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 (FEE REQUIRED) For the fiscal year ended December 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from ________ to ________ Commission file number: 0-16183 IDS/JONES GROWTH PARTNERS 87-A, LTD. ------------------------------------ (Exact name of registrant as specified in its charter) Colorado 84-1060544 -------- ---------- State of Organization (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) 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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No --- --- State the aggregate market value of the voting stock held by non-affiliates of the registrant: N/A Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K ((s)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. x --- DOCUMENTS INCORPORATED BY REFERENCE: None Certain information contained in this Form 10-K 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 Form 10-K Report that address activities, events or developments that the Partnership or the Managing 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 a number of risks and uncertainties. Actual events or results may differ materially from those discussed in the forward- looking statements as a result of various factors. PART I. ------- ITEM 1. BUSINESS ----------------- THE PARTNERSHIP. IDS/Jones Growth Partners 87-A, Ltd. (the "Partnership") is a Colorado limited partnership that was formed to acquire, own and operate cable television systems in the United States. Jones Cable Corporation, a Colorado corporation, is the managing general partner (the "Managing General Partner") and IDS Cable Corporation, a Minnesota corporation, is the supervising general partner (the "Supervising General Partner") of the Partnership. The Managing General Partner is a wholly owned subsidiary of Jones Intercable, Inc. ("Intercable"), which is also a Colorado corporation and one of the largest cable television system operators in the nation. The Supervising General Partner is a wholly owned subsidiary of IDS Management Corporation, a Minnesota corporation, which in turn is a wholly owned subsidiary of American Express Financial Corporation, a Delaware corporation. The Partnership was formed for the purpose of acquiring and operating cable television systems. The Partnership originally owned two cable television systems. In February 1996, the Partnership sold its cable television system serving areas in and around Carmel, Indiana (the "Carmel System"). The Partnership currently owns the cable television system serving the areas in and around the City of Roseville and neighboring portions of unincorporated Placer County, all in the State of California (the "Roseville System"). On October 14, 1996, the Partnership entered into an asset purchase agreement pursuant to which it agreed to sell the Roseville System to an unaffiliated party. The sale was approved by the holders of a majority of the limited partnership interests in the Partnership. Closing of the sale was subject to a number of material closing conditions, one of which was never satisfied. Because the prospective purchaser is affiliated with the company that provides telephone services in the geographical area in which the Roseville System provides cable television services, a waiver from the Federal Communications Commission (the "FCC") of Section 652 of the Telecommunications Act of 1996, which prohibits the acquisition by a telephone company and its affiliates of cable systems in the telephone company's service area, was necessary to permit the prospective purchaser to consummate its purchase of the Roseville System. The prospective purchaser, with the support and assistance of Intercable, actively sought this waiver from the FCC but in February 1998 the FCC denied the request for the waiver. As a result of the FCC's denial of the waiver, the asset purchase agreement between the Partnership and the prospective purchaser was terminated in February 1998. Intercable thus will now seek new opportunities to sell the Roseville System, but there is no assurance as to the timing or terms of any sale. The sale of the Roseville System will be subject to the approval of the Supervising General Partner and another vote of the limited partners of the Partnership. CABLE TELEVISION SERVICES. The Roseville System offers to its subscribers various types of programming, which include basic service, tier service, premium service, pay-per-view programs and packages including several of these services at combined rates. Basic cable television service usually consists of signals of all national television networks broadcast by their local affiliates, various independent and educational television stations (both VHF and UHF) and certain signals received from satellites. Basic service also usually includes programs originated locally by the system, which may consist of music, news, weather reports, stock market and financial information and live or videotaped 2 programs of a public service or entertainment nature. FM radio signals are also frequently distributed to subscribers as part of the basic service. The Roseville System offers tier services on an optional basis to its subscribers. A tier generally includes most of the cable networks such as Entertainment and Sports Programming Network (ESPN), Cable News Network (CNN), Turner Network Television (TNT), Family Channel, Discovery and others, and the cable television operators buy tier programming from these networks. The Roseville System also offers a package that includes the basic service channels and the tier services. The Roseville System also offers premium services to subscribers, which consist of feature films, sporting events and other special features that are presented without commercial interruption. The cable television operators buy premium programming from suppliers such as HBO, Showtime, Cinemax, Encore and others at a cost based on the number of subscribers served by the cable operator. The per service cost of premium service programming usually is significantly more expensive than the basic service or tier service programming, and consequently cable operators price premium service separately when sold to subscribers. The Roseville System also offers to subscribers pay-per-view programming. Pay-per-view is a service that allows subscribers to receive single programs, frequently consisting of motion pictures that have recently completed their theatrical exhibitions and major sporting events, and to pay for such service on a program-by-program basis. REVENUES. Monthly service fees for basic, tier and premium services constitute the major source of revenue for the Roseville System. At December 31, 1997, the Roseville System's monthly basic service rate was $8.85, monthly basic and tier ("basic plus") service rate was $17.10 and monthly premium services ranged from $4.95 to $10.25 per premium service. In addition, the Partnership earns revenues from the Roseville System's pay-per-view programs and advertising fees. Related charges may include a nonrecurring installation fee that ranges from $5.00 to $42.00; however, from time to time the Roseville System has followed the common industry practice of reducing or waiving the installation fee during promotional periods. Commercial subscribers such as hotels, motels and hospitals are charged a nonrecurring connection fee that usually covers the cost of installation. Except under the terms of certain contracts with commercial subscribers and residential apartment and condominium complexes, the subscribers are free to discontinue the service at any time without penalty. For the year ended December 31, 1997, of the total fees received by the Roseville System, basic service and tier service fees accounted for approximately 71 percent of total revenues, premium service fees accounted for approximately 13 percent of total revenues, pay-per-view fees were approximately 2 percent of total revenues, advertising fees were approximately 8 percent of total revenues and the remaining 6 percent of total revenues came principally from equipment rentals, installation fees and program guide sales. The Partnership is dependent upon the timely receipt of service fees to provide for maintenance and replacement of plant and equipment, current operating expenses and other costs of the Roseville System. FRANCHISES. The Roseville System is constructed and operated under non-exclusive, fixed-term franchises or other types of operating authorities (referred to collectively herein as "franchises") granted by local governmental authorities. The Roseville System's franchises require that franchise fees generally based on gross revenues of the cable system be paid to the governmental authority that granted the franchise, that certain channels be dedicated to municipal use, that municipal facilities, hospitals and schools be provided cable service free of charge and that any new cable plant be substantially constructed within specific periods. The Partnership holds 2 franchises relating to the Roseville System. The 1984 Cable Act prohibits franchising authorities from imposing annual franchise fees in excess of 5 percent of gross revenues and also permits the cable television system operator to seek renegotiation and modification of franchise requirements if warranted by changed circumstances. The Partnership has never had a franchise revoked. The Partnership does not have any franchises that will expire prior to December 31, 1998. 3 COMPETITION. Cable television systems currently experience competition from several sources. Broadcast Television. Cable television systems have traditionally --------------------- competed with broadcast television, which consists of television signals that the viewer is able to receive directly on his television without charge using an "off-air" antenna. The extent of such competition is dependent in part upon the quality and quantity of signals available by such antenna reception as compared to the services provided by the local cable system. Accordingly, it has generally been less difficult for cable operators to obtain higher penetration rates in rural areas where signals available off-air are limited, than in metropolitan areas where numerous, high quality off-air signals are often available without the aid of cable television systems. Traditional Overbuild. Cable television franchises are not exclusive, --------------------- so that more than one cable television system may be built in the same area (known as an "overbuild"), with potential loss of revenues to the operator of the original cable television system. The General Partner has experienced overbuilds in connection with certain systems that it has owned or managed for limited partnerships, and currently there are overbuilds in certain of the systems owned or managed by Intercable, but not in the Roseville System. Constructing and developing a cable television system is a capital intensive process, and it is often difficult for a new cable system operator to create a marketing edge over the existing system. Generally, an overbuilder would be required to obtain franchises from the local governmental authorities, although in some instances, the overbuilder could be the local government itself. In any case, an overbuilder would be required to obtain programming contracts from entertainment programmers and, in most cases, would