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 June 30, 1999
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or
[ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from to
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Commission File Number 0-16200
CABLE TV FUND 14-B, LTD.
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Exact name of registrant as specified in charter
Colorado 84-1024658
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State of organization I.R.S. employer I.D. #
c/o Comcast Corporation
1500 Market Street, Philadelphia, PA 19102-2148
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Address of principal executive office
(215) 665-1700
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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
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1
CABLE TV FUND 14-B, LTD.
------------------------
(A Limited Partnership)
UNAUDITED CONSOLIDATED BALANCE SHEETS
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June 30, December 31,
ASSETS 1999 1998
------ -------- ------------
CASH $731,145 $ 23,538
TRADE RECEIVABLES, less allowance for doubtful receivables of
$-0- and $7,468 at June 30, 1999 and December 31, 1998,
respectively - 157,760
INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment, at cost - 9,100,340
Less- accumulated depreciation - (4,471,718)
-------- ------------
- 4,628,622
Franchise costs and other intangible assets, net of
accumulated amortization of $-0- and $1,979,620
at June 30, 1999 and December 31, 1998, respectively - 652,940
-------- ------------
Total investment in cable television properties - 5,281,562
DEPOSITS, PREPAID EXPENSES AND DEFERRED CHARGES - 318,809
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Total assets $ 731,145 $ 5,781,669
========= ============
The accompanying notes to unaudited consolidated financial statements
are an integral part of these unaudited consolidated balance sheets.
2
CABLE TV FUND 14-B, LTD.
------------------------
(A Limited Partnership)
UNAUDITED CONSOLIDATED BALANCE SHEETS
-------------------------------------
June 30, December 31,
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) 1999 1998
------------------------------------------- --------------- -------------
LIABILITIES:
Debt $ - $ 25,981
General Partner advances 100,907 -
Trade accounts payable and accrued liabilities - 89,832
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Total liabilities 100,907 115,813
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PARTNERS' CAPITAL (DEFICIT):
General Partner-
Contributed capital 1,000 1,000
Accumulated deficit (1,000) (3,721)
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- (2,721)
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Limited Partners-
Net contributed capital (261,353 units
outstanding at June 30, 1999 and
December 31, 1998) 112,127,301 112,127,301
Distributions (112,853,367) (102,868,006)
Accumulated earnings (deficit) 1,356,304 (3,590,718)
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630,238 5,668,577
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Total liabilities and partners' capital (deficit) $ 731,145 $ 5,781,669
=============== =============
The accompanying notes to unaudited consolidated financial statements
are an integral part of these unaudited consolidated balance sheets.
3
CABLE TV FUND 14-B, LTD.
------------------------
(A Limited Partnership)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
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For the Three Months Ended For the Six Months Ended
June 30, June 30,
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1999 1998 1999 1998
----------- ----------- ------------ ------------
REVENUES $ - $ 3,623,059 $ 237,069 $ 14,159,133
COSTS AND EXPENSES:
Operating expenses - 1,954,079 115,608 7,939,820
Management fees and allocated overhead
from General Partner - 396,691 26,628 1,532,687
Depreciation and amortization - 1,455,631 75,588 5,126,136
----------- ----------- ------------ ------------
OPERATING LOSS - (183,342) 19,245 (439,510)
----------- ----------- ------------ ------------
OTHER INCOME (EXPENSE):
Interest expense 5,701 (277,335) (2,553) (1,248,940)
Gain on sale of cable television system - 15,035,149 5,492,858 97,500,303
Other, net (71,901) (1,583,665) (559,807) (2,171,511)
----------- ----------- ------------ ------------
Total other income (expense), net (66,200) 13,174,149 4,930,498 94,079,852
----------- ----------- ------------ ------------
CONSOLIDATED INCOME (LOSS)
BEFORE MINORITY INTEREST (66,200) 12,990,807 4,949,743 93,640,342
MINORITY INTEREST IN
CONSOLIDATED (INCOME) LOSS - (486,106) - (22,502,893)
----------- ----------- ------------ ------------
NET INCOME (LOSS) $ (66,200) $12,504,701 $ 4,949,743 $ 71,137,449
=========== =========== ============ ============
ALLOCATION OF NET INCOME (LOSS):
General Partner $ - $ - $ 2,721 $ 749,411
=========== =========== ============ ============
Limited Partners $ (66,200) $12,504,701 $ 4,947,022 $ 70,388,038
=========== =========== ============ ============
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT $ (.25) $ 47.84 $ 18.93 $ 269.32
=========== =========== ============ ============
WEIGHTED AVERAGE NUMBER
OF LIMITED PARTNERSHIP
UNITS OUTSTANDING 261,353 261,353 261,353 261,353
=========== =========== ============ ============
The accompanying notes to unaudited consolidated financial statements
are an integral part of these unaudited consolidated statements.
