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, 1999.
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[_] 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: 0-14906
JONES CABLE INCOME FUND 1-B, LTD.
- --------------------------------------------------------------------------------
Exact name of registrant as specified in charter
Colorado 84-1010417
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State of organization I. R. S. employer I.D. #
1500 Market Street, Philadelphia, PA 19102-2148
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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 ____
___
JONES CABLE INCOME FUND 1-B, LTD.
---------------------------------
(A Limited Partnership)
UNAUDITED BALANCE SHEETS
------------------------
March 31, December 31,
ASSETS 1999 1998
------ ------------- --------------
INVESTMENT IN CABLE TELEVISION JOINT VENTURE $ 33,421 $ 83,879
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Total assets $ 33,421 $ 83,879
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LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
LIABILITIES:
Accounts payable and accrued liabilities $ 69,241 $ 53,197
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Total liabilities 69,241 53,197
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PARTNERS' CAPITAL (DEFICIT):
General Partner-
Contributed capital 1,000 1,000
Accumulated earnings 108,554 109,219
Distributions (110,219) (110,219)
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(665) -
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Limited Partners-
Net contributed capital (83,884 units outstanding
at March 31, 1999 and December 31, 1998) 34,449,671 34,449,671
Accumulated earnings 10,303,396 10,369,233
Distributions (44,788,222) (44,788,222)
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(35,155) 30,682
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Total liabilities and partners' capital (deficit) $ 33,421 $ 83,879
============= ==============
The accompanying notes to unaudited financial statements
are an integral part of these unaudited balance sheets.
2
JONES CABLE INCOME FUND 1-B, LTD.
---------------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF OPERATIONS
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For the Three Months Ended
March 31,
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1999 1998
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OTHER EXPENSE $ (16,044) $ -
EQUITY IN NET INCOME (LOSS) OF CABLE
TELEVISION JOINT VENTURE (50,458) 4,845,793
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NET INCOME (LOSS) $ (66,502) $ 4,845,793
========== ===========
ALLOCATION OF NET INCOME (LOSS):
General Partner $ (665) $ 2,453
========== ===========
Limited Partners $ (65,837) $ 4,843,340
========== ===========
NET INCOME (LOSS) PER LIMITED PARTNERSHIP UNIT $ (.78) $ 57.74
========== ===========
WEIGHTED AVERAGE NUMBER OF LIMITED
PARTNERSHIP UNITS OUTSTANDING 83,884 83,884
========== ===========
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
3
JONES CABLE INCOME FUND 1-B, LTD.
---------------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF CASH FLOWS
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For the Three Months Ended
March 31,
----------------------------
1999 1998
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (66,502) $ 4,845,793
Adjustments to reconcile net income (loss) to net ----------- ------------
cash provided by operating activities:
Equity in net (income) loss of cable television
joint venture 50,458 (4,845,793)
Increase in accounts payable and accrued liabilities 16,044 -
----------- ------------
Net cash provided by operating activities - -
----------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Distribution from cable television joint venture - 4,374,700
----------- ------------
Net cash provided by investing activities - 4,374,700
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CASH FLOWS FROM FINANCING ACTIVITIES:
Distribution to limited partners - (4,374,700)
----------- ------------
Net cash used in financing activities - (4,374,700)
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Net change in cash - -
Cash, beginning of period - 145
----------- ------------
Cash, end of period $ - $ 145
=========== ============
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ - $ -
=========== ============
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
4
JONES CABLE INCOME FUND 1-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 Jones Cable Income Fund 1-
B, Ltd. (the "Partnership") at March 31, 1999 and December 31, 1998 and its
results of operations and cash flows for the three month periods ended March 31,
1999 and 1998. Results of operations for this period are not necessarily
indicative of results to be expected for the full year.
The Partnership owns a 40 percent interest in Jones Cable Income Fund
1-B/C Venture (the "Venture"). The Venture owns and operates the cable
television system serving Myrtle Creek, Oregon (the "Myrtle Creek System").
