FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number: 0-14906
JONES CABLE INCOME FUND 1-B, LTD.
(Exact name of registrant as specified in its charter)
Colorado 84-1010417
(State of Organization) (IRS Employer
Identification No.)
c/o Comcast Corporation, 1500 Market Street,
Philadelphia, Pennsylvania 19102-2148 (215) 665-1700
(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 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
registrants were required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days:
Yes x No
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Aggregate market value of the voting stock held by non-affiliates of the
registrant: [Not applicable]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.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. _________
DOCUMENTS INCORPORATED BY REFERENCE: None
This Annual Report on Form 10-K is for the year ending December 31,
1999. This Annual Report modifies and supersedes documents filed by the
Partnership prior to the filing of this Annual Report. The Securities and
Exchange Commission (the "SEC") allows the Partnership to "incorporate by
reference" into this Annual Report information that it files with the SEC, which
means that the Partnership can disclose important information to limited
partners by referring them directly to those documents. Information incorporated
by reference is considered to be part of this Annual Report. In addition,
information that the Partnership files with the SEC in the future will
automatically update and supersede information contained in this Annual Report.
Certain information contained in this Annual 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 Annual 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. Jones Cable Income Fund 1-B, Ltd. (the "Partnership")
is a Colorado limited partnership. The Partnership and Jones Cable Income Fund
1-C, Ltd. ("Fund 1-C") formed a general partnership known as Jones Cable Income
Fund 1-B/C Venture (the "Venture") in which the Partnership owns a 40% interest
and Fund 1-C owns a 60% interest. The Partnership and the Venture were formed
for the purpose of acquiring and operating cable television systems. Comcast
JOIN Holdings, Inc., a Delaware corporation, is the general partner of the
Partnership (the "General Partner").
The Partnership's only asset is its 40% interest in the Venture. The
Venture has sold all of its cable television systems. During 1999, the Venture
sold its last operating asset, the cable television system serving the
communities of Canyonville, Myrtle Creek, Riddle and Winston, Oregon (the
"Myrtle Creek System").
One of the primary objectives of the Venture was to provide quarterly
cash flow distributions to its partners, primarily from cash generated through
operating activities of the Venture. The Venture's partners in turn sought to
provide quarterly cash distributions to their partners. The Venture used cash
generated from operations in 1999 to fund capital expenditures in the Myrtle
Creek System until it was sold and thus it did not declare quarterly cash flow
distributions during 1999, although it did make a distribution to its partners
of $6,300,000 from the proceeds of the sale of the Myrtle Creek System, as
described below. Because all of its cable systems have been sold, the Venture
will not resume cash flow distributions. Although the sale of the Myrtle Creek
System represented the sale of the only remaining operating asset of the
Venture, the Partnership and the Venture will not be dissolved until the monies
in escrow from the sale of the Myrtle Creek System have been released and the
Partnership will not be dissolved until the pending litigation in which the
Partnership is a named defendant has been resolved and terminated. It is
anticipated that the Venture (but not the Partnership) will be liquidated and
dissolved before the end of the year 2000.
NEW GENERAL PARTNER. On April 7, 1999, Comcast Corporation ("Comcast")
completed the acquisition of a controlling interest in Jones Intercable, Inc.
("Jones Intercable"), the Partnership's general partner until March 2, 2000, as
discussed below. As of December 31, 1999, Comcast owned approximately 2.9
million shares of Jones Intercable's Common Stock and approximately 13.8 million
shares of Jones Intercable's Class A Common Stock, representing 39.6% of the
economic interest and 48.3% of the voting interest in Jones Intercable. Comcast
contributed its shares in Jones Intercable to its wholly owned subsidiary,
Comcast Cable Communications, Inc. ("Comcast Cable"). The approximately 2.9
million shares of Common Stock of Jones Intercable owned by Comcast Cable
represented shares having the right to elect approximately 75% of the Board of
Directors of Jones Intercable. As of April 7, 1999, Jones Intercable became a
consolidated public company subsidiary of Comcast Cable.
2
In connection with Comcast's acquisition of a controlling interest in
Jones Intercable on April 7, 1999, all of the persons who were executive
officers of Jones Intercable as of that date terminated their employment with
Jones Intercable. Also on that date, Jones Intercable's Board of Directors
elected new executive officers, each of whom also was an officer of Comcast.
Effective April 7, 1999, Jones Intercable and Comcast entered into a management
agreement pursuant to which employees of Comcast have undertaken the
administration of the Partnership. As of July 7, 1999, all persons who were
employed at Jones Intercable's former corporate offices in Englewood, Colorado
had terminated their employment with Jones Intercable.
In December 1999, Comcast and Jones Intercable entered into a
definitive merger agreement pursuant to which Comcast agreed to acquire all of
the outstanding shares of Jones Intercable not yet owned by Comcast. On March 2,
2000, Jones Intercable was merged into Comcast JOIN Holdings, Inc., a wholly
owned subsidiary of Comcast. Comcast JOIN Holdings, Inc. continues as the
surviving corporation of the merger. As a result of this transaction, Jones
Intercable no longer exists and Comcast JOIN Holdings, Inc. is now the general
partner of the Partnership. References in this Annual Report to "the General
Partner" refer to Comcast JOIN Holdings, Inc. The General Partner shares
corporate offices with Comcast at 1500 Market Street, Philadelphia, Pennsylvania
19102-2148.
DISPOSITION OF CABLE TELEVISION SYSTEM. On July 30, 1999, the Venture
sold the Myrtle Creek System to an unaffiliated party for a sales price of
$9,614,208. From the sale proceeds, the Venture repaid all of its indebtedness,
paid certain fees and expenses of the transaction and deposited $500,000 into an
indemnity escrow account. The remaining approximately $6,300,000 of sale
proceeds was distributed 40% to the Partnership and 60% to Fund 1-C. From the
Partnership's $2,500,000 portion of this amount, the Partnership retained
$1,000,000 to cover its administrative expenses and the balance was distributed
in January 2000 to the Partnership's limited partners of record as of the July
30, 1999 closing date of the sale of the Myrtle Creek System. The $1,500,000
distributed to the Partnership's limited partners from the sale of the Myrtle
Creek System resulted in a distribution to limited partners of $36 per $1,000
invested in the Partnership.
For a period of one year following the closing date, $500,000 of the
sale proceeds will remain in escrow as security for the Venture's agreement to
indemnify the buyer under the asset purchase agreement. The Venture's primary
exposure, if any, will relate to the representations and warranties made about
the Myrtle Creek 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 one-year escrow period plus interest earned on the escrowed funds will be
returned to the Venture.
Because transferees of limited partnership interests following the
record date for the distribution of the proceeds from the sale of the Myrtle
Creek System (July 30, 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 July 30, 1999.
ITEM 2. PROPERTIES
As of December 31, 1999, the Partnership and the Venture do not own any
cable television systems.
ITEM 3. LEGAL PROCEEDINGS
In July 1999, Jones Intercable, each of its subsidiaries that serve as
general partners of Jones Intercable's managed partnerships and most of Jones
Intercable's managed partnerships, including the Partnership, were named
defendants in a case captioned Everest Cable Investors, LLC, Everest Properties,
-------------------------------------------------
LLC, Everest Properties II, LLC and KM Investments, LLC, plaintiffs v. Jones
- --------------------------------------------------------------------------------
Intercable, Inc., et al., defendants (Superior Court, Los Angeles County, State
- ------------------------------------
of California, Case No. BC 213632).
3
Plaintiffs allege that certain of them formed a plan to acquire up to
4.9% of the limited partnership interests in each of the managed partnerships
named as defendants, and that plaintiffs were frustrated in this purpose by
Jones Intercable's alleged refusal to provide plaintiffs with lists of the names
and addresses of the limited partners of these partnerships. The complaint
alleges that Jones Intercable's actions constituted a breach of contract, a
breach of Jones Intercable's implied covenant of good faith and fair dealing
owed to the plaintiffs as limited partners, a breach of Jones Intercable's
fiduciary duty owed to the plaintiffs as limited partners and tortious
interference with prospective economic advantage. Plaintiffs allege that Jones
Intercable's failure to provide them with the partnership lists prevented them
from making their tender offers and that they have been injured by such action
in an amount to be proved at trial, but not less than $17 million.
