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 0-14206
Cable TV Fund 12-D, LTD.
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Exact name of registrant as specified in charter
Colorado 84-1010423
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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
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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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CABLE TV FUND 12-D, LTD.
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(A Limited Partnership)
UNAUDITED CONSOLIDATED BALANCE SHEETS
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March 31, December 31,
ASSETS 1999 1998
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Cash $ 2,141,634 $ 69,325,751
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Total assets $ 2,141,634 $ 69,325,751
============== ==============
LIABILITIES AND PARTNERS' CAPITAL
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LIABILITIES:
Accounts payable and accrued liabilities $ 163,212 67,751
Accrued distributions - 66,825,751
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Total liabilities 163,212 66,893,502
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MINORITY INTEREST IN JOINT VENTURE 483,867 594,864
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PARTNERS' CAPITAL:
General Partner-
Contributed capital 1,000 1,000
Distributions (21,153,765) (21,153,765)
Accumulated earnings 21,608,685 21,612,113
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455,920 459,348
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Limited Partners-
Net contributed capital (237,339 units outstanding
at March 31, 1999 and December 31, 1998) 102,198,175 102,198,175
Distributions (182,130,796) (182,130,796)
Accumulated earnings 80,971,256 81,310,658
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1,038,635 1,378,037
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Total liabilities and partners' capital $ 2,141,634 $ 69,325,751
============== ==============
The accompanying notes to unaudited consolidated financial statements
are an integral part of these unaudited consolidated balance sheets.
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CABLE TV FUND 12-D, LTD.
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(A Limited Partnership)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
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For the Three Months Ended
March 31,
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1999 1998
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REVENUES $ - $ 20,912,442
COSTS AND EXPENSES:
Operating expenses - 11,508,297
Management fees and allocated overhead from
Jones Intercable, Inc. - 2,183,929
Depreciation and amortization - 5,858,534
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OPERATING INCOME - 1,361,682
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OTHER INCOME (EXPENSE):
Interest expense - (2,675,112)
Other, net (453,827) (50,084)
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Total other income (expense), net (453,827) (2,725,196)
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CONSOLIDATED NET LOSS (453,827) (1,363,514)
MINORITY INTEREST IN CONSOLIDATED NET LOSS 110,997 333,488
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NET LOSS $ (342,830) $ (1,030,026)
========== =============
ALLOCATION OF NET LOSS:
General Partner $ (3,428) $ (10,300)
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Limited Partners $ (339,402) $ (1,019,726)
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NET LOSS PER LIMITED PARTNERSHIP UNIT $ (1.43) $ (4.30)
========== =============
WEIGHTED AVERAGE NUMBER OF LIMITED
PARTNERSHIP UNITS OUTSTANDING 237,339 237,339
========== =============
The accompanying notes to unaudited consolidated financial statements
are an integral part of these unaudited consolidated statements.
3
CABLE TV FUND 12-D, LTD.
-----------------------
(A Limited Partnership)
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
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For the Three Months Ended
March 31,
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1999 1998
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (342,830) $ (1,030,026)
Adjustments to reconcile net loss to net cash provided
by (used in) operating activities:
Depreciation and amortization - 5,858,534
Minority interest in consolidated loss (110,997) (333,488)
Decrease in trade receivables - 350,798
Decrease in deposits, prepaid expenses and
deferred charges - 1,107,649
Increase (decrease) in accounts payable and
accrued liabilities and subscriber prepayments 95,461 (3,297,150)
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Net cash provided by (used in) operating activities (358,366) 2,656,317
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net - (5,727,467)
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Net cash used in investing activities - (5,727,467)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings - 10,000,000
Repayment of debt - (6,035,132)
Decrease in accrued distributions (66,825,751) -
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Net cash provided by (used in) financing activities (66,825,751) 3,964,868
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Increase (decrease) in cash and cash equivalents (67,184,117) 893,718
Cash and cash equivalents, beginning of period 69,325,751 1,742,444
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Cash and cash equivalents, end of period $ 2,141,634 $ 2,636,162
============ ============
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ - $ 4,278,535
============ ============
The accompanying notes to unaudited consolidated financial statements
are an integral part of these unaudited consolidated statements.
