FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
(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: 0-15714
JONES CABLE INCOME FUND 1-C, LTD.
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(Exact name of registrant as specified in its charter)
Colorado 84-1010419
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(State of Organization) (IRS Employer Identification No.)
P.O. Box 3309, Englewood, Colorado 80155-3309 (303) 792-3111
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(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 registrants, (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days:
Yes X No
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Aggregate market value of the voting stock held by non-affiliates of the
registrant: 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
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DOCUMENTS INCORPORATED BY REFERENCE: None
(34071)
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, the Venture or the General Partner
expects, believes or anticipates will or may occur in the future are forward-
looking statements. These forward-looking statements are based upon certain
assumptions and are subject to 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.
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ITEM 1. BUSINESS
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THE PARTNERSHIP. Jones Cable Income Fund 1-C, Ltd. (the
"Partnership") is a Colorado limited partnership that was formed pursuant to the
public offering of limited partnership interests in the Jones Cable Income Fund
1 Limited Partnership Program (the "Program"), which was sponsored by Jones
Intercable, Inc. (the "General Partner"). Jones Cable Income Fund 1-A, Ltd. and
Jones Cable Income Fund 1-B, Ltd. ("Fund 1-B") are the other partnerships that
were formed pursuant to the Program. The Partnership and Fund 1-B formed a
general partnership known as Jones Cable Income Fund 1-B/C Venture (the
"Venture") in which the Partnership owns a 60 percent interest and Fund 1-B owns
a 40 percent interest. The Partnership and the Venture were formed for the
purpose of acquiring and operating cable television systems
The Partnership does not directly own any cable television systems.
The Partnership's only asset is its 60 percent interest in the Venture. The
Venture owns the cable television systems serving the communities of
Canyonville, Myrtle Creek, Riddle and Winston, Oregon (the "Myrtle Creek
System"), South Sioux City, Nebraska (the "South Sioux City System") and Three
Rivers, Schoolcraft/Vicksburg, Constantine/White Pigeon, Dowagiac, Watervliet
and Vandalia, Michigan (the "Southwestern Michigan System"). The Myrtle Creek
System, South Sioux City System and the Southwestern Michigan System may
hereinafter collectively be referred to as the "Systems." It is the General
Partner's publicly announced policy that it intends to liquidate its managed
partnerships, including the Partnership, as opportunities for sales of
Partnership cable systems arise in the marketplace. In accordance with this
policy, the Venture sold one of its systems in 1997 and another in January 1998.
The Partnership has entered into an agreement to sell the Southwestern Michigan
System and the General Partner is continuing to market the Myrtle Creek System
and the South Sioux City System.
One of the primary objectives of the Venture has been to provide
quarterly cash distributions to its partners, primarily from cash generated
through operating activities of the Venture. The Venture's partners in turn
have sought to provide quarterly cash distributions to their partners. The
Venture used cash generated from operations to fund capital expenditures and did
not declare quarterly cash flow distributions during 1997, although it did make
a distributions of $15,000,000 to its partners from the proceeds of the sale of
the Colorado Systems during the first quarter of 1997 and a distribution of
$11,000,000 to its partners from the proceeds of the sale of the Clearlake
System in February 1998, as described below. The Venture does not anticipate
resuming cash flow distributions.
DISPOSITIONS OF CABLE TELEVISION SYSTEMS.
Colorado Systems. On January 24, 1997, the Venture sold the cable
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television systems serving the cities of Broomfield and Brighton, the town of
Lochbuie, and portions of unincorporated Adams, Boulder and Weld Counties, all
in the State of Colorado (the "Colorado Systems") to an unaffiliated party for a
sales price of $35,000,000. The Venture distributed a total of $15,000,000 to
the Partnership and Fund 1-C in February 1997, which amount represents the net
sale proceeds following the Venture's repayment of a portion of the balance
outstanding on its credit facility and the payment of a brokerage fee to The
Jones Group, Ltd. ("The Jones Group"), a subsidiary of the General Partner,
totaling $875,000, representing 2.5 percent of the sales price, for acting as a
broker in this transaction. The Partnership received $9,034,640 and Fund 1-B
received $5,965,360 of such distribution. The Partnership, in turn, distributed
the $9,034,640 (approximately $212 per each $1,000
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invested in the Partnership) to the limited partners of the Partnership. Because
the distribution to the limited partners of the Partnership together with all
prior distributions did not return the amount initially contributed by the
limited partners to the Partnership plus the preferred return provided by the
Partnership's limited partnership agreement, the General Partner did not receive
a general partner distribution from the sale proceeds. Because the sale of the
Colorado Systems did not represent a sale of all or substantially all of the
Partnership's assets, no vote of the limited partners of the Partnership was
required to approve this sale.
Clearlake System. On January 9, 1998, the Venture sold the cable
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television system serving subscribers in the communities of Clearlake and Lake
Port, all in the State of California (the "Clearlake System") to an unaffiliated
party for a sales price of $21,400,000, subject to customary closing
adjustments. In February 1998, the Venture distributed approximately
$11,000,000 to the Partnership and Fund 1-B, which amount represented the net
sale proceeds following the Venture's payment of a 2.5 percent brokerage fee to
The Jones Group totaling approximately $535,000 and the repayment of $9,600,000
outstanding under the Venture's credit facility. The Partnership received
$6,625,300 of such distribution and in turn distributed such amount
(approximately $156 per each $1,000 invested in the Partnership) to its limited
partners. Because the distribution to the limited partners of the Partnership
together with all prior distributions have not returned the amount initially
contributed by the limited partners to the Partnership plus the preferred return
provided by the Partnership's limited partnership agreement, the General Partner
did not receive a general partner distribution from the sale proceeds. Because
the sale of the Clearlake System did not represent a sale of all or
substantially all of the Partnership's assets, no vote of the limited partners
of the Partnership was required to approve this sale.
Taking into account prior distributions to limited partners from the
Partnership's operating cash flow and from the net proceeds from the sales of
the Colorado Systems and the Clearlake System, the limited partners of the
Partnership will received a total of $29,792,852 or $700 per each $1,000
invested in the Partnership.
PROPOSED DISPOSITION OF CABLE TELEVISION SYSTEM.
Southwestern Michigan System. On January 30, 1998, the Venture
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entered into three purchase and sale agreements with unaffiliated parties
providing for the sale of the Southwestern Michigan System to three separate
unaffiliated parties for a total sales price of $31,250,000, subject to
customary closing adjustments. The closing of this transaction, which is
expected to occur in the second or third quarter of 1998, is subject to the
consents of governmental authorities and third parties with whom the Venture has
contracted that are necessary for the transfer of the Southwestern Michigan
System, and termination or expiration of the statutory waiting period applicable
to the purchase and sale agreements and the transactions contemplated thereby
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
Because the sale of the Southwestern Michigan System will not represent a sale
of all or substantially all of the Partnership's assets, no vote of the limited
partners of the Partnership will be required to approve this sale.
Upon consummation of the proposed sale of the Southwestern Michigan
System, the Venture will pay a brokerage fee to The Jones Group totaling
approximately $781,250 and repay $11,300,000 outstanding under the Venture's
credit facility, and then the Venture will distribute the net sales proceeds of
approximately $19,000,000 to the Partnership and Fund 1-B. The Partnership will
receive approximately $11,443,800 and Fund 1-B will receive approximately
7,556,200 of such distribution. The Partnership, in turn, will distribute the
$11,443,800 (approximately $270 for each $1,000 invested in the Partnership) to
the limited partners of the Partnership. Because the distribution to the
limited partners of the Partnership together with all prior distributions will
not return the amount initially contributed by the limited partners to the
Partnership plus the preferred return provided by the Partnership's limited
partnership agreement, the General Partner of the Partnership will not receive a
general partner distribution from the sale proceeds. Because the sale of the
Southwestern Michigan System will not represent a sale of all or substantially
all of the Partnership's assets, no vote of the limited partners will be
required to approve this sale.
Taking into account prior distributions to limited partners from the
Partnership's operating cash flow and from the net proceeds of the sales of the
Colorado Systems and the Clearlake System and the anticipated distribution from
the net proceeds of the proposed sale of the Southwestern Michigan System, the
limited partners
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of the Partnership will have received a total of $41,236,652 or $970 for each
$1,000 invested in the Partnership after the sale of the Southwestern Michigan
System.
CABLE TELEVISION SERVICES. The Systems offer to their 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 programs
of a public service or entertainment nature. FM radio signals are also
frequently distributed to subscribers as part of the basic service.
The Systems offer 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
Systems also offer a package that includes the basic service channels and the
tier services.
The Systems also offer 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 Systems also offer 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 Systems. At December 31, 1997,
the Systems' monthly basic service rates ranged from $7.03 to $16.99, monthly
basic and tier ("basic plus") service rates ranged from $16.99 to $26.03 and
monthly premium services ranged from $4.00 to $10.95 per premium service. In
addition, the Venture earns revenues from the Systems' pay-per-view programs and
advertising fees. Related charges may include a nonrecurring installation fee
that ranges from $5.00 to $45.00; however, from time to time the Systems have
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 Systems,
basic service and tier service fees accounted for approximately 75 percent of
total revenues, premium service fees accounted for approximately 13 percent of
total revenues, pay-per-view fees were approximately 1 percent of total
revenues, advertising fees were approximately 4 percent of total revenues and
the remaining 7 percent of total revenues came principally from equipment
rentals, installation fees and program guide sales. The Venture 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 Systems.
FRANCHISES. The Systems are 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. These franchises typically contain many conditions, such as time
limitations on commencement and completion of construction, conditions of
service, including the number of channels, types of programming and
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the provision of free service to schools and certain other public institutions,
and the maintenance of insurance and indemnity bonds. The provisions of local
franchises are subject to federal regulation.
The Venture holds 48 franchises relating to the Systems. These
franchises provide for the payment of fees to the issuing authorities and
generally range from 3 percent to 5 percent of the gross revenues of a cable
television 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 Venture has never had a franchise revoked. The Venture is
currently negotiating the renewal of two franchises that are operating under
extensions, and the General Partner has no reason to believe that such
franchises will not be renewed in due course. The General Partner recently has
experienced lengthy negotiations with some franchising authorities for the
granting of franchise renewals. Some of the issues involved in recent renewal
negotiations include rate regulation, customer service standards, cable plant
upgrade or replacement and shorter terms of franchise agreements.
COMPETITION. Cable television systems currently experience
competition from several sources.
Broadcast Television. Cable television systems have traditionally
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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,
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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 the General Partner but not in the Systems.
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
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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 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.
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Telephone and Utilities. Federal cross-ownership restrictions
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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. The General Partner 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 RCN, a planned video competitor.