In September 1999, Jones Intercable and the defendant subsidiaries and
managed partnerships filed a notice of demurrers to the plaintiffs' complaint
and a hearing on this matter was held in October 1999. In December 1999, the
Court sustained the defendants' demurrers in part but the Court gave the
plaintiffs leave to amend their complaint to attempt to cure the deficiencies in
the pleadings. The plaintiffs filed their first amended complaint in January
2000.
Discovery in the case also has begun, and Jones Intercable and the
defendant subsidiaries and managed partnerships have responded to the
plaintiffs' first set of interrogatories and the plaintiffs' first demand for
the production of documents. 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 this
lawsuit vigorously.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
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. As of December 31, 1999, the approximate number of equity
security holders in the Partnership was 4,169.
4
ITEM 6. SELECTED FINANCIAL DATA
For the Year Ended December 31,
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Jones Cable Income Fund 1-B, Ltd. 1999 1998 1997 1996 1995
- ---------------------------------- ----------- ------------ ----------- ------------- ------------
Revenues $ -- $ -- $ -- $ 862,911 $ 4,920,983
Depreciation and Amortization -- -- -- 227,488 1,335,945
Operating Income (Loss) -- -- -- (202,060) 36,281
Equity in Net Income (Loss) of Cable Television
Joint Venture 2,665,442(a) 13,657,749(b) 6,928,894(c) (1,185,182) (1,738,404)
Net Income (Loss) 2,606,639(a) 13,604,407(b) 6,928,894(c) 9,816,941(d) (2,224,727)
Net Income (Loss) per Limited Partnership Unit 31.07(a) 162.13(b) 82.50(c) 113.50(d) (26.26)
Weighted Average Number of
Limited Partnership Units Outstanding 83,884 83,884 83,884 83,884 83,884
General Partner's Deficit -- -- (4,258) (13,057) (309,119)
Limited Partners' Capital 1,137,321 30,682 2,130,814 1,176,079 2,760,075
Total Assets 2,749,321 83,879 2,126,556 1,163,022 9,994,303
Debt -- -- -- -- 6,866,146
Jones Intercable Advances 112,000 53,197 -- -- --
For the Year Ended December 31,
----------------------------------------------------------------------------------
Jones Cable Income Fund 1-B/C Venture 1999 1998 1997 1996 1995
- ------------------------------------- ----------- ---------- ----------- ----------- ------------
Revenues $1,384,006 $8,558,726 $18,338,834 $24,624,270 $22,867,228
Depreciation and Amortization 461,230 2,947,988 5,414,431 7,919,508 8,951,345
Operating Income (Loss) (133,418) (678,676) 536,176 161,479 (1,244,929)
Net Income (Loss) 6,702,143(a) 34,341,838(b) 17,422,414(c) (2,980,092) (4,371,145)
Partner's Capital 623,604 221,461 5,357,323 2,934,909 5,915,001
Total Assets 7,543,269 3,843,550 30,514,718 47,556,243 50,844,037
Debt -- 2,417,756 23,624,588 42,559,250 43,104,090
Jones Intercable Advances 619,665 986,888 -- 284,390 109,893
(a) Consolidated income and distributions resulted primarily from the sale of
the Myrtle Creek System by Jones Cable Income Fund 1-B/C Venture in July
1999.
(b) Net income and distributions resulted primarily from the sale of the
Clearlake System in January 1998, the Southwest Michigan System in July
1998 and the South Sioux City System in August 1998 by Jones Cable Income
Fund 1-B/C Venture.
(c) Net income resulted primarily from the sale of the Colorado Systems by
Jones Cable Income Fund 1-B/C Venture in January 1997.
(d) Net income resulted primarily from the sale of the Orangeburg System by
Jones Cable Income Fund 1-B, Ltd. in February 1996.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion 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.
FINANCIAL CONDITION
The Partnership owns a 40 percent interest in the Venture. The
investment is accounted for under the equity method. When compared to the
December 31, 1998 balance, this investment has increased by $165,442. This
increase represents the Partnership's proportionate share of income during 1999,
reduced by distributions received. The Venture's financial condition is
significant to the Partnership and should be reviewed in conjunction with this
discussion.
5
On July 30, 1999, the Venture sold the Myrtle Creek System to an
unaffiliated party for a sales price of $9,614,208. From the sale proceeds, the
Venture repaid all of its indebtedness, paid a brokerage fee, settled working
capital adjustments and deposited $500,000 into an interest-bearing indemnity
escrow account. The remaining sale proceeds of approximately $6,300,000 were
distributed 40 percent to the Partnership and 60 percent to Fund 1-C. From the
Partnership's $2,500,000 portion of this amount, the Partnership retained
$1,000,000 to cover its administrative expenses and the balance was distributed
in January 2000 to the Partnership's limited partners of record as of the July
30, 1999 closing date of the sale of the Myrtle Creek System. The $1,500,000
distributed to the Partnership's limited partners from the sale of the Myrtle
Creek System resulted in a distribution to limited partners of $18 for each $500
limited partnership interest, or $36 for each $1,000 invested in the
Partnership.
For a period of one year following the closing date, $500,000 of the
sale proceeds will remain in escrow as security for the Venture's agreement to
indemnify the buyer under the asset purchase agreement. The Venture's primary
exposure, if any, will relate to the representations and warranties made about
the Myrtle Creek 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 one-year escrow period plus interest earned on the escrowed funds will be
returned to the Venture.
Although the sale of the Myrtle Creek System represented the sale of
the only remaining operating asset of the Venture, and the Partnership's
interest in the Venture represents its only asset, the Venture and the
Partnership will not be dissolved until all proceeds from escrow have been
distributed and the Partnership will not be dissolved and liquidated until the
pending litigation in which the Partnership is a named defendant has been
resolved and terminated.
RESULTS OF OPERATIONS
Due to the Myrtle Creek System sale on July 30, 1999, which was the
Venture's last remaining operating asset, a discussion of results would not be
meaningful. For the period ended December 31, 1999, the Venture had total
revenues of $1,384,006 and generated an operating loss of $133,418. Because of
the gain of $6,350,069 on the sale of the Myrtle Creek System, the Venture
realized net income of $6,702,143 during the year ended December 31, 1999.
ITEM 8. FINANCIAL STATEMENTS
The audited financial statements of the Partnership and the Venture for
the year ended December 31, 1999 follow.
6
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners of Jones Cable Income Fund 1-B, Ltd.:
We have audited the accompanying balance sheets of JONES CABLE INCOME
FUND 1-B, LTD. (a Colorado limited partnership) as of December 31, 1999 and
1998, and the related statements of operations, partners' capital (deficit) and
cash flows for each of the three years in the period ended December 31, 1999.
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 Jones Cable Income
Fund 1-B, Ltd. as of December 31, 1999 and 1998, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1999, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Denver, Colorado,
March 3, 2000.
7
JONES CABLE INCOME FUND 1-B, LTD.
---------------------------------
(A Limited Partnership)
BALANCE SHEETS
--------------
December 31,
----------------------------
ASSETS 1999 1998
------ ------------ ------------
DISTRIBUTION RECEIVABLE FROM JOINT VENTURE $ 2,500,000 $ --
INVESTMENT IN CABLE TELEVISION JOINT VENTURE 249,321 83,879
------------ ------------
Total assets $ 2,749,321 $ 83,879
============ ============
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
Jones Intercable advances $ 112,000 $ 53,197
Accrued distribution to limited partners 1,500,000 --
------------ ------------
Total liabilities 1,612,000 53,197
------------ ------------
COMMITMENTS AND CONTINGENCIES (NOTE 5)
PARTNERS' CAPITAL
General Partner-
Contributed capital 1,000 1,000
Accumulated earnings 109,219 109,219
Distributions (110,219) (110,219)
------------ ------------
-- --
============ ============
Limited Partners-
Net contributed capital (83,884 units outstanding
at December 31, 1999 and 1998) 34,449,671 34,449,671
Accumulated earnings 12,975,872 10,369,233
Distributions (46,288,222) (44,788,222)
------------ ------------
1,137,321 30,682
------------ ------------
Total liabilities and partners' capital $ 2,749,321 $ 83,879
============ ============
The accompanying notes to financial statements
are an integral part of these balance sheets.
