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 .
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Commission File Number: 0-13807
CABLE TV FUND 12-B, LTD.
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Exact name of registrant as specified in charter
Colorado #84-0969999
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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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Registrants 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-B, LTD.
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(A Limited Partnership)
UNAUDITED BALANCE SHEETS
------------------------
March 31, December 31,
ASSETS 1999 1998
------ -------------- --------------
Distribution receivable $ - $ 6,134,324
Investment in cable television joint venture 181,609 223,270
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Total assets $ 181,609 $ 6,357,594
============== ==============
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
Accrued distributions $ - $ 6,134,324
-------------- --------------
Total liabilities - 6,134,324
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PARTNERS' CAPITAL:
General Partner-
Contributed capital 1,000 1,000
Distributions (19,696,268) (19,696,268)
Accumulated earnings 19,750,669 19,751,086
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55,401 55,818
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Limited Partners-
Net contributed capital (111,035 units outstanding at
March 31, 1999 and December 31, 1998) 47,645,060 47,645,060
Distributions (114,620,017) (114,620,017)
Accumulated earnings 67,101,165 67,142,409
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126,208 167,452
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Total liabilities and partners' capital $ 181,609 $ 6,357,594
============== ==============
The accompanying notes to unaudited financial statements
are an integral part of these unaudited balance sheets.
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CABLE TV FUND 12-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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EQUITY IN NET LOSS OF CABLE
TELEVISION JOINT VENTURE $(41,661) $(125,171)
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NET LOSS $(41,661) $(125,171)
======== =========
ALLOCATION OF NET LOSS:
General Partner $ (417) $ (1,252)
======== =========
Limited Partners $(41,244) $(123,919)
======== =========
NET LOSS PER LIMITED PARTNERSHIP UNIT $ (.37) $ (1.12)
======== =========
WEIGHTED AVERAGE NUMBER OF LIMITED
PARTNERSHIP UNITS OUTSTANDING 111,035 111,035
======== =========
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
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CABLE TV FUND 12-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 loss $ (41,661) $ (125,171)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Equity in net loss of cable television
joint venture 41,661 125,171
------------ ----------
Net cash provided by operating activities - -
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CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease in distribution receivable 6,134,324 -
Decrease in accrued distributions (6,134,324) -
------------ ----------
Net cash provided by financing activities - -
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Net change in cash - -
Cash, beginning of period - 55,348
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Cash, end of period $ - $ 55,348
============ ==========
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ - $ -
============ ==========
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
4
CABLE TV FUND 12-B, LTD.
-----------------------
(A Limited Partnership)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
---------------------------------------
(1) This Form 10-Q is being filed in conformity with the SEC requirements
for unaudited financial statements and does not contain all of the necessary
footnote disclosures required for a complete presentation of the Balance Sheets
and Statements of Operations and Cash Flows in conformity with generally
accepted accounting principles. However, in the opinion of management, this data
includes all adjustments, consisting only of normal recurring accruals,
necessary to present fairly the financial position of Cable TV Fund 12-B, Ltd.
(the "Partnership") at March 31, 1999 and December 31, 1998 and its Statements
of Operations and Cash Flows for the three month periods ended March 31, 1999
and 1998.
The Partnership owns no properties directly. The Partnership owns a 9
percent interest in Cable TV Fund 12-BCD Venture (the "Venture"). The Venture
owned and operated the cable television systems serving certain 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 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 Partners 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 Comcasts 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 $8,179,098, or 9 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,
5
as a group, received $6,134,324 and the General Partner received $2,044,774. The
limited partners' distribution represented $55 for each $500 limited partnership
interest, or $110 for each $1,000 invested in the Partnership.
Taking into account all distributions that have been made, the
Partnership's limited partners have received $1,032 for each $500 limited
partnership interest, or $2,064 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 Cable TV Fund 12-D, Ltd. ("Fund
12-D"), 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-C and Fund 12-D, 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 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 by the Venture to the General Partner during the three month periods
ended March 31, 1999 and 1998 attributable to the Partnership's 9 percent
interest in the Venture were $-0- and $95,988, respectively. The General Partner
has not received 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 during the three month periods ended March 31, 1999
and 1998 attributable to the Partnership's 9 percent interest in the Venture
were $1,415 and $104,497, respectively.
(5) Summarized financial information regarding the Venture is presented
below.
UNAUDITED BALANCE SHEETS
------------------------
ASSETS March 31, 1999 December 31, 1998
------ -------------- -----------------
Cash $ 2,141,634 $ 69,325,751
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Total assets $ 2,141,634 $ 69,325,751
============== ===============
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
Payables and accrued liabilities $ 163,212 $ 66,893,502
Partners contributed capital 135,490,944 135,490,944
Accumulated earnings 135,588,478 136,042,305
Distributions (269,101,000) (269,101,000)
-------------- ---------------
Total liabilities and partners' capital $ 2,141,634 $ 69,325,751
============== ===============
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UNAUDITED STATEMENTS OF OPERATIONS
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For the Three Months Ended
March 31,
---------------------------------
1999 1998
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Revenues $ - $ 20,912,442
Operating expenses - (11,508,297)
Management fees and allocated overhead - (2,183,929)
Depreciation and amortization - (5,858,534)
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Operating income - 1,361,682
Interest expense - (2,675,112)
Other, net (453,827) (50,084)
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Consolidated loss $ (453,827) $ (1,363,514)
========== ==============
Management fees and reimbursements for overhead and administrative
expenses paid to Jones Intercable, Inc. by the Venture totaled $-0- and $15,419,
respectively, for the three month period ended March 31, 1999, and $1,045,622
and $1,138,307, respectively, for the three month period ended March 31, 1998.
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CABLE TV FUND 12-B, LTD.
-----------------------
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
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FINANCIAL CONDITION
- -------------------
The Partnership owns a 9 percent interest in the Venture. The
Partnership's investment in the Venture is accounted for under the equity
method. The Partnership's investment decreased by $41,661, which represents the
Partnership's share of losses generated by the Venture for the three months
ended March 31, 1999.
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 $8,179,098, or 9 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 $6,134,324 and the
General Partner received $2,044,774. The limited partner's distribution
represented $55 for each $500 limited partnership interest, or $110 for each
$1,000 invested in the Partnership.
Taking into account all distributions that have been made, the
Partnership's limited partners have received $1,032 for each $500 limited
partnership interest, or $2,064 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 Venture and 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.
8
Part II - OTHER INFORMATION
Item 1. Legal Proceedings
In December 1998, City Partnership Co. ("Plaintiff"), a
limited partner of Fund 12-C and Fund 12-D, 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-C and Fund 12-D,
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.
9
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CABLE TV FUND 12-B, LTD.
BY: 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
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