FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2001
OR
[_] 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: 0-15378
CABLE TV FUND 14-A, LTD.
(Exact name of registrant as specified in its charter)
Colorado 84-1024657
- ---------------------------------------- -------------------------------------
State of organization (IRS Employer Identification No.)
c/o Comcast Corporation
1500 Market Street,
Philadelphia, PA 19102-2148 (215) 665-1700
- ---------------------------------------- -------------------------------------
(Address of principal executive office (Registrant's telephone no.
and Zip Code) including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Interests
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
registrants were required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days:
Yes X No
------ -------
Aggregate market value of the voting stock held by non-affiliates of the
registrant: [Not applicable]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405) is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]
DOCUMENTS INCORPORATED BY REFERENCE: None
CABLE TV FUND 14-A, LTD.
2001 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
PART I
Item 1 Business.......................................................... 1
Item 2 Properties........................................................ 1
Item 3 Legal Proceedings................................................. 1
Item 4 Submission of Matters to a Vote of Security Holders............... 2
PART II
Item 5 Market for the Registrant's Common Stock and Related Security
Holder Matters.................................................... 3
Item 6 Selected Financial Data........................................... 3
Item 7 Management's Discussion and Analysis of Financial Condition
and Results of Operations......................................... 3
Item 8 Financial Statements.............................................. 4
Item 9 Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.......................................... 16
PART III
Item 10 Directors and Executive Officers of the Registrant................ 16
Item 11 Executive Compensation............................................ 16
Item 12 Security Ownership of Certain Beneficial Owners and Managers...... 16
Item 13 Certain Relationships and Related Transactions.................... 17
Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K... 17
SIGNATURES................................................................... 18
This Annual Report on Form 10-K is for the year ending December 31, 2001.
This Annual Report modifies and supersedes documents filed by the Partnership
prior to the filing of this Annual Report. The Securities and Exchange
Commission (the "SEC") allows the Partnership to "incorporate by reference" into
this Annual Report information that it files with the SEC, which means that the
Partnership can disclose important information to limited partners by referring
them directly to those documents. Information incorporated by reference is
considered to be part of this Annual Report. In addition, information that the
Partnership files with the SEC in the future will automatically update and
supersede information contained in this Annual Report. Certain information
contained in this Annual Report contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. All statements,
other than statements of historical facts, included in this Annual Report that
address activities, events or developments that the Partnership or the General
Partner expects, believes or anticipates will or may occur in the future are
forward-looking statements. These forward-looking statements are based upon
certain assumptions and are subject to risks and uncertainties. Actual events or
results may differ from those discussed in the forward-looking statements as a
result of various factors.
PART I.
ITEM 1. BUSINESS
The Partnership. Cable TV Fund 14-A, Ltd. (the "Partnership") is a Colorado
limited partnership. Comcast Cable Communications, Inc. ("Comcast Cable"), a
Delaware corporation, is the General Partner of the Partnership (the "General
Partner"). The Partnership was formed for the purpose of acquiring and operating
cable television systems. The Partnership has sold all of its cable television
systems.
General Partner. On April 7, 1999, Comcast Corporation ("Comcast")
completed the acquisition of a controlling interest in Jones Intercable, Inc.
("Jones Intercable"), the Partnership's General Partner until March 2, 2000. In
December 1999, Comcast and Jones Intercable entered into a definitive merger
agreement pursuant to which Comcast agreed to acquire all of the outstanding
shares of Jones Intercable not yet owned by Comcast. On March 2, 2000, Jones
Intercable was merged with and into Comcast JOIN Holdings, Inc., a wholly owned
subsidiary of Comcast. As a result of this transaction, Jones Intercable no
longer exists and Comcast JOIN Holdings, Inc. continued as the surviving
corporation of the merger. On August 1, 2000, Comcast JOIN Holdings, Inc. was
merged with and into Comcast Cable, a wholly owned subsidiary of Comcast.
Comcast Cable is now the General Partner of the Partnership. References in this
Annual Report to "the General Partner" refer to Comcast Cable. The General
Partner shares corporate offices with Comcast at 1500 Market Street,
Philadelphia, Pennsylvania 19102-2148.
ITEM 2. PROPERTIES
As of December 31, 2001, the Partnership did not own any cable television
systems.
ITEM 3. LEGAL PROCEEDINGS
Litigation Challenging Jones Intercable's Acquisition of the Calvert County
System
In August 1999, Jones Intercable was named a defendant in a case captioned
Gramercy Park Investments, LP, Cobble Hill Investments, LP and Madison/AG
Partnership Value Partners II, plaintiffs v. Jones Intercable, Inc. and Glenn R.
Jones, defendants, and Cable TV Fund 12-B, Ltd., Cable TV Fund 12-C, Ltd., Cable
TV Fund 12-D, Ltd., Cable TV Fund 14-A, Ltd. and Cable TV Fund 14-B, Ltd.,
nominal defendants (U.S. District Court, District of Colorado, Civil Action No.
