FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 1997
[_] 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: 0-15714
JONES CABLE INCOME FUND 1-C, LTD.
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Exact name of registrant as specified in charter
Colorado 84-1010419
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State of organization I.R.S. employer I.D.#
9697 East Mineral Avenue, P.O. Box 3309, Englewood, Colorado 80155-3309
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Address of principal executive office
(303) 792-3111
-----------------------------
Registrant's telephone number
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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JONES CABLE INCOME FUND 1-C, LTD.
---------------------------------
(A Limited Partnership)
UNAUDITED CONSOLIDATED BALANCE SHEETS
-------------------------------------
March 31, December 31,
ASSETS 1997 1996
------ ------------- -------------
CASH $ 272,883 $ 702,640
TRADE RECEIVABLES, less allowance for doubtful
receivables of $81,869 and $87,075 at March 31, 1997
and December 31, 1996, respectively 367,549 530,025
INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment, at cost 42,696,085 65,758,352
Less- accumulated depreciation (21,436,336) (32,628,107)
------------ ------------
21,259,749 33,130,245
Franchise costs and other intangible assets, net of accumulated
amortization of $32,218,343 and $38,696,513 at
March 31, 1997 and December 31, 1996, respectively 9,738,036 12,801,757
------------ ------------
Total investment in cable television properties 30,997,785 45,932,002
DEPOSITS, PREPAID EXPENSES AND DEFERRED CHARGES 135,911 391,576
------------ ------------
Total assets $ 31,774,128 $ 47,556,243
============ ============
The accompanying notes to unaudited consolidated financial statements
are an integral part of these unaudited consolidated balance sheets.
2
JONES CABLE INCOME FUND 1-C, LTD.
---------------------------------
(A Limited Partnership)
UNAUDITED CONSOLIDATED BALANCE SHEETS
-------------------------------------
March 31, December 31,
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) 1997 1996
------------------------------------------- ------------ ------------
LIABILITIES:
Debt $ 24,523,737 $ 42,559,250
General Partner advances - 284,390
Trade accounts payable and accrued liabilities 925,071 1,645,902
Subscriber prepayments 213,814 246,900
------------ ------------
Total liabilities 25,662,622 44,736,442
------------ ------------
MINORITY INTEREST IN JOINT VENTURE 2,472,128 1,162,877
------------ ------------
PARTNERS' CAPITAL (DEFICIT):
General Partner-
Contributed capital 1,000 1,000
Accumulated earnings (deficit) 108,844 (225,446)
Distributions (113,443) (113,443)
------------ ------------
(3,599) (337,889)
------------ ------------
Limited Partners-
Net contributed capital (85,059 units outstanding at
March 31, 1997 and December 31, 1996) 34,909,262 34,909,262
Accumulated deficit (9,863,999) (20,546,803)
Distributions (21,402,286) (12,367,646)
------------ ------------
3,642,977 1,994,813
------------ ------------
Total liabilities and partners' capital (deficit) $ 31,774,128 $ 47,556,243
============ ============
The accompanying notes to unaudited consolidated financial statements
are an integral part of these unaudited consolidated balance sheets.
3
JONES CABLE INCOME FUND 1-C, LTD.
---------------------------------
(A Limited Partnership)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
-----------------------------------------------
For the Three Months Ended
March 31,
-------------------------
1997 1996
----------- -----------
REVENUES $ 4,845,698 $ 5,957,396
COSTS AND EXPENSES:
Operating expenses 2,968,963 3,376,126
Management fees and allocated overhead from
General Partner 578,239 702,973
Depreciation and amortization 1,502,144 2,151,504
----------- -----------
OPERATING LOSS (203,648) (273,207)
----------- -----------
OTHER INCOME (EXPENSE):
Interest expense (381,443) (799,445)
Gain on sale of cable television system 18,889,257 -
Other, net (12,461) 54,186
----------- -----------
Total other income (expense) 18,495,353 (745,259)
----------- -----------
CONSOLIDATED INCOME (LOSS) 18,291,705 (1,018,466)
MINORITY INTEREST IN CONSOLIDATED
(INCOME) LOSS (7,274,611) 405,044
----------- -----------
NET INCOME (LOSS) $11,017,094 $ (613,422)
=========== ===========
ALLOCATION OF NET INCOME (LOSS):
General Partner $ 334,290 $ (6,134)
=========== ===========
Limited Partners $10,682,804 $ (607,288)
=========== ===========
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT $125.59 $(7.14)
=========== ===========
WEIGHTED AVERAGE NUMBER OF LIMITED
PARTNERSHIP UNITS OUTSTANDING 85,059 85,059
=========== ===========
The accompanying notes to unaudited consolidated financial statements
are an integral part of these unaudited consolidated statements.
