<PAGE>
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1998
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ____ to ____
Commission file number: 0-17733
CABLE TV FUND 15-A, LTD.
------------------------
(Exact name of registrant as specified in its charter)
Colorado 84-1091413
-------- ----------
(State of Organization) (IRS Employer Identification No.)
P.O. Box 3309, Englewood, Colorado 80155-3309 (303) 792-3111
- --------------------------------------------- --------------
(Address of principal executive office and Zip Code) (Registrant's telephone no.
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 registrants, (1) have 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) have 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: N/A
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K ((S)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
(40854)
<PAGE>
Certain information contained in this Form 10-K 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 Form 10-K 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 15-A, Ltd. (the "Partnership") is a
Colorado limited partnership that was formed pursuant to the public offering of
limited partnership interests in the Cable TV Fund 15 Limited Partnership
Program, which was sponsored by Jones Intercable, Inc. (the "General Partner").
The Partnership was formed for the purpose of acquiring and operating cable
television systems.
The Partnership does not currently own any cable television systems.
In February 1999, the Partnership sold its cable television systems serving the
areas in and around the communities of Barrington, Lake Barrington, Deer Park,
Long Grove, Elgin, South Elgin, Hawthorn Woods, Kildeer, Lake Zurich, Indian
Creek, Vernon Hills and certain unincorporated areas of Cook, Kane and Lake
Counties, all in the State of Illinois (the "Barrington System") and the cable
television systems serving the areas in and around the municipalities of
Flossmoor, La Grange, La Grange Park, Riverside, Indianhead Park, Hazel Crest,
Thornton, Lansing, Matteson, Richton Park, Crete, University Park, Olympia
Fields, Western Springs and certain areas of Cook and Will Counties, all in the
State of Illinois (the "South Suburban System"). See Disposition of Cable
Television Systems below.
It is anticipated that Comcast Corporation ("Comcast") will acquire a
controlling interest in the General Partner during April 1999. As a result of
this transaction, it is expected that the current management of the General
Partner and a majority of the Board of Directors of the General Partner will be
replaced by Comcast.
Disposition of Cable Television Systems.
On February 26, 1999, the Partnership sold its Barrington System and
its South Suburban System to an unaffiliated party for $174,979,350, subject to
customary closing adjustments. The sale was approved by the holders of a
majority of the limited partnership interests of the Partnership.
The contract sales price of $175,000,000 was reduced $20,650, or
$2,065 for each equivalent basic subscriber less than 84,750 at closing. The
Barrington System and South Suburban System had, in total, only 84,740 basic
equivalent subscribers, as defined in the asset purchase agreement, at closing.
From the proceeds of the sales, the Partnership repaid all of its indebtedness,
which totaled $84,097,773, paid a brokerage fee to The Intercable Group, Ltd., a
subsidiary of the General Partner, totaling approximately $4,374,484,
representing 2.5 percent of the $174,979,350 adjusted total sales price, for
acting as a broker in this transaction, settled working capital adjustments, and
deposited $5,298,000 into an interest-bearing indemnity escrow account. The
Partnership will distribute the remaining sale proceeds of $82,551,081 to the
Partnership's limited partners of record as of February 26, 1999. This
distribution will be made in March 1999 and will provide the limited partners an
approximate return of $387 for each $500 limited partnership interest, or $774
for each $1,000 invested in the Partnership. Because limited partners will not
receive distributions in an amount equal to 100 percent of the capital initially
contributed to the Partnership by the limited partners plus an amount equal to 6
percent per annum, cumulative and noncompounded, on an amount equal to their
initial capital contributions, the General Partner will not receive a general
partner distribution from the proceeds of the sale of the Barrington System and
the South Suburban System.
2
<PAGE>
The $5,298,000 of the sale proceeds placed in the interest-bearing
indemnity escrow account will remain in escrow from the closing date until
November 15, 1999 as security for the Partnership's agreement to indemnify the
buyer under the asset purchase agreement. The Partnership's primary exposure,
if any, will relate to the representations and warranties made about the
Barrington System and the South Suburban System in the asset purchase agreement.
Any amounts remaining from this indemnity escrow account and not claimed by the
buyer at the end of the escrow period plus interest earned on the escrowed funds
will be returned to the Partnership. From this amount, the Partnership will pay
any remaining liabilities and the Partnership will then distribute the balance
to the Partnership's limited partners. The Partnership will continue in
existence at least until any amounts remaining from the indemnity escrow account
have been distributed. Since the Barrington System and the South Suburban
System represented the only operating assets of the Partnership, the Partnership
will be liquidated and dissolved upon the final distribution of any amounts
remaining from the indemnity escrow account, most likely in the fourth quarter
of 1999. If any disputes with respect to the indemnification arise, the
Partnership would not be dissolved until such disputes were resolved, which
could result in the Partnership continuing in existence beyond 1999.
Because transferees of limited partnership interests following the
record date for the distribution of the proceeds from the sale of the Barrington
System and the South Suburban System (February 26, 1999) would not be entitled
to any distributions from the Partnership, a transfer of limited partnership
interests following such record date would have no economic value. The General
Partner therefore has determined that, pursuant to the authority granted to it
by the Partnership's limited partnership agreement, the General Partner will
approve no transfers of limited partnership interests after February 26, 1999.
ITEM 2. PROPERTIES
-------------------
The Partnership does not currently own any cable television systems.
ITEM 3. LEGAL PROCEEDINGS
--------------------------
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------
The sales of the Barrington System and the South Suburban System were
subject to the approval of the holders of a majority of the limited partnership
interests of the Partnership. A vote of the limited partners was conducted by
the General Partner by mail in November and December 1998. Limited partners of
record as of the close of business on October 15, 1998 were entitled to notice
of, and to participate in, this vote of limited partners. Following are the
results of the vote of the limited partners:
<TABLE>
<CAPTION>
No. of Interests
Entitled to Vote Approved Against Abstained Did Not Vote
- ---------------- -------- ------- --------- ------------
No. % No. % No. % No. %
--- - --- - --- - --- -
<S> <C> <C> <C> <C> <C> <C> <C> <C>
213,174 124,038 58.19 4,672 2.19 2,898 1.36 81,566 38.26
</TABLE>
3
<PAGE>
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. During 1998, limited partners of the Partnership
conducted registered and unregistered tender offers for interests in the
Partnership at prices ranging from $180 to $300 per interest. As of February 16,
1999, the number of equity security holders in the Partnership was 11,026.
4
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
For the Year Ended December 31,
-------------------------------------------------------------------------
Cable TV Fund 15-A, Ltd. 1998 1997 1996 1995 1994
- ------------------------------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Revenues $ 40,515,010 $ 39,787,908 $ 37,280,733 $ 34,225,349 $ 31,086,361
Depreciation and Amortization 10,777,091 12,540,147 21,329,239 22,133,502 22,409,936
Operating Income (Loss) 2,607,005 1,030,257 (9,326,188) (11,617,788) (12,760,453)
Net Loss (3,845,819) (5,167,478) (16,193,666) (18,258,258) (17,968,299)
Net Loss per Limited
Partnership Unit (17.86) (24.00) (75.20) (84.79) (83.45)
Weighted Average Number of Limited
Partnership Units Outstanding 213,174 213,174 213,174 213,174 213,174
General Partner's Deficit (1,254,662) (1,216,204) (1,164,529) (1,002,592) (820,009)
Limited Partners' Capital (Deficit) (32,347,981) (28,540,620) (23,424,817) (7,393,088) 10,682,587
Total Assets 52,283,612 55,853,938 61,956,101 77,127,809 92,800,087
Debt 84,097,996 83,284,060 83,824,072 78,818,284 70,287,693
General Partner Advances - 429,811 430,624 4,782,507 10,952,538
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- ------- -----------------------------------------------------------------------
OF OPERATIONS
-------------
CABLE TV FUND 15-A, LTD.