have to build a complete cable system, including headends, trunk lines and drops to individual subscribers homes, throughout the franchise areas. DBS. High-powered direct-to-home satellites have made possible the --- wide-scale delivery of programming to individuals throughout the United States using small roof-top or wall-mounted antennas. Several companies began offering direct broadcast satellite ("DBS") service over the last few years. Companies offering DBS service use video compression technology to increase channel capacity of their systems to 100 or more channels and to provide packages of movies, satellite network and other program services which are competitive to those of cable television systems. DBS faces technical and legal obstacles to offering its customers local broadcast programming, although at least one DBS provider is now attempting to do so. In addition to emerging high-powered DBS competition, cable television systems face competition from a major medium- powered satellite distribution provider and several low-powered providers, whose service requires use of much larger home satellite dishes. Not all subscribers terminate cable television service upon acquiring a DBS system. The Managing General Partner has observed that there are DBS subscribers that also elect to subscribe to cable television service in order to obtain the greatest variety of programming on multiple television sets, including local programming not available through DBS service. The ability of DBS service providers to compete successfully with the cable television industry will depend on, among other factors, the ability of DBS providers to overcome certain legal and technical hurdles and the availability of equipment at reasonable prices. Telephone and Utilities. Federal cross-ownership restrictions ----------------------- historically limited entry by local telephone companies into the cable television business. The 1996 Telecommunications Act (the "1996 Telecom Act") eliminated this cross-ownership restriction, making it possible for companies with considerable resources to overbuild existing cable operators and enter the business. Several telephone companies have begun seeking cable television franchises from local governmental authorities and constructing cable television systems. Intercable cannot predict at this time the extent of telephone company competition that will emerge. The entry of telephone companies as direct competitors, however, is likely to continue over the next several years and could adversely affect the profitability and market value of cable television systems. The entry of electric utility companies into the cable television business, as now authorized by the 1996 Telecom Act, could have a similar adverse effect. The local electric utility in the Washington D.C. area recently announced plans to participate in a planned video competitor. Private Cable. Additional competition is provided by private cable ------------- television systems, known as Satellite Master Antenna Television (SMATV), serving multi-unit dwellings such as condominiums, apartment complexes, 4 and private residential communities. These private cable systems may enter into exclusive agreements with apartment owners and homeowners associations, which may preclude operators of franchised systems from serving residents of such private complexes. Private cable systems that do not cross public rights of way are free from the federal, state and local regulatory requirements imposed on franchised cable television operators. In some cases, the Partnership has been unable to provide cable television service to buildings in which private operators have secured exclusive contracts to provide video and telephony services. The Partnership is interested in providing these same services, but expects that the market to install and provide these services in multi-unit buildings will continue to be highly competitive. MMDS. Cable television systems also compete with wireless program ---- distribution services such as multichannel, multipoint distribution service ("MMDS") systems, commonly called wireless cable, which are licensed to serve specific areas. MMDS uses low-power microwave frequencies to transmit television programming over-the-air to paying subscribers. The MMDS industry is less capital intensive than the cable television industry, and it is therefore more practical to construct MMDS systems in areas of lower subscriber penetration. Wireless cable systems are now in direct competition with cable television systems in several areas of the country, including the system in Pima County, Arizona owned by Intercable. Telephone companies have acquired or invested in wireless companies, and may use MMDS systems to provide services within their service areas in lieu of wired delivery systems. Enthusiasm for MMDS has waned in recent months, however, as Bell Atlantic and NYNEX have suspended their investment in two major MMDS companies. To date, the Partnership has not lost a significant number of subscribers, nor a significant amount of revenue, to MMDS operators competing with the Roseville System. A series of actions taken by the FCC, however, including reallocating certain frequencies to the wireless services, are intended to facilitate the development of wireless cable television systems as an alternative means of distributing video programming. In addition, Local Multipoint Distribution Services ("LMDS"), could also pose a significant threat to the cable television industry, if and when it becomes established. The potential impact, however, of LMDS is difficult to assess due to the newness of the technology and the absence of any current fully operational LMDS systems. Cable television systems are also in competition, in various degrees with other communications and entertainment media, including motion pictures and home video cassette recorders. REGULATION AND LEGISLATION - -------------------------- The operation of cable television systems is extensively regulated by the FCC, some state governments and most local governments. The new 1996 Telecom Act alters the regulatory structure governing the nation's telecommunications providers. It removes barriers to competition in both the cable television market and the local telephone market. Among other things, it also reduces the scope of cable rate regulation. The 1996 Telecom Act requires the FCC to undertake a host of implementing rulemakings, the final outcome of which cannot yet be determined. Moreover, Congress and the FCC have frequently revisited the subject of cable regulation. Future legislative and regulatory changes could adversely affect the Partnership's operations and there has been a recent increase in calls to maintain or even tighten cable regulation in the absence of widespread effective competition. This section briefly summarizes key laws and regulations affecting the operation of the Partnership's Roseville System and does not purport to describe all present, proposed, or possible laws and regulations affecting the Partnership. Cable Rate Regulation. The 1992 Cable Act imposed an extensive rate --------------------- regulation regime on the cable television industry. Under that regime, all cable systems are subject to rate regulation, unless they face "effective competition" in their local franchise area. Federal law now defines "effective competition" on a community-specific basis as requiring either low penetration (less than 30 percent) by the incumbent cable operator, appreciable penetration (more than 15 percent) by competing multichannel video providers ("MVPs"), or the presence of a competing MVP affiliated with a local telephone company. Although the FCC rules control, local government units (commonly referred to as local franchising authorities or "LFAs") are primarily responsible for administering the regulation of the lowest level of cable -- the 5 basic service tier ("BST"), which typically contains local broadcast stations and public, educational, and government ("PEG") access channels. Before an LFA begins BST rate regulation, it must certify to the FCC that it will follow applicable federal rules, and many LFAs have voluntarily declined to exercise this authority. LFAs also have primary responsibility for regulating cable equipment rates. Under federal law, charges for various types of cable equipment must be unbundled from each other and from monthly charges for programming services. The 1996 Telecom Act allows operators to aggregate costs for broad categories of equipment across geographic and functional lines. This change should facilitate the introduction of new technology. The FCC itself directly administers rate regulation of any cable programming service tiers ("CPST"), which typically contain satellite-delivered programming. Under the 1996 Telecom Act, the FCC can regulate CPST rates only if an LFA first receives at least two rate complaints from local subscribers and then files a formal complaint with the FCC. When new CPST rate complaints are filed, the FCC now considers only whether the incremental increase is justified and will not reduce the previously established CPST rate. Under the FCC's rate regulations, most cable systems were required to reduce their BST and CPST rates in 1993 and 1994, and have since had their rate increases governed by a complicated price cap scheme that allows for the recovery of inflation and certain increased costs, as well as providing some incentive for expanding channel carriage. The FCC has modified its rate adjustment regulations to allow for annual rate increases and to minimize previous problems associated with regulatory lag. Operators also have the opportunity of bypassing this "benchmark" regulatory scheme in favor of traditional "cost-of-service" regulation in cases where the latter methodology appears favorable. Premium cable services offered on a per-channel or per- program basis remain unregulated, as do affirmatively marketed packages consisting entirely of new programming product. Federal law requires that the BST be offered to all cable subscribers, but limits the ability of operators to require purchase of any CPST before purchasing premium services offered on a per-channel or per-program basis. The 1996 Telecom Act sunsets FCC regulation of CPST rates for all systems (regardless of size) on March 31, 1999. Certain critics of the cable television industry have called for a delay in the regulatory sunset and some have even urged more rigorous rate regulation in the interim, including a limit on operators passing through to their customers increased programming costs. The 1996 Telecom Act also relaxes existing uniform rate requirements by specifying that uniform rate requirements do not apply where the operator faces "effective competition," and by exempting bulk discounts to multiple dwelling units, although complaints about predatory pricing still may be made to the FCC. Cable Entry Into Telecommunications. The 1996 Telecom Act provides ----------------------------------- that no state or local laws or regulations may prohibit or have the effect of prohibiting any entity from providing any interstate or intrastate telecommunications service. States are authorized, however, to impose "competitively neutral" requirements regarding universal service, public safety and welfare, service quality, and consumer protection. State