Monthly Financial Report"-- A report setting forth the Operating Cash
Flow for the period from the beginning of the then current calendar year to the
end of such calendar month comparing such results with the budgeted operating
cash flow for the comparable period, which report shall contain a certification
on behalf of the Manager by the Chief Financial Officer or Chief Operating
Officer of the Manager stating that such report fairly presents, consistently
from month to month, the information set forth from the books and records of
Owner.
"Monthly Management Fee Statement"-- A report, substantially in the Form
of Exhibit "1" annexed hereto, setting forth the Gross Revenues for the
preceding calendar month, the Management Fee due thereon and the Additional
Management Fee, which report shall contain a certification on behalf of the
manager by the Chief Financial Officer or Chief Operating Officer of the Manager
stating that such report fairly presents, consistently from month to month, the
information set forth therein from the books and records of Owner.
"Old Management Agreement"--The Management Agreement entered into as of
the 20th day of January, 1988, originally between ▇▇▇▇▇▇▇ Cable TV Management,
Inc., ▇▇▇▇▇ Cable Communications, Inc., ▇▇▇▇▇▇▇▇ Cable TV, Inc., Cable TV of La
Salle, Inc., Cable TV of ▇▇▇▇▇▇▇, Inc., Cable TV of New Mexico, Inc., Cable TV
of Central Louisiana, Inc., Cable TV of North Dakota, Inc., Cable TV of
Oklahoma, Inc., Cable TV of Winnsboro, Inc., ▇▇▇▇▇▇ Cablevision, Inc., Stratford
Cablevision, Inc., Quanah Cablevision, Inc., Chadron Cablevision, Inc., Hugoton
Cablevision, Inc., ▇▇▇▇▇▇ Cablevision, Inc., Cable TV of Virginia, Inc., Cable
TV of Lake Tahoe, Inc., Cable TV of ▇▇▇▇▇▇▇, Inc., Cable TV of Alta Loma, Inc.,
Cable TV of King City/Greenfield, Inc., Cable Pay Services, Inc., Canadian
Cablevision, Inc., ▇▇▇▇▇ & Associates, Inc., More Group-South, Inc., Cable TV
Properties, Inc., ▇▇▇▇▇▇▇▇▇▇ County CATV, Inc., Television Access, Inc., Cable
TV of ▇▇▇▇▇▇-Sulligent, Inc., Bexar County
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Cablevision, Inc., Bexar County Cable, Inc., Coastal Plains Cablevision, Inc.
and ▇▇▇▇▇▇▇ Communications - U.S., Inc., ▇▇▇▇▇▇▇ Communications of Texas, Inc.,
▇▇▇▇▇▇▇ Communications - Central, Inc., ▇▇▇▇▇▇▇ Communications - East, Inc.,
▇▇▇▇▇▇▇ Communications - West, Inc., ▇▇▇▇▇▇▇ Communications - South, Inc., as
such agreement has been amended, pursuant to which the Manager presently manages
the Systems.
"Operating Cash Flow"--As defined in the Post Confirmation Credit Facility
plus management fees deducted in computing net income for the period.
"Projected Operating Cash Flow"-- $16,056,926, $17,367,131 and $18,821,897
for the respective 1997, 1998 and 1999 calendar year which amounts shall be
adjusted to reflect the sale of any System, which adjustment shall be approved
by the Class C Directors, which approval shall not be unreasonably withheld.
"Subscriber"--As defined in the Post Confirmation Credit Facility.
"Systems"--As defined in the introductory clauses hereof.
"Termination Date"--As defined in Paragraph 7 hereof.
"Termination Notice"--As defined in Paragraph 7 hereof.
"Trust Account"--An interest-bearing account held by ▇▇▇▇ Marks & ▇▇▇▇▇
LLP.
2. Retention of Manager. The Owner hereby retains the Manager, and the
Manager hereby agrees to serve, on the terms and conditions hereinafter set
forth, as the manager, supervisor and operator of all of the Systems owned by
the Owner.
3. Duties of Manager. The Manager shall make all decisions and supervise
all actions with respect to the operation and management of the Systems,
provided, however, that nothing contained herein shall authorize the Manager to
make any decision or take any action with respect to the Systems if such
decision or action is an Extraordinary Decision or if such action requires the
consent of the Class C Directors.