Private Cable. Additional competition is provided by private cable
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television systems, known as Satellite Master Antenna Television (SMATV),
serving multi-unit dwellings such as condominiums, apartment complexes, 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 Venture 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 Venture 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
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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 the General Partner. 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 Venture
has not lost a significant number of subscribers, nor a significant amount of
revenue, to MMDS operators competing with the Venture's Systems. 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
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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
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subject of cable regulation. Future legislative and regulatory changes could
adversely affect the Venture'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 Venture's Systems and does not
purport to describe all present, proposed, or possible laws and regulations
affecting the Venture.
Cable Rate Regulation. The 1992 Cable Act imposed an extensive rate
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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
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
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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
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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 U.S. Supreme
Court.
Telephone Company Entry Into Cable Television. The 1996 Telecom Act
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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 traditional cable operators, and certain
LECs have begun offering cable service. As described above, the General Partner
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 the General
Partner'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
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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
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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.
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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 of BCI Telecom Holding Inc. ("BTH") in the
General Partner could, therefore, adversely affect any plan to acquire FCC
broadcast or common carrier licenses. The Venture, however, does not currently
plan to acquire such licenses.
Must Carry/Retransmission Consent. The 1992 Cable Act contains
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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 Venture's business.
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
interest 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 ratesis 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 incument cable
-------------
operator can be required by the owner of a multiple dwelling unit ("MDU")
complex to remove, abandone 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
9
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.
Internet Access. Many cable operators have begun offering high speed
---------------
internet service to their 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 Venture'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 Venture'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 Venture's business. The Systems have had
some subscribers who later terminated the service. Terminations occur primarily
because people move
10
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 Systems is not significant. The
Venture's policy with regard to past due accounts is basically one of
disconnecting service before a past due account becomes material.
The Venture 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. Neither the Venture nor the Partnership
has any employees because all properties are managed by employees of the General
Partner. The General Partner has engaged in research and development activities
relating to the provision of new services but the amount of the Venture's funds
expended for such research and development has never been material.
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
Venture.
ITEM 2. PROPERTIES
-------------------
The cable television systems owned by the Venture are described below:
SYSTEM ACQUISITION DATE
------ ----------------
Myrtle Creek System December 1987
South Sioux City System February 1988
Southwestern Michigan System September 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 Systems. The monthly basic service rates set forth herein represent,
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 South Sioux City System operated cable
plant passing approximately 9,000 homes, with an approximate 68 percent
penetration rate, the Myrtle Creek System operated cable plant passing
approximately 9,100 homes, with an approximate 73 percent penetration rate, and
the Southwestern Michigan System operated cable plant passing approximately
27,500 homes, with an approximate 63 percent penetration rate. Figures for
numbers of subscribers and homes passed are compiled from the General Partner's
records and may be subject to adjustments.
At December 31,
-------------------------------------------------------------------
MYRTLE CREEK SYSTEM 1997 1996 1995
- ------------------- --------------------- --------------------- ---------------------
Monthly basic plus service rate $23.06 $22.07 $21.23
Basic subscribers 6,665 6,582 6,500
Pay units 3,926 3,957 3,966
SOUTH SIOUX CITY SYSTEM At December 31,
- ----------------------- -------------------------------------------------------------------
1997 1996 1995
--------------------- --------------------- ---------------------
Monthly basic plus service rate $23.84 $22.99 $22.06
Basic subscribers 6,157 6,302 5,944
Pay units 4,299 4,094 4,028
11
SOUTHWESTERN MICHIGAN SYSTEM At December 31,
- ---------------------------- ----------------------------------------------------------------------
1997 1996 1995
---------------------- ---------------------- ----------------------
Monthly basic plus service rate $ 26.03 $ 24.43 $ 22.75
Basic subscribers 17,332 16,923 16,717
Pay units 9,581 10,001 11,098
ITEM 3. LEGAL PROCEEDINGS
--------------------------
Wayne H. and Joan Brower and Kenneth and Lola Palmer v. Jones Cable
-------------------------------------------------------------------
Income Fund 1-C, Ltd. and Jones Intercable, Inc. (Circuit Court of Jackson
- ------------------------------------------------
County, Missouri, Case No. CV96-30254). On December 18, 1996, plaintiffs filed
this action in a Missouri state court alleging misrepresention of the prospects
for growth of the Partnership and the liquidity of the limited partnership
interests. Plaintiffs also alleged that the General Partner breached its
fiduciary duty to the Partnership and its limited partners. The Partnership and
the General Partner filed an Answer denying all allegations and asserting
various affirmative defenses. The case was settled in July 1997, and the action
has been dismissed.
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. During 1997, a limited partner of the Partnership conducted a
"limited tender offer" for interests in the Partnership at a price of $200 per
interest. As of February 16, 1998, the approximate number of equity security
holders in the Partnership was 4,785.
12
ITEM 6. SELECTED FINANCIAL DATA
- --------------------------------
For the Year Ended December 31,
----------------------------------------------------------------------
Jones Cable Income Fund 1-C, Ltd./(a)/ 1997 1996 1995 1994 1993
- ------------------------------------------------- -------------- ------------ ------------ ------------ ------------
Revenues $18,338,834 $24,624,270 $22,867,228 $21,121,787 $20,350,776
Depreciation and Amortization 5,414,431 7,919,508 8,951,345 8,632,481 8,787,240
Operating Income (Loss) 536,176 161,479 (1,244,929) (2,243,001) (2,397,832)
Consolidated Income (Loss) 17,422,414/(b)/ (2,980,092) (4,371,145) (4,902,676) (4,409,310)
Minority Interest in Consolidated Income (Loss) (6,928,894) 1,185,182 1,738,404 1,949,794 1,753,583
Net Income (Loss) 10,493,520 (1,794,910) (2,632,741) (2,952,822) (2,655,727)
Net Income (Loss) per Limited Partnership Unit 119.47/(b)/ (20.89) (30.64) (34.37) (30.91)
Distributions per Limited Partnership Unit 106.22/(b)/ - - - 30.59
Weighted Average Number of
Limited Partnership Units Outstanding 85,059 85,059 85,059 85,059 85,059
General Partner's Deficit (6,448) (337,889) (319,940) (293,613) (264,084)
Limited Partners' Capital 3,122,252 1,994,813 3,771,774 6,378,188 9,301,541
Total Assets 30,514,718 47,556,243 50,844,037 54,545,774 58,148,834
Debt 23,624,588 42,559,250 43,104,090 42,383,339 36,298,318
General Partner Advances - 284,390 109,893 66,224 4,068,472
/(a)/ This financial information includes the consolidated operations of Jones
Cable Income Fund 1-C, Ltd., which includes the operations of Jones Cable
Income Fund 1-B/C Venture, in which Jones Cable Income Fund 1-C, Ltd. has an
interest of approximately 60 percent.
/(b)/ Consolidated income and distributions resulted primarily from the sale of
the Colorado Systems by Jones Cable Income Fund 1-B/C Venture in January 1997.
13
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- --------------------------------------------------------------------------------
OF OPERATIONS
-------------
JONES CABLE INCOME FUND 1-C, LTD.
---------------------------------
The following discussion of financial condition and results of operations
of Jones Cable Income Fund 1-C, Ltd. (the "Partnership") and Jones Cable Income
Fund 1-B/C Venture (the "Venture") 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 and
Venture's actual results may differ significantly from the results predicted in
such forward-looking statements.
FINANCIAL CONDITION
- -------------------
The Partnership owns a 60 percent interest in the Venture. The
accompanying financial statements include 100 percent of the accounts of the
Partnership and those of the Venture systems reduced by the 40 percent minority
interest in the Venture.
It is the General Partner's publicly announced policy that it intends to
liquidate its managed partnerships, including the Partnership, as opportunities
for sales of partnership cable television systems arise in the marketplace over
the next several years. In accordance with the General Partner's policy, the
Venture sold the Colorado Systems in January 1997, sold the Clearlake System in
January 1998 and has entered into a contract to sell the Southwestern Michigan
System. No specific dates or terms have yet been set for the sale of the
Venture's remaining systems. There can be no assurance as to the timing or
terms of any sale.
The Venture's financial condition is significant to the Partnership and
should be reviewed in conjunction with this discussion.
On January 24, 1997, the Venture sold the Colorado Systems to an
unaffiliated party for a sales price of $35,000,000. The Venture distributed a
total of $15,000,000 to the Partnership and Jones Cable Income Fund 1-B, Ltd.
("Fund 1-B") in February 1997, which amount represents the net sale proceeds
following the Venture's repayment of a portion of the balance outstanding of its
credit facility and the payment of a brokerage fee to The Jones Group, Ltd., a
subsidiary of the General Partner ("The Jones Group"), totaling $875,000,
representing 2.5 percent of the sales price, for acting as a broker in this
transaction. The Partnership received $9,034,640 and Fund 1-B received
$5,965,360 of such distribution. The Partnership, in turn, distributed the
$9,034,640 (approximately $212 per each $1,000 invested in the Partnership) to
the limited partners of the Partnership. Because the distribution to the
limited partners of the Partnership together with all prior distributions will
not return the amount initially contributed by the limited partners to the
Partnership plus the preferred return provided by the Partnership's limited
partnership agreement, the General Partner did not receive a general partner
distribution from the sale proceeds. Because the sale of the Colorado Systems
did not represent a sale of all or substantially all of the Partnership's
assets, no vote of the limited partners of the Partnership was required to
approve this sale.
On January 9, 1998, the Venture sold the Clearlake System to an
unaffiliated party for a sales price of $21,400,000, subject to customary
closing adjustments. The Venture distributed in February 1998, $11,000,000 to
the Partnership and Fund 1-B, which amount represents the net sale proceeds
following the Venture's repayment of $9,600,000 outstanding under the Venture's
credit facility and the payment of a 2.5 percent brokerage fee to The Jones
Group totaling approximately $535,000. The Partnership received approximately
$6,625,300 and Fund 1-B received approximately $4,374,700 of such distribution.
The Partnership, in turn, distributed the $6,625,300 (approximately $156 per
each $1,000 invested in the Partnership) to the limited partners of the
Partnership. Because the distribution to the limited partners of the
Partnership together with all prior distributions will not have returned the
amount initially contributed by the limited partners to the Partnership plus the
preferred return provided by the Partnership's limited partnership agreement,
the general partner of the Partnership did not receive a general partner
distribution from the sale proceeds. Because the sale of the Clearlake System
did not represent a sale of all or substantially all of the Partnership's
assets, no vote of the limited partners of the Partnership was required to
approve this sale.
