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, 2001
[ ] 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: 0-13807
CABLE TV FUND 12-B, LTD
Exact name of registrant as specified in charter
Colorado #84-0969999
- ---------------------------- ----------------------------------
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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CABLE TV FUND 12-B, LTD.
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(A Limited Partnership)
CONDENSED BALANCE SHEET
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(Unaudited)
June 30, December 31,
ASSETS 2001 2000
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Cash $92,275 $140,393
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$92,275 $140,393
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LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
LIABILITIES:
Advances from affiliates..................................................... $6,579 $15,690
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Total liabilities...................................................... 6,579 15,690
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PARTNERS' CAPITAL:
General Partner-
Contributed capital........................................................ 1,000 1,000
Distributions.............................................................. (19,696,268) (19,696,268)
Accumulated earnings....................................................... 19,716,692 19,726,444
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21,424 31,176
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Limited Partners-
Net contributed capital (111,035 units outstanding
at June 30, 2001 and December 31, 2000).................................... 47,645,060 47,645,060
Distributions................................................................ (114,620,017) (114,620,017)
Accumulated earnings......................................................... 67,039,229 67,068,484
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64,272 93,527
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$92,275 $140,393
============== ===============
See notes to condensed financial statements.
1
CABLE TV FUND 12-B, LTD.
------------------------
(A Limited Partnership)
CONDENSED STATEMENT OF OPERATIONS
---------------------------------
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
2001 2000 2001 2000
----------- ----------- ---------- ----------
OTHER INCOME (EXPENSE):
Interest income............................................ $1,491 $1,553
Other, net................................................. (31,751) ($14,579) (40,560) ($32,714)
----------- ----------- ---------- ----------
NET LOSS...................................................... ($30,260) ($14,579) ($39,007) ($32,714)
=========== =========== ========== ==========
ALLOCATION OF NET LOSS:
General Partner............................................ ($7,565) ($3,644) ($9,752) ($8,178)
=========== =========== ========== ==========
Limited Partners........................................... ($22,695) ($10,935) ($29,255) ($24,536)
=========== =========== ========== ==========
NET LOSS PER LIMITED
PARTNERSHIP UNIT........................................... ($0.20) ($0.10) ($0.26) ($0.22)
=========== =========== ========== ==========
WEIGHTED AVERAGE NUMBER OF LIMITED
PARTNERSHIP UNITS OUTSTANDING.............................. 111,035 111,035 111,035 111,035
=========== =========== ========== ==========
See notes to condensed financial statements.
2
CABLE TV FUND 12-B, LTD.
------------------------
(A Limited Partnership)
CONDENSED STATEMENT OF CASH FLOWS
---------------------------------
(Unaudited)
Six Months Ended
June 30,
2001 2000
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss..................................................................... ($39,007) ($32,714)
Adjustments to reconcile net loss to net cash
used in operating activities:
(Decrease) increase in advances from affiliates.......................... (9,111) 32,714
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Net cash used in operating activities.................................. (48,118)
Cash, beginning of period....................................................... 140,393
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Cash, end of period............................................................. $92,275
=========== ============
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid................................................................ $59 $649
=========== ============
See notes to condensed financial statements.
3
CABLE TV FUND 12-B, LTD.
------------------------
(A Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
---------------------------------------
(Unaudited)
(1) The condensed balance sheet as of December 31, 2000 has been condensed from
the audited balance sheet as of that date. The condensed balance sheet as of
June 30, 2001, the condensed statement of operations for the three and six
months ended June 30, 2001 and 2000, and the condensed statement of cash flows
for the six months ended June 30, 2001 and 2000 have been prepared by Cable TV
Fund 12-B, Ltd. (the "Partnership") and have not been audited by the
Partnership's independent auditors. In the opinion of management, all
adjustments necessary to present fairly the financial position, results of
operations and cash flows as of June 30, 2001 and for all periods presented have
been made.
Certain information and note disclosures normally included in the
Partnership's annual financial statements prepared in accordance with accounting
principles generally accepted in the United States have been condensed or
omitted. These condensed financial statements should be read in conjunction with
the financial statements and notes thereto included in the Partnership's
December 31, 2000 Annual Report on Form 10-K filed with the Securities and
Exchange Commission. The results of operations for the periods ended June 30,
2001 are not necessarily indicative of operating results for the full year.
