FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1999
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ______________ to ____________
Commission file number: 0-17733
CABLE TV FUND 15-A, LTD.
------------------------
(Exact name of registrant as specified in its charter)
Colorado 84-1091413
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(State of Organization) (IRS Employer Identification No.)
c/o Comcast Corporation, 1500 Market Street, (215) 665-1700
- -------------------------------------------- --------------
Philadelphia, Pennsylvania 19102-2148 (Registrant's telephone no. including area code)
- -------------------------------------
(Address of principal executive office and Zip Code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Limited Partnership Interests
Indicate by check mark whether the registrant, (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrants were required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days:
Yes X No
------ ------
Aggregate market value of the voting stock held by non-affiliates of the
registrant: [Not applicable]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405) is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. _________
(50062)
DOCUMENTS INCORPORATED BY REFERENCE: None
This Annual Report on Form 10-K is for the year ending December 31,
1999. This Annual Report modifies and supersedes documents filed by the
Partnership prior to the filing of this Annual Report. The Securities and
Exchange Commission (the "SEC") allows the Partnership to "incorporate by
reference" into this Annual Report information that it files with the SEC, which
means that the Partnership can disclose important information to limited
partners by referring them directly to those documents. Information incorporated
by reference is considered to be part of this Annual Report. In addition,
information that the Partnership files with the SEC in the future will
automatically update and supersede information contained in this Annual Report.
Certain information contained in this Annual Report contains "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. All statements, other than statements of historical facts, included in
this Annual Report that address activities, events or developments that the
Partnership or the General Partner expects, believes or anticipates will or may
occur in the future are forward-looking statements. These forward-looking
statements are based upon certain assumptions and are subject to risks and
uncertainties. Actual events or results may differ from those discussed in the
forward-looking statements as a result of various factors.
PART I.
ITEM 1. BUSINESS
THE PARTNERSHIP. Cable TV Fund 15-A, Ltd. (the "Partnership") is a
Colorado limited partnership. Comcast JOIN Holdings, Inc., a Delaware
corporation, is the general partner of the Partnership (the "General Partner").
The Partnership was formed for the purpose of acquiring and operating cable
television systems.
The Partnership has sold all of its cable television systems. In
February 1999, the Partnership sold its cable television systems serving the
areas in and around the communities of Barrington, Lake Barrington, Deer Park,
Long Grove, Elgin, South Elgin, Hawthorn Woods, Kildeer, Lake Zurich, Indian
Creek, Vernon Hills and certain unincorporated areas of Cook, 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, Indianhead 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"). Although the sale of the
Barrington System and the South Suburban System represented the sale of the only
operating assets of the Partnership, the Partnership will not be dissolved until
the pending litigation in which the Partnership is a named defendant has been
resolved and terminated.
NEW GENERAL PARTNER. On April 7, 1999, Comcast Corporation ("Comcast")
completed the acquisition of a controlling interest in Jones Intercable, Inc.
("Jones Intercable"), the Partnership's general partner until March 2, 2000, as
discussed below. As of December 31, 1999, Comcast owned approximately 2.9
million shares of Jones Intercable's Common Stock and approximately 13.8 million
shares of Jones Intercable's Class A Common Stock, representing 39.6% of the
economic interest and 48.3% of the voting interest in Jones Intercable. Comcast
contributed its shares in Jones Intercable to its wholly owned subsidiary,
Comcast Cable Communications, Inc. ("Comcast Cable"). The approximately 2.9
million shares of Common Stock of Jones Intercable owned by Comcast Cable
represented shares having the right to elect approximately 75% of the Board of
Directors of Jones Intercable. As of April 7, 1999, Jones Intercable became a
consolidated public company subsidiary of Comcast Cable.
In connection with Comcast's acquisition of a controlling interest in
Jones Intercable on April 7, 1999, all of the persons who were executive
officers of Jones Intercable as of that date terminated their employment with
Jones Intercable. Also on that date, Jones Intercable's Board of Directors
elected new executive officers, each of whom also was an officer of Comcast.
Effective April 7, 1999, Jones Intercable and Comcast entered into a management
agreement pursuant to which employees of Comcast have undertaken the
administration of the Partnership. As of July 7, 1999, all persons who were
employed at Jones Intercable's former corporate offices in Englewood, Colorado
had terminated their employment with Jones Intercable.
2
In December 1999, Comcast and Jones Intercable entered into a
definitive merger agreement pursuant to which Comcast agreed to acquire all of
the outstanding shares of Jones Intercable not yet owned by Comcast. On March 2,
2000, Jones Intercable was merged into Comcast JOIN Holdings, Inc., a wholly
owned subsidiary of Comcast. Comcast JOIN Holdings, Inc. continues as the
surviving corporation of the merger. As a result of this transaction, Jones
Intercable no longer exists and Comcast JOIN Holdings, Inc. is now the general
partner of the Partnership. References in this Annual Report to "the General
Partner" refer to Comcast JOIN Holdings, Inc. The General Partner shares
corporate offices with Comcast at 1500 Market Street, Philadelphia, Pennsylvania
19102-2148.
