<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 June 30, 1996
-------------
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
------------ -----------
Commission File Number 0-14206
Cable TV Fund 12-D, LTD.
- --------------------------------------------------------------------------------
Colorado 84-1010423
- --------------------------------------------------------------------------------
State of organization I.R.S. employer I.D.#
9697 East Mineral Avenue, P.O. Box 3309, Englewood, Colorado 80155-3309
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Address of principal executive office
(303) 792-3111
-----------------------------------
Registrant's telephone number
Indicate by check mark whether the registrant (l) has filed all reports required
to be filed by Section l3 or l5(d) of the Securities Exchange Act of l934 during
the preceding l2 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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CABLE TV FUND 12-D, LTD.
------------------------
(A Limited Partnership)
UNAUDITED CONSOLIDATED BALANCE SHEETS
-------------------------------------
<TABLE>
<CAPTION>
June 30, December 31,
ASSETS 1996 1995
------ -------------- --------------
<S> <C> <C>
CASH AND CASH EQUIVALENTS $ 1,203,922 $ 1,384,794
RECEIVABLES:
Trade receivables, less allowance for doubtful receivables of $472,502
and $486,392 at June 30, 1996 and December 31, 1995, respectively 2,596,035 4,464,773
Affiliated entity 159,137 159,137
Closing adjustment receivable 492,076 -
INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment, at cost 204,546,057 294,472,892
Less- accumulated depreciation (104,414,842) (155,826,572)
------------- -------------
100,131,215 138,646,320
Franchise costs and other intangible assets, net of
accumulated amortization of $57,746,462 at
June 30, 1996 and $56,248,743 at
December 31, 1995, respectively 13,294,692 16,856,328
------------- -------------
Total investment in cable television properties 113,425,907 155,502,648
DEPOSITS, PREPAID EXPENSES AND DEFERRED CHARGES 3,132,034 1,974,677
------------- -------------
Total assets $ 121,009,111 $ 163,486,029
============= =============
</TABLE>
The accompanying notes to unaudited consolidated financial statements
are an integral part of these unaudited consolidated balance sheets.
2
<PAGE>
CABLE TV FUND 12-D, LTD.
------------------------
(A Limited Partnership)
UNAUDITED CONSOLIDATED BALANCE SHEETS
-------------------------------------
<TABLE>
<CAPTION>
June 30, December 31,
LIABILITIES AND PARTNERS' DEFICIT 1996 1995
--------------------------------- ------------- --------------
<S> <C> <C>
LIABILITIES:
Debt $136,119,585 $ 180,770,267
Accounts payable - General Partner - 4,198,739
Trade accounts payable and accrued liabilities 5,007,239 7,729,433
Subscriber prepayments 444,984 517,908
------------ -------------
Total liabilities 141,571,808 193,216,347
------------ -------------
MINORITY INTEREST IN JOINT VENTURE (5,286,344) (7,527,461)
------------ -------------
PARTNERS' DEFICIT:
General Partner-
Contributed capital 1,000 1,000
Accumulated deficit (760,827) (1,245,562)
------------ -------------
(759,827) (1,244,562)
------------ -------------
Limited Partners-
Net contributed capital (237,339 units outstanding
at June 30, 1996 and December 31, 1995) 102,198,175 102,198,175
Accumulated deficit (75,167,701) (123,156,470)
Distributions (41,547,000) -
------------ -------------
(14,516,526) (20,958,295)
------------ -------------
Total liabilities and partners' deficit $121,009,111 $ 163,486,029
============ =============
</TABLE>
The accompanying notes to unaudited consolidated financial statements
are an integral part of these unaudited consolidated balance sheets.
3
<PAGE>
CABLE TV FUND 12-D, LTD.