4
CABLE TV FUND 14-B, LTD.
------------------------
(A Limited Partnership)
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
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For the Six Months Ended
June 30,
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1999 1998
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 4,949,743 $ 71,137,449
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Depreciation and amortization 75,588 5,126,136
Gain on sale of cable television system (5,492,858) (97,500,303)
Minority interest in consolidated net income (loss) - 22,502,893
Decrease in trade receivables, net 157,760 1,074,998
Decrease (increase) in deposits, prepaid expenses and deferred charges 316,356 (1,920,133)
Increase in General Partner advances 100,907 365,067
Decrease in trade accounts payable and accrued liabilities and
subscriber prepayments (89,832) (2,966,957)
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Net cash provided by (used in) operating activities 17,664 (2,180,850)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net (19,115) (2,500,630)
Proceeds from sale of cable television system 10,720,400 186,712,500
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Net cash provided by investing activities 10,701,285 184,211,870
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings - 2,010,948
Repayment of debt (25,981) (56,166,967)
Distributions to limited partners (9,985,361) (102,868,006)
Increase in accrued distributions to limited partners - 34,313,575
Distributions to joint venture partner - (25,937,002)
Increase in accrued distribution to joint venture partner - 452,433
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Net cash used in financing activities (10,011,342) (148,195,019)
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Increase in cash 707,607 33,836,001
Cash, beginning of period 23,538 173,628
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Cash, end of period $ 731,145 $ 34,009,629
============ =============
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 2,553 $ 1,746,772
============ =============
The accompanying notes to unaudited consolidated financial statements
are an integral part of these unaudited consolidated statements.
5
CABLE TV FUND 14-B, LTD.
------------------------
(A Limited Partnership)
NOTES TO UNAUDITED CONSOLIDATED 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 14-B, Ltd.
(the "Partnership") at June 30, 1999 and December 31, 1998, its Statements of
Operations for the three and six month periods ended June 30, 1999 and 1998 and
its Cash Flows for the six month periods ended June 30, 1999 and 1998.
The Partnership is a Colorado limited partnership that was formed pursuant
to the public offering of limited partnership interests in the Cable TV Fund 14
Limited Partnership Program (the "Program"), which was sponsored by Jones
Intercable, Inc. (the "General Partner"), to acquire, own and operate cable
television systems in the United States. Cable TV Fund 14-A, Ltd. ("Fund 14-A")
is the other partnership that was formed pursuant to the Program. The
Partnership owned the cable television system serving Littlerock, California
(the "Littlerock System") until its sale on January 29, 1999. The Partnership
owned the cable television system serving Surfside, South Carolina (the
"Surfside System") until its sale on June 30, 1998. The Partnership also owned a
73 percent interest in Cable TV Fund 14-A/B Venture (the "Venture") . The
Venture sold its only asset, the cable television system serving certain areas
in Broward County, Florida (the "Broward System"), on March 31, 1998, and the
Venture was liquidated and dissolved in October 1998. The accompanying financial
statements historically include 100 percent of the accounts of the Partnership
and those of the Venture, reduced by the 27 percent minority interest in the
Venture owned by Fund 14-A. All interpartnership accounts and transactions have
been eliminated.
On April 7, 1999, Comcast Corporation ("Comcast") completed the acquisition
of a controlling interest in the General Partner. As of April 7, 1999, Comcast
owned approximately 12.8 million shares of the General Partner's Class A Common
Stock and approximately 2.9 million shares of the General Partner's Common
Stock, representing approximately 37% of the economic interest and 47% of the
voting interest in the General Partner. Also on that date, Comcast contributed
its shares in the General Partner to Comcast's wholly owned subsidiary, Comcast
Cable Communications, Inc. ("Comcast Cable"). The approximately 2.9 million
shares of Common Stock of the General Partner owned by Comcast represents
approximately 57% of the outstanding Common Stock, which class of stock is
entitled to elect 75% of the Board of Directors of the General Partner. As a
result of this transaction, the General Partner is now a consolidated public
company subsidiary of Comcast Cable.