DISPOSITION OF CABLE TELEVISION SYSTEMS. On February 26, 1999, the
Partnership sold its Barrington System and its South Suburban System to an
unaffiliated party for $174,979,350. From the proceeds of the sales, the
Partnership repaid all of its indebtedness, paid a brokerage fee, settled
working capital adjustments, deposited $5,298,000 into an interest-bearing
indemnity escrow account and distributed the remaining sale proceeds in March
1999 to its limited partners of record as of February 26, 1999. This
distribution provided the limited partners, as a group, with $82,551,081, or an
approximate return of $387 for each $500 limited partnership interest, or $774
for each $1,000 invested in the Partnership. Because limited partners did not
receive distributions in an amount equal to 100 percent of the capital initially
contributed to the Partnership by the limited partners plus an amount equal to 6
percent per annum, cumulative and noncompounded, on an amount equal to their
initial capital contributions, the General Partner did not receive a general
partner distribution from the proceeds of the sale of the Barrington System and
the South Suburban System.
The $5,298,000 of the sale proceeds placed in the interest-bearing
indemnity escrow account remained in escrow from the closing date until December
14, 1999 as security for the Partnership's agreement to indemnify the buyer
under the asset purchase agreement. The escrow period has expired and the
Partnership received the escrowed funds plus interest in December 1999 because
no claims were made on the escrowed funds by the buyer. From the escrowed funds,
the Partnership repaid its remaining liabilities in the first quarter of 2000
and it will hold the balance in reserve to cover the administrative expenses of
the Partnership until the Partnership is liquidated and dissolved.
Because transferees of limited partnership interests following the
record date for the distribution of the proceeds from the sale of the Barrington
System and the South Suburban System (February 26, 1999) would not be entitled
to any distributions from the Partnership, a transfer of limited partnership
interests following such record date would have no economic value. The General
Partner therefore has determined that, pursuant to the authority granted to it
by the Partnership's limited partnership agreement, the General Partner will
approve no transfers of limited partnership interests after February 26, 1999.
ITEM 2. PROPERTIES
------------------
As of December 31, 1999, the Partnership does not own any cable
television systems.
ITEM 3. LEGAL PROCEEDINGS
-------------------------
In July 1999, Jones Intercable, each of its subsidiaries that serve as
general partners of Jones Intercable's managed partnerships and most of Jones
Intercable's managed partnerships, including the Partnership, were named
defendants in a case captioned Everest Cable Investors, LLC, Everest Properties,
-------------------------------------------------
LLC, Everest Properties II, LLC and KM Investments, LLC, plaintiffs v. Jones
- ----------------------------------------------------------------------------
Intercable, Inc., et al., defendants (Superior Court, Los Angeles County, State
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of California, Case No. BC 213632).
Plaintiffs allege that certain of them formed a plan to acquire up to
4.9% of the limited partnership interests in each of the managed partnerships
named as defendants, and that plaintiffs were frustrated in this purpose by
Jones Intercable's alleged refusal to provide plaintiffs with lists of the names
and addresses of the limited partners of
3
these partnerships. The complaint alleges that Jones Intercable's actions
constituted a breach of contract, a breach of Jones Intercable's implied
covenant of good faith and fair dealing owed to the plaintiffs as limited
partners, a breach of Jones Intercable's fiduciary duty owed to the plaintiffs
as limited partners and tortious interference with prospective economic
advantage. Plaintiffs allege that Jones Intercable's failure to provide them
with the partnership lists prevented them from making their tender offers and
that they have been injured by such action in an amount to be proved at trial,
but not less than $17 million.
In September 1999, Jones Intercable and the defendant subsidiaries and
managed partnerships filed a notice of demurrers to the plaintiffs' complaint
and a hearing on this matter was held in October 1999. In December 1999, the
Court sustained the defendants' demurrers in part but the Court gave the
plaintiffs leave to amend their complaint to attempt to cure the deficiencies in
the pleadings. The plaintiffs filed their first amended complaint in January
2000.
Discovery in the case also has begun, and Jones Intercable and the
defendant subsidiaries and managed partnerships have responded to the
plaintiffs' first set of interrogatories and the plaintiffs' first demand for
the production of documents. The General Partner believes that the defendants
have defenses to the plaintiffs' claims for relief and challenges to the
plaintiffs' claims for damages, and the General Partner intends to defend this
lawsuit vigorously.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-----------------------------------------------------------
None.
PART II.
--------
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 December 31, 1999, the number of equity security
holders in the Partnership was 11,015.
4
ITEM 6. SELECTED FINANCIAL DATA
- -------------------------------
For the Year Ended December 31,
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Cable TV Fund 15-A, Ltd. 1999 1998 1997 1996 1995
- -------------------------- ------------ ------------ ------------ ------------ ------------
Revenues $ 6,320,196 $ 40,515,010 $ 39,787,908 $ 37,280,733 $ 34,225,349
Depreciation and Amortization 1,813,974 10,777,091 12,540,147 21,329,239 22,133,502
Operating Income (Loss) (239,348) 2,607,005 1,030,257 (9,326,188) (11,617,788)
Net Income (Loss) 118,844,935(a) (3,845,819) (5,167,478) (16,193,666) (18,258,258)
Net Income (Loss) per Limited
Partnership Unit 551.62(a) (17.86) (24.00) (75.20) (84.79)
Weighted Average Number of Limited
Partnership Units Outstanding 213,174 213,174 213,174 213,174 213,174
General Partner's Deficit -- (1,254,662) (1,216,204) (1,164,529) (1,002,592)
Limited Partners' Capital (Deficit) 2,691,211 (32,347,981) (28,540,620) (23,424,817) (7,393,088)
Total Assets 5,920,884 52,283,612 55,853,938 61,956,101 77,127,809
Debt -- 84,097,996 83,284,060 83,824,072 78,818,284
General Partner Advances -- -- 429,811 430,624 4,782,507
(a) Net income resulted primarily from the sales of the Barrington System
and South Suburban System in February 1999.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- --------------------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
The following discussion 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.
