SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 24, 1997
JONES CABLE INCOME FUND 1-B, LTD.
---------------------------------
(Exact name of registrant as specified in its charter)
Colorado 0-14906 84-1010417
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(State of Organization) (Commission File No.) (IRS Employer
Identification No.)
P.O. Box 3309, Englewood, Colorado 80155-3309 (303) 792-3111
- --------------------------------------------------- --------------
(Address of principal executive office and Zip Code (Registrant's
telephone no.
including area code)
Item 2. Disposition of Assets
---------------------
On January 24, 1997, Jones Cable Income Fund 1-B/C Venture, a Colorado
general partnership (the "Venture"), sold substantially all of the assets,
property and business of the Venture relating to the cable television systems
serving subscribers in the cities of Broomfield and Brighton, the town of
Lochbuie, and portions of unincorporated Adams, Boulder and Weld Counties, all
in the State of Colorado, (the "Systems") to Tele-Vue Systems, Inc., an
affiliate of Tele-Communications, Inc. (the "Purchaser"), for a sales price of
$35,000,000, subject to customary closing adjustments. The Purchaser is not
affiliated with the Venture or with Jones Intercable, Inc. Jones Cable Income
Fund 1-B, Ltd. (the "Partnership") and Jones Cable Income Fund 1-C, Ltd. ("Fund
1-C"), both Colorado limited partnerships, are the partners in the Venture,
owning a 40 percent and a 60 percent interest, respectively. The Venture will
distribute, prior to the end of February 1997, approximately $15,000,000 to the
Partnership and Fund 1-C, which amount represents the net sale proceeds
following the Venture's repayment of a portion of its credit facility. The
Partnership will receive $5,965,360 in such distribution and will, in turn,
distribute such amount (approximately $142 per each $1,000 invested in the
Partnership) of the net sale proceeds to the limited partners of the
Partnership. Because the distribution to the limited partners of the
Partnership will not return the amount initially contributed by the limited
partners to the Partnership plus the preferred distribution provided under the
Partnership's limited partnership agreement, the general partner of the
Partnership will not receive a distribution from the sale proceeds. The Jones
Group, Ltd., a subsidiary of Jones Intercable, Inc., the general partner of the
Partnership, received a brokerage fee from the Venture of $875,000, representing
2.5 percent of the sales price, for acting as a broker in this transaction.
Because the sale of the Systems did not represent a sale of all or substantially
all of the Partnership's assets, no vote of the limited partners of the
Partnership was required to approve this sale.
2
Item 7. Financial Statements and Exhibits
---------------------------------
b. Pro Forma Financial Statements of Jones Cable Income Fund 1-B,
Ltd. and Jones Cable Income Fund 1-B/C Venture reflecting the disposition of the
Systems are attached hereto.
c. Exhibits.
--------
2.1 Asset Purchase Agreement dated September 13, 1996 between
Jones Cable Income Fund 1-B/C Venture and Tele-Vue Systems, Inc. is incorporated
by reference from the Registrant's Current Report on Form 8-K dated September
26, 1996.
3
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 hereunto duly authorized.
JONES CABLE INCOME
FUND 1-B, LTD.
By Jones Intercable, Inc.,
General Partner
Dated: February 6, 1997 By: /s/ Elizabeth M. Steele
-----------------------
Elizabeth M. Steele
Vice President
4
UNAUDITED PRO FORMA FINANCIAL INFORMATION
OF JONES CABLE INCOME FUND 1-B, LTD.
The following unaudited pro forma balance sheet assumes that as of
September 30, 1996, Jones Cable Income Fund 1-B/C Venture (the "Venture") had
sold the cable television system serving areas in and around the cities of
Broomfield and Brighton, the town of Lochbuie and Adams, Boulder and Weld
Counties, all in the State of Colorado (the "Systems") for $35,000,000. Jones
Cable Income Fund 1-B, Ltd. (the "Partnership") and Jones Cable Income Fund 1-C,
Ltd. ("Fund 1-C"), are the partners in the Venture. The funds available to the
Venture, adjusting for the estimated net closing adjustments of the Systems, are
expected to total approximately $35,117,019. Such funds will be used to repay
indebtedness of the Venture, and $15,000,000 will be distributed to the partners
of the Venture. The Partnership will then distribute $5,965,360 to the limited
partners of the Partnership. The unaudited pro forma statements of operations
assume that the Systems were sold as of January 1, 1995.