------------------------
The following discussion of the financial condition and results of
operations of Cable TV Fund 15-A, Ltd. (the "Partnership") 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. The
Partnership's actual results may differ significantly from the results predicted
in such forward-looking statements.
FINANCIAL CONDITION
- -------------------
On February 26, 1999, the Partnership sold its Barrington System and South
Suburban System to an unaffiliated party for $174,979,350, subject to customary
closing adjustments. The contract sales price of $175,000,000 was reduced
$20,650, or $2,065 for each equivalent basic subscriber less than 84,750 at
closing. The Barrington System and the South Suburban System had, in total,
only 84,740 basic equivalent subscribers, as defined in the asset purchase
agreement, at closing.
Upon the closing of the sale of the Barrington System and the South
Suburban System, the Partnership repaid all of its indebtedness, which totaled
$84,079,773, paid a brokerage fee to The Intercable Group, Ltd., a wholly owned
subsidiary of Jones Intercable, Inc. (the "General Partner"), totaling
approximately $4,374,484, representing 2.5 percent of the $174,979,350 adjusted
sales price, for acting as a broker in this transaction, settled working capital
adjustments, and then deposited $5,298,000 into an interest-bearing indemnity
escrow account. The remaining net sale proceeds totaling $82,551,081 will be
distributed to the Partnership's limited partners of record as of the closing
date of the sale of the Barrington System and the South Suburban System. This
distribution will give the Partnership's limited partners an approximate return
of $387 for each $500 limited partnership interest, or $774 for each $1,000
invested in the Partnership. Because limited partners will not receive
distributions in an amount equal to 100 percent of the capital initially
contributed to the Partnership by the limited partners plus an amount equal to 6
percent per annum, cumulative and noncompounded, on an amount equal to their
initial capital contributions, the General Partner will not receive a general
partner distribution from the sale of the Barrington System and the South
Suburban System.
The $5,298,000 of the sale proceeds placed in the indemnity escrow account
will remain in escrow from the closing date until November 15, 1999 as security
for the Partnership's agreement to indemnify the buyer under the asset purchase
agreement. The Partnership's primary exposure, if any, will relate to the
representations and warranties to be made about the Barrington System and the
South Suburban System in the asset purchase agreement. Any amounts remaining
from this indemnity escrow account and not claimed by the buyer at the end of
the escrow period plus interest earned on the escrowed funds will be returned to
the Partnership. From this amount, the Partnership will pay any remaining
liabilities and it will then distribute the balance to the Partnership's limited
partners. The Partnership will continue in existence at least until any amounts
remaining from the indemnity escrow account have been distributed. Since the
Barrington System and the South
5
<PAGE>
Suburban System represented the only operating assets of the Partnership, the
Partnership will be liquidated and dissolved upon the final distribution of any
amounts remaining from the indemnity escrow account, most likely in the fourth
quarter of 1999. If any disputes with respect to indemnification arise, the
Partnership would not be dissolved until such disputes were resolved, which
could result in the Partnership continuing in existence beyond 1999.
For the year ended December 31, 1998, the Partnership generated net cash
from operating activities totaling $6,241,823, which is available to fund
capital expenditures and non-operating costs. Capital expenditures totaled
approximately $6,639,400 in 1998. Approximately 42 percent of these
expenditures was for service drops to homes. New plant construction related to
new homes passed accounted for approximately 20 percent. The remainder of the
expenditures was for other capital expenditures to maintain the value of the
Partnership's systems until they were sold. Funding for these expenditures was
provided by cash generated from operations, cash on hand and borrowings from the
Partnership's credit facility. Expected capital expenditures for the first two
months of 1999 were approximately $960,000. Approximately 50 percent of the
expected capital expenditures was for service drops to homes. Approximately 11
percent of the expected capital expenditures was for new plant construction
related to new homes passed. The remainder of the expected expenditures was for
other capital expenditures to maintain the value of the Partnership's systems
until they were sold. Funding for these expenditures was expected to be
provided by cash on hand and cash generated from operations. The Partnership
was obligated to the buyer of the systems to conduct its business in the
ordinary course until the Barrington System and South Suburban System were sold.
At December 31, 1998, $83,900,000 was outstanding under the Partnership's
$85,000,000 revolving credit facility. The entire outstanding balance of the
revolving credit facility was repaid on February 26, 1999 with proceeds from the
sales of the Barrington System and the South Suburban System. Interest was at
the Partnership's option of Prime plus 1/2 percent, the London Interbank Offered
Rate plus 1-1/2 percent or the Certificate of Deposit Rate plus 1-5/8 percent.
The effective interest rates on outstanding obligations as of December 31, 1998
and 1997 were 6.81 percent and 7.34 percent, respectively.
Year 2000 Issue
- ---------------
The Year 2000 issue is the result of many computer programs being written
such that they will malfunction when reading a year of "00." This problem could
cause system failure or miscalculations causing disruptions of business
processes. Due to the Barrington System and the South Suburban System sales on
February 26, 1999, and the planned liquidation and dissolution of the
Partnership in 1999, the Year 2000 issue will not have a material effect on the
Partnership.
RESULTS OF OPERATIONS
- ---------------------
1998 compared to 1997
---------------------
Revenues of the Partnership increased $727,102, or approximately 2 percent,
to $40,515,010 in 1998 from $39,787,908 in 1997. The increase in revenues was
primarily due to basic service rate increases implemented in the Partnership's
systems and an increase in advertising sales revenues and was partially offset
by a decrease in premium and pay-per-view revenues. This increase would have
been higher except for the Barrington System's competition from Ameritech.
Operating expenses consist primarily of costs associated with the operation
and 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 marketing expenses.
Operating expenses increased $635,258, or approximately 3 percent, to
$22,649,773 in 1998 from $22,014,515 in 1997. Increases in plant related and
advertising sales related expenses primarily accounted for the increase in
operating expenses. No other individual factor contributed significantly to the
increase in operating expenses. Operating expenses represented approximately 56
percent and 55 percent of revenues in 1998 and 1997, respectively.
6
<PAGE>
Management fees and allocated overhead from the General Partner increased
$278,152, or approximately 7 percent, to $4,481,141 in 1998 from $4,202,989 in
1997. This increase was due to an increase in revenues, upon which such fees
and allocations are based.
Depreciation and amortization expense decreased $1,763,056, or
approximately 14 percent, to $10,777,091 in 1998 from $12,540,147 in 1997. This
decrease was due to the maturation of a portion of the Partnership's intangible
asset base.
The Partnership's operating income increased $1,576,748 to $2,607,005 in
1998 compared to $1,030,257 in 1997. This increase was a result of the increase
in revenues and the decrease in depreciation and amortization expense exceeding
the increases in operating expenses and management fees and allocated overhead
from the General Partner.
Interest expense decreased $206,799, or approximately 3 percent, to
$6,054,305 in 1998 from $6,261,104 in 1997. This decrease was due to lower
interest rates on interest bearing obligations.
Net loss decreased $1,321,659, or approximately 26 percent, to $3,845,819
in 1998 from $5,167,478 in 1997. This change was due to the factors discussed
above.
1997 compared to 1996
---------------------
Revenues of the Partnership increased $2,507,175, or approximately 7
percent, to $39,787,908 in 1997 from $37,280,733 in 1996. Basic service rate
increases implemented in the Partnership's systems combined with an increase in
the number of basic subscribers primarily accounted for the increase in
revenues. Basic service rate increases implemented in the Partnership's systems
accounted for approximately 48 percent of the increase in revenues. An increase
in the number of basic subscribers in the Partnership's systems accounted for
approximately 36 percent of the increase in revenues. The number of basic
service subscribers increased by 1,396 subscribers, or approximately 2 percent,
to 84,134 subscribers in 1997 from 82,738 subscribers in 1996. No other
individual factor was significant to the increase in revenues.
