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 September 30, 1997
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ____________ to ____________
Commission File Number: 0-14689
JONES CABLE INCOME FUND 1-A, LTD.
- --------------------------------------------------------------------------------
Exact name of registrant as specified in charter
Colorado 84-1010416
- --------------------------------------------------------------------------------
State of organization I.R.S. employer I.D.#
9697 East Mineral Avenue, Englewood, Colorado 80112
----------------------------------------------------
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
----- -----
JONES CABLE INCOME FUND 1-A, LTD.
---------------------------------
(A Limited Partnership)
UNAUDITED BALANCE SHEETS
------------------------
September 30, December 31,
ASSETS 1997 1996
------ -------------- -------------
CASH $ 71,526 $ 42,929
TRADE RECEIVABLES, less allowance for doubtful
receivables of $8,072 and $11,125 at September 30, 1997
and December 31, 1996, respectively 104,143 119,661
INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment, at cost 6,597,510 9,022,869
Less- accumulated depreciation (3,629,939) (4,794,646)
----------- -----------
2,967,571 4,228,223
Franchise costs and other intangible assets, net of
accumulated amortization of $1,376,089 and $723,631 at
September 30, 1997 and December 31, 1996, respectively 12,911 187,369
----------- -----------
Total investment in cable television properties 2,980,482 4,415,592
DEPOSITS, PREPAID EXPENSES AND DEFERRED CHARGES 126,370 32,502
----------- -----------
Total assets $ 3,282,521 $ 4,610,684
=========== ===========
The accompanying notes to unaudited financial statements
are an integral part of these unaudited balance sheets.
2
JONES CABLE INCOME FUND 1-A, LTD.
---------------------------------
(A Limited Partnership)
UNAUDITED BALANCE SHEETS
------------------------
September 30, December 31,
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) 1997 1996
------------------------------------------- -------------- -------------
LIABILITIES:
Debt $ 2,794,967 $ 5,296,610
Trade accounts payable and accrued liabilities 126,538 320,020
Accrued distribution to limited partners 75,000 200,000
Subscriber prepayments 33,027 41,856
------------ -----------
Total liabilities 3,029,532 5,858,486
------------ -----------
PARTNERS' DEFICIT:
General Partner-
Contributed capital 1,000 1,000
Accumulated earnings (deficit) 161,493 (3,487)
Distributions (87,109) (82,309)
------------ -----------
75,384 (84,796)
------------ -----------
Limited Partners-
Net contributed capital
(17,000 units outstanding at
September 30, 1997 and December 31, 1996) 7,288,694 7,288,694
Accumulated earnings (deficit) 6,017,911 (302,700)
Distributions (13,129,000) (8,149,000)
------------ -----------
177,605 (1,163,006)
------------ -----------
Total partner's capital (deficit) 252,989 (1,247,802)
------------ -----------
Total liabilities and partners' capital (deficit) $ 3,282,521 $ 4,610,684
============ ===========
The accompanying notes to unaudited financial statements
are an integral part of these unaudited balance sheets.
3
JONES CABLE INCOME FUND 1-A, LTD.
---------------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF OPERATIONS
----------------------------------
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
---------------------------- ---------------------------
1997 1996 1997 1996
--------- ---------- ---------- ----------
REVENUES $ 798,755 $1,257,694 $2,783,498 $3,696,552
COSTS AND EXPENSES:
Operating expenses 470,828 760,813 1,754,095 2,296,301
Management fees and
allocated overhead from
General Partner 87,520 141,858 331,160 435,195
Depreciation and
amortization 154,126 206,000 528,928 616,430
--------- ---------- ---------- ----------
OPERATING INCOME 86,281 149,023 169,315 348,626
--------- ---------- ---------- ----------
OTHER INCOME (EXPENSE):
Interest expense (47,578) (88,892) (166,272) (260,846)
Gain on sale of cable
television system - - 6,684,781 -
Other, net (139,280) 1,560 (202,233) 6
--------- ---------- ---------- ----------
Total other income (expense), net (186,858) (87,332) 6,316,276 (260,840)
--------- ---------- ---------- ----------
NET INCOME (LOSS) $(100,577) $ 61,691 $6,485,591 $ 87,786
========= ========== ========== ==========
ALLOCATION OF NET INCOME (LOSS):
General Partner $ (1,006) $ 617 $ 164,980 $ 878
========= ========== ========== ==========
Limited Partners $ (99,571) $ 61,074 $6,320,611 $ 86,908
========= ========== ========== ==========
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT $(5.86) $3.59 $371.80 $5.11
========= ========== ========== ==========
WEIGHTED AVERAGE NUMBER
OF LIMITED PARTNERSHIP
UNITS OUTSTANDING 17,000 17,000 17,000 17,000
========= ========== ========== ==========
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
4
JONES CABLE INCOME FUND 1-A, LTD.