------------------------
(A Limited Partnership)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
-----------------------------------------------
<TABLE>
<CAPTION>
For the Three Months Ended For the Six Months Ended
June 30, June 30,
-------------------------- ---------------------------
1996 1995 1996 1995
----------- ----------- ------------ -----------
<S> <C> <C> <C> <C>
REVENUES $19,433,518 $25,395,190 $ 42,978,838 $49,553,282
COSTS AND EXPENSES:
Operating expenses 11,682,207 15,024,831 26,423,632 28,657,322
Management fees and
allocated overhead
from Jones Intercable, Inc. 2,301,759 2,925,500 5,080,107 5,958,559
Depreciation and
amortization 5,140,363 6,680,382 11,257,831 13,364,381
----------- ----------- ------------ -----------
OPERATING INCOME 309,189 764,477 217,268 1,573,020
----------- ----------- ------------ -----------
OTHER INCOME (EXPENSE):
Interest expense (2,713,581) (3,970,481) (5,874,774) (7,915,623)
Gain on sale of cable television
system - - 69,695,552 -
Other, net (96,473) 66,046 129,575 79,449
----------- ----------- ------------ -----------
Total other income
(expense), net (2,810,054) (3,904,435) 63,950,353 (7,836,174)
----------- ----------- ------------ -----------
CONSOLIDATED INCOME (LOSS) (2,500,865) (3,139,958) 64,167,621 (6,263,154)
MINORITY INTEREST IN
CONSOLIDATED INCOME (LOSS) 613,039 769,700 (15,694,117) 1,531,842
----------- ----------- ------------ -----------
NET INCOME (LOSS) $(1,887,826) $(2,370,258) $ 48,473,504 $(4,731,312)
=========== =========== ============ ===========
ALLOCATION OF NET
INCOME (LOSS):
General Partner $ 526,050 $ (23,703) $ 484,735 $ (47,313)
=========== =========== ============ ===========
Limited Partners $(2,413,876) $(2,346,555) $ 47,988,769 $(4,683,999)
=========== =========== ============ ===========
NET INCOME (LOSS) PER
LIMITED PARTNERSHIP UNIT $ (10.07) $ (9.89) $ 202.20 $ (19.74)
=========== =========== ============ ===========
WEIGHTED AVERAGE NUMBER
OF LIMITED PARTNERSHIP
UNITS OUTSTANDING 237,339 237,339 237,339 237,339
=========== =========== ============ ===========
</TABLE>
The accompanying notes to unaudited consolidated financial statements
are an integral part of these unaudited consolidated statements.
4
<PAGE>
CABLE TV FUND 12-D, LTD.
------------------------
(A Limited Partnership)
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
-----------------------------------------------
<TABLE>
<CAPTION>
For the Six Months Ended
June 30,
-----------------------------
<S> <C> <C>
1996 1995
----------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 48,473,504 $(4,731,312)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization 11,257,831 13,364,381
Gain on sale of cable television system (69,695,552) -
Minority interest in consolidated income (loss) 15,694,117 (1,531,842)
Decrease in trade receivables 1,868,738 769,474
Decrease (increase) in deposits, prepaid expenses
and other assets (4,049,605) 81,956
Decrease in accounts payable, accrued liabilities
and subscriber prepayments (2,795,118) (1,181,320)
Increase (decrease) in amount due General Partner (4,198,739) 1,687,157
------------- -----------
Net cash provided by (used in) operating activities (3,444,824) 8,458,494
------------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net (7,481,033) (9,569,840)
Proceeds from sale of cable television system 110,395,667 -
------------- -----------
Net cash provided by (used in) investing activities 102,914,634 (9,569,840)
------------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 68,000,000 458,700
Repayment of debt (112,650,682) (207,570)
Distributions to Limited Partners (41,547,000)
Distributions to Joint Venture partners (13,453,000) -
------------- -----------
Net cash provided by (used in) financing activities (99,650,682) 251,130
------------- -----------
Decrease in cash and cash equivalents (180,872) (860,216)
Cash and cash equivalents, beginning of period 1,384,794 4,391,602
------------- -----------
Cash and cash equivalents, end of period $ 1,203,922 $ 3,531,386
============= ===========
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 6,626,558 $ 7,810,030
============= ===========
</TABLE>
The accompanying notes to unaudited consolidated financial statements
are an integral part of these unaudited consolidated statements.
5
<PAGE>
CABLE TV FUND 12-D, LTD.
------------------------
(A Limited Partnership)
NOTES TO UNAUDITED CONSOLIDATED 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 fair presentation of the Balance Sheets
and Statements of Operations and Cash Flows in conformity with generally
accepted accounting principles. However, in the opinion of management,
this data includes all adjustments, consisting only of normal recurring
accruals, necessary to present fairly the financial position of Cable TV
Fund 12-D, Ltd. (the "Partnership") at June 30, 1996 and December 31, 1995,
its Statements of Operations for the three and six month periods ended June
30, 1996 and June 30, 1995 and its Statements of Cash Flows for the six
month periods ended June 30, 1996 and 1995. Results of operations for
these periods are not necessarily indicative of results to be expected for
the full year.