The Partnership will continue to own a 40 percent interest in the Venture.
The unaudited pro forma financial information should be read in conjunction
with the appropriate notes to the unaudited pro forma financial information.
ALL OF THE FOLLOWING UNAUDITED PRO FORMA FINANCIAL INFORMATION IS BASED
UPON AMOUNTS AS OF SEPTEMBER 30, 1996 AND CERTAIN ESTIMATES OF LIABILITIES AT
CLOSING. FINAL RESULTS MAY DIFFER FROM SUCH INFORMATION.
JONES CABLE INCOME FUND 1-B, LTD.
UNAUDITED PRO FORMA BALANCE SHEET
September 30, 1996
Pro Forma Pro Forma
As Reported Adjustments Balance
------------ ----------- ---------
ASSETS
Cash and cash equivalents $ - $ - $ -
Trade receivables, net - - -
Investment in cable television properties:
Property, plant and equipment, net - - -
Intangibles, net - - -
Investment in cable television joint venture 1,444,486 381,253 1,825,739
--------- ----------- ---------
Total investment in cable television properties 1,444,486 381,253 1,825,739
Deposits, prepaid expenses and deferred charges - - -
--------- ----------- ---------
Total assets $ 1,444,486 $ 381,253 $ 1,825,739
========= =========== =========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Debt $ - $ - $ -
Accounts payable - General Partner - - -
Accrued liabilities 69,626 - 69,626
Subscriber prepayments - - -
--------- ----------- ---------
Total liabilities 69,626 - 69,626
--------- ----------- ---------
Partners' capital 1,374,860 381,253 1,756,113
--------- ----------- ---------
Total liabilities and partners' capital $ 1,444,486 $ 381,253 $ 1,825,739
========= =========== =========
The accompanying notes to unaudited pro forma financial statements are
an integral part of this unaudited balance sheet.
JONES CABLE INCOME FUND 1-B, LTD.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Year Ended December 31, 1995
Pro Forma Pro Forma
As Reported Adjustments Balance
------------- ----------- -----------
REVENUES $ 4,920,983 $ - $ 4,920,983
COSTS AND EXPENSES:
Operating expenses 2,941,756 - 2,941,756
Management fees and allocated overhead from
General Partner 607,001 - 607,001
Depreciation and amortization 1,335,945 - 1,335,945
---------- ---------- -----------
OPERATING INCOME 36,281 - 36,281
---------- ---------- -----------
OTHER INCOME (EXPENSES):
Interest expense (524,050) - (524,050)
Other, net 1,446 - 1,446
---------- ---------- -----------
Total other income (expense), net (522,604) - (522,604)
---------- ---------- -----------
LOSS BEFORE EQUITY IN NET
LOSS OF CABLE TELEVISION
JOINT VENTURE $ (486,323) - (486,323)
EQUITY IN NET LOSS OF
CABLE TELEVISION JOINT VENTURE (1,738,404) 662,868 (1,075,536)
NET LOSS $ (2,224,727) $ 662,868 $ (1,561,859)
========== ========== ===========
The accompanying notes to unaudited pro forma financial statements are
an integral part of this unaudited statement.
JONES CABLE INCOME FUND 1-B, LTD.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Nine Months Ended September 30, 1996
Pro Forma Pro Forma
As Reported Adjustments Balance
------------ ----------- -----------
REVENUES $ 862,911 $ - $ 862,911
COSTS AND EXPENSES:
Operating expenses 730,908 - 730,908
Management fees and allocated overhead from
General Partner 106,575 - 106,575
Depreciation and amortization 227,488 - 227,488
---------- ----------- ----------
OPERATING LOSS (202,060) - (202,060)
OTHER INCOME (EXPENSES):
Interest expense (123,888) - (123,888)
Gain on sale of cable television system 11,122,663 - 11,122,663
Other, net 135,637 - 135,637
---------- ----------- ----------
Total other income (expense), net 11,134,412 - 11,134,412
---------- ----------- ----------
INCOME BEFORE EQUITY IN NET
LOSS OF CABLE TELEVISION
JOINT VENTURE $ 10,932,352 - 10,932,352
EQUITY IN NET LOSS OF CABLE
TELEVISION JOINT VENTURE (903,573) 381,253 (522,320)
NET INCOME $ 10,028,779 $ 381,253 $ 10,410,032
========== ========== ==========
The accompanying notes to unaudited pro forma financial statements are
an integral part of this unaudited statement.