4
JONES CABLE INCOME FUND 1-C, LTD.
---------------------------------
(A Limited Partnership)
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
-----------------------------------------------
For the Three Months Ended
March 31,
-------------------------
1997 1996
------------ ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 11,017,094 $ (613,422)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation and amortization 1,502,144 2,151,504
Gain on sale of cable television system (18,889,257) -
Minority interest in consolidated income (loss) 7,274,611 (405,044)
Decrease in trade receivables 162,476 118,007
Decrease (increase) in deposits, prepaid expenses
and deferred charges 200,875 (143,026)
Decrease in trade accounts payable and accrued
liabilities and subscriber prepayments (753,917) (403,029)
Decrease in General Partner advances (284,390) (109,893)
------------ ----------
Net cash provided by operating activities 229,636 595,097
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net (1,748,880) (798,635)
Proceeds from sale of cable television system, net
of brokerage fee 34,125,000 -
------------ ----------
Net cash provided by (used in) investing activities 32,376,120 (798,635)
------------ ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 17,003,052 360,211
Repayment of debt (35,038,565) (404,090)
Distribution to Venture Partner (5,965,360) -
Distributions to Limited Partners (9,034,640) -
------------ ----------
Net cash used in financing activities (33,035,513) (43,879)
------------ ----------
Decrease in cash (429,757) (247,417)
Cash, beginning of period 702,640 880,728
------------ ----------
Cash, end of period $ 272,883 $ 633,311
============ ==========
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 620,125 $ 818,443
============ ==========
The accompanying notes to unaudited consolidated financial statements
are an integral part of these unaudited consolidated statements.
5
JONES CABLE INCOME FUND 1-C, LTD.
---------------------------------
(A Limited Partnership)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
(1) This Form 10-Q is being filed in conformity with the SEC requirements for
unaudited financial statements and does not contain all of the necessary
footnote disclosures required for a fair presentation of the Balance Sheets and
Statements of Operations and Cash Flows in conformity with generally accepted
accounting principles. However, in the opinion of management, this data includes
all adjustments, consisting only of normal recurring accruals, necessary to
present fairly the financial position of Jones Cable Income Fund 1-C, Ltd. (the
"Partnership") at March 31, 1997 and December 31, 1996 and its results of
operations and cash flows for the three month periods ended March 31, 1997 and
1996. Results of operations for these periods are not necessarily indicative of
results to be expected for the full year.
The accompanying financial statements include 100 percent of the accounts
of the Partnership and those of the Myrtle Creek, Oregon; Lake County,
California; South Sioux City, Nebraska; and Three Rivers and Watervliet,
Michigan cable television systems reduced by the 40 percent minority interest in
Jones Cable Income Fund 1-B/C Venture (the "Venture"). All interpartnership
accounts and transactions have been eliminated. The Venture also owned and
operated the cable television system serving the areas in and around Brighton,
Broomfield and Boulder County, Colorado (the "Colorado Systems") until their
sale on January 24, 1997. (See Note 3.)
(2) On January 24, 1997, the Venture sold the Colorado Systems to an
unaffiliated party for a sales price of $35,000,000, subject to customary
closing adjustments. The Venture distributed $15,000,000 to the Partnership and
Jones Cable Income Fund 1-B, Ltd. ("Fund 1-B") in February 1997, which amount
represents the net sale proceeds following the Venture's repayment of a portion
of the balance outstanding of its credit facility. The Partnership received
$9,034,640 and Fund 1-B received $5,965,360 of such distribution. The
Partnership, in turn, distributed the $9,034,640 (approximately $212 per 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 preferred return provided by
the Partnership's limited partnership agreement, the General Partner did not
receive a distribution from the sale proceeds. The Jones Group, Ltd., a
subsidiary of Intercable, 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 Colorado 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.
