<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark one)
[x] Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 For the quarterly period ended March 31, 1999.
--------------
[ ] 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 0-17733
Cable TV Fund 15-A, LTD.
- --------------------------------------------------------------------------------
Exact name of registrant as specified in charter
Colorado #84-1091413
- --------------------------------------------------------------------------------
State of organization I.R.S. employer I.D. #
1500 Market Street, Philadelphia, PA 19102-2148
-----------------------------------------------
Address of principal executive office
(215) 665-1700
-----------------------------
Registrant's telephone number
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- ____
<PAGE>
CABLE TV FUND 15-A, LTD.
-----------------------------
(A Limited Partnership)
UNAUDITED BALANCE SHEETS
-----------------------------
<TABLE>
<CAPTION>
March 31, December 31,
ASSETS 1999 1998
------ --------------- ---------------
<S> <C> <C>
CASH $ - $ 727,885
PROCEEDS FROM SALE IN ESCROW 5,317,868 -
TRADE RECEIVABLES, less allowance for doubtful
receivables of $-0- and $74,628 at March 31, 1999
and December 31, 1998, respectively - 495,906
INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment, at cost - 93,060,892
Less accumulated depreciation - (51,571,515)
--------------- ---------------
- 41,489,377
Franchise costs and other intangible assets, net of
accumulated amortization of $-0- and $111,175,846
at March 31, 1999 and December 31, 1998, respectively - 8,677,126
--------------- ---------------
Total investment in cable television properties - 50,166,503
DEPOSITS, PREPAID EXPENSES AND DEFERRED CHARGES - 893,318
--------------- ---------------
Total assets $5,317,868 $ 52,283,612
=============== ===============
</TABLE>
The accompanying notes to unaudited financial statements
are an integral part of these unaudited balance sheets.
2
<PAGE>
CABLE TV FUND 15-A, LTD.
------------------------
(A Limited Partnership)
UNAUDITED BALANCE SHEETS
------------------------
<TABLE>
<CAPTION>
March 31, December 31,
LIABILITIES AND PARTNERS CAPITAL (DEFICIT) 1999 1998
------------------------------------------ ------------- --------------
<S> <C> <C>
LIABILITIES:
Debt $ - $ 84,097,996
Accounts payable and accrued liabilities 2,231,959 1,635,222
Subscriber prepayments - 153,037
------------- --------------
Total liabilities 2,231,959 85,886,255
------------- --------------
PARTNERS' CAPITAL (DEFICIT):
General Partner-
Contributed capital 1,000 1,000
Accumulated deficit (1,000) (1,255,662)
------------- --------------
- (1,254,662)
------------- --------------
Limited Partners-
Net contributed capital (213,174 units
outstanding at March 31, 1999
and December 31, 1998) 90,575,991 90,575,991
Distributions (82,551,081) -
Accumulated deficit (4,939,001) (122,923,972)
------------- --------------
3,085,909 (32,347,981)
------------- --------------
Total liabilities and partners' capital (deficit) $ 5,317,868 $ 52,283,612
============= ==============
</TABLE>
The accompanying notes to unaudited financial statements are an
integral part of these unaudited balance sheets.
3
<PAGE>
CABLE TV FUND 15-A, LTD.
------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF OPERATIONS
----------------------------------
<TABLE>
<CAPTION>
For the Three Months Ended
March 31,
----------------------------
1999 1998
------------ ------------
<S> <C> <C>
REVENUES $ 6,320,196 $ 10,056,669
COSTS AND EXPENSES:
Operating expenses 4,042,268 5,506,102
Management fees and allocated
overhead from General Partner 703,302 1,080,139
Depreciation and amortization 1,813,974 2,984,446
------------ ------------
OPERATING INCOME (LOSS) (239,348) 485,982
------------ ------------
OTHER INCOME (EXPENSE):
Interest expense (911,435) (1,519,681)
Gain on sale of cable television system 120,634,133 -
Other, net (243,717) 35,473
------------ ------------
Total other income (expense), net 119,478,981 (1,484,208)
------------ ------------
NET INCOME (LOSS) $ 119,239,633 $ (998,226)
============ ============
ALLOCATION OF NET INCOME (LOSS):
General Partner $ 1,254,662 $ (9,982)
============ ============
Limited Partners $ 117,984,971 $ (988,244)
============ ============
NET INCOME (LOSS) PER LIMITED PARTNERSHIP UNIT $ 553.47 $ (4.64)
============ ============
WEIGHTED AVERAGE NUMBER OF LIMITED
PARTNERSHIP UNITS OUTSTANDING 213,174 213,174
============ ============
</TABLE>
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
4
<PAGE>
CABLE TV FUND 15-A, LTD.