8
JONES CABLE INCOME FUND 1-B, LTD.
---------------------------------
(A Limited Partnership)
STATEMENTS OF OPERATIONS
------------------------
Year Ended December 31,
-----------------------------------------
1999 1998 1997
---------- ------------ ------------
OTHER EXPENSE $ (58,803) $ (53,342) $ --
EQUITY IN NET INCOME OF CABLE
TELEVISION JOINT VENTURE 2,665,442 13,657,749 6,928,894
---------- ------------ ------------
NET INCOME $2,606,639 $ 13,604,407 $ 6,928,894
========== ============ ============
ALLOCATION OF NET INCOME:
General Partner $ -- $ 4,258 $ 8,799
========== ============ ============
Limited Partners $2,606,639 $ 13,600,149 $ 6,920,095
========== ============ ============
NET INCOME PER LIMITED PARTNERSHIP UNIT $ 31.07 $ 162.13 $ 82.50
========== ============ ============
WEIGHTED AVERAGE NUMBER OF LIMITED
PARTNERSHIP UNITS OUTSTANDING 83,884 83,884 83,884
========== ============ ============
The accompanying notes to financial statements
are an integral part of these statements.
9
JONES CABLE INCOME FUND 1-B, LTD.
---------------------------------
(A Limited Partnership)
STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
----------------------------------------
Year Ended December 31,
--------------------------------------------
1999 1998 1997
------------ ------------ ------------
GENERAL PARTNER:
Balance, beginning of year $ -- $ (4,258) $ (13,057)
Net income for year -- 4,258 8,799
------------ ------------ ------------
Balance, end of year $ -- $ -- $ (4,258)
============ ============ ============
LIMITED PARTNERS:
Balance, beginning of year $ 30,682 $ 2,130,814 $ 1,176,079
Distributions (1,500,000) (15,700,281) (5,965,360)
Net income for year 2,606,639 13,600,149 6,920,095
------------ ------------ ------------
Balance, end of year $ 1,137,321 $ 30,682 $ 2,130,814
============ ============ ============
The accompanying notes to financial statements
are an integral part of these statements.
10
JONES CABLE INCOME FUND 1-B, LTD.
---------------------------------
(A Limited Partnership)
STATEMENTS OF CASH FLOWS
------------------------
Year Ended December 31,
--------------------------------------------
1999 1998 1997
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,606,639 $ 13,604,407 $ 6,928,894
Adjustments to reconcile net income to net cash used in operating activities:
Equity in net income of cable television joint venture (2,665,442) (13,657,749) (6,928,894)
Increase in Jones Intercable advances 58,803 53,197
------------ ------------ ------------
Net cash used in operating activities -- (145) --
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Distributions from cable television joint venture -- 15,700,281 5,965,360
------------ ------------ ------------
Net cash provided by investing activities -- 15,700,281 5,965,360
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to limited partners -- (15,700,281) (5,965,360)
------------ ------------ ------------
Net cash used in financing activities -- (15,700,281) (5,965,360)
------------ ------------ ------------
Decrease in cash -- (145) --
Cash, beginning of year -- 145 145
------------ ------------ ------------
Cash, end of year $ -- $ -- $ 145
============ ============ ============
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ -- $ -- $ --
============ ============ ============
NON-CASH TRANSACTIONS:
Accrued distributions to limited partners $ 1,500,000 $ -- $ --
============ ============ ============
Distribution receivable $ 2,500,000 $ -- $ --
============ ============ ============
The accompanying notes to financial statements
are an integral part of these statements.
11
JONES CABLE INCOME FUND 1-B, LTD.
---------------------------------
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
(1) ORGANIZATION AND PARTNERS' INTERESTS
Formation and Business
Jones Cable Income Fund 1-B, Ltd. (the "Partnership"), a Colorado
limited partnership, was formed on August 14, l986, under a public program
sponsored by Jones Intercable, Inc. ("Jones Intercable"). The Partnership was
formed to acquire, develop and operate cable television systems.
New General Partner
On April 7, 1999, Comcast Corporation ("Comcast") completed the
acquisition of a controlling interest in Jones Intercable, the Partnership's
general partner until March 2, 2000, as discussed below. As of December 31,
1999, Comcast owned approximately 2.9 million shares of Jones Intercable's
Common Stock and approximately 13.8 million shares of Jones Intercable's Class A
Common Stock, representing 39.6% of the economic interest and 48.3% of the
voting interest in Jones Intercable. Comcast contributed its shares in Jones
Intercable to its wholly owned subsidiary, Comcast Cable Communications, Inc.
("Comcast Cable"). The approximately 2.9 million shares of Common Stock of Jones
Intercable owned by Comcast Cable represented shares having the right to elect
approximately 75% of the Board of Directors of Jones Intercable. As of April 7,
1999, Jones Intercable became a consolidated public company subsidiary of
Comcast Cable.
In connection with Comcast's acquisition of a controlling interest in
Jones Intercable on April 7, 1999, all of the persons who were executive
officers of Jones Intercable as of that date terminated their employment with
Jones Intercable. Also on that date, Jones Intercable's Board of Directors
elected new executive officers, each of whom also was an officer of Comcast.
Effective April 7, 1999, Jones Intercable and Comcast entered into a management
agreement pursuant to which employees of Comcast have undertaken the
administration of the Partnership. As of July 7, 1999, all persons who were
employed at Jones Intercable's former corporate offices in Englewood, Colorado
had terminated their employment with Jones Intercable.
In December 1999, Comcast and Jones Intercable entered into a
definitive merger agreement pursuant to which Comcast agreed to acquire all of
the outstanding shares of Jones Intercable not yet owned by Comcast. On March 2,
2000, Jones Intercable was merged into Comcast JOIN Holdings, Inc., a wholly
owned subsidiary of Comcast. Comcast JOIN Holdings, Inc. continues as the
surviving corporation of the merger. As a result of this transaction, Jones
Intercable no longer exists and Comcast JOIN Holdings, Inc. is now the general
partner of the Partnership. References in these Notes to "the General Partner"
refer to Comcast JOIN Holdings, Inc. The General Partner shares corporate
offices with Comcast at 1500 Market Street, Philadelphia, Pennsylvania
19102-2148.
Formation of Joint Venture
At December 31, 1998, the Partnership owned a 40 percent interest in
Jones Cable Income Fund 1-B/C Venture (the "Venture"), through a capital
contribution made to the Venture in November 1987 of $24,220,000 and Jones Cable
Income Fund 1-C, Ltd. ("Fund 1-C") owned a 60 percent interest in the Venture.
The Venture was formed to acquire, develop and operate cable television systems.
During 1988 and 1987, the Venture acquired various cable television systems
serving the areas in and around the cities of Brighton and Broomfield, the town
of Lochbuie, and portions of unincorporated Adams, Boulder and Weld Counties,
all in the State of Colorado (the "Colorado Systems"); Clearlake and Lakeport,
California (the "Clearlake System"); Myrtle Creek, Oregon (the "Myrtle Creek
System"); South Sioux City, Nebraska (the "South Sioux City System"); and Three
Rivers, Schoolcraft, Vicksburg, Constantine, White Pigeon, Dowagiac, Watervliet
and Vandalia, all in the State of Michigan (the "Southwestern Michigan System").
The Venture had net income of $6,702,143, $34,341,838 and $17,422,414 in 1999,
1998 and 1997, respectively, of which income of $2,665,442, $13,657,749 and
$6,928,894 was allocated to the Partnership in 1999, 1998 and 1997,
respectively.