Jones Cable Income Fund 1-C, Ltd. ("Fund 1-C") owns a 60 percent interest in the
Venture. Jones Intercable, Inc., a publicly held Colorado corporation, is the
"General Partner" and manages the Partnership and the Venture.
On April 7, 1999, Comcast Corporation ("Comcast") completed the
acquisition of a controlling interest in the General Partner. Comcast now owns
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 September 9, 1998, the Venture entered into an asset purchase
agreement providing for the sale of the Myrtle Creek System to an unaffiliated
party for a sales price of $10,000,000, subject to customary closing
adjustments. The closing of this transaction, which is expected to occur in the
second quarter of 1999, is subject to the consents of governmental authorities
and third parties with whom the Venture has contracted that are necessary for
the transfer of the Myrtle Creek System. Because the sale of the Myrtle Creek
System represents a sale of all of the remaining assets of the Partnership and
Fund 1-C, a vote of the limited partners of the Partnership and a vote of the
limited partners of Fund 1-C will be required to approve this sale. The General
Partner expects to conduct these votes in the second quarter of 1999.
5
Upon consummation of the proposed sale of the Myrtle Creek System,
based upon financial information as of March 31, 1999, the Venture will pay a
$250,000 brokerage fee to The Intercable Group, Ltd. ("The Intercable Group"), a
subsidiary of the General Partner, representing 2.5 percent of the sales price,
for acting as a broker in the transaction, repay the balance outstanding on the
Venture's credit facility of $2,400,000, settle working capital adjustments and
deposit $500,000 into an indemnity escrow account. The remaining net sales
proceeds of approximately $6,085,000 will be distributed 40 percent to the
Partnership and 60 percent to Fund 1-C. The Partnership will receive
approximately $2,420,000 and Fund 1-C will receive approximately $3,665,000. The
Partnership, in turn, will distribute the $2,420,000 (an approximate return of
$29 for each $500 limited partnership interest, or $58 for each $1,000 invested
in the Partnership) to the limited partners of the Partnership. Because the
distribution to the limited partners of the Partnership together with all prior
distributions will not return the amount initially contributed by the limited
partners to the Partnership plus the limited partners' liquidation preference
provided by the Partnership's limited partnership agreement, the General Partner
will not receive a general partner distribution from the sale proceeds.
For a period of one year following the closing date, $500,000 of the
sale proceeds will remain in escrow as security for the Venture's agreement to
indemnify the purchaser under the asset purchase agreement. The Venture's
primary exposure, if any, will relate to the representations and warranties made
about the Myrtle Creek 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 one-year escrow period plus interest earned on the escrowed funds
will be returned to the Venture. From this amount, the Venture will pay its
remaining liabilities and the Venture will then distribute the balance to its
partners. Since the Myrtle Creek System represents the only operating asset of
the Venture, and the Partnership's interest in the Venture represents its only
asset, the Partnership and the Venture will be liquidated and dissolved upon the
final distribution of any amounts remaining from the indemnity escrow account,
most likely in the third quarter of 2000.
(3) On January 9, 1998, the Venture sold the cable television system
serving Clearlake and Lakeport, California (the "Clearlake System") to an
unaffiliated party. The Venture repaid a portion of its indebtedness, settled
working capital adjustments, deposited $300,000 into an indemnity escrow account
and distributed the remaining net sale proceeds to the Partnership and Fund 1-C.
The indemnity escrow period expired on January 9, 1999, and all of the $300,000
indemnity escrow amount plus $14,977 of interest was returned to the Venture.
The Venture has distributed these funds 40 percent to the Partnership and 60
percent to Fund 1-C. The Partnership anticipates that its portion of the
indemnity escrow amount will be included with the distribution to be made to the
limited partners from the sale of the Myrtle Creek System, which is anticipated
to be made in the third quarter of 1999.
(4) Financial information regarding the Venture is presented below.