------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF CASH FLOWS
----------------------------------
<TABLE>
<CAPTION>
For the Three Months Ended
March 31,
----------------------------
1999 1998
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $119,239,633 $ (998,226)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization 1,813,974 2,984,446
Gain on sale of cable television systems (120,634,133) -
Decrease (increase) in trade receivables, net 495,906 (567,512)
Decrease (increase) in deposits, prepaid expenses and
deferred charges 77,606 (217,449)
Increase (decrease) in accounts payable and
accrued liabilities and subscriber prepayments 443,700 (386,623)
Decrease in General Partner advances - (429,811)
------------ ------------
Net cash provided by operating activities 1,436,686 384,825
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net (822,360) (1,091,483)
Proceeds from sale of cable television system, net of
brokerage fees and escrow 165,306,866 -
------------ ------------
Net cash provided by (used in) investing activities 164,484,506 (1,091,483)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings - 700,000
Repayment of debt (84,097,996) (27,597)
Distribution to Limited Partners (82,551,081) -
------------ ------------
Net cash provided by (used in) financing activities (166,649,077) 672,403
------------ ------------
Decrease in cash (727,885) (34,255)
Cash, beginning of period 727,885 771,309
------------ ------------
Cash, end of period $ - $ 737,054
============ ============
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 1,512,940 $1,549,690
============ ============
</TABLE>
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
5
<PAGE>
CABLE TV FUND 15-A, LTD.
------------------------
(A Limited Partnership)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
---------------------------------------
(1) This Form 10-Q is being filed in conformity with the SEC requirements
for unaudited financial statements and does not contain all of the necessary
footnote disclosures required for a complete presentation of the Balance Sheets
and Statements of Operations and Cash Flows in conformity with generally
accepted accounting principles. However, in the opinion of management, this data
includes all adjustments, consisting only of normal recurring accruals,
necessary to present fairly the financial position of Cable TV Fund 15-A, Ltd.
(the "Partnership") at March 31, 1999 and December 31, 1998 and its Statements
of Operations and Cash Flows for the three month periods ended March 31, 1999
and 1998.
The Partnership owned and operated the cable television systems serving
the communities of Barrington, Elgin, South Elgin, Hawthorn Woods, Kildeer, Lake
Zurich, Indian Creek, Vernon Hills and certain unincorporated areas of Kane and
Lake Counties, all in the State of Illinois (the "Barrington System") and the
cable television system serving the communities of Flossmoor, La Grange, La
Grange Park, Riverside, Indianhead Park, Hazel Crest, Thornton, Lansing,
Matteson, Richton Park, University Park, Crete, Olympia Fields and Western
Springs, all in the State of Illinois (the "South Suburban System"), until they
were sold on February 26, 1999. Jones Intercable, Inc. ("Intercable"), a
publicly held Colorado corporation, is the "General Partner" and manages the
Partnership.
On April 7, 1999, Comcast Corporation ("Comcast") completed the
acquisition of a controlling interest in the General Partner. Comcast now owns
approximately 12.8 million shares of the General Partner's Class A Common Stock
and approximately 2.9 million shares of the General Partner's Common Stock,
representing approximately 37% of the economic interest and 47% of the voting
interest in the General Partner. Also on that date, Comcast contributed its
shares in the General Partner to Comcast's wholly owned subsidiary, Comcast
Cable Communications, Inc. ("Comcast Cable"). The approximately 2.9 million
shares of Common Stock of the General Partner owned by Comcast represents
approximately 57% of the outstanding Common Stock, which class of stock is
entitled to elect 75% of the Board of Directors of the General Partner. As a
result of this transaction, the General Partner is now a consolidated public
company subsidiary of Comcast Cable.
Also on April 7, 1999, the bylaws of the General Partner were amended to
establish the size of the General Partner's Board of Directors as a range from
eight to thirteen directors and the board was reconstituted so as to have eight
directors and the following directors of the General Partner resigned: Robert E.
Cole, Josef J. Fridman, James J. Krejci, James B. O'Brien, Raphael M. Solot,
Robert Kearney, Howard O. Thrall, Siim Vanaselja, Sanford Zisman and Glenn R.
Jones. In addition, Donald L. Jacobs resigned as a director elected by the
holders of Class A Common Stock and was elected by the remaining directors as a
director elected by the holders of Common Stock. The remaining directors elected
the following persons to fill the vacancies on the board created by such
resignations: Ralph J. Roberts, Brian L. Roberts, John R. Alchin, Stanley Wang
and Lawrence S. Smith. All of the newly elected directors, with the exception of
Mr. Jacobs, are officers of Comcast. Also on April 7, 1999, the following
executive officers of the General Partner resigned: Glenn R. Jones, James B.