12
Cable Television System Sales
Myrtle Creek System
On July 30, 1999, the Venture sold the Myrtle Creek System to an
unaffiliated party for a sales price of $9,614,208. From the sale proceeds, the
Venture repaid the outstanding balance on its credit facility of $2,400,000,
paid a $240,355 brokerage fee to The Intercable Group, Ltd. ("The Intercable
Group"), a subsidiary of the Jones Intercable, representing 2.5 percent of the
sales price, for acting as a broker in the transaction, settled working capital
adjustments and deposited $500,000 into an interest-bearing indemnity escrow
account. The remaining sale proceeds of approximately $6,300,000 were
distributed 40 percent to the Partnership and 60 percent to Fund 1-C. From the
Partnership's $2,500,000 portion of this amount, the Partnership retained
$1,000,000 to cover its administrative expenses and the balance was distributed
in January 2000 to the Partnership's limited partners of record as of the July
30, 1999 closing date of the sale of the Myrtle Creek System. The $1,500,000
distributed to the Partnership's limited partners from the sale of the Myrtle
Creek System resulted in a distribution to limited partners of $18 for each $500
limited partnership interest, or $36 for each $1,000 invested in the
Partnership.
For a period of one year following the closing date, $500,000 of the
sale proceeds will remain in escrow as security for the Venture's agreement to
indemnify the buyer under the asset purchase agreement. The Venture's primary
exposure, if any, will relate to the representations and warranties made about
the Myrtle Creek 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 one-year escrow period plus interest earned on the escrowed funds will be
returned to the Venture.
Although the sale of the Myrtle Creek System represented the sale of
the only remaining operating asset of the Venture, and the Partnership's
interest in the Venture represents its only asset, the Venture and the
Partnership will not be dissolved until all proceeds from escrow have been
distributed and the Partnership will not be dissolved and liquidated until the
pending litigation in which the Partnership is a named defendant has been
resolved and terminated.
South Sioux City System Sale
On August 31, 1998, the Venture sold the South Sioux City System to an
unaffiliated party for a sales price of $9,500,000. From the sale proceeds, the
Venture repaid $2,000,000 of the then-outstanding balance on the Venture's
credit facility, paid a brokerage fee to The Intercable Group totaling $237,500,
settled working capital adjustments and then the Venture distributed the net
sales proceeds of $7,277,700 to the Partnership and Fund 1-C. The Partnership
received $2,894,341 and Fund 1-C received $4,383,359 of such distribution. The
Partnership, in turn, distributed the $2,894,341 (an approximate return of $34
for each $500 limited partnership interest, or $68 for each $1,000 invested in
the Partnership) to the limited partners of the Partnership in September 1998.
Because this distribution to the limited partners of the Partnership together
with all prior distributions did not return the amount initially contributed by
the limited partners to the Partnership plus the limited partners' liquidation
preference provided by the Partnership's limited partnership agreement, Jones
Intercable did not receive a general partner distribution from the South Sioux
City sale proceeds.
Southwestern Michigan System
On July 31, 1998, the Venture sold the Southwestern Michigan System to
three unaffiliated parties for a total sales price of $31,250,000. From the sale
proceeds, the Venture repaid $9,500,000 of the then-outstanding balance of the
Venture's credit facility, paid a brokerage fee to The Intercable Group totaling
$781,250, settled working capital adjustments and then the Venture distributed
the net sales proceeds of $21,200,000 to the Partnership and Fund 1-C. The
Partnership received $8,431,240 and Fund 1-C received $12,768,760 of such
distribution. The Partnership, in turn, distributed the $8,431,240 (an
approximate return of $100 for each $500 limited partnership interest, or $200
for each $1,000 invested in the Partnership) to the limited partners of the
Partnership in August 1998. Because this distribution to the limited partners of
the Partnership together with all prior distributions did not return the amount
initially contributed by the limited partners to the Partnership plus the
limited partners' liquidation preference provided by the Partnership's limited
partnership agreement, Jones Intercable did not receive a general partner
distribution from the Southwestern Michigan System's sale proceeds.
13
Clearlake System
On January 9, 1998, the Venture sold the Clearlake System to an
unaffiliated party for a sales price of $21,400,000. From the sale proceeds, the
Venture repaid $9,600,000 of the then-outstanding balance on the Venture's
credit facility, paid a brokerage fee to The Intercable Group totaling $535,000,
settled working capital adjustments, deposited $300,000 into an indemnity escrow
account and then the Venture distributed the net sale proceeds of $11,000,000 to
the Partnership and Fund 1-C. The Partnership received $4,374,700 and Fund 1-C
received $6,625,300 of such distribution. The Partnership, in turn, distributed
the $4,374,700 (an approximate return of $52 for each $500 limited partnership
interest, or $104 for each $1,000 invested in the Partnership) to the limited
partners of the Partnership in February 1998. Because this distribution to the
limited partners of the Partnership together with all prior distributions did
not return the amount initially contributed by the limited partners to the
Partnership plus the limited partners' liquidation preference provided by the
Partnership's limited partnership agreement, Jones Intercable did not receive a
general partner distribution from the Clearlake System's sale proceeds.
The indemnity escrow period expired on January 9, 1999, and all of the
$300,000 indemnity escrow amount plus $14,977 of interest was returned to the
Venture. The Venture has distributed these funds 40 percent to the Partnership
and 60 percent to Fund 1-C. The Partnership used its portion of these proceeds
to repay a portion of its remaining liabilities, therefore no distribution of
these funds was made to the limited partners.
Colorado Systems
On January 24, 1997, the Venture sold the Colorado Systems to an
unaffiliated party for a sales price of $35,000,000. From the sale proceeds, the
Venture repaid a portion of the balance outstanding on its credit facility, paid
a brokerage fee to The Intercable Group totaling $875,000, settled working
capital adjustments and then the Venture distributed the net sale proceeds of
$15,000,000 to the Partnership and Fund 1-C. The Partnership received $5,965,360
and Fund 1-C received $9,034,640 of such distribution. The Partnership, in turn,
distributed the $5,965,360 (an approximate return of $71 for each $500 limited
partnership interest, or $142 for each $1,000 invested in the Partnership) to
the limited partners of the Partnership. Because the distribution to the limited
partners of the Partnership together with all prior distributions did not return
the amount initially contributed by the limited partners to the Partnership plus
the limited partners' liquidation preference provided by the Partnership's
limited partnership agreement, Jones Intercable did not receive a general
partner distribution from the sale proceeds.
Contributed Capital
The capitalization of the Partnership is set forth in the accompanying
statements of partners' capital (deficit). No limited partner is obligated to
make any additional contribution to partnership capital.
The general partner 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 the general partner, 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
agreement.
(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 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.
14
Investment in Cable Television Joint Venture
The Partnership's investment in the Venture is accounted for under the
equity method. The operations of the Venture are significant to the Partnership
and should be reviewed in conjunction with these financial statements.
Property, Plant and Equipment
Depreciation of property, plant and equipment was 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 were capitalized and
maintenance and repairs were charged to expense as incurred.
Property, plant and equipment and the corresponding accumulated
depreciation were written off as certain assets became fully depreciated and
were no longer in service.
Intangible Assets
Costs assigned to intangible assets were amortized using the
straight-line method over remaining estimated useful lives ranging from 1-31
years.
Revenue Recognition
Subscriber prepayments were initially deferred and recognized as
revenue when earned.
(3) TRANSACTIONS WITH JONES INTERCABLE AND AFFILIATES
Management Fees, Distribution Ratios and Reimbursements
Jones Intercable 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. The
Partnership itself has not paid management fees since the sale of the Orangeburg
System.
Any partnership distributions made from cash flow (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 the general partner. Distributions resulting 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, other than those made regularly from cash flow, will equal
their initial capital contribution; second, payment to the limited partners of a
liquidation preference equal to a 10 percent cumulative return on their initial
capital contribution, reduced by all prior distributions from cash flow; and the
balance, 75 percent to the limited partners and 25 percent to the general
partner.
The Partnership reimburses Jones Intercable 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
until it is dissolved. Such costs were charged to operating costs during the
periods that the Partnership operated its cable television systems. Subsequent
to the sale of the Partnership's final cable television system, such costs were
charged to other expense. No amounts were charged to the Partnership by Jones
Intercable for allocated overhead and administrative expenses during the years
ended December 31, 1999, 1998 and 1997.