Operating expenses of the Partnership increased $1,010,719, or
approximately 5 percent, to $22,014,515 in 1997 from $21,003,796 in 1996.
Increases in programming fees primarily accounted for the increase in operating
expenses. No other individual factor was significant to the increase in
operating expenses. Operating expenses represented approximately 55 percent of
revenue in 1997 compared to approximately 56 percent in 1996.
Management fees and allocated overhead from the General Partner decreased
$70,897, or approximately 2 percent, to $4,202,989 in 1997 from $4,273,886 in
1996. This decrease was primarily due to a decrease in allocated expenses from
the General Partner.
Depreciation and amortization expense decreased $8,789,092, or
approximately 41 percent, to $12,540,147 in 1997 from $21,329,239 in 1996 due to
the maturation of a portion of the Partnership's intangible asset base.
The Partnership recorded operating income of $1,030,257 in 1997 compared to
an operating loss of $9,326,188 in 1996. This change was primarily the result
of the decrease in depreciation and amortization expense.
Interest expense decreased $190,544, or approximately 3 percent, to
$6,261,104 in 1997 from $6,451,648 in 1996. This decrease was due to lower
outstanding balances on interest bearing obligation.
Net loss decreased $11,026,188, or approximately 68 percent, to $5,167,478
in 1997 from $16,193,666 in 1996. This decrease was due to the factors
discussed above.
7
<PAGE>
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
- -------------------------------------------------------------------
Interest Rate risk
The Partnership utilizes variable rate long-term debt from its credit
facility to partially finance capital expenditures. Such debt arrangements
expose the Partnership to market risk related to changes in interest rates. The
Partnership repaid all amounts outstanding on its credit facility upon the sale
of the Barrington System and the South Suburban System in 1999. Therefore, the
Partnership's risk from changes in interest rates is not expected to be
significant.
ITEM 8. FINANCIAL STATEMENTS
- -----------------------------
The audited financial statements of the Partnership for the year ended
December 31, 1998 follow.
8
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To the Partners of Cable TV Fund 15-A, Ltd.:
We have audited the accompanying balance sheets of CABLE TV FUND 15-A, LTD.
(a Colorado limited partnership) as of December 31, 1998 and 1997, and the
related statements of operations, partners' deficit and cash flows for each of
the three years in the period ended December 31, 1998. 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 generally accepted auditing
standards. 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 15-A, Ltd. as
of December 31, 1998 and 1997, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1998, in
conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Denver, Colorado,
March 12, 1999.
9
<PAGE>
CABLE TV FUND 15-A, LTD.
------------------------
(A Limited Partnership)
BALANCE SHEETS
--------------
<TABLE>
<CAPTION>
December 31,
----------------------------
ASSETS 1998 1997
------ ------------- -------------
<S> <C> <C>
CASH $ 727,885 $ 771,309
TRADE RECEIVABLES, less allowance for
doubtful receivables of $74,628 and $123,823
at December 31, 1998 and 1997, respectively 495,906 351,275
INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment, at cost 93,060,892 86,421,520
Less- accumulated depreciation (51,571,515) (44,723,417)
------------ ------------
41,489,377 41,698,103
Franchise costs and other intangible assets, net of
accumulated amortization of $111,175,846 and
$107,855,517 at December 31, 1998 and 1997, respectively 8,677,126 11,967,455
------------ ------------
Total investment in cable television properties 50,166,503 53,665,558
DEPOSITS, PREPAID EXPENSES AND DEFERRED CHARGES 893,318 1,065,796
------------ ------------
Total assets $ 52,283,612 $ 55,853,938
============ ============
</TABLE>
The accompanying notes to financial statements
are an integral part of these balance sheets.
10
<PAGE>
CABLE TV FUND 15-A, LTD.
------------------------
(A Limited Partnership)
BALANCE SHEETS
--------------
<TABLE>
<CAPTION>
December 31,
------------------------------
LIABILITIES AND PARTNERS' DEFICIT 1998 1997
--------------------------------- -------------- --------------
<S> <C> <C>
LIABILITIES:
Debt $ 84,097,996 $ 83,284,060
General Partner advances - 429,811
Trade accounts payable and accrued liabilities 1,635,222 1,772,421
Subscriber prepayments 153,037 124,470
------------- -------------
Total liabilities 85,886,255 85,610,762
------------- -------------
COMMITMENTS AND CONTINGENCIES (Note 7)
PARTNERS' DEFICIT:
General Partner-
Contributed capital 1,000 1,000
Accumulated deficit (1,255,662) (1,217,204)
------------- -------------
(1,254,662) (1,216,204)
------------- -------------
Limited Partners-
Net contributed capital
(213,174 units outstanding at
December 31, 1998 and 1997) 90,575,991 90,575,991
Accumulated deficit (122,923,972) (119,116,611)
------------- -------------
(32,347,981) (28,540,620)
------------- -------------
Total liabilities and partners' deficit $ 52,283,612 $ 55,853,938
============= =============
</TABLE>
The accompanying notes to financial statements
are an integral part of these balance sheets.
11
<PAGE>
CABLE TV FUND 15-A, LTD.
------------------------
(A Limited Partnership)
STATEMENTS OF OPERATIONS
------------------------
<TABLE>
<CAPTION>
For the Year Ended December 31,
-----------------------------------------
1998 1997 1996
------------ ------------ -------------
<S> <C> <C> <C>
REVENUES $40,515,010 $39,787,908 $ 37,280,733
COSTS AND EXPENSES:
Operating expenses 22,649,773 22,014,515 21,003,796
Management fees and allocated
overhead from General Partner 4,481,141 4,202,989 4,273,886
Depreciation and amortization 10,777,091 12,540,147 21,329,239
----------- ----------- ------------
OPERATING INCOME (LOSS) 2,607,005 1,030,257 (9,326,188)
----------- ----------- ------------
OTHER INCOME (EXPENSE):
Interest expense (6,054,305) (6,261,104) (6,451,648)
Other, net (398,519) 63,369 (415,830)
----------- ----------- ------------
Total other income (expense) (6,452,824) (6,197,735) (6,867,478)
----------- ----------- ------------
NET LOSS $(3,845,819) $(5,167,478) $(16,193,666)
=========== =========== ============
ALLOCATION OF NET LOSS:
General Partner $ (38,458) $ (51,675) $ (161,937)
=========== =========== ============
Limited Partners $(3,807,361) $(5,115,803) $(16,031,729)
=========== =========== ============
NET LOSS PER LIMITED
PARTNERSHIP UNIT $(17.86) $(24.00) $(75.20)
=========== =========== ============
WEIGHTED AVERAGE NUMBER OF LIMITED
PARTNERSHIP UNITS OUTSTANDING 213,174 213,174 213,174
=========== =========== ============
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
12
<PAGE>
CABLE TV FUND 15-A, LTD.
------------------------
(A Limited Partnership)
STATEMENTS OF PARTNERS' DEFICIT
-------------------------------
<TABLE>
<CAPTION>
For the Year Ended December 31,
-------------------------------------------
1998 1997 1996
------------- ------------- -------------
<S> <C> <C> <C>
GENERAL PARTNER:
Balance, beginning of year $ (1,216,204) $ (1,164,529) $ (1,002,592)
Net loss for year (38,458) (51,675) (161,937)
------------ ------------ ------------
Balance, end of year $ (1,254,662) $ (1,216,204) $ (1,164,529)
============ ============ ============
LIMITED PARTNERS:
Balance, beginning of year $(28,540,620) $(23,424,817) $ (7,393,088)
Net loss for year (3,807,361) (5,115,803) (16,031,729)
------------ ------------ ------------
Balance, end of year $(32,347,981) $(28,540,620) $(23,424,817)
============ ============ ============
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
13
<PAGE>
CABLE TV FUND 15-A, LTD.
