FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 1998
--------------
[_] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _________ to _________
Commission File Number: 0-14689
JONES CABLE INCOME FUND 1-A, LTD.
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Exact name of registrant as specified in charter
Colorado 84-1010416
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State of organization I.R.S. employer I.D. #
9697 East Mineral Avenue, Englewood, Colorado 80112
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Address of principal executive office
(303) 792-3111
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Registrant's telephone number
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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JONES CABLE INCOME FUND 1-A, LTD.
---------------------------------
(A Limited Partnership)
UNAUDITED BALANCE SHEETS
------------------------
ASSETS March 31, December 31,
------ 1998 1997
----------- -----------
CASH $ 747,108 $ 788,679
TRADE RECEIVABLES, less allowance for doubtful
receivables of $6,055 and $5,628 at March 31, 1998
and December 31, 1997, respectively 108,612 59,963
INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment, at cost 6,800,048 6,701,483
Less- accumulated depreciation (3,918,130) (3,778,933)
----------- -----------
2,881,918 2,922,550
Franchise costs and other intangible assets, net of
accumulated amortization of $465,317 and $465,203 at
March 31, 1998 and December 31, 1997, respectively 12,683 12,797
----------- -----------
Total investment in cable television properties 2,894,601 2,935,347
DEPOSITS, PREPAID EXPENSES AND DEFERRED CHARGES 108,526 148,561
----------- -----------
Total assets $ 3,858,847 $ 3,932,550
=========== ===========
The accompanying notes to unaudited financial statements
are an integral part of these unaudited balance sheets.
2
JONES CABLE INCOME FUND 1-A, LTD.
---------------------------------
(A Limited Partnership)
UNAUDITED BALANCE SHEETS
------------------------
March 31, December 31,
LIABILITIES AND PARTNERS' CAPITAL 1998 1997
--------------------------------- ------------ ------------
LIABILITIES:
Debt $ 3,286,609 $ 3,390,507
Trade accounts payable and accrued liabilities 245,710 204,802
Accrued distribution to limited partners - 75,000
Subscriber prepayments 37,215 31,254
------------ ------------
Total liabilities 3,569,534 3,701,563
------------ ------------
PARTNERS' CAPITAL:
General Partner-
Contributed capital 1,000 1,000
Accumulated earnings 162,614 162,031
Distributions (87,867) (87,867)
------------ ------------
75,747 75,164
------------ ------------
Limited Partners-
Net contributed capital
(17,000 units outstanding at March 31, 1998
and December 31, 1997) 7,288,694 7,288,694
Accumulated earnings 6,128,872 6,071,129
Distributions (13,204,000) (13,204,000)
------------ ------------
213,566 155,823
------------ ------------
Total partner's capital 289,313 230,987
------------ ------------
Total liabilities and partners' capital $ 3,858,847 $ 3,932,550
============ ============
The accompanying notes to unaudited financial statements
are an integral part of these unaudited balance sheets.
3
JONES CABLE INCOME FUND 1-A, LTD.
---------------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF OPERATIONS
----------------------------------
For the Three Months Ended
March 31,
---------------------------
1998 1997
----------- -------------
REVENUES $834,033 $1,186,435
COSTS AND EXPENSES:
Operating expenses 483,415 811,818
Management fees and allocated overhead
from General Partner 93,495 135,721
Depreciation and amortization 146,171 218,559
-------- ----------
OPERATING INCOME 110,952 20,337
-------- ----------
OTHER INCOME (EXPENSE):
Interest expense (58,505) (76,227)
Gain on sale of cable television system - 6,684,781
Other, net 5,879 (1,223)
-------- ----------
Total other income (expense) (52,626) 6,607,331
-------- ----------
NET INCOME $ 58,326 $6,627,668
======== ==========
ALLOCATION OF NET INCOME:
General Partner $ 583 $ 166,401
======== ==========
Limited Partners $ 57,743 $6,461,267
======== ==========
NET INCOME PER LIMITED
PARTNERSHIP UNIT $3.40 $380.07
======== ==========
WEIGHTED AVERAGE NUMBER OF LIMITED
PARTNERSHIP UNITS OUTSTANDING 17,000 17,000
======== ==========
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
4
JONES CABLE INCOME FUND 1-A, LTD.