99-B-1508) (the "Gramercy Park" case) brought as a class and derivative action
by limited partners of the named partnerships. The plaintiffs' complaint alleges
that the defendants made false and misleading statements to the limited partners
of the named partnerships in connection with the solicitation of proxies and the
votes of the limited partners on the sales of the Palmdale System, the
Albuquerque, New Mexico cable communications system (the "Albuquerque System"),
the Littlerock, California cable communications system (the "Littlerock System")
and the Calvert County, Maryland cable communications system (the "Calvert
County System") by the named partnerships to Jones Intercable or one of its
subsidiaries in violation of Sections 14 and 20 of the Securities Exchange Act
of 1934, as amended. The plaintiffs specifically allege that the proxy
statements delivered to the limited partners in connection with the limited
partners' votes on these sales were false, misleading and failed to disclose
material facts necessary to make the statements made not misleading. The
plaintiffs' complaint also alleges that the defendants breached their fiduciary
duties to the plaintiffs and to the other limited partners of the named
partnerships and to the named partnerships in connection with the various sales
of the Albuquerque System, the Palmdale System, the Littlerock System and the
Calvert County System to subsidiaries of Jones Intercable. The complaint alleges
that Jones Intercable acquired these cable communications systems at unfairly
low prices that did not accurately reflect the market values of the systems. The
plaintiffs seek on their own behalf and on behalf of all other limited partners
compensatory and nominal damages, the costs and expenses of the litigation,
including reasonable attorneys' and experts' fees, and punitive and exemplary
damages.
In September 1999, Jones Intercable was named a defendant in a case
captioned Mary Schumacher, Charles McKenzie and Geraldine Lucas, plaintiffs v.
Jones Intercable, Inc. and Glenn R. Jones, defendants and Cable TV Fund 12-B,
Ltd., Cable TV Fund 12-C, Ltd., Cable TV Fund 12-D, Ltd., Cable TV Fund 14-A,
Ltd. and Cable TV Fund 14-B, Ltd., nominal defendants (U.S. District Court,
District of Colorado, Civil Action No. 99-WM-1702) ("Schumacher") brought as a
class and derivative action by three limited partners of the named partnerships.
The substance of the Schumacher plaintiffs' complaint is similar to the
allegations raised in the Gramercy Park case.
In September 1999, Jones Intercable was named a defendant in a case
captioned Robert Margolin, Henry Wahlgren and Joan Wahlgren, plaintiffs v. Jones
Intercable, Inc. and Glenn R. Jones, defendants and Cable TV Fund 12-B, Ltd.,
Cable TV Fund 12-C, Ltd., Cable TV Fund 12-D, Ltd., Cable TV Fund 14-A, Ltd. and
Cable TV Fund 14-B, Ltd., nominal defendants (U.S. District Court, District of
Colorado, Civil Action No. 99-B-1778) ("Margolin") brought as a class and
derivative action by three limited partners of the named partnerships. The
substance of the Margolin plaintiffs' complaint is similar to the allegations
raised in the Gramercy Park case.
In November 1999, the United States District Court for the District of
Colorado entered an order consolidating all of the cases challenging Jones
Intercable's acquisitions of the Albuquerque, Palmdale, Littlerock and Calvert
County Systems because these cases involve common questions of law and fact. The
cases are presented as both class and derivative actions. In June 2001, the
plaintiffs filed a motion for class certification. In August 2001, the General
Partner filed a brief in opposition to plaintiffs' motion for class
certification. A hearing on the motion was held in October 2001. If the
plaintiffs' motion for class certification is denied, the cases would proceed
only as derivative actions.
The General Partner believes that the defendants have defenses to the
plaintiffs' claims for relief and challenges to the plaintiffs' claims for
damages, and the General Partner intends to defend these lawsuits vigorously.
Litigation Relating to Limited Partnership List Requests
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 chose not to appeal this ruling of the
trial court and thus the Partnership is no longer a party to this litigation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
2
PART II.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY
HOLDER MATTERS
While the Partnership is publicly held, there is no public market for the
limited partnership interests, and it is not expected that a market will develop
in the future. As of December 31, 2001, the number of equity security holders in
the Partnership was 11,234.
ITEM 6. SELECTED FINANCIAL DATA
For the Year Ended December 31,
----------------------------------------------------------------------------
Cable TV Fund 14-A, Ltd. 2001 2000 1999 1998 1997
- ------------------------ ---------- ---------- ---------- --------- ----------
Revenues................................ $ $ $9,552,731 $23,458,429 $26,642,247
Depreciation and Amortization........... 3,386,239 8,662,922 10,111,635
Operating Loss ......................... (1,821,096) (3,048,163) (2,713,383)
Equity in Net Income (Loss) of Cable
Television Joint Venture............. 22,599,271 (626,089)
Net Income (Loss)....................... 64,353 433,536 49,772,176 (1) 18,214,158 (2) 62,735,041 (3)
Net Income (Loss) per Limited
Partnership Unit...................... .30 2.03 276.97 (1) 113.54 (2) 387.70 (3)
Weighted Average Number of Limited
Partnership Units Outstanding........ 160,000 160,000 160,000 160,000 160,000
General Partner's Capital (Deficit)..... 455,292 2,314,204 2,205,820 (24,635) (72,389)
Limited Partners' Capital (Deficit)..... 1,365,877 6,942,612 6,617,460 11,949,739 19,267,904
Total Assets............................ 2,459,801 9,955,311 19,839,463 38,472,721 44,982,801
Debt.................................... 23,432,210 22,773,095
Advances from Affiliates................ 6,132 40,656 6,205,737 365,829 489,313
<FN>
(1) Net income resulted primarily from the sales of the cable television system
serving Buffalo, Minnesota (the "Buffalo System") in March 1999, the cable
television system serving Naperville, Illinois (the "Naperville System") in
May 1999 and the cable television system serving Calvert County, Maryland
(the "Calvert County System") in July 1999 by Cable TV Fund 14-A, Ltd.
