CABLE TV FUND 12-C LTD
10-Q, 1998-05-13
RADIOTELEPHONE COMMUNICATIONS
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<PAGE>
 
                                   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, 1998
                               --------------


[_]  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: 0-13964

 
                           CABLE TV FUND 12-C, LTD.
- --------------------------------------------------------------------------------
               Exact name of registrant as specified in charter

Colorado                                                              84-0970000
- --------------------------------------------------------------------------------
State of organization                                      I.R.S. employer I.D.#

    9697 East Mineral Avenue, P.O. Box 3309, Englewood, Colorado  80155-3309
    ------------------------------------------------------------------------
                     Address of principal executive office

                                (303) 792-3111
                         -----------------------------
                         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    
     -------                                                             -------
<PAGE>
 
                            CABLE TV FUND 12-C, LTD.
                            ------------------------
                            (A Limited Partnership)

                            UNAUDITED BALANCE SHEETS
                            ------------------------
<TABLE>
<CAPTION>
 
                                                              March 31,     December 31,
                                                                1998           1997
                                                            -------------  -------------
<S>                                                         <C>            <C>
 
                 ASSETS                                     $       -      $       -
                 ------                                      ===========    ===========
 
        LIABILITIES AND PARTNERS' DEFICIT
        ---------------------------------                                         
 
LIABILITIES:
  Loss in excess of investment in cable
    television joint venture                                $  4,522,120   $  4,313,801
                                                             -----------    -----------
 
        Total liabilities                                      4,522,120      4,313,801
                                                             -----------    -----------
 
PARTNERS' DEFICIT:
  General Partner-
    Contributed capital                                            1,000          1,000
    Accumulated deficit                                          (25,045)       (22,962)
                                                             -----------    -----------
 
                                                                 (24,045)       (21,962)
                                                             -----------    -----------
   Limited Partners-
    Net contributed capital (47,626 units outstanding at
       March 31, 1998 and December 31, 1997)                  19,998,049     19,998,049
    Accumulated deficit                                      (16,251,261)   (16,045,025)
    Distributions                                             (8,244,863)    (8,244,863)
                                                             -----------    -----------
 
                                                              (4,498,075)    (4,291,839)
                                                             -----------    -----------
 
        Total liabilities and partners' deficit             $       -      $       -
                                                             ===========    ===========
 
</TABLE>
            The accompanying notes to unaudited financial statements
            are an integral part of these unaudited balance sheets.

                                       2
<PAGE>
 
                            CABLE TV FUND 12-C, LTD.
                            ------------------------
                            (A Limited Partnership)

                       UNAUDITED STATEMENTS OF OPERATIONS
                       ----------------------------------
<TABLE>
<CAPTION>
 
 
                                                    For the Three Months Ended
                                                             March 31,
                                                   ----------------------------
 
                                                        1998           1997
                                                   -----------      -----------
<S>                                                <C>              <C> 
EQUITY IN NET LOSS OF CABLE TELEVISION
  JOINT VENTURE                                      $(208,319)     $(146,768)
                                                      --------       --------
 
NET LOSS                                             $(208,319)     $(146,768)
                                                      ========       ========
 
ALLOCATION OF NET LOSS:
  General Partner                                    $  (2,083)     $  (1,468)
                                                      ========       ========
 
  Limited Partners                                   $(206,236)     $(145,300)
                                                      ========       ========
 
NET LOSS PER LIMITED PARTNERSHIP UNIT                   $(4.33)     $   (3.05)
                                                      ========       ========
 
WEIGHTED AVERAGE NUMBER OF LIMITED
  PARTNERSHIP UNITS OUTSTANDING                         47,626         47,626
                                                      ========       ========
</TABLE> 
 
            The accompanying notes to unaudited financial statements
              are an integral part of these unaudited statements.