4. Reimbursement of Expenses of System.
(a) The actions taken by the Manager pursuant to the provisions of
Paragraph 2 hereof shall be taken as agent of the Owner and all obligations or
expenses incurred hereunder shall be for the account of and at the expense of
the Owner. Without in any way limiting the generality of the foregoing, the
personnel hired on behalf of the Owner pursuant to Paragraph 3 hereof, shall be
employees of the Owner, and not the Manager, and the compensation for the
services of such employees shall be considered an operating expense of the
Owner.
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(b) All payments to be made by the Manager hereunder shall be made
from such funds as are available in the operating account of the Owner, or as
may be provided by the Owner, and the Manager shall not be obligated to make any
advance to or for the account of the Owner, except from funds held or provided
as aforesaid.
(c) The Owner shall reimburse the Manager for all out-of-pocket
expenses arising out of the performance of its duties hereunder, provided,
however, that the Manager shall not be reimbursed for such expenses to the
extent they exceed $300,000 per year, unless such additional expense
reimbursement has been approved by the Owner and the Class C Directors.
Reimbursement of out-of-pocket expenses shall be made within ten (10) days of
receipt by the Owner of an invoice accompanied by documentation evidencing such
expense by the Manager. It is agreed that the provisions of this Paragraph 4(c)
shall not be applicable to reimbursement of those out of pocket expenses
specifically permitted by Paragraph 10 hereof.
5. Compensation of Manager.
(a) As compensation for its services hereunder, the Owner shall pay
the Manager (i) with respect to the year ended December 31, 1996, the management
fee provided in the Old Management Agreement when, and in the manner provided
therein, and (ii) with respect to the period from and after January 1, 1997 a
fee (the "Management Fee") equal to four and one-quarter (4 1/4%) percent of the
Gross Revenues. In addition to the Management Fee with respect to the period
from and after January 1, 1997, the Manager may be entitled to receive, subject
to the conditions set forth below, an additional fee equal to one-quarter of one
percent (1/4%) of Gross Revenues (the "Additional Management Fee").
(b) The Management Fee shall be paid on a monthly basis within ten
(10) days after receipt by the Owner of a Monthly Management Fee Statement.
Concurrently with the payment of the Management Fee, the Additional Management
Fee shall be deposited into the Trust Account.
(c) If at the end of each calendar year, the Operating Cash Flow for
that calendar year equals or exceeds ninety (90%) percent of Projected Operating
Cash Flow for that calendar year, the Additional Management Fee for that
calendar year held in the Trust Account, plus any interest earned thereon, shall
be paid to the Manager within thirty (30) days after the Owner's receipt of the
Monthly Management Fee Statement and the Monthly Financial Report for the month
of December.
(d) If at the end of each calendar year, the Operating Cash Flow for
that calendar year is less than ninety (90%) percent of Projected Operating Cash
Flow for that calendar year, but is equal to or greater than eighty (80%)
percent of Projected Operating Cash Flow for that calendar year, the Additional
Management Fee for that calendar year, plus any interest earned thereon, shall
remain in the Trust Account.
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(e) If at the end of each calendar year, the Operating Cash Flow for
that calendar year is less than eighty (80%) percent of Projected Operating Cash
Flow, the Additional Management Fee for that calendar year held in the Trust
Account, plus any interest earned thereon, shall be paid to the Owner within
thirty (30) days after the Owner's receipt of the Monthly Management Fee
Statement and Monthly Financial Report for the month of December.
(f) Sixty (60) days after the termination of this Agreement, any
money held in the Trust Account shall be paid to the Owner, unless the New
Restructured Second Secured PIK Notes have been paid in full, in which case any
money held in the Trust Account shall be paid to the Manager.