(2) Net income resulted primarily from the sale of the cable television system
serving Broward County, Florida (the Broward System) in March 1998 by Cable
TV Fund 14-A/B Venture.
(3) Net income resulted primarily from the sales of the cable television system
serving Turnersville, New Jersey (the "Turnersville System") in January
1997 and the cable television system serving areas in central Illinois (the
"Central Illinois System") in June 1997 by Cable TV Fund 14-A, Ltd.
</FN>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion contains, in addition to historical information,
forward-looking statements that are based upon certain assumptions and are
subject to a number of risks and uncertainties.
FINANCIAL CONDITION
The Partnership sold its Buffalo System in March 1999, its Naperville
System in May 1999 and its Calvert County System in July 1999, which represented
its remaining operating assets. The only assets of the Partnership at December
31, 2001 was its cash on hand of approximately $2,456,000 and interest
receivable of approximately $4,000. A portion of the Partnership's cash balance
is being held in reserve to pay the administrative expenses of the Partnership
until the Partnership is dissolved. The Partnership distributed $7,500,000 of
its cash on hand to its partners on March 15, 2001. The limited partners
received $5,625,000 and the General Partner received a general partner
distribution of $1,875,000.
3
Taking into account all distributions that had been made at December 31,
2001, the Partnership's limited partners have received approximately $721 for
each $500 limited partnership interest, or $1,442 for each $1,000 invested in
the Partnership.
RESULTS OF OPERATIONS
The Partnership has sold all of its cable television systems and therefore,
a full discussion of the results of operations would not be meaningful. Interest
income incurred in 2001 and 2000 of $200,661 and $699,961, respectively, was
earned on the cash balance on hand. Administrative and other expense, net of
$136,308 and $266,425 incurred in 2001 and 2000, respectively, related to
various costs associated with the administration of the Partnership. The
Partnership is expected to be dissolved when the remaining litigation against it
is concluded. Until that time, administrative expenses will continue to be
incurred.
ITEM 8. FINANCIAL STATEMENTS
The audited financial statements of the Partnership as of December 31, 2001
and 2000 and for the three years in the period ended December 31, 2001 follow.
4
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
- ----------------------------------------
To the Partners of Cable TV Fund 14-A, Ltd.:
We have audited the accompanying balance sheet of CABLE TV FUND 14-A, LTD.
(a Colorado limited partnership) as of December 31, 2001 and 2000, and the
related statements of operations, partners' capital and cash flows for each of
the three years in the period ended December 31, 2001. These financial
statements are the responsibility of the general partner's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Cable TV Fund 14-A, Ltd. as
of December 31, 2001 and 2000, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2001, in
conformity with accounting principles generally accepted in the United States.
/s/ ARTHUR ANDERSEN LLP
Denver, Colorado,
March 26, 2002.
5
CABLE TV FUND 14-A, LTD.
- ------------------------
(A Limited Partnership)
BALANCE SHEET
December 31,
ASSETS 2001 2000
------ --------------- ---------------
Cash $2,455,898 $9,904,418
Interest receivable.................................................. 3,903 50,893
--------------- ---------------
Total assets.................................................. $2,459,801 $9,955,311
=============== ===============
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
LIABILITIES:
Advances from affiliates.......................................... $6,132 $40,656
Accounts payable and accrued liabilities.......................... 632,500 657,839
--------------- ---------------
Total liabilities............................................. 638,632 698,495
--------------- ---------------
Commitments and Contingencies (Note 5)
PARTNERS' CAPITAL:
General Partner-
Contributed capital............................................... 1,000 1,000
Distributions..................................................... (5,101,517) (3,226,517)
Accumulated earnings.............................................. 5,555,809 5,539,721
--------------- ---------------
455,292 2,314,204
--------------- ---------------
Limited Partners-
Net contributed capital (160,000 units outstanding
at December 31, 2001 and 2000).................................. 68,722,000 68,722,000
Distributions..................................................... (115,304,552) (109,679,552)
Accumulated earnings.............................................. 47,948,429 47,900,164
--------------- ---------------
1,365,877 6,942,612
--------------- ---------------
Total liabilities and partners' capital....................... $2,459,801 $9,955,311
=============== ===============
See notes to financial statements.
6
CABLE TV FUND 14-A, LTD.