FINANCIAL CONDITION
- -------------------
On February 26, 1999, the Partnership sold its Barrington System and
South Suburban System to an unaffiliated party for $174,979,350. Upon the
closing of the sale of the Barrington System and the South Suburban System, the
Partnership repaid all of its indebtedness, paid a brokerage fee, settled
working capital adjustments, and then deposited $5,298,000 into an
interest-bearing indemnity escrow account. The remaining net sale proceeds
totaling $82,551,081 were distributed to the Partnership's limited partners of
record as of February 26, 1999. This distribution was made in March 1999. Such
distribution represented an approximate return of $387 for each $500 limited
partnership interest, or $774 for each $1,000 invested in the Partnership.
Because limited partners did not receive distributions in an amount equal to 100
percent of the capital initially contributed to the Partnership by the limited
partners plus an amount equal to 6 percent per annum, cumulative and
noncompounded, on an amount equal to their initial capital contributions, Jones
Intercable did not receive a general partner distribution from the sale of the
Barrington System and the South Suburban System.
The $5,298,000 of the sale proceeds placed in the interest-bearing
indemnity escrow account remained in escrow until December 14, 1999 as security
for the Partnership's agreement to indemnify the buyer under the asset purchase
agreement. The Partnership received the escrowed funds plus interest, which
totaled $5,486,444, because no claims were made on the escrowed funds by the
buyer. From the escrowed funds, the Partnership repaid its remaining
liabilities, which totaled $3,229,673 at December 31, 1999, in the first quarter
of 2000, and it will retain the balance to cover the continuing administrative
expenses of the Partnership.
Although the sale of the Barrington System and the South Suburban
System represented the sale of the only remaining operating assets of the
Partnership, the Partnership will not be dissolved until the pending litigation
in which the Partnership is a named defendant has been resolved and terminated.
The entire outstanding balance of $83,900,000 under the Partnership's
$85,000,000 revolving credit facility was repaid on February 26, 1999 with
proceeds from the sales of the Barrington System and the South Suburban System.
5
RESULTS OF OPERATIONS
- ---------------------
Due to the sale of the Barrington System and the South Suburban System
on February 26, 1999, which were the Partnership's only operating assets, a full
discussion of results of operations would not be meaningful. The Partnership had
total revenues of $6,320,196 and generated an operating loss of $239,348 for the
year ended December 31, 1999. Other expense of $650,124 incurred during the year
ended December 31, 1999 primarily related to various costs associated with the
sale of the Partnership's systems and the administration of the Partnership.
Because of the gain of $120,634,133 on the sale of the systems, the Partnership
realized net income of $118,844,935. The limited partners' net income allocation
totaled $117,590,273, or $551.62 per limited partnership interest, for the year
ended December 31, 1999.
ITEM 8. FINANCIAL STATEMENTS
- -----------------------------
The audited financial statements of the Partnership for the year ended
December 31, 1999 follow.
6
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To the Partners of Cable TV Fund 15-A, Ltd.:
We have audited the accompanying balance sheets of CABLE TV FUND 15-A,
LTD. (a Colorado limited partnership) as of December 31, 1999 and 1998, and the
related statements of operations, partners' capital (deficit) and cash flows for
each of the three years in the period ended December 31, 1999. 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,
Ltd. as of December 31, 1999 and 1998, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1999, in
conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Denver, Colorado,
March 3, 2000
7
CABLE TV FUND 15-A, LTD.
------------------------
(A Limited Partnership)
BALANCE SHEETS
--------------
December 31,
------------------------------
ASSETS 1999 1998
------ ------------ ------------
CASH $ 5,920,884 $ 727,885
TRADE RECEIVABLES, less allowance for
doubtful receivables of $74,628 at December 31, 1998 -- 495,906
INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment, at cost -- 93,060,892
Less- accumulated depreciation --
(51,571,515)
------------ ------------
-- 41,489,377
Franchise costs and other intangible assets, net of
accumulated amortization of $111,175,846
at December 31, 1998 -- 8,677,126
------------ ------------
Total investment in cable television properties -- 50,166,503
DEPOSITS, PREPAID EXPENSES AND DEFERRED CHARGES -- 893,318
------------ ------------
Total assets $ 5,920,884 $ 52,283,612
============ ============
The accompanying notes to financial statements
are an integral part of these balance sheets.
8
CABLE TV FUND 15-A, LTD.