and local governments also retain their authority to manage the public rights-of-way and may require reasonable, competitively neutral compensation for management of the public rights-of-way when cable operators provide telecommunications service. The favorable pole attachment rates afforded cable operators under federal law can be gradually increased by utility companies owning the poles (beginning in 2001) if the operator provides telecommunications service, as well as cable service, over its plant. Cable entry into telecommunications will be affected by the regulatory landscape now being fashioned by the FCC and state regulators. One critical component of the 1996 Telecom Act to facilitate the entry of new telecommunications providers (including cable operators) is the interconnection obligation imposed on all telecommunications carriers. In July 1997, the Eighth Circuit Court of Appeals vacated certain aspects of the FCC's initial interconnection order. That decision is now on appeal to the Supreme Court. Telephone Company Entry Into Cable Television. The 1996 Telecom Act --------------------------------------------- allows telephone companies to compete directly with cable operators by repealing the historic telephone company/cable cross-ownership ban. Local exchange carriers ("LECs"), including the BOCs, can now compete with cable operators both inside and outside their telephone service areas. Because of their resources, LECs could be formidable competitors to 6 traditional cable operators, and certain LECs have begun offering cable service. As described above, Intercable is now witnessing the beginning of LEC competition in a few of its cable communities. Under the 1996 Telecom Act, an LEC providing video programming to subscribers will be regulated as a traditional cable operator (subject to local franchising and federal regulatory requirements), unless the LEC elects to provide its programming via an "open video system" ("OVS"). To qualify for OVS status, the LEC must reserve two-thirds of the system's activated channels for unaffiliated entities. RCN and affiliates of local power companies recently have been certified to provide OVS service in areas encompassing Intercable's cable systems in suburban Maryland and Virginia. This OVS potential competition is not yet operational. Although LECs and cable operators can now expand their offerings across traditional service boundaries, the general prohibition remains on LEC buyouts (i.e., any ownership interest exceeding 10 percent) of co-located cable systems, cable operator buyouts of co-located LEC systems, and joint ventures between cable operators and LECs in the same market. The 1996 Telecom Act provides a few limited exceptions to this buyout prohibition, including a carefully circumscribed "rural exemption." The 1996 Telecom Act also provides the FCC with the limited authority to grant waivers of the buyout prohibition (subject to LFA approval). Electric Utility Entry Into Telecommunications/Cable Television. The --------------------------------------------------------------- 1996 Telecom Act provides that registered utility holding companies and subsidiaries may provide telecommunications services (including cable television) notwithstanding the Public Utilities Holding Company Act. Electric utilities must establish separate subsidiaries, known as "exempt telecommunications companies" and must apply to the FCC for operating authority. Again, because of their resources, electric utilities could be formidable competitors to traditional cable systems. Additional Ownership Restrictions. The 1996 Telecom Act eliminates --------------------------------- statutory restrictions on broadcast/cable cross-ownership (including broadcast network/cable restrictions), but leaves in place existing FCC regulations prohibiting local cross-ownership between co-located television stations and cable systems. The 1996 Telecom Act also eliminates the three year holding period required under the 1992 Cable Act's "anti-trafficking" provision. The 1996 Telecom Act leaves in place existing restrictions on cable cross-ownership with SMATV and MMDS facilities, but lifts those restrictions where the cable operator is subject to effective competition. In January 1995, however, the FCC adopted regulations which permit cable operators to own and operate SMATV systems within their franchise area, provided that such operation is consistent with local cable franchise requirements. Pursuant to the 1992 Cable Act, the FCC adopted rules precluding a cable system from devoting more than 40 percent of its activated channel capacity to the carriage of affiliated national program services. A companion rule establishing a nationwide ownership cap on any cable operator equal to 30 percent of all domestic cable subscribers has been stayed pending further judicial review, although the FCC recently expressed an interest in reviewing and reimposing this limit. There are no federal restrictions on non-U.S. entities having an ownership interest in cable television systems or the FCC licenses commonly employed by such systems. Section 310(b)(4) of the Communications Act does, however, prohibit foreign ownership of FCC broadcast and telephone licenses, unless the FCC concludes that such foreign ownership is consistent with the public interest. The investment by BCI Telecom Holding Inc. ("BCI") in the General Partner could, therefore, adversely affect any plan to acquire FCC broadcast or common carrier licenses. The Partnership, however, does not currently plan to acquire such licenses. Must Carry/Retransmission Consent. The 1992 Cable Act contains --------------------------------- broadcast signal carriage requirements that allow local commercial television broadcast stations to elect once every three years between requiring a cable system to carry the station ("must carry") or negotiating for payments for granting permission to the cable operator to carry the station ("retransmission consent"). Less popular stations typically elect "must carry," and more popular stations typically elect "retransmission consent." Must carry requests can dilute the appeal of a cable system's programming offerings, and retransmission consent demands may require substantial payments or other concessions. Either option has a potentially adverse affect on the Partnership's business. 7 Additionally, cable systems are required to obtain retransmission consent for all "distant" commercial television stations (except for satellite-delivered independent "superstations" such as WGN). The burden associated with "must carry" may increase substantially if broadcasters proceed with planned conversion to digital transmission and the FCC determines that cable systems must carry all analogue and digital broadcasts in their entirety. Access Channels. LFAs can include franchise provisions requiring --------------- cable operators to set aside certain channels for public, educational and governmental access programming. Federal law also requires cable systems to designate a portion of their channel capacity (up to 15 percent in some cases) for commercial leased access by unaffiliated third parties. The FCC has adopted rules regulating the terms, conditions and maximum rates a cable operator may charge for use of the designated channel capacity, but use of commercial leased access channels has been relatively limited. The FCC released revised rules in February 1997 mandating a modest rate reduction. The reduction sparked some increase in part-time use, but did not make commercial leased access substantially more attractive to third party programmers. Certain of those programmers have now appealed the revised rules to the D.C. Court of Appeals. Should the courts and the FCC ultimately determine that an additional reduction in access rates is required, cable operators could lose programming control of a substantial number of cable channels. Access to Programming. To spur the development of independent cable --------------------- programmers and competition to incumbent cable operators, the 1992 Cable Act imposed restrictions on the dealings between cable operators and cable programmers. Of special significance from a competitive business posture, the 1992 Cable Act precludes video programmers affiliated with cable companies from favoring cable operators over competitors and requires such programmers to sell their programming to other multichannel video distributors. This provision limits the ability of vertically integrated cable programmers to offer exclusive programming arrangements to cable companies. Recently there has been increased interest in further restricting the marketing practices of cable programmers, including subjecting programmers who are not affiliated with cable operators to all of the existing program access requirements.. Inside Wiring. The FCC recently determined that an incumbent cable ------------- operator can be required by the owner of a multiple dwelling unit ("MDU") complex to remove, abandon or sell the "home run" wiring it initially provided. In addition, the FCC is reviewing the enforceability of contracts to provide exclusive video service within a MDU complex. The FCC has proposed abrogating all such contracts held by incumbent cable operators, but allowing such contracts when held by new entrants. These changes, and others now being considered by the FCC, would, if implemented, make it easier for a MDU complex owner to terminate service from an incumbent cable operator in favor of a new entrant and leave the already competitive MDU sector even more challenging for incumbent cable operators. Other FCC Regulations. In addition to the FCC regulations noted --------------------- above, there are other FCC regulations covering such areas as equal employment opportunity, subscriber privacy, programming practices (including, among other things, syndicated program exclusivity, network program nonduplication, local sports blackouts, indecent programming, lottery programming, political programming, sponsorship identification, and children's programming advertisements), registration of cable systems and facilities licensing, maintenance of various records and public inspection files, frequency usage, lockbox availability, antenna structure notification, tower marking and lighting, consumer protection and customer service standards, technical standards and consumer electronics equipment compatibility. Federal requirements governing Emergency Alert Systems and Closed Captioning adopted in 1997 will impose additional costs on the operation of cable systems. The FCC is currently considering whether cable customers must be allowed to purchase cable converters from third party vendors. If the FCC concludes that such distribution is required, and does not make appropriate allowances for signal piracy concerns, it may become more difficult for cable operators to combat theft of service. The FCC has the authority to enforce its regulations through the imposition of substantial fines, the issuance of cease and desist orders and/or the imposition of other administrative sanctions, such as the revocation of FCC licenses needed to operate certain transmission facilities used in connection with cable operations. 