O'Brien, Ruth E. Warren, Kevin P. Coyle, Cynthia A. Winning, Elizabeth M.
Steele, Wayne H. Davis and Larry W. Kaschinske. The following persons were
appointed as executive officers of the General Partner on April 7, 1999: Ralph
J. Roberts, Brian L. Roberts, Lawrence S. Smith, John R. Alchin and Stanley
Wang.
Comcast is principally engaged in the development, management and
operation of broadband cable networks and in the provision of content through
programming investments. Comcast Cable is principally engaged in the
development, management and operation of broadband cable networks. The address
of Comcast's principal office is 1500 Market Street, Philadelphia, Pennsylvania
19102-2148, which is also now the address of the General Partner's principal
office. The address of Comcast Cable's principal office is 1201 Market Street,
Suite 2201, Wilmington, Delaware 19801.
(2) 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
6
<PAGE>
Suburban System had, in total, only 84,740 equivalent basic 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. ("The Intercable
Group"), 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 were distributed to the
Partnership's limited partners of record as of February 26, 1999. This
distribution was made in March 1999. Such distribution represented an
approximate return of $387 for each $500 limited partnership interest, or $774
for each $1,000 invested in the Partnership. Because limited partners did 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 did 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 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 its remaining
liabilities, which totaled $2,231,959 at March 31, 1999, 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 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.
(3) The General Partner manages 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 three month periods
ended March 31, 1999 and 1998 were $316,010 and $502,833, respectively. The
General Partner has not received and will not receive a management fee after
February 26, 1999.
The Partnership will continue to reimburse the General Partner for
certain administrative expenses. These expenses represent the salaries and
related benefits paid for corporate personnel. Such personnel provide
administrative, accounting, tax, legal and investor relations services to the
Partnership. Such services, and their related costs, are necessary to the
administration of the Partnership. Reimbursements by the Partnership to the
General Partner for overhead and administrative expenses for the three month
periods ended March 31, 1999 and 1998 were $387,292 and $577,306, respectively.
7
<PAGE>
CABLE TV FUND 15-A, LTD.
------------------------
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
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 South Suburban System had, in total, only
84,740 equivalent basic 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 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 were distributed to the
Partnership's limited partners of record as of February 26, 1999. This
distribution was made in March 1999. Such distribution represented an
approximate return of $387 for each $500 limited partnership interest, or $774
for each $1,000 invested in the Partnership. Because limited partners did 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 did 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 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 its remaining
liabilities, which totaled $2,231,959 at March 31, 1999, 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 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.
The then outstanding balance of the Partnership's $85,000,000 revolving
credit facility was repaid in full on February 26, 1999, with proceeds from the
sale of the Barrington System and the South Suburban System. Interest was at the
Partnership's option of the Prime Rate 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.
RESULTS OF OPERATIONS
- ---------------------
Due to the sale of the Barrington System and the South Suburban System
on February 26, 1999, which were the Partnership's only operating assets, a full
discussion of results of operations would not be meaningful. The Partnership had
total revenues of $6,320,196 and generated an operating loss of $239,348 for the
three months ended March 31, 1999. Other expense of $243,717 incurred in the
first quarter of 1999 related to various costs associated with the sale of the
Partnership's systems. Because of the gain of $120,634,133 on the sale of the
systems, the Partnership realized net income of $119,239,633. The limited
partners' net income allocation totaled $117,984,971, or $553.47 per limited
partnership unit, for the three months ended March 31, 1999.
8
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
27) Financial Data Schedule
b) Reports on Form 8-K
Report on Form 8-K dated February 26, 1999, filed in March
1999, reported that on February 26, 1999, the Partnership sold the
Barrington System and the South Suburban System to an unaffiliated
party for $175,000,000, subject to customary closing adjustments.
9
<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 15-A, LTD.
BY: JONES INTERCABLE, INC.
General Partner
By: /S/ Lawrence S. Smith
---------------------------------
Lawrence S. Smith
Principal Accounting Officer
By: /S/ Joseph J. Euteneuer
---------------------------------
Joseph J. Euteneuer
Vice President
(Authorized Officer)
Dated: May 14, 1999
10
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,317,868
<CURRENT-LIABILITIES> 2,231,959
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 3,085,909
<TOTAL-LIABILITY-AND-EQUITY> 5,317,868
<SALES> 0
<TOTAL-REVENUES> 6,320,196
<CGS> 0
<TOTAL-COSTS> 6,559,544
<OTHER-EXPENSES> (120,390,416)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 911,435
<INCOME-PRETAX> 119,239,633
<INCOME-TAX> 0
<INCOME-CONTINUING> 119,239,633
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 119,239,633
<EPS-PRIMARY> 533.47
<EPS-DILUTED> 533.47
</TABLE>