The accompanying consolidated financial statements include 100 percent of
the accounts of the Partnership and those of Cable TV Fund 12-BCD Venture (the
"Venture") reduced by the 24 percent minority interest in the Venture. All
interpartnership accounts and transactions have been eliminated. During the
three month period ended June 30, 1996, the Venture owned and operated the cable
television systems serving the areas in and around Palmdale, California (the
"Palmdale System") and Albuquerque, New Mexico (the "Albuquerque System"). As
discussed below, the Venture's cable television system serving the areas in and
around Tampa, Florida (the "Tampa System") was sold on February 28, 1996.
(2) Jones Intercable, Inc., a publicly held Colorado corporation (the "General
Partner"), 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 for the
three and six month periods ended June 30, 1996 were $971,676 and
$2,148,942, respectively, compared to $1,269,759 and $2,477,664,
respectively, for the similar 1995 periods.
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. Allocations of personnel costs are based upon 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
Venture'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
by the Venture to the General Partner for allocated overhead and administrative
expenses for the three and six month periods ended June 30, 1996 were $1,330,083
and $2,931,165, respectively, compared to $1,655,741 and $3,480,895,
respectively, for the similar 1995 periods.
(3) On February 28, 1996, the Venture sold the Tampa System to Jones Cable
Holdings, Inc. ("JCH"), a wholly owned subsidiary of the General Partner.
The sales price of the Tampa System was $110,395,667, subject to normal
working capital closing adjustments. This price represented the average of
three separate, independent appraisals of the fair market value of the
Tampa System. In February 1996, the Venture's debt arrangements were
amended to permit a $55,000,000 distribution to the Venture's partners from
the sale proceeds, and the balance of the sale proceeds were used to reduce
Venture indebtedness. Fund 12-D's portion of this distribution was
approximately $41,547,000. Because the limited partners of Fund 12-D have
not yet received distributions in an amount equal to 100 percent of the
capital initially contributed to Fund 12-D by them, the entire portion of
Fund 12-D's distribution was distributed to the limited partners in March
1996. This distribution has given Fund 12-D's limited partners an
approximate return of $350 for each $1,000 invested in Fund 12-D.
6
<PAGE>
The pro forma effect of the sale of the Tampa System on the results of the
Venture's operations for the six month periods ended June 30, 1996 and 1995,
assuming the transaction had occurred at the beginning of the periods, is
presented in the following unaudited tabulation:
<TABLE>
<CAPTION>
For the Six Months Ended June 30, 1996
--------------------------------------------------
Pro Forma
As Reported Adjustments Pro Forma
----------- ------------- ------------
<S> <C> <C> <C>
Revenues $42,978,838 $ (4,885,191) $38,093,647
=========== ============ ===========
Operating Income $ 217,268 $ 1,051,868 $ 1,269,136
=========== ============ ===========
Net Income $64,167,621 $(68,954,252) $(4,786,631)
=========== ============ ===========
For the Six Months Ended June 30, 1995
--------------------------------------------------
Pro Forma
As Reported Adjustments Pro Forma
------------ ------------- ------------
Revenues $49,553,282 $(13,974,193) $35,579,089
=========== ============ ===========
Operating Income $ 1,573,020 $ (453,319) $ 1,119,701
=========== ============ ===========
Net Income (Loss) $(6,263,154) $ 4,667,400 $(1,595,754)
=========== ============ ===========
</TABLE>
7
<PAGE>
CABLE TV FUND 12-D, LTD.
------------------------
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
FINANCIAL CONDITION
- -------------------
It is the General Partner's publicly announced policy that it intends to
liquidate its managed limited partnerships, including the Partnership, as
opportunities for sales of partnership cable television systems arise in the
marketplace over the next several years. In accordance with the General
Partner's policy, the Venture sold the Tampa System in February 1996.