The pro forma effect of the sale of the Colorado Systems on the results
of the Venture's operations for the three months ended March 31, 1997 and 1996,
assuming the transaction had occurred at the beginning of the year, is presented
in the following unaudited tabulation:
For the Three Months Ended March 31, 1997
-----------------------------------------
Unaudited
ProForma Unaudited
As Reported Adjustments Pro Forma
------------ ------------- -----------
Revenues $ 4,845,698 $ (505,437) $4,340,261
=========== ============ ==========
Operating Income (Loss) $ (203,648) $ 349,056 $ 145,408
=========== ============ ==========
Net Income (Loss) $18,291,705 $(18,595,357) $ (303,652)
=========== ============ ==========
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For the Three Months Ended March 31, 1996
-----------------------------------------
Unaudited
Pro Forma Unaudited
As Reported Adjustments Pro Forma
------------ ------------ ------------
Revenues $ 5,957,396 $(1,848,547) $4,108,849
=========== =========== ==========
Operating Loss $ (273,207) $ 29,648 $ (243,559)
=========== =========== ==========
Net Loss $(1,018,466) $ 365,624 $ (652,842)
=========== =========== ==========
(3) Jones Intercable, Inc. (the "General Partner"), a publicly held Colorado
corporation, manages the Partnership and the Venture and receives 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. Management
fees paid to the General Partner by the Venture for the three month periods
ended March 31, 1997 and 1996 were $242,285 and $297,870, respectively.
The Venture reimburses the General Partner for certain allocated overhead
and administrative expenses. These expenses represent the salaries and related
benefits paid for corporate personnel, rent, data processing services and other
corporate facilities costs. Such personnel provide engineering, marketing,
administrative, accounting, legal and investor relations services to the
Venture. Such services, and their related costs, are necessary to the
operations of the Venture and would have been incurred by the Venture if it was
a stand alone entity. Allocations of personnel costs are based primarily on
actual time spent by employees of the General Partner with respect to each
entity managed. Remaining expenses are allocated based on the pro rata
relationship of the Venture's revenues to the total revenues of all systems
owned or managed by the General Partner and certain of its subsidiaries.
Systems owned by the General Partner and all other systems owned by partnerships
for which Jones Intercable, Inc. is the general partner are also allocated a
proportionate share of these expenses. The General Partner believes that the
methodology of allocating overhead and administrative expenses is reasonable.
Overhead and administrative expenses allocated to the Venture by the General
Partner for the three month periods ended March 31, 1997 and 1996 were $335,954
and $405,103, respectively.
(4) Certain prior year amounts have been reclassified to conform to the 1997
presentation.
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JONES CABLE INCOME FUND 1-C, LTD.
---------------------------------
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
FINANCIAL CONDITION
- -------------------
The Partnership owns a 60 percent interest in the Venture. The
accompanying financial statements include 100 percent of the accounts of the
Partnership and those of the Venture systems reduced by the 40 percent minority
interest in the Venture.
On January 24, 1997, the Venture sold the Colorado Systems to an
unaffiliated party for a sales price of $35,000,000, subject to customary
closing adjustments. The Venture distributed $15,000,000 to the Partnership and
Fund 1-B in February 1997, which amount represents the net sale proceeds
following the Venture's repayment of a portion of the balance outstanding of its
credit facility. The Partnership received $9,034,640 and Fund 1-B received
$5,965,360 in such distribution. The Partnership, in turn, distributed the
$9,034,640 (approximately $212 per 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 preferred return provided by the Partnership's limited
partnership agreement, the General Partner did not receive a distribution from
the sale proceeds. The Jones Group, Ltd., a subsidiary of Intercable, 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 Colorado 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.