------------------------
(A Limited Partnership)
BALANCE SHEETS
--------------
December 31,
---------------------------------
LIABILITIES AND PARTNERS' CAPTIAL (DEFICIT) 1999 1998
------------------------------------------- ------------- -------------
LIABILITIES:
Debt $ -- $ 84,097,996
Accounts payable and accrued liabilities -- 1,635,222
Advances from Jones Intercable 3,229,673 --
Subscriber prepayments -- 153,037
------------- -------------
Total liabilities 3,229,673 85,886,255
------------- -------------
COMMITMENTS AND CONTINGENCIES (Note 7)
PARTNERS' CAPITAL (DEFICIT):
General Partner-
Contributed capital 1,000 1,000
Accumulated deficit (1,000) (1,255,662)
------------- -------------
-- (1,254,662)
------------- -------------
Limited Partners-
Net contributed capital
(213,174 units outstanding at
December 31, 1999 and 1998) 90,575,991 90,575,991
Distributions (82,551,081)
Accumulated deficit (5,333,699) (122,923,972)
------------- -------------
2,691,211 (32,347,981)
------------- -------------
Total liabilities and partners' capital (deficit) $ 5,920,884 $ 52,283,612
============= =============
The accompanying notes to financial statements
are an integral part of these balance sheets.
9
CABLE TV FUND 15-A, LTD.
------------------------
(A Limited Partnership)
STATEMENTS OF OPERATIONS
------------------------
For the Year Ended December 31,
-----------------------------------------------------
1999 1998 1997
------------- ------------- -------------
REVENUES $ 6,320,196 $ 40,515,010 $ 39,787,908
COSTS AND EXPENSES:
Operating expenses 4,042,268 22,649,773 22,014,515
Management fees and allocated
overhead from Jones Intercable 703,302 4,481,141 4,202,989
Depreciation and amortization 1,813,974 10,777,091 12,540,147
------------- ------------- -------------
OPERATING INCOME (LOSS) (239,348) 2,607,005 1,030,257
------------- ------------- -------------
OTHER INCOME (EXPENSE):
Interest expense (1,088,170) (6,054,305) (6,261,104)
Interest income on escrowed proceeds 188,444 -- --
Gain on sale of cable television systems 120,634,133 -- --
Other, net (650,124) (398,519) 63,369
------------- ------------- -------------
Total other income (expense) 119,084,283 (6,452,824) (6,197,735)
------------- ------------- -------------
NET INCOME (LOSS) $ 118,844,935 $ (3,845,819) $ (5,167,478)
============= ============= =============
ALLOCATION OF NET INCOME (LOSS):
General Partner $ 1,254,662 $ (38,458) $ (51,675)
============= ============= =============
Limited Partners $ 117,590,273 $ (3,807,361) $ (5,115,803)
============= ============= =============
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT $ 551.62 $ (17.86) $ (24.00)
============= ============= =============
WEIGHTED AVERAGE NUMBER OF LIMITED
PARTNERSHIP UNITS OUTSTANDING 213,174 213,174 213,174
============= ============= =============
The accompanying notes to financial statements
are an integral part of these statements.
10
CABLE TV FUND 15-A, LTD.
------------------------
(A Limited Partnership)
STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
-----------------------------------------
For the Year Ended December 31,
-----------------------------------------------------
1999 1998 1997
------------- ------------- -------------
GENERAL PARTNER:
Balance, beginning of year $ (1,254,662) $ (1,216,204) $ (1,164,529)
Net income (loss) for year 1,254,662 (38,458) (51,675)
------------- ------------- -------------
Balance, end of year $ -- $ (1,254,662) $ (1,216,204)
============= ============= =============
LIMITED PARTNERS:
Balance, beginning of year $ (32,347,981) $ (28,540,620) $ (23,424,817)
Distributions (82,551,081) -- --
Net income (loss) for year 117,590,273 (3,807,361) (5,115,803)
------------- ------------- -------------
Balance, end of year $ 2,691,211 $ (32,347,981) $ (28,540,620)
============= ============= =============
The accompanying notes to financial statements
are an integral part of these statements.
11
CABLE TV FUND 15-A, LTD.
------------------------
(A Limited Partnership)
STATEMENTS OF CASH FLOWS
------------------------
For the Year Ended December 31,
-----------------------------------------------------
1999 1998 1997
------------- ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 118,844,935 $ (3,845,819) $ (5,167,478)
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Depreciation and amortization 1,813,974 10,777,091 12,540,147
Gain on sale of cable television systems (120,634,133) -- --
Decrease (increase) in trade receivables 495,906 (144,631) 499,702
Decrease (increase) in deposits, prepaid expenses
and deferred charges (81,220) (436,186) (565,534)
Increase in Jones Intercable advances 3,229,673 -- --
Decrease in accounts payable and
accrued liabilities and subscriber prepayments (1,788,259) (108,632) (393,860)
------------- ------------- -------------
Net cash provided by
operating activities 1,880,876 6,241,823 6,912,977
------------- ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net (822,360) (6,639,372) (6,053,327)
Franchise costs (9,750) -- --
Other, net -- (30,000) --
Proceeds from sale of cable television systems,
net of brokerage fees and escrow 165,306,866 -- --
Proceeds received from escrow 5,486,444 -- --
------------- ------------- -------------
Net cash provided by (used in) investing
activities 169,961,200 (6,669,372) (6,053,327)
------------- ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings -- 2,423,538 7,407,459
Repayment of debt (84,097,996) (1,609,602) (7,947,471)
Decrease in Jones Intercable advances -- (429,811) (813)
Distribution to Limited Partners (82,551,081) -- --
------------- ------------- -------------
Net cash provided by (used in)
financing activities (166,649,077) 384,125 (540,825)
------------- ------------- -------------
Increase (decrease) in cash 5,192,999 (43,424) 318,825
Cash, beginning of year 727,885 771,309 452,484
------------- ------------- -------------
Cash, end of year $ 5,920,884 $ 727,885 $ 771,309
============= ============= =============
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 1,689,675 $ 6,069,301 $ 6,682,952
============= ============= =============
The accompanying notes to financial statements
are an integral part of these statements.