On February 28, 1996, the Venture sold the Tampa System to JCH. The sales
price of the Tampa System was $110,395,667, subject to normal working capital
closing adjustments. This price represented the average of three separate,
independent appraisals of the fair market value of the Tampa System. In
February 1996, the Venture's debt arrangements were amended to permit a
$55,000,000 distribution to the Venture's partners from the sale proceeds, and
the balance of the sale proceeds were used to reduce Venture indebtedness. Fund
12-D's portion of this distribution was approximately $41,547,000. Because the
limited partners of Fund 12-D have not yet received distributions in an amount
equal to 100 percent of the capital initially contributed to Fund 12-D by them,
the entire portion of Fund 12-D's distribution was distributed to the limited
partners in March 1996. This distribution has given Fund 12-D's limited
partners an approximate return of $350 for each $1,000 invested in Fund 12-D.
Capital expenditures for the Venture totaled approximately $7,481,000
during the first six months of 1996. New plant construction accounted for
approximately 39 percent of the capital expenditures. Service drops to homes
accounted for approximately 37 percent of the capital expenditures. The
remaining expenditures related to various system enhancements. These capital
expenditures were funded primarily from cash generated from operations and
borrowings from the General Partner. Expected capital expenditures for the
remainder of 1996 are approximately $5,900,000. Service drops to homes are
anticipated to account for approximately 54 percent. Approximately 18 percent of
budgeted capital expenditures is for new plant construction. The remainder of
the expenditures are for various system enhancements in all of the Venture's
systems. These capital expenditures are necessary to maintain the value of the
Venture's 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 June 30, 1996 consisted of $57,371,515
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
credit facility are equal in standing with the other, and both are equally
secured by the assets of the Venture.
The Senior Notes have a fixed interest rate of 8.64 percent and a final
maturity date of March 31, 2000. The Senior Notes required payments of interest
only to March 1996, with interest and accelerating principal payments required
for the four years thereafter, payable semi-annually in March and September. In
February 1996, the Venture was required to make a principal repayment of
approximately $33,650,000 from proceeds received from the sale of the Tampa
System. The Senior Notes carry a "make-whole" payment, which is a prepayment
penalty, in the event the notes are prepaid prior to maturity. The make-whole
payment protects the lenders in the event that prepaid funds are reinvested at a
rate below 8.64 percent. The Venture was required to pay a make-whole payment
in February 1996 of approximately $2,217,000. The principal and interest
payment of approximately $1,978,000 due in September 1996 is expected to be
funded from cash on hand and cash generated from operations.
In February 1996, the Venture was required by the terms of its then-existing
$87,000,000 credit facility to make a principal repayment of $22,000,000 from
proceeds received from the sale of the Tampa System. Simultaneously with the
sale of the Tampa System, the Venture amended this credit facility to increase
the amount available to $120,000,000 to meet the Venture's long-term financing
requirements. The balance outstanding on the Venture's amended credit facility
at June 30, 1996 was $79,130,620, leaving $40,689,380 available. At the
Venture's option, the credit facility matures on either December 31, 1999 or
December 31, 2004. In the event the Venture elects the latter maturity date,
the credit facility will amortize in consecutive quarterly amounts. Interest on
the amended credit facility is at the Venture's option of the London Interbank
Offered Rate plus .625 percent to 1.375 percent, the Prime Rate plus 0 percent
to .375 percent or the
8
<PAGE>
Certificate of Deposit Rate plus .75 percent to 1.50 percent. The effective
interest rates on amounts outstanding on the Venture's credit facility as of
June 30, 1996 and 1995 were 6.59 percent and 8.32 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.
RESULTS OF OPERATIONS
- ---------------------
Revenues in the Venture's systems totaled $19,433,518 for the three months
ended June 30, 1996 compared to $25,395,190 for the similar 1995 period, a
decrease of $5,961,672, or approximately 23 percent. For the six month period
ended June 30, 1996, revenues totaled $42,978,838 compared to $49,553,282 for
the similar 1995 period, a decrease of $6,574,444, or approximately 13 percent.
This decrease was due to the sale of the Tampa System. Disregarding the effect
of the Tampa System sale, revenues would have increased $1,177,970, or
approximately 6 percent, for the three months ended June 30, 1996, and
$2,514,558, or approximately 7 percent, for the six months ended June 30, 1996.