Also on April 7, 1999, the bylaws of the General Partner were amended to
establish the size of the General Partner's Board of Directors as a range from
eight to thirteen directors and the board was reconstituted so as to have eight
directors and the following directors of the General Partner resigned: Robert E.
Cole, Josef J. Fridman, James J. Krejci, James B. O'Brien, Raphael M. Solot,
Robert Kearney, Howard O. Thrall, Siim Vanaselja, Sanford Zisman and Glenn R.
Jones. In addition, Donald L. Jacobs resigned as a director elected by the
holders of Class A Common Stock and was elected by the remaining directors as a
director elected by the holders of Common Stock. The remaining directors elected
the following persons to fill the vacancies on the board created by such
resignations: Ralph J. Roberts, Brian L. Roberts, John R. Alchin, Stanley Wang
and Lawrence S. Smith. All of the newly elected directors, with the exception of
Mr. Jacobs, are officers of Comcast. Also on April 7, 1999, the following
executive officers of the General Partner resigned: Glenn R. Jones, James B.
O'Brien, Ruth E. Warren, Kevin P. Coyle, Cynthia A. Winning, Elizabeth M.
Steele, Wayne H. Davis and Larry W. Kaschinske. The following persons were
appointed as executive officers of the General Partner on April 7, 1999: Ralph
J. Roberts, Brian L. Roberts, Lawrence S. Smith, John R. Alchin and Stanley
Wang.
Comcast is principally engaged in the development, management and
operation of broadband cable networks and in the provision of content through
programming investments. Comcast Cable is principally engaged in the
development, management and operation of broadband cable networks. The address
of Comcast's principal office is 1500 Market Street, Philadelphia, Pennsylvania
19102-2148, which is also now the address of the General Partner's principal
office. The address of Comcast Cable's principal office is 1201 Market Street,
Suite 2201, Wilmington, Delaware 19801.
(2) On January 29, 1999, the Partnership sold the Littlerock System to a
subsidiary of the General Partner for $10,720,400. The sale was approved by the
holders of a majority of the limited partnership interests of the Partnership.
Upon the closing of the sale of the Littlerock System, the Partnership retained
$1,000,000 of the sale proceeds for a reserve for the administrative expenses of
the Partnership, including expenses that the Partnership may incur related to
pending litigation, repaid all of its indebtedness (including $380,466 in
advances from the General Partner and capital lease obligations of $25,981) and
then distributed the net sale proceeds of $9,985,361 to the Partnership's
limited partners of record as of January 29, 1999. This distribution was made in
February 1999. Such distribution represented approximately $38 for each $500
limited partnership interest, or $76 for each $1,000 invested in the
Partnership. Because the distributions to the limited partners from the sales of
the Broward System, the Surfside System and the Littlerock System did not return
125 percent of the capital initially contributed by the limited partners to the
Partnership, the General Partner did not receive a general partner distribution
from the Littlerock System's sale proceeds.
Taking into account the distributions from prior system sales and the
distribution from the sale of the Littlerock System, the limited partners of the
Partnership have received a total of $432 for each $500 limited partnership
interest, or $864 for each $1,000 invested in the Partnership.
Although the sale of the Littlerock System represented the sale of the only
remaining cable television system of the Partnership, the Partnership will not
be dissolved until after all pending litigation relating to the Partnership is
finally resolved and terminated. (See Part II, Item I).
(3) The General Partner manages 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. Management
fees paid to the General Partner by the Partnership and the Venture for the
three month periods ended June 30, 1999 and 1998 were $-0- and $181,153,
respectively. Management fees paid to the General Partner by the Partnership and
the Venture for the six month periods ended June 30, 1999 and 1998 were $11,854
and $707,957, respectively. The General Partner has not received and will not
receive a management fee after January 29, 1999.
The Partnership will continue to reimburse the 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. Reimbursements made to the General Partner by the Partnership and
the Venture for overhead and administrative expenses for the three month periods
ended June 30, 1999 and 1998 were $35,786 and
6
$215,538, respectively. Reimbursements made to the General Partner by the
Partnership and the Venture for overhead and administrative expenses for the six
month periods ended June 30, 1999 and 1998 were $50,560 and $824,730,
respectively.
7
CABLE TV FUND 14-B, LTD.