                                       3
<PAGE>
 
                            CABLE TV FUND 12-C, LTD.
                            ------------------------
                            (A Limited Partnership)

                       UNAUDITED STATEMENTS OF CASH FLOWS
                       ----------------------------------
<TABLE>
<CAPTION>
 
 
                                                                   For the Three Months Ended
                                                                            March 31,
                                                                  ----------------------------
<S>                                                               <C>            <C>
 
                                                                      1998            1997
                                                                  ------------   -------------
 
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                           $(208,319)     $(146,768)
  Adjustments to reconcile net loss to net
    cash provided by operating activities:
      Equity in net loss of cable television
        joint venture                                                  208,319        146,768
                                                                   -----------    -----------
 
 
                  Net cash provided by operating activities               -              -
                                                                   -----------    -----------
 
Net change in cash                                                        -              -
 
Cash, beginning of period                                                 -              -
                                                                   -----------    -----------
 
Cash, end of period                                               $       -      $       -
                                                                   ===========    ===========
 
SUPPLEMENTAL CASH FLOW DISCLOSURE:
  Interest paid                                                   $       -      $       -
                                                                   ===========    ===========
 
</TABLE>
            The accompanying notes to unaudited financial statements
              are an integral part of these unaudited statements.

                                       4
<PAGE>
 
                            CABLE TV FUND 12-C, 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-C, Ltd.
(the "Partnership") at March 31, 1998 and December 31, 1997 and its Statements
of Operations and Cash Flows for the three month periods ended March 31, 1998
and March 31, 1997. Results of operations for these periods are not necessarily
indicative of results to be expected for the full year.

      The Partnership owns no properties directly.  The Partnership owns a 15
percent interest in Cable TV Fund 12-BCD Venture (the "Venture").  The Venture
owns and operates the cable television systems serving Albuquerque, New Mexico
("the Albuquerque System") and Palmdale, California (the "Palmdale System").

(2)   Jones Intercable, Inc. (the "General Partner"), a publicly held Colorado
corporation, manages the Venture and receives a fee for its services equal to 5
percent of the gross revenues of the Venture, excluding revenues from the sale
of cable television systems or franchises. Management fees paid by the Venture
to the General Partner during the three month periods ended March 31, 1998 and
1997 attributable to the Partnership's 15 percent interest in the Venture were
$159,771 and $150,594, respectively.

      The Venture reimburses the General Partner for certain allocated overhead
and administrative expenses.  These expenses represent the salaries and related
benefits paid for corporate personnel, rent, data processing services, and other
corporate facilities costs.  Such personnel provide engineering, marketing,
administrative, accounting, legal and investor relations services to the
Venture.  Such services, and their related costs, are necessary to the operation
of the Venture and would have been incurred by the Venture if it was a stand
alone entity.  Allocations of personnel costs are based on actual time spent by
employees of the General Partner with respect to each partnership managed.
Remaining expenses are allocated based on the pro rata relationship of the
Partnership's revenues to the total revenues of all systems owned or managed by
the General Partner and certain of its subsidiaries.  Systems owned by the
General Partner and all other systems owned by partnerships for which Jones
Intercable, Inc. is the general partner are also allocated a proportionate share
of these expenses.  The General Partner believes that the methodology used in
allocating overhead and administrative expenses is reasonable.  Reimbursements
made by the Venture to the General Partner for allocated overhead and
administrative expenses during the three month periods ended March 31, 1998 and
1997 attributable to the Partnership's 15 percent interest in the Venture were
$173,933 and $203,301, respectively.

      See Note 4 for disclosure of the total management fees and allocated
overhead and administrative expenses paid by the Venture.

(3)   In July 1997, the Venture entered into a purchase and sale agreement to
sell the Albuquerque System to the General Partner for a sales price of
$222,963,267, which price represents the average of three separate independent
appraisals of the fair market value of the Albuquerque System. The closing of
this sale is subject to a number of conditions, including the approval of the
holders of a majority of the limited partnership interests in each of the three
partnerships that comprise the Venture and necessary governmental and other
third party consents. The General Partner currently is conducting a vote of the
limited partners on the sale of the Albuquerque System. This vote is expected to
be concluded no later than June 15, 1998. Closing is expected to occur by June
30, 1998.

      Upon the consummation of the proposed sale of the Albuquerque System, the
Venture will repay its then outstanding Senior Notes balance of $41,544,890 plus
accrued interest, plus a make whole premium that, based on current market
interest rates, is estimated to total $1,342,455 and, pursuant to an amendment
to the Venture's credit facility, the Venture will distribute $125,000,000 to
the three constituent partnerships of the Venture in proportion to their
ownership interests in the Venture.  The remaining proceeds will be used to
repay a portion of the outstanding balance and accrued interest on its credit
facility. The Partnership will receive $19,097,217, or 15 percent of the
$125,000,000 distribution, which the Partnership will distribute to its partners
of record as of the closing date of the sale of the Albuquerque System.  