------------------------
(A Limited Partnership)
STATEMENTS OF CASH FLOWS
------------------------
<TABLE>
<CAPTION>
For the Year Ended December 31,
-----------------------------------------
1998 1997 1996
------------ ------------ -------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(3,845,819) $(5,167,478) $(16,193,666)
Adjustments to reconcile net
loss to net cash provided by
operating activities:
Depreciation and amortization 10,777,091 12,540,147 21,329,239
Amortization of interest rate protection contract - - 75,375
Decrease (increase) in trade receivables (144,631) 499,702 114,518
Increase in deposits, prepaid expenses
and deferred charges (436,186) (565,534) (167,800)
Increase (decrease) in trade accounts payable and
accrued liabilities and subscriber prepayments (108,632) (393,860) 368,053
----------- ----------- ------------
Net cash provided by operating activities 6,241,823 6,912,977 5,525,719
----------- ----------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net (6,639,372) (6,053,327) (5,785,859)
Other, net (30,000) - -
----------- ----------- ------------
Net cash used in investing activities (6,669,372) (6,053,327) (5,785,859)
----------- ----------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 2,423,538 7,407,459 5,688,725
Repayment of debt (1,609,602) (7,947,471) (682,937)
Decrease in advances from General Partner (429,811) (813) (4,351,883)
----------- ----------- ------------
Net cash provided by (used in)
financing activities 384,125 (540,825) 653,905
----------- ----------- ------------
Increase (decrease) in cash (43,424) 318,825 393,765
Cash, beginning of year 771,309 452,484 58,719
----------- ----------- ------------
Cash, end of year $ 727,885 $ 771,309 $ 452,484
=========== =========== ============
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 6,069,301 $ 6,682,952 $ 6,228,037
=========== =========== ============
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
14
<PAGE>
CABLE TV FUND 15-A, LTD.
------------------------
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
(1) ORGANIZATION AND PARTNERS' INTERESTS
------------------------------------
Formation and Business
----------------------
Cable TV Fund 15-A, Ltd. (the "Partnership"), a Colorado limited
partnership, was formed on February 9, 1989, under a public program sponsored by
Jones Intercable, Inc. ("Intercable"). The Partnership was formed to acquire,
construct, develop and operate cable television systems. Intercable, a publicly
held Colorado corporation, is the "General Partner" and manager of the
Partnership. Intercable and its subsidiaries also own and operate cable
television systems. In addition, Intercable manages cable television systems
for other limited partnerships for which it is the general partner and, also,
for affiliated entities.
Partnership Acquisitions
------------------------
The Partnership owned the cable television systems serving the communities
of Barrington, Lake Barrington, Deer Park, Long Grove, Elgin, South Elgin,
Hawthorn Woods, Kildeer, Lake Zurich, Indian Creek, Vernon Hills and certain
unincorporated areas of Cook, Kane and Lake Counties, all in the State of
Illinois (the "Barrington System") and the cable television systems serving the
communities of Flossmoor, LaGrange, LaGrange Park, Riverside, Indianhead Park,
Hazel Crest, Thornton, Lansing, Matteson, Richton Park, University Park, Crete,
Olympia Fields and Western Springs and certain areas of Cook and Will Counties,
all in the State of Illinois (the "South Suburban System"). These systems were
subsequently sold on February 26, 1999 (discussed below).
Cable Television System Sales
-----------------------------
On February 26, 1999, the Partnership sold its Barrington System and South
Suburban System to an unaffiliated party for $174,979,350, subject to customary
closing adjustments. The contract sales price of $175,000,000 was reduced
$20,650, or $2,065 for each equivalent basic subscriber less than 84,750 at
closing. The Barrington System and South Suburban System had, in total, only
84,740 basic equivalent subscribers, as defined in the asset purchase agreement,
at closing.
Upon the closing of the sale of the Barrington System and the South
Suburban System, the Partnership repaid all of its indebtedness, which totaled
$84,079,773, paid a brokerage fee to The Intercable Group, Ltd., a wholly owned
subsidiary of Intercable, totaling approximately $4,374,484, representing 2.5
percent of the $174,979,350 adjusted sales price, for acting as a broker in this
transaction, settled working capital adjustments, and then deposited $5,298,000
into an interest-bearing indemnity escrow account. The remaining net sale
proceeds totaling $82,551,081 will be distributed to the Partnership's limited
partners of record as of the closing date of the sale of the Barrington System
and the South Suburban System. This distribution will give the Partnership's
limited partners an approximate return of $387 for each $500 limited partnership
interest, or $774 for each $1,000 invested in the Partnership. Because limited
partners will not receive distributions in an amount equal to 100 percent of the
capital initially contributed to the Partnership by the limited partners plus an
amount equal to 6 percent per annum, cumulative and noncompounded, on an amount
equal to their initial capital contributions, the General Partner will not
receive a general partner distribution from the sale of the Barrington System
and the South Suburban System.
The $5,298,000 of the sale proceeds placed in the indemnity escrow account
will remain in escrow from the closing date until November 15, 1999 as security
for the Partnership's agreement to indemnify the buyer under the asset purchase
agreement. The Partnership's primary exposure, if any, will relate to the
representations and warranties to be made about the Barrington System and the
South Suburban System in the asset purchase agreement. Any amounts remaining
from this indemnity escrow account and not claimed by the buyer at the end of
the escrow period plus interest earned on the escrowed funds will be returned to
the Partnership. From this amount, the Partnership will pay any remaining
liabilities and it will then distribute the balance to the Partnership's limited
partners. The Partnership will continue in existence at least until any amounts
remaining from the indemnity escrow account have been distributed. Since the
Barrington System and the South Suburban System represented the only operating
assets of the Partnership, the Partnership will be liquidated and dissolved
15
<PAGE>
upon the final distribution of any amounts remaining from the indemnity escrow
account, most likely in the fourth quarter of 1999. If any disputes with respect
to indemnification arise, the Partnership would not be dissolved until such
disputes were resolved, which could result in the Partnership continuing in
existence beyond 1999.
Contributed Capital, Commissions and Syndication Costs
------------------------------------------------------
The capitalization of the Partnership is set forth in the accompanying
statements of partners' deficit. No limited partner is obligated to make any
additional contribution to partnership capital.
Intercable purchased its interest in the Partnership by contributing $1,000
to partnership capital.
All profits and losses of the Partnership are allocated 99 percent to the
limited partners and 1 percent to Intercable, except for income or gain from the
sale or disposition of cable television properties, which will be allocated to
the partners based upon the formula set forth in the Partnership's 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.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
Accounting Records
------------------
The accompanying financial statements have been prepared on the accrual
basis of accounting in accordance with generally accepted accounting principles.
The Partnership's tax returns are also prepared on the accrual basis.
The preparation of financial statements in conformity with generally
accepted accounting principles requires the General Partner's 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.
Property, Plant and Equipment
-----------------------------
Depreciation of property, plant and equipment is provided primarily using
the straight-line method over the following estimated service lives:
Cable distribution systems 5 - 15 years
Equipment and tools 5 - 7 years
Office furniture and equipment 3 - 5 years
Buildings 30 years
Vehicles 3 - 4 years
Replacements, renewals and improvements are capitalized and maintenance and
repairs are charged to expense as incurred.
Property, plant and equipment and the corresponding accumulated
depreciation are written off as certain assets become fully depreciated and are
no longer in service.
Intangible Assets
-----------------
Costs assigned to franchises, subscriber lists and costs in excess of
interests in net assets purchased are being amortized using the straight-line
method over the following remaining estimated useful lives:
Franchise costs 1 - 10 years
Costs in excess of interests
in net assets purchased 33 years
Revenue Recognition
-------------------
Subscriber prepayments are initially deferred and recognized as revenue
when earned.