JONES CABLE INCOME FUND 1-B, LTD.
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
1) The following calculations present the sale of the Systems and the
resulting estimated proceeds expected to be received by the Partnership.
2) The unaudited pro forma balance sheet assumes that the Venture had sold
the Systems for $35,000,000 as of September 30, 1996. The unaudited statements
of operations assume that the Venture had sold the Systems as of January 1,
1995.
3) The estimated gain recognized from the sale of the Systems and
corresponding estimated distribution to limited partners as of September 30,
1996 has been computed as follows:
GAIN ON SALE OF ASSETS:
Contract sales price $ 35,000,000
Less: Net book value of investment in cable television properties
at September 30, 1996 14,926,468
-----------
Gain on sale of assets $ 20,073,532
===========
DISTRIBUTIONS TO PARTNERS:
Contract sales price $ 35,000,000
Working capital adjustment:
Add: Current assets 275,806
Less: Current liabilities (158,787)
-----------
Adjusted cash received by the Venture 35,117,019
Less: Repayment of outstanding debt to third parties (19,242,019)
Payment of brokerage fee (875,000)
Cash available for distribution $ 15,000,000
===========
Distribution to the Partnership $ 5,965,360
===========
Distribution to Fund 1-C $ 9,034,640
===========
4) The pro forma statements of operations reflect the sale of the Systems
and the repayment of approximately $19,242,019 of debt with proceeds of such
sale. The Partnership will continue to own a 40 percent interest in the
Venture.
UNAUDITED PRO FORMA FINANCIAL INFORMATION
OF JONES CABLE INCOME FUND 1-B/C VENTURE
The following unaudited pro forma balance sheet assumes that as of
September 30, 1996, Jones Cable Income Fund 1-B/C Venture (the "Venture") had
sold the cable television system serving areas in and around the cities of
Broomfield and Brighton, the town of Lochbuie and Adams, Boulder and Weld
Counties, all in the State of Colorado (the "Systems") for $35,000,000. Jones
Cable Income Fund 1-B, Ltd. ("Fund 1-B") and Jones Cable Income Fund 1-C, Ltd.
("Fund 1-C"), are the partners in the Venture. The funds available to the
Venture, adjusting for the estimated net closing adjustments of the Systems, are
expected to total approximately $35,117,019. Such funds will be used to repay
indebtedness of the Venture, and $15,000,000 will be distributed to the partners
of the Venture. Fund 1-B and Fund 1-C will then distribute $5,965,360 and
$9,034,640, respectively, to their limited partners. The unaudited pro forma
statements of operations assume that the Systems were sold as of January 1,
1995.
The Venture will continue to own the cable television systems serving areas
in and around Lake County, California; Myrtle Creek, Oregon; South Sioux City,
Nebraska; and Three Rivers and Watervliet, Michigan.
The unaudited pro forma financial information should be read in conjunction
with the appropriate notes to the unaudited pro forma financial information.
ALL OF THE FOLLOWING UNAUDITED PRO FORMA FINANCIAL INFORMATION IS BASED
UPON AMOUNTS AS OF SEPTEMBER 30, 1996 AND CERTAIN ESTIMATES OF LIABILITIES AT
CLOSING. FINAL RESULTS MAY DIFFER FROM SUCH INFORMATION.
JONES CABLE INCOME FUND 1-B/C VENTURE
UNAUDITED PRO FORMA BALANCE SHEET
September 30, 1996
Pro Forma Pro Forma
As Reported Adjustments Balance
------------- ------------- -----------
ASSETS
Cash and cash equivalents $ 321,486 $ (6,034) $ 315,443
Trade receivables, net 510,767 (137,889) 372,868
Investment in cable television properties:
Property, plant and equipment, net 33,242,302 (12,187,772) 21,054,530
Intangibles, net 13,407,278 (2,783,270) 10,624,008
---------- ------------ -----------
Total investment in cable television properties 46,649,580 (14,971,042) 31,678,538
Deposits, prepaid expenses and deferred charges 382,060 (52,981) 329,079
---------- ------------ -----------
Total assets $ 47,863,893 $ (15,167,965) $ 32,695,928
========== ============ ===========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Debt $ 43,060,394 $ (19,248,392) $ 23,812,002
Accrued liabilities 1,020,853 (315,122) 705,731
Subscriber prepayments 254,750 (47,911) 206,839
---------- ------------ -----------
Total liabilities 44,335,997 (19,611,425) 24,724,572
---------- ------------ -----------
Partners' capital 3,527,896 4,443,460 7,971,356
---------- ------------ -----------
Total liabilities and partners' capital $ 47,863,893 $ (15,167,965) $ 32,695,928
========== ============ ===========
The accompanying notes to unaudited pro forma financial statements are
an integral part of this unaudited balance sheet.