UNAUDITED BALANCE SHEETS
------------------------
ASSETS March 31, 1999 December 31, 1998
------ -------------- -----------------
Cash and accounts receivable $ 76,393 $ 127,614
Investment in cable television properties 3,142,936 3,265,432
Other assets 104,540 450,504
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Total assets $ 3,323,869 $ 3,843,550
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LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
Debt $ 2,413,939 $ 2,417,756
Accounts payable and accrued liabilities 815,344 1,204,333
Partners' contributed capital, net (14,973,692) (14,973,692)
Accumulated earnings 15,068,278 15,195,153
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Total liabilities and partners' capital $ 3,323,869 $ 3,843,550
============== =================
6
UNAUDITED STATEMENTS OF OPERATIONS
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For the Three Months Ended
March 31,
--------------------------
1999 1998
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Revenues $ 607,350 $ 3,109,910
Operating expenses 371,932 1,932,314
Management fees and allocated overhead
from Jones Intercable, Inc. 73,792 344,840
Depreciation and amortization 198,524 1,092,550
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Operating loss (36,898) (259,794)
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Interest expense (50,574) (144,279)
Gain on sale of cable television system - 12,638,349
Other, net (39,403) (49,733)
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Net income (loss) $ (126,875) $ 12,184,543
========== ============
The General Partner manages the Partnership and the Venture and
receives a fee for its services equal to 5 percent of the gross revenues of the
Venture, excluding revenues from the sale of cable television systems or
franchises. Management fees paid to Jones Intercable, Inc. by the Venture
totaled $30,368 and $155,496, respectively, for the three months ended March 31,
1999 and 1998.
The Venture reimburses the General Partner for certain allocated
overhead and administrative expenses. These expenses represent the salaries and
related benefits paid for corporate personnel, rent, data processing services
and other corporate facilities costs. Such personnel provide engineering,
marketing, administrative, accounting, legal and investor relations services to
the Venture. Such services, and their related costs, are necessary to the
operations of the Venture and would have been incurred by the Venture if it was
a stand alone entity. Allocations of personnel costs are based primarily on
actual time spent by employees of the General Partner with respect to each
entity managed. Remaining expenses are allocated based on the pro rata
relationship of the Venture's revenues to the total revenues of all systems
owned or managed by the General Partner and certain of its subsidiaries. Systems
owned by the General Partner and all other systems owned by partnerships for
which Jones Intercable, Inc. is the general partner are also allocated a
proportionate share of these expenses. The General Partner believes that the
methodology of allocating overhead and administrative expenses is reasonable.
Reimbursements for overhead and administrative expenses paid by the Venture
totaled $43,424 and $189,344, respectively, for the three months ended March 31,
1999 and 1998.
7
JONES CABLE INCOME FUND 1-B, LTD.
---------------------------------
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
FINANCIAL CONDITION
- -------------------
The Partnership owns a 40 percent interest in the Venture. This
investment is accounted for under the equity method. When compared to the
December 31, 1998 balance, this investment has decreased by $50,458. This
decrease represents the Partnership's proportionate share of losses in 1999.
On September 9, 1998, the Venture entered into an asset purchase
agreement providing for the sale of the Myrtle Creek System to an unaffiliated
party for a sales price of $10,000,000, subject to customary closing
adjustments. The closing of this transaction, which is expected to occur in the
second quarter of 1999, is subject to the consents of governmental authorities
and third parties with whom the Venture has contracted that are necessary for
the transfer of the Myrtle Creek System. Because the sale of the Myrtle Creek
System represents a sale of all of the remaining assets of the Partnership and
Fund 1-C, a vote of the limited partners of the Partnership and a vote of the
limited partners of Fund 1-C will be required to approve this sale. The General
Partner expects to conduct these votes in the second quarter of 1999.