During the first three months of 1997, capital expenditures within the
Venture's systems totaled approximately $1,749,000. Approximately 48 percent of
these expenditures was for the construction of service drops to subscribers'
homes and approximately 17 percent of these expenditures was for the
construction of new cable plant. The remainder of these expenditures related to
various system enhancements and improvements in all of the Venture's systems.
Funding for these expenditures was provided by cash on hand, cash generated from
operations and borrowings available under the Venture's credit facility.
Anticipated capital expenditures for the remainder of 1997 are approximately
$2,433,000. Construction of service drops to homes will account for
approximately 34 percent of the anticipated expenditures and construction of new
cable plant will account for approximately 19 percent of the anticipated
expenditures. The remainder of the expenditures will relate to other various
enhancements in all of the Venture's remaining systems. Funding for these
expenditures is expected to come from cash on hand, cash generated from
operations and available borrowings under the Venture's credit facility.
As discussed above, on January 24, 1997, the Venture sold its Colorado
Systems and used the sales proceeds to repay a portion of its then-outstanding
principal balance on its $45,000,000 credit facility. At March 31, 1997, the
Venture's credit facility had $24,200,000 outstanding; however, since the
Venture's credit facility was set to mature on June 30, 1997, the General
Partner negotiated a new $27,500,000 reducing revolving credit facility, which
will extend the revolving credit period to June 30, 2005. Interest on
outstanding principal on the new reducing revolving credit facility is
calculated at the Venture's option of the Base Rate plus 3/8 percent, the Euro-
Rate plus 1-3/8 percent or the Certificate of Deposit Rate plus 1-1/2 percent.
The effective interest rates on amounts outstanding as of March 31, 1997 and
1996 were 6.93 percent and 7.06 percent, respectively.
One of the primary objectives of the Venture is to provide quarterly cash
distributions to the Venture partners, primarily from cash generated through
operating activities of the Venture. The Venture's partners in turn seek to
provide quarterly cash distributions to their partners. The Venture used cash
generated from operations to fund capital expenditures and did not declare a
quarterly cash flow distribution during the first quarter of 1997, although it
did make a distribution of $15,000,000 from the proceeds of the sale of the
Colorado
8
Systems. As a result of the sale of the Colorado Systems and the new
reducing revolving credit facility, the Venture will attempt to provide some
level of cash flow distributions in the future; however, no determination has
been made regarding the timing or level of future distributions. Such
distributions, if any, will be announced on a quarter-by-quarter basis.
The General Partner believes that the Venture has sufficient sources
of capital available from cash on hand, cash generated from operations and from
borrowings available under its new credit facility to meet its anticipated
needs.
RESULTS OF OPERATIONS
- ---------------------
Revenues of the Venture decreased $1,111,698, or approximately 19 percent,
to $4,845,698 for the three months ended March 31, 1997 from $5,957,396 for the
comparable 1996 period. This decrease was a result of the sale of the Colorado
Systems. Disregarding the effect of the sale of the Colorado Systems, revenues
would have increased $231,412, or approximately 6 percent, to $4,340,261 in 1997
from $4,108,849 in 1996. Basic service rate increases accounted for
approximately 73 percent of the increase in revenues. An increase in the number
of basic subscribers accounted for approximately 15 percent of the increase in
revenues. The number of basic subscribers in the remaining systems totaled
46,919 at March 31, 1997 compared to 46,603 at March 31, 1996, an increase of
316, or less than 1 percent. No other single factor significantly affected the
increase in revenues.
Operating expenses consist primarily of costs associated with the operation
and administration of the Venture's cable television systems. The principal
cost components are salaries paid to system personnel, programming expenses,
professional fees, subscriber billing costs, rent for leased facilities, cable
system maintenance expenses and marketing expenses.
Operating expenses decreased $407,163, or approximately 12 percent, to
$2,968,963 for the quarter ended March 31, 1997 from $3,376,126 for the
comparable 1996 period. This decrease was a result of the sale of the Colorado
Systems. Disregarding the effect of the sale of the Colorado Systems, operating
expenses would have increased $65,873, or approximately 3 percent, to $2,385,518
in 1997 from $2,319,645 in 1996. The increase in operating expenses was due
primarily to increases in programming fees. Operating expenses represented 55
percent of revenue for the first quarter of 1997 compared to 56 percent for the
similar period in 1996. No other individual factor was significant to the
increase in operating expenses.