8 Internet Access. Many cable operators have begun offering high speed --------------- internet service to its customers. At this time, there is no significant federal or local regulation of this service. However, as internet services develop, it is possible that new regulations could be imposed. Copyright. Cable television systems are subject to federal copyright --------- licensing covering carriage of television and radio broadcast signals. In exchange for filing certain reports and contributing a percentage of their revenues to a federal copyright royalty pool (that varies depending on the size of the system and the number of distant broadcast television signals carried), cable operators can obtain blanket permission to retransmit copyrighted material on broadcast signals. The possible modification or elimination of this compulsory copyright license is the subject of continuing legislative review and could adversely affect the Partnership's ability to obtain desired broadcast programming. In addition, the cable industry pays music licensing fees to BMI and is negotiating a similar arrangement with ASCAP. Copyright clearances for nonbroadcast programming services are arranged through private negotiations. State and Local Regulation. Cable television systems generally are -------------------------- operated pursuant to nonexclusive franchises granted by a municipality or other state or local government entity in order to cross public rights-of-way. Federal law now prohibits franchise authorities from granting exclusive franchises or from unreasonably refusing to award additional franchises. Cable franchises generally are granted for fixed terms and in many cases include monetary penalties for non-compliance and may be terminable if the franchisee fails to comply with material provisions. The terms and conditions of franchises vary materially from jurisdiction to jurisdiction. Each franchise generally contains provisions governing cable operations, service rates, franchise fees, system construction and maintenance obligations, system channel capacity, design and technical performance, customer service standards, and indemnification protections. A number of states subject cable television systems to the jurisdiction of centralized state governmental agencies, some of which impose regulation of a character similar to that of a public utility. Although LFAs have considerable discretion in establishing franchise terms, there are certain federal limitations. For example, LFAs cannot insist on franchise fees exceeding 5 percent of the system's gross revenues, cannot dictate the particular technology used by the system, and cannot specify video programming other than identifying broad categories of programming. Federal law contains renewal procedures designed to protect incumbent franchisees against arbitrary denials of renewal. Even if a franchise is renewed, the franchise authority may seek to impose new and more onerous requirements such as significant upgrades in facilities and services or increased franchise fees as a condition of renewal. Similarly, if a franchise authority's consent is required for the purchase or sale of a cable system or franchise, such authority may attempt to impose more burdensome or onerous franchise requirements in connection with a request for consent. Historically, franchises have been renewed for cable operators that have provided satisfactory services and have complied with the terms of their franchises. GENERAL. The Partnership's business consists of providing cable television services to a large number of customers, the loss of any one of which would have no material effect on the Partnership's business. The Roseville System has had some subscribers who later terminated the service. Terminations occur primarily because people move to another home or to another city. In other cases, people terminate on a seasonal basis or because they no longer can afford or are dissatisfied with the service. The amount of past due accounts in the Roseville System is not significant. The Partnership's policy with regard to past due accounts is basically one of disconnecting service before a past due account becomes material. The Partnership does not depend to any material extent on the availability of raw materials; it carries no significant amounts of inventory and it has no material backlog of customer orders. The Partnership does not have any employees because all properties are managed by employees of Intercable. Intercable has engaged in research and development activities relating to the provision of new services but the amount of the Partnership's funds expended for such research and development has never been material. 9 Compliance with federal, state and local provisions that have been enacted or adopted regulating the discharge of materials into the environment or otherwise relating to the protection of the environment has had no material effect upon the capital expenditures, earnings or competitive position of the Partnership. ITEM 2. PROPERTIES ------------------- The Partnership acquired the Roseville System in April 1988. The following sets forth (i) the monthly basic plus service rates charged to subscribers and (ii) the number of basic subscribers and pay units for the Roseville System. The monthly basic service rate set forth herein represents, with respect to systems with multiple headends, the basic service rate charged to the majority of the subscribers within the system. In cable television systems, basic subscribers can subscribe to more than one pay TV service. Thus, the total number of pay services subscribed to by basic subscribers are called pay units. As of December 31, 1997, the Roseville System operated cable plant passing approximately 24,100 homes, with an approximate 79 percent penetration rate. Figures for numbers of subscribers, miles of cable plant and homes passed are compiled from the Managing General Partner's records and may be subject to adjustments. At December 31, --------------------------------------------------------- Roseville System 1997 1996 1995 - ---------------- ---- ---- ---- Monthly basic plus service rate $ 25.95 $ 24.30 $ 22.95 Basic subscribers 19,187 17,878 16,470 Pay units 11,319 10,975 11,153 ITEM 3. LEGAL PROCEEDINGS -------------------------- None. 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 February 16, 1998, the number of equity security holders in the Partnership was 6,348. 10 ITEM 6. SELECTED FINANCIAL DATA - -------------------------------- For the Year Ended December 31, ------------------------------------------------------------------------ 1997 1996 1995 1994 1993 ----------- ---------------- ----------- ----------- ------------ Revenues $ 7,840,578 $ 8,571,921 $14,465,490 $13,082,094 $12,251,764 Operating Expenses 4,633,573 5,273,095 7,972,171 7,298,356 6,476,534 Management and Supervision Fees and Allocated Overhead from General Partners 931,938 1,060,130 1,848,033 1,737,106 1,590,738 Depreciation and Amortization 1,589,820 1,786,583 4,469,809 5,645,264 6,007,116 Operating Income (Loss) 685,247 452,113 175,477 (1,598,632) (1,822,624) Net Income (Loss) (478,324) 20,760,774/(a)/ (1,553,063) (2,994,486) (2,879,606) Net Income (Loss) per Limited Partnership Unit (2.88) 124.98/(a)/ (9.37) (18.06) (17.36) Weighted Average Number of Limited Partnership Units Outstanding 164,178 164,178 164,178 164,178 164,178 General Partners' Deficit (8,139) (3,356) (245,344) (229,814) (199,869) Limited Partners' Capital 1,990,816 2,464,357 11,945,571 13,483,104 16,447,645 Total Assets 12,779,845 12,727,595 36,160,374 36,683,823 39,507,610 Debt 10,000,000 9,850,000 22,981,227 21,832,052 22,208,312 Managing General Partner Advances 235,536 43,813 448,872 665,782 - (a) Net income resulted primarily from the sale of the Carmel System by IDS/Jones Growth Partners 87-A, Ltd. 11 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS - -------------------------------------------------------------------------------- OF OPERATIONS ------------- The following discussion of the financial condition and results of operations of IDS/Jones Growth Partners 87-A, Ltd. (the "Partnership") 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. The Partnership's actual results may differ significantly from the results predicted in such forward-looking statements. FINANCIAL CONDITION - ------------------- It is the publicly announced policy of Jones Intercable, Inc. ("Intercable") that it intends to liquidate its managed partnerships, including the Partnership, as opportunities for sales of partnership cable television systems arise in the marketplace. In accordance with Intercable's policy, the Partnership's cable television system serving the communities in and around Carmel, Indiana (the "Carmel System") was sold in February 1996 and the cable television system serving the communities in and around Roseville, California (the "Roseville System") is being remarketed for sale. On October 14, 1996, the Partnership entered into an asset purchase agreement pursuant to which it agreed to sell the Roseville System to an unaffiliated party. The sale was approved by the holders of a majority of the limited partnership interests in the Partnership. Closing of the sale was subject to a number of material closing conditions, one of which was never satisfied. Because the prospective purchaser was affiliated with the company that provides telephone services in the geographical area in which the Roseville System provides cable television services, a waiver from the Federal Communications Commission (the "FCC") of Section 652 of the Telecommunications Act of 1996, which prohibits the acquisition by a telephone company and its affiliates of cable systems in the telephone company's service area, was necessary to permit the prospective purchaser to consummate its purchase of the Roseville System. The prospective purchaser, with the support and assistance of Intercable, actively sought this waiver from the FCC, but in February 1998, the FCC denied the request for the waiver. As a result of the FCC's denial of the waiver, the asset purchase agreement between the Partnership and the prospective purchaser was terminated in February 1998. Intercable, thus, will now seek new opportunities to sell the Roseville System, but there is no assurance as to the timing or terms of any sale. The sale of the Roseville System will be subject to the approval of the Supervising General Partner and another vote of the limited partners of the Partnership. The Partnership expended approximately $1,470,000 in capital improvements during 1997. Of these improvements, approximately 54 percent related to plant extensions related to new homes passed. Approximately 26 percent related to service drops to homes. The remainder of the expenditures was used to maintain the value of the Roseville System. Funding for these expenditures was provided by cash generated from operations, borrowings under the Partnership's credit facility and advances from the Managing General Partner. Budgeted capital expenditures for 1998 in the Partnership's Roseville System are approximately $1,422,000. Construction of system extensions related to new homes passed will account for approximately 46 percent of these expenditures. Service drops to homes will account for approximately 33 percent of these expenditures. The remainder of the budgeted expenditures relates to various enhancements in the Partnership's Roseville System. These capital expenditures are necessary to maintain the value of the Roseville