AMERICAN CABLE TV INVESTORS 5 LTD - 10-Q Quarterly Report

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTER ENDED MARCH 31, 2003

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NO. 0-16784

AMERICAN CABLE TV INVESTORS 5, LTD.
(Exact name of Registrant as specified in its charter)

STATE OF COLORADO 84-1048934
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

C/O COMCAST CORPORATION 19102
1500 MARKET STREET (Zip Code)
PHILADELPHIA, PA
(Address of principal executive offices)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(215) 665-1700

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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AMERICAN CABLE TV INVESTORS 5, LTD.
FORM 10-Q
QUARTER ENDED MARCH 31, 2003
TABLE OF CONTENTS

PART I -- FINANCIAL INFORMATION

AMERICAN CABLE TV INVESTORS 5, LTD.
(A COLORADO LIMITED PARTNERSHIP)

BALANCE SHEETS
(UNAUDITED)

See accompanying notes to financial statements.

1

AMERICAN CABLE TV INVESTORS 5, LTD.
(A COLORADO LIMITED PARTNERSHIP)

STATEMENTS OF OPERATIONS
(UNAUDITED)

See accompanying notes to financial statements.
2

AMERICAN CABLE TV INVESTORS 5, LTD.
(A COLORADO LIMITED PARTNERSHIP)

STATEMENTS OF CASH FLOWS
(UNAUDITED)

See accompanying notes to financial statements.
3

AMERICAN CABLE TV INVESTORS 5, LTD.
(A COLORADO LIMITED PARTNERSHIP)

NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2003
(UNAUDITED)

(1) BASIS OF FINANCIAL STATEMENT PREPARATION

The accompanying financial statements of American Cable TV Investors 5,
Ltd. ("ACT 5" or the "Partnership") are unaudited. In the opinion of management,
all adjustments (consisting only of normal recurring accruals) have been made
which are necessary to present fairly the financial position of the Partnership
as of March 31, 2003 and its results of operations for the three months ended
March 31, 2003 and 2002. The results of operations for the interim periods are
not necessarily indicative of the results for the entire year.

These financial statements should be read in conjunction with the financial
statements and related notes thereto included in the Partnership's December 31,
2002 Annual Report on Form 10-K.

The Partnership's general partner is IR-TCI Partners V, L.P. ("IR-TCI" or
the "General Partner"), a Colorado limited partnership. The general partner of
IR-TCI is TCI Ventures Five, Inc., a subsidiary of TCI Cablevision Associates,
Inc. ("Cablevision"). Cablevision is an indirect subsidiary of Comcast Cable
Holdings, LLC ("Comcast Cable Holdings") and is the managing agent of the
Partnership. Comcast Cable Holdings is an indirect subsidiary of Comcast
Corporation ("Comcast").

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported
amounts of revenue and expenses during the reporting period. Actual results
could differ from those estimates.

(2) TRANSACTIONS WITH RELATED PARTIES

The Partnership has a management agreement with an affiliate of Comcast
Cable Holdings whereby this affiliate is responsible for performing all services
necessary for the management of the Partnership. The Partnership reimburses this
affiliate for direct out-of-pocket and indirect expenses allocable to the
Partnership and for certain personnel employed on a full- or part-time basis to
perform accounting, marketing, technical or other services. Such reimbursements
amounted to $9,000 for each of the three months ended March 31, 2003 and 2002.

Amounts due to related parties, which represent non-interest-bearing
payables to Comcast Cable Holdings and its affiliates, consist of the net effect
of cash advances and certain intercompany expense charges.

(3) CONTINGENCIES

On November 2, 1999 a limited partner of ACT 5 filed suit in United States
District Court for the District of Colorado against the General Partner of ACT
5. The lawsuit also names certain affiliates of the General Partner as
defendants. The lawsuit alleges that the defendants violated disclosure
requirements under the Securities Exchange Act of 1934 in connection with
soliciting limited partner approval of the sale of the Partnership's cable
television system located in and around Riverside, California (the "Riverside
Sale") and that certain defendants breached their fiduciary duty in connection
with the Riverside Sale. Also named as a defendant is Lehman Brothers Inc.
("Lehman"), which provided to ACT 5 a fairness opinion relative to the Riverside
Sale. On May 18, 2001, the Court denied the Defendants' motion to dismiss the
complaint. A trial date has been set for March 2004. Based upon the limited
facts available, management believes that, although no assurance can be given as
to the outcome of this action, the ultimate disposition should not have a
material adverse effect upon the financial condition of the Partnership.