Basic service rate adjustments accounted for approximately 41 percent and 40
percent, respectively, of the three and six month increase in revenues. At June
30, 1996, the Albuquerque System and the Palmdale System had 175,344 basic
subscribers compared to 169,163 at June 30, 1995, an increase of approximately 3
percent. This increase in the subscriber base accounted for approximately 41
and 38 percent, respectively, of the three and six month increases in revenues.
Increases in premium service revenue accounted for approximately 14 and 15
percent, respectively, of the three and six month increases in revenues. No
other single factor significantly affected the increase in revenues.
Operating expenses consist primarily of costs associated with the
administration of the Partnership'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 consumer marketing expenses.
Operating expenses in the Venture's systems totaled $11,682,207 for the
three months ended June 30, 1996 compared to $15,024,831 for the similar 1995
period, a decrease of $3,342,624, or approximately 22 percent. For the six
month periods ended June 30, 1996, operating expenses totaled $26,423,632
compared to $28,657,322 for the similar 1995 period, a decrease of $2,233,690,
or approximately 8 percent. Disregarding the effect of the Tampa System sale,
operating expenses increased $596,835, or approximately 6 percent, for the three
months ended June 30, 1996, and $1,616,589, or approximately 8 percent, for the
six months ended June 30, 1996. Operating expenses for the Venture's
Albuquerque System and Palmdale System represented 55 percent of revenues for
the three and six months ended June 30, 1996, respectively, compared to 56
percent, respectively, for the three and six months ended June 30, 1995. The
increases in operating expenses were due to increases in programming costs,
personnel costs and plant related costs. No other individual factor contributed
significantly to the increase in operating expenses.
Management fees and allocated overhead from the General Partner totaled
$2,301,759 for the three months ended June 30, 1996 compared to $2,925,500 for
the similar 1995 period, a decrease of $623,741, or approximately 21 percent.
Management fees and allocated overhead from the General Partner totaled
$5,080,107 for the six months ended June 30, 1996 compared to $5,958,559 for the
similar 1995 period, a decrease of $878,452, or approximately 15 percent. This
decrease was due to the sale of the Tampa System. Disregarding the effect of
the Tampa System sale, management fees and allocated overhead from the General
Partner would have increased $16,308, or approximately 1 percent, for the three
months ended June 30, 1996, and $38,016, or approximately 1 percent for the six
months ended June 30, 1996. These increases were primarily due to the increase
in revenues, upon which such fees are based.
Depreciation and amortization expense totaled $5,140,363 for the three
months ended June 30, 1996 compared to $6,680,382 for the similar 1995 period, a
decrease of $1,540,019, or approximately 23 percent. Depreciation and
amortization expense totaled $11,257,831 for the six months ended June 30, 1996
compared to $13,364,381 for the similar 1995 period, a decrease of $2,106,550,
or approximately 16 percent. Disregarding the effect of the Tampa System sale,
depreciation and amortization expense would have increased $24,944 and $50,074,
respectively, or less than one percent for each of the three and six months
ended June 30, 1996. This was due primarily to capital additions during 1995.
The Venture reported operating income of $309,189 for the three months
ended June 30, 1996 compared to $764,477 for the similar 1995 period, a decrease
of $455,288. For the six months ended June 30, 1996, the Venture's operating
income totaled $217,268 compared to $1,573,020 for the similar 1995 period, a
decrease of $1,355,752. Disregarding the effect of the Tampa System sale, the
Venture would have reported operating income of $1,484,235 for
9
<PAGE>
the three month period ended June 30, 1996 compared to $944,353 for the similar
1995 period, an increase of $539,882, or approximately 57 percent, and the
Venture would have reported operating income of $2,009,446 for the six month
period ended June 30, 1996 compared to $1,199,566 for the similar 1995 period,
an increase of $809,880, or approximately 67 percent. These increases were due
to the increases in revenues exceeding the increases in operating expenses,
management fees and allocated overhead expenses from the General Partner and
depreciation and amortization expense in the Venture's Albuquerque System and
Palmdale System.