---------------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF CASH FLOWS
----------------------------------
For the Nine Months Ended
September 30,
------------------------
1997 1996
----------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 6,485,591 $ 87,786
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 528,928 613,045
Gain on sale of cable television system (6,684,781) -
Decrease in trade receivables 15,518 37,069
Increase in deposits, prepaid expenses and
deferred charges (115,254) (26,122)
Decrease in trade accounts payable and
accrued liabilities and subscriber prepayments (202,311) (133,108)
Decrease in advances from General Partner - (39,725)
----------- ---------
Net cash provided by operating activities 27,691 538,945
----------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net (387,451) (487,575)
Proceeds from sale of cable television system, net
of brokerage fee 7,995,000 -
----------- ---------
Net cash provided by (used in) investing activities 7,607,549 (487,575)
----------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 925,035 640,941
Repayment of debt (3,426,678) (38,181)
Distributions to limited partners (4,980,000) (600,000)
Decrease in accrued distribution to limited partners (125,000) -
----------- ---------
Net cash provided by (used in) financing activities (7,606,643) 2,760
----------- ---------
Increase in cash 28,597 54,130
Cash, beginning of period 42,929 28,199
----------- ---------
Cash, end of period $ 71,526 $ 82,329
=========== =========
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 210,493 $ 262,051
=========== =========
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
5
JONES CABLE INCOME FUND 1-A, LTD.
---------------------------------
(A Limited Partnership)
NOTES TO UNAUDITED 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-A, Ltd. (the
"Partnership") at September 30, 1997 and December 31, 1996, its Statements of
Operations for the three and nine month periods ended September 30, 1997 and
1996 and its Statements of Cash Flows for the nine month periods ended September
30, 1997 and 1996. Results of operations for these periods are not necessarily
indicative of results to be expected for the full year.
The Partnership owns the cable television systems serving the communities
of Owatonna and Glencoe, Minnesota (the "Owatonna/Glencoe System"). The
Partnership sold its Milwaukie, Oregon cable television system (the "Milwaukie
System") in March 1997. (See Note 3.)
(2) Jones Intercable, Inc. (the "General Partner"), a publicly held Colorado
corporation, manages the Partnership and receives 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. Management fees for the
three and nine month periods ended September 30, 1997 were $39,938 and $139,175,
respectively, compared to $62,885 and $184,828, respectively, for the similar
1996 periods.
The Partnership 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 Partnership. Such services, and their related costs, are necessary to the
operations of the Partnership and would have been incurred by the Partnership 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
Partnership managed. Remaining expenses are allocated based on the pro rata
relationship of the Partnership'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 used in allocating overhead and administrative expenses is
reasonable. Amounts allocated to the Partnership by the General Partner for
allocated overhead and administrative expenses for the three and nine month
periods ended September 30, 1997 were $47,582 and $191,985, respectively,
compared to $78,973 and $250,367, respectively, for the similar 1996 periods.
(3) On March 11, 1997, the Partnership sold its Milwaukie System to an
unaffiliated party for a sales price of $8,200,000. From the sale proceeds, the
Partnership repaid $3,200,000 of the amount outstanding under its credit
facility, paid a brokerage fee of 2.5 percent of the sales price, or $205,000,
to The Jones Group, Ltd., a subsidiary of the General Partner, for acting as a
broker in this transaction, and then made a distribution of $4,505,000 to the
Partnership's limited partners. This distribution gave the Partnership's limited
partners an approximate return of $530 for each $1,000 invested in the
Partnership. This distribution, together with all prior distributions, has given
the Partnership's limited partners a return of approximately $1,512 for each
$1,000 invested in the Partnership. Because the distributions made on the sale
of the Milwaukie System together with all prior distributions made by the
Partnership do not total the amounts originally contributed to the Partnership
by the limited partners plus the liquidation preference as set forth in the
partnership agreement, the General Partner did not receive any general partner
distribution on the sale of the Milwaukie System. Because the sale of the
Milwaukie System did not represent the sale of all or substantially all of the
assets of the Partnership, no vote of the limited partners of the Partnership
was required to approve the sale. The Partnership continues to own and operate
its Owatonna/Glencoe System.