- ------------------------
(A Limited Partnership)
STATEMENT OF OPERATIONS
Year Ended December 31,
2001 2000 1999
------------- ------------- -------------
REVENUES.................................................... $ $ $9,552,731
COSTS AND EXPENSES:
Operating expenses....................................... 7,007,117
Management fees and allocated overhead from
Jones Intercable..................................... 980,471
Depreciation and amortization............................ 3,386,239
------------- ------------- -------------
OPERATING LOSS.............................................. (1,821,096)
------------- ------------- -------------
OTHER INCOME (EXPENSE):
Interest expense......................................... (466,398)
Interest income.......................................... 200,661 699,961 899,480
Gain on sales of cable television systems................ 52,198,917
Administrative expenses and other, net................... (136,308) (266,425) (1,038,727)
------------- ------------- -------------
64,353 433,536 51,593,272
------------- ------------- -------------
NET INCOME.................................................. $64,353 $433,536 $49,772,176
============= ============= =============
ALLOCATION OF NET INCOME:
General Partner.......................................... $16,088 $108,384 $5,456,972
============= ============= =============
Limited Partners......................................... $48,265 $325,152 $44,315,204
============= ============= =============
NET INCOME PER LIMITED PARTNERSHIP UNIT..................... $0.30 $2.03 $276.97
============= ============= =============
WEIGHTED AVERAGE NUMBER
OF LIMITED PARTNERSHIP
UNITS OUTSTANDING........................................ 160,000 160,000 160,000
============= ============= =============
See notes to financial statements.
7
CABLE TV FUND 14-A, LTD.
- ------------------------
(A Limited Partnership)
STATEMENT OF PARTNERS' CAPITAL
Year Ended December 31,
2001 2000 1999
------------- ------------- -------------
GENERAL PARTNER:
Balance, beginning of year............................. $2,314,204 $2,205,820 ($24,635)
Net income............................................. 16,088 108,384 5,456,972
Distribution........................................... (1,875,000) (3,226,517)
------------- ------------- -------------
Balance, end of year................................... $455,292 $2,314,204 $2,205,820
============= ============= =============
LIMITED PARTNERS:
Balance, beginning of year............................. $6,942,612 $6,617,460 $11,949,739
Net income............................................. 48,265 325,152 44,315,204
Distribution........................................... (5,625,000) (49,647,483)
------------- ------------- -------------
Balance, end of year................................... $1,365,877 $6,942,612 $6,617,460
============= ============= =============
See notes to financial statements.
8
CABLE TV FUND 14-A, LTD.
- ------------------------
(A Limited Partnership)
STATEMENT OF CASH FLOWS
For the Year Ended December 31,
2001 2000 1999
------------- ------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................................. $64,353 $433,536 $49,772,176
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization.......................... 3,386,239
Gain on sales of cable television systems.............. (52,198,917)
Decrease in trade receivables, net..................... 454,788
Decrease in interest receivable, deposits, prepaid
expenses and other assets............................ 46,990 113,994 2,399,227
Decrease in accounts payable and accrued
liabilities and subscriber prepayments............... (25,339) (926,090) (1,330,536)
(Decrease) increase in advances from affiliates........ (34,524) (6,165,081) 5,839,908
------------- ------------- --------------
Net cash provided by (used in) operating activities.. 51,480 (6,543,641) 8,322,885
------------- ------------- --------------
INVESTING ACTIVITIES:
Purchase of property and equipment, net.................... (1,340,531)
Proceeds from sales of cable television systems, net of
brokerage fees and escrow proceeds....................... 85,414,770
------------- ------------- --------------
Net cash provided by investing activities............ 84,074,239
------------- ------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings................................... 800,000
Repayment of debt.......................................... (24,232,210)
Distribution to General Partner............................ (1,875,000)
Distribution to limited partners........................... (5,625,000) (49,647,483)
Distribution to Jones Intercable........................... (3,226,517)
------------- ------------- --------------
Net cash used in financing activities................ (7,500,000) (3,226,517) (73,079,693)
------------- ------------- --------------
(Decrease) increase in cash................................... (7,448,520) (9,770,158) 19,317,431
Cash, beginning of year....................................... 9,904,418 19,674,576 357,145
------------- ------------- --------------
Cash, end of year............................................. $2,455,898 $9,904,418 $19,674,576
============= ============= ==============
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid.............................................. $ $23,502 $678,639
============= ============= ==============
NON-CASH TRANSACTIONS:
Accrued distributions to Jones Intercable.................. $ $ $3,226,517
============= ============= ==============
See notes to financial statements.
9
CABLE TV FUND 14-A, LTD.
- ------------------------
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
(1) ORGANIZATION AND PARTNERS' INTERESTS
Formation and Business
Cable TV Fund 14-A, Ltd. (the "Partnership"), a Colorado limited
partnership, was formed on February 6, 1987, under a public program
sponsored by Jones Intercable, Inc. ("Jones Intercable"). The
Partnership was formed to acquire, construct, develop and operate cable
television systems. All cable television systems owned by the
Partnership have been sold.
General Partner
On April 7, 1999, Comcast Corporation ("Comcast") completed the
acquisition of a controlling interest in Jones Intercable, the
Partnership's General Partner until March 2, 2000. In December 1999,
Comcast and Jones Intercable entered into a definitive merger agreement
pursuant to which Comcast agreed to acquire all of the outstanding
shares of Jones Intercable not yet owned by Comcast. On March 2, 2000,
Jones Intercable was merged with and into Comcast JOIN Holdings, Inc.,
a wholly owned subsidiary of Comcast. As a result of this transaction,
Jones Intercable no longer exists and Comcast JOIN Holdings, Inc.
continued as the surviving corporation of the merger. On August 1,
2000, Comcast JOIN Holdings, Inc. was merged with and into Comcast
Cable Communications, Inc. ("Comcast Cable"), a wholly owned subsidiary
of Comcast. Comcast Cable is now the General Partner of the
Partnership. References in these Notes to "the General Partner" refer
to Comcast Cable. The General Partner shares corporate offices with
Comcast at 1500 Market Street, Philadelphia, Pennsylvania 19102- 2148.
