UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(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, 2003
[ ] 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 0-16200
CABLE TV FUND 14-B, LTD.
Exact name of registrant as specified in charter
Colorado 84-1024658
- ------------------------- --------------------------
State of organization I.R.S. employer I.D. #
c/o Comcast Corporation
1500 Market Street, Philadelphia, PA 19102-2148
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Address of principal executive office
(215) 665-1700
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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
----- ------
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12-b2 of the Exchange Act).
Yes No X
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CABLE TV FUND 14-B, LTD.
(A Limited Partnership)
CONDENSED BALANCE SHEET
(Unaudited)
March 31, December 31,
ASSETS 2003 2002
--------------- ---------------
Cash................................................................... $125,150 $124,861
--------------- ---------------
Total assets...................................................... $125,150 $124,861
=============== ===============
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
Advances from affiliates............................................ $30,444 $9,595
--------------- ---------------
Total liabilities............................................. 30,444 9,595
--------------- ---------------
Commitments and Contingencies (Note 3)
PARTNERS' CAPITAL:
General Partner-
Contributed capital................................................. 1,000 1,000
Accumulated deficit................................................. (1,000) (1,000)
--------------- ---------------
--------------- ---------------
Limited Partners-
Net contributed capital (261,353 units outstanding
at March 31, 2003 and December 31, 2002)...................... 112,127,301 112,127,301
Distributions....................................................... (112,853,367) (112,853,367)
Accumulated earnings................................................ 820,772 841,332
--------------- ---------------
94,706 115,266
--------------- ---------------
Total liabilities and partners' capital....................... $125,150 $124,861
=============== ===============
See notes to condensed financial statements.
1
CABLE TV FUND 14-B, LTD.
(A Limited Partnership)
CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
Three Months Ended
March 31,
2003 2002
----------- -----------
OTHER INCOME (EXPENSE):
Interest income...................................................................... $289 $1,008
Administrative expense and other..................................................... (20,849) (15,643)
----------- -----------
NET LOSS................................................................................ ($20,560) ($14,635)
=========== ===========
ALLOCATION OF NET LOSS:
General Partner......................................................................
=========== ===========
Limited Partners..................................................................... ($20,560) ($14,635)
=========== ===========
NET LOSS PER LIMITED PARTNERSHIP UNIT................................................... ($0.08) ($0.06)
=========== ===========
WEIGHTED AVERAGE NUMBER OF LIMITED
PARTNERSHIP UNITS OUTSTANDING........................................................ 261,353 261,353
=========== ===========
See notes to condensed financial statements.
2
CABLE TV FUND 14-B, LTD.
(A Limited Partnership)
CONDENSED STATEMENT OF CASH FLOWS
(Unaudited)
For the Three Months Ended
March 31,
2003 2002
---------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss............................................................................ ($20,560) ($14,635)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Increase in advances from affiliates....................................... 20,849 15,643
---------- -----------
Net cash provided by operating activities.............................. 289 1,008
Cash, beginning of period................................................................ 124,861 230,893
---------- -----------
Cash, end of period...................................................................... $125,150 $231,901
========== ===========
See notes to condensed financial statements.
3
CABLE TV FUND 14-B, LTD.
(A Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(1) The condensed balance sheet as of December 31, 2002 has been derived from
the audited balance sheet as of that date. The condensed balance sheet as of
March 31, 2003 and the condensed statements of operations and of cash flows for
the three months ended March 31, 2003 and 2002 are unaudited. In the opinion of
management, all adjustments necessary to present fairly the financial position,
results of operations and cash flows as of March 31, 2003 and for all periods
presented have been made.
Certain information and note disclosures normally included in the
Partnership's annual financial statements prepared in accordance with accounting
principles generally accepted in the United States have been condensed or
omitted. These condensed financial statements should be read in conjunction with
the financial statements and notes thereto included in the Partnership's
December 31, 2002 Annual Report on Form 10-K filed with the Securities and
Exchange Commission. The results of operations for the interim periods presented
are not necessarily indicative of operating results for the full year.
The Partnership owns no properties. The Partnership has continued in
existence because of pending litigation in which the Partnership is a party. It
cannot be predicted when the Partnership will be dissolved.
(2) The Partnership reimburses its general partner for certain allocated
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 for the administration of the
Partnership until the Partnership is dissolved. Such charges were included in
administrative expenses and other in the accompanying condensed statement of
operations. Administrative expenses allocated to the Partnership for the three
months ended March 31, 2003 and 2002 were $618 and $14,141, respectively.