12
CABLE TV FUND 15-A, LTD.
------------------------
(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. ("Jones Intercable"). The Partnership was formed to
acquire, construct, develop and operate cable television systems.
New General Partner
On April 7, 1999, Comcast Corporation ("Comcast") completed the
acquisition of a controlling interest in Jones Intercable, the Partnership's
general partner until March 2, 2000, as discussed below. As of December 31,
1999, Comcast owned approximately 2.9 million shares of Jones Intercable's
Common Stock and approximately 13.8 million shares of Jones Intercable's Class A
Common Stock, representing 39.6% of the economic interest and 48.3% of the
voting interest in Jones Intercable. Comcast contributed its shares in Jones
Intercable to its wholly owned subsidiary, Comcast Cable Communications, Inc.
("Comcast Cable"). The approximately 2.9 million shares of Common Stock of Jones
Intercable owned by Comcast Cable represented shares having the right to elect
approximately 75% of the Board of Directors of Jones Intercable. As of April 7,
1999, Jones Intercable became a consolidated public company subsidiary of
Comcast Cable.
In connection with Comcast's acquisition of a controlling interest in
Jones Intercable on April 7, 1999, all of the persons who were executive
officers of Jones Intercable as of that date terminated their employment with
Jones Intercable. Also on that date, Jones Intercable's Board of Directors
elected new executive officers, each of whom also was an officer of Comcast.
Effective April 7, 1999, Jones Intercable and Comcast entered into a management
agreement pursuant to which employees of Comcast have undertaken the
administration of the Partnership. As of July 7, 1999, all persons who were
employed at Jones Intercable's former corporate offices in Englewood, Colorado
had terminated their employment with Jones Intercable.
In December 1999, Comcast and Jones Intercable entered into a
definitive merger agreement pursuant to which Comcast agreed to acquire all of
the outstanding shares of Jones Intercable not yet owned by Comcast. On March 2,
2000, Jones Intercable was merged into Comcast JOIN Holdings, Inc., a wholly
owned subsidiary of Comcast. Comcast JOIN Holdings, Inc. continues as the
surviving corporation of the merger. As a result of this transaction, Jones
Intercable no longer exists and Comcast JOIN Holdings, Inc. is now the general
partner of the Partnership. References in this annual report to "the General
Partner" refer to Comcast JOIN Holdings, Inc. Comcast JOIN Holdings, Inc. shares
corporate offices with Comcast at 1500 Market Street, Philadelphia, Pennsylvania
19102-2148.
Cable Television System Acquisitions
The Partnership owned the cable television systems serving the
communities of Barrington, Lake Barrington, Deer Park, Long Grove, Elgin, South
Elgin, Hawthorn Woods, Kildeer, Lake Zurich, Indian Creek, Vernon Hills and
certain unincorporated areas of Cook, 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 and certain areas of Cook and Will
Counties, all in the State of Illinois (the "South Suburban System").
Cable Television System Sales
On February 26, 1999, the Partnership sold its Barrington System and
South Suburban System to an unaffiliated party for $174,979,350. Upon the
closing of the sale of the Barrington System and the South Suburban System, the
Partnership repaid all of its indebtedness, paid a brokerage fee, settled
working capital adjustments, and then deposited
13
$5,298,000 into an interest-bearing indemnity escrow account. The remaining net
sale proceeds totaling $82,551,081 were distributed to the Partnership's limited
partners of record as February 26, 1999. This distribution was made in March
1999. Such distribution represented an approximate return of $387 for each $500
limited partnership interest, or $774 for each $1,000 invested in the
Partnership. Because limited partners did not receive distributions in an amount
equal to 100 percent of the capital initially contributed to the Partnership by
the limited partners plus an amount equal to 6 percent per annum, cumulative and
noncompounded, on an amount equal to their initial capital contributions, Jones
Intercable did not receive a general partner distribution from the sale of the
Barrington System and the South Suburban System.
The $5,298,000 of the sale proceeds placed in the indemnity escrow
account remained in escrow until December 14, 1999 as security for the
Partnership's agreement to indemnify the buyer under the asset purchase
agreement. The Partnership received the escrowed funds plus interest, which
totaled $5,486,444, because no claims were made on the escrowed funds by the
buyer. From the escrowed funds, the Partnership repaid its remaining
liabilities, which totaled $3,229,673 at December 31, 1999, in the first quarter
of 2000, and it will retain the balance to cover the continuing administrative
expenses of the Partnership.