System until it is sold. Funding for these expenditures is expected to be provided by cash on hand and cash generated from operations . At December 31, 1997, the outstanding balance on the Partnership's reducing revolving credit agreement was $10,000,000, the maximum amount available. The commitment amount reduces quarterly beginning March 31, 1999 through December 31, 2003, when all outstanding amounts are due. Interest on the commitment is at the Partnership's option of the Prime Rate or the London Interbank Offered Rate plus 1-1/4 percent. The effective interest rates on amounts outstanding were 7.01 percent and 6.77 percent at December 31, 1997 and 1996, respectively. The Partnership believes that cash on hand, cash generated from operations and, if necessary and in its discretion, advances from the Managing General Partner will be sufficient to fund capital expenditures and other liquidity needs of the Partnership until the Roseville System is sold. 12 Year 2000 Issue - --------------- The Year 2000 issue is the result of many computer programs being written such that they will malfunction when reading a year of "00." This problem could cause system failure or miscalculations causing disruptions of business processes. Intercable has initiated an assessment of its computer applications to determine the extent of the problem. Based on this assessment, Intercable has determined that the majority of its computer applications supporting business processes, including accounting and billing, are designed to handle the Year 2000 appropriately. Intercable is currently focusing its efforts on the impact of the Year 2000 issue on service delivery. Intercable has established an internal team to address this issue. Intercable is identifying and testing all date-sensitive equipment involved in delivering service to the Partnership's customers. In addition, Intercable will assess its options regarding repair or replacement of affected equipment during this testing. Intercable currently has no definitive estimate of the cost or the extent of the impact, if any, this problem will have on service delivery; however, Intercable does not believe that the impact will be material. Intercable anticipates completion of its testing in 1998, at which time it will determine the financial impact on the Partnership. Intercable expects that the financial impact on the Partnership of the Year 2000 issue likely will not be material because Intercable anticipates that the Partnership will be liquidated before the year 2000. RESULTS OF OPERATIONS - --------------------- The Partnership sold its Carmel System in February 1996. The following discussion of the Partnership's results of operations, through operating income, pertains only to the results of operations of the Roseville System for all periods discussed. 1997 Compared to 1996 --------------------- Revenues of the Partnership increased $626,625, or approximately 9 percent, to $7,840,578 in 1997 from $7,213,953 in 1996. An increase in the number of basic subscribers accounted for approximately 50 percent of the increase in revenues. The Partnership added 1,309 basic subscribers in 1997, an increase of approximately 7 percent. The number of basic subscribers totaled 19,187 at December 31, 1997, compared to 17,878 at December 31, 1996. Basic service rate increases accounted for approximately 43 percent of the increase in revenues. An increase in advertising sales revenue also contributed to the increase in revenues. No other individual factor was significant 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 increased $297,736, or approximately 7 percent, to $4,633,573 in 1997 from $4,335,837 in 1996. This increase was primarily due to an increase in programming fees which was due, in part, to the increase in the subscriber base. No other individual factor contributed significantly to the increase in operating expenses. Operating expenses represented approximately 59 percent of revenues in 1997 compared to approximately 60 percent of revenues in 1996. The cable television industry generally measures the 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 increased $328,889, or approximately 11 percent, to $3,207,005 in 1997 from $2,878,116 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 increased $41,190, or approximately 5 percent, to $931,938 in 1997 from $890,748 in 1996. This increase was due to the increase in revenues, upon which such management fees and allocations are based. Depreciation and amortization expense increased $234,061, or approximately 17 percent, to $1,589,820 in 1997 from $1,355,759 in 1996. This increase was due to additions to the Partnership's depreciable asset base in 1997. 13 Operating income increased $53,638, or approximately 8 percent, to $685,247 in 1997 from $631,609 in 1996. This increase was due to the increase in operating cash flow exceeding the increases in management fees and allocated overhead from the General Partner and depreciation and amortization expense. Interest expense decreased $46,989, or approximately 6 percent, to $702,281 in 1997 from $749,270 in 1996. This decrease was due to lower outstanding balances during the year. The Partnership reported a gain on the sale of its Carmel System of $21,096,325 in 1996. No similar gain was reported in 1997. The Partnership reported a net loss of $478,324 in 1997 compared to net income of $20,760,774 in 1996. This change was primarily due to the fact that the Partnership did not sell any cable television systems in 1997 and thus there was no gain similar to the gain on the sale of the Carmel System in 1996. 1996 Compared to 1995 --------------------- Revenues increased $831,050, or approximately 13 percent, to $7,213,953 in 1996 from $6,382,903 in 1995. Increases in the number of basic service subscribers in the Partnership's Roseville System accounted for approximately 54 percent of the increase in revenues. The number of basic service subscribers in the Roseville System increased by 1,408 subscribers, or approximately 9 percent, to 17,878 subscribers at December 31, 1996 from 16,470 subscribers for the similar period in 1995. Basic service rate increases accounted for approximately 23 percent of the increase in revenues. No other single factor significantly contributed to the increase in revenues. Operating expenses increased $463,956, or approximately 12 percent, to $4,335,837 for 1996 from $3,871,881 for 1995. This increase was primarily due to increases in programming fees, which accounted for approximately 69 percent of the increase. No other single factor significantly affected the increase in operating expenses. Operating expenses represented 60 percent of revenues in 1996 and 61 percent in 1995. Operating cash flow increased $367,094, or approximately 15 percent, to $2,878,116 in 1996 from $2,511,022 in 1995. This increase was due to the increase in revenues exceeding the increase in operating expenses. Management and supervision fees and allocated overhead from the General Partners increased $75,587, or approximately 9 percent, to $890,748 in 1996 from $815,161 in 1995. This increase was due to the increase in revenues, upon which such fees and allocations are based. Depreciation and amortization expense decreased $362,679, or approximately 21 percent, to $1,355,759 in 1996 from $1,718,438 in 1995. This decrease was due to the maturation of the Partnership's asset base. The Partnership reported operating income of $631,609 in 1996 compared to an operating loss of $22,577 in 1995. This change was primarily due to the increase in operating cash flow and decrease in depreciation and amortization expense exceeding the increase in management and supervision fees and allocated overhead from the General Partners. Interest expense decreased $983,277, or approximately 57 percent, to $749,270 in 1996 from $1,732,547 in 1995. This decrease in interest expense was primarily due to the lower outstanding balance on the Partnership's interest bearing obligation as a result of a portion of the proceeds from the sale of the Carmel System being used to repay the outstanding loan principal balance of $22,655,000 on February 28, 1996. The Partnership reported a gain on the sale of the Carmel System of $21,096,325 in 1996. No similar gain was reported in 1995. The Partnership reported net income of $20,760,774 in 1996 compared to a net loss of $1,553,063 for 1995. The net income in 1996 was a result of the gain on the sale of the Carmel System. ITEM 8. FINANCIAL STATEMENTS - ----------------------------- The audited financial statements of the Partnership for the year ended December 31, 1997 follow. 14 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ---------------------------------------- To the Partners of IDS/Jones Growth Partners 87-A, Ltd.: We have audited the accompanying balance sheets of IDS/JONES GROWTH PARTNERS 87-A, LTD. (a Colorado limited partnership) as of December 31, 1997 and 1996, and the related statements of operations, partners' capital (deficit) and cash flows for each of the three years in the period ended December 31, 1997. 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 IDS/Jones Growth Partners 87-A, Ltd. as of December 31, 1997 and 1996, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1997, in conformity with generally accepted accounting principles. ARTHUR ANDERSEN LLP Denver, Colorado, March 13, 1998. 15 IDS/JONES GROWTH PARTNERS 87-A, LTD. ------------------------------------ (A Limited Partnership) BALANCE SHEETS -------------- December 31, ------------------------- ASSETS 1997 1996 ------- ----------- ----------- CASH $ 612,953 $ 478,797 TRADE RECEIVABLES, less allowance for doubtful receivables of $31,154 and $32,637 at December 31, 1997 and 1996, respectively 359,817 373,301 INVESTMENT IN CABLE TELEVISION PROPERTIES: Property, plant and equipment, at cost 17,704,957 16,234,764 Less- accumulated depreciation (8,630,093) (7,195,326) ----------- ----------- 9,074,864 9,039,438 Franchise costs and other intangible assets, net of accumulated amortization of $12,654,023 and $12,551,102 at December 31, 1997 and 1996, respectively 2,547,527 2,650,448 ----------- ----------- Total investment in cable television properties 11,622,391 11,689,886 DEPOSITS, PREPAID EXPENSES AND OTHER ASSETS 184,684 185,611 ----------- ----------- Total assets $12,779,845 $12,727,595 =========== =========== The accompanying notes to financial statements are an integral part of these balance sheets. 16 IDS/JONES GROWTH PARTNERS 87-A, LTD. ------------------------------------ (A Limited Partnership) BALANCE SHEETS -------------- December 31, ---------------------------- LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) 1997 1996 - ------------------------------------------------------- ------------ ------------- LIABILITIES: Debt $ 10,000,000 $ 9,850,000 Managing General Partner advances 235,536 43,813 Trade accounts payable and accrued liabilities 530,967 349,695 Subscriber prepayments 30,665 23,086 ------------ ------------ Total liabilities 10,797,168 10,266,594 ------------ ------------ COMMITMENTS AND CONTINGENCIES (Note 7) PARTNERS' CAPITAL (DEFICIT): General Partners- Contributed capital 500 500 Accumulated deficit (8,639) (3,856) ------------ ------------ (8,139) (3,356) ------------ ------------ Limited Partners- Net contributed capital (164,178 units outstanding at December 31, 1997 and 1996) 35,824,200 35,824,200 Accumulated deficit (3,833,384) (3,359,843) Distributions (30,000,000) (30,000,000) ------------ ------------ 1,990,816 2,464,357 ------------ ------------ Total liabilities and partners' capital (deficit) $ 12,779,845 $ 12,727,595 ============ ============ The accompanying notes to financial statements are an integral part of these balance sheets. 