Upon consummation of the proposed sale of the Myrtle Creek System,
based upon financial information as of March 31, 1999, the Venture will pay a
$250,000 brokerage fee to The Intercable Group representing 2.5 percent of the
sales price, for acting as a broker in the transaction, repay the balance
outstanding on the Venture's credit facility of $2,400,000, settle working
capital adjustments and deposit $500,000 into an indemnity escrow account. The
remaining net sales proceeds of approximately $6,085,000 will be distributed 40
percent to the Partnership and 60 percent to Fund 1-C. The Partnership will
receive approximately $2,420,000 and Fund 1-C will receive approximately
$3,665,000. The Partnership, in turn, will distribute the $2,420,000 (an
approximate return of $29 for each $500 limited partnership interest, or $58 for
each $1,000 invested in the Partnership) to the limited partners of the
Partnership. Because the distribution to the limited partners of the Partnership
together with all prior distributions will not return the amount initially
contributed by the limited partners to the Partnership plus the limited
partners' liquidation preference provided by the Partnership's limited
partnership agreement, the General Partner will not receive a general partner
distribution from the sale proceeds.
For a period of one year following the closing date, $500,000 of the
sale proceeds will remain in escrow as security for the Venture's agreement to
indemnify the purchaser under the asset purchase agreement. The Venture's
primary exposure, if any, will relate to the representations and warranties made
about the Myrtle Creek 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 one-year escrow period plus interest earned on the escrowed funds
will be returned to the Venture. From this amount, the Venture will pay its
remaining liabilities and the Venture will then distribute the balance to its
partners. Since the Myrtle Creek System represents the only operating asset of
the Venture, and the Partnership's interest in the Venture represents its only
asset, the Partnership and the Venture will be liquidated and dissolved upon the
final distribution of any amounts remaining from the indemnity escrow account,
most likely in the third quarter of 2000.
On January 9, 1998, the Venture sold the Clearlake System to an
unaffiliated party. The Venture repaid a portion of its indebtedness, settled
working capital adjustments, deposited $300,000 into an indemnity escrow account
and distributed the remaining net sale proceeds to the Partnership and Fund 1-C.
The indemnity escrow period expired on January 9, 1999, and all of the $300,000
indemnity escrow amount plus $14,977 of interest was returned to the Venture.
The Venture has distributed these funds 40 percent to the Partnership and 60
percent to Fund 1-C. The Partnership anticipates that its portion of the
indemnity escrow amount will be included with the distribution to be made to the
limited partners from the sale of the Myrtle Creek System, which is anticipated
to be made in the third quarter of 1999.
During the first three months of 1999, capital expenditures within the
Myrtle Creek System totaled approximately $59,000. Approximately 95 percent of
these expenditures was for the construction of service drops to subscribers'
homes. The remainder was for other capital expenditures used to maintain the
value of the Myrtle Creek System. Funding for these expenditures was provided by
cash on hand. Anticipated capital expenditures for the remainder of 1999 are
approximately $8,000. These capital expenditures will be used to maintain the
value of the Myrtle Creek System until it is sold. Funding for these
expenditures is expected to come from cash on hand and cash generated from
operations. The Venture is obligated to conduct its business in the ordinary
course until the Myrtle Creek System is sold.
8
During 1998, the Venture utilized proceeds from the sales of its cable
television systems to repay balances outstanding on its credit facility. On
November 5, 1998, the commitment on the credit facility was reduced to
$3,000,000. At March 31, 1999, the Venture's credit facility had $2,400,000
outstanding, leaving $600,000 available for future borrowings. This balance will
be repaid in full upon the sale of the Venture's Myrtle Creek System. If the
balance remains unpaid until September 30, 2000, the maximum amount available
begins to reduce quarterly until June 30, 2005 when the amount available will be
zero. Interest on outstanding principal is calculated at the Venture's option of
the Base Rate plus 1/8 percent, or the Euro-Rate plus 1 1/8 percent. The
effective interest rate on amounts outstanding as of March 31, 1999 and 1998 was
6.06 percent and 6.81 percent, respectively.
The Venture has sufficient sources of capital available from cash on
hand, cash generated from operations and from borrowings available under its
credit facility to meet its anticipated needs until the Myrtle Creek System is
sold.