Although the sale of the Barrington System and the South Suburban
System represented the sale of the only remaining operating assets of the
Partnership, the Partnership will not be dissolved until the pending litigation
in which the Partnership is a named defendant has been resolved and terminated.
Contributed Capital
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.
Jones 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 Jones 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
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.
(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 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.
Property, Plant and Equipment
Depreciation of property, plant and equipment was provided primarily
using the straight-line method over the following estimated service lives:
Cable distribution systems 5 - 15 years
Equipment and tools 5 - 7 years
Office furniture and equipment 3 - 5 years
Buildings 30 years
Vehicles 3 - 4 years
Replacements, renewals and improvements were capitalized and
maintenance and repairs were charged to expense as incurred.
14
Property, plant and equipment and the corresponding accumulated
depreciation were written off as certain assets became fully depreciated and
were no longer in service.
Intangible Assets
Costs assigned to franchises, subscriber lists and costs in excess of
interests in net assets purchased were being amortized using the straight-line
method over the following estimated useful lives:
Franchise costs 1 - 10 years
Costs in excess of interests in net assets purchased 29 - 33 years
Revenue Recognition
Subscriber prepayments were initially deferred and recognized as
revenue when earned.
(3) TRANSACTIONS WITH JONES INTERCABLE AND AFFILIATES
Brokerage Fee
The Intercable Group, Ltd., a wholly owned subsidiary of Jones
Intercable performed brokerage services for the Partnership. For brokering the
sales of the Barrington System and the South Suburban System, The Intercable
Group, Ltd. earned fees totaling $4,374,484 or 2.5 percent of the purchase
price, for the year ended December 31, 1999.
Management Fees, Distribution Ratios and Reimbursements
Jones Intercable managed the Partnership and received 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. Jones
Intercable has not received and will not receive a management fee after February
26, 1999. Management fees paid to Jones Intercable by the Partnership for the
years ended December 31, 1999, 1998 and 1997 were $316,010, $2,025,751, and
$1,989,395, 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 the general partner. 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 Jones Intercable; second, to the
limited partners which, together with all prior distributions, will equal a 6
percent 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 the general partner.
The Partnership reimburses its general partner for certain
administrative expenses. These expenses represent the salaries and related
benefits paid for corporate personnel. Such personnel provide administrative,
accounting, tax, legal and investor relations services to the Partnership. Such
services, and their related costs, are necessary to the administration of the
Partnership until the Partnership is dissolved. Such costs were charged to
operating costs during the periods that the Partnership operated its cable
television systems. Subsequent to the sale of the Partnership's final cable
television system, such costs were charged to other expense. Reimbursements by
the Partnership to Jones Intercable for allocated overhead and administrative
expenses for the years ended December 31, 1999, 1998 and 1997 were $345,951,
$2,455,390 and $2,213,594, respectively.
The Partnership was charged interest during 1999 at an average interest
rate of 7.18 percent on the amounts due Jones Intercable, which approximated
Jones Intercable's weighted average cost of borrowing. Total interest charged to
the Partnership by Jones Intercable for the years ended December 31, 1999, 1998
and 1997 was $179,361, $20,857 and $28,297, respectively.
15
Payments to/from Affiliates for Programming Services
Prior to the sale of its cable television systems in 1999, the
Partnership received programming from Superaudio, Knowledge TV, Inc., Jones
Computer Network, Ltd., Great American Country, Inc. and Product Information
Network, all of which were affiliates of Jones Intercable until April 7, 1999
(See Note 1).
Payments to Superaudio totaled $14,228, $37,096 and $29,315 in 1999,
1998 and 1997, respectively. Payments to Knowledge TV, Inc. totaled $17,604,
$66,195 and $61,405 in 1999, 1998 and 1997, respectively. Payments to Jones
Computer Network, Ltd., whose service was discontinued in April 1997, totaled
$40,501 in 1997. Payments to Great American Country, Inc. totaled $16,995,
$63,928 and $63,014 in 1999, 1998 and 1997, respectively.
Prior to the sale of its cable television systems in 1999, the
Partnership received 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 $14,441, $93,678 and
$88,862 in 1999, 1998 and 1997, respectively.
(4) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment as of December 31, 1999 and 1998,
consisted of the following:
December 31,
----------------------------------
1999 1998
------------- -------------
Cable distribution systems $ - $ 86,713,848
Equipment and tools - 3,698,119
Office furniture and equipment - 797,910
Buildings - 638,343
Vehicles - 1,034,672
Land - 178,000
------------- -------------
- 93,060,892
Less: accumulated depreciation - (51,571,515)
------------- -----------
$ - $ 41,489,377
============= ===========
(5) DEBT
Debt consisted of the following:
December 31,
----------------------------------
1999 1997
------------ ------------
Lending institutions-
Revolving credit and term loan $ - $83,900,000
Capital lease obligations - 197,996
------------ ------------
$ - $84,097,996
============ ===========
The entire outstanding balance of $83,900,000 under the Partnership's
$85,000,000 revolving credit facility was repaid on February 26, 1999 with
proceeds from the sales of the Barrington System and the South Suburban System.