                                       5
<PAGE>
 
This distribution is expected to be made in July 1998. The limited partners of
the Partnership, as a group, will receive $18,214,947 and the General Partner
will receive $882,270. Such distribution represents $382 for each $500 limited
partnership interest, or $764 for each $1,000 invested in the Partnership.

      In March 1998, the Venture entered into a purchase and sale agreement to
sell the Palmdale System to the General Partner for a sales price of
$138,205,200, subject to customary closing adjustments.  This sales price
represents the average of three separate independent appraisals of the fair
market value of the Palmdale System.  The closing of this sale is subject to a
number of conditions, including the approval of the holders of a majority of the
limited partnership interests in each of the three partnerships that comprise
the Venture and necessary governmental and other third party consents.  The
General Partner expects to conduct a vote of the limited partners on the sale of
the Palmdale System in the third quarter of 1998.  Closing is expected to occur
in the fourth quarter of 1998.

      Upon consummation of the proposed sale of the Palmdale System, the Venture
will pay all of its remaining indebtedness, which is estimated to total
approximately $48,200,000, and then the Venture will distribute the remaining
sale proceeds of approximately $91,642,700 to the three constituent partnerships
of the Venture in proportion to their ownership interests in the Venture.  The
Partnership will receive approximately $14,001,000, or 15 percent of the
$91,642,700 distribution, which the Partnership will distribute to its partners
of record as of the closing date of the sale of the Palmdale System.  This
distribution is expected to be made before year end 1998.  Because the limited
partners will have already received distributions in an amount in excess of the
capital initially contributed to the Partnership by the limited partners, taking
into account the anticipated distribution to the limited partners from the sale
of the Albuquerque System, the net proceeds from the Palmdale System's sale will
be distributed 75 percent to the limited partners ($10,500,750) and 25 percent
to the General Partner ($3,500,250).  Limited partners will receive $220 for
each $500 limited partnership interest, or $440 for each $1,000 invested in the
Partnership, from the Partnership's portion of the net proceeds of the Palmdale
System's sale.  Since the Palmdale System will represent the only remaining
asset of the Venture, the Venture and the Partnership will be liquidated and
dissolved after the sale of the Palmdale System.

     Taking into account the anticipated distributions from the proposed sales
of the Albuquerque System and the Palmdale System, together with all prior
distributions, the General Partner expects that the Partnership's limited
partners will receive $775 for each $500 limited partnership interest, or $1,550
for each $1,000 invested in the Partnership, at the time the Partnership is
liquidated and dissolved.

                                       6
<PAGE>
 
(4)   Summarized financial information regarding the Venture is presented below.

                            UNAUDITED BALANCE SHEETS
                            ------------------------
<TABLE>
<CAPTION>
 
      ASSETS                                                     March 31, 1998   December 31, 1997
      ------                                                     --------------   -----------------
<S>                                                             <C>              <C>
 
Cash and accounts receivable                                     $   6,742,268       $   6,199,348
 
Investment in cable television properties                          112,746,777         112,612,078
 
Other assets                                                         4,084,663           5,458,081
                                                                  ------------        ------------
 
                     Total assets                                $ 123,573,708       $ 124,269,504
                                                                  ============        ============
 
  LIABILITIES AND PARTNERS' CAPITAL
  ---------------------------------
 
Debt                                                             $ 148,273,330       $ 144,308,462
 
Payables and accrued liabilities                                     3,853,622           7,150,772
 
Partners' contributed capital                                      135,490,944         135,490,944
 
Accumulated deficit                                               (109,044,188)       (107,680,674)
 
Distributions                                                      (55,000,000)        (55,000,000)
                                                                  ------------        ------------
 
                     Total liabilities and partners' capital     $ 123,573,708       $ 124,269,504
                                                                  ============        ============
</TABLE>
                       UNAUDITED STATEMENTS OF OPERATIONS
                       ----------------------------------

                                           For the Three Months Ended
                                                    March 31,
                                          ----------------------------
                                              1998           1997
                                          -------------  -------------
 