16
<PAGE>
(3) TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES
----------------------------------------------------
Management Fees, Distribution Ratios and Reimbursements
-------------------------------------------------------
The General Partner 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. Management
fees paid to the General Partner by the Partnership for the years ended December
31, 1998, 1997 and 1996 were $2,025,751, $1,989,395 and $1,864,037,
respectively. The General Partner has not received and will not receive a
management fee after February 26, 1999.
Any Partnership distributions made from cash flows (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 Intercable. 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, will equal the amount initially contributed to the
Partnership capital by the limited partners and Intercable; second, to the
limited partners which, together with all prior distributions, will equal a 6
percent per annum cumulative and noncompounded return on the capital
contributions of the limited partners; the balance, 75 percent to the limited
partners and 25 percent to Intercable.
The Partnership reimbursed the General Partner for certain allocated
overhead and administrative expenses. These expenses represented the salaries
and related benefits paid for corporate personnel, rent, data processing
services and other corporate facilities costs. Such personnel provided
engineering, marketing, administrative, accounting, legal and investor relations
services to the Partnership. Such services, and their related costs, were
necessary to the operations of the Partnership and would have been incurred by
the Partnership if it was a stand alone entity. Allocations of personnel costs
were based primarily on actual time spent by employees of the General Partner
with respect to each partnership managed. Remaining expenses were 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 Intercable is the general partner were also
allocated a proportionate share of these expenses. The General Partner believes
that the methodology used in allocating overhead and administrative expenses was
reasonable. Reimbursements by the Partnership to the General Partner for
allocated overhead and administrative expenses for the years ended December 31,
1998, 1997 and 1996 were $2,455,390, $2,213,594 and $2,409,849, respectively.
The Partnership will continue to reimburse the General Partner for actual time
spent on Partnership business by employees of the General Partner until the
Partnership is liquidated and dissolved, but the Partnership will not bear a
revenue-based allocation of overhead and administrative expenses beyond February
26, 1999.
The Partnership was charged interest during 1998 at an average interest
rate of 7.05 percent on the amounts due the General Partner, which approximated
the General Partner's weighted average cost of borrowing. Total interest
charged to the Partnership by the General Partner for the years ended December
31, 1998, 1997 and 1996 was $20,857, $28,297 and $273,827, respectively.
Payments to/from Affiliates for Programming Services
----------------------------------------------------
The Partnership has received programming from Superaudio, Knowledge TV,
Inc., Jones Computer Network, Ltd., Great American Country, Inc. and Product
Information Network, all of which are affiliates of the General Partner.
Payments to Superaudio totaled $37,096, $29,315 and $12,783 in 1998, 1997
and 1996, respectively. Payments to Knowledge TV, Inc. totaled $66,195, $61,405
and $54,086 in 1998, 1997 and 1996, respectively. Payments to Jones Computer
Network, Ltd., whose service was discontinued in April 1997, totaled $40,501 and
$60,617 in 1997 and 1996, respectively. Payments to Great American Country,
Inc. totaled $63,928, $63,014 and $3,937 in 1998, 1997 and 1996, respectively.
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 $93,678,
$88,862 and $56,078 in 1998, 1997 and 1996, respectively.
17
<PAGE>
(4) PROPERTY, PLANT AND EQUIPMENT
-----------------------------
Property, plant and equipment as of December 31, 1998 and 1997, consisted
of the following:
<TABLE>
<CAPTION>
December 31,
----------------------------
<S> <C> <C>
1998 1997
------------ ------------
Cable distribution systems $ 86,713,848 $ 80,576,893
Equipment and tools 3,698,119 3,379,339
Office furniture and equipment 797,910 680,980
Buildings 638,343 638,343
Vehicles 1,034,672 967,965
Land 178,000 178,000
------------ ------------
93,060,892 86,421,520
Less: accumulated depreciation (51,571,515) (44,723,417)
------------ ------------
$ 41,489,377 $ 41,698,103
============ ============
(5) DEBT
----
Debt consists of the following: December 31,
---------------------------
1998 1997
------------ ------------
Lending institutions-
Revolving credit and term loan $ 83,900,000 $ 83,000,000
Capital lease obligations 197,996 284,060
------------ ------------
$ 84,097,996 $ 83,284,060
============ ============
</TABLE>
At December 31, 1998, $83,900,000 was outstanding under the Partnership's
$85,000,000 revolving credit facility. The entire outstanding balance of the
revolving credit facility was repaid on February 26, 1999 with proceeds from the
sales of the Barrington System and the South Suburban System. Interest was at
the Partnership's option of Prime plus 1/2 percent, the London Interbank Offered
Rate plus 1-1/2 percent or the Certificate of Deposit Rate plus 1-5/8 percent.
The effective interest rates on outstanding obligations as of December 31, 1998
and 1997 were 6.81 percent and 7.34 percent, respectively.
At December 31, 1998 and 1997, the carrying amount of the Partnership's
long-term debt did not differ significantly from the estimated fair value of the
financial instruments. The fair value of the Partnership's long-term debt is
estimated based on the discounted amount of future cash flows using the
Partnership's current incremental rate of borrowing for a similar liability as
well as on other factors.
(6) 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 Intercable.
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.
18
<PAGE>
Taxable income (loss) reported to the partners is different from that
reported in the statements of operations due to the difference in depreciation
recognized under generally accepted accounting principles and the expense
allowed for tax purposes under the Modified Accelerated Cost Recovery System
(MACRS). There are no other significant differences between taxable income
(loss) and the net income (loss) reported in the statements of operations.
(7) COMMITMENTS AND CONTINGENCIES
-----------------------------
Office and other facilities are rented under various long-term lease
arrangements. Rent paid under such lease arrangements totaled $183,926,
$135,330 and $123,430, respectively, for the years ended December 31, 1998, 1997
and 1996.
From the sales of the Barrington System and the South Suburban System, a
portion of the sales proceeds totaling $5,298,000 was placed in an interest-
bearing indemnity escrow account and will remain in escrow from the closing date
until November 15, 1999 as security for the Partnership's agreement to indemnify
the buyer under the asset purchase agreement. The Partnership's primary
exposure, if any, will relate to the representations and warranties to be made
about the Barrington System and the South Suburban System in the asset purchase
agreement. Any amounts remaining from this indemnity escrow account and not
claimed by the buyer at the end of the escrow period plus interest earned on the
escrowed funds will be returned to the Partnership. From this amount, the
Partnership will pay any remaining liabilities and it will then distribute the
balance to the Partnership's limited partners.
(8) SUPPLEMENTARY PROFIT AND LOSS INFORMATION
-----------------------------------------
Supplementary profit and loss information is presented below:
<TABLE>
<CAPTION>
For the Year Ended December 31,
-----------------------------------
1998 1997 1996
---------- ---------- -----------
<S> <C> <C> <C>
Maintenance and repairs $ 246,792 $ 214,197 $ 201,270
========== ========== ===========
Taxes, other than income and
payroll taxes $ 133,189 $ 55,854 $ 88,981
========== ========== ===========
Advertising $ 457,053 $ 375,411 $ 490,961
========== ========== ===========
Depreciation of property,
plant and equipment $7,244,394 $6,759,480 $ 6,060,869
========== ========== ===========
Amortization of intangible assets $3,532,697 $5,780,667 $15,268,370
========== ========== ===========
</TABLE>
19
<PAGE>
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 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.