17 IDS/JONES GROWTH PARTNERS 87-A, LTD. ------------------------------------ (A Limited Partnership) STATEMENTS OF OPERATIONS ------------------------ Year Ended December 31, --------------------------------------- 1997 1996 1995 ----------- ----------- ----------- REVENUES $ 7,840,578 $ 8,571,921 $14,465,490 COSTS AND EXPENSES: Operating expenses 4,633,573 5,273,095 7,972,171 Management fees and allocated overhead from General Partners 931,938 1,060,130 1,848,033 Depreciation and amortization 1,589,820 1,786,583 4,469,809 ----------- ----------- ----------- OPERATING INCOME 685,247 452,113 175,477 ----------- ----------- ----------- OTHER INCOME (EXPENSE): Interest expense (702,281) (749,270) (1,732,547) Gain on sale of cable television system - 21,096,325 - Other, net (461,290) (38,394) 4,007 ----------- ----------- ----------- Total other income (expense) (1,163,571) 20,308,661 (1,728,540) ----------- ----------- ----------- NET INCOME (LOSS) $ (478,324) $20,760,774 $(1,553,063) =========== =========== =========== ALLOCATION OF NET INCOME (LOSS): General Partners $ (4,783) $ 241,988 $ (15,530) =========== =========== =========== Limited Partners $ (473,541) $20,518,786 $(1,537,533) NET INCOME (LOSS) PER LIMITED PARTNERSHIP UNIT $ (2.88) $ 124.98 $ (9.37) =========== =========== =========== WEIGHTED AVERAGE NUMBER OF LIMITED PARTNERSHIP UNITS OUTSTANDING 164,178 164,178 164,178 =========== =========== =========== The accompanying notes to financial statements are an integral part of these statements. 18 IDS/JONES GROWTH PARTNERS 87-A, LTD. ------------------------------------ (A Limited Partnership) STATEMENTS OF PARTNERS' CAPITAL (DEFICIT) ----------------------------------------- Year Ended December 31, --------------------------------------- 1997 1996 1995 ---------- ------------ ----------- GENERAL PARTNERS: Jones Cable Corporation Balance, beginning of year $ (1,678) $ (122,672) $ (114,907) Net income (loss) for year (2,392) 120,994 (7,765) ---------- ------------ ----------- Balance, end of year $ (4,070) $ (1,678) $ (122,672) ========== ============ =========== IDS Cable Corporation Balance, beginning of year $ (1,678) $ (122,672) $ (114,907) Net income (loss) for year (2,391) 120,994 (7,765) ---------- ------------ ----------- Balance, end of year $ (4,069) $ (1,678) $ (122,672) ========== ============ =========== Total Balance, beginning of year $ (3,356) $ (245,344) $ (229,814) Net income (loss) for year (4,783) 241,988 (15,530) ---------- ------------ ----------- Balance, end of year $ (8,139) $ (3,356) $ (245,344) ========== ============ =========== LIMITED PARTNERS: Balance, beginning of year $2,464,357 $ 11,945,571 $13,483,104 Distributions - (30,000,000) - Net income (loss) for year (473,541) 20,518,786 (1,537,533) ---------- ------------ ----------- Balance, end of year $1,990,816 $ 2,464,357 $11,945,571 ========== ============ =========== The accompanying notes to financial statements are an integral part of these statements. 19 IDS/JONES GROWTH PARTNERS 87-A, LTD. ------------------------------------ (A Limited Partnership) STATEMENTS OF CASH FLOWS ------------------------ Year Ended December 31, ---------------------------------------- 1997 1996 1995 ------------- ------------ ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ (478,324) $ 20,760,774 $(1,553,063) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 1,589,820 1,786,583 4,469,809 Gain on sale of cable television system - (21,096,325) - Amortization of interest rate protection contract - - 33,336 Decrease (increase) in trade receivables 13,484 250,589 (125,374) Increase in deposits, prepaid expenses and other assets (51,205) (253,798) (129,790) Increase (decrease) in trade accounts payable and accrued liabilities and subscriber prepayments 188,851 (657,267) 97,349 Increase (decrease) in Managing General Partner advances 191,723 (405,059) (216,910) ----------- ------------ ----------- Net cash provided by operating activities 1,454,349 385,497 2,575,357 ----------- ------------ ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment, net (1,470,193) (1,568,312) (3,573,252) Franchise renewal costs - - (1,384) Proceeds from sale of cable television system - 44,235,333 - ----------- ------------ ----------- Net cash provided by (used in) investing activities (1,470,193) 42,667,021 (3,574,636) ----------- ------------ ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from borrowings 350,000 9,895,965 1,398,225 Repayment of debt (200,000) (23,027,192) (249,050) Distribution to Limited Partners - (30,000,000) - ----------- ------------ ----------- Net cash provided by (used in) financing activities 150,000 (43,131,227) 1,149,175 ----------- ------------ ----------- Increase (decrease) in cash 134,156 (78,709) 149,896 Cash, beginning of year 478,797 557,506 407,610 ----------- ------------ ----------- Cash, end of year $ 612,953 $ 478,797 $ 557,506 =========== ============ =========== SUPPLEMENTAL CASH FLOW DISCLOSURE: Interest paid $ 668,544 $ 900,250 $ 1,690,619 =========== ============ =========== The accompanying notes to financial statements are an integral part of these statements. 20 IDS/JONES GROWTH PARTNERS 87-A, LTD. ------------------------------------ (A Limited Partnership) NOTES TO FINANCIAL STATEMENTS ----------------------------- (1) ORGANIZATION AND PARTNERS' INTERESTS ------------------------------------ Formation and Business ---------------------- IDS/Jones Growth Partners 87-A, Ltd. (the "Partnership"), a Colorado limited partnership, was formed on September 15, 1987, pursuant to a public offering. The Partnership was formed to acquire, develop and operate cable television systems. Jones Cable Corporation, a Colorado corporation, is the "Managing General Partner" and manager of the Partnership. IDS Cable Corporation, a Minnesota corporation, is the "Supervising General Partner". Jones Intercable, Inc. ("Intercable"), the parent of Jones Cable Corporation, manages the cable television system owned by the Partnership. Intercable and its subsidiaries also own and operate cable television systems as well as manage cable television systems for other limited partnerships for which it is general partner and, also, for affiliated entities. Cable Television System Acquisitions ------------------------------------ In 1988, the Partnership acquired the cable television system serving the communities in and around Roseville, California (the "Roseville System") and, in 1989, the Partnership acquired the cable television system serving the communities in and around Carmel, Indiana (the "Carmel System"). The Carmel System was sold in February 1996. Sale of Cable Television System ------------------------------- On February 28, 1996, the Partnership sold the Carmel System to Jones Cable Holdings, Inc. ("JCH"), a wholly owned subsidiary of Intercable, for a sales price of $44,235,333. This price represented the average of three separate, independent appraisals of the fair market value of the Carmel System. The proceeds were used to repay the outstanding principal balance of the Partnership's term loan of $22,655,000, and, together with funds borrowed from the Partnership's new revolving credit facility, a $30,000,000 distribution was made to the limited partners in April 1996. This distribution gave the Partnership's limited partners an approximate return of $731 per $1,000 invested in the Partnership. Terminated Sale Agreement ------------------------- On October 14, 1996, the Partnership entered into an asset purchase agreement pursuant to which it agreed to sell the Roseville System to an unaffiliated party. The sale was approved by the holders of a majority of the limited partnership interests in the Partnership. Closing of the sale was subject to a number of material closing conditions, one of which was never satisfied. Because the prospective purchaser was affiliated with the company that provides telephone services in the geographical area in which the Roseville System provides cable television services, a waiver from the Federal Communications Commission (the "FCC") of Section 652 of the Telecommunications Act of 1996, which prohibits the acquisition by a telephone company and its affiliates of cable systems in the telephone company's service area, was necessary to permit the prospective purchaser to consummate its purchase of the Roseville System. The prospective purchaser, with the support and assistance of Intercable, actively sought this waiver from the FCC, but in February 1998, the FCC denied the request for the waiver. As a result of the FCC's denial of the waiver, the asset purchase agreement between the Partnership and the prospective purchaser was terminated in February 1998. Intercable, thus, will now seek new opportunities to sell the Roseville System, but there is no assurance as to the timing or terms of any sale. The sale of the Roseville System will be subject to the approval of the Supervising General Partner and another vote of the limited partners of the Partnership. 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 Managing General Partner and the Supervising General Partner purchased their 1/2 percent interests in the Partnership by contributing $250 each to partnership capital. 21 All profits and losses of the Partnership are allocated 99 percent to the limited partners, 1/2 percent to the Managing General Partner and 1/2 percent to the Supervising 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's partnership agreement and interest income earned prior to the first acquisition by the Partnership of a cable television system, which was allocated 100 percent to the limited partners. (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 the Managing General Partner's 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. Purchase Price Allocation ------------------------- Cable television system acquisitions were accounted for as purchases with the purchase price allocated to tangible and intangible assets based upon an independent appraisal. The method of allocation of the purchase price was as follows: first, to the fair value of the net tangible assets acquired; second to the value of subscriber lists and any non-compete agreements; third, to franchise costs; and fourth, to costs in excess of interests in net assets purchased. Acquisition fees paid to affiliates of the general partners and other system acquisition costs were capitalized and included in the costs of intangible assets. Property, Plant and Equipment ----------------------------- Depreciation is provided 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 are capitalized and maintenance and repairs are charged to expense as incurred. Intangible Assets ----------------- Costs assigned to franchises and costs in excess of interests in net assets purchased are amortized using the straight-line method over the following remaining estimated useful lives: Franchise costs 3 years Costs in excess of interests in net assets purchased 31 years Revenue Recognition ------------------- Subscriber prepayments are initially deferred and recognized as revenue when earned. Reclassifications ----------------- Certain prior year amounts have been reclassified to conform to the 1997 presentation. 