Revenues                                  $ 20,912,442   $ 19,711,225
 
Operating expenses                         (11,508,297)   (10,953,865)
 
Management fees and allocated overhead
  from General Partner                      (2,183,929)    (2,316,066)
 
Depreciation and amortization               (5,858,534)    (4,798,547)
 
Operating income                             1,361,682      1,642,747
 
Interest expense, net                       (2,675,112)    (2,691,262)
 
Other, net                                     (50,084)        87,866
                                           -----------    -----------
 
                     Consolidated loss    $ (1,363,514)  $   (960,649)
                                           ===========    ===========
  

     Management fees and reimbursements for overhead and administrative expenses
paid to Jones Intercable, Inc. by the Venture totaled $1,045,622 and $1,138,307,
respectively, for the three month period ended March 31, 1998, and $985,561 and
$1,330,505, respectively, for the three month period ended March 31, 1997.
  
                                       7
<PAGE>
 
                            CABLE TV FUND 12-C, LTD.
                            ------------------------
                            (A Limited Partnership)

        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        ---------------------------------------------------------------
                             RESULTS OF OPERATIONS
                             ---------------------
                                        

FINANCIAL CONDITION
- -------------------

      The Partnership owns a 15 percent interest in the Venture.  The investment
in cable television joint venture is accounted for under the equity method.  The
Partnership's share of losses generated by the Venture have exceeded the
Partnership's initial investment in the Venture; therefore, the investment is
classified as a liability.  This liability increased by $208,319, which
represents the Partnership's share of losses generated by the Venture for the
three months ended March 31, 1998.

      In July 1997, the Venture entered into a purchase and sale agreement to
sell the Albuquerque System to the General Partner for a sales price of
$222,963,267, which price represents the average of three separate independent
appraisals of the fair market value of the Albuquerque System.  The closing of
this sale is subject to a number of conditions, including the approval of the
holders of a majority of the limited partnership interests in each of the three
partnerships that comprise the Venture and necessary governmental and other
third party consents.  The General Partner currently is conducting a vote of the
limited partners on the sale of the Albuquerque System.  This vote is expected
to be concluded no later than June 15, 1998.  Closing is expected to occur by
June 30, 1998.

      Upon the consummation of the proposed sale of the Albuquerque System, the
Venture will repay its then outstanding Senior Notes balance of $41,544,890 plus
accrued interest, plus a make whole premium that, based on current market
interest rates, is estimated to total $1,342,455 and, pursuant to an amendment
to the Venture's credit facility, the Venture will distribute $125,000,000 to
the three constituent partnerships of the Venture in proportion to their
ownership interests in the Venture.  The remaining proceeds will be used to
repay a portion of the outstanding balance and accrued interest on its credit
facility. The Partnership will receive $19,097,217, or 15 percent of the
$125,000,000 distribution, which the Partnership will distribute to its partners
of record as of the closing date of the sale of the Albuquerque System.  This
distribution is expected to be made in July 1998.  The limited partners of the
Partnership, as a group, will receive $18,214,947 and the General Partner will
receive $882,270.  Such distribution represents $382 for each $500 limited
partnership interest, or $764 for each $1,000 invested in the Partnership.

      In March 1998, the Venture entered into a purchase and sale agreement to
sell the Palmdale System to the General Partner for a sales price of
$138,205,200, subject to customary closing adjustments.  This sales price
represents the average of three separate independent appraisals of the fair
market value of the Palmdale System.  The closing of this sale is subject to a
number of conditions, including the approval of the holders of a majority of the
limited partnership interests in each of the three partnerships that comprise
the Venture and necessary governmental and other third party consents.  The
General Partner expects to conduct a vote of the limited partners on the sale of
the Palmdale System in the third quarter of 1998.  Closing is expected to occur
in the fourth quarter of 1998.