<TABLE>
<S> <C> <C>
Glenn R. Jones 69 Chairman of the Board and Chief Executive Officer
James B. O'Brien 49 President and Director
Ruth E. Warren 49 Group Vice President/Operations
Kevin P. Coyle 47 Group Vice President/Finance
Cynthia A. Winning 47 Group Vice President/Marketing
Elizabeth M. Steele 47 Vice President/General Counsel/Secretary
Wayne H. Davis 45 Vice President/Engineering
Larry W. Kaschinske 39 Vice President/Controller
Robert E. Cole 66 Director
William E. Frenzel 70 Director
Josef J. Fridman 53 Director
Donald L. Jacobs 60 Director
Robert Kearney 62 Director
James J. Krejci 57 Director
Raphael M. Solot 65 Director
Howard O. Thrall 51 Director
Siim A. Vanaselja 42 Director
Sanford Zisman 59 Director
Robert B. Zoellick 45 Director
</TABLE>
Mr. Glenn R. Jones has served as Chairman of the Board of Directors
and Chief Executive Officer of the General Partner since its formation in 1970,
and he was President from June 1984 until April 1988. Mr. Jones is the sole
shareholder, President and Chairman of the Board of Directors of Jones
International, Ltd. He is also Chairman of the Board of Directors of the
subsidiaries of the General Partner and of certain other affiliates of the
General Partner. Mr. Jones has been involved in the cable television business in
various capacities since 1961, and he is a member of the Board of Directors and
of the Executive Committee of the National Cable Television Association. In
addition, Mr. Jones is a member of the Board and Education Council of the
National Alliance of Business. Mr. Jones is also a founding member of the James
Madison Council of the Library of Congress. Mr. Jones has been the recipient of
several awards including: the Grand Tam Award in 1989, the highest award from
the Cable Television Administration and Marketing Society; the President's Award
from the Cable Television Public Affairs Association in recognition of Jones
International's educational efforts through Mind Extension University (now
Knowledge TV); the Donald G. McGannon Award for the advancement of minorities
and women in cable from the United Church of Christ Office of Communications;
the STAR Award from American Women in Radio and Television, Inc. for exhibition
of a commitment to the issues and concerns of women in television and radio; the
Cableforce 2000 Accolade awarded by Women in Cable in recognition of the General
Partner's innovative employee programs; the Most Outstanding Corporate
Individual Achievement Award from the International Distance Learning Conference
for his contributions to distance education; the Golden Plate Award from the
American Academy of Achievement for his advances in distance education; the Man
of the Year named by the Denver chapter of the Achievement Rewards for College
Scientists; and in 1994 Mr. Jones was inducted into Broadcasting and Cable's
Hall of Fame.
20
<PAGE>
Mr. James B. O'Brien, the General Partner's President, joined the
General Partner in January 1982. Prior to being elected President and a director
of the General Partner in December 1989, Mr. O'Brien served as a division
manager, director of operations planning/assistant to the CEO, Fund Vice
President and Group Vice President/Operations. Mr. O'Brien was appointed to the
General Partner's Executive Committee in August 1993. As President, he is
responsible for the day-to-day operations of the cable television systems
managed and owned by the General Partner. Mr. O'Brien is a board member of Cable
Labs, Inc., the research arm of the U.S. cable television industry. He also
serves as Chairman of the Board of Directors of CTAM: The Marketing Society for
the Cable Telecommunications Industry and as an executive director of the Walter
Kaitz Foundation, a foundation that places people of ethnic minority groups in
positions with cable television systems, networks and vendor companies. Mr.
O'Brien's numerous industry recognitions include a CTAM Tami Award for marketing
excellence, a Women In Cable and Telecommunications Accolade Award recognizing
his leadership efforts on behalf of women in the telecommunications industry,
The President's Award for Leadership from the Illinois Cable and
Telecommunications Association and a Lifetime Achievement Award from The
National Association of Minorities in Communications. Additionally, Mr. O'Brien
is a member of The Society of UK Cable Pioneers.
Ms. Ruth E. Warren joined the General Partner in August 1980 and has
served in various operational capacities, including system marketing manager,
director of marketing, assistant division manager, regional vice president and
Fund Vice President, since then. Ms. Warren was elected Group Vice
President/Operations of the General Partner in September 1990. Ms. Warren is a
past president of Women in Cable & Telecommunications and past Chairman of the
Women in Cable Foundation. She serves as the Vice Chair of Five Points Media
Center Board and on the Corporate Advisory Board of Planned Parenthood of the
Rocky Mountains and the Advisory Board for Girls Count. In 1995, Ms. Warren
received the Corporate Business Woman of the Year Award from the Colorado
Women's Chamber of Commerce, and in 1998 Ms. Warren received the Vanguard Award
for Distinguished Leadership from the National Cable Television Association.
Mr. Kevin P. Coyle joined The Jones Group, Ltd. in July 1981 as Vice
President/Financial Services. In September 1985, he was appointed Senior Vice
President/Financial Services. He was elected Treasurer of the General Partner in
August 1987, Vice President/Treasurer in April 1988 and Group Vice
President/Finance and Chief Financial Officer in October 1990. From 1978 to 1981
Mr. Coyle was employed by American Television and Communications (now Time
Warner Cable), and from 1974 to 1978 he was an associate at Haskins & Sells (now
Deloitte & Touche LLP).
Ms. Cynthia A. Winning joined the General Partner as Group Vice
President/Marketing in December 1994. Previous to joining the General Partner,
Ms. Winning served since 1994 as the President of PRS Inc., Denver, Colorado, a
sports and event marketing company. From 1979 to 1981 and from 1986 to 1994, Ms.
Winning served as the Vice President and Director of Marketing for Citicorp
Retail Services, Inc., a provider of private-label credit cards for ten national
retail department store chains. From 1981 to 1986, Ms. Winning was the Director
of Marketing Services for Daniels & Associates cable television operations, as
well as the Western Division Marketing Director for Capital Cities Cable.
Ms. Elizabeth M. Steele joined the General Partner in August 1987 as
Vice President/General Counsel and Secretary. From August 1980 until joining the
General Partner, Ms. Steele was an associate and then a partner at the Denver
law firm of Davis, Graham & Stubbs, which serves as counsel to the General
Partner.
Mr. Wayne H. Davis joined the General Partner in August 1983 and has
served in various technical operations positions, including System Engineering
Manager, Fund Engineering Manager, Senior Director/Technical Operations, and
Vice President/Technical Operations since then. Mr. Davis was elected Vice
President/Engineering in June 1998. He is past Vice President of the Upstate New
York Chapter of the Society of Cable Telecommunications Engineers. Mr. Davis has
received certification from the Society of Cable Telecommunications Engineers,
Broadband Cable Telecommunications Engineering Program and the National Cable
Television Institute's Technology Program.
21
<PAGE>
Mr. Larry Kaschinske joined the General Partner in 1984 as a staff
accountant in the General Partner's former Wisconsin Division, was promoted to
Assistant Controller in 1990, named Controller in August 1994 and was elected
Vice President/Controller in June 1996.
Mr. Robert E. Cole was appointed a director of the General Partner in
March 1996. Mr. Cole is currently self-employed as a partner of First Variable
Insurance Marketing and is responsible for marketing to National Association of
Securities Dealers, Inc. firms in northern California, Oregon, Washington and
Alaska. From 1993 to 1995, Mr. Cole was the Director of Marketing for Lamar Life
Insurance Company; from 1992 to 1993, Mr. Cole was Senior Vice President of PMI
Inc., a third party lender serving the special needs of Corporate Owned Life
Insurance (COLI) and from 1988 to 1992, Mr. Cole was the principal and co-
founder of a specialty investment banking firm that provided services to finance
the ownership and growth of emerging companies, productive assets and real
property. Mr. Cole is a Certified Financial Planner and a former United States
Naval Aviator.