15
The Partnership was charged interest during 1999 at an average rate of
7.18 percent on amounts due Jones Intercable, which approximated Jones
Intercable's weighted average cost of borrowing. Total interest charged to the
Partnership by Jones Intercable in 1999 was $5,625.
(4) 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 the general
partner.
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.
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 loss and the
net loss reported in the statements of operations.
(5) COMMITMENTS AND CONTINGENCIES
In July 1999, Jones Intercable, each of its subsidiaries that serve as
general partners of Jones Intercable's managed partnerships and most of Jones
Intercable's managed partnerships, including the Partnership, were named
defendants in a case captioned Everest Cable Investors, LLC, Everest Properties,
-------------------------------------------------
LLC, Everest Properties II, LLC and KM Investments, LLC, plaintiffs v. Jones
- --------------------------------------------------------------------------------
Intercable, Inc., et al., defendants (Superior Court, Los Angeles County, State
- ------------------------------------
of California, Case No. BC 213632).
Plaintiffs allege that certain of them formed a plan to acquire up to
4.9 percent of the limited partnership interests in each of the managed
partnerships named as defendants, and that plaintiffs were frustrated in this
purpose by Jones Intercable's alleged refusal to provide plaintiffs with lists
of the names and addresses of the limited partners of these partnerships. The
complaint alleges that Jones Intercable's actions constituted a breach of
contract, a breach of Jones Intercable's implied covenant of good faith and fair
dealing owed to the plaintiffs as limited partners, a breach of Jones
Intercable's fiduciary duty owed to the plaintiffs as limited partners and
tortious interference with prospective economic advantage. Plaintiffs allege
that Jones Intercable's failure to provide them with the partnership lists
prevented them from making their tender offers and that they have been injured
by such action in an amount to be proved at trial, but not less than $17
million.
In September 1999, Jones Intercable and the defendant subsidiaries and
managed partnerships filed a notice of demurrers to the plaintiffs' complaint
and a hearing on this matter was held in October 1999. In December 1999, the
Court sustained the defendants' demurrers in part but the Court gave the
plaintiffs' leave to amend their complaint to attempt to cure the deficiencies
in the pleadings. The plaintiffs filed their first amended complaint in January
2000.
16
Discovery in the case also has begun, and Jones Intercable and the
defendant subsidiaries and managed partnerships have responded to the
plaintiffs' first set of interrogatories and the plaintiffs' first demand for
the production of documents. 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 this
lawsuit vigorously.
17
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners of Jones Cable Income Fund 1-B/C Venture:
We have audited the accompanying balance sheets of JONES CABLE INCOME
FUND 1-B/C VENTURE (a Colorado general partnership) as of December 31, 1999 and
1998, and the related statements of operations, partners' capital and cash flows
for each of the three years in the period ended December 31, 1999. These
financial statements are the responsibility of the general partners' 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 Jones Cable Income
Fund 1-B/C Venture as of December 31, 1999 and 1998, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1999, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Denver, Colorado,
March 3, 2000.
18
JONES CABLE INCOME FUND 1-B/C VENTURE
-------------------------------------
(A General Partnership)
BALANCE SHEETS
--------------
December 31,
-------------------------
ASSETS 1999 1998
------ ----------- -----------
CASH $ 7,033,894 $ 118,938
PROCEEDS FROM SALE IN INTEREST-BEARING ACCOUNT 509,375 --
TRADE RECEIVABLES, less allowance for doubtful
receivables of $2,507 at December 31, 1998 -- 8,676
INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment, at cost -- 5,763,293
Less- accumulated depreciation -- (3,331,334)
----------- -----------
-- 2,431,959
Franchise costs and other intangible assets, net of accumulated
amortization of $3,793,620 at December 31, 1998 -- 833,473
----------- -----------
Total investment in cable television properties -- 3,265,432
DEPOSITS, PREPAID EXPENSES AND OTHER ASSETS -- 450,504
----------- -----------
Total assets $ 7,543,269 $ 3,843,550
=========== ===========
The accompanying notes to financial statements
are an integral part of these balance sheets.
19
JONES CABLE INCOME FUND 1-B/C VENTURE
-------------------------------------
(A General Partnership)
BALANCE SHEETS
--------------
December 31,
----------------------------
LIABILITIES AND PARTNERS' CAPITAL 1999 1998
--------------------------------- ------------ ------------
LIABILITIES:
Debt $ -- $ 2,417,756
Accrued distributions to Venture Partners 6,300,000 --
Accounts payable and accrued liabilities -- 185,369
Jones Intercable advances 619,665 986,888
Subscriber prepayments -- 32,076
------------ ------------
Total liabilities 6,919,665 3,622,089
------------ ------------
COMMITMENTS AND CONTINGENCIES (NOTE 7)
PARTNERS' CAPITAL:
Contributed capital 60,036,950 60,036,950
Accumulated earnings 21,897,296 15,195,153
Distributions (81,310,642) (75,010,642)
------------ ------------
623,604 221,461
------------ ------------
Total liabilities and partners' capital $ 7,543,269 $ 3,843,550
============ ============
The accompanying notes to financial statements
are an integral part of these balance sheets.
20
JONES CABLE INCOME FUND 1-B/C VENTURE
-------------------------------------
(A General Partnership)
STATEMENTS OF OPERATIONS
------------------------
Year Ended December 31,
--------------------------------------------
1999 1998 1997
------------ ------------ ------------
REVENUES $ 1,384,006 $ 8,558,726 $ 18,338,834
COSTS AND EXPENSES:
Operating expenses 909,868 5,317,589 10,395,892
Management fees and allocated overhead from
Jones Intercable 146,326 971,825 1,992,335
Depreciation and amortization 461,230 2,947,988 5,414,431
------------ ------------ ------------
OPERATING INCOME (LOSS) (133,418) (678,676) 536,176
------------ ------------ ------------
OTHER INCOME (EXPENSE):
Interest expense (125,275) (731,711) (1,521,275)
Gain on sales of cable television systems 6,350,069 35,830,323 18,493,041
Other, net 610,767 (78,098) (85,528)
------------ ------------ ------------
Total other income (expense), net 6,835,561 35,020,514 16,886,238
------------ ------------ ------------
NET INCOME $ 6,702,143 $ 34,341,838 $ 17,422,414
============ ============ ============
The accompanying notes to financial statements
are an integral part of these statements.
21
JONES CABLE INCOME FUND 1-B/C VENTURE
-------------------------------------
(A General Partnership)
STATEMENTS OF PARTNERS' CAPITAL
-------------------------------
Year Ended December 31,
--------------------------------------------
1999 1998 1997
------------ ------------ ------------
Jones Cable Income Fund 1-B, Ltd.:
Balance, beginning of year $ 83,879 $ 2,126,411 $ 1,162,877
Distributions (2,500,000) (15,700,281) (5,965,360)
Net income for year 2,665,442 13,657,749 6,928,894
------------ ------------ ------------
Balance, end of year $ 249,321 $ 83,879 $ 2,126,411
============ ============ ============
Jones Cable Income Fund 1-C, Ltd.:
Balance, beginning of year $ 137,582 $ 3,230,912 $ 1,772,032
Distributions (3,800,000) (23,777,419) (9,034,640)
Net income for year 4,036,701 20,684,089 10,493,520
------------ ------------ ------------
Balance, end of year $ 374,283 $ 137,582 $ 3,230,912
============ ============ ============
Total:
Balance, beginning of year $ 221,461 $ 5,357,323 $ 2,934,909
Distributions (6,300,000) (39,477,700) (15,000,000)
Net income for year 6,702,143 34,341,838 17,422,414
------------ ------------ ------------
Balance, end of year $ 623,604 $ 221,461 $ 5,357,323
============ ============ ============
The accompanying notes to financial statements
are an integral part of these statements.