The cable television industry generally measures the financial performance
of a cable television system in terms of cash flow or operating income before
depreciation and amortization. The value of a cable television system is often
determined using multiples of cash flow. 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 income
before depreciation and amortization totaled $5,449,552 for the three months
ended June 30, 1996 compared to $7,444,859 for the similar 1995 period, a
decrease of $1,995,307, or approximately 27 percent. For the six month period
ended June 30, 1996, operating income before depreciation and amortization
totaled $11,475,099 compared to $14,937,401 for the similar 1995 period, a
decrease of $3,462,302, or approximately 23 percent. Disregarding the effect of
the Tampa System sale, operating income before depreciation and amortization
would have increased $564,827, or approximately 9 percent, for the three months
ended June 30, 1996 and $859,953, or approximately 8 percent, for the six months
ended June 30, 1996. These decreases were due to the increases in revenues
exceeding the increases in operating expenses and management fees and allocated
overhead from the General Partner in the Venture's Albuquerque System and
Palmdale System.
Interest expense totaled $2,713,581 for the three months ended June 30,
1996 compared to $3,970,481 for the similar 1995 period, a decrease of
$1,256,900, or approximately 32 percent. For the six month period ending June
30, 1996, interest expense totaled $5,874,774 compared to $7,915,623 for the
similar 1995 period, a decrease of $2,040,849, or approximately 26 percent.
These decreases in interest expense were primarily due to lower outstanding
balances and lower effective interest rates on the Partnership's interest
bearing obligations. A portion of the proceeds from the sale of the Tampa
System were used to reduce the Venture's debt.
The Venture recognized a gain of $69,695,552 related to the sale of the
Tampa System in February 1996. No similar gain was recognized in 1995.
The Venture reported a net loss of $1,887,826 for the three months ended
June 30, 1996 compared to a net loss of $2,370,258 for the similar 1995 period,
a decrease of $482,432. For the six months ended June 30, 1996, net income
totaled $48,473,504 compared to a net loss of $4,731,312 for the similar 1995
period, an increase of $53,204,816. This increase was due to the gain on the
sale of the Tampa System.
10
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Tampa Litigation
- ----------------
In August 1995, Cable TV Fund 12-BCD Venture (the "Venture"), a
Colorado joint venture in which Cable TV Fund 12-B, Ltd., Cable TV Fund 12-C,
Ltd. and Cable TV Fund 12-D, Ltd., Colorado limited partnerships, are general
partners, entered into a purchase and sale agreement pursuant to which the
Venture agreed to sell its Tampa, Florida cable television system (the "Tampa
System") to the General Partner. The General Partner is the general partner of
each of Cable TV Fund 12-B, Ltd., Cable TV Fund 12-C, Ltd. and Cable TV Fund 12-
D, Ltd. The General Partner subsequently assigned its rights and obligations
under the purchase and sale agreement to JCH. JCH acquired the Tampa System on
February 28, 1996, and the Tampa System, together with other systems owned by
JCH, was exchanged for systems owned by an unaffiliated cable television
operator on February 29, 1996.
On September 20, 1995, a civil action entitled David Hirsch, on behalf
-----------------------
of himself and all others similarly situated, Plaintiff vs. Jones Intercable,
- -----------------------------------------------------------------------------
Inc., Defendant, was filed in the District Court, County of Arapahoe, State of
- ----------------
Colorado (Case No. 95-CV-1800). The plaintiff brought the action as a class
action on behalf of himself and all other limited partners of Cable TV Fund 12-
D, Ltd. ("Fund 12-D") against the General Partner seeking to recover damages
caused by the General Partner's alleged breaches of its fiduciary duties to the
limited partners of Fund 12-D in connection with the sale of the Tampa System.
On January 25, 1996, the plaintiff filed an amended complaint and request for a
jury trial. On February 20, 1996, the General Partner filed a Motion to Dismiss
the Hirsch complaint on the ground that it failed to state a claim upon which
------
relief can be granted as a matter of law. On June 24, 1996, the Court granted
the General Partner's Motion to Dismiss the Hirsch complaint finding that the
------
action was improperly plead as a class action. On July 25, 1996 the Court
granted plaintiff permission to amend his complaint to allege the facts
necessary to state a derivative claim. The plaintiff filed his second amended
complaint, which is pled as a derivative action, on July 31, 1996. The second
amended complaint alleges claims of breach of fiduciary duty, unjust enrichment
and breach of implied covenants of good faith and fair dealing. The General
Partner believes that it has meritorious defenses, and the General Partner
intends to defend this lawsuit vigorously.