------------------------
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
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RESULTS OF OPERATIONS
---------------------
FINANCIAL CONDITION
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The Partnership owned the Littlerock System until its sale on January 29,
1999 and the Surfside System until its sale on June 30, 1998. The Partnership
also owned a 73 percent interest in the Venture until its liquidation and
dissolution in October 1998. The accompanying financial statements historically
include 100 percent of the accounts of the Partnership and those of the Venture,
reduced by the 27 percent minority interest in the Venture owned by Fund 14-A.
On January 29, 1999, the Partnership sold the Littlerock System to a
subsidiary of the General Partner for $10,720,400. The sale was approved by the
holders of a majority of the limited partnership interests of the Partnership.
Upon the closing of the sale of the Littlerock System, the Partnership retained
$1,000,000 of the sale proceeds for a reserve for the administrative expenses of
the Partnership, including expenses that the Partnership may incur related to
pending litigation, repaid all of its indebtedness (including $380,466 in
advances from the General Partner and capital lease obligations of $25,981) and
then distributed the net sale proceeds of $9,985,361 to the Partnership's
limited partners of record as of January 29, 1999. This distribution was made in
February 1999. Such distribution represented approximately $38 for each $500
limited partnership interest, or $76 for each $1,000 invested in the
Partnership. Because the distributions to the limited partners from the sales of
the Broward System, the Surfside System and the Littlerock System did not return
125 percent of the capital initially contributed by the limited partners to the
Partnership, the General Partner did not receive a general partner distribution
from the Littlerock System's sale proceeds.
Taking into account the distributions from prior system sales and the
distribution from the sale of the Littlerock System, the limited partners of the
Partnership have received a total of $432 for each $500 limited partnership
interest, or $864 for each $1,000 invested in the Partnership.
Although the sale of the Littlerock System represented the sale of the only
remaining cable television system of the Partnership, the Partnership will not
be dissolved until after all pending litigation relating to the Partnership is
finally resolved and terminated. (See Part II, Item I).
Because the Partnership has sold all of its assets and further
distributions, if any, will be made to the limited partners of record as of the
closing date of the sale of the Partnership's last remaining cable television
system, new limited partners would not be entitled to any distributions from the
Partnership and transfers of limited partnership interests would have no
economic or practical value. The General Partner therefore has determined, in
accordance with the authority granted to it under Section 3.5 of the
Partnership's limited partnership agreement, that it will not process any
transfers of limited partnership interests in the Partnership during the
remainder of the Partnership's term.
RESULTS OF OPERATIONS
- ---------------------
Due to the Littlerock System sale on January 29, 1999, which was the
Partnership's last remaining operating asset, a full discussion of the results
of operations would not be meaningful. For the period ended June 30, 1999, the
Partnership had total revenues of $237,069 and generated operating income of
$19,245. Other expenses of $559,807 and $2,171,511 incurred during the first six
months of 1999 and 1998, respectively, related to various costs associated with
the sales of the Partnership's and Venture's systems. Because of the gain of
$5,492,858 on the sale of the Littlerock System, the Partnership realized net
income of $4,949,743, or $18.93 per limited partnership unit, for the six months
ended June 30, 1999.
8
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Littlerock Litigation
In June 1999, the General Partner was named a defendant in a case
styled City Partnership Co., derivatively on behalf of Cable TV Fund 14-B, Ltd.,
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plaintiff v. Jones Intercable, Inc., defendant and Cable TV Fund 14-B, Ltd.,
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nominal defendant (U.S. District Court, District of Colorado, Civil Action No.
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99-WM-1051) brought by City Partnership Co., a limited partner of the
Partnership. The plaintiff's complaint alleges that the General Partner breached
its fiduciary duty to the plaintiff and to the other limited partners of the
Partnership in connection with the Partnership's sale of the Littlerock System
to a subsidiary of the General Partner in January 1999. The complaint alleges
that the General Partner acquired the Littlerock System at an unfairly low price
that did not accurately reflect the market value of the Littlerock System. The
plaintiff also alleges that the proxy solicitation materials delivered to the
limited partners of the Partnership in connection with the vote of the limited
partners on the Partnership sale of the Littlerock System contained inadequate
and misleading information concerning the fairness of the transaction, which the
plaintiff claims caused the General Partner to breach its fiduciary duty of
candor to the limited partners and which the plaintiff claims constituted acts
and omissions in violation of Section 14(a) of the Securities Exchange Act of
1934. Plaintiff also claims that the General Partner breached the contractual
provision of the Partnership's limited partnership agreement requiring that the
sale price be determined by the average of three separate, independent
appraisals, challenging both the independence and the currency of the
appraisals. The complaint finally seeks declaratory injunctive relief to prevent
the General Partner from making use of the Partnership's funds to finance the
General Partner's defense of this litigation.