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CABLE TV FUND 12-D, LTD.
-----------------------
(A Limited Partnership)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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(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-D, Ltd.
(the "Partnership") at March 31, 1999 and December 31, 1998 and its Statements
of Operations and Cash Flows for the three month periods ended March 31, 1999
and March 31, 1998.
The accompanying consolidated financial statements include 100 percent
of the accounts of the Partnership and those of Cable TV Fund 12-BCD Venture
(the "Venture") reduced by the 24 percent minority interest in the Venture. All
interpartnership accounts and transactions have been eliminated. The Venture
owned and operated the cable television systems serving the areas in and around
Tampa, Florida (the "Tampa System") until its sale on February 28, 1996,
Albuquerque, New Mexico (the "Albuquerque System") until its sale on June 30,
1998 and Palmdale, California (the "Palmdale System") until its sale on December
31, 1998. 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 December 31, 1998, the Venture sold the Palmdale System to a
subsidiary of the General Partner for a sales price of $138,205,200. The Venture
repaid all of its remaining indebtedness, retained $2,500,000 to cover expenses
that the Venture and its constituent partnerships may incur related to pending
litigation, settled working capital adjustments and distributed the remaining
sale proceeds of $89,101,000 to the three constituent partnerships of the
Venture in proportion to their ownership interests in the Venture. The
Partnership received $67,309,253, or 76 percent, of the $89,101,000
distribution, which the Partnership distributed in December 1998 and January
1999 to its partners of record as of
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December 31, 1998. Because the limited partners had already received
distributions in an amount in excess of the capital initially contributed to the
Partnership by the limited partners, the Partnership's portion of the net
proceeds from the Palmdale System's sale were distributed 75 percent to the
limited partners and 25 percent to the General Partner. The limited partners of
the Partnership, as a group, received $50,481,940 and the General Partner
received $16,827,313. The limited partners' distribution represented $213 for
each $500 limited partnership interest, or $426 for each $1,000 invested in the
Partnership.
Taking into account all distributions that have been made, the
Partnership's limited partners have received $767 for each $500 limited
partnership interest, or $1,534 for each $1,000 invested in the Partnership.
Although the sale of the Palmdale System represented the sale of the
only remaining cable television system of the Venture, the Venture and the
Partnership will not be dissolved until after the pending litigation challenging
the Venture's February 1996 sale of the Tampa System to an affiliate of the
General Partner and the recently dismissed litigation challenging the Venture's
December 1998 sale of the Palmdale System to an affiliate of the General Partner
are finally resolved and terminated. These two cases may require the
continuation of the Venture and the Partnership for several years beyond 1999.
(3) In December 1998, City Partnership Co. ("Plaintiff"), a limited partner
of Cable TV Fund 12-C, Ltd. ("Fund 12-C") and the Partnership filed a class
action complaint in the District Court, Arapahoe County, State of Colorado (Case
No. 98-CV-4493) naming the General Partner as defendant. Plaintiff, on its
behalf and on behalf of all other persons who are limited partners of the
Partnership, Cable TV Fund 12-B, Ltd. ("Fund 12-B") and Fund 12-C, challenged
the terms of the sale of the Palmdale System to an affiliate of the General
Partner. The General Partner filed a motion to dismiss the class action
complaint on the grounds that the Plaintiff could only bring the action
derivatively and not as a class action. The court granted the General Partner's
motion to dismiss in April 1999. There can be no assurance, however, that the
Plaintiff will not refile its complaint as a derivative action.
(4) The General Partner manages the Partnership and the Venture and
received 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 the General Partner for the three month
periods ended March 31, 1999 and 1998 were $-0- and $1,045,622, respectively.