Cable Television System Sales by the Partnership
Buffalo System
On March 29, 1999, the Partnership sold the Buffalo System to an
unaffiliated party for a sales price of $26,605,000. From the sale
proceeds, the Partnership paid $13,500,000 outstanding on its revolving
credit facility, paid a brokerage fee to The Intercable Group, Ltd.
("The Intercable Group"), a subsidiary of Jones Intercable, totaling
$665,125, representing 2.5 percent of the sales price, for acting as a
broker in this transaction, settled working capital adjustments and
deposited $1,200,000 into an interest-bearing indemnity escrow account.
The remaining net sale proceeds of $10,874,000 were distributed in
April 1999 to the Partnership's limited partners of record as of the
closing date of the sale of the Buffalo System. This distribution from
the sale of the Buffalo System represented $68 for each $500 limited
partnership interest, or $136 for each $1,000 invested in the
Partnership. Because the distribution to the limited partners from the
sale of the Buffalo System, together with all prior distributions, did
not return to the limited partners 125 percent of the capital initially
contributed to the Partnership by the limited partners, all of the net
proceeds from the sale of the Buffalo System were distributed to the
limited partners and Jones Intercable did not receive a general partner
distribution from the sale of the Buffalo System.
Until August 1999, $1,200,000 of sale proceeds remained in an
interest-bearing indemnity escrow account as security for the
Partnership's agreement to indemnify the buyer under the asset purchase
agreement. The escrow period expired and claims of $30,539 were made on
the escrowed funds by the buyer. The Partnership paid the buyer's
claims and then distributed the escrowed funds plus interest, which
totaled $1,186,476, to the Partnership's limited partners in December
1999.
10
CABLE TV FUND 14-A, LTD.
- ------------------------
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (Continued)
Naperville System
On May 7, 1999, the Partnership sold the Naperville System to an
unaffiliated party for a sales price of $22,545,875. From the sale
proceeds, the Partnership paid the $10,350,000 balance outstanding on
its revolving credit facility, paid a brokerage fee to The Intercable
Group totaling $563,647, representing 2.5 percent of the sales price,
for acting as a broker in this transaction, settled working capital
adjustments, and then deposited $696,000 into an interest-bearing
indemnity escrow account. The remaining net sale proceeds of
$10,000,000 were distributed in May 1999 to the Partnership's limited
partners of record as of the closing date of the sale of the Naperville
System. This distribution gave the Partnership's limited partners an
approximate return of $62.50 for each $500 limited partnership
interest, or $125 for each $1,000 invested in the Partnership. Because
the distribution to the limited partners from the sale of the
Naperville System, together with all prior distributions, did not
return to the limited partners 125 percent of the capital initially
contributed to the Partnership by the limited partners, all of the net
proceeds from the sale of the Naperville System were distributed to the
limited partners and Jones Intercable did not receive a general partner
distribution from the sale of the Naperville System.
The $696,000 of sale proceeds placed in an interest-bearing indemnity
escrow account remained in escrow until December 14, 1999, as security
for the Partnership's agreement to indemnify the buyer under the asset
purchase agreement. No claims were made on the escrowed funds by the
buyer. The escrowed funds plus interest, which totaled $714,647, were
returned to the Partnership in December 1999. From the escrowed funds,
the Partnership paid certain liabilities and it held the balance in
reserve to cover the administrative expenses of the Partnership.
Calvert County System
On July 6, 1999, the Partnership sold the Calvert County System to a
subsidiary of Jones Intercable for a sales price of $39,388,667. From
the sale proceeds, the Partnership paid certain fees and expenses of
the transaction, retained funds necessary to cover the administrative
expenses of the Partnership and distributed a portion of the net sale
proceeds of $30,813,524 to the Partnership's partners of record as of
the closing date of the sale of the Calvert County System. The limited
partners, as a group, received $27,587,007 of this amount. This
distribution to the limited partners gave the Partnership's limited
partners an approximate return of $172 for each $500 limited
partnership interest, or $344 for each $1,000 invested in the
Partnership. Because at the time of the Calvert County System's sale,
the distributions made to the limited partners from the Calvert County
System sale and from prior sales of cable television systems returned
to the limited partners more than 125 percent of the amounts originally
contributed to the Partnership by the limited partners, Jones
Intercable received a general partner distribution of $3,226,517 from
the proceeds of the sale of the Calvert County System.
Contributed Capital
The capitalization of the Partnership is set forth in the accompanying
Statement of Partners' Capital. No limited partner is obligated to make
any additional contribution to partnership capital.
Jones Intercable purchased its general partner interest in the
Partnership by contributing $1,000 to partnership capital. Comcast
Cable now owns this general partner interest.
All profits and losses of the Partnership were allocated 99 percent to
the limited partners and 1 percent to the general partner, except for
income or gain from the sale or disposition of cable television
properties, which were allocated to the partners based upon the formula
set forth in the partnership agreement and interest income earned prior
to the first acquisition by the Partnership of a cable television
system, which was allocated 100 percent to the limited partners.