Interest was at the Partnership's option of Prime plus 1/2 percent, the London
Interbank Offered Rate plus 1-1/2 percent or the Certificate of Deposit Rate
plus 1-5/8 percent.
16
(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 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
In July 1999, Jones Intercable, each of its subsidiaries that serve as
general partners of Jones Intercable's managed partnerships and most of Jones
Intercable's managed partnerships, including the Partnership, were named
defendants in a case captioned Everest Cable Investors, LLC, Everest Properties,
-------------------------------------------------
LLC, Everest Properties II, LLC and KM Investments, LLC, plaintiffs v. Jones
- ----------------------------------------------------------------------------
Intercable, Inc., et al., defendants (Superior Court, Los Angeles County, State
- ------------------------------------
of California, Case No. BC 213632).
Plaintiffs allege that certain of them formed a plan to acquire up to
4.9% of the limited partnership interests in each of the managed partnerships
named as defendants, and that plaintiffs were frustrated in this purpose by
Jones Intercable's alleged refusal to provide plaintiffs with lists of the names
and addresses of the limited partners of these partnerships. The complaint
alleges that Jones Intercable's actions constituted a breach of contract, a
breach of Jones Intercable's implied covenant of good faith and fair dealing
owed to the plaintiffs as limited partners, a breach of Jones Intercable's
fiduciary duty owed to the plaintiffs as limited partners and tortious
interference with prospective economic advantage. Plaintiffs allege that Jones
Intercable's failure to provide them with the partnership lists prevented them
from making their tender offers and that they have been injured by such action
in an amount to be proved at trial, but not less than $17 million.
In September 1999, Jones Intercable and the defendant subsidiaries and
managed partnerships filed a notice of demurrers to the plaintiffs' complaint
and a hearing on this matter was held in October 1999. In December 1999, the
Court sustained the defendants' demurrers in part but the Court gave the
plaintiffs' leave to amend their complaint to attempt to cure the deficiencies
in the pleadings. The plaintiffs filed their first amended complaint in January
2000.
Discovery in the case also has begun, and Jones Intercable and the
defendant subsidiaries and managed partnerships have responded to the
plaintiffs' first set of interrogatories and the plaintiffs' first demand for
the production of documents. The General Partner believes that the defendants
have defenses to the plaintiffs' claims for relief and challenges to the
plaintiffs' claims for damages, and the General Partner intends to defend this
lawsuit vigorously.
17
(8) SUPPLEMENTARY PROFIT AND LOSS INFORMATION
Supplementary profit and loss information is presented below:
For the Year Ended December 31,
------------------------------------------
1999 1998 1997
---------- ---------- ----------
Maintenance and repairs $ 35,797 $ 246,792 $ 214,197
========== ========== ==========
Taxes, other than income and
payroll taxes $ 24,641 $ 133,189 $ 55,854
========== ========== ==========
Advertising $ 78,121 $ 457,053 $ 375,411
========== ========== ==========
Depreciation of property,
plant and equipment $1,174,017 $7,244,394 $6,759,480
========== ========== ==========
Amortization of intangible assets $ 639,957 $3,532,697 $5,780,667
========== ========== ==========
18
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
--------------------------------------------------------
ACCOUNTING AND FINANCIAL DISCLOSURE
-----------------------------------
None.
PART III.
---------
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.
RALPH J. ROBERTS is Chairman of the General Partner's Board of
Directors. Mr. Roberts served as Chairman of Jones Intercable, Inc.'s Board of
Directors from April 1999 until its merger with the General Partner in March
2000. Mr. Roberts has served as a director of Comcast Corporation and as the
Chairman of its Board of Directors for more than five years. Mr. Roberts has
been the President and a director of Sural Corporation, a privately held
investment company that is Comcast Corporation's controlling shareholder, for
more than five years. Mr. Roberts is also a director of Comcast Cable
Communications, Inc. and Comcast LCI Holdings, Inc. Mr. Roberts is the father of
Brian L. Roberts. He is 80 years old.
BRIAN L. ROBERTS is President and a director of the General Partner.
Mr. Roberts served as President and a director of Jones Intercable, Inc. from
April 1999 until its merger with the General Partner in March 2000. Mr. Roberts
has served as the President and as a director of Comcast Corporation for more
than five years. Mr. Roberts also serves as Vice President and as a director of
Sural Corporation. He also is a director of Comcast Cable Communications, Inc.,
Comcast LCI Holdings, Inc., At Home Corporation and The Bank of New York
Company, Inc. Mr. Roberts is a son of Ralph J. Roberts. He is 40 years old.
LAWRENCE S. SMITH is Executive Vice President and a director of the
General Partner. Mr. Smith served as an Executive Vice President and a director
of Jones Intercable, Inc. from April 1999 until its merger with the General
Partner in March 2000. Mr. Smith has served as an Executive Vice President of
Comcast Corporation since December 1995. Prior to that time, he served as Senior
Vice President of Comcast Corporation for more than five years. Mr. Smith is
also a director of Comcast Cable Communications, Inc. and Comcast LCI Holdings,
Inc. He is 52 years old.