6
The pro forma effect of the sale of the Milwaukie System on the results
of the Partnership's operations for the nine month periods ended September 30,
1997 and 1996, assuming the transaction had occurred at the beginning of the
year, is presented in the following unaudited tabulation:
For the Nine Month Period Ended September 30, 1997
--------------------------------------------------
Pro Forma
As Reported Adjustments Pro Forma
----------- ------------ -----------
Revenues $2,783,498 $ (411,906) $2,371,592
========== =========== ==========
Operating Income $ 184,315 $ 3,633 $ 187,948
========== =========== ==========
Net Income (Loss) $6,485,591 $(6,560,907) $ (75,316)
========== =========== ==========
For the Nine Month Period Ended September 30, 1996
--------------------------------------------------
Pro Forma
As Reported Adjustments Pro Forma
----------- ----------- -----------
Revenues $3,696,552 $(1,494,171) $2,202,381
========== =========== ==========
Operating Income $ 348,626 $ (210,688) $ 137,938
========== =========== ==========
Net Income (Loss) $ 87,786 $ (208,295) $ (120,509)
========== =========== ==========
(4) Certain prior year amounts were reclassified to conform to the 1997
presentation.
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JONES CABLE INCOME FUND 1-A, LTD.
---------------------------------
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
FINANCIAL CONDITION
- -------------------
It is the General Partner's publicly announced policy that it intends to
liquidate its managed limited partnerships, including the Partnership, as
opportunities for sales of partnership cable television systems arise in the
marketplace over the next several years. In accordance with the General
Partner's policy, the Owatonna/Glencoe System is being marketed for sale. There
is no assurance as to the timing or terms of any sale.
On March 11, 1997, the Partnership sold its Milwaukie System to an
unaffiliated party for a sales price of $8,200,000. From the sale proceeds, the
Partnership repaid $3,200,000 of the amount outstanding under its credit
facility, paid a brokerage fee of 2.5 percent of the sales price, or $205,000,
to The Jones Group, Ltd., a subsidiary of the General Partner, for acting as a
broker in this transaction, and then made a distribution of $4,505,000 to the
Partnership's limited partners. This distribution gave the Partnership's
limited partners an approximate return of $530 for each $1,000 invested in the
Partnership. This distribution, together with all prior distributions, has
given the Partnership's limited partners a return of approximately $1,512 for
each $1,000 invested in the Partnership. Because the distributions made on the
sale of the Milwaukie System together with all prior distributions made by the
Partnership do not total the amounts originally contributed to the Partnership
by the limited partners plus the liquidation preference as set forth in the
partnership agreement, the General Partner did not receive any general partner
distribution on the sale of the Milwaukie System. Because the sale of the
Milwaukie System did not represent the sale of all or substantially all of the
assets of the Partnership, no vote of the limited partners of the Partnership
was required to approve the sale. The Partnership continues to own and operate
its Owatonna/Glencoe System.
During the first nine months of 1997, the Partnership expended
approximately $387,500 for capital improvements. Approximately 33 percent of
these expenditures related to service drops to subscribers' homes, approximately
20 percent related to the purchase of converters for the Partnership's systems
and approximately 8 percent related to the construction of new cable plant
associated with new homes passed. The remaining expenditures were used to
maintain the value of the Partnership's systems. Funding for these expenditures
was provided by cash generated from operations and borrowings under the
Partnership's credit facility. Anticipated capital expenditures for the
remainder of 1997 are approximately $63,400. Of these expenditures,
approximately 63 percent relates to service drops to subscribers' homes and
approximately 17 percent relates to the construction of new cable plant
associated with new homes passed. The remainder of the anticipated expenditures
is necessary to maintain the value of the Partnership's Owatonna/Glencoe System
until it is sold. Funding for these expenditures is expected to be provided by
cash generated from operations and, if necessary, borrowings under the
Partnership's new revolving credit facility.
As a result of the sale of the Milwaukie System on March 11, 1997, the
Partnership repaid $3,200,000 of the then-outstanding balance of its $6,500,000
revolving credit facility, and the commitment amount was reduced to $3,300,000.
