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 September 30, 1999.
-------------------
[ ] 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.
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Exact name of registrant as specified in charter
Colorado 84-1091413
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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
_____ _____
CABLE TV FUND 15-A, LTD.
------------------------
(A Limited Partnership)
UNAUDITED BALANCE SHEETS
------------------------
September 30, December 31,
ASSETS 1999 1998
------ ------------- ------------
CASH $ -- $ 727,885
PROCEEDS FROM SALE IN INTEREST-BEARING ESCROW ACCOUNT 5,437,073 --
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 $ 5,437,073 $ 52,283,612
============ ============
The accompanying notes to unaudited financial statements
are an integral part of these unaudited balance sheets.
2
CABLE TV FUND 15-A, LTD.
------------------------
(A Limited Partnership)
UNAUDITED BALANCE SHEETS
------------------------
September 30, December 31,
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) 1999 1998
------------------------------------------- ------------- -------------
LIABILITIES:
Debt $ -- $ 84,097,996
Accounts payable and accrued liabilities 2,743,657 1,635,222
Subscriber prepayments -- 153,037
------------ ------------
Total liabilities 2,743,657 85,886,255
------------ ------------
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 September 30, 1999
and December 31, 1998) 90,575,991 90,575,991
Distributions (82,551,081) --
Accumulated deficit (5,331,494) (122,923,972)
------------ ------------
2,693,416 ( 32,347,981)
------------ ------------
Total liabilities and partners' capital (deficit) $ 5,437,073 $ 52,283,612
============ ============
The accompanying notes to unaudited financial statements
are an integral part of these unaudited balance sheets.
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CABLE TV FUND 15-A, LTD.
------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF OPERATIONS
----------------------------------
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
---------------------------- ----------------------------
1999 1998 1999 1998
------------ ------------ ------------ ------------
REVENUES $ -- $ 10,074,702 $ 6,320,196 $ 30,255,444
COSTS AND EXPENSES:
Operating expenses -- 5,695,081 4,042,268 17,040,264
Management fees and allocated overhead
from General Partner -- 1,062,288 703,302 3,259,036
Depreciation and amortization -- 2,450,661 1,813,974 8,692,930
------------ ------------ ------------ ------------
OPERATING INCOME (LOSS) -- 866,672 (239,348) 1,263,214
------------ ------------ ------------ ------------
OTHER INCOME (EXPENSE):
Interest expense (52,964) (1,541,910) (1,008,803) (4,580,338)
Interest income on escrowed proceeds 59,380 -- 139,073 --
Gain on sale of cable television systems -- -- 120,634,133 --
Other, net (16,354) 10,670 (677,915) 43,259
------------ ------------ ------------ ------------
Total other income (expense), net (9,938) (1,531,240) 119,086,488 (4,537,079)
------------ ------------ ------------ ------------
NET INCOME (LOSS) $ (9,938) $ (664,568) $118,847,140 $ (3,273,865)
============ ============ ============ ============
ALLOCATION OF NET INCOME (LOSS):
General Partner $ -- $ (6,646) $ 1,254,662 $ (32,739)
============ ============ ============ ============
Limited Partners $ (9,938) $ (657,922) $117,592,478 $ (3,241,126)
============ ============ ============ ============
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT $ (.04) $ (3.09) $ 551.63 $ (15.21)
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER
OF LIMITED PARTNERSHIP
UNITS OUTSTANDING 213,174 213,174 213,174 213,174
============ ============ ============ ============
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
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CABLE TV FUND 15-A, LTD.
------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF CASH FLOWS
----------------------------------
For the Nine Months Ended
September 30,
1999 1998
------------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 118,847,140 $(3,273,865)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation and amortization 1,813,974 8,692,930
Gain on sale of cable television systems (120,634,133) --
Decrease in trade receivables, net 495,906 33,706
Increase in deposits, prepaid expenses and
deferred charges (31,849) (422,675)
Increase (decrease) in accounts payable and accrued
liabilities and subscriber prepayments 955,398 (107,497)
Decrease in General Partner advances -- (429,811)
------------- -----------
Net cash provided by operating activities 1,446,436 4,492,788
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net (822,360) (4,383,551)
Franchise costs (9,750) --
Proceeds from sale of cable television system, net
of brokerage fees and escrow 165,306,866 --
------------- -----------
Net cash provided by (used in) investing activities 164,474,756 (4,383,551)
------------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings -- 1,200,000
Repayment of debt (84,097,996) (1,582,267)
Distribution to limited partners (82,551,081) --
------------- -----------
Net cash used in financing activities (166,649,077) (382,267)
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Decrease in cash (727,885) (273,030)
Cash, beginning of period 727,885 771,309
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Cash, end of period $ -- $ 498,279
============= ===========
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 1,610,308 $ 4,604,884
============= ===========
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
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CABLE TV FUND 15-A, 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 15-A, Ltd.
(the "Partnership") at September 30, 1999 and December 31, 1998 and its
Statements of Operations for the three and nine month periods ended September
30, 1999 and 1998 and its Statements of Cash Flows for the nine month periods
ended September 30, 1999 and 1998.