Taking into account the prior distributions to limited partners from the
Partnership's operating cash flow, the distribution from the sale of the
Colorado Systems and the distribution from the sale of the Clearlake System, the
limited
14
partners of the Partnership have received a total of $350 for each $500 limited
partnership interest, or $700 for each $1,000 invested in the Partnership.
On January 30, 1998, the Venture entered into three purchase and sale
agreements with unaffiliated parties providing for the sale of the Southwestern
Michigan System to three separate unaffiliated parties for a total sales price
of $31,250,000, subject to customary closing adjustments. The closing of this
transaction, which is expected to occur in the second or third quarter of 1998,
is subject to the consents of governmental authorities and third parties with
whom the Venture has contracted that are necessary for the transfer of the
Southwestern Michigan System, and termination or expiration of the statutory
waiting period applicable to the purchase and sale agreements and the
transactions contemplated thereby under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended. Because the sale of the Southwestern
Michigan System does not represent a sale of all or substantially all of the
Partnership's assets, no vote of the limited partners of the Partnership will be
required to approve this sale.
Upon consummation of the proposed sale of the Southwestern Michigan System,
the Venture will pay a brokerage fee to The Jones Group totaling approximately
$781,250 and repay $11,300,000 under the Venture's credit facility, and then the
Venture will distribute the net sales proceeds of approximately $19,000,000 to
the Partnership and Fund 1-B. The Partnership will receive approximately
$11,443,800 and Fund 1-B will receive approximately $7,556,200 of such
distribution. The Partnership, in turn, will distribute the $11,443,800
(approximately $135 for each $500 limited partnership interest, or approximately
$270 for each $1,000 invested in the Partnership) to the limited partners of the
Partnership. Because the distribution to the limited partners of the
Partnership together with all prior distributions will not return the amount
initially contributed by the limited partners to the Partnership plus the
preferred return provided by the Partnership's limited partnership agreement,
the General Partner of the Partnership will not receive a general partner
distribution from the sale proceeds.
Taking into account the prior distributions to limited partners from the
Partnership's operating cash flow, the distribution from the sale of the
Colorado Systems, the distribution from the sale of the Clearlake System and the
expected distribution from the sale of the Southwestern Michigan System, the
limited partners of the Partnership will have received a total of $485 for each
$500 limited partnership interest, or $970 for each $1,000 invested in the
Partnership after the sale of the Southwestern Michigan System.
For the year ended December 31, 1997, the Venture generated net cash from
operating activities totaling $3,716,919, which is available to fund capital
expenditures and non-operating costs. During 1997, capital expenditures within
the Venture's systems totaled approximately $4,155,000. Approximately 37
percent was for the construction of service drops to subscribers' homes and
approximately 20 percent of these expenditures was for the construction of new
cable plant related to new homes passed. The remaining expenditures were used
to maintain the value of the Venture's systems. Funding for these expenditures
was provided by cash on hand, cash generated from operations, and borrowings
available under the Venture's credit facility. Budgeted capital expenditures
for 1998 are approximately $2,474,000. Construction of service drops to homes
will account for approximately 48 percent of the anticipated expenditures and
construction of new cable plant related to new homes passed will account for
approximately 30 percent of the anticipated expenditures. The remaining
expenditures will be used to maintain the value of the Venture's systems until
they are sold. As a result of the sale of the Southwestern Michigan System, the
budgeted capital expenditures for the Southwestern Michigan System for 1998 will
be only for various enhancements necessary to maintain the value of the
Southwestern Michigan System until it is sold. Funding for these expenditures
is expected to come from cash on hand, cash generated from operations and
available borrowings under the Venture's credit facility.
At December 31, 1997, the Venture's $27,500,000 credit facility had
$23,300,000 outstanding. On January 9, 1998, as required by the credit
facility, the Partnership used a portion of the proceeds of the sale of the
Clearlake System to repay $9,600,000 of the balance outstanding. At the same
time the commitment on the credit facility was reduced to $19,900,000, leaving
$6,200,000 available for future borrowings. Upon the sale of the Southwestern
Michigan System, the Venture will repay $11,300,000 of the then-outstanding
balance and the commitment will be reduced. On September 30, 2000, the maximum
amount available begins to reduce quarterly until June 30, 2005 when the amount
available will be zero. Interest on outstanding principal is calculated at the
Venture's option of the Base Rate plus 1/8 percent, or the Euro-Rate plus 1-1/8
percent. The effective interest rate on amounts outstanding as of December 31,
1997 and 1996 was 6.89 percent and 7.03 percent, respectively.
One of the primary objectives of the Venture has been to provide quarterly
cash distributions to the Venture partners, primarily from cash generated
through operating activities of the Venture. The Venture's partners in turn have
15
sought to provide quarterly cash distributions to their partners. The Venture
used cash generated from operations to fund capital expenditures and did not
declare quarterly cash flow distributions during 1997, although it did make a
distribution of $15,000,000 to its partners from the proceeds of the sale of the
Colorado Systems during the first quarter of 1997 and a distribution of
$11,000,000 to its partners from the proceeds of the sale of the Clearlake
System in February 1998. The Venture does not anticipate resuming cash flow
distributions.
The General Partner believes that the Venture has sufficient sources of
capital available from cash on hand, cash generated from operations and from
borrowings available under its credit facility to meet its anticipated needs for
the next year.
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.
The General Partner has initiated an assessment of its computer
applications to determine the extent of the problem. Based on this assessment,
the General Partner has determined that the majority of its computer
applications supporting business processes, including accounting and billing,
are designed to handle the Year 2000 appropriately.
The General Partner is currently focusing its efforts on the impact of the
Year 2000 issue on service delivery. The General Partner has established an
internal team to address this issue. The General Partner is identifying and
testing all date-sensitive equipment involved in delivering service to the
Venture's customers. In addition, the General Partner will assess its options
regarding repair or replacement of affected equipment during this testing. The
General Partner currently has no definitive estimate of the cost or the extent
of the impact, if any, this problem will have on service delivery; however, the
General Partner does not believe that the impact will be material. The General
Partner anticipates completion of its testing in 1998, at which time it will
determine the financial impact on the Venture.
RESULTS OF OPERATIONS
- ---------------------
All of the Partnership's operations are represented by its approximate 60
percent interest in the Venture.
1997 Compared to 1996-
Revenues of the Venture decreased $6,285,436, or approximately 26 percent,
to $18,338,834 in 1997 from $24,624,270 in 1996. This decrease was a result of
the sale of the Colorado Systems. Disregarding the effect of the sale of the
Colorado Systems, revenues would have increased $760,134, or approximately 5
percent, to $17,806,829 in 1997 compared to $17,046,695 in 1996. Basic service
rate increases accounted for approximately 87 percent of the increases in
revenues in 1997. No other single factor significantly affected these increases
in revenues.
Operating expenses consist primarily of costs associated with the operation
and administration of the Venture's cable television systems. The principal
cost components are salaries paid to system personnel, programming expenses,
professional fees, subscriber billing costs, rent for leased facilities, cable
system maintenance expenses and marketing expenses.
Operating expenses decreased $3,288,654, or approximately 24 percent, to
$10,395,892 in 1997 from $13,684,546 in 1997. This decrease was a result of the
sale of the Colorado Systems. Disregarding the effect of the sale of the
Colorado Systems, operating expenses would have increased $181,787, or
approximately 2 percent, to $9,552,282 in 1997 compared to $9,370,495 in 1996.
This increase in operating expenses was due primarily to increases in
programming fees. No other individual factor was significant to this increase
in operating expenses. Operating expenses represented 54 percent of revenues in
1997 compared to 56 percent in 1996.
The cable television industry generally measures the financial performance
of a cable television system in terms of operating cash flow (revenues less
operating expenses). This measure is not intended to be a substitute or
improvement upon the items disclosed on the financial statements, rather it is
included because it is an industry standard. Operating cash
16
flow decreased $2,996,782, or approximately 27 percent, to $7,942,942 in 1997
compared to $10,939,724 in 1996. This decrease was a result of the sale of the
Colorado Systems. Disregarding the effect of the sale of the Colorado Systems,
operating cash flow would have increased $578,347, or approximately 8 percent,
to $8,254,547 in 1997 compared to $7,676,200 in 1996. This increase was due to
the increase in revenues exceeding the increase in operating expenses.
Management fees and allocated overhead from the General Partner decreased
$866,401, or approximately 30 percent, to $1,992,335 in 1997 compared to
$2,858,736 in 1996. This decrease was as a result of the sale of the Colorado
Systems. Disregarding the effect of the sale of the Colorado Systems,
management fees and allocated overhead would have decreased $57,578, or
approximately 3 percent, to $1,938,591 in 1997 compared to $1,996,169 in 1996.
This decrease was primarily due to a decrease in allocated overhead from the
General Partner.
Depreciation and amortization expense decreased $2,505,077, or
approximately 32 percent, to $5,414,431 in 1997 from $7,919,508 in 1996. This
decrease was a result of the sale of the Colorado Systems. Disregarding the
effect of the sale of the Colorado Systems, depreciation and amortization
expense would have decreased $321,866, or approximately 6 percent, to $5,268,978
in 1997 compared to $5,590,844 in 1996. This decrease was due to the maturation
of a portion of the Venture's depreciable asset base.
The Venture's operating income increased $374,697 to $536,176 in 1997 from
$161,479 in 1996. Disregarding the effect of the sale of the Colorado Systems,
operating income would have increased $957,791, to $1,046,978 in 1997 from
$89,187 in 1996. This increase was a result of the increase in operating cash
flow and the decrease in depreciation and amortization expense.
Interest expense decreased $1,589,296, or approximately 51 percent, to
$1,521,275 in 1997 compared to $3,110,571 in 1996. This decrease was primarily
due to the lower outstanding balances on the Venture's interest bearing
obligations, as a result of a portion of the proceeds from the sale of the
Colorado Systems being used to repay a portion of the outstanding loan principal
balance.
The Venture reported a gain on the sale of the Colorado Systems of
$18,493,041 in 1997. No similar gain was reported in 1996.
The Venture reported net income of $17,422,414 in 1997 compared to a net
loss of $2,980,092 in 1996. This change was primarily due to the fact that the
Venture reported a gain on the sale of the Colorado Systems in 1997 and no
similar gain was reported in 1996.
1996 Compared to 1995-
Revenues of the Venture increased $1,757,042, or approximately 8 percent,
to $24,624,270 in 1996 from $22,867,228 in 1995. The increase in revenues was
primarily a result of basic service rate increases and an increase in the number
of basic subscribers. Basic service rate increases accounted for approximately
32 percent of the increase in revenues. An increase in the number of basic
subscribers accounted for approximately 22 percent of the increase in revenues.
The number of basic subscribers totaled 66,002 at December 31, 1996, compared to
64,738 at December 31, 1995, an increase of 1,264, or approximately 2 percent.