      Upon consummation of the proposed sale of the Palmdale System, the Venture
will pay all of its remaining indebtedness, which is estimated to total
approximately $48,200,000, and then the Venture will distribute the remaining
sale proceeds of approximately $91,642,700 to the three constituent partnerships
of the Venture in proportion to their ownership interests in the Venture.  The
Partnership will receive approximately $14,001,000, or 15 percent of the
$91,642,700 distribution, which the Partnership will distribute to its partners
of record as of the closing date of the sale of the Palmdale System.  This
distribution is expected to be made before year end 1998.  Because the limited
partners will have already received distributions in an amount in excess of the
capital initially contributed to the Partnership by the limited partners, taking
into account the anticipated distribution to the limited partners from the sale
of the Albuquerque System, the net proceeds from the Palmdale System's sale will
be distributed 75 percent to the limited partners ($10,500,750) and 25 percent
to the General Partner ($3,500,250).  Limited partners will receive $220 for
each $500 limited partnership interest, or $440 for each $1,000 invested in the
Partnership, from the Partnership's portion of the net proceeds of the Palmdale
System's sale.  Since the Palmdale System will represent the only remaining
asset of the Venture, the Venture and the Partnership will be liquidated and
dissolved after the sale of the Palmdale System.

                                       8
<PAGE>
 
      Taking into account the anticipated distributions from the proposed sales
of the Albuquerque System and the Palmdale System, together with all prior
distributions, the General Partner expects that the Partnership's limited
partners will receive $775 for each $500 limited partnership interest, or $1,550
for each $1,000 invested in the Partnership, at the time the Partnership is
liquidated and dissolved.

      For the three months ended March 31, 1998, the Venture generated net cash
from operating activities totaling $2,656,317, which was available to fund
capital expenditures and non-operating costs.  Capital expenditures for the
Venture totaled $5,727,467 for the three months ended March 31, 1998.  Capital
expenditures in the Albuquerque System totaled $3,939,916.  Of the Albuquerque
System's capital expenditures, approximately 53 percent was for service drops to
subscribers' homes, approximately 24 percent was for cable plant extensions
related to new homes passed and the remainder was for other capital expenditures
to maintain the value of the Albuquerque System until it is sold.  Capital
expenditures in the Palmdale System totaled $1,787,551.  Of the Palmdale
System's capital expenditures, approximately 53 percent was for service drops to
subscribers' homes, approximately 16 percent was for cable plant extensions
related to new homes passed and the remainder was for other capital expenditures
to maintain the value of the Palmdale System until it is sold.  These capital
expenditures were funded primarily from cash generated from operations and
borrowings from the Venture's credit facility.  Budgeted capital expenditures
for the remainder of 1998 are approximately $6,955,000.  Budgeted capital
expenditures in the Albuquerque System for the second quarter are approximately
$3,837,900, of which approximately 36 percent is for service drops to customers'
homes, approximately 20 percent is for cable plant extensions related to new
homes passed and the remainder relates to other capital expenditures to maintain
the value of the Albuquerque System.  Budgeted capital expenditures for the
remainder of 1998 in the Palmdale System are approximately $3,117,100, of which
approximately 29 percent is for cable plant extensions related to new homes
passed, approximately 25 percent is for service drops to subscribers' homes and
the remainder is for other capital expenditures to maintain the value of the
Palmdale System.  Depending upon the timing of the closing of the sale of the
Venture's systems, the Venture will make only the portion of the 1998 budgeted
capital expenditures scheduled to be made during the Venture's continued
ownership of its systems.  Funding for these expenditures is expected to be
provided by cash on hand, cash generated from operations and borrowings from the
Venture's credit facility.

      The Venture's debt arrangements at March 31, 1998 consisted of $41,544,890
of Senior Notes placed with a group of institutional lenders and a $120,000,000
credit facility with a group of commercial bank lenders.  The Senior Notes and
the credit facility are equal in standing with the other, and both are equally
secured by the assets of the Venture. The Senior Notes and the credit facility
contain certain financial covenants.  The most restrictive of these covenants is
that the ratio of debt to annualized cash flow will not exceed 4.5 to 1.  The
Venture was in compliance with all of such financial covenants at March 31,
1998.

      The Senior Notes have a fixed interest rate of 8.64 percent and a final
maturity date of March 31, 2000.  The Senior Notes require payments of interest
and accelerating principal through maturity, payable semi-annually in March and
September.  A principal payment of $5,934,984 was made in March 1998.  A
principal payment of approximately $5,934,984 is due in September 1998; however,
upon the sale of the Albuquerque System, which is expected to occur no later
than June 30, 1998, the Senior Notes will be repaid in full together with an
approximate $1,342,000 make whole premium.