The cable television industry generally measures the financial performance
of a cable television system in terms of operating cash flow (revenues less
operating expenses). This measure is not intended to be a substitute or
improvement upon the items disclosed on the financial statements, rather it is
included because it is an industry standard. Operating cash flow decreased
$704,535, or approximately 27 percent, to $1,876,735 for the three months ended
March 31, 1997 from $2,581,270 for the comparable 1996 period. This decrease
was a result of the sale of the Colorado Systems. Disregarding the effect of
the sale of the Colorado Systems, operating cash flow would have increased
$165,539, or approximately 9 percent, to $1,954,743 in 1997 from $1,789,204 in
1996. This increase was due to the increase in revenues exceeding the increase
in operating expenses.
Management fees and allocated overhead from the General Partner decreased
$124,734, or approximately 18 percent, to $578,239 for the quarter ended March
31, 1997 from $702,973 for the comparable 1996 period. This decrease was a
result of the sale of the Colorado Systems. Disregarding the effect of the sale
of the Colorado Systems, management fees and allocated overhead would have
increased $60,864, or approximately 13 percent, to $526,471 in 1997 from
$465,607 in 1996. This increase was primarily due to the increase in revenues
upon which such management fees and allocations are based, and the timing of
certain expenses allocated from the General Partner.
Depreciation and amortization expense decreased $649,360, or approximately
30 percent, to $1,502,144 for the three months ended March 31, 1997 from
$2,151,504 for the comparable 1996 period. This decrease was a result of the
sale of the Colorado Systems. Disregarding the effect of the sale of the
Colorado Systems,
9
depreciation and amortization expense would have decreased $284,292, or
approximately 18 percent, to $1,282,864 in 1997 from $1,567,156 in 1996. This
decrease was due to the maturation of the Venture's depreciable asset base.
The Venture's operating loss decreased $69,559, or approximately 25
percent, to $203,648 for the quarter ended March 31, 1997 from $273,207 for the
comparable 1996 period. Disregarding the effect of the sale of the Colorado
Systems, the Venture would have reported operating income of $145,408 in 1997
compared to an operating loss of $243,559 in 1996. This change was a result of
the increase in revenues and decrease in depreciation and amortization expense
exceeding the increases in operating expenses and management fees and allocated
overhead from the General Partner.
Interest expense decreased $418,002, or approximately 52 percent, to
$381,443 for the quarter ended March 31, 1997 from $799,445 for the comparable
1996 period. This decrease was primarily due to the lower outstanding balances
on the Venture's interest bearing obligations, as a result of a portion of the
proceeds from the sale of the Colorado Systems being used to repay a portion of
the outstanding loan principal balance.
The Venture reported a gain on the sale of the Colorado Systems of
$18,889,257 in the first quarter of 1997. No similar gain was reported in the
first quarter of 1996.
The Venture reported net income of $18,291,705 for the three months ended
March 31, 1997 compared to a net loss of $1,018,466 for the similar 1996 period.
This change was a result of the gain on the sale of the Colorado Systems.
10
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
a) Exhibits
27) Financial Data Schedule
b) Reports on Form 8-K
Report on Form 8-K dated January 24, 1997 reported that on
January 24, 1997, Jones Cable Income Fund 1-B/C Venture (the
"Venture") sold the cable television system serving subscribers 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"), to Tele-Vue Systems, Inc., an affiliate
of Tele-Communications, Inc., for a sales price of $35,000,000,
subject to customary closing adjustments.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
JONES CABLE INCOME FUND 1-C, LTD.
BY: JONES INTERCABLE, INC.
General Partner
By: /S/ Kevin P. Coyle
------------------------------------
Kevin P. Coyle
Group Vice President/Finance
(Principal Financial Officer)
Dated: May 13, 1997
12