No other individual factor contributed significantly to the increase in
revenues.
Operating expenses increased $1,334,639, or approximately 11 percent, to
$13,684,546 in 1996 from $12,349,907 in 1995. The increase in operating
expenses was due primarily to increases in programming fees. No other
individual factor was significant to the increase in operating expenses.
Operating expenses represented 56 percent of revenue in 1996 compared to 54
percent in 1995.
Operating cash flow increased $422,402, or approximately 4 percent, to
$10,939,724 in 1996 from $10,517,321 in 1995. This increase was the result of
the increase in revenues exceeding the increase in operating expenses.
Management fees and allocated overhead from the General Partner increased
$47,832, or approximately 2 percent, to $2,858,737 in 1996 from $2,810,905 in
1995, due to the increase in revenues, upon which such fees are based.
Depreciation and amortization expense decreased $1,031,837, or
approximately 12 percent, to $7,919,508 in 1996 from $8,951,345 in 1995. This
decrease was due to the decrease in the Venture's depreciable asset base.
17
The Venture reported operating income of $161,479 in 1996 compared to an
operating loss of $1,244,929 in 1995. This change was a result of the increase
in operating cash flow and decrease in depreciation and amortization expense
exceeding the increase in management fees and allocated overhead from the
General Partner.
Interest expense decreased $280,784, or approximately 8 percent, to
$3,110,571 in 1996 from $3,391,355 in 1995. This decrease was due to lower
outstanding balances on interest bearing obligations and lower interest rates on
outstanding obligations.
Net loss decreased $1,391,053, or approximately 32 percent, to $2,980,092
in 1996 from $4,371,145 in 1995. This loss was due to the factors discussed
above.
ITEM 8. FINANCIAL STATEMENTS
- -----------------------------
The audited financial statements of the Partnership for the year ended
December 31, 1997 follow.
18
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To the Partners of Jones Cable Income Fund 1-C, Ltd.:
We have audited the accompanying consolidated balance sheets of JONES CABLE
INCOME FUND 1-C, LTD. (a Colorado limited partnership) as of December 31, 1997
and 1996, and the related consolidated 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 Partner's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Jones Cable Income Fund 1-C,
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.
19
JONES CABLE INCOME FUND 1-C, LTD.
---------------------------------
(A Limited Partnership)
CONSOLIDATED BALANCE SHEETS
---------------------------
December 31,
----------------------------
ASSETS 1997 1996
------ ------------ -------------
CASH $ 454,501 $ 702,640
TRADE RECEIVABLES, less allowance for doubtful
receivables of $42,753 and $87,075 at December 31, 1997
and 1996, respectively 362,472 530,025
INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment, at cost 45,101,407 65,758,352
Less- accumulated depreciation (24,222,527) (32,628,107)
------------ ------------
20,878,880 33,130,245
Franchise costs and other intangible assets, net of accumulated
amortization of $33,614,162 and $38,696,513 at
December 31, 1997 and 1996, respectively 8,342,217 12,801,757
------------ ------------
Total investment in cable television properties 29,221,097 45,932,002
DEPOSITS, PREPAID EXPENSES AND DEFERRED CHARGES 476,648 391,576
------------ ------------
Total assets $ 30,514,718 $ 47,556,243
============ ============
The accompanying notes to consolidated financial statements
are an integral part of these consolidated balance sheets.
20
JONES CABLE INCOME FUND 1-C, LTD.
---------------------------------
(A Limited Partnership)
CONSOLIDATED BALANCE SHEETS
---------------------------
December 31,
----------------------------
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) 1997 1996
------------------------------------------- ------------ -------------
LIABILITIES:
Debt $ 23,624,588 $ 42,559,250
General Partner advances - 284,390
Trade accounts payable and accrued liabilities 1,443,578 1,645,902
Subscriber prepayments 204,337 246,900
------------ ------------
Total liabilities 25,272,503 44,736,442
------------ ------------
COMMITMENTS AND CONTINGENCIES (Note 8)
MINORITY INTEREST IN JOINT VENTURE 2,126,411 1,162,877
------------ ------------
PARTNERS' CAPITAL (DEFICIT):
General Partner-
Contributed capital 1,000 1,000
Accumulated earnings (deficit) 105,995 (225,446)
Distributions (113,443) (113,443)
------------ ------------
(6,448) (337,889)
------------ ------------
Limited Partners-
Net contributed capital (85,059 units outstanding at
December 31, 1997 and 1996) 34,909,262 34,909,262
Accumulated deficit (10,384,724) (20,546,803)
Distributions (21,402,286) (12,367,646)
------------ ------------
3,122,252 1,994,813
------------ ------------
Total liabilities and partners' capital (deficit) $ 30,514,718 $ 47,556,243
============ ============
The accompanying notes to consolidated financial statements
are an integral part of these consolidated balance sheets.
21
JONES CABLE INCOME FUND 1-C, LTD.
---------------------------------
(A Limited Partnership)
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
Year Ended December 31,
---------------------------------------
1997 1996 1995
----------- ----------- -----------
REVENUES $18,338,834 $24,624,270 $22,867,228
COSTS AND EXPENSES:
Operating expenses 10,395,892 13,684,546 12,349,907
Management fees and allocated overhead from
General Partner 1,992,335 2,858,737 2,810,905
Depreciation and amortization 5,414,431 7,919,508 8,951,345
----------- ----------- -----------
OPERATING INCOME (LOSS) 536,176 161,479 (1,244,929)
----------- ----------- -----------
OTHER INCOME (EXPENSE):
Interest expense (1,521,275) (3,110,571) (3,391,355)
Gain on sale of cable television system 18,493,041 - -
Other, net (85,528) (31,000) 265,139
----------- ----------- -----------
Total other income (expense) 16,886,238 (3,141,571) (3,126,216)
----------- ----------- -----------
CONSOLIDATED INCOME (LOSS) 17,422,414 (2,980,092) (4,371,145)
MINORITY INTEREST IN CONSOLIDATED
INCOME (LOSS) (6,928,894) 1,185,182 1,738,404
----------- ----------- -----------
NET INCOME (LOSS) $10,493,520 $(1,794,910) $(2,632,741)
=========== =========== ===========
ALLOCATION OF NET INCOME (LOSS):
General Partner $ 331,441 $ (17,949) $ (26,327)
=========== =========== ===========
Limited Partners $10,162,079 $(1,776,961) $(2,606,414)
=========== =========== ===========
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT $119.47 $(20.89) $(30.64)
=========== =========== ===========
WEIGHTED AVERAGE NUMBER OF LIMITED
PARTNERSHIP UNITS OUTSTANDING 85,059 85,059 85,059
=========== =========== ===========
The accompanying notes to consolidated financial statements
are an integral part of these consolidated statements.
22
JONES CABLE INCOME FUND 1-C, LTD.
---------------------------------
(A Limited Partnership)
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
------------------------------------------------------
Year Ended December 31,
---------------------------------------
1997 1996 1995
----------- ----------- -----------
GENERAL PARTNER:
Balance, beginning of year $ (337,889) $ (319,940) $ (293,613)
Net income (loss) for year 331,441 (17,949) (26,327)
----------- ----------- -----------
Balance, end of year $ (6,448) $ (337,889) $ (319,940)
=========== =========== ===========
LIMITED PARTNERS:
Balance, beginning of year $ 1,994,813 $ 3,771,774 $ 6,378,188
Distributions (9,034,640) - -
Net income (loss) for year 10,162,079 (1,776,961) (2,606,414)
----------- ----------- -----------
Balance, end of year $ 3,122,252 $ 1,994,813 $ 3,771,774
=========== =========== ===========
The accompanying notes to consolidated financial statements
are an integral part of these consolidated statements.
23
JONES CABLE INCOME FUND 1-C, LTD.
---------------------------------
(A Limited Partnership)
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
Year Ended December 31,
----------------------------------------
1997 1996 1995
------------ ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 10,493,520 $(1,794,910) $(2,632,741)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation and amortization 5,414,431 7,919,508 8,951,345
Gain on sale of cable television system (18,493,041) - -
Minority interest in consolidated income (loss) 6,928,894 (1,185,182) (1,738,404)
Amortization of interest rate protection contract - - 48,500
Decrease (increase) in trade receivables 167,553 (5,285) (65,328)
Increase in deposits, prepaid
expenses and deferred charges (265,161) (186,604) (148,623)
Increase (decrease) in trade accounts payable and
accrued liabilities and subscriber prepayments (244,887) 62,641 (95,012)
Increase (decrease) in advances from General Partner (284,390) 174,497 43,669
------------ ----------- -----------
Net cash provided by operating activities 3,716,919 4,984,665 4,363,406
------------ ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net (4,155,396) (4,617,913) (4,513,277)
Proceeds from sale of cable television system,
net of brokerage fee 34,125,000 - -
------------ ----------- -----------
Net cash provided by (used in) investing activities 29,969,604 (4,617,913) (4,513,277)
------------ ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 17,215,086 273,404 898,199
Repayment of debt (36,149,748) (818,244) (177,448)
Distribution to Venture Partner (5,965,360) - -
Distribution to Limited Partners (9,034,640) - -
------------ ----------- -----------
Net cash provided by (used in)
financing activities (33,934,662) (544,840) 720,751
------------ ----------- -----------
Increase (decrease) in cash (248,139) (178,088) 570,880
Cash, beginning of year 702,640 880,728 309,848
------------ ----------- -----------
Cash, end of year $ 454,501 $ 702,640 $ 880,728
============ =========== ===========
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 1,680,766 $ 3,132,265 $ 3,389,425
============ =========== ===========
The accompanying notes to consolidated financial statements
are an integral part of these consolidated statements.
24
JONES CABLE INCOME FUND 1-C, LTD.
---------------------------------
(A Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(1) ORGANIZATION AND PARTNERS' INTERESTS
------------------------------------
Formation and Business
----------------------
Jones Cable Income Fund 1-C, Ltd. (the "Partnership"), a Colorado limited
partnership, was formed on February 9, l987, under a public program sponsored by
Jones Intercable, Inc. ("Intercable"). The Partnership was formed to acquire,
develop and operate cable television systems. Intercable is the "General
Partner" and manager of the Partnership. The General Partner and its
subsidiaries also own and operate cable television systems. In addition, the
General Partner manages cable television systems for other limited partnerships
for which it is general partner and, also, for other affiliated entities.