      The balance outstanding on the Venture's $120,000,000 credit facility at
March 31, 1998 was $105,630,620, leaving $14,369,380 available for future needs.
Upon the sale of the Albuquerque System and pursuant to an amendment to the
Venture's credit facility, the Venture anticipates repaying a portion of the
then outstanding balance of the credit facility and that the commitment will be
reduced to $55,000,000. At the Venture's option, the credit facility will be
payable in full on December 31, 1999 or will convert to a term loan that matures
on December 31, 2004 payable in consecutive quarterly amounts. Upon the sale of
the Palmdale System, the Venture will repay the then outstanding balance of the
credit facility. Interest on the credit facility is at the Venture's option of
the London Interbank Offered Rate plus .875 percent, the Prime Rate or the
Certificate of Deposit Rate plus 1 percent. The effective interest rates on
amounts outstanding on the Venture's credit facility as of March 31, 1998 and
1997 were 6.69 percent and 7.09 percent, respectively.

      The Venture has sufficient sources of capital available through its
ability to generate cash from operations and borrowings under its credit
facility to meet its presently anticipated needs.

                                       9
<PAGE>
 
RESULTS OF OPERATIONS
- ---------------------

      As a result of the sale of the Venture's cable television system serving
areas in and around Tampa, Florida, in February 1996, the following discussion
of the Venture's results of operations, through operating income, pertains only
to the results of operations of the Albuquerque System and the Palmdale System
for the periods discussed.  Results of operations of each system for the three
months ended March 31, 1998 and 1997, respectively, are summarized below:
<TABLE>
<CAPTION>
 
                                                              Albuquerque System
                                              ---------------------------------------------------
                                                 1998         1997        Inc(Dec)    % Inc/(Dec)
                                              -----------  -----------  -----------  ------------
<S>                                           <C>          <C>          <C>          <C>
 
     Revenues                                 $13,480,069  $12,748,434  $  731,635        6%
 
     Operating expenses                         7,404,123    6,956,707     447,416        6%
                                               ----------   ----------   ---------
 
     Operating cash flow                        6,075,946    5,791,727     284,219        5%
 
     Management fees and allocated
      overhead from Jones Intercable, Inc.      1,408,460    1,495,844     (87,384)      (6%)
     Depreciation and amortization              4,198,392    3,425,328     773,064       23%
                                               ----------   ----------   ---------
 
     Operating income                         $   469,094  $   870,555  $ (401,461)     (46%)
                                               ==========   ==========   =========
 
 
                                                               Palmdale System
                                              -------------------------------------------------
                                                     1998         1997  Inc(Dec)     % Inc/(Dec)
                                              -----------  -----------  ----------   ----------
 
     Revenues                                 $ 7,432,373  $ 6,962,791  $  469,582        7%
 
     Operating expenses                         4,104,174    3,997,158     107,016        3%
                                               ----------   ----------   ---------
 
     Operating cash flow                        3,328,199    2,965,633     362,566       12%
 
     Management fees and allocated
      overhead from Jones Intercable, Inc.        775,469      820,222     (44,753)      (5%)
     Depreciation and amortization              1,660,142    1,373,219     286,923       21%
                                               ----------   ----------   ---------
 
     Operating income                         $   892,588  $   772,192  $  120,396       16%
                                               ==========   ==========   =========
 
 
                                                                    Total
                                              -------------------------------------------------
                                                     1998         1997  Inc(Dec)     % Inc/(Dec)
                                              -----------  -----------  ----------   ----------
 
     Revenues                                 $20,912,442  $19,711,225  $1,201,217        6%
 
     Operating expenses                        11,508,297   10,953,865     554,432        5%
                                               ----------   ----------   ---------
 
     Operating cash flow                        9,404,145    8,757,360     646,785        7%
 
     Management fees and allocated
      overhead from Jones Intercable, Inc.      2,183,929    2,316,066    (132,137)      (6%)
     Depreciation and amortization              5,858,534    4,798,547   1,059,987       22%
                                               ----------   ----------   ---------
 
     Operating income                         $ 1,361,682  $ 1,642,747  $ (281,065)     (17%)
                                               ==========   ==========   =========
</TABLE>

      Revenues in the Albuquerque System and the Palmdale System increased
$1,201,217, or approximately 6 percent, to $20,912,442 for the three months
ended March 31, 1998 from $19,711,225 for the similar period in 1997.  The
increase in revenue was primarily due to basic service rate increases
implemented in the Venture's systems and an increase in 

                                       10
<PAGE>
 
advertising sales revenues. Basic service rate increases implemented in the
Venture's systems accounted for approximately 71 percent of the increase in
revenues for the three months ended March 31, 1998. Increases in advertising
sales revenues accounted for approximately 16 percent of the increase in
revenues for the three months ended March 31, 1998. No other factor was
significant to the increase in revenues.