Mr. William E. Frenzel was appointed a director of the General
Partner in April 1995. Mr. Frenzel has been a Guest Scholar since 1991 with the
Brookings Institution, a research organization located in Washington D.C. Until
his retirement in January 1991, Mr. Frenzel served for twenty years in the
United States House of Representatives, representing the State of Minnesota,
where he was a member of the House Ways and Means Committee and its Trade
Subcommittee, the Congressional Representative to the General Agreement on
Tariffs and Trade (GATT), the Ranking Minority Member on the House Budget
Committee and a member of the National Economic Commission. Mr. Frenzel also
served in the Minnesota Legislature for eight years. He is Vice Chairman of the
Eurasia Foundation, a Board Member of the U.S.-Japan Foundation, the Close-Up
Foundation, Sit Mutual Funds, Logistics Management Institute and Chairman of the
Japan-America Society of Washington.
Mr. Josef J. Fridman was appointed a director of the General Partner
in February 1998. Mr. Fridman is currently Chief Legal Officer of Bell Canada
and of BCE Inc., Canada's largest telecommunications company. Mr. Fridman joined
Bell Canada, a wholly owned subsidiary of BCE Inc., in 1969, and has held
increasingly senior positions with Bell Canada and BCE Inc. since such time. Mr.
Fridman has held his current position since March 1998. Mr. Fridman's
directorships include Alouette Telecommunications Inc., Telesat Canada, TMI
Communications, Inc., Telebec Itee, BCI Telecom Holding Inc. and BCE Corporate
Services Inc. He is a member of the Quebec Bar Association, the Canadian,
American and International Bar Associations and the Lord Reading Law Society.
Mr. Fridman is a governor of the Quebec Bar Foundation.
Mr. Donald L. Jacobs was appointed a director of the General Partner
in April 1995. Mr. Jacobs is a retired executive officer of TRW. Prior to his
retirement, he was Vice President and Deputy Manager of the Space and Defense
Sector; prior to that appointment, he was the Vice President and General Manager
of the Defense Systems Group and prior to his appointment as Group General
Manager, he was President of ESL, Inc., a wholly owned subsidiary of TRW. During
his career, Mr. Jacobs served on several corporate, professional and civic
boards.
Mr. Robert Kearney was appointed a director and a member of the
Executive Committee of the General Partner in July 1997. Mr. Kearney is a
retired executive officer of Bell Canada. Prior to his retirement in December
1993, Mr. Kearney was the President and Chief Executive Officer of Bell Canada.
He served as Chairman of BCE Canadian Telecom Group in 1994 and as Deputy
Chairman of BCI Management Limited in 1995. He currently serves as a Director of
MPACT, a Canadian electronic commerce company. During his career, Mr. Kearney
served in a variety of capacities in the Canadian, American and International
Standards organizations, and he has served on several corporate, professional
and civic boards.
Mr. James J. Krejci is President and CEO of Comtect International,
Inc., a company in the specialized mobile radio services business, headquartered
in Denver, Colorado. Prior to joining Comtec International, Inc. in February
1998, Mr. Krejci was President and CEO of Imagelink Technologies, Inc.,
headquartered in Boulder, Colorado, from June 1996 to February 1998, and prior
to that, he was President of the International Division of International Gaming
Technology, the world's largest gaming equipment manufacturer, with headquarters
in
22
<PAGE>
Reno, Nevada from May 1994 to February 1995. Prior to joining IGT, Mr. Krejci
was Group Vice President of Jones International, Ltd. and was Group Vice
President of the General Partner. He also served as an officer of subsidiaries
of Jones International, Ltd. until leaving the General Partner in May 1994. Mr.
Krejci has been a director of the General Partner since August 1987.
Mr. Raphael M. Solot was appointed a director of the General Partner
in March 1996 and he was elected Vice Chairman of the Board of Directors in
November 1997. Mr. Solot is an attorney and has practiced law for 34 years with
an emphasis on franchise, corporate and partnership law and complex litigation.
Mr. Howard O. Thrall was appointed a director of the General Partner
in March 1996. Mr. Thrall had previously served as a Director of the General
Partner from December 1988 to December 1994. Mr. Thrall is a management and
international marketing consultant, having active assignments with First
National Net, Inc., LEP Technologies, Cheong Kang Associates (Korea), Aero
Investment Alliance, Inc. and Western Real Estate Partners, among others. From
September 1993 through July 1996, Mr. Thrall served as Vice President of Sales,
Asian Region, for World Airways, Inc. headquartered at the Washington Dulles
International Airport. From 1984 until August 1993, Mr. Thrall was with the
McDonnell Douglas Corporation, where he concluded as a Regional Vice President,
Commercial Marketing with the Douglas Aircraft Company subsidiary.
Mr. Siim A. Vanaselja was appointed a director of the General Partner
in August 1996. He is the Chief Financial Officer of BCI Telecom Holding Inc.
Mr. Vanaselja joined BCE Inc., Canada's largest telecommunications company, in
February 1994 as Assistant Vice-President, International Taxation. In June 1994,
he was appointed Assistant Vice-President and Director of Taxation, and in
February 1995, Mr. Vanaselja was appointed Vice-President, Taxation. On August
1, 1996, Mr. Vanaselja was appointed the Executive Vice President and Chief
Financial Officer of Bell Canada International Inc., a subsidiary of BCE Inc.
Prior to joining BCE Inc. and since August 1989, Mr. Vanaselja was a partner in
the Toronto office of KPMG Peat Marwick Thorne. Mr. Vanaselja has been a member
of the Institute of Chartered Accountants of Ontario since 1982 and is a member
of the Canadian Tax Foundation, the Tax Executives Institute and the
International Fiscal Association.
Mr. Sanford Zisman was appointed a director of the General Partner in
June 1996. Mr. Zisman is a principal in the law firm of Zisman & Ingraham, P.C.
of Denver, Colorado and he has practiced law for 33 years, specializing in the
areas of tax, business and estate planning and probate administration. Mr.
Zisman was a member of the Board of Directors of Saint Joseph Hospital, the
largest hospital in Colorado, from 1991 to 1997, serving at various times as
Chairman of the Board, Chairman of the Finance Committee and Chairman of the
Strategic Planning Committee. Since 1982, he has also served on the Board of
Directors of Maxim Series Fund, Inc., a subsidiary of Great-West Life Assurance
Company.
Mr. Robert B. Zoellick was appointed a director of the General
Partner in April 1995. Mr. Zoellick is the President and CEO of the Center for
Strategic and International Studies (CSIS), an independent, non-profit policy
institution with a staff of 180 people and a $17 million budget. He was the John
M. Olin Professor at the U.S. Naval Academy for the 1997-1998 term. From 1993
through 1997, he was Executive Vice President at Fannie Mae, a federally
chartered and stockholder-owned corporation that is the largest housing finance
investor in the United States. From August 1992 to January 1993, Mr. Zoellick
served as Deputy Chief of Staff of the White House and Assistant to the
President. From May 1991 to August 1992, Mr. Zoellick served concurrently as the
Under Secretary of State for Economic and Agricultural Affairs and as Counselor
of the Department of State, a post he assumed in March 1989. From 1985 to 1988,
Mr. Zoellick served at the Department of Treasury in a number of capacities,
including Counselor to the Secretary. Mr. Zoellick currently serves on the
boards of Alliance Capital and Said Holdings and the Advisory Council of Enron
Corp.
23
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
--------------------------------
The Partnership has no employees; however, various personnel were
required to operate the Partnership's cable systems. Such personnel were
employed by the General Partner and, the cost of such employment was charged by
the General Partner to the Partnership as a direct reimbursement item. See Item
13.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGERS
----------------------------------------------------------------------
As of February 16, 1999, no person or entity owned more than 5
percent of the limited partnership interests of the Partnership.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------
Prior to selling the Partnership's Barrington System and South
Suburban System, the Partnership engaged in certain transactions with the
General Partner and certain of its affiliates. The General Partner believes that
the terms of such transactions were generally as favorable as could be obtained
by the Partnership from unaffiliated parties. This determination has been made
by the General Partner in good faith, but none of the terms were negotiated at
arm's-length and there can be no assurance that the terms of such transactions
have been as favorable as those that could have been obtained by the Partnership
from unaffiliated parties.