4

AMERICAN CABLE TV INVESTORS 5, LTD.
(A COLORADO LIMITED PARTNERSHIP)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Section 21 of the Partnership Agreement provides that the General Partner
and its affiliates, subject to certain conditions set forth in more detail in
the Partnership Agreement, are entitled to be indemnified for any liability or
loss incurred by them by reason of any act performed or omitted to be performed
by them in connection with the business of ACT 5, provided that the General
Partner determines, in good faith, that such course of conduct was in the best
interests of ACT 5 and did not constitute proven fraud, negligence, breach of
fiduciary duty or misconduct. The engagement agreement between ACT 5 and Lehman
provides that, subject to certain conditions set forth in more detail in the
engagement agreement, Lehman is entitled to be indemnified for any liability or
loss, and to be reimbursed by ACT 5 for legal expenses incurred as a result of
its rendering of services in connection with the fairness opinion. The General
Partner and its affiliates and Lehman each have submitted a demand for
indemnification. Consequently, legal fees incurred by the defendants with
respect to the above lawsuit have been reflected in "General and Administrative
Expenses" in the accompanying statements of operations in the period that such
legal fees were incurred by the defendants. For the three months ended March 31,
2003 and 2002, legal fees related to the above lawsuit of $25,000 and $125,000,
respectively, have been included in "General and Administrative Expenses" in the
accompanying statements of operations.

On August 1, 2002, the plaintiff in the above lawsuit filed a motion to bar
defendants from recovering indemnification for attorneys' fees and costs during
the pendency of the lawsuit. On September 16, 2002, plaintiff and the General
Partner, Ventures Five, and Comcast (the "TCI Defendants") filed with the court
a stipulation by which the TCI Defendants agreed that ACT 5 would not reimburse
Comcast for legal fees or expenses of the TCI Defendants unless, at the
conclusion of the case, the court authorizes the indemnification payment. The
plaintiff withdrew its motion without prejudice.

On January 31, 2003, the Court denied plaintiff's motion seeking to bar
Lehman from recovering indemnification of attorney's fees and costs during the
pendency of this lawsuit. As a result, Lehman is entitled to indemnification
pursuant to the terms of its engagement agreement and Comcast is entitled to
reimbursement by ACT 5 for such indemnification payments.

Although no assurance can be given as to the outcome of the remaining
indemnification matters, based on information currently available to management,
ACT 5 believes that the defendants are entitled to indemnification pursuant to
the terms of the Partnership Agreement. Accordingly, management of ACT 5 intends
to continue to reflect covered expenses in "General and Administrative
Expenses". From the inception of the lawsuit through March 31, 2003, claims for
indemnification have been submitted to ACT 5 totaling approximately $2.1
million. Such amounts are reflected in "Amounts due to related parties" in the
accompanying balance sheet at March 31, 2003.

On October 7, 2002, the defendants and plaintiff filed motions for partial
summary judgment with respect to certain of the plaintiff's claims in the above
lawsuit. The court has not yet ruled on these motions and they remain pending.

On April 1, 1997, the Partnership sold its cable television system located
in and around Shelbyville and Manchester, Tennessee (the "Southern Tennessee
System") to Rifkin Acquisition Partners, L.L.L.P. ("Rifkin"). Pursuant to the
asset purchase agreement, $494,000 of the sales price was placed in escrow (the
"Southern Tennessee Escrow") and was subject to indemnifiable claims by Rifkin
through March 31, 1998. Prior to March 31, 1998, Rifkin filed a claim against
the Southern Tennessee Escrow relating to a class action lawsuit filed by a
customer challenging late fee charges with respect to the Southern Tennessee
System. On September 14, 1999, Rifkin sold the Southern Tennessee System to an
affiliate of Charter Communications, Inc. ("Charter"). In connection with such
sale, Charter was assigned the rights of the indemnification claim. The class
action lawsuit has been settled and dismissed. The amount of the Southern
Tennessee Escrow due

5

AMERICAN CABLE TV INVESTORS 5, LTD.
(A COLORADO LIMITED PARTNERSHIP)

NOTES TO FINANCIAL STATEMENTS -- (CONCLUDED)

Charter as a result of terms of the settlement agreement has not yet been
determined. Upon determination of amounts due Charter, the remaining funds in
the Southern Tennessee Escrow will be released to ACT 5.