22
JONES CABLE INCOME FUND 1-B/C VENTURE
-------------------------------------
(A General Partnership)
STATEMENTS OF CASH FLOWS
------------------------
Year Ended December 31,
--------------------------------------------
1999 1998 1997
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 6,702,143 $ 34,341,838 $ 17,422,414
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 461,230 2,947,988 5,414,431
Gain on sales of cable television systems (6,350,069) (35,830,323) (18,493,041)
Decrease in trade receivables 8,676 353,796 167,553
Decrease (increase) in deposits, prepaid expenses and
other assets 331,136 (78,522) (265,161)
Decrease in accounts payable,
accrued liabilities and subscriber prepayments (217,445) (328,474) (244,887)
Decrease in Jones Intercable advances (367,223) -- (284,390)
------------ ------------ ------------
Net cash provided by operating activities 568,448 1,406,303 3,716,919
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net (109,589) (1,353,584) (4,155,396)
Proceeds from sales of cable television systems,
net of brokerage fees and escrow proceeds 8,873,853 60,296,250 34,125,000
------------ ------------ ------------
Net cash provided by investing activities 8,764,264 58,942,666 29,969,604
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings -- 1,339,583 17,215,086
Repayment of debt (2,417,756) (22,546,415) (36,149,748)
Distributions to Venture Partners -- (39,477,700) (15,000,000)
------------ ------------ ------------
Net cash used in financing activities (2,417,756) (60,684,532) (33,934,662)
------------ ------------ ------------
Increase (decrease) in cash 6,914,956 (335,563) (248,139)
Cash, beginning of year 118,938 454,501 702,640
------------ ------------ ------------
Cash, end of year $ 7,033,894 $ 118,938 $ 454,501
============ ============ ============
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 102,098 $ 955,375 $ 1,680,766
============ ============ ============
NON-CASH TRANSACTIONS:
Accrued distributions to Venture Partners $ 6,300,000 $ -- $ --
============ ============ ============
The accompanying notes to financial statements
are an integral part of these statements.
23
JONES CABLE INCOME FUND 1-B/C VENTURE
-------------------------------------
(A General Partnership)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
(1) ORGANIZATION AND PARTNERS' INTERESTS
Formation and Business
On October 21, 1987, Jones Cable Income Fund 1-B, Ltd. ("Fund 1-B") and
Jones Cable Income Fund 1-C, Ltd. ("Fund 1-C") formed a Colorado general
partnership known as Jones Cable Income Fund 1-B/C Venture (the "Venture") by
making capital contributions of $24,220,000 and $36,681,000, respectively
(approximately 40 and 60 percent, respectively). The Venture was formed to
acquire, develop and operate cable television systems. During 1988 and 1987, the
Venture acquired various cable television systems serving the areas in and
around the cities of Brighton and Broomfield, the town of Lochbuie, and portions
of unincorporated Adams, Boulder and Weld Counties, all in the State of Colorado
(the "Colorado Systems"); Clearlake and Lakeport, California (the "Clearlake
System"); Myrtle Creek, Oregon (the "Myrtle Creek System"); South Sioux City,
Nebraska (the "South Sioux City System"); and Three Rivers, Schoolcraft,
Vicksburg, Constantine, White Pigeon, Dowagiac, Watervliet and Vandalia, all in
the State of Michigan (the "Southwestern Michigan System").
New General Partner of Fund 1-B and Fund 1-C
On April 7, 1999, Comcast Corporation ("Comcast") completed the
acquisition of a controlling interest in Jones Intercable, Inc. ("Jones
Intercable"), the general partner of Fund 1-B and Fund 1-C until March 2, 2000,
as discussed below. As of December 31, 1999, Comcast owned approximately 2.9
million shares of Jones Intercable's Common Stock and approximately 13.8 million
shares of Jones Intercable's Class A Common Stock, representing 39.6% of the
economic interest and 48.3% of the voting interest in Jones Intercable. Comcast
contributed its shares in Jones Intercable to its wholly owned subsidiary,
Comcast Cable Communications, Inc. ("Comcast Cable"). The approximately 2.9
million shares of Common Stock of Jones Intercable owned by Comcast Cable
represented shares having the right to elect approximately 75% of the Board of
Directors of Jones Intercable. As of April 7, 1999, Jones Intercable became a
consolidated public company subsidiary of Comcast Cable.
In connection with Comcast's acquisition of a controlling interest in
Jones Intercable on April 7, 1999, all of the persons who were executive
officers of Jones Intercable as of that date terminated their employment with
Jones Intercable. Also on that date, Jones Intercable's Board of Directors
elected new executive officers, each of whom also was an officer of Comcast.
Effective April 7, 1999, Jones Intercable and Comcast entered into a management
agreement pursuant to which employees of Comcast have undertaken the
administration of the Venture. As of July 7, 1999, all persons who were employed
at Jones Intercable's former corporate offices in Englewood, Colorado had
terminated their employment with Jones Intercable.
In December 1999, Comcast and Jones Intercable entered into a
definitive merger agreement pursuant to which Comcast agreed to acquire all of
the outstanding shares of Jones Intercable not yet owned by Comcast. On March 2,
2000, Jones Intercable was merged into Comcast JOIN Holdings, Inc., a wholly
owned subsidiary of Comcast. Comcast JOIN Holdings, Inc. continues as the
surviving corporation of the merger. As a result of this transaction, Jones
Intercable no longer exists and Comcast JOIN Holdings, Inc. is now the general
partner of the Fund 1-B and Fund 1-C. References in these Notes to "the General
Partner" refer to Comcast JOIN Holdings, Inc. The General Partner shares
corporate offices with Comcast at 1500 Market Street, Philadelphia, Pennsylvania
19102-2148.
24
Cable Television System Sales
Myrtle Creek System
On July 30, 1999, the Venture sold the Myrtle Creek System to an
unaffiliated party for a sales price of $9,614,208. From the sale proceeds, the
Venture repaid the outstanding balance on its credit facility of $2,400,000,
paid a $240,355 brokerage fee to The Intercable Group, Ltd. ("The Intercable
Group"), a subsidiary of Jones Intercable, representing 2.5 percent of the sales
price, for acting as a broker in the transaction, settled working capital
adjustments, and deposited $500,000 into an interest-bearing indemnity escrow
account. The remaining sale proceeds of approximately $6,300,000 were
distributed in January 2000 to Fund 1-B and Fund 1-C. Fund 1-B received
$2,500,000 and Fund 1-C received $3,800,000 of such distribution.
For a period of one year following the closing date, $500,000 of the
sale proceeds will remain in escrow as security for the Venture's agreement to
indemnify the buyer under the asset purchase agreement. The Venture's primary
exposure, if any, will relate to the representations and warranties made about
the Myrtle Creek 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 one-year escrow period plus interest earned on the escrowed funds will be
returned to the Venture.
Although the sale of the Myrtle Creek System represented the sale of
the only remaining operating asset of the Venture, the Venture will not be
dissolved until all proceeds from escrow have been distributed.
South Sioux City System Sale
On August 31, 1998, the Venture sold the South Sioux City System to an
unaffiliated party for a sales price of $9,500,000. From the sale proceeds, the
Venture repaid $2,000,000 of the then-outstanding balance on the Venture's
credit facility, paid a brokerage fee to The Intercable Group totaling $237,500,
settled working capital adjustments and then the Venture distributed the net
sales proceeds of $7,277,700 to Fund 1-B and Fund 1-C. Fund 1-B received
$2,894,341 and Fund 1-C received $4,383,359 of such distribution.
Southwestern Michigan System
On July 31, 1998, the Venture sold the Southwestern Michigan System to
three unaffiliated parties for a total sales price of $31,250,000. From the sale
proceeds, the Venture repaid $9,500,000 of the then-outstanding balance of the
Venture's credit facility, paid a brokerage fee to The Intercable Group totaling
$781,250, settled working capital adjustments and then the Venture distributed
the net sales proceeds of $21,200,000 to Fund 1-B and Fund 1-C. Fund 1-B
received $8,431,240 and Fund 1-C received $12,768,760 of such distribution.