Taking into account all distributions that had been made at December
31, 2001, the Partnership's limited partners have received
approximately $721 for each $500 limited partnership interest, or
$1,442 for each $1,000 invested in the Partnership.
11
CABLE TV FUND 14-A, LTD.
- ------------------------
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (Continued)
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements have been prepared on the accrual
basis of accounting in accordance with accounting principles generally
accepted in the United States. The Partnership's tax returns are also
prepared on the accrual basis.
Management's Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management
to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Cash and Cash Equivalents
For purposes of the Statement of Cash Flows, the Partnership considered
all highly liquid investments purchased with an original maturity of
three months or less to be cash equivalents.
(3) TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES
Brokerage Fees
The Intercable Group performed brokerage services for the Partnership
and the Venture. For brokering the Partnership's sales of the Buffalo
System and the Naperville System, The Intercable Group earned fees
totaling $665,125 and $563,647, respectively, or 2.5 percent of the
respective sales prices, for the year ended December 31, 1999.
Management Fees, Distribution Ratios and Reimbursements
Jones Intercable managed 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, until the sale of its Calvert County System on July 6,
1999. Jones Intercable did not receive a management fee after July 6,
1999. Management fees for the year ended December 31, 1999 was
$477,637.
Any distributions made from cash flow (defined as cash receipts derived
from routine operations, less debt principal and interest payments and
cash expenses) are allocated 99 percent to the limited partners and 1
percent to the General Partner. Any distributions other than interest
income on limited partner subscriptions earned prior to the acquisition
of the Partnership's first cable television system or from cash flow,
such as from the sale or refinancing of a system or upon dissolution of
the Partnership, will be made as follows: first, to the limited
partners in an amount which, together with all prior distributions,
equaled 125 percent of the amount initially contributed to the
Partnership capital by the limited partners; the balance, 75 percent to
the limited partners and 25 percent to the General Partner.
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 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 Administrative expenses
and other, net in the accompanying Statements of Operations.
Reimbursements made to the General Partner by the Partnership for
overhead and administrative expenses during the years ended December
31, 2001, 2000 and 1999 were $82,910, $109,383 and $538,880,
respectively.
12
CABLE TV FUND 14-A, LTD.
- ------------------------
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (Continued)
Payments to/from Affiliates for Programming Services
Prior to the sale of its Calvert County System in 1999, the Partnership
received programming from Superaudio, Knowledge TV, Inc., Great
American Country, Inc. and Product Information Network, all of which
were affiliates of Jones Intercable until April 7, 1999 (see Note 1).
In 1999, payments to Superaudio by the Partnership totaled $13,332,
payments to Knowledge TV, Inc. totaled $11,871 and payments to Great
American Country, Inc. totaled $11,573.
Prior to the sale of its Calvert County System in 1999, the Partnership
received a commission from Product Information Network based on a
percentage of advertising revenue and number of subscribers. Product
Information Network paid commissions to the Partnership totaling
$17,583 in 1999.
(4) INCOME TAXES
Income taxes have not been recorded in the accompanying financial
statements because they accrue directly to the partners. The federal
and state income tax returns of the Partnership are prepared and filed
by the General Partner.
The Partnership's tax returns, the qualification of the Partnership as
such for tax purposes, and the amount of distributable partnership
income or loss are subject to examination by federal and state taxing
authorities. If such examinations result in changes with respect to the
Partnership's qualification as such, or in changes with respect to the
Partnership's recorded income or loss, the tax liability of the general
and limited partners would likely be changed accordingly.
(5) COMMITMENTS AND CONTINGENCIES
Litigation Challenging Jones Intercable's Acquisition of the Calvert
County System
In August 1999, Jones Intercable was named a defendant in a case
captioned Gramercy Park Investments, LP, Cobble Hill Investments, LP
and Madison/AG Partnership Value Partners II, plaintiffs v. Jones
Intercable, Inc. and Glenn R. Jones, defendants, and Cable TV Fund
12-B, Ltd., Cable TV Fund 12-C, Ltd., Cable TV Fund 12-D, Ltd., Cable
TV Fund 14-A, Ltd. and Cable TV Fund 14-B, Ltd., nominal defendants
(U.S. District Court, District of Colorado, Civil Action No. 99-B-1508)
(the "Gramercy Park" case) brought as a class and derivative action by
limited partners of the named partnerships. The plaintiffs' complaint
alleges that the defendants made false and misleading statements to the
limited partners of the named partnerships in connection with the
solicitation of proxies and the votes of the limited partners on the
sales of the Palmdale System, the Albuquerque, New Mexico cable
communications system (the "Albuquerque System"), the Littlerock,
California cable communications system (the "Littlerock System") and
the Calvert County, Maryland cable communications system (the "Calvert
County System") by the named partnerships to Jones Intercable or one of
its subsidiaries in violation of Sections 14 and 20 of the Securities
Exchange Act of 1934, as amended. The plaintiffs specifically allege
that the proxy statements delivered to the limited partners in
connection with the limited partners' votes on these sales were false,
misleading and failed to disclose material facts necessary to make the
statements made not misleading. The plaintiffs' complaint also alleges
that the defendants breached their fiduciary duties to the plaintiffs
and to the other limited partners of the named partnerships and to the
named partnerships in connection with the various sales of the
Albuquerque System, the Palmdale System, the Littlerock System and the
Calvert County System to subsidiaries of Jones Intercable. The
complaint alleges that Jones Intercable acquired these cable
communications systems at unfairly low prices that did not accurately
reflect the market values of the systems. The plaintiffs seek on their
own behalf and on behalf of all other limited partners compensatory and
nominal damages, the costs and expenses of the litigation, including
reasonable attorneys' and experts' fees, and punitive and exemplary
damages.
