FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[x] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 2000
--------------
[ ] 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: 0-13807
CABLE TV FUND 12-B, LTD.
- -------------------------------------------------------------------------------
Exact name of registrant as specified in charter
Colorado #84-0969999
- -------------------------------------------------------------------------------
State of organization I.R.S. employer I.D. #
c/o Comcast Corporation
1500 Market Street, Philadelphia, PA 19102-2148
-----------------------------------------------
Address of principal executive office
(215) 665-1700
-----------------------------
Registrant's telephone number
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
------- -------
CABLE TV FUND 12-B, LTD.
------------------------
(A Limited Partnership)
UNAUDITED BALANCE SHEETS
------------------------
March 31, December 31,
ASSETS 2000 1999
------ ------------- -------------
Investment in Cable Television Joint Venture $ 207,461 $ 213,622
------------- -------------
Total assets $ 207,461 $ 213,622
============= =============
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
LIABILITIES:
Advances from affiliates $ 40,661 $ 28,687
------------- -------------
Total liabilities 40,661 28,687
------------- -------------
PARTNER'S CAPITAL:
General Partner-
Contributed capital 1,000 1,000
Distributions (19,696,268) (19,696,268)
Accumulated earnings 19,736,968 19,741,502
------------- -------------
41,700 46,234
------------- -------------
Limited Partners-
Net contributed capital (111,035 units outstanding
at March 31, 2000 and December 31, 1999) 47,645,060 47,645,060
Distributions (114,620,017) (114,620,017)
Accumulated earnings 67,100,057 67,113,658
------------- -------------
125,100 138,701
------------- -------------
Total liabilities and partners' capital $ 207,461 $ 213,622
============= =============
The accompanying notes to unaudited financial statements
are an integral part of these unaudited balance sheets.
2
CABLE TV FUND 12-B, LTD.
------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF OPERATIONS
----------------------------------
For the Three Months Ended
March 31,
-------------------------------------
2000 1999
-------- --------
OTHER EXPENSE $(11,973) $ -
EQUITY IN NET LOSS OF CABLE TELEVISION
JOINT VENTURE (6,162) (41,661)
-------- ---------
NET LOSS $(18,135) $(41,661)
======== ========
ALLOCATION OF NET LOSS:
General Partner $ (4,534) $ (417)
======== ========
Limited Partners $(13,601) $(41,244)
======== ========
NET LOSS PER LIMITED PARTNERSHIP UNIT $ (0.12) $ (0.37)
======== ========
WEIGHTED AVERAGE NUMBER OF LIMITED
PARTNERSHIP UNITS OUTSTANDING 111,035 111,035
======== ========
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
3
CABLE TV FUND 12-B, LTD.
------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF CASH FLOWS
----------------------------------
For the Three Months Ended
March 31,
------------------------------------
2000 1999
-------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(18,135) $ (41,661)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Equity in net loss of Cable Television Joint Venture 6,162 41,661
Increase in advances from affiliates 11,973 -
-------- -----------
Net cash provided by operating activities - -
-------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Disitribution from Cable Television Joint Venture - 6,134,324
Distributions to limited partners - (6,134,324)
-------- -----------
Net cash provided by financing activities - -
-------- -----------
Net change in cash - -
Cash, beginning of period - -
-------- -----------
Cash, end of period $ - $ -
======== ===========
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ - $ -
======== ===========
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
4
CABLE TV FUND 12-B, LTD.
------------------------
(A Limited Partnership)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
---------------------------------------
(1) This Form 10-Q is being filed in conformity with the SEC requirements for
unaudited financial statements and does not contain all of the necessary
footnote disclosures required for a complete presentation of the Balance Sheets
and Statements of Operations and Cash Flows in conformity with generally
accepted accounting principles. However, in the opinion of management, this data
includes all adjustments, consisting only of normal recurring accruals,
necessary to present fairly the financial position of Cable TV Fund 12-B, Ltd.
(the "Partnership") at March 31, 2000 and December 31, 1999 and its Statements
of Operations and Cash Flows for the three month periods ended March 31, 2000
and 1999.
The Partnership owns no properties directly. The Partnership owns a 9
percent interest in Cable TV Fund 12-BCD Venture (the "Venture"). The Venture
has sold all of its cable television systems. The Partnership and the Venture
will be dissolved after all pending litigation in which the Partnership and the
Venture are named defendants has been resolved and terminated.
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. 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 with and
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
these Notes 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.
(2) The Venture 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 Venture and its constituent
Partnerships. Such costs were charged to other expense on the Statements of
Operations. Such services, and their related costs, are necessary to the
administration of the Venture and its constituent Partnerships until they are
dissolved. Reimbursements made to the general partner by the Venture for
administrative expenses during the three month periods ended March 31, 2000 and
1999 attributable to the Partnership's 9 percent interest in the Venture were
$4,858 and $1,415, respectively.
5
(3) Summarized financial information regarding the Venture is presented below.
UNAUDITED BALANCE SHEETS
------------------------
ASSETS March 31, 2000 December 31, 1999
------ -------------- -----------------
Cash $ 2,327,155 $ 302
Receivable from affiliates - 2,326,853
------------- -------------
Total assets $ 2,327,155 $ 2,327,155
============= =============
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
Advances from affiliates $ 67,126 $ -
Partners' contributed capital 135,490,944 135,490,944
Accumulated earnings 135,870,085 135,937,211
Distributions (269,101,000) (269,101,000)
------------- -------------
Total liabilities and partners' capital $ 2,327,155 $ 2,327,155
============= =============
UNAUDITED STATEMENTS OF OPERATIONS
----------------------------------
For the Three Months Ended
March 31,
-----------------------------------------
2000 1999
------------- -------------
Other, net $ (67,126) $ (453,827)
------------- -------------
Consolidated loss $ (67,126) $ (453,827)
============= =============
Reimbursements for administrative expenses paid to the general partner by
the Venture totaled $52,920 and $15,419, respectively, for the three month
periods ended March 31, 2000 and 1999.
6
CABLE TV FUND 12-B, LTD.
------------------------
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
FINANCIAL CONDITION
- -------------------
Neither the Partnership nor the Venture own any cable television systems.
The Partnership and the Venture will be dissolved after all pending litigation
in which the Partnership and the Venture are named defendants has been resolved
and terminated.
RESULTS OF OPERATIONS
- ---------------------
Neither the Partnership nor the Venture own any cable television systems.
Other expense of $11,973 incurred by the Partnership in the first quarter of
2000 related to various costs associated with the administration of the
Partnership. Other expense of $67,126 incurred by the Venture in the first
quarter of 2000 related to various costs associated with the administration of
the Venture.
7
Part II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
a) Exhibits
27) Financial Data Schedule
b) Reports on Form 8-K
None
8
SIGNATURES
Pursuant to the requirements 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 12-B, LTD.
BY: COMCAST JOIN HOLDINGS, INC.
General Partner
By: /S/ Lawrence J. Salva
----------------------------------
Lawrence J. Salva
Senior Vice President
(Principal Accounting Officer)
Dated: May 15, 2000
9