      Operating expenses consist primarily of costs associated with the
operation and administration of the Venture's cable television systems. The
principal cost components are salaries paid to system personnel, programming
expenses, professional fees, subscriber billing costs, rent for leased
facilities, cable system maintenance expenses and marketing expenses.

      Operating expenses in the Albuquerque System and the Palmdale System
increased $554,432, or approximately 5 percent, to $11,508,297 for the three
months ended March 31, 1998 from $10,953,865 for the similar period in 1997.
The increase in operating expenses was primarily due to increases in programming
costs.  No other factor was significant to the increase in operating expenses.
Operating expenses represented 55 percent and 56 percent, respectively, of
revenues for the three months ended March 31, 1998 and 1997.

      The cable television industry generally measures the financial performance
of a cable television system in terms of operating cash flow (revenues less
operating expenses).  This measure is not intended to be a substitute or
improvement upon the items disclosed on the financial statements, rather it is
included because it is an industry standard.  Operating cash flow increased
$646,785, or approximately 7 percent, to $9,404,145 for the three months ended
March 31, 1998 from $8,757,360 for the similar period in 1997.  This increase
was due to the increase in revenues exceeding the increase in operating
expenses.

      Management fees and allocated overhead from Jones Intercable, Inc.
decreased $132,137, or approximately 6 percent, to $2,183,929 for the three
months ended March 31, 1998 from $2,316,066 for the similar period in 1997.
This decrease was primarily due to decreases in allocated overhead from the
General Partner, which was partially offset by an increase in management fees.

      Depreciation and amortization expense increased $1,059,987, or
approximately 22 percent, to $5,858,534 for the three months ended March 31,
1998 from $4,798,547 for the similar period in 1997.  This increase was
primarily due to a change in the estimated useful lives of certain assets.

      Operating income decreased $281,065, or approximately 17 percent, to
$1,361,682 for the three month period ended March 31, 1998 from $1,642,747 for
the similar period in 1997.  This decrease was due to the increase in
depreciation and amortization expense exceeding the increase in operating cash
flow.

      Interest expense decreased $16,150, or approximately 1 percent, to
$2,675,112 for the three months ended March 31, 1998 from $2,691,262 for the
similar period in 1997.  This decrease in interest expense was primarily due to
lower effective interest rates and lower outstanding balances on the Venture's
interest bearing obligations.

      The Partnership's net loss increased $61,551, or approximately 42 percent,
to $208,319 for the three months ended March 31, 1998 from $146,768 for the
similar period in 1997.  This increase is due to the Venture's increase in
depreciation and amortization expense.

                                       11
<PAGE>
 
                          PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

         a)  Exhibits

             27)  Financial Data Schedule

         b)  Reports on Form 8-K

                Report on Form 8-K dated March 10, 1998 reported that on March
             10, 1998, the Venture entered into a purchase and sale agreement
             with the General Partner to sell the Venture's Palmdale System.

                                       12
<PAGE>
 
                                   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-C, LTD.
                                             BY:  JONES INTERCABLE, INC.
                                                General Partner



                                             By:  /S/ Kevin P. Coyle
                                                  -----------------------------
                                                  Kevin P. Coyle
                                                  Group Vice President/Finance
                                                  (Principal Financial Officer)

Dated:  May 13, 1997

                                       13

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                                    3-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               DEC-31-1998
<CASH>                                               0
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                       0
<CURRENT-LIABILITIES>                                0
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                         0
<SALES>                                              0
<TOTAL-REVENUES>                                     0
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                               208,319
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                              (208,319)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          (208,319)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (208,319)
<EPS-PRIMARY>                                   (4.33)
<EPS-DILUTED>                                   (4.33)
        

</TABLE>


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