On November 17, 1995, a civil action entitled Martin Ury, derivatively
------------------------
on behalf of Cable TV Fund 12-B, Ltd., Cable TV Fund 12-C, Ltd. and Cable TV
- ----------------------------------------------------------------------------
Fund 12-D, Ltd., Plaintiff vs. Jones Intercable, Inc., Defendant and Cable TV
- -----------------------------------------------------------------------------
Fund 12-BCD Venture, Cable TV Fund 12-B, Ltd., Cable TV Fund 12-C, Ltd. and
- ---------------------------------------------------------------------------
Cable TV Fund 12-D, Ltd., Nominal Defendants, was filed in the District Court,
- ---------------------------------------------
County of Arapahoe, State of Colorado (Case No. 95-CV-2212). The plaintiff, a
limited partner of Fund 12-D, brought the action as a derivative action on
behalf of the three partnerships that comprise the Venture against the General
Partner seeking to recover damages caused by the General Partner's alleged
breaches of its fiduciary duties to the Venture and to the limited partners of
the three partnerships that comprise the Venture in connection with the sale of
the Tampa System and the subsequent exchange of the Tampa System with an
unaffiliated cable television operator in return for systems owned by that
operator. On February 1, 1996, the General Partner filed a Motion to Dismiss
the Ury complaint on the ground that it failed to state a claim upon which
relief can be granted as a matter of law. On July 11, 1996, the Court denied
the General Partner's Motion to Dismiss and on July 29, 1996, the General
Partner filed its answer to the Ury complaint. The General Partner believes
that it has meritorious defenses, and the General Partner intends to defend this
lawsuit vigorously.
On July 31, 1996, a civil action entitled Jonathan Fussner and Eileen
---------------------------
Fussner, derivatively on behalf of Cable TV Fund 12-B, Ltd., Cable TV Fund 12-C,
- --------------------------------------------------------------------------------
Ltd. and Cable TV Fund 12-D, Ltd., Plaintiffs vs. Jones Intercable, Inc.,
- -------------------------------------------------------------------------
Defendant and Cable TV Fund 12-BCD Venture, Cable TV Fund 12-B, Ltd., Cable TV
- ------------------------------------------------------------------------------
Fund 12-C, Ltd. and Cable TV Fund 12-D, Ltd., Nominal Defendants, was filed in
- -----------------------------------------------------------------
the District Court, County of Arapahoe, State of Colorado (Case No. 96-CV-1672).
Plaintiffs, limited partners of Fund 12-D, brought the action as a derivative
action on behalf of the Venture and the three partnerships that comprise the
Venture against the General Partner seeking to recover damages caused by the
General Partner's alleged breaches of its fiduciary duties to the Venture and to
the partnerships and their limited partners. The complaint also alleges claims
against the General Partner for unjust enrichment and breach of an implied
covenant of good faith and fair dealing. The General Partner believes that it
has meritorious defenses, and the General Partner intends to defend this lawsuit
vigorously.
11
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
27) Financial Data Schedule
b) Reports on Form 8-K
None.
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-D, LTD.
BY: JONES INTERCABLE, INC.
General Partner
By: /S/ Kevin P. Coyle
-------------------------
Kevin P. Coyle
Group Vice President/Finance
(Principal Financial Officer)
Dated: August 14, 1995
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 1,203,922
<SECURITIES> 0
<RECEIVABLES> 2,755,172
<ALLOWANCES> (472,502)
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 204,546,057
<DEPRECIATION> (104,414,842)
<TOTAL-ASSETS> 121,009,111
<CURRENT-LIABILITIES> 5,448,223
<BONDS> 136,119,585
0
0
<COMMON> 0
<OTHER-SE> (12,115,520)
<TOTAL-LIABILITY-AND-EQUITY> 121,009,111
<SALES> 0
<TOTAL-REVENUES> 42,978,838
<CGS> 0
<TOTAL-COSTS> 42,761,570
<OTHER-EXPENSES> 69,825,127
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,874,774
<INCOME-PRETAX> 48,473,504
<INCOME-TAX> 0
<INCOME-CONTINUING> 48,473,504
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 48,473,504
<EPS-PRIMARY> 202.20
<EPS-DILUTED> 202.20
</TABLE>