On October 31, 1987, Jones Cable Income Fund 1-B, Ltd. ("Fund 1-B") and the
Partnership formed a Colorado general partnership known as Jones Cable Income
Fund 1-B/C Venture (the "Venture") by making capital contributions of
$24,220,000 and $36,681,000, respectively (approximately 40 and 60 percent,
respectively). The Venture was formed to acquire, develop and operate cable
television systems. During 1988 and 1987, the Venture acquired various cable
television systems serving the areas in and around the cities of Brighton and
Broomfield, the town of Lochbuie, and portions of unincorporated Adams, Boulder
and Weld Counties, all in the State of Colorado (the "Colorado Systems");
Clearlake and Lakeport, California (the "Clearlake System"); Myrtle Creek,
Oregon; South Sioux City, Nebraska; and Three Rivers, Schoolcraft, Vicksburg,
Constantine, White Pigeon, Dowagiac, Watervliet and Vandalia, all in the State
of Michigan (the "Southwestern Michigan System").
Sales of Cable Television Systems
---------------------------------
On January 24, 1997, the Venture sold the Colorado Systems to an
unaffiliated party for a sales price of $35,000,000. The Venture distributed a
total of $15,000,000 to the Partnership and Jones Cable Income Fund 1-B, Ltd.
("Fund 1-B") in February 1997, which amount represents the net sale proceeds
following the Venture's repayment of a portion of the balance outstanding of its
credit facility and the payment of a brokerage fee to The Jones Group, Ltd., a
subsidiary of the General Partner ("The Jones Group"), totaling $875,000,
representing 2.5 percent of the sales price, for acting as a broker in this
transaction. The Partnership received $9,034,640 and Fund 1-B received
$5,965,360 of such distribution. The Partnership, in turn, distributed the
$9,034,640 (approximately $212 per each $1,000 invested in the Partnership) to
the limited partners of the Partnership. Because the distribution to the
limited partners of the Partnership together with all prior distributions will
not return the amount initially contributed by the limited partners to the
Partnership plus the preferred return provided by the Partnership's limited
partnership agreement, the General Partner did not receive a general partner
distribution from the sale proceeds. Because the sale of the Colorado Systems
did not represent a sale of all or substantially all of the Partnership's
assets, no vote of the limited partners of the Partnership was required to
approve this sale.
On January 9, 1998, the Venture sold the Clearlake System to an
unaffiliated party for a sales price of $21,400,000, subject to customary
closing adjustments. The Venture distributed, in February 1998, $11,000,000 to
the Partnership and Fund 1-B, which amount represents the net sale proceeds
following the Venture's repayment of $9,600,000 outstanding under the Venture's
credit facility and the payment of a 2.5 percent brokerage fee to The Jones
Group totaling approximately $535,000. The Partnership received approximately
$6,625,300 and Fund 1-B received approximately $4,374,700 of such distribution.
The Partnership, in turn, distributed the $6,625,300 (approximately $156 per
each $1,000 invested in the Partnership) to the limited partners of the
Partnership. Because the distribution to the limited partners of the
Partnership together with all prior distributions will not have returned the
amount initially contributed by the limited partners to the Partnership plus the
preferred return provided by the Partnership's limited partnership agreement,
the general partner of the Partnership did not receive a general partner
distribution from the sale proceeds. Because the sale of the Clearlake System
did not represent a sale of all or substantially all of the Partnership's
assets, no vote of the limited partners of the Partnership was required to
approve this sale.
25
The pro forma effect of the sale of the Colorado Systems and the
Clearlake System on the results of the Venture's operations for the years ended
December 31, 1997 and 1996, assuming the transactions had occurred at the
beginning of the year, is presented in the following unaudited tabulation:
For the Year Ended December 31, 1997
------------------------------------
Pro Forma Unaudited
As Reported Adjustments Pro Forma
----------- ------------- -----------
Revenues $18,338,834 $ (6,488,066) $11,850,768
=========== ============ ===========
Operating Income $ 536,176 $ (392,466) $ 143,710
=========== ============ ===========
Consolidated Income (Loss) $17,422,414 $(17,329,856) $ 92,558
=========== ============ ===========
For the Year Ended December 31, 1996
------------------------------------
Pro Forma
As Reported Adjustments Pro Forma
------------ ------------- ------------
Revenues $24,624,270 $(13,397,931) $11,226,339
=========== ============ ===========
Operating Income (Loss) $ 161,479 $ (467,993) $ (306,514)
=========== ============ ===========
Consolidated Loss $(2,980,092) $ 1,223,408 $(1,756,684)
=========== ============ ===========
On January 30, 1998, the Venture entered into three purchase and sale
agreements with unaffiliated parties providing for the sale of the Southwestern
Michigan System to three separate unaffiliated parties for a total sales price
of $31,250,000, subject to customary closing adjustments. The closing of this
transaction, which is expected to occur in the second or third quarter of 1998,
is subject to the consents of governmental authorities and third parties with
whom the Venture has contracted that are necessary for the transfer of the
Southwestern Michigan System, and termination or expiration of the statutory
waiting period applicable to the purchase and sale agreements and the
transactions contemplated thereby under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended. Because the sale of the Southwestern
Michigan System does not represent a sale of all or substantially all of the
Partnership's assets, no vote of the limited partners of the Partnership will be
required to approve this sale.
Upon consummation of the proposed sale of the Southwestern Michigan System,
the Venture will pay a 2.5 percent brokerage fee to The Jones Group totaling
approximately $781,250 and repay $11,300,000 under the Venture's credit
facility, and then the Venture will distribute the net sales proceeds of
approximately $19,000,000 to the Partnership and Fund 1-B. The Partnership will
receive approximately $11,443,800 and Fund 1-B will receive approximately
$7,556,200 of such distribution. The Partnership, in turn, will distribute the
$11,443,800 (approximately $135 for each $500 limited partnership interest, or
approximately $270 for each $1,000 invested in the Partnership) to the limited
partners of the Partnership. Because the distribution to the limited partners
of the Partnership together with all prior distributions will not return the
amount initially contributed by the limited partners to the Partnership plus the
preferred return provided by the Partnership's limited partnership agreement,
the General Partner of the Partnership will not receive a general partner
distribution from the sale proceeds.
Contributed Capital
-------------------
The capitalization of the Partnership is set forth in the accompanying
consolidated statements of partners' capital (deficit). No limited partner is
obligated to make any additional contributions to partnership capital.
The General Partner purchased its interest in the Partnership by
contributing $1,000 to partnership capital.
All profits and losses of the Partnership are allocated 99 percent to the
limited partners and 1 percent to the General Partner, except for income or gain
from the sale or disposition of cable television properties, which will be
26
allocated to the partners based upon the formula set forth in the 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 consolidated 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 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
-------------------------
Venture acquisitions were accounted for as purchases with the purchase
prices allocated as follows: first, to the fair value of net tangible assets
acquired; second, to the value of subscriber lists, franchise costs and a
noncompete agreement; and third, to costs in excess of interests in net assets
purchased. Brokerage fees paid to a subsidiary of the General Partner's parent
were allocated to intangible assets based upon the relative value of these
assets at acquisition. Other system acquisition costs were capitalized and
included in the cost of distribution systems.
Principles of Consolidation
---------------------------
The accompanying consolidated financial statements include 100 percent of
the accounts of the Partnership and those of the Venture, reduced by Jones Cable
Income Fund 1-B, Ltd.'s 40 percent minority interest in the Venture.
All interpartnership accounts and transactions have been eliminated.
Property, Plant and Equipment
-----------------------------
Depreciation of property, plant and equipment is provided primarily using
the straight-line method over the following estimated service lives:
Cable distribution systems 5 - 15 years
Equipment and tools 5 - 7 years
Office furniture and equipment 3 - 5 years
Buildings 30 years
Vehicles 3 - 4 years
Replacements, renewals and improvements are capitalized and maintenance and
repairs are charged to expense as incurred.
Property, plant and equipment and the corresponding accumulated
depreciation are written off as certain assets become fully depreciated and are
no longer in service.
27
Intangible Assets
-----------------
Costs assigned to franchises, a noncompete agreement 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 1 - 14 years
Noncompete agreement 1 - 2 years
Costs in excess of interests in net
assets purchased 32 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.
(3) TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES
----------------------------------------------------
Management Fees, Distribution Ratios and Reimbursements
-------------------------------------------------------
The General Partner manages the Partnership and the Venture and receives a
fee for its services equal to 5 percent of the gross revenues of the Venture,
excluding revenues from the sale of cable television systems or franchises.
Management fees paid to the General Partner by the Venture during the years
ended December 31, 1997, 1996 and 1995 were $916,942, $1,231,213 and $1,143,361,
respectively.
Any partnership distributions made from cash flow (defined as cash receipts
derived from routine operations, less debt principal and interest payments and
cash expenses) are allocated 99 percent to the limited partners and 1 percent to
the General Partner. Distributions resulting from the sale or refinancing of a
system or upon dissolution of the Partnership will be made as follows: first,
to the limited partners in an amount which together with all prior
distributions, other than those made regularly from cash flow, will equal their
initial capital contribution; second, payment to the limited partners of a
liquidation preference equal to a 12 percent cumulative return on their initial
capital contribution, reduced by all prior distributions from cash flow; and the
balance, 75 percent to the limited partners and 25 percent to the General
Partner.
The Venture reimburses the General Partner for certain allocated overhead
and administrative expenses. These expenses represent the salaries and related
benefits paid for corporate personnel, rent, data processing services and other
corporate facilities costs. Such personnel provide engineering, marketing,
administrative, accounting, legal and investor relations services to the
Venture. Such services, and their related costs, are necessary to the
operations of the Venture and would have been incurred by the Venture if it was
a stand alone entity. Allocations of personnel costs are based primarily on
actual time spent by employees of the General Partner with respect to each
entity managed. Remaining expenses are allocated based on the pro rata
relationship of the Venture's revenues to the total revenues of all systems
owned or managed by the General Partner and certain of its subsidiaries.
Systems owned by the General Partner and all other systems owned by partnerships
for which Intercable is the general partner are also allocated a proportionate
share of these expenses. The General Partner believes that the methodology of
allocating overhead and administrative expenses is reasonable. Overhead and
administrative expenses allocated to the Venture by the General Partner during
the years ended December 31, 1997, 1996 and 1995 were $1,075,393, $1,627,524 and
$1,667,544, respectively.
The Venture is charged interest at a rate which approximates Intercable's
weighted average cost of borrowing on any amounts due Intercable. No interest
was charged to the Venture by Intercable in 1997. Total interest charged to the
Venture by Intercable was $25,331 and $14,252 during 1996 and 1995,
respectively.
Payments to/from Affiliates for Programming Services
----------------------------------------------------
The Venture receives or has received programming from Superaudio, Knowledge
Tv, Inc., Jones Computer Network, Ltd., Great American Country, Inc. and Product
Information Network, all of which are affiliates of the General Partner.