In September 1999, Jones Intercable was named a defendant in a case
captioned Mary Schumacher, Charles McKenzie and Geraldine Lucas,
plaintiffs v. Jones Intercable, Inc. and Glenn R. Jones, defendants and
13
CABLE TV FUND 14-A, LTD.
- ------------------------
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (Continued)
Cable TV Fund 12-B, Ltd., Cable TV Fund 12-C, Ltd., Cable TV Fund 12-D,
Ltd., Cable TV Fund 14-A, Ltd. and Cable TV Fund 14-B, Ltd., nominal
defendants (U.S. District Court, District of Colorado, Civil Action No.
99-WM-1702) ("Schumacher") brought as a class and derivative action by
three limited partners of the named partnerships. The substance of the
Schumacher plaintiffs' complaint is similar to the allegations raised
in the Gramercy Park case.
In September 1999, Jones Intercable was named a defendant in a case
captioned Robert Margolin, Henry Wahlgren and Joan Wahlgren, plaintiffs
v. Jones Intercable, Inc. and Glenn R. Jones, defendants and Cable TV
Fund 12-B, Ltd., Cable TV Fund 12-C, Ltd., Cable TV Fund 12-D, Ltd.,
Cable TV Fund 14-A, Ltd. and Cable TV Fund 14-B, Ltd., nominal
defendants (U.S. District Court, District of Colorado, Civil Action No.
99-B-1778) ("Margolin") brought as a class and derivative action by
three limited partners of the named partnerships. The substance of the
Margolin plaintiffs' complaint is similar to the allegations raised in
the Gramercy Park case.
In November 1999, the United States District Court for the District of
Colorado entered an order consolidating all of the cases challenging
Jones Intercable's acquisitions of the Albuquerque, Palmdale,
Littlerock and Calvert County Systems because these cases involve
common questions of law and fact. The cases are presented as both class
and derivative actions. In June 2001, the plaintiffs filed a motion for
class certification. In August 2001, the General Partner filed a brief
in opposition to plaintiffs' motion for class certification. A hearing
on the motion was held in October 2001. If the plaintiffs' motion for
class certification is denied, the cases would proceed only as
derivative actions.
The General Partner believes that the defendants have defenses to the
plaintiffs' claims for relief and challenges to the plaintiffs' claims
for damages, and the General Partner intends to defend these lawsuits
vigorously.
Litigation Relating to Limited Partnership List Requests
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 chose not to
appeal this ruling of the trial court and thus the Partnership is no
longer a party to this litigation.
14
CABLE TV FUND 14-A, LTD.
- ------------------------
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (Continued)
(6) SUPPLEMENTARY PROFIT AND LOSS INFORMATION
Supplementary profit and loss information is presented below for the
last year the Partnership owned and operated cable television systems:
For the Year Ended
December 31,
1999
-------------
Maintenance and repairs.............................. $85,583
=============
Taxes, other than income and payroll taxes........... $63,218
=============
Advertising.......................................... $73,491
=============
Depreciation of property, plant and equipment........ $3,064,396
=============
Amortization of intangible assets.................... $321,843
=============
(7) UNAUDITED SUPPLEMENTARY DATA
Selected unaudited quarterly financial information is presented below:
First Second Third Fourth Total
2001 Quarter Quarter Quarter Quarter Year
- ---- ------------ ------------ ------------ ------------ ------------
Net income................................ $132,679 ($52,436) $365 ($16,255) $64,353
Net income per limited partnership unit...
Weighted average number of limited .62 (.25) (.07) .30
partnership units outstanding.......... 160,000 160,000 160,000 160,000 160,000
First Second Third Fourth Total
2000 Quarter Quarter Quarter Quarter Year
- ---- ------------ ------------ ------------ ------------ ------------
Net income................................ $180,167 $95,214 $127,184 $30,971 $433,536
Net income per limited partnership unit... .84 .45 .60 .14 2.03
Weighted average number of limited
partnership units outstanding.......... 160,000 160,000 160,000 160,000 160,000
15
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Partnership itself has no officers or directors. Certain information
concerning the directors and executive officers of the General Partner as of
December 31, 2001 is set forth below. Directors of the General Partner serve
until the next annual meeting of the General Partner and until their successors
shall be elected and qualified.
Ralph J. Roberts has served as Chairman of the General Partner's Board of
Directors since April 1999. Mr. Roberts has served as a Director of Comcast
Corporation and as the Chairman of its Board of Directors for more than five
years. Mr. Roberts is the father of Brian L. Roberts. He is 81 years old.