6. Events of Default. The occurrence of any of the following events shall
constitute an Event of Default under this Agreement:
(a) The acceleration of the indebtedness of the Owner under the Post
Confirmation Credit Facility;
(b) The breach of any of the negative covenants set forth in
Paragraph 10 hereof;
(c) If Owner (i) loses, fails to keep in force, suffers the
termination or revocation of, terminates, or forfeits any CATV Franchise or (ii)
suffers, as a result of conduct of the Owner, a materially adverse amendment to
or suspension of material rights under any CATV Franchise, but only if (x) all
such terminated, revoked, forfeited, amended or suspended CATV Franchises
account in the aggregate for at least 3% of the total number of Subscribers of
the Systems or (y) more than five (5) CATV Franchises are so terminated,
revoked, or forfeited at any time after the date hereof;
(d) If the Operating Cash Flow for any calendar year is less than
seventy-seven and one-half (77 1/2%) percent of Projected Operating Cash Flow
for that year;
(e) The gross negligence or willful misconduct of the Manager, if
such gross negligence or willful misconduct has or could have a material adverse
effect on the Owner or the business or operation of the Systems; or
(f) If ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ceases to be the President and Chief
Executive Officer of the Manager or ceases to be in charge of the day-to-day
operations of the Manager provided, however, that if ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ceases
to be the President and Chief Executive Officer of the Manager or ceases to be
in charge of the day-to-day operations of the Manager because of ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇'▇ death or disability, it shall not be an Event of Default if a
replacement reasonably satisfactory to the Class C Directors is designated
within sixty (60) days of the date of the event which would otherwise cause the
Event of Default under this Paragraph 6(f).
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7. Effect of Event of Default
Upon the occurrence of an Event of Default, this Agreement may be
terminated by the Owner by giving written notice (the "Termination Notice") to
the Manager no less than fifteen (15) days prior to the date of termination of
this Agreement. Any Termination Notice shall specify in reasonable detail the
facts surrounding the occurrence of the Event of Default and shall specify the
date on which this Agreement shall terminate (the "Termination Date"). At any
time prior to the Termination Date, the Owner may rescind the Notice of
Termination or postpone the Termination Date by written notice to the Manager.
8. Term of Agreement.
(a) This Agreement shall commence on the date hereof, simultaneously
with the termination of the Old Management Agreement and shall terminate on
December 31, 1999 (unless terminated earlier in accordance with the provisions
hereof) and shall automatically terminate upon the sale of all of the Systems.
(b) Upon termination of this Agreement the Owner shall have no
further obligation or liability to the Manager other than the Owner's liability
for any unpaid expenses of the Manager described in Paragraph 4 hereof and/or
any compensation due or owing under Paragraph 5 hereof through the date of
termination.
(c) In order to insure an orderly transition, the Manager shall
cooperate with any successor manager of the Systems chosen by the Owner. Without
in way limiting the generality of the foregoing, the Manager shall deliver all
of the Owner's property in its possession, custody or control to the successor
manager and shall provide the successor manager with copies of any of the
Manager's records relating to the Systems which the successor manager may
reasonably request.
9. Deposit of Class A Common Stock. If this Agreement is terminated as a
result of an Event of Default, or if a Transaction Event does not occur prior to
January 1, 2000, the Manager shall deposit, for no additional consideration, its
Class A Common Stock with the Depositary established by the Deposit Agreement
entered into as of December 18, 1996 between and among Owner, Fleet National
Bank and the holders of Depositary Receipts, and all of the Manager's ownership
interest in the Owner shall terminate.
10. Negative Covenants. The Manager covenants and agrees that neither it,
nor any of its affiliates (i) shall manage or own a CATV System or similar
system in any of the service areas covered by any of the Systems which would
compete with any such System for subscribers; (ii) will cause any of the
employees, officers or directors of the Manager or any of its affiliates to be
hired as employees of the Owner except that employees, officers and directors of
the Manager may be hired to fill vacant positions at the Systems if such
individual resigns as an employee, officer and/or director of the Manager and is
compensated at a rate appropriate for that position; or (iii) will seek to have
the salary or other compensation of any of the
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employees, officers or directors of the Manager or any of its affiliates
reimbursed as an out-of-pocket expense of the Manager, except for the salaries
and directly related fringe benefits of employees of Manager or any of its
affiliates performing the following services:
(i) preparation and review of, and assistance with governmental
audits of, Owner tax related filings, including, but not limited to: (a) sales
and use tax returns; (b) federal and state income tax returns; (c) property tax
returns; (d) state franchise tax returns; and (e) annual state registration
filings;
(ii) legal services for the benefit of Owner including, but not
limited to: (a) preparation and review of legal documents; (b) oversight of
activities of legal firms representing Owner; and (c) provision of legal advice;
(iii) provision of data processing services to Owner including, but
not limited to: (a) operation and maintenance of computerized general ledger,
accounts payable, and financial reporting system; and (b) maintenance of network
operating system and computers thereon.