(3) Commitments and Contingencies
Litigation Challenging Jones Intercable's Acquisition of Certain Cable Systems
In June 1999, Jones Intercable was named a defendant in a case
captioned City Partnership Co., derivatively on behalf of Cable TV Fund 14-B,
Ltd., plaintiff v. Jones Intercable, Inc., defendant and Cable TV Fund 14-B,
Ltd., nominal defendant (U.S. District Court, District of Colorado, Civil Action
No. 99-WM-1051) (the "City Partnership case") brought by City Partnership Co., a
limited partner of the Partnership. The plaintiff's complaint alleges that Jones
Intercable breached its fiduciary duty to the plaintiff and to the other limited
partners of the Partnership in connection with the Partnership's sale of the
Littlerock System to a subsidiary of Jones Intercable in January 1999. The
complaint alleges that Jones Intercable acquired the Littlerock System at an
unfairly low price that did not accurately reflect the market value of the
Littlerock System. The plaintiff also alleges that the proxy solicitation
materials delivered to the limited partners of the Partnership in connection
with the vote of the limited partners on the Partnership's sale of the
Littlerock System contained inadequate and misleading information concerning the
fairness of the transaction, which the plaintiff claims caused Jones Intercable
to breach its fiduciary duty of candor to the limited partners and which the
plaintiff claims constituted acts and omissions in violation of Section 14(a) of
the Securities Exchange Act of 1934, as amended. Plaintiff also claims that
Jones Intercable breached the contractual provision of the Partnership's limited
partnership agreement requiring that the sale price be determined by the average
of three separate, independent appraisals, challenging both the independence and
the currency of the appraisals. The complaint finally seeks declaratory
injunctive relief to prevent Jones Intercable from making use of the
Partnership's funds to finance Jones Intercable's defense of this litigation.
In August 1999, Jones Intercable was named a defendant in a case
captioned Gramercy Park Investments, LP, Cobble Hill Investments, LP and
Madison/AG Partnership Value Partners II, plaintiffs v. Jones Intercable, Inc.
and Glenn R. Jones, defendants, and Cable TV Fund 12-B, Ltd., Cable TV Fund
12-C, Ltd., Cable TV Fund 12-D, Ltd., Cable TV Fund 14-A, Ltd. and Cable TV Fund
14-B, Ltd., nominal defendants (U.S. District Court, District of Colorado, Civil
Action No. 99-B-1508) (the "Gramercy Park" case) brought as a class and
derivative action by limited partners of the named partnerships. The plaintiffs'
complaint alleges that the defendants made false and misleading statements to
the limited partners of the named partnerships in connection with the
solicitation of proxies and the votes of the limited partners on the sales of
the Palmdale System, the Albuquerque, New Mexico cable communications system
(the "Albuquerque System"), the Littlerock, California cable communications
system (the "Littlerock System") and the Calvert County, Maryland cable
communications system (the "Calvert
4
CABLE TV FUND 14-B, LTD.
(A Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
County System") by the named partnerships to Jones Intercable or one of its
subsidiaries in violation of Sections 14 and 20 of the Securities Exchange Act
of 1934, as amended. The plaintiffs specifically allege that the proxy
statements delivered to the limited partners in connection with the limited
partners' votes on these sales were false, misleading and failed to disclose
material facts necessary to make the statements made not misleading. The
plaintiffs' complaint also alleges that the defendants breached their fiduciary
duties to the plaintiffs and to the other limited partners of the named
partnerships and to the named partnerships in connection with the various sales
of the Albuquerque System, the Palmdale System, the Littlerock System and the
Calvert County System to subsidiaries of Jones Intercable. The complaint alleges
that Jones Intercable acquired these cable communications systems at unfairly
low prices that did not accurately reflect the market values of the systems. The
plaintiffs seek on their own behalf and on behalf of all other limited partners
compensatory and nominal damages, the costs and expenses of the litigation,
including reasonable attorneys' and experts' fees, and punitive and exemplary
damages.
In August 1999, Jones Intercable was named a defendant in a case
captioned William Barzler, plaintiff v. Jones Intercable, Inc. and Glenn R.
Jones, defendants and Cable TV Fund 14-B, Ltd., nominal defendant (U.S. District
Court, District of Colorado, Civil Action No. 99-B-1604) ("Barzler") brought as
a class and derivative action by a limited partner of the named partnership. The
substance of the Barzler plaintiff's complaint is similar to the allegations
raised in the Gramercy Park case except that it relates only to the sale of the
Littlerock System by the Partnership.
In September 1999, Jones Intercable was named a defendant in a case
captioned Sheryle Trainer, plaintiff v. Jones Intercable, Inc. and Glenn R.
Jones, defendants, and Cable TV Fund 14-B, Ltd., nominal defendant (U.S.
District Court, District of Colorado, Civil Action No. 99-B-1751) ("Trainer")
brought as a class and derivative action by a limited partner of the named
partnership. The substance of the Trainer plaintiff's complaint is similar to
the allegations raised in the Gramercy Park case except that it relates only to
the sale of the Littlerock System by the Partnership.
In September 1999, Jones Intercable was named a defendant in a case
captioned Mary Schumacher, Charles McKenzie and Geraldine Lucas, plaintiffs v.