Brian L. Roberts has served as Vice Chairman of the General Partner's Board
of Directors since April 1999. Mr. Roberts has served as the President and as a
Director of Comcast Corporation for more than five years. Mr. Roberts also
serves as Manager of Sural Corporation, a privately held investment company that
is Comcast Corporation's controlling shareholder. Mr. Roberts is the Principal
Executive Officer of the General Partner and of Comcast Corporation. He is also
a Director of the Bank of New York. Mr. Roberts is a son of Ralph J. Roberts. He
is 42 years old.
Lawrence S. Smith has served as Executive Vice President and a Director of
the General Partner since April 1999. Mr. Smith has served as an Executive Vice
President of Comcast Corporation for more than five years. He is 54 years old.
Stanley L. Wang has served as Executive Vice President - Law and
Administration, Secretary and a Director of the General Partner since January
2000. Prior to that time, Mr. Wang served as a Senior Vice President and
Secretary and a Director of the General Partner since April 1999. Mr. Wang was
named Executive Vice President - Law and Administration of Comcast Corporation
in January 2000. Prior to that time, he served as a Senior Vice President and
Secretary and General Counsel of Comcast Corporation for more than five years.
He is 61 years old.
John R. Alchin has served as Executive Vice President and Treasurer of the
General Partner since January 2000. Prior to that time, Mr. Alchin served as a
Senior Vice President and Treasurer and a Director of the General Partner since
April 1999. Mr. Alchin was named an Executive Vice President of Comcast
Corporation in January 2000. Prior to that time, he served as a Senior Vice
President and Treasurer of Comcast Corporation for more than five years. Mr.
Alchin is the Principal Financial Officer of the General Partner and of Comcast
Corporation. He is 53 years old.
Lawrence J. Salva joined Comcast Corporation in January 2000 as Senior Vice
President and Chief Accounting Officer. Prior to that time, Mr. Salva was a
national accounting consulting partner in the public accounting firm of
PricewaterhouseCoopers for more than five years. Mr. Salva is a Senior Vice
President and the Principal Accounting Officer of the General Partner. He is 45
years old.
ITEM 11. EXECUTIVE COMPENSATION
The Partnership has no employees; however, various personnel are required
to administer the financial, tax and legal affairs of the Partnership and to
maintain the books and records of the Partnership. Such personnel are employed
by Comcast and, pursuant to the terms of the limited partnership agreement of
the Partnership, the costs of such employment are charged by Comcast to the
Partnership. See Item 13.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGERS
As of December 31, 2001, no person or entity owned more than 5% of the
limited partnership interests of the Partnership.
16
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Partnership reimburses its general partner for certain allocated
overhead and administrative expenses. These expenses represent the salaries and
benefits paid to corporate personnel. Such personnel provide administrative,
accounting, legal and investor relations services. The Partnership will continue
to reimburse its general partner for actual time spent on Partnership business
by the employees of Comcast until the Partnership is liquidated and dissolved.
During the years ended December 31, 2001, 2000 and 1999, such reimbursements
totaled $82,910, $109,383 and $538,880, respectively.
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following financial statements of ours are included in Part II, Item 8:
Independent Auditors' Report......................................5
Balance Sheet--December 31, 2001 and 2000.........................6
Statement of Operations--Years
Ended December 31, 2001, 2000 and 1999............................7
Statement of Partners' Capital--
Years Ended December 31, 2001, 2000 and 1999......................8
Statement of Cash Flows--Years
Ended December 31, 2001, 2000 and 1999............................9
Notes to Financial Statements....................................10
(b) The following financial statement schedules required to be filed by Items 8
and 14(d) of Form 10-K are included in Part IV:
None
(c) Reports on Form 8-K:
None
(d) Exhibits filed herewith:
4.1 Limited Partnership Agreement for Cable TV Fund 14-A, Ltd
(Incorporated by reference from the Partnership's Annual Report on
Form 10-K for the fiscal year ended December 31, 1987).
99.1 Arthur Andersen LLP Representations for Cable TV Fund 14-A, Ltd. dated
as of March 26, 2002.
17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 in Philadelphia,
Pennsylvania.
CABLE TV FUND 14-A, LTD.,
a Colorado limited partnership
By: Comcast Cable Communications, Inc.,
a Delaware corporation, its
General Partner
By: /s/ Brian L. Roberts
------------------------------------
Brian L. Roberts
Dated: March 29, 2002 Vice Chairman; Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
By: /s/ Ralph J. Roberts
------------------------------------
Ralph J. Roberts
Dated: March 29, 2002 Chairman; Director
By: /s/ Brian L. Roberts
------------------------------------
Brian L. Roberts
Vice Chairman; Director
Dated: March 29, 2002 (Principal Executive Officer)
By: /s/ Lawrence S. Smith
------------------------------------
Lawrence S. Smith
Dated: March 29, 2002 Executive Vice President; Director
By: /s/ Stanley L. Wang
------------------------------------
Stanley L. Wang
Executive Vice President; Secretary;
Dated: March 29, 2002 Director
By: /s/ John R. Alchin
------------------------------------
John R. Alchin
Executive Vice President; Treasurer
Dated: March 29, 2002 (Principal Financial Officer)
By: /s/ Lawrence J. Salva
------------------------------------
Lawrence J. Salva
Senior Vice President
Dated: March 29, 2002 (Principal Accounting Officer)
18