The claim against the Southern Tennessee Escrow and the lawsuit described
above have had and will continue to have the effect of delaying any final
liquidating distributions of the Partnership.

6

AMERICAN CABLE TV INVESTORS 5, LTD.
(A COLORADO LIMITED PARTNERSHIP)

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

The following discussion and analysis should be read in conjunction with
the Partnership's Management's Discussion and Analysis of Financial Condition
and Results of Operations included in the Partnership's Annual Report on Form
10-K for the year ended December 31, 2002.

MATERIAL CHANGES IN RESULTS OF OPERATIONS

The Partnership has sold all of its cable television assets and, therefore,
is no longer actively engaged in the cable television business. Pending the
resolution of the contingencies described in note 5 to the accompanying
financial statements, the Partnership will seek to make a final determination of
its liabilities so that liquidating distributions can be made in connection with
its dissolution. The Partnership's results of operations for the three months
ended March 31, 2003 and 2002 include general and administrative ("G&A")
expenses and interest income. The Partnership's G&A expenses are primarily
comprised of legal fees and costs associated with the administration of the
Partnership. G&A expenses decreased $87,000 during the three months ended March
31, 2003, as compared to the corresponding prior year period. Such decrease is
due to legal fees associated with the litigation described in note 5 to the
accompanying financial statements. Interest income relates to interest earned on
the Partnership's cash and cash equivalents. Interest income decreased $15,000
during the three months ended March 31, 2003, as compared to the corresponding
prior year period. Such decrease is due to a decrease in interest rates.

MATERIAL CHANGES IN FINANCIAL CONDITION

On April 1, 1997, the Partnership sold the Southern Tennessee System to
Rifkin. Pursuant to the asset purchase agreement, $494,000 of the sales price
for the Southern Tennessee System was placed in escrow and was subject to
indemnifiable claims for up to one year following consummation of the sale of
the Southern Tennessee System. Prior to its release, Rifkin filed a claim
against the Southern Tennessee Escrow relating to a class action lawsuit filed
by a customer challenging late fee charges with respect to the Southern
Tennessee System. On September 14, 1999, Rifkin sold the Southern Tennessee
System to an affiliate of Charter. In connection with such sale, Charter was
assigned the rights to the indemnification claim. The class action lawsuit has
been settled and dismissed. The amount of the Southern Tennessee Escrow due
Charter as a result of terms of the settlement agreement has not yet been
determined. Upon determination of amounts due Charter, the remaining funds in
the Southern Tennessee Escrow will be released to ACT 5.

On November 2, 1999 a limited partner of ACT 5 filed suit in United States
District Court for the District of Colorado against the General Partner of ACT
5. The lawsuit also names certain affiliates of the General Partner as
defendants. The lawsuit alleges that the defendants violated disclosure
requirements under the Securities Exchange Act of 1934 in connection with
soliciting limited partner approval of the Riverside Sale and that certain
defendants breached their fiduciary duty in connection with the Riverside Sale.
Also named defendant is Lehman Brothers Inc. ("Lehman"), which provided to ACT 5
a fairness opinion relative to the Riverside Sale. On May 18, 2001, the Court
denied the Defendants' motion to dismiss the complaint. A trial date has been
set for March 2004. Based upon the limited facts available, management believes
that, although no assurance can be given as to the outcome of this action, the
ultimate disposition should not have a material adverse effect upon the
financial condition of the Partnership.