Jones Intercable, Inc. and Glenn R. Jones, defendants and Cable TV Fund 12-B,
Ltd., Cable TV Fund 12-C, Ltd., Cable TV Fund 12-D, Ltd., Cable TV Fund 14-A,
Ltd. and Cable TV Fund 14-B, Ltd., nominal defendants (U.S. District Court,
District of Colorado, Civil Action No. 99-WM-1702) ("Schumacher") brought as a
class and derivative action by three limited partners of the named partnerships.
The substance of the Schumacher plaintiffs' complaint is similar to the
allegations raised in the Gramercy Park case.
In September 1999, Jones Intercable was named a defendant in a case
captioned Robert Margolin, Henry Wahlgren and Joan Wahlgren, plaintiffs v. Jones
Intercable, Inc. and Glenn R. Jones, defendants and Cable TV Fund 12-B, Ltd.,
Cable TV Fund 12-C, Ltd., Cable TV Fund 12-D, Ltd., Cable TV Fund 14-A, Ltd. and
Cable TV Fund 14-B, Ltd., nominal defendants (U.S. District Court, District of
Colorado, Civil Action No. 99-B-1778) ("Margolin") brought as a class and
derivative action by three limited partners of the named partnerships. The
substance of the Margolin plaintiffs' complaint is similar to the allegations
raised in the Gramercy Park case.
In November 1999, the United States District Court for the District of
Colorado entered an order consolidating all of the cases challenging Jones
Intercable's acquisitions of the Albuquerque, Palmdale, Littlerock and Calvert
County Systems because these cases involve common questions of law and fact. The
cases are presented as both class and derivative actions. In June 2001, the
plaintiffs filed a motion for class certification. In August 2001, the General
Partner filed a brief in opposition to plaintiffs' motion for class
certification. In September 2002, the court granted the plaintiffs' motion for
class certification. A trial date has not yet been set by the court.
The General Partner believes that the defendants have defenses to the
plaintiffs' claims for relief and challenges to the plaintiffs' claims for
damages, and the General Partner intends to defend these lawsuits vigorously.
All amounts to be paid, if any, as a result of the litigation described above
are the responsibility of the General Partner, subject to indemnification and
other rights of the General Partner pursuant to the terms of the limited
partnership agreements.
5
CABLE TV FUND 14-B, LTD.
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FINANCIAL CONDITION
The only asset of the Partnership at March 31, 2003 was its cash on
hand, which is being held in reserve to pay the Partnership's administrative
expenses until the Partnership is dissolved. The Partnership has continued in
existence because of pending litigation in which the Partnership is a party. It
cannot be predicted when the Partnership will be dissolved.
RESULTS OF OPERATIONS
Administrative expenses and other in the accompanying condensed
statement of operations represents various costs associated with the
administration of the Partnership.
Item 4. Controls and Procedures
(a) Disclosure controls and procedures. Our chief executive officer and
our co-chief financial officers, after evaluating the effectiveness of our
"disclosure controls and procedures" (as defined in the Securities Exchange Act
of 1934 Rules 13a-14(c) and 15d-14(c)) as of a date (the "Evaluation Date")
within 90 days before the filing date of this quarterly report, have concluded
that as of the Evaluation Date, our disclosure controls and procedures were
adequate and designed to ensure that material information relating to us would
be made known to them.
(b) Changes in internal controls. There were no significant changes in
our internal controls or to our knowledge, in other factors that could
significantly affect our internal controls and procedures subsequent to the
Evaluation Date.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Refer to Note 3 to our condensed financial statements included in this
Quarterly Report on Form 10-Q for a discussion of recent developments related to
our legal proceedings.
Item 6. Exhibits and Reports on Form 8-K.
a) Exhibits
None.
b) Reports on Form 8-K
None.
6
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 14-B, LTD.
BY: COMCAST CABLE COMMUNICATIONS, INC.
--------------------------------------
General Partner
By: /s/ Lawrence J. Salva
--------------------------------------
Lawrence J. Salva
Senior Vice President
(Principal Accounting Officer)
Dated: May 14, 2003
7
CERTIFICATIONS
I, Brian L. Roberts, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Cable TV Fund 14-B,
Ltd.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 14, 2003
/s/ Brian L. Roberts
- --------------------------------------------
Name: Brian L. Roberts
Chief Executive Officer
8
I, Lawrence S. Smith, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Cable TV Fund 14-B,
Ltd.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 14, 2003
/s/ Lawrence S. Smith
- -------------------------------------------
Name: Lawrence S. Smith
Co-Chief Financial Officer
9
I, John R. Alchin, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Cable TV Fund 14-B,
Ltd.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 14, 2003
/s/ John R. Alchin
- --------------------------------------------
Name: John R. Alchin
Co-Chief Financial Officer
10