RESULTS OF OPERATIONS
- ---------------------
Revenues of the Venture decreased $2,502,560, or approximately 80
percent, to $607,350 for the three months ended March 31, 1999 from $3,109,910
for the comparable 1998 period. This decrease was a result of the sale of the
Clearlake System, the cable television system serving Three Rivers, Schoolcraft,
Vicksburg, Constantine, White Pigeon, Dowagiac, Watervliet and Vandalia, all in
the State of Michigan (the "Southwestern Michigan System") and the cable
television system serving South Sioux City, Nebraska (the "South Sioux City
System"). Disregarding the effect of these sales, revenues would have decreased
$3,608, or approximately 1 percent, to $607,350 in 1999 from $610,958 in 1998.
This decrease in revenues was primarily due to a decrease in the number of basic
subscribers. The number of basic subscribers in the Myrtle Creek System totaled
6,529 at March 31, 1999 compared to 6,568 at March 31, 1998, a decrease of
approximately 1 percent. No other single factor significantly affected the
decrease in revenues.
Operating expenses consist primarily of costs associated with the
operation and administration of the Venture's cable television systems. The
principal cost components are salaries paid to system personnel, programming
expenses, professional fees, subscriber billing costs, rent for leased
facilities, cable system maintenance expenses and marketing expenses.
Operating expenses decreased $1,560,382, or approximately 81 percent,
to $371,932 for the quarter ended March 31, 1999 from $1,932,314 for the
comparable 1998 period. This decrease was a result of the sale of the Clearlake
System, the Southwestern Michigan System and the South Sioux City System.
Disregarding the effect of these sales, operating expenses would have increased
$30,708, or approximately 9 percent, to $371,932 in 1999 from $341,224 in 1998.
This increase in operating expenses was due primarily to increases in
programming fees. Operating expenses represented 61 percent and 56 percent of
revenues for the first quarter of 1999 and 1998, respectively. No other
individual factor was significant to the increase in operating expenses.
Management fees and allocated overhead from the General Partner
decreased $271,048, or approximately 79 percent, to $73,792 for the quarter
ended March 31, 1999 from $344,840 for the comparable 1998 period. This decrease
was a result of the sale of the Clearlake System, the Southwestern Michigan
System and the South Sioux City System. Disregarding the effect of these sales,
management fees and allocated overhead from the General Partner would have
decreased $4,370, or approximately 6 percent, to $73,792 in 1999 from $78,162 in
1998. This decrease was primarily due to a decrease in expenses allocated from
the General Partner.
Depreciation and amortization expense decreased $894,026, or
approximately 82 percent, to $198,524 for the three months ended March 31, 1999
from $1,092,550 for the comparable 1998 period. This decrease was a result of
the sale of the Clearlake System, the Southwestern Michigan System and the South
Sioux City System. Disregarding the effect of these sales, depreciation and
amortization expense would have decreased $1,984, or approximately 1 percent, to
$198,524 in 1999 from $200,508 in 1998.
The Venture's operating loss decreased $222,896, or approximately 86
percent, to $36,898 for the quarter ended March 31, 1999 from $259,794 for the
comparable 1998 period. This decrease was a result of the sale of the Clearlake
System, the Southwestern Michigan System and the South Sioux City System.
Disregarding the effect of these sales, the Venture's operating loss would have
increased $27,962 to $36,898 in 1999 compared to $8,936 in 1998. This increase
was a result of the decrease in operating cash flow exceeding the decrease in
management fees and allocated overhead from the General Partner and the decrease
in depreciation and amortization expense.
9
Interest expense decreased $93,705, or approximately 65 percent, to
$50,574 for the quarter ended March 31, 1999 from $144,279 for the comparable
1998 period. This decrease was primarily due to lower outstanding balances on
the Venture's interest bearing obligations during 1999.
The Venture did not report a gain on sale of cable television system in
the first quarter of 1999. The Venture reported a gain on the sale of the
Clearlake System of $12,638,349 in the first quarter of 1998.
The Venture reported a net loss of $126,875 for the three months ended
March 31, 1999 compared to net income of $12,184,543 for the similar 1998
period. This change was primarily due to the gain on the sale of the Clearlake
System in 1998.
10
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.
11
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.
JONES CABLE INCOME FUND 1-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: May 14, 1999
12