The revolving credit period expires December 31, 1997, at which time the
outstanding balance converts to a term loan, with quarterly installments due
beginning March 31, 1998 and a final maturity of December 31, 2003. The balance
outstanding on the Partnership's credit facility at September 30, 1997 was
$2,700,000, leaving $600,000 available during the fourth quarter of 1997.
Interest on outstanding principal amounts on the credit facility is computed at
the Partnership's option of the London Interbank Offered Rate plus 1-1/4 percent
or the Prime Rate plus 1/4 percent. The effective interest rates on amounts
outstanding as of September 30, 1997 and 1996 were 7.16 percent and 6.84
percent, respectively.
A primary objective of the Partnership is to provide quarterly cash
distributions from operating cash flow to its partners. In addition to the
distribution of the net sale proceeds from the Milwaukie System, the Partnership
declared cash flow distributions totaling $200,000, $200,000 and $75,000,
respectively, to its limited partners during the first three quarters of 1997.
The General Partner has agreed to defer its portion of cash distributions until
the Partnership is liquidated. Future distributions will be announced on a
quarter-by-quarter basis and no determination has been made regarding any
specific level of future distributions. The payment of quarterly operating cash
flow distributions reduces the financial flexibility of the Partnership.
8
The General Partner believes that cash flow from operations and available
borrowings under the Partnership's credit facility will be sufficient to fund
capital expenditures and other liquidity needs of the Partnership's
Owatonna/Glencoe System.
RESULTS OF OPERATIONS
- ---------------------
Revenues of the Partnership decreased $458,939, or approximately 36
percent, to $798,755 for the three months ended September 30, 1997 from
$1,257,694 for the similar period in 1997. For the nine month periods ended
September 30, 1997 and 1996, revenues decreased $913,054, or approximately 25
percent, to $2,783,498 at September 30, 1997 from $3,696,552 for the similar
period in 1996. These decreases were a result of the sale of the Milwaukie
System. Disregarding the effect of the sale of the Milwaukie System, revenues
would have increased $50,388, or approximately 7 percent, to $798,755 for the
three month period ended September 30, 1997 from $748,367 for the similar period
in 1996. For the nine month period ended September 30, 1997, revenues would
have increased $169,211, or approximately 8 percent, to $2,371,592 from
$2,202,381 for the similar period in 1996. The increases in revenues were
primarily the result of basic service rate increases and an increase in the
number of basic subscribers. Basic service rate increases accounted for
approximately 47 percent and 45 percent, respectively, of the increase in
revenues for the three and nine month periods ended September 30, 1997. An
increase in the number of basic subscribers accounted for approximately 33
percent and 27 percent, respectively, of the increase in revenues for the three
and nine month periods ended September 30, 1997. The number of basic
subscribers in the Partnership's Owatonna/Glencoe System increased by 267, or
approximately 3 percent, to 8,472 at September 30, 1997 from 8,205 at September
30, 1996. No other individual factor contributed significantly to the increase
in revenues.
Operating expenses consist primarily of costs associated with the operation
and administration of the Partnership'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 $289,985, or approximately 38 percent, to
$470,828 for the three month period ended September 30, 1997 from $760,813 for
the similar 1996 period. Operating expenses decreased $542,206, or
approximately 24 percent, to $1,754,095 for the nine month period ended
September 30, 1997 from $2,296,301 for the similar 1996 period. These decreases
were primarily due to the sale of the Milwaukie System. Disregarding the effect
of the sale of the Milwaukie System, operating expenses would have increased
$25,024, or approximately 6 percent, to $470,828 for the three month period
ended September 30, 1997 from $445,804 for the comparable period in 1996. For
the nine month period ended September 30, 1997, operating expenses would have
increased $29,808, or approximately 2 percent, to $1,419,863 from $1,390,055 in
1996. Operating expenses represented 59 percent and 60 percent of revenue for
the three month periods ended September 30, 1997 and 1996, respectively, and
represented 60 percent and 63 percent for the nine month periods ended September
30, 1997 and 1996, respectively. The increases in operating expenses for the
three and nine month periods were primarily a result of increases in programming
costs. No other individual factor contributed significantly to the increases 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
$168,954, or approximately 34 percent, to $327,927 for the three months ended
September 30, 1997 from $496,881 for the similar 1996 period. Operating cash
flow decreased $370,848, or approximately 26 percent, to $1,029,403 for the nine
months ended September 30, 1997 from $1,400,251 for the similar 1996 period.