The General Partner has not and will not receive a management fee after December
31, 1998.
The Venture 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 Venture. Such
services, and their related costs, are necessary to the administration of the
Venture. Reimbursements made to the General Partner by the Venture for overhead
and administrative expenses for the three month periods ended March 31, 1999 and
1998 were $15,419 an $1,138,307, respectively.
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CABLE TV FUND 12-D, LTD.
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(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
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RESULTS OF OPERATIONS
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FINANCIAL CONDITION
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On December 31, 1998, the Venture sold the Palmdale System to a
subsidiary of the General Partner for a sales price of $138,205,200. The Venture
repaid all of its remaining indebtedness, retained $2,500,000 to cover expenses
that the Venture and its constituent partnerships may incur related to pending
litigation, settled working capital adjustments and distributed the remaining
sale proceeds of $89,101,000 to the three constituent partnerships of the
Venture in proportion to their ownership interests in the Venture. The
Partnership received $67,309,253, or 76 percent, of the $89,101,000
distribution, which the Partnership distributed in December 1998 and January
1999 to its partners of record as of December 31, 1998. Because the limited
partners had already received distributions in an amount in excess of the
capital initially contributed to the Partnership by the limited partners, the
Partnership's portion of the net proceeds from the Palmdale System's sale were
distributed 75 percent to the limited partners and 25 percent to the General
Partner. The limited partners of the Partnership, as a group, received
$50,481,940 and the General Partner received $16,827,313. The limited partners'
distribution represented $213 for each $500 limited partnership interest, or
$426 for each $1,000 invested in the Partnership.
Taking into account all distributions that have been made, the
Partnership's limited partners have received $767 for each $500 limited
partnership interest, or $1,534 for each $1,000 invested in the Partnership.
Although the sale of the Palmdale System represented the sale of the
only remaining cable television system of the Venture, the Venture and the
Partnership will not be dissolved until after the pending litigation challenging
the Venture's February 1996 sale of the Tampa System to an affiliate of the
General Partner and the recently dismissed litigation challenging the Venture's
December 1998 sale of the Palmdale System to an affiliate of the General Partner
are finally resolved and terminated. These two cases may require the
continuation of the Venture and the Partnership for several years beyond 1999.
RESULTS OF OPERATIONS
- ---------------------
Due to the Palmdale System sale on December 31, 1998, which was the
Venture's last remaining operating asset, a discussion of results of operations
would not be meaningful. Other expense of $453,827 incurred in the first quarter
of 1999 related to various costs associated with the sale of the Venture's
systems. The Partnership will be liquidated and dissolved upon the final
resolution of litigation relating to certain of the sales of the Venture's cable
systems.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
In December 1998, City Partnership Co. ("Plaintiff"), a
limited partner of Fund 12-C and the Partnership, filed a class action
complaint in the District Court, Arapahoe County, State of Colorado
(Case No. 98-CV-4493) naming the General Partner as defendant.
Plaintiff, on its behalf and on behalf of all other persons who are
limited partners of the Partnership, Fund 12-B and Fund 12-C,
challenged the terms of the sale of the Palmdale System to an affiliate
of the General Partner. The General Partner filed a motion to dismiss
the class action complaint on the grounds that the Plaintiff could only
bring the action derivatively and not as a class action. The court
granted the General Partner's motion to dismiss in April 1999. There
can be no assurance, however, that the Plaintiff will not refile its
complaint as a derivative action.
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 December 31, 1998, filed in January 1999,
reported that on December 31, 1998 the Venture sold the Palmdale
System to a subsidiary of the General Partner for $138,205,200,
subject to customary closing adjustments.
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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 12-D, LTD.
BY: JONES INTERCABLE, INC.
General Partner
By: /S/ Lawrence S. Smith
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Lawrence S. Smith
Principal Accounting Officer
By: /S/ Joseph J. Euteneuer
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Joseph J. Euteneuer
Vice President (Authorized Officer)
Dated: May 14, 1999
9