The Partnership owns no properties directly. The Partnership owns a 9%
interest in Cable TV Fund 12-BCD Venture (the "Venture"). The Venture has sold
all of its cable television systems. The Venture was liquidated in October 2000
and therefore, the Partnership has no investment in the Venture at June 30, 2001
or December 31, 2000. The Partnership and the Venture have continued in
existence because of pending litigation in which the Partnership and the Venture
are a party. It cannot be predicted when the Partnership and the Venture will be
dissolved.
(2) The Partnership reimburses its 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 charges were included in Other, net in
the accompanying condensed statement of operations. Reimbursements made to the
general partner by the Partnership for administrative expenses during the three
and six month periods ended June 30, 2001 were $3,030 and $7,487, respectively.
Reimbursements made to the general partner by the Venture for administrative
expenses for the three and six month periods ended June 30, 2000 were $44,770
and $97,690, respectively, of which $4,110 and $8,968, respectively, was
attributable to the Partnership.
4
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
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The Venture was liquidated in October 2000 and therefore, the
Partnership has no investment in the Venture at June 30, 2001. The only asset of
the Partnership at June 30, 2001 was its cash on hand which is being held in
reserve to pay the Partnership's administrative expenses until the Partnership
is dissolved. The Partnership and the Venture have continued in existence
because of pending litigation in which the Partnership and the Venture are a
party. It cannot be predicted when the Partnership and the Venture will be
dissolved.
RESULTS OF OPERATIONS
- ---------------------
The Venture has sold all of its cable television systems and was
liquidated in October 2000. Other expense of $40,560 incurred in the first six
months of 2001 by the Partnership related to various costs associated with the
administration of the Partnership.
Part II - OTHER INFORMATION
Item 1. Legal Proceedings
The Partnership is a nominal defendant in several cases consolidated
under the caption City Partnership Co., derivatively on behalf of Cable TV Fund
14-B, Ltd., plaintiff v. Jones Intercable, Inc., defendant and Cable TV Fund
14-B, Ltd., nominal defendant (U.S. District Court, District of Colorado, Civil
Action No. 99-WM-1051)(consolidated with 99-WM-1155, 99-WM-1702, 99-B-1508,
99-B-1604, 99-B-1751 and 99-B-1778). The plaintiffs in these cases are
challenging the terms of, and the procedures of the limited partner votes
approving, Jones Intercable's acquisitions of the cable television systems
serving Albuquerque, New Mexico, Calvert County, Maryland and Palmdale and
Littlerock, California formerly owned by the Partnership and/or other
partnerships of which Jones Intercable was the general partner. Comcast Cable
Communications, Inc. is the Partnership's current general partner as successor
to Jones Intercable. The cases are presented as both class and derivative
actions. In June 2001, the plaintiffs filed a motion for class certification. In
August 2001, defendant Comcast Cable Communications, Inc. filed a brief in
opposition to plaintiffs' motion for class certification. A hearing on the
motion is scheduled for September 2001. If the plaintiffs' motion for class
certification is denied, the cases would proceed only as derivative actions.
The Partnership was a defendant in a case captioned Everest Cable
Investors, LLC, et al., plaintiffs v. Jones Intercable, Inc., et al., defendants
(Superior Court, Los Angeles County, State of California, Case No. BC 213632)
originally filed in July 1999. Plaintiffs alleged that certain of them formed a
venture to acquire limited partnership interests in the Partnership and that
plaintiffs were frustrated in this purpose by Jones Intercable's alleged refusal
to provide plaintiffs with a list of the names and addresses of the limited
partners of the Partnership. Plaintiffs alleged that their failure to obtain the
partnership list prevented them from making a tender offer for the Partnership's
limited partnership interests causing them economic loss. None of the plaintiffs
is a limited partner of the Partnership but one of the plaintiffs alleged that
it held a power of attorney from a limited partner of the Partnership. The trial
court found that a holder of a power of attorney is not a real party in interest
capable of suing on the rights of the principal and thus dismissed the case
against the Partnership. The plaintiffs have chosen not to appeal this ruling of
the trial court and thus the Partnership is no longer a party to this
litigation.
Item 6. Exhibits and Reports on Form 8-K.
a) Exhibits
None.
b) Reports on Form 8-K
None.
5
SIGNATURE
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: COMCAST CABLE COMMUNICATIONS, INC.
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General Partner
By: /S/ Lawrence J. Salva
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Lawrence J. Salva
Senior Vice President
(Principal Accounting Officer)
Dated: August 13, 2001