STANLEY L. WANG is Executive Vice President and Secretary and a
director of the General Partner. Mr. Wang served as Senior Vice President and
Secretary and a director of Jones Intercable, Inc. from April 1999 until its
merger with the General Partner in March 2000. Mr. Wang has served as an
Executive Vice President of Comcast Corporation since February 2000. Prior to
that time, he served as Senior Vice President of Comcast Corporation for more
than five years. Mr. Wang also has served as Secretary of Comcast Corporation
for more than five years. Mr. Wang is also a director of Comcast Cable
Communications, Inc. and Comcast LCI Holdings, Inc. He is 59 years old.
JOHN R. ALCHIN is Executive Vice President and Treasurer of the General
Partner. Mr. Alchin served as Senior Vice President and Treasurer and a director
of Jones Intercable, Inc. from April 1999 until its merger with the General
Partner in March 2000. Mr. Alchin has served as an Executive Vice President of
Comcast Corporation since February 2000. Prior to that time, he served as Senior
Vice President of Comcast Corporation for more than five years. Mr. Alchin also
has served as Treasurer of Comcast Corporation for more than five years. Mr.
Alchin is the Principal Financial Officer of the General Partner and of Comcast
Corporation. He is 51 years old.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Each of the
directors and executive officers of the General Partner were directors and
executive officers of Jones Intercable prior to its merger with the General
Partner on March 2, 2000. Jones Intercable was the general partner of the
Partnership prior to March 2, 2000. These persons became directors and executive
officers of Jones Intercable on April 7, 1999, the date Comcast acquired a
controlling interest in Jones Intercable. These persons failed to file on a
timely basis reports
19
disclosing their ownership of limited partnership interests of the Partnership
as required by Section 16(a) of the Securities Exchange Act of 1934. The
reports, when filed, disclosed that these persons own no limited partnership
interests of the Partnership.
ITEM 11. EXECUTIVE COMPENSATION
The Partnership has no employees; however, various personnel are
required to administer the financial, tax and legal affairs of the Partnership
and to maintain the books and records of the Partnership. Such personnel are
employed by Comcast and, pursuant to the terms of the limited partnership
agreement of the Partnership, the costs of such employment are charged by
Comcast to the Partnership. See ITEM 13.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGERS
As of December 31, 1999, no person or entity owned more than 5% of the
limited partnership interests of the Partnership.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Partnership reimburses its general partner for certain allocated
overhead and administrative expenses. These expenses represent the salaries and
benefits paid to corporate personnel. Such personnel provide administrative,
tax, accounting, legal and investor relations services to the Partnership. The
Partnership will continue to reimburse its general partner for actual time spent
on Partnership business by employees of Comcast until the Partnership is
liquidated and dissolved. During the year ended December 31, 1999, such
reimbursements totaled $345,951.
Prior to the sales of the Partnership's cable television systems, the
Partnership paid a management fee to its general partner equal to 5% of the
Partnership's gross revenues from system operations. During the year ended
December 31, 1999, such management fees totaled $316,010. It is expected that
the Partnership will never again pay management fees.
An affiliate of Jones Intercable performed brokerage services for the
Partnership in connection with the Partnership's sales of its cable television
systems and was paid brokerage fees totaling $4,374,484, or 2.5% of the sale
prices, during the year ended December 31, 1999. It is expected that the
Partnership will never again pay brokerage fees.
The Partnership is charged interest on amounts advanced by its general
partner. The interest rate in 1999 was at an average of 7.18%, which
approximated Jones Intercable's weighted average cost of borrowing. During the
year ended December 31, 1999, such interest charges totaled $179,361.
Prior to the sales of the Partnership's cable television systems, the
Partnership paid programming service fees to affiliates of Jones Intercable. The
amounts of such programming service fees paid to affiliates during 1999 were not
material. It is expected that the Partnership will never again pay programming
service fees.
20
PART IV.
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 15-A, Ltd.
(Incorporated by reference from the Partnership's Annual Report on
Form 10-K for the fiscal year ended December 31, 1989.)
27 Financial Data Schedule
(b) Reports on Form 8-K
None.
21
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 in Philadelphia,
Pennsylvania.
CABLE TV FUND 15-A, LTD.,
a Colorado limited partnership
By: Comcast JOIN Holdings, Inc.,
a Delaware corporation, its
general partner
By: /s/ Brian L. Roberts
------------------------------------
Brian L. Roberts
Dated: March 22, 2000 President; Director
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/ Ralph J. Roberts
------------------------------------
Ralph J. Roberts
Dated: March 22, 2000 Chairman; Director
By: /s/ Brian L. Roberts
------------------------------------
Brian L. Roberts
President; Director
Dated: March 22, 2000 (Principal Executive Officer)
By: /s/ Lawrence S. Smith
------------------------------------
Lawrence S. Smith
Dated: March 22, 2000 Executive Vice President; Director
By: /s/ Stanley L. Wang
------------------------------------
Stanley L. Wang
Dated: March 22, 2000 Executive Vice President; Secretary;
Director
By: /s/ John R. Alchin
------------------------------------
John R. Alchin
Executive Vice President; Treasurer
Dated: March 22, 2000 (Principal Financial Officer)
By: /s/ Lawrence J. Salva
------------------------------------
Lawrence J. Salva
Senior Vice President
Dated: March 22, 2000 (Principal Accounting Officer)
22