22 (3) TRANSACTIONS WITH THE GENERAL PARTNERS AND AFFILIATES ----------------------------------------------------- Management Fees, Supervision Fees, Distribution Ratios and ---------------------------------------------------------- Reimbursements -------------- The Managing General Partner 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 paid to the Managing General Partner were $392,029, $428,596 and $723,275 during 1997, 1996 and 1995, respectively. The Supervising General Partner participates in certain management decisions of the Partnership and receives a fee for its services equal to 1/2 percent of the gross revenues of the Partnership, excluding revenues from the sale of cable television systems or franchises. Supervision fees paid to the Supervising General Partner during the years ended December 31, 1997, 1996 and 1995 were $39,203, $42,860 and $72,327, respectively. The Partnership reimburses Intercable 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 operation 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 Intercable with respect to each partnership managed. Remaining overhead costs are allocated based on revenues of the Partnership as a percentage of total revenues of owned and managed partnerships of Intercable. Systems owned by Intercable and all other systems owned by partnerships for which Intercable is the general partner are also allocated a proportionate share of these expenses. The Managing General Partner believes that the methodology used in allocating overhead and administrative expense is reasonable. Reimbursements made to Intercable by the Partnership for allocated overhead and administrative expenses were $500,706, $588,674 and $1,052,431 for 1997, 1996 and 1995, respectively. The Supervising General Partner may also be reimbursed for certain expenses incurred on behalf of the Partnership. There were no reimbursements made to the Supervising General Partner by the Partnership for allocated overhead and administrative expenses during the years ended December 31, 1997, 1996 and 1995. The Partnership was charged interest by Intercable during 1997 at an average interest rate of 7.82 percent on amounts due to the Managing General Partner, which approximated Intercable's weighted average cost of borrowing. Total interest charged to the Partnership by Intercable was $4,612, $1,864 and $25,456 in 1997, 1996 and 1995, respectively. Payments to/from Affiliates for Programming Services ---------------------------------------------------- The Partnership 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 are affiliates of the Managing General Partner. Payments to Superaudio totaled $12,103, $12,464 and $19,486 in 1997, 1996 and 1995, respectively. Payments to Knowledge TV, Inc. totaled $13,457, $13,669 and $20,848 in 1997, 1996 and 1995, respectively. Payments to Jones Computer Network, Ltd., whose service was discontinued in April 1997, totaled $8,269, $26,169 and $25,930 in 1997, 1996 and 1995, respectively. Payments to Great American Country, Inc., which initiated service in 1996, totaled $13,360 and $14,806 in 1997 and 1996, respectively. The Partnership receives a commission from Product Information Network based on a percentage of advertising revenue and number of subscribers. Product Information Network paid commissions to the Partnership totaling $30,479, $22,820 and $29,029 in 1997, 1996 and 1995, respectively. 23 (4) PROPERTY, PLANT AND EQUIPMENT ----------------------------- Property, plant and equipment as of December 31, 1997 and 1996, consists of the following: December 31, -------------------------- 1997 1996 ------------ ----------- Cable distribution systems $16,813,531 $15,376,046 Equipment and tools 441,275 438,674 Office furniture and equipment 247,770 232,915 Buildings 9,060 9,060 Vehicles 191,321 176,069 Land 2,000 2,000 ----------- ----------- 17,704,957 16,234,764 Less - accumulated depreciation (8,630,093) (7,195,326) ----------- ----------- $ 9,074,864 $ 9,039,438 =========== =========== (5) DEBT Debt consists of the following: December 31, ---------------------------- 1997 1996 ---------- ----------- Lending institutions - Revolving credit agreement $10,000,000 $ 9,850,000 ----------- ----------- $10,000,000 $ 9,850,000 =========== =========== At December 31, 1997, the outstanding balance on the Partnership's reducing revolving credit agreement was $10,000,000, the maximum amount available. The commitment amount reduces quarterly beginning March 31, 1999 through December 31, 2003, when all outstanding amounts are due. Interest on the commitment is at the Partnership's option of the Prime Rate or the London Interbank Offered Rate plus 1-1/4 percent. The effective interest rates on amounts outstanding were 7.01 percent and 6.77 percent at December 31, 1997 and 1996, respectively. At December 31, 1997, the carrying amount of the Partnership's long- term debt did not differ significantly from the estimated fair value of the financial instruments. The fair value of the Partnership's long-term debt is estimated based on the discounted amount of future debt service payments using rates of borrowing for a liability of similar risk. At December 31, 1997, substantially all of the Partnership's property, plant and equipment secured the above indebtedness. (6) 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 Managing 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 losses reported to the partners are different from those reported in the statements of operations due to the difference in depreciation allowed under generally accepted accounting principles and the expense allowed for tax purposes 24 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. (7) COMMITMENTS AND CONTINGENCIES ----------------------------- Office and other facilities are rented under various long-term lease arrangements. Rent paid under such lease arrangements totaled $89,575, $124,949 and $159,083, respectively, for the years ended December 31, 1997, 1996 and 1995. Minimum commitments under operating leases for each of the five years in the period ended December 31, 2002 and thereafter are as follows: 1998 $ 89,592 1999 94,068 2000 98,772 2001 103,716 2002 18,150 Thereafter - -------- $404,298 ======== (8) SUPPLEMENTARY PROFIT AND LOSS INFORMATION ----------------------------------------- Supplementary profit and loss information is presented below: Year Ended December 31, ---------------------------------- 1997 1996 1995 ---------- ---------- ---------- Maintenance and repairs $ 39,811 $ 61,416 $ 133,002 ========== ========== ========== Taxes, other than income and payroll taxes $ 300,881 $ 327,504 $ 397,118 ========== ========== ========== Advertising $ 41,397 $ 66,135 $ 141,988 ========== ========== ========== Depreciation of property, plant and equipment $1,483,708 $1,317,776 $2,529,591 ========== ========== ========== Amortization of intangible assets $ 106,112 $ 468,807 $1,940,218 ========== ========== ========== 25 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 Managing General Partner is set forth below. Directors of the Managing General Partner serve until the next annual meeting of the Managing General Partner and until their successors shall be elected and qualified. Name Age Positions with the Managing General Partner --- -- ------------------------------------------ Glenn R. Jones 68 Chairman of the Board and Chief Executive Officer James B. O'Brien 48 President Kevin P. Coyle 46 Vice President/Finance Elizabeth M. Steele 46 Vice President and Secretary Mr. Glenn R. Jones has been Chairman of the Board of the Managing General Partner since its formation in October 1986. Mr. Jones served as President of the Managing General Partner until September of 1990 at which time he was elected Chief Executive Officer. Mr. Jones has served as Chairman of the Board of Directors and Chief Executive Officer of Jones Intercable, Inc. since its formation in 1970, and he was President from June 1984 until April 1988. Mr. Jones is the sole shareholder, President and Chairman of the Board of Directors of Jones International, Ltd. He is also Chairman of the Board of Directors of the subsidiaries of Jones Intercable, Inc. and of certain other affiliates of Intercable. Mr. Jones has been involved in the cable television business in various capacities since 1961, is a member of the Board of Directors and the Executive Committee of the National Cable Television Association. In addition, Mr. Jones is a member of the Board of Education Council of the National Alliance of Business. Mr. Jones is also a founding member of the James Madison Council of the Library of Congress. Mr. Jones has been the recipient of several awards including the Grand Tam Award in 1989, the highest award from the Cable Television Administration and Marketing Society; the President's Award from the Cable Television Public Affairs Association in recognition of Jones International's educational efforts through Mind Extension University (now Knowledge TV); the Donald G. McGannon Award for the advancement of minorities and women in cable from the United Church of Christ Office of Communications; the STAR Award from American Women in Radio and Television, Inc. for exhibition of a commitment to the issues and concerns of women in television and radio; the Cableforce 2000 Accolade awarded by Women in Cable in recognition of Jones Intercable, Inc.'s innovative employee programs; the Most Outstanding Corporate Individual Achievement Award from the International Distance Learning Conference for his contributions to distance education; the Golden Plate Award from the American Academy of Achievement for his advances in distance education; the Man of the Year named by the Denver chapter of the Achievement Rewards for College Scientists; and in 1994 Mr. Jones was inducted into Broadcasting and Cable's Hall of Fame. Mr. James B. O'Brien was elected President of the Managing General Partner in September of 1990. Mr. O'Brien joined Jones Intercable, Inc. in January 1982. Mr. O'Brien was elected President and a Director of Jones Intercable, Inc. in December 1989. Prior to being elected President and a Director of Jones Intercable, Inc., Mr. O'Brien served as a division manager, director of operations planning/assistant to the CEO, Fund Vice President and Group Vice President/Operations. Mr. O'Brien was appointed to the Jones Intercable, Inc.'s Executive Committee in August 1993. As President, he is responsible for the day-to-day operations of the cable television systems managed and owned by Jones Intercable, Inc. Mr. O'Brien is a board member of Cable Labs, Inc., the research arm of the cable television industry. He also serves as the Chairman of the Board of Directors 26 of the Cable Television Administration and Marketing Association and as a director and a member of the Executive Committee of the Walter Kaitz Foundation, a foundation that places people of any ethnic minority group in positions with cable television systems, networks and vendor companies. Mr. Kevin P. Coyle was elected Vice President of Finance of the Managing General Partner in February 1989. Mr. Coyle is the principal financial and accounting officer of the Managing General Partner. Mr. Coyle