28
Payments to Superaudio totaled $31,780, $40,317 and $33,947 in 1997, 1996
and 1995, respectively. Payments to Knowledge Tv, Inc. totaled $30,775, $41,468
and $38,592 in 1997, 1996 and 1995, respectively. Payments to Jones Computer
Network, Ltd., whose service was discontinued in April 1997, totaled $15,656,
$56,465 and $47,377 in 1997, 1996 and 1995, respectively. Payments to Great
American Country, Inc., which initiated service in 1996, totaled $23,695 and
$37,518 in 1997 and 1996, respectively.
The Venture receives a commission from Product Information Network based on
a percentage of advertising revenues and number of subscribers. Product
Information Network paid commissions to the Venture totaling $59,075, $59,288
and $80,014 in 1997, 1996 and 1995, respectively.
(4) DISTRIBUTIONS FROM CASH FLOW
----------------------------
One of the primary objectives of the Venture has been to provide quarterly
cash distributions to the Venture partners, primarily from cash generated
through operating activities of the Venture. The Venture's partners in turn
have sought to provide quarterly cash distributions to their partners. The
Venture used cash generated from operations to fund capital expenditures and did
not declare quarterly cash flow distributions during 1997, although it did make
a distribution of $15,000,000 to its partners from the proceeds of the sale of
the Colorado Systems during the first quarter of 1997 and a distribution of
$11,000,000 to its partners from the proceeds of the sale of the Clearlake
System in February 1998. The Venture does not anticipate resuming cash flow
distributions.
A primary objective of the Partnership is to provide quarterly cash
distributions to its partners from distributions it receives from the Venture.
The Partnership declared no distributions in 1997, 1996 or 1995. The General
Partner has agreed to defer its portion of cash distributions until the
Partnership is liquidated.
(5) PROPERTY, PLANT AND EQUIPMENT
-----------------------------
Property, plant and equipment as of December 31, 1997 and 1996, consisted
of the following:
December 31,
----------------------------
1997 1996
------------- -------------
Cable distribution systems $ 41,179,861 $ 61,006,749
Equipment and tools 1,535,589 2,091,493
Office furniture and equipment 807,056 908,509
Buildings 421,023 453,488
Vehicles 1,044,028 1,126,171
Land 113,850 171,942
------------ ------------
45,101,407 65,758,352
Less- accumulated depreciation (24,222,527) (32,628,107)
------------ ------------
$ 20,878,880 $ 33,130,245
============ ============
(6) Debt
----
Debt consists of the following: December 31,
------------
1997 1996
------------ ------------
Lending institutions -
Revolving credit agreement $ 23,300,000 $ 42,200,000
Capital lease obligations 324,588 359,250
------------ ------------
$ 23,624,588 $ 42,559,250
============ ============
At December 31, 1997, the Venture's $27,500,000 credit facility had
$23,300,000 outstanding. On January 9, 1998, as required by the credit
facility, the Partnership used a portion of the proceeds of the sale of the
Clearlake System
29
to repay $9,600,000 of the balance outstanding. At the same time the commitment
on the credit facility was reduced to $19,900,000, leaving $6,200,000 available
for future borrowings. Upon the sale of the Southwestern Michigan System, the
Venture will repay $11,300,000 under the then-outstanding balance and the
commitment will be reduced. On September 30, 2000, the maximum amount available
begins to reduce quarterly until June 30, 2005 when the amount available will be
zero. Interest on outstanding principal is calculated at the Venture's option of
the Base Rate plus 1/8 percent, or the euro-rate plus 1-1/8 percent. The
effective interest rate on amounts outstanding as of December 31, 1997 and 1996
was 6.89 percent and 7.03 percent, respectively.
Installments due on debt principal for each of the five years in the period
ending December 31, 2002 and thereafter, respectively, are $133,685, $133,685,
$57,218, $1,300,000, $5,500,000 and $16,500,000. As of December 31, 1997,
substantially all of the Venture's assets secured the above indebtedness.
At December 31, 1997, the carrying amount of the Venture's long-term debt
did not differ significantly from the estimated fair value of the financial
instruments. The fair value of the Venture'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.
(7) INCOME TAXES
------------
Income taxes have not been recorded in the accompanying consolidated
financial statements because they accrue directly to the partners. The federal
and state income tax returns of the Partnership are prepared and filed by the
General Partner.
The Partnership's tax returns, the qualification of the Partnership as such
for tax purposes, and the amount of distributable partnership income or loss are
subject to examination by federal and state taxing authorities. If such
examinations result in changes with respect to the Partnership's qualification
as such, or in changes with respect to the Partnership's recorded income or
loss, the tax liability of the General and limited partners would likely be
changed accordingly.
Taxable loss reported to the partners is different from that reported in
the consolidated statements of operations due to the difference in depreciation
recognized under generally accepted accounting principles and the expense
allowed for tax purposes under the Modified Accelerated Cost Recovery System
(macrs). There are no other significant differences between taxable income or
loss and the net income or loss reported in the consolidated statements of
operations.
(8) COMMITMENTS AND CONTINGENCIES
-----------------------------
The Venture rents office and other facilities under various long-term lease
arrangements. Rent paid under such lease arrangements totaled $35,636, $93,161
and $93,192, 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 ending December 31, 2002, and thereafter are as follows:
1998 $ 23,087
1999 22,375
2000 23,465
2001 23,620
2002 24,845
Thereafter 239,827
--------
$357,219
========
30
(9) SUPPLEMENTARY PROFIT AND LOSS INFORMATION
-----------------------------------------
Supplementary profit and loss information for the respective years is
presented below:
Year Ended December 31,
----------------------------------
1997 1996 1995
---------- ---------- ----------
Maintenance and repairs $ 140,994 $ 186,433 $ 209,529
========== ========== ==========
Taxes, other than income and payroll taxes $ 459,969 $ 494,974 $ 505,916
========== ========== ==========
Advertising $ 219,240 $ 361,437 $ 327,980
========== ========== ==========
Depreciation of property, plant and equipment $3,458,105 $4,709,869 $4,347,554
========== ========== ==========
Amortization of intangible assets $1,956,326 $3,209,639 $4,603,791
========== ========== ==========
31
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
---------------------------------------------------------
ACCOUNTING AND FINANCIAL DISCLOSURE
-----------------------------------
None.
PART III.
---------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------------------------------
The Partnership itself has no officers or directors. Certain information
concerning the directors and executive officers of the General Partner is set
forth below. Directors of the General Partner serve until the next annual
meeting of the General Partner and until their successors shall be elected and
qualified.
Glenn R. Jones 68 Chairman of the Board and Chief Executive Officer
James B. O'Brien 48 President and Director
Ruth E. Warren 48 Group Vice President/Operations
Kevin P. Coyle 46 Group Vice President/Finance
Christopher J. Bowick 42 Group Vice President/Technology
Cheryl M. Sprague 45 Group Vice President/Human Resources
Cynthia A. Winning 46 Group Vice President/Marketing
Elizabeth M. Steele 46 Vice President/General Counsel/Secretary
Larry W. Kaschinske 38 Vice President/Controller
Robert E. Cole 65 Director
William E. Frenzel 69 Director
Josef J. Fridman 52 Director
Donald L. Jacobs 59 Director
Robert Kearney 61 Director
James J. Krejci 56 Director
Raphael M. Solot 64 Director
Howard O. Thrall 50 Director
Siim A. Vanaselja 41 Director
Sanford Zisman 58 Director
Robert B. Zoellick 44 Director
Mr. Glenn R. Jones has served as Chairman of the Board of Directors and
Chief Executive Officer of the General Partner 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 the General Partner and of certain other affiliates of the
General Partner. Mr. Jones has been involved in the cable television business in
various capacities since 1961, and he is a member of the Board of Directors and
of 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 the General
Partner'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
32
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, the General Partner's President, joined the General
Partner in January 1982. Prior to being elected President and a Director of the
General Partner in December 1989, 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 General
Partner'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 the General Partner. Mr. O'Brien is a board member of Cable Labs, Inc., the
research arm of the U.S. cable television industry. He also serves as the
Chairman of the Board of Directors 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 ethnic
minority groups in positions with cable television systems, networks and vendor
companies.
Ms. Ruth E. Warren joined the General Partner in August 1980 and has
served in various operational capacities, including system marketing manager,
director of marketing, assistant division manager, regional vice president and
Fund Vice President, since then. Ms. Warren was elected Group Vice
President/Operations of the General Partner in September 1990.
Mr. Kevin P. Coyle joined The Jones Group, Ltd. in July 1981 as Vice
President/Financial Services. In September 1985, he was appointed Senior Vice
President/Financial Services. He was elected Treasurer of the General Partner
in August 1987, Vice President/Treasurer in April 1988 and Group Vice
President/Finance and Chief Financial Officer in October 1990.
Mr. Christopher J. Bowick joined the General Partner in September 1991 as
Group Vice President/Technology and Chief Technical Officer. Prior to joining
the General Partner, Mr. Bowick worked for Scientific Atlanta's Transmission
Systems Business Division in various technical management capacities since 1981,
and as Vice President of Engineering since 1989. Mr. Bowick also has served
since 1995 as President of Jones Futurex, Inc., a wholly owned subsidiary of the
General Partner that manufactures and markets data encryption products.
Ms. Cheryl M. Sprague joined the General Partner in November 1997 as
Group Vice President/Human Resources. Prior to November 1997 and since December
1995, Ms. Sprague served as Director, Human Resources for Westmoreland Coal
Company, where she was responsible for human resources management for said
company and three of its subsidiaries. From October 1993 to December 1995, Ms.
Sprague served as President of Peak Executive Resources, where she provided
consulting services in organizational development and human resources to
businesses experiencing organizational transition. From April 1992 to October
1993, Ms. Sprague was Vice President, Human Resources for Penrose-St. Francis
Healthcare System, where she was responsible for management of all human
resources activities. Ms. Sprague serves as an adjunct instructor at Regis
University and has earned the professional designation as a Senior Professional
in Human Resources from the Society for Human Resource Management and its
affiliate, the Human Resources Certification Board. Ms. Sprague is a past
president of the Colorado Human Resource Association and was named by that
association as the Colorado Human Resources Administrator of the Year in 1986.
Ms. Sprague also serves as a director on the Area VI Board for the Society for
Human Resource Management.
Ms. Cynthia A. Winning joined the General Partner as Group Vice
President/Marketing in December 1994. Previous to joining the General Partner,
Ms. Winning served since 1994 as the President of PRS Inc., Denver, Colorado, a
sports and event marketing company. From 1979 to 1981 and from 1986 to 1994,
Ms. Winning served as the Vice President and Director of Marketing for Citicorp
Retail Services, Inc., a provider of private-label credit cards for ten national
retail department store chains. From 1981 to 1986, Ms. Winning was the Director
of Marketing Services for Daniels & Associates cable television operations, as
well as the Western Division Marketing Director for Capital Cities Cable. Ms.