Clearlake System
On January 9, 1998, the Venture sold the Clearlake System to an
unaffiliated party for a sales price of $21,400,000. From the sale proceeds, the
Venture repaid $9,600,000 of the then-outstanding balance on the Venture's
credit facility, paid a brokerage fee to The Intercable Group totaling $535,000,
settled working capital adjustments, deposited $300,000 into an indemnity escrow
account and then the Venture distributed the net sale proceeds of $11,000,000 to
the Fund 1-B and Fund 1-C. Fund 1-B received $4,374,700 and Fund 1-C received
$6,625,300 of such distribution. Fund 1-B and Fund 1-C, in turn, distributed
such amounts to their limited partners in February 1998.
The indemnity escrow period expired on January 9, 1999, and all of the
$300,000 indemnity escrow amount plus $14,977 of interest was returned to the
Venture. The Venture has distributed these funds 40 percent to Fund 1-B and 60
percent to Fund 1-C. Fund 1-B and Fund 1-C used their portion of these proceeds
to repay a portion of their remaining liabilities, therefore no distribution of
these funds was made to the limited partners.
Colorado Systems
On January 24, 1997, the Venture sold the Colorado Systems to an
unaffiliated party for a sales price of $35,000,000. From the sale proceeds, the
Venture repaid a portion of the balance outstanding on its credit facility, paid
a
25
brokerage fee to The Intercable Group totaling $875,000, settled working
capital adjustments and then the Venture distributed the net sale proceeds of
$15,000,000 to Fund 1-B and Fund 1-C. Fund 1-B received $5,965,360 and Fund 1-C
received $9,034,640 of such distribution.
Contributed Capital
The capitalization of the Venture is set forth in the accompanying
statements of partners' capital.
All Venture distributions, including those made from cash flow, from
the sale or refinancing of Venture property and on dissolution of the Venture,
shall be made to Fund 1-B and Fund 1-C in proportion to their interests in the
Venture.
(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 Venture's tax returns are also prepared on the accrual basis.
The preparation of financial statements in conformity with generally
accepted accounting principles requires 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 was 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 were capitalized and
maintenance and repairs were charged to expense as incurred.
Property, plant and equipment and the corresponding accumulated
depreciation were written off as certain assets became fully depreciated and
were no longer in service.
Intangible Assets
Costs assigned to intangible assets were amortized using the
straight-line method over remaining estimated useful lives ranging from 1-31
years.
Revenue Recognition
Subscriber prepayments were initially deferred and recognized as
revenue when earned.
26
(3) TRANSACTIONS WITH JONES INTERCABLE AND AFFILIATES
Brokerage Fees
The Intercable Group performed brokerage services for the Venture. For
brokering the Venture's sale of the Myrtle Creek System, The Intercable Group
earned a $240,355 fee, or 2.5 percent of the sales price, for the year ended
December 31, 1999. For brokering the Venture's sales of the Clearlake System,
the Southwestern Michigan System and the South Sioux City System, The Intercable
Group earned fees totaling $1,553,750, or 2.5 percent of the respective sales
prices, for the year ended December 31, 1998. For brokering the Venture's sale
of the Colorado Systems, The Intercable Group earned a $875,000 fee, or 2.5
percent of the sales price, for the year ended December 31, 1997.
Management Fees, Distribution Ratios and Reimbursements
Jones Intercable managed the Venture and received a fee for its
services equal to 5 percent of the gross revenues of the Venture, excluding
revenues from the sale of cable television systems or franchises. Jones
Intercable has not received and will not receive a management fee after July 30,
1999. Management fees paid to Jones Intercable by the Venture during the years
ended December 31, 1999, 1998 and 1997 were $69,200, $427,936 and $916,942,
respectively.
The Venture reimburses the Venture partner's 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
Venture and its constituent partnerships. Such services, and their related
costs, are necessary to the administration of the Venture and its constituent
partnerships until they are dissolved. Such costs were charged to operating
costs during the periods that the Venture operated its cable television systems.
Subsequent to the sale of the Venture's final cable television system, such
costs were charged to other expense. Reimbursements made to the Venture by Jones
Intercable for overhead and administrative expenses during the years ended
December 31, 1999, 1998 and 1997 were $130,975, $543,889 and $1,075,393,
respectively.
The Venture was charged interest during 1999 at an average rate of 7.18
percent on amounts due Jones Intercable, which approximated Jones Intercable's
weighted average cost of borrowing. Total interest charged to the Venture by
Jones Intercable in 1999 was $36,244.
Payments to/from Affiliates for Programming Services
The Venture receives or has received programming from Superaudio,
Knowledge TV, Inc., Jones Computer Network, Ltd., Great American Country, Inc.
and Product Information Network, all of which were affiliates of Jones
Intercable, until April 7, 1999 (see Note 1).
Payments to Superaudio totaled $1,707, $16,706 and $31,780 in 1999,
1998 and 1997, respectively. Payments to Knowledge TV, Inc. totaled $1,368,
$17,022 and $30,775 in 1999, 1998 and 1997, respectively. Payments to Jones
Computer Network, Ltd., whose service was discontinued in April 1997, totaled
$15,656 in 1997. Payments to Great American Country, Inc. totaled $1,368,
$16,629 and $23,695 in 1999, 1998 and 1997, respectively.
The Venture receives a commission from Product Information Network
based on a percentage of advertising revenues and number of subscribers. Product
Information Network paid commissions to the Venture totaling $2,295, $28,497 and
$59,075 in 1999, 1998 and 1997, respectively.
27
(4) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment as of December 31, 1999 and 1998,
consisted of the following:
December 31,
-------------------------
1999 1998
----------- -----------
Cable distribution systems $ -- $ 5,017,230
Equipment and tools -- 349,643
Office furniture and equipment -- 181,056
Buildings -- 105,764
Vehicles -- 109,600
Land -- --
----------- -----------
-- 5,763,293
Less- accumulated depreciation -- (3,331,334)
----------- -----------
$ -- $ 2,431,959
=========== ===========
(5) DEBT
Debt consisted of the following: December 31,
-------------------------
1999 1998
------------ ----------
Lending institutions -
Revolving credit agreement $ -- $2,400,000
Capital lease obligations -- 17,756
------------ ----------
$ -- $2,417,756
============ ==========
The $2,400,000 outstanding balance of the credit facility was repaid
upon the sale of the Venture's Myrtle Creek System on July 30, 1999. Interest on
outstanding principal was calculated at the Venture's option of the Base Rate
plus 1/8, or the Euro-Rate plus 1 1/8 percent.
(6) INCOME TAXES
Income taxes have not been recorded in the accompanying financial
statements because they accrue directly to Fund 1-B and Fund 1-C. The federal
and state income tax returns of the Venture are prepared and filed by Jones
Intercable.
The Venture's tax returns, the qualification of the Venture as such for
tax purposes, and the amount of distributable Venture income or loss are subject
to examination by federal and state taxing authorities. If such examinations
result in changes with respect to the Venture's qualification as such, or in
changes with respect to the Venture's recorded income or loss, the tax liability
of Fund 1-B and Fund 1-C would likely be changed accordingly.
Taxable income (loss) reported to Fund 1-B and Fund 1-C 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 and the net income reported in the statements of operations.
(7) COMMITMENTS AND CONTINGENCIES
For a period of one year following the closing date, $500,000 of the
sale proceeds will remain in escrow as security for the Venture's agreement to
indemnify the buyer under the asset purchase agreement. The Venture's primary
exposure, if
28
any, will relate to the representations and warranties made about the Myrtle
Creek 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 one-year
escrow period plus interest earned on the escrowed funds will be returned to the
Venture. From this amount, the Venture will pay any remaining liabilities and
the Venture then plans to distribute the balance, if any, to its partners.
(8) SUPPLEMENTARY PROFIT AND LOSS INFORMATION
Supplementary profit and loss information for the respective years is
presented below:
Year Ended December 31,
----------------------------------------
1999 1998 1997
---------- ---------- ----------
Maintenance and repairs $ 8,644 $ 60,185 $ 140,994
========== ========== ==========
Taxes, other than income and payroll taxes $ 14,057 $ 122,253 $ 459,969
========== ========== ==========
Advertising $ 22,016 $ 152,119 $ 219,240
========== ========== ==========
Depreciation of property, plant and equipment $ 256,188 $1,705,274 $3,458,105
========== ========== ==========
Amortization of intangible assets $ 205,042 $1,242,714 $1,956,326
========== ========== ==========
29
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.