11. Transactions between Owner and Manager. Notwithstanding anything to
the contrary contained herein, in addition to the management services required
to be provided pursuant to the terms hereof, the Manager shall have the right to
sell and/or provide goods and services to the Owner provided that (i) the terms
thereof are no less favorable to the Owner than could be obtained from
non-related persons dealing on an arm's-length basis and (ii) the costs of such
goods and services are provided at the Manager's cost.
12. Actions of Owner Limited. The Manager hereby acknowledges that it is
aware that certain actions of the Owner with respect to this Agreement,
including, without limitation, the Owner's decisions with respect to what action
should be taken upon the occurrence of an Event of Default are subject to the
Special Provisions.
13. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto and shall not be modified, waived or amended or
voluntarily terminated except by a written instrument signed by the Manager and
the Owner, provided the Owner's Class C Directors consent to the execution by
the Owner of such written instrument.
14. Notices. All notices, requests, or other communications hereunder
shall be in writing and shall be deemed to have been duly given when received by
hand, facsimile (followed by a copy sent first class postage prepaid) or
certified or registered mail, return receipt requested, with first class postage
prepaid to the parties, as their names and addresses appear below, or to such
other address of which written notice shall have been given provided that any
routine communication or routine report from the Manager to the Owner as well as
copies thereof to parties identified below may be sent by first class postage
prepaid mail:
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To the Owner:
Four ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
with copies to:
Both of the Class C Directors at the address indicated in the
records of Owner
To the Manager:
Four ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
with a copy to:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
▇▇▇▇ Marks & ▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
15. Binding Effect. This Agreement shall inure to the benefit of and be
binding upon the respective representatives, successors and assigns of the
parties hereto, provided, however, that the Manager shall not assign or transfer
any of its obligations or rights under this Agreement.
16. Indemnity. The Owner hereby agrees to indemnify the Manager from any
and all loss, liability, cost and expense incurred by the Manager in connection
with or arising from the performance by it of its obligations hereunder except
to the extent that such loss, liability, cost or expense results from the gross
negligence or willful misconduct of the Manager.
17. Counterparts. This Agreement may be executed by the parties hereto in
one or more counterparts each of which shall be deemed an original and all of
which, taken together, shall be deemed to constitute one and the same
instrument.
18. Construction. The paragraph headings used in this Agreement are for
convenience only and shall not be deemed to constitute a part hereof. Use of a
singular or plural term shall be deemed to include the plural or singular if the
context requires. Any term defined in the Bankruptcy Code, which are not
otherwise defined herein or in the Plan, is used herein as
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defined in the Bankruptcy Code. This Agreement shall be governed by, and
construed and interpreted in accordance with, the laws of the State of New York.
19. Notices to Owner. Manager agrees to send to Owner copies of all
reports sent to FINOVA and all non-routine notices received from FINOVA. Manager
also agrees to send to Owner (i) the Monthly Financial Report within forty-five
(45) days after the end of each calendar month, and (ii) such periodic
operating, financial and other reports as it may require, which reports shall be
initially in the form of Exhibit "2" annexed hereto and shall contain a
certification on behalf of the Manager by the Chief Financial Officer or Chief
Operating Officer of the Manager stating that such report fairly presents,
consistently from month to month, the information set forth from the books and
records of Owner.
20. Termination of Old Management Agreement. The Old Management Agreement
is hereby terminated, at no cost to the Owner, simultaneously with the
commencement of this Agreement.
21. Consent to Jurisdiction. The parties hereto irrevocably consent that
any legal action or proceeding arising out of or in any manner relating to this
Agreement, may be brought in the Supreme Court of the State of New York, County
of New York or in the United States District Court for the Southern District of
New York. By the execution and delivery of this Agreement, the parties hereto
expressly and irrevocably consent and submit to the personal jurisdiction of any
of such courts in any such action or proceeding and further irrevocably consent
to the service of any complaint, summons, notice or other process relating to
any such action or proceeding by delivery thereof to it by hand or by mail in
the manner provided for in Paragraph 14 hereof. The parties hereto hereby
expressly and irrevocably waive any claim or defense in any such action or
proceeding based on any alleged lack of personal jurisdiction, improper venue or
forum non conveniens or any similar basis.