Winning also serves as a board member of Cities in Schools, a dropout
intervention/prevention program.
33
Ms. Elizabeth M. Steele joined the General Partner in August 1987 as Vice
President/General Counsel and Secretary. From August 1980 until joining the
General Partner, Ms. Steele was an associate and then a partner at the Denver
law firm of Davis, Graham & Stubbs, which serves as counsel to the General
Partner.
Mr. Larry Kaschinske joined the General Partner in 1984 as a staff
accountant in the General Partner's former Wisconsin Division, was promoted to
Assistant Controller in 1990, named Controller in August 1994 and was elected
Vice President/Controller in June 1996.
Mr. Robert E. Cole was appointed a Director of the General Partner in March
1996. Mr. Cole is currently self-employed as a partner of First Variable
Insurance Marketing and is responsible for marketing to National Association of
Securities Dealers, Inc. firms in northern California, Oregon, Washington and
Alaska. From 1993 to 1995, Mr. Cole was the Director of Marketing for Lamar
Life Insurance Company; from 1992 to 1993, Mr. Cole was Senior Vice President of
PMI Inc., a third party lender serving the special needs of Corporate Owned Life
Insurance (COLI) and from 1988 to 1992, Mr. Cole was the principal and co-
founder of a specialty investment banking firm that provided services to finance
the ownership and growth of emerging companies, productive assets and real
property. Mr. Cole is a Certified Financial Planner and a former United States
Naval Aviator.
Mr. William E. Frenzel was appointed a Director of the General Partner in
April 1995. Mr. Frenzel has been a Guest Scholar since 1991 with the Brookings
Institution, a research organization located in Washington D. C. Until his
retirement in January 1991, Mr. Frenzel served for twenty years in the United
States House of Representatives, representing the State of Minnesota, where he
was a member of the House Ways and Means Committee and its Trade Subcommittee,
the Congressional Representative to the General Agreement on Tariffs and Trade
(GATT), the Ranking Minority Member on the House Budget Committee and a member
of the National Economic Commission. Mr. Frenzel also served in the Minnesota
Legislature for eight years. He is a Distinguished Fellow of the Tax
Foundation, Vice Chairman of the Eurasia Foundation, a Board Member of the U.S.-
Japan Foundation, the Close-Up Foundation, Sit Mutual Funds and Chairman of the
Japan-America Society of Washington.
Mr. Josef J. Fridman was appointed a Director of the General Partner in
February 1998. Mr. Fridman is currently senior vice-president, law and
corporate secretary of BCE Inc., Canada's largest telecommunications company.
Mr. Fridman joined Bell Canada, a wholly owned subsidiary of BCE Inc., in 1969,
and has held increasingly senior positions with Bell Canada and BCE Inc. since
such time. Mr. Fridman has held his current position since January 1991. Mr.
Fridman's directorships include Telesat Canada, TMI Communications, Inc.,
Telebec Itee, BCI Telecom Holding Inc. and BCE Corporate Services Inc. He is a
member of the Quebec Bar Association, the Canadian, American and International
Bar Associations and the Lord Reading Law Society. Mr. Fridman is a governor of
the Quebec Bar Association.
Mr. Donald L. Jacobs was appointed a Director of the General Partner in
April 1995. Mr. Jacobs is a retired executive officer of TRW. Prior to his
retirement, he was Vice President and Deputy Manager of the Space and Defense
Sector; prior to that appointment, he was the Vice President and General Manager
of the Defense Systems Group and prior to his appointment as Group General
Manager, he was President of ESL, Inc., a wholly owned subsidiary of TRW.
During his career, Mr. Jacobs served on several corporate, professional and
civic boards.
Mr. Robert Kearney was appointed a director of the General Partner in July
1997. Mr. Kearney is a retired executive officer of Bell Canada. Prior to his
retirement in December 1993, Mr. Kearney was the President and Chief Executive
Officer of Bell Canada. He served as Chairman of BCE Canadian Telecom Group in
1994 and as Deputy Chairman of BCI Management Limited in 1995. During his
career, Mr. Kearney served in a variety of capacities in the Canadian, American
and International Standards organizations, and he has served on several
corporate, professional and civic boards.
Mr. James J. Krejci is President and CEO of Imagelink Technologies, Inc., a
privately financed company with leading technology in the desktop or personal
computer videoconferencing market. Prior to joining
34
Imagelink Technologies in July 1996, Mr. Krejci was President of the
International Division of International Gaming Technology, the world's largest
gaming equipment manufacturer, with headquarters in Reno, Nevada. Prior to
joining IGT in May 1994, Mr. Krejci was Group Vice President of Jones
International, Ltd. and was Group Vice President of the General Partner. He also
served as an officer of subsidiaries of Jones International, Ltd. until leaving
the General Partner in May 1994. Mr. Krejci started his career as an electronics
research engineer with the Allen-Bradley Company, then moved to the 3M Company,
General Electric and Becton Dickinson until March 1985 when he joined Jones
International, Ltd. Mr. Krejci has been a director of the General Partner since
August 1987.
Mr. Raphael M. Solot was appointed a Director of the General Partner in
March 1996. Mr. Solot is an attorney and has practiced law for 34 years with an
emphasis on franchise, corporate and partnership law and complex litigation.
Mr. Howard O. Thrall was appointed a Director of the General Partner in
March 1996. Mr. Thrall had previously served as a Director of the General
Partner from December 1988 to December 1994. Mr. Thrall is a management and
international marketing consultant, having active assignments with First
National Net, Inc., LEP Technologies, Cheong Kang Associates (Korea), Aero
Investment Alliance, Inc. and Western Real Estate Partners, among others. From
September 1993 through July 1996, Mr. Thrall served as Vice President of Sales,
Asian Region, for World Airways, Inc. headquartered at the Washington Dulles
International Airport. From 1984 until August 1993, Mr. Thrall was with the
McDonnell Douglas Corporation, where he concluded as a Regional Vice President,
Commercial Marketing with the Douglas Aircraft Company subsidiary.
Mr. Siim A. Vanaselja was appointed a Director of the General Partner in
August 1996. He is the Executive Vice President and Chief Financial Officer of
Bell Canada International Inc. and Vice President of BCI Telecom Holding Inc.
Mr. Vanaselja joined BCE Inc., Canada's largest telecommunications company, in
February 1994 as Assistant Vice-President, International Taxation. In June
1994, he was appointed Assistant Vice-President and Director of Taxation, and in
February 1995, Mr. Vanaselja was appointed Vice-President, Taxation. On August
1, 1996, Mr. Vanaselja was appointed the Executive Vice President and Chief
Financial Officer of Bell Canada International Inc., a subsidiary of BCE Inc.
Prior to joining BCE Inc. and since August 1989, Mr. Vanaselja was a partner in
the Toronto office of KPMG Peat Marwick Thorne. Mr. Vanaselja has been a member
of the Institute of Chartered Accountants of Ontario since 1982 and is a member
of the Canadian Tax Foundation, the Tax Executives Institute and the
International Fiscal Association.
Mr. Sanford Zisman was appointed a director of the General Partner in June
1996. Mr. Zisman is a principal in the law firm of Zisman & Ingraham, P.C. of
Denver, Colorado and he has practiced law for 32 years, specializing in the
areas of tax, business and estate planning and probate administration. Mr.
Zisman was a member of the Board of Directors of Saint Joseph Hospital, the
largest hospital in Colorado, serving at various times as Chairman of the Board,
Chairman of the Finance Committee and Chairman of the Strategic Planning
Committee. Since 1982, he has also served on the Board of Directors of Maxim
Series Fund, Inc., a subsidiary of Great-West Life Assurance Company.
Mr. Robert B. Zoellick was appointed a Director of the General Partner in
April 1995. Mr. Zoellick is the John M. Olin Professor at the U.S. Naval
Academy for the 1997-1998 term. From 1993 through 1997, he was an Executive
Vice President at Fannie Mae, a federally chartered and stockholder-owned
corporation that is the largest housing finance investor in the United States.
From August 1992 to January 1993, Mr. Zoellick served as Deputy Chief of Staff
of the White House and Assistant to the President. From May 1991 to August
1992, Mr. Zoellick served concurrently as the Under Secretary of State for
Economic and Agricultural Affairs and as Counselor of the Department of State, a
post he assumed in March 1989. From 1985 to 1988, Mr. Zoellick served at the
Department of Treasury in a number of capacities, including Counselor to the
Secretary. Mr. Zoellick currently serves on the boards of Alliance Capital and
Said Holdings.
35
ITEM 11. EXECUTIVE COMPENSATION
--------------------------------
Neither the Partnership nor the Venture has any employees; however, various
personnel are required to operate the cable television systems owned by the
Venture. Such personnel are employed by the General Partner and, the cost of
such employment is charged by the General Partner to the Venture 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 General Partner and its affiliates engage in certain transactions with
the Venture. The General Partner believes that the terms of such transactions
are generally as favorable as could be obtained from unaffiliated parties. This
determination has been made by the 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 from unaffiliated parties.
TRANSACTIONS WITH THE GENERAL PARTNER
The General Partner charges the Venture a 5 percent management fee, and the
General Partner is reimbursed 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 Venture. Allocations of personnel costs
are based primarily on actual time spent by employees of the General Partner
with respect to each partnership managed. Remaining expenses are allocated
based on the pro rata relationship of the Venture's revenues to the total
revenues of all systems owned or managed by the General Partner and certain of
its subsidiaries. Systems owned by the General Partner and all other systems
owned by partnerships for which Jones Intercable, Inc. is the general partner
are also allocated a proportionate share of these expenses.
The General Partner from time to time also advances funds to the Venture
and charges interest on the balance payable. The interest rate charged
approximates the General Partner's weighted average cost of borrowing.
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 the General Partner, 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 Systems.
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 the General Partner, 12 percent by BTH 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 Systems. Jones Computer Network, Ltd.
terminated its programming in April 1997.
The Great American Country network provides country music video programming
to the cable television systems owned by the Venture. This network, owned and
operated by Great American Country, Inc., a
36
subsidiary of Jones International Networks, Ltd., an affiliate of the General
Partner, commenced service in 1996 in the Systems.
Jones Galactic Radio, Inc. is a subsidiary of Jones International Networks,
Ltd., an affiliate of the General Partner. Superaudio, a joint venture between
Jones Galactic Radio, Inc. and an unaffiliated entity, provides audio
programming to the Systems.