RALPH J. ROBERTS is Chairman of the General Partner's Board of
Directors. Mr. Roberts served as Chairman of Jones Intercable, Inc.'s Board of
Directors from April 1999 until its merger with the General Partner in March
2000. Mr. Roberts has served as a director of Comcast Corporation and as the
Chairman of its Board of Directors for more than five years. Mr. Roberts has
been the President and a director of Sural Corporation, a privately held
investment company that is Comcast Corporation's controlling shareholder, for
more than five years. Mr. Roberts is also a director of Comcast Cable
Communications, Inc. and Comcast LCI Holdings, Inc. Mr. Roberts is the father of
Brian L. Roberts. He is 80 years old.
BRIAN L. ROBERTS is President and a director of the General Partner.
Mr. Roberts served as President and a director of Jones Intercable, Inc. from
April 1999 until its merger with the General Partner in March 2000. Mr. Roberts
has served as the President and as a director of Comcast Corporation for more
than five years. Mr. Roberts also serves as Vice President and as a director of
Sural Corporation. He also is a director of Comcast Cable Communications, Inc.,
Comcast LCI Holdings, Inc., At Home Corporation and The Bank of New York
Company, Inc. Mr. Roberts is a son of Ralph J. Roberts. He is 40 years old.
LAWRENCE S. SMITH is Executive Vice President and a director of the
General Partner. Mr. Smith served as an Executive Vice President and a director
of Jones Intercable, Inc. from April 1999 until its merger with the General
Partner in March 2000. Mr. Smith has served as an Executive Vice President of
Comcast Corporation since December 1995. Prior to that time, he served as Senior
Vice President of Comcast Corporation for more than five years. Mr. Smith is
also a director of Comcast Cable Communications, Inc. and Comcast LCI Holdings,
Inc. He is 52 years old.
STANLEY L. WANG is Executive Vice President and Secretary and a
director of the General Partner. Mr. Wang served as Senior Vice President and
Secretary and a director of Jones Intercable, Inc. from April 1999 until its
merger with the General Partner in March 2000. Mr. Wang has served as an
Executive Vice President of Comcast Corporation since February 2000. Prior to
that time, he served as Senior Vice President of Comcast Corporation for more
than five years. Mr. Wang also has served as Secretary of Comcast Corporation
for more than five years. Mr. Wang is also a director of Comcast Cable
Communications, Inc. and Comcast LCI Holdings, Inc. He is 59 years old.
JOHN R. ALCHIN is Executive Vice President and Treasurer of the General
Partner. Mr. Alchin served as Senior Vice President and Treasurer and a director
of Jones Intercable, Inc. from April 1999 until its merger with the General
Partner in March 2000. Mr. Alchin has served as an Executive Vice President of
Comcast Corporation since February 2000. Prior to that time, he served as Senior
Vice President of Comcast Corporation for more than five years. Mr. Alchin also
has served as Treasurer of Comcast Corporation for more than five years. Mr.
Alchin is the Principal Financial Officer of the General Partner and of Comcast
Corporation. He is 51 years old.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Each of the
directors and executive officers of the General Partner were directors and
executive officers of Jones Intercable prior to its merger with the General
Partner on March 2, 2000. Jones Intercable was the general partner of the
Partnership prior to March 2, 2000. These persons became directors and executive
officers of Jones Intercable on April 7, 1999, the date Comcast acquired a
controlling interest in Jones Intercable. These persons failed to file on a
timely basis reports
30
disclosing their ownership of limited partnership interests of the Partnership
as required by Section 16(a) of the Securities Exchange Act of 1934. The
reports, when filed, disclosed that these persons own no limited partnership
interests of the Partnership.
ITEM 11. EXECUTIVE COMPENSATION
Neither the Partnership nor the Venture have any employees; however,
various personnel are required to administer the financial, tax and legal
affairs of the Partnership and the Venture and to maintain the books and records
of the Partnership. Such personnel are employed by Comcast and, pursuant to the
terms of the limited partnership agreement of the Partnership, the costs of such
employment are charged by Comcast to the Partnership and the Venture. See ITEM
13.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGERS
As of December 31, 1999, no person or entity owned more than 5% of the
limited partnership interests of the Partnership.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Partnership and the Venture reimburse the Partnership's general
partner for certain allocated overhead and administrative expenses. These
expenses represent the salaries and benefits paid to corporate personnel. Such
personnel provide administrative, tax, accounting, legal and investor relations
services to the Partnership and the Venture. The Partnership and the Venture
will continue to reimburse the Partnership's general partner for actual time
spent on Partnership and Venture business by employees of Comcast until the
Partnership and the Venture are liquidated and dissolved. During the year ended
December 31, 1999, such reimbursements made by the Venture totaled $130,975. The
Partnership made no such reimbursements in 1999.
Prior to the sale of the Myrtle Creek System, the Venture paid a
management fee to the Partnership's general partner equal to 5% of the Venture's
gross revenues from system operations. During the year ended December 31, 1999,
such management fees totaled $69,200. It is expected that the Partnership and
the Venture will never again pay management fees.
An affiliate of Jones Intercable performed brokerage services for the
Venture in connection with the sale of the Myrtle Creek System and was paid
brokerage fees totaling $240,355, or 2.5% of the sales price, during the year
ended December 31, 1999. It is expected that the Partnership and the Venture
will never again pay brokerage fees.
The Partnership and the Venture are charged interest on amounts
advanced by the Partnership's general partner. The interest rate in 1999 was at
an average of 7.18%, which approximated Jones Intercable's weighted average cost
of borrowing. During the year ended December 31, 1999, the Partnership paid
interest charges of $5,625 and the Venture paid interest charges of $36,244.
Prior to the sale of the Myrtle Creek System, the Venture paid
programming service fees to affiliates of Jones Intercable. The amounts of such
programming service fees paid to affiliates during 1999 were not material. It is
expected that the Partnership and the Venture will never again pay programming
service fees.
31
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K
(a) 1. See index to financial statements for a list of financial statements and
exhibits thereto filed as a part of this report.
3. The following exhibits are filed herewith:
4.1 Limited Partnership Agreement of Jones Cable Income Fund 1-B, Ltd.
(Incorporated by reference from the Partnership's Annual Report on Form
10-K for the fiscal year ended December 31, 1987.)
4.2 Joint Venture Agreement of Jones Cable Income Fund 1-B/C Venture.
(Incorporated by reference from the Partnership's Annual Report on Form
10-K for the fiscal year ended December 31, 1987.)
27 Financial Data Schedule
(b) Reports on Form 8-K.
None.
32
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 in Philadelphia,
Pennsylvania.
JONES CABLE INCOME FUND 1-B, LTD.,
a Colorado limited partnership
By: Comcast JOIN Holdings, Inc.,
a Delaware corporation, its general
partner
By: /s/ Brian L. Roberts
----------------------------
Brian L. Roberts
Dated: March 22, 2000 President; Director
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/ Ralph J. Roberts
----------------------------
Ralph J. Roberts
Dated: March 22, 2000 Chairman; Director
By: /s/ Brian L. Roberts
----------------------------
Brian L. Roberts
President; Director
Dated: March 22, 2000 (Principal Executive Officer)
By: /s/ Lawrence S. Smith
----------------------------
Lawrence S. Smith
Dated: March 22, 2000 Executive Vice President; Director
By: /s/ Stanley L. Wang
----------------------------
Stanley L. Wang
Dated: March 22, 2000 Executive Vice President; Secretary;
Director
By: /s/ John R. Alchin
----------------------------
John R. Alchin
Executive Vice President; Treasurer
Dated: March 22, 2000 (Principal Financial Officer)
By: /s/ Lawrence J. Salva
----------------------------
Lawrence J. Salva
Senior Vice President
Dated: March 22, 2000 (Principal Accounting Officer)
33