22. Waiver of Trial by Jury. The parties hereto waive trial by jury in any
litigation in any court with respect to, in connection with, or arising out of
this Agreement.
IN WITNESS WHEREOF, the parties have executed this agreement as of the day
and year first above written.
▇▇▇▇▇ CABLE COMMUNICATIONS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ CABLE MANAGEMENT COMPANY, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
9
EXHIBIT "1"
FORM OF MONTHLY MANAGEMENT FEE STATEMENT
This statement covers the month of ___________________
Actual Budgeted
Gross Gross
Revenues Revenues
--------- --------
Radford
Bellefontaine Group
▇▇▇▇▇▇▇▇▇▇ Group
Alamogordo Group
▇▇▇▇▇▇▇▇▇
Marksville Group
Chadron Group
▇▇▇▇▇▇
Tahoe (▇▇▇▇▇)
Unallocated (if any)
--------- --------
Company Total
========= --------
Fee Breakdown:
Management Fee - 4.25%
(to be paid to Manager)
Additional Management Fee - 0.25%
(to be paid into Trust
Account)
---------
Total Fees
=========
I, [Name of Certifying Officer], the [Chief Financial Officer/Chief Operating
Officer] of ▇▇▇▇▇ Cable Management Company, Inc., do hereby certify that the
information set forth in this Monthly Management Fee Statement fairly presents,
consistently from month to month, the information set forth in the books and
records of ▇▇▇▇▇ Cable Communications, Inc.
▇▇▇▇▇ CABLE MANAGEMENT COMPANY, INC.
By_________________________________
[Name of Certifying Officer]
▇▇▇▇▇ CABLE COMMUNICATIONS
Income Statement (YTD to Budgets)
For the Period Ending __________
------------Current Period------------ ----------------- YTD -----------------
Annual
Actual Budget Variance Actual Budget Variance Budget
------ ------ -------- ------ ------ -------- ------
------ ------ -------- ------ ------ -------- ------
Total Expenses
Income from Operation
Other Income
Interest Income
Dividend Income
Management Fees
Refinancing/Bankruptcy Costs
Gain/Loss on Disposal of Assets
------ ------ -------- ------ ------ -------- ------
Other Income
Other Expenses
Deferred Interest Expense
Interest Expense
------ ------ -------- ------ ------ -------- ------
Other Expenses
Depreciation and Amortization
Depreciation
Amortization
------ ------ -------- ------ ------ -------- ------
Depreciation and Amortization
Tax Expense
Federal Income Tax
State Income Tax
------ ------ -------- ------ ------ -------- ------
Tax Expense
------ ------ -------- ------ ------ -------- ------
Net Income (Loss)
I, [Name of Certifying Officer], the [Chief Financial Officer/Chief Operating
Officer] of ▇▇▇▇▇ Cable Management Company, Inc., do hereby certify that the
information set forth in this Monthly Management Fee Statement fairly presents,
consistently from month to month, the information set forth in the books and
records of ▇▇▇▇▇ Cable Communications, Inc.
▇▇▇▇▇ CABLE MANAGEMENT COMPANY, INC.