The Product Information Network Venture (the "PIN Venture") is a venture
among a subsidiary of Jones International Networks, Ltd., an affiliate of the
General Partner, 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. The
Venture's Systems carry PIN for all or part of each day. Revenues received by
the Venture from the PIN Venture relating to the Venture's Systems totaled
approximately $59,075 for the year ended December 31, 1997.
The charges to the Venture for related party transactions are as follows
for the periods indicated:
For the Year Ended December 31,
--------------------------------------------------------------------
1997 1996 1995
---------------------- --------------------- ---------------------
Management fees $ 916,942 $1,231,213 $1,143,361
Allocation of expenses 1,075,393 1,627,524 1,667,544
Interest expense 0 25,331 223
Amount of notes and advances outstanding 0 284,390 109,893
Highest amount of notes and advances outstanding 0 284,390 109,893
Programming fees:
Knowledge TV, Inc. 30,775 41,468 38,592
Jones Computer Network, Ltd. 15,656 56,465 47,377
Great American Country 23,695 37,518 0
Superaudio 31,780 40,317 33,947
37
PART IV.
-------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
-------------------------------------------------
AND REPORTS ON FORM 8-K
------------------------
(a) 1. See index to financial statements for a list of financial
statements and exhibits thereto filed as a part of this
report.
3. The following exhibits are filed herewith:
4.1 Limited Partnership Agreement of Jones Cable Income Fund
1-C, Ltd. (1)
4.2 Joint Venture Agreement of Jones Cable Income Fund 1-B/C
Venture. (1)
10.1.1 Copy of a franchise and related documents thereto
granting a community antenna television system franchise
for the Township of Brady, Michigan. (3)
10.1.2 Copy of a franchise and related documents thereto
granting a community antenna television system franchise
for the Township of Calvin, Michigan. (4)
10.1.3 Copy of a franchise and related documents thereto
granting a community antenna television system franchise
for the Village of Centreville, Michigan.
10.1.4 Copy of a franchise and related documents thereto
granting a community antenna television system franchise
for the City of Coloma, Michigan. (5)
10.1.5 Copy of a franchise and related documents thereto
granting a community antenna television system franchise
for the Township of Coloma, Michigan. (2)
10.1.6 Copy of a franchise and related documents thereto
granting a community antenna television system franchise
for the Township of Constantine, Michigan. (5)
10.1.7 Copy of a franchise and related documents thereto
granting a community antenna television system franchise
for the Village of Constantine, Michigan. (5)
10.1.8 Copy of a franchise and related documents thereto
granting a community antenna television system franchise
for the City of Dowagiac, Michigan. (5)
10.1.9 Copy of a franchise and related documents thereto
granting a community antenna television system franchise
for the County of Elkhart, Michigan. (5)
10.1.10 Copy of a franchise and related documents thereto
granting a community antenna television system franchise
for the Township of Fabius, Michigan. (5)
10.1.11 Copy of a franchise and related documents thereto
granting a community antenna television system franchise
for the Township of Flowerfield, Michigan. (Fund 1-B/C).
(5)
10.1.12 Copy of a franchise and related documents thereto
granting a community antenna television system franchise
for the Township of Hagar, Michigan. (Fund 1-B/C) (3)
10.1.13 Copy of a franchise and related documents thereto
granting a community antenna television system franchise
for the Township of Hartford, Michigan. (Fund 1-B/C) (4)
38
10.1.14 Copy of a franchise and related documents thereto
granting a community antenna television system franchise
for the County of LaGrange, Michigan. (Fund 1-B/C) (3)
10.1.15 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the Township
of Lockport, Michigan. (Fund 1-B/C) (3)
10.1.16 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the Township
of Mendon, Michigan. (Fund 1-B/C) (3)
10.1.17 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the Township
of Mottville, Michigan. (Fund 1-B/C) (3)
10.1.18 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the Township
of Newberg, Michigan. (4)
10.1.19 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the Township
of Nottawa, Michigan. (5)
10.1.20 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the Township
of Park, Michigan. (5)
10.1.21 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the Township
of Pavillion, Michigan. (5)
10.1.22 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the Township
of Penn, Michigan. (6)
10.1.23 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the Township
of Pipestone, Michigan. (4)
10.1.24 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the Township
of Pokagon, Michigan. (4)
10.1.25 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the Township
of Porter, Michigan. (6)
10.1.26 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the Township
of Schoolcraft, Michigan. (4)
10.1.27 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the Township
of Sherman, Michigan. (6)
10.1.28 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the Township
of Silvercreek, Michigan. (5)
10.1.29 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the City of
Three Rivers, Michigan. (5)
10.1.30 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the Village
of Vandalia, Michigan. (2)
10.1.31 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the Village
of Vicksburg, Michigan. (5)
39
10.1.32 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the City of
Watervliet, Michigan. (5)
10.1.33 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the Township
of Watervliet, Michigan. (5)
10.1.34 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the Township
of Wayne, Michigan. (5)
10.1.35 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the Township
of White Pigeon, Michigan. (5)
10.1.36 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the Village
of White Pigeon, Michigan. (5)
10.1.37 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for Dakota City,
Nebraska. (1)
10.1.38 Copy of Service Permit granted by Dakota County, Nebraska
Board of County Commissioners. (1)
10.1.39 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the Village
of Homer, Nebraska. (1)
10.1.40 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for South Sioux
City, Nebraska. (1)
10.1.41 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the Village
of Walthill, Nebraska. (2)
10.1.42 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the Village
of Walthill, Nebraska. (1)
10.1.43 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the City of
Canyonville, Oregon. (1)
10.1.44 Copy of resolution amending the franchise for the City of
Canyonville, Oregon. (2)
10.1.45 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the City of
Myrtle Creek, Oregon. (1)
10.1.46 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the City of
Riddle, Oregon. (2)
10.1.47 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the City of
Winston, Oregon. (1)
10.2.1 Credit Agreement dated 8/5/88 between Jones Cable Income Fund
1-B, Ltd. and First Wisconsin National Bank of Milwaukee. (2)
10.2.2 Amendment No. 1 dated 7/21/89 to Credit Agreement dated 8/5/88
between Jones Cable Income Fund 1-B, Ltd. and First Wisconsin
National Bank of Milwaukee. (2)
40
10.2.3 Amendment No. 2 dated 10/15/90 to Credit Agreement dated
8/5/88 between Jones Cable Income Fund 1-B, Ltd. and First
Wisconsin National Bank of Milwaukee. (2)
10.2.3 Amendment No. 3 dated 6/30/92 to Credit Agreement dated 8/5/88
between Jones Cable Income Fund 1-B, Ltd. and First Wisconsin
National Bank of Milwaukee. (2)
10.2.4 Second Amended and Restated Revolving Credit Agreement dated
May 7, 1997, among Corestates Bank, N.A., for itself and as
Agent, dresdner Bank AG and PNC Bank, National Association
10.3.1 Asset Purchase Agreement dated September 13, 1996 between
Jones Cable Income Fund 1-B/C Venture and Tele-Vue Systems,
Inc. (8)
10.3.2 Asset Purchase Agreement dated September 17, 1997, between
Jones Cable Income Fund 1-B/C Venture and Mediacom California
LLC. (9)
10.3.3 Asset Purchase Agreement dated as of January 30, 1998, between
Tempo Cable, Inc. and Jones Cable Income Fund 1-B/C Venture.
10.3.4 Asset Purchase Agreement dated as of January 30, 1998, between
TCI Cablevision of Texas, Inc. and Jones Cable Income Fund 1-
B/C Venture.
10.3.5 Asset Purchase Agreement dated as of January 30, 1998, between
Television Cable Service, Inc. and Jones Cable Income Fund 1-
B/C Venture.
27 Financial Data Schedule
____________
(1) Incorporated by reference from Registrant's Report on Form
10-K for the fiscal year ended December 31, 1987.
(2) Incorporated by reference from Registrant's Report on Form
10-K for the fiscal year ended December 31, 1992.
(3) Incorporated by reference from Registrant's Report on Form
10-K for the fiscal year ended December 31, 1993.
(4) Incorporated by reference from Registrant's Report on Form
10-K for the fiscal year ended December 31, 1990.
(5) Incorporated by reference from Registrant's Report on Form
10-K for the fiscal year ended December 31, 1988.
(6) Incorporated by reference from Registrant's Report on Form
10-K for the fiscal year ended December 31, 1989.
(7) Incorporated by reference from Registrant's Report on Form
10-K for the fiscal year ended December 31, 1994.
(8) Incorporated by reference from Registrant's Current Report
on Form 8-K dated September 26, 1996
(9) Incorporated by reference from Registrant's Current Report
on Form 8-K dated January 21, 1998.
41
(b) Reports on Form 8-K.
A Current Report on Form 8-K (Commission File No. 0-14906),
dated March 13. 1996. describing the sale of the Orangeburg
System was filed with the Securities and Exchange Commission
on March 14, 1996.
42
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.
JONES CABLE INCOME FUND 1-C, LTD.
a Colorado limited partnership
By: Jones Intercable, Inc.
By: /s/ Glenn R. Jones
------------------
Glenn R. Jones
Chairman of the Board and Chief
Dated: March 23, 1998 Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
By: /s/ 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
Group Vice President/Finance
Dated: March 23, 1998 (Principal Financial Officer)
By: /s/ Larry Kaschinske
--------------------
Larry Kaschinske
Vice President/Controller
Dated: March 23, 1998 (Principal Accounting Officer)
By: /s/ James B. O'Brien
--------------------
James B. O'Brien
Dated: March 23, 1998 President and Director
By: /s/ Robert E. Cole
------------------
Robert E. Cole
Dated: March 23, 1998 Director
By: /s/ William E. Frenzel
----------------------
William E. Frenzel
Dated: March 23, 1998 Director
43
By: --------------------------
Josef J. Fridman
Dated: March 23, 1998 Director
By: --------------------------
Donald L. Jacobs
Dated: March 23, 1998 Director
By: --------------------------
Robert Kearney
Dated: March 23, 1998 Director
By: /s/ James J. Krejci
--------------------------
James J. Krejci
Dated: March 23, 1998 Director
By: /s/ Raphael M. Solot
--------------------------
Raphael M. Solot
Dated: March 23, 1998 Director
By: /s/ Howard O. Thrall
--------------------------
Howard O. Thrall
Dated: March 23, 1998 Director
By: --------------------------
Siim A. Vanaselja
Dated: March 23, 1998 Director
By: /s/ Sanford Zisman
--------------------------
Sanford Zisman
Dated: March 23, 1998 Director
By: /s/ Robert B. Zoellick
--------------------------
Robert B. Zoellick
Dated: March 23, 1998 Director
44