joined The Jones Group, Ltd. in July 1981 as Vice President/Financial Services. He was elected Treasurer of Jones Intercable, Inc. in August 1987, Vice President/Treasurer in April 1988 and Group Vice President/Finance in October 1990. Ms. Elizabeth M. Steele has served as Secretary of the Managing General Partner since August 1987 and Vice President since February 1989. Ms. Steele joined Jones Intercable, Inc. in August 1987 as Vice President/General Counsel and Secretary. From August 1980 until joining Jones Intercable, Inc., Ms. Steele was an associate and then a partner at the Denver law firm of Davis, Graham & Stubbs, which serves as counsel to Jones Intercable, Inc. Certain information concerning directors and executive officers of the Supervising General Partner is set forth below. Directors of the Supervising General Partner serve until the next annual meeting of the Supervising General Partner and until their successors shall be elected and qualified. Name Age Positions with the Supervising General Partner ---- -- ---------------------------------------------- Peter J. Slattery 32 President and Director John M. Knight 45 Vice President and Director Jeffrey S. Horton 36 Vice President, Treasurer and Director Bradley C. Nelson 33 Vice President Ronald W. Powell 52 Vice President Mr. Peter J. Slattery is the Director of Non-Proprietary Products for American Express Financial Advisors' Variable Assets division. During his tenure he has led the transition to multiple classes for the IDS mutual fund line, developed five new retail funds and let the creation of the flagship Flexible Portfolio Annuity. He currently is responsible for all non-proprietary relationships involving products sold through AEFA's various distribution channels. Mr. John M. Knight joined American Express Financial Corporation in July 1975. He is currently Controller-Variable Assets and charged with the overall finance responsibilities for Mutual Funds, Limited Partnerships, Variable Annuities and Wealth Management Services. From 1981 to March 1994, he held a number of positions in the IDS Certificate Company, leading to Controller of that organization. Mr. Jeffrey S. Horton joined American Express Financial Corporation in July 1987. He was named Vice President - Corporate Treasurer in December 1997. Prior to December 1997, Mr. Horton has served in various capacities with American Express Financial Corporation including the Director of Finance (Marketing and Products), Controller for Information Technology and Vice President Controller for Information Technology. Mr. Bradley C. Nelson joined American Express Financial Corporation in 1991 as an Investment Department analyst following his graduation from Cornell University's Johnson Graduate School of Management where he earned an MBA with a concentration in finance. Mr. Ronald W. Powell has held the position of Vice President and Assistant General Counsel with American Express Financial Corporation since November 1985. He has been a member of the American Express Financial Corporation law department since 1975. 27 ITEM 11. EXECUTIVE COMPENSATION -------------------------------- The Partnership has no employees; however, various personnel are required to operate the Roseville System. Such personnel are employed by Intercable and, pursuant to the terms of the Partnership's limited partnership agreement, the cost of such employment is charged by the Managing General Partner to the Partnership as a direct reimbursement item. See Item 13. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGERS ---------------------------------------------------------------------- As of February 16, 1998, no person or entity owned more than 5 percent of the limited partnership interests of the Partnership. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS -------------------------------------------------------- The Managing General Partner and its affiliates engage in certain transactions with the Partnership as contemplated by the limited partnership agreement of the Partnership. The Managing General Partner believes that the terms of such transactions are generally as favorable as could be obtained by the Partnership from unaffiliated parties. This determination has been made by the Managing General Partner in good faith, but none of the terms were or will be negotiated at arm's-length and there can be no assurance that the terms of such transactions have been or will be as favorable as those that could have been obtained by the Partnership from unaffiliated parties. The Supervising General Partner and its affiliates engage in certain transactions with the Partnership as contemplated by the limited partnership agreement of the Partnership. The Supervising General Partner believes that the terms of such transactions, which are set forth in the Partnership's limited partnership agreement, are generally as favorable as could be obtained by the Partnership from unaffiliated parties. This determination has been made by the Supervising General Partner in good faith, but none of the terms were or will be negotiated at arm's-length and there can be no assurance that the terms of such transactions have been or will be as favorable as those that could have been obtained by the Partnership from unaffiliated parties. TRANSACTIONS WITH THE MANAGING GENERAL PARTNER AND THE SUPERVISING GENERAL PARTNER The Managing General Partner charges the Partnership a 5 percent management fee, and the Partnership reimburses Intercable, the parent of the Managing General Partner, for certain allocated overhead and administrative expenses. These expenses represent the salaries and benefits paid to 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. Allocations of personnel costs are based primarily on actual time spent by employees 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 Intercable or its affiliates. Systems owned by Intercable and all other systems owned by partnerships for which Intercable serves as general partner are also allocated a proportionate share of these expenses. The Supervising General Partner, IDS Cable Corporation, charges the Partnership for supervision fees in accordance with the limited partnership agreement of the Partnership. Intercable, the parent of the Managing General Partner, also advances funds from time to time and charges interest on the balance payable. The interest rate charged approximates Intercable's weighted average cost of borrowing. 28 TRANSACTIONS WITH AFFILIATES Knowledge TV, Inc., a company owned 67 percent by Jones Education Group, Ltd., 7 percent by Mr. Jones and 26 percent by Intercable, operates the television network JEC Knowledge TV. JEC Knowledge TV provides programming related to computers and technology; business, careers and finance; health and wellness; and global culture and languages. Knowledge TV, Inc. sells its programming to the Roseville System. Jones Computer Network, Ltd., a wholly owned subsidiary of Jones Education Group, Ltd., a company owned 64 percent by Jones International, Ltd., 16 percent by Intercable, 12 percent by BCI and 8 percent by Mr. Jones, operated the television network, Jones Computer Network. This network provided programming focused primarily on computers and technology. Jones Computer Network sold its programming to the Roseville System. The Great American Country network provides country music video programming to the Roseville System. This network, owned and operated by Great American Country, Inc., a subsidiary of Jones International Networks, Ltd., an affiliate of Intercable, commenced service in 1996 in the Roseville System. Jones Galactic Radio, Inc. is a susidiary of Jones International Networks, Ltd., an affiliate of Intercable. Superaudio, a joint venture between Jones Galactic Radio, Inc. and an unaffiliated entity, provides satellite programming to the Roseville System. The Product Information Network Venture (the "PIN Venture") is a venture among a subsidiary of Jones International Networks, Ltd., an affiliate of Intercable, and two unaffiliated cable system operators. The PIN Venture operates the Product Information Network ("PIN"), which is a 24-hour network that airs long-form advertising generally known as "infomercials." The PIN Venture generally makes incentive payments of approximately 60 percent of its net advertising revenue to the cable systems that carry its programming. Intercable's owned and managed systems carry PIN for all or part of each day. Revenues received by the Partnership from the PIN Venture relating to the Roseville System totaled approximately $30,479 for the year ended December 31, 1997. The charges to the Partnership for related party transactions are as follows for the periods indicated: For the Year Ended December 31, -------------------------------------------------------------------- 1997 1996 1995 ---- ---- ---- Management fees $ 392,029 $ 428,596 $ 723,275 Supervision fees 39,203 42,860 72,327 Allocation of expenses 500,706 588,674 1,052,431 Interest expense 4,612 1,864 25,456 Amount of advances outstanding 235,536 43,813 448,872 Highest amount of advances outstanding 235,536 647,012 448,872 Programming fees: Knowledge TV, Inc. 13,457 13,669 20,848 Jones Computer Network, Ltd. 8,269 26,169 25,930 Great American Country 13,360 14,806 0 Superaudio 12,103 12,464 19,486 29 PART IV. -------- ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K ------------------------------------------------------------------------- (a) 1. See index to financial statements for list of financial statements and exhibits thereto filed as part of this report. 3. The following exhibits are filed herewith: 4.1 Limited Partnership Agreement for IDS/Jones Growth Partners 87-A, Ltd. (1) 10.1.1 Copy of franchise and related documents granting a cable television system franchise for the County of Placer, California (IDS/Jones 87-A). (1) 10.1.2 Copy of franchise and related documents granting a cable television system franchise for the City of Roseville, California (IDS/Jones 87-A). (1) 10.1.3 Copy of franchise and related documents granting a cable television system franchise for the County of Placer, California (IDS/Jones 87-A). (1) 10.2.1 Revolving Credit Agreement dated February 28, 1996 between IDS/Jones Growth Partners 87-A, Ltd. and Colorado National Bank. (3) 27 Financial Data Schedule __________ (1) Incorporated by reference from the Form 10-K of IDS/Jones Growth Partners (Commission File Nos. 0-16183 and 0-17734) for fiscal year ended December 31, 1988. (2) Incorporated by reference from Registrant's Annual Report on Form 10-K (File No. 0-16183) for the year ended December 31, 1996. (b) Reports on Form 8-K ------------------- None. 30 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. IDS/JONES GROWTH PARTNERS 87-A, LTD., a Colorado limited partnership By Jones Cable Corporation, its Managing General Partner By: /s/ Glenn R. Jones ------------------ Glenn R. Jones Chairman of the Board and Dated: March 23, 1998 Chief Executive Officer 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. OFFICERS AND DIRECTORS OF JONES CABLE CORPORATION: By: /s/ Glenn R. Jones ------------------ Glenn R. Jones Chairman of the Board and Chief Executive Officer Dated: March 23, 1998 (Principal Executive Officer) By: /s/ Kevin P. Coyle ------------------ Kevin P. Coyle Vice President/Finance (Principal Financial and Dated: March 23, 1998 Accounting Officer) 31