By_________________________________
[Name of Certifying Officer]
EXHIBIT 2
▇▇▇▇▇ CABLE COMMUNICATIONS
Income Statement (YTD Budgets)
For the Period Ending _________
----------Current Period-------- -----------YTD--------------
Annual
Actual Budget Variance Actual Budget Variance Budget
------ ------ -------- ------ ------ -------- ---------
Direct Operating Expense
Technical Salaries
Incentive Compensation
Capitalized Labor
Overtime Premium
Contract Labor
Employee Training
Uniforms
Plant Maintenance
Converter Recovery
Converter Repair
Vehicle Expense - Gas
Vehicle Expense - Leases
Vehicle Expense - Repairs
Vehicle Insurance
Travel and Hotel
Utilities
Microwave Charges
Pay TV Guides
General Insurance
Basic & Tier Program Costs
A La Carte Tier Costs
Pay Per View Expense
Premium Program Cost - HBO
Premium Program Cost - Showtime
Premium Program Cost - TMC
Premium Program Cost - Max
Premium Program Cost - Disney
Premium DMX
Premium Regional Sports
Premium Program Cost - Encore
Premium Program Cost - Sega
Premium Program Cost - DC Radio
Warehouse and Shop Rent
Equipment Rent
Pole Rent
Tower Site Easement Rent
Copyright Fees
Franchise Tax
Ad Valorem Tax
Other Taxes and Licenses
Capitalized Overhead
Miscellaneous Expense
------ ------ -------- ------ ------ -------- ---------
Direct Operating Expense
▇▇▇▇▇ CABLE COMMUNICATIONS
Income Statement (YTD to Budgets)
For the Period Ending __________
--------Current Period------- -----------YTD--------------
Annual
Actual Budget Variance Actual Budget Variance Budget
------ ------ -------- ------ ----- -------- ------
G & A Expenses
Administrative Salaries
Incentive Compensation
Overtime Premium
Contract Labor
Subscriber Billing Service
Lock Box Fees
FICA Tax Expense
Unemployment Taxes
Other Payroll Taxes
401k Matching Funds
Group Insurance
Workers Compensation
Office Expense
Postage
Tuition Reimbursement
Meals and Entertainment
Travel and Hotel
Recruitment Expenses
Relocation Expenses
Occupancy
Telephone and Telegraph
Bank Service Charges
Charitable Contributions
Other Contributions, Dues, Subscriptions
Office Rent
CDBC Computer Service Fee
Audit/Other Professional Fees
Collection Fees
Corporate Allocation
Reg Mgmt Expense
Bad Debt Expense
Miscellaneous Expense
------ ------ -------- ------ ----- -------- ------
G & A Expenses
Local Origination
Local Origination Wages
Overtime Premium
Contract Services
Repairs and Maintenance
Travel and Related L/O
Meals and Entertainment
Production Supplies
Ad Production Costs
Communishare
Miscellaneous Expense
------ ------ -------- ------ ----- -------- ------
------ ------ -------- ------ ----- -------- ------
Local Origination
▇▇▇▇▇ CABLE COMMUNICATIONS
Income Statement (YTD to Budgets)
For the Period Ending __________
-------Current Period-------- -----------YTD-------------
Annual
Actual Budget Variance Actual Budget Variance Budget
------ ------ -------- ------ ------ -------- ------
Marketing Expenses
Salaries
Bonus
Direct Sales Commission
Office Incentive
Telemarketing
Overtime Premium
FICA Tax Expense
Unemployment Taxes
Group Insurance
Workers Compensation
Contract Marketing
Direct Mail
Promotional Material
▇▇▇▇ Stuffers
Newspaper Advertising
Radio Advertising
Collateral Materials
Postage
Travel and Hotel
Premiums
Public Relations
Miscellaneous Expense
------ ------ -------- ------ ------ -------- ------
Marketing Expenses
Advertising Sales Expense
Salaries
Commissions
Overtime
Contract Services
FICA Expense
Unemployment Taxes
Group Insurance
Workers Compensation
Vehicle Expense
Agency Commissions
Bad Debt Expense
Miscellaneous Operating Expense
Printing Costs
Travel and Hotel
Meals and Entertainment
------ ------ -------- ------ ------ -------- ------
Advertising Sales Expense
------ ------ -------- ------ ------ -------- ------
▇▇▇▇▇ CABLE COMMUNICATIONS
Income Statement (YTD to Budgets)
For the Period Ending __________
-------Current Period-------- -----------YTD-------------
Annual
Actual Budget Variance Actual Budget Variance Budget
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Revenue
Basic Cable Service
Tier Service Fee
Tier II Revenue
A La Carte Revenue
Pay Per View - Movies
Pay Per View - Events
Package and Premium Fees
Connection Charges
Converter Rental Revenue
Advertising Revenue
Production Revenue
FM/AO Other Revenue
Late Fees
Pict Classified Revenue
Rental Revenue
Bulk Billing - Basic
Franchise Fee Pass Thru
Home Shopping Revenue
Other Revenue
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Revenue