JONES CABLE INCOME FUND 1-B/C VENTURE
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Year Ended December 31, 1995
Pro Forma Pro Forma
As Reported Adjustments Balance
-------------- ------------ -----------
REVENUES $ 22,867,228 $ (6,896,065) $ 15,971,163
COSTS AND EXPENSES:
Operating expenses 12,349,907 (3,870,617) 8,479,290
Management fees and allocated overhead from
General Partner 2,810,905 (838,249) 1,972,656
Depreciation and amortization 8,951,345 (2,433,721) 6,517,624
---------- ----------- ----------
OPERATING LOSS (1,244,929) 246,522 (998,407)
---------- ----------- ----------
OTHER INCOME (EXPENSES):
Interest expense (3,391,355) 1,420,531 (1,970,824)
Other, net 265,139 (299) 264,840
---------- ----------- ----------
Total other income (expense), net (3,126,216) 1,420,232 (1,705,984)
---------- ----------- ----------
NET LOSS $ (4,371,145) $ 1,666,754 $ (2,704,391)
========== =========== ==========
The accompanying notes to unaudited pro forma financial statements are
an integral part of this unaudited statement.
JONES CABLE INCOME FUND 1-B/C VENTURE
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Nine Months Ended September 30, 1996
Pro Forma Pro Forma
As Reported Adjustments Balance
-------------- ------------ -----------
REVENUES $ 18,318,617 $ (5,635,637) $ 12,682,980
COSTS AND EXPENSES:
Operating expenses 10,166,199 (3,215,344) 6,950,855
Management fees and allocated overhead from
General Partner 2,084,393 (629,440) 1,454,953
Depreciation and amortization 6,013,447 (1,718,122) 4,295,325
---------- ----------- ----------
OPERATING INCOME 54,578 (72,731) (18,153)
OTHER INCOME (EXPENSES):
Interest expense (2,331,270) 1,019,202 (1,312,068)
Other, net 4,695 12,173 16,868
---------- ----------- ----------
Total other income (expense), net (2,326,575) 1,031,375 (1,295,200)
---------- ----------- ----------
NET LOSS $ (2,271,997) $ 958,644 $ (1,313,353)
========== =========== ==========
The accompanying notes to unaudited pro forma financial statements are
an integral part of this unaudited statement.
JONES CABLE INCOME FUND 1-B/C VENTURE
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
1) The following calculations present the sale of the Systems and the
resulting estimated proceeds expected to be received by the Venture.
2) The unaudited pro forma balance sheet assumes that the Venture had sold
the Systems for $35,000,000 as of September 30, 1996. The unaudited statements
of operations assume that the Venture had sold the Systems as of January 1,
1995.
3) The estimated gain recognized from the sale of the Systems and
corresponding estimated distribution to limited partners as of September 30,
1996 has been computed as follows:
GAIN ON SALE OF ASSETS:
Contract sales price $ 35,000,000
Less: Net book value of investment in cable television properties
at September 30, 1996 14,926,468
-----------
Gain on sale of assets $ 20,073,532
===========
DISTRIBUTIONS TO PARTNERS:
Contract sales price $ 35,000,000
Working capital adjustment:
Add: Current assets 275,806
Less: Current liabilities (158,787)
-----------
Adjusted cash received by the Venture 35,117,019
Less: Repayment of outstanding debt to third parties $ (19,242,019)
Payment of brokerage fee (875,000)
Cash available for distribution $ 15,000,000
===========
Distribution to Fund 1-B $ 5,965,360
===========
Distribution to Fund 1-C $ 9,034,640
===========
4) The pro forma statements of operations reflect the sale of the Systems
and the repayment of approximately $19,242,019 of debt with proceeds of such
sale. The Venture will continue to own the cable television systems serving
areas in and around Lacke County, California; Myrtle Creek, Oregon; South Sioux
City, Nebraska; and Three Rivers and Watervliet, Michigan.