The Partnership owned and operated the cable television systems serving
the communities of Barrington, Elgin, South Elgin, Hawthorn Woods, Kildeer, Lake
Zurich, Indian Creek, Vernon Hills and certain unincorporated areas of Kane and
Lake Counties, all in the State of Illinois (the "Barrington System") and the
cable television system serving the communities of Flossmoor, La Grange, La
Grange Park, Riverside, Indianhead Park, Hazel Crest, Thornton, Lansing,
Matteson, Richton Park, University Park, Crete, Olympia Fields and Western
Springs, all in the State of Illinois (the "South Suburban System"), until they
were sold on February 26, 1999. Jones Intercable, Inc. ("Intercable"), a
publicly held Colorado corporation, is the "General Partner" and manages the
Partnership.
On April 7, 1999, Comcast Corporation ("Comcast") completed the
acquisition of a controlling interest in the General Partner for aggregate
consideration of $706.3 million. Comcast acquired an additional 1.0 million
shares of the General Partner's Class A Common Stock on June 29, 1999 for $50.0
million in a private transaction. Upon completion of these transactions, Comcast
owns approximately 13.8 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 39.6% of the economic interest and 48.3% of the voting
interest in the General Partner. Comcast has contributed its shares in the
General Partner to its wholly owned subsidiary, Comcast Cable Communications,
Inc. ("Comcast Cable"). The approximately 2.9 million shares of Common Stock
owned by Comcast Cable represent shares having the right to elect approximately
75% of the Board of Directors of the General Partner. The General Partner is now
a consolidated public company subsidiary of Comcast Cable.
In connection with Comcast's acquisition of a controlling interest in
the General Partner on April 7, 1999, all of the persons who were executive
officers of the General Partner as of that date terminated their employment with
the General Partner. The General Partner's Board of Directors has elected new
executive officers, each of whom also is an officer of Comcast. As of July 7,
1999, all persons who were employed at the General Partner's former corporate
offices in Englewood, Colorado had terminated their employment with the General
Partner. The General Partner's corporate offices are now located at 1500 Market
Street, Philadelphia, Pennsylvania 19102-2148.
(2) 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, which totaled $84,079,773, paid a
brokerage fee to The Intercable Group, Ltd. ("The Intercable Group"), a wholly
owned subsidiary of Intercable, totaling approximately $4,374,484, representing
2.5 percent of the $174,979,350 sales price, for acting as a broker in this
transaction, 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, the
General Partner 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 will remain in escrow until November 15, 1999 as
security for the Partnership's agreement to indemnify the buyer under the asset
purchase agreement. The Partnership's primary exposure, if any, will relate to
the representations and warranties made
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about the Barrington System and the South Suburban System in the asset purchase
agreement. Any amounts remaining from this indemnity escrow account and not
claimed by the buyer at the end of the escrow period plus interest earned on the
escrowed funds will be returned to the Partnership. From this amount, the
Partnership will pay its remaining liabilities, which totaled $2,743,657 at
September 30, 1999, it will retain funds necessary to cover the administrative
expenses of the Partnership and it will then distribute the balance, if any, to
the Partnership's limited partners.
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 all proceeds from
escrow have been distributed and the pending litigation in which the Partnership
is a named defendant has been resolved and terminated.
(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. The General
Partner has not received and will not receive a management fee after February
26, 1999. Management fees paid to the General Partner by the Partnership for the
three month periods ended September 30, 1999 and 1998 were $-0- and $503,735,
respectively. Management fees paid to the General Partner by the Partnership for
the nine month periods ended September 30, 1999 and 1998 were $316,010 and
$1,512,772, respectively.
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 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 the General Partner for overhead and
administrative expenses for the three month periods ended September 30, 1999 and
1998 were $12,349 and $558,553, respectively. Reimbursements by the Partnership
to the General Partner for overhead and administrative expenses for the nine
month periods ended September 30, 1999 and 1998 were $331,153 and $1,746,264,
respectively.
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CABLE TV FUND 15-A, LTD.
------------------------
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
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, which totaled $84,079,773, paid a
brokerage fee to The Intercable Group totaling approximately $4,374,484,
representing 2.5 percent of the $174,979,350 sales price, for acting as a broker
in this transaction, 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, the
General Partner 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 will remain in escrow until November 15, 1999 as
security for the Partnership's agreement to indemnify the buyer under the asset
purchase agreement. The Partnership's primary exposure, if any, will relate to
the representations and warranties made about the Barrington System and the
South Suburban System in the asset purchase agreement. Any amounts remaining
from this indemnity escrow account and not claimed by the buyer at the end of
the escrow period plus interest earned on the escrowed funds will be returned to
the Partnership. From this amount, the Partnership will pay its remaining
liabilities, which totaled $2,743,657 at September 30, 1999, it will retain
funds necessary to cover the administrative expenses of the Partnership and it
will then distribute the balance, if any, to the Partnership's limited partners.
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 all proceeds from escrow have been
distributed and the pending litigation in which the Partnership is a named
defendant has been resolved and terminated.
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 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
nine months ended September 30, 1999. Other expense of $677,915 incurred during
the nine months ended September 30, 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 $118,847,140. The limited partners' net
income allocation totaled $117,592,478, or $551.63 per limited partnership unit,
for the nine months ended September 30, 1999.
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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
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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 15-A, 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: November 12, 1999
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