Section 21 of the Partnership Agreement provides that the General Partner
and its affiliates, subject to certain conditions set forth in more detail in
the Partnership Agreement, are entitled to be indemnified for any liability or
loss incurred by them by reason of any act performed or omitted to be performed
by them in connection with the business of ACT 5, provided that the General
Partner determines, in good faith, that such course of conduct was in the best
interests of ACT 5 and did not constitute proven fraud, negligence, breach of
fiduciary duty or misconduct. The engagement agreement between ACT 5 and Lehman
provides that, subject to certain conditions set forth in more detail in the
engagement agreement, Lehman is entitled to be
7

indemnified for any liability or loss, and to be reimbursed by ACT 5 for legal
expenses incurred as a result of its rendering of services in connection with
the fairness opinion. The General Partner and its affiliates and Lehman each
have submitted a demand for indemnification. Consequently, legal fees incurred
by the defendants with respect to the above lawsuit have been reflected in
"General and Administrative Expenses" in the accompanying statements of
operations in the period that such legal fees were incurred by the defendants.
For the three months ended March 31, 2003 and 2002, legal fees related to the
above lawsuit of $25,000 and $125,000, respectively, have been included in
"General and Administrative Expenses" in the accompanying statements of
operations.

On August 1, 2002, the plaintiff in the above lawsuit filed a motion to bar
defendants from recovering indemnification for attorneys' fees and costs during
the pendency of the lawsuit. On September 16, 2002, plaintiff and the General
Partner, Ventures Five, and Comcast (the "TCI Defendants") filed with the court
a stipulation by which the TCI Defendants agreed that ACT 5 would not reimburse
Comcast for legal fees or expenses of the TCI Defendants unless, at the
conclusion of the case, the court authorizes the indemnification payment. The
plaintiff withdrew its motion without prejudice.

On January 31, 2003, the Court denied plaintiff's motion seeking to bar
Lehman from recovering indemnification of attorney's fees and costs during the
pendency of this lawsuit. As a result, Lehman is entitled to indemnification
pursuant to the terms of its engagement agreement and Comcast is entitled to
reimbursement by ACT 5 for such indemnification payments.

Although no assurance can be given as to the outcome of the remaining
indemnification matters, based on information currently available to management,
ACT 5 believes that the defendants are entitled to indemnification pursuant to
the terms of the Partnership Agreement. Accordingly, management of ACT 5 intends
to continue to reflect covered expenses in "General and Administrative
Expenses". From the inception of the lawsuit through March 31, 2003, claims for
indemnification have been submitted to ACT 5 totaling approximately $2.1
million. Such amounts are reflected in "Amounts due to related parties" in the
accompanying balance sheet at March 31, 2003.

On October 7, 2002, the defendants and plaintiff filed motions for partial
summary judgment with respect to certain of the plaintiff's claims in the above
lawsuit. The court has not yet ruled on these motions and they remain pending.

The claim against the Southern Tennessee Escrow and the above described
lawsuit have had and will continue to have the effect of delaying any final
liquidating distributions of the Partnership.

At March 31, 2003, the Partnership had $440,000 of unclaimed distribution
checks payable to certain Limited Partners which were written on a bank account
which was subsequently closed. Such checks will either be reissued to such
Limited Partners or released to the respective state of such Limited Partners'
last known residence upon dissolution of the Partnership.

ITEM 4. CONTROLS AND PROCEDURES

(a) Disclosure controls and procedures. Our principal 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 by
others within this entity.

(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.

8

PART II -- OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

None.

(b) Reports on Form 8-K filed during the quarter ended March 31, 2003:

None.

9

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.

AMERICAN CABLE TV INVESTORS 5, LTD.
(A Colorado Limited Partnership)

By: IR-TCI PARTNERS V, L.P.,
Its General Partner

By: TCI VENTURES FIVE, INC.,
Its General Partner

By: /s/ LAWRENCE J. SALVA
------------------------------------
Lawrence J. Salva
Senior Vice President
(Principal Accounting Officer)

Date: May 14, 2002

10

CERTIFICATIONS

I, Brian L. Roberts, certify that:

1. I have reviewed this quarterly report on Form 10-Q of American Cable TV
Investors 5, 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
Chairman
(Principal Executive Officer)

11

CERTIFICATIONS

I, Lawrence S. Smith, certify that:

1. I have reviewed this quarterly report on Form 10-Q of American Cable TV
Investors 5, 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

12

CERTIFICATIONS

I, John R. Alchin, certify that:

1. I have reviewed this quarterly report on Form 10-Q of American Cable TV
Investors 5, 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 annual 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

13