Transactions with the General Partner
The General Partner manages the Partnership and the General Partner
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. The General Partner will not receive a management fee after
February 26, 1999, the date of the sale of the Barrington System and the South
Suburban System.
The Partnership reimbursed the General Partner for certain allocated
overhead and administrative expenses. These expenses represented the salaries
and benefits paid to corporate personnel, rent, data processing services and
other corporate facilities costs. Such personnel provided engineering,
marketing, administrative, accounting, legal and investor relations services to
the Partnership. Allocations of personnel costs were based primarily on actual
time spent by employees of the General Partner with respect to each partnership
managed. Remaining expenses were 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 were also allocated a
proportionate share of these expenses. The Partnership will continue to
reimburse the General Partner for actual time spent on Partnership business by
employees of the General Partner until the Partnership is liquidated and
dissolved, but the Partnership will not bear a revenue-based allocation of
overhead and administrative expenses beyond February 26, 1999.
The General Partner has from time to time advanced funds to the
Partnership and charged interest on the balance payable. The interest rate
charged approximated the General Partner's weighted average cost of borrowing.
Transactions with Affiliates
Jones International, Ltd. ("International"), a company owned by Glenn
R. Jones, and certain of its subsidiaries provided various services to the
Partnership, including affiliation agreements for the distribution of
programming owned by affiliated companies on cable television systems owned by
the Partnership, as described below.
Knowledge TV, Inc., a company jointly owned by Mr. Jones, affiliates of
International, the General Partner and BCI Telecom Holdings Inc., a principal
shareholder of the General Partner, operates the television network Knowledge
TV. Knowledge TV provides programming related to computers and technology;
business, careers and
24
<PAGE>
finance; health and wellness; and global culture and languages. Knowledge TV.
Inc. provided its programming to the Partnership's cable systems.
The Great American Country network provided country music video
programming to the cable television systems owned by the Partnership. This
network is owned and operated by Great American Country, Inc., a subsidiary of
Jones International Networks, Ltd., an affiliate of the General Partner.
Jones Galactic Radio, Inc. is a subsidiary of Jones International
Networks, Ltd., an affiliate of the General Partner. Superaudio, a joint venture
between Jones Galactic Radio, Inc. and an unaffiliated entity, provided audio
programming to the Partnership's cable systems.
The Product Information Network Venture (the "PIN Venture") is a
venture among a subsidiary of Jones International Networks, Ltd., an affiliate
of the General Partner, and two unaffiliated cable system operators. The PIN
Venture operates the Product Information Network ("PIN"), which is a 24-hour
network that airs long-form advertising generally known as "infomercials." The
PIN Venture generally makes incentive payments of approximately 60 percent of
its net advertising revenue to the cable systems that carry its programming. The
Partnership's systems carried PIN for all or part of each day. Revenues received
by the Partnership from the PIN Venture relating to the Partnership's systems
totaled approximately $93,678 for the year ended December 31, 1998.
The charges to the Partnership for related party transactions were as
follows for the periods indicated:
<TABLE>
<CAPTION>
For the Year Ended December 31,
-------------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Management fees $2,025,751 $1,989,395 $1,864,037
Allocation of expenses 2,455,390 2,213,594 $2,409,849
Interest expense 20,857 28,297 273,827
Amount of advances outstanding 0 429,811 430,624
Highest amount of advances outstanding 0 429,811 4,782,507
Programming fees:
Knowledge TV, Inc. 66,195 61,405 54,086
Great American Country 63,928 63,014 3,937
Superaudio 37,096 29,315 12,783
</TABLE>
25
<PAGE>
PART IV.
--------
<TABLE>
<CAPTION>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
-------------------------------------------------------------------------
<S> <C>
(a) 1. See index to financial statements for the list of financial statements and exhibits
thereto filed as part of this report.
3. The following exhibits are filed herewith.
4.1 Limited Partnership Agreement for Cable TV Fund 15-A, Ltd. (1)
10.1 Asset Purchase Agreement dated as of August 7, 1998 between Cable TV Fund 15-A, Ltd. and
TCI Communications, Inc. (2)
27 Financial Data Schedule
__________
(1) Incorporated by reference from Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1989 (Commission File No. 17733).
(2) Incorporated by reference from Registrant's Schedule 14A filed with the Securities and
Exchange Commission on October 16, 1998 (Commission File No. 17733).
(b) Reports on Form 8-K
-------------------
None.
</TABLE>
26
<PAGE>
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.
CABLE TV FUND 15-A, LTD.
a Colorado limited partnership
By: Jones Intercable, Inc.
By: /s/ Glenn R. Jones
------------------
Glenn R. Jones
Chairman of the Board and Chief
Dated: March 24, 1999 Executive Officer
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/ Glenn R. Jones
------------------
Glenn R. Jones
Chairman of the Board and Chief
Executive Officer
Dated: March 24, 1999 (Principal Executive Officer)
By: /s/ Kevin P. Coyle
------------------
Kevin P. Coyle
Group Vice President/Finance
Dated: March 24, 1999 (Principal Financial Officer)
By: /s/ Larry Kaschinske
--------------------
Larry Kaschinske
Vice President/Controller
Dated: March 24, 1999 (Principal Accounting Officer)
By: /s/ James B. O'Brien
--------------------
James B. O'Brien
Dated: March 24, 1999 President and Director
By: /s/ Robert E. Cole
------------------
Robert E. Cole
Dated: March 24, 1999 Director
By: /s/ William E. Frenzel
----------------------
William E. Frenzel
Dated: March 24, 1999 Director
27
<PAGE>
By: /s/ Josef J. Fridman
--------------------
Josef J. Fridman
Dated: March 24, 1999 Director
By:
--------------------
Donald L. Jacobs
Dated: March 24, 1999 Director
By: /s/ Robert Kearney
------------------
Robert Kearney
Dated: March 24, 1999 Director
By: /s/ James J. Krejci
-------------------
James J. Krejci
Dated: March 24, 1999 Director
By: /s/ Raphael M. Solot
--------------------
Raphael M. Solot
Dated: March 24, 1999 Director
By: /s/ Howard O. Thrall
--------------------
Howard O. Thrall
Dated: March 24, 1999 Director
By: /s/ Siim A. Vanaselja
---------------------
Siim A. Vanaselja
Dated: March 24, 1999 Director
By: /s/ Sanford Zisman
------------------
Sanford Zisman
Dated: March 24, 1999 Director
By: /s/ Robert B. Zoellick
----------------------
Robert B. Zoellick
Dated: March 24, 1999 Director
28
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 727,885
<SECURITIES> 0
<RECEIVABLES> 495,906
<ALLOWANCES> (74,628)
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 93,060,892
<DEPRECIATION> (51,571,515)
<TOTAL-ASSETS> 52,283,612
<CURRENT-LIABILITIES> 1,788,259
<BONDS> 84,097,996
0
0
<COMMON> 0
<OTHER-SE> (33,602,643)
<TOTAL-LIABILITY-AND-EQUITY> 52,283,612
<SALES> 0
<TOTAL-REVENUES> 40,515,010
<CGS> 0
<TOTAL-COSTS> 37,908,005
<OTHER-EXPENSES> 398,519
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,054,305
<INCOME-PRETAX> (3,845,819)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3,845,819)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,845,819)
<EPS-PRIMARY> (17.86)
<EPS-DILUTED> (17.86)
</TABLE>