These decreases were the result of the sale of the Milwaukie System.
Disregarding the effect of the sale of the Milwaukie System, operating cash flow
would have increased $25,364, or approximately 8 percent, to $327,927 for the
three month period ended September 30, 1997 from $302,563 for the comparable
1996 period. For the nine month period ended September 30, 1997, operating cash
flow would have increased $139,403, or approximately 17 percent, to $951,729
from $812,326 in 1996. These increases were due to the increases in revenues
exceeding the increases in operating expenses.
Management fees and allocated overhead from the General Partner decreased
$54,338, or approximately 38 percent, to $87,520 for the three month period
ended September 30, 1997 from $141,858 for the similar 1996 period. Management
fees and allocated overhead from the General Partner decreased $104,035, or
approximately 24 percent, to $331,160 for the nine months ended September 30,
1997 from $435,195 for the similar 1996 period. These decreases were the result
of the sale of the Milwaukie System. Disregarding the effect of the sale of the
Milwaukie System,
9
management fees and allocated overhead from the General Partner would have
increased $979, or approximately 1 percent, to $87,520 for the three month
period ended September 30, 1997 from $86,541 for the comparable 1996 period. For
the nine month period ended September 30, 1997, management fees and allocated
overhead from the General Partner would have increased $19,136, or approximately
7 percent, to $281,584 in 1997 from $262,448 in 1996. These increases were
primarily due to the increases 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 $51,874, or approximately
25 percent, to $154,126 for the three months ended September 30, 1997 from
$206,000 for the similar 1996 period. Depreciation and amortization expense
decreased $87,502, or approximately 14 percent, to $528,928 for the nine months
ended September 30, 1997 from $616,430 for the similar 1996 period. These
decreases were the result of the sale of the Milwaukie System. Disregarding the
effect of the sale of the Milwaukie System, depreciation and amortization would
have increased $16,021, or approximately 12 percent, to $154,126 for the three
month period ended September 30, 1997 from $138,105 in 1996. For the nine month
period ended September 30, 1997, depreciation and amortization would have
increased $70,257, or approximately 17 percent, to $482,197 in 1997 from
$411,940 in 1996. These increases were due to capital additions in 1997.
Operating income decreased $62,742, or approximately 42 percent, to $86,281
for the three months ended September 30, 1997 from $149,023 for the similar 1996
period. Operating income decreased $179,311, or approximately 51 percent, to
$169,315 for the nine months ended September 30, 1997 from $348,626 for the
similar 1996 period. These decreases were the result of the sale of the
Milwaukie System. Disregarding the effect of the sale of the Milwaukie System,
operating income increased $8,364, or approximately 11 percent, to $86,281 for
the three month period ended September 30, 1997 from $77,917 in 1996. For the
nine month period ended September 30, 1997, operating income would have
increased $50,010, or approximately 36 percent, to $187,948 in 1997 from
$137,938 in 1996. These increases were primarily due to the increases in
operating cash flow exceeding the increases in depreciation and amortization
expense.
Interest expense decreased $41,314, or approximately 46 percent, to $47,578
for the three months ended September 30, 1997 from $88,892 for the similar 1996
period. Interest expense decreased $94,574, or approximately 36 percent, to
$166,272 for the nine month period ended September 30, 1997 from $260,846 for
the similar 1996 period. These decreases were primarily due to lower
outstanding balances on the Partnership's interest bearing obligations as a
result of the portion of the proceeds from the sale of the Milwaukie System
being used to repay $3,200,000 of the outstanding loan principal balance.
The Partnership reported a net loss of $100,577 for the three months ended
September 30, 1997 compared to net income of $61,691 for the comparable 1996
period. This change was a result of the factors discussed above. Net income
increased $6,397,805 to $6,485,591 for the nine month period ended September 30,
1997 from $87,786 in 1996. This increase was primarily the result of the gain
on the sale of the Milwaukie System.
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
None
11
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-A, LTD.
BY: JONES INTERCABLE, INC.
General Partner
By: /S/ Kevin P. Coyle
-------------------------------------
Kevin P. Coyle
Group Vice President/Finance
(Principal Financial Officer)
Dated: November 14, 1997
12