In July 1999, the General Partner filed motions to dismiss the
plaintiff's claims for relief arising from the allegations of a false and
misleading proxy statement under Section 14(a) of the Securities Exchange Act of
1934 and for breach of fiduciary duty on the grounds that Colorado law does not
permit these types of tort claims that are based on the same essential averments
that support the plaintiff's claim of breach of contract or tort claims for
purely economic loss caused by an alleged breach of contract. The General
Partner also asked the court to dismiss the entire action on the grounds that
the court lacks jurisdiction over the subject matter. The General Partner
believes that the procedures followed by it in conducting the vote of the
limited partners of the Partnership on the sale of the Littlerock System,
including the fairness opinion in the proxy statement delivered to the limited
partners of the Partnership, were proper and that the Partnership's sale of the
Littlerock System at a price determined by averaging three separate, independent
appraisals was in accordance with the express provisions of the Partnership's
limited partnership agreement. The General Partner intends to defend this
lawsuit vigorously.
Limited Partnership Tender Offer Litigation
In July 1999, Jones Intercable, Inc., each of its subsidiaries that
serve as general partners of managed public partnerships and most of its managed
public partnerships, including the Partnership, were named defendants in a case
styled Everest Cable Investors, LLC, Everest Properties, LLC, Everest Properties
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II, LLC and KM Investments, LLC, plaintiffs v. Jones Intercable, Inc., et al.,
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defendants (Superior Court, Los Angeles County, State of California, Case No.
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C213638). Plaintiffs, all of which are affiliated with each other, are in the
business of, among other things, investing in limited partnerships that own and
operate cable television systems. Plaintiffs allege that one of the plaintiffs
has been a limited partner or has obtained a valid power-of-attorney from a
limited partner in each of Jones Intercable, Inc.'s managed public partnerships
and that they had formed a coordinated plan amongst themselves to acquire up to
4.9% of the limited partnership interests in each of Jones Intercable, Inc.'s
managed public partnerships during the latter half of 1996. Plaintiffs'
complaint alleges that they were frustrated in this purpose by Jones Intercable,
Inc.'s refusal to provide plaintiffs with lists of the names and addresses of
the limited partners of Jones Intercable, Inc.'s managed public partnerships.
The complaint alleges that Jones Intercable Inc.'s actions constituted a breach
of contract, a breach of Jones Intercable, Inc.'s implied covenant of good faith
and fair dealing owed to the plaintiffs as limited partners, a breach of Jones
Intercable, Inc.'s fiduciary duty owed to the plaintiffs as limited partners and
tortious interference with prospective economic advantage. Plaintiffs allege
that Jones Intercable, Inc.'s failure to provide them with the partnership lists
prevented them from making their tender offers and the plaintiffs claim that
they have been injured by such action in an amount to be proved at trial, but
not less than $17 million. Given the fact that this case was only recently filed
and that the time for Jones Intercable, Inc.'s response to the complaint has not
yet expired, Jones Intercable, Inc. has not yet responded to this complaint.
Jones Intercable, Inc. believes, however, that it and the defendant subsidiaries
and managed public partnerships
9
have defenses to the plaintiffs' claims for relief, and Jones Intercable, Inc.
intends to defend this lawsuit vigorously both on its own behalf and on behalf
of its subsidiaries and its managed public partnerships.
Item 6. Exhibits and Reports on Form 8-K.
a) Exhibits
27) Financial Data Schedule
b) Reports on Form 8-K
Report on Form 8-K dated April 7, 1999, filed on April 15,
1999, reported that on April 7, 1999, Comcast Corporation
completed the acquisition of a controlling interest in the General
Partner.
10
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 14-B, LTD.
BY: JONES INTERCABLE, INC.
General Partner
By: /S/ Lawrence S. Smith
-----------------------------------
Lawrence S. Smith
Principal Accounting Officer
By: /S/ Joseph J. Euteneuer
-----------------------------------
Joseph J. Euteneuer
Vice President (Authorized Officer)
Dated: August 16, 1999
11