---------------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF CASH FLOWS
----------------------------------
For the Three Months Ended
March 31,
----------------------------
1998 1997
------------ --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 58,326 $ 6,627,668
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 146,171 218,559
Gain on sale of cable television system - (6,684,781)
Decrease (increase) in trade receivables (48,649) 74,822
Decrease (increase) in deposits, prepaid expenses
and deferred charges 33,175 (91,415)
Increase (decrease) in trade accounts payable and accrued
liabilities and subscriber prepayments 46,869 (105,554)
Increase in advances from General Partner - 40,509
--------- -----------
Net cash provided by operating activities 235,892 79,808
--------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net (98,565) (165,221)
Proceeds from sale of cable television system, net of
brokerage fee - 7,995,000
--------- -----------
Net cash provided by (used in) investing activities (98,565) 7,829,779
--------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings - 200,369
Repayment of debt (103,898) (3,410,655)
Distributions to limited partners - (4,705,000)
Decrease in accrued distributions to limited partners (75,000) -
--------- -----------
Net cash used in financing activities (178,898) (7,915,286)
--------- -----------
Decrease in cash (41,571) (5,699)
Cash, beginning of period 788,679 42,929
--------- -----------
Cash, end of period $ 747,108 $ 37,230
========= ===========
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 44,901 $ 130,274
========= ===========
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
5
JONES CABLE INCOME FUND 1-A, LTD.
---------------------------------
(A Limited Partnership)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
---------------------------------------
(1) This Form 10-Q is being filed in conformity with the SEC requirements for
unaudited financial statements and does not contain all of the necessary
footnote disclosures required for a complete presentation of the Balance Sheets
and Statements of Operations and Cash Flows in conformity with generally
accepted accounting principles. However, in the opinion of management, this data
includes all adjustments, consisting only of normal recurring accruals,
necessary to present fairly the financial position of Jones Cable Income Fund 1-
A, Ltd. (the "Partnership") at March 31, 1998 and December 31, 1997 and its
Statements of Operations and Cash Flows for the three month periods ended March
31, 1998 and 1997. Results of operations for these periods are not necessarily
indicative of results to be expected for the full year.
The Partnership owns the cable television systems serving the communities
of Owatonna and Glencoe, Minnesota (the "Owatonna/Glencoe System").
(2) Jones Intercable, Inc. (the "General Partner"), a publicly held Colorado
corporation, manages the Partnership and receives a fee for its services equal
to 5 percent of the gross revenues of the Partnership, excluding revenues from
the sale of cable television systems or franchises. Management fees for the
three month periods ended March 31, 1998 and 1997 were $41,702 and $59,321,
respectively.
The Partnership reimburses the General Partner for certain allocated
overhead and administrative expenses. These expenses represent the salaries and
related benefits paid for corporate personnel, rent, data processing services
and other corporate facilities costs. Such personnel provide engineering,
marketing, administrative, accounting, legal and investor relations services to
the Partnership. Such services, and their related costs, are necessary to the
operations of the Partnership and would have been incurred by the Partnership if
it was a stand alone entity. Allocations of personnel costs are based on actual
time spent by employees of the General Partner with respect to each Partnership
managed. Remaining expenses are allocated based on the pro rata relationship of
the Partnership's revenues to the total revenues of all systems owned or managed
by the General Partner and certain of its subsidiaries. Systems owned by the
General Partner and all other systems owned by partnerships for which Jones
Intercable, Inc. is the general partner are also allocated a proportionate share
of these expenses. The General Partner believes that the methodology used in
allocating overhead and administrative expenses is reasonable. Amounts
allocated to the Partnership by the General Partner for allocated overhead and
administrative expenses for the three month periods ended March 31, 1998 and
1997 were $51,793 and $76,400, respectively.
(3) In April 1998, the Partnership entered into an asset purchase agreement
providing for the sale of the Owatonna/Glencoe System to an unaffiliated party
for a sales price of $11,750,000, subject to customary closing adjustments that
may have the effect of increasing or decreasing the sales price by a non-
material amount. Closing of the sale, which is anticipated to occur during the
third quarter of 1998, is subject to several conditions, including necessary
governmental and other third party consents and the termination or expiration of
the statutory waiting period applicable to the asset purchase agreement and
transactions contemplated thereby under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended. In addition, because the Owatonna/Glencoe
System constitutes all of the Partnership's remaining assets, the sale must be
approved by a majority of the limited partnership interests of the Partnership.
The General Partner expects to conduct a proxy vote on this matter in the second
quarter of 1998.
Upon the consummation of the proposed sale of the Owatonna/Glencoe System,
the Partnership will pay a brokerage fee of 2.5 percent of the sales price, or
$293,750, to The Jones Group, Ltd. ("The Jones Group"), a subsidiary of the
General Partner, for acting as a broker in this transaction, repay all of its
indebtedness, including the $3,217,500 borrowed under its credit facility and
capital lease obligations totaling $69,109, pay the General Partner deferred
cash flow distributions totaling $87,867, pay for working capital adjustments,
and then deposit $600,000 into an indemnity escrow account. The remaining net
sale proceeds of approximately $7,505,000 will be distributed to the
Partnership's partners of record as of the closing date of the sale of the
Owatonna/Glencoe System. Because distributions to be made on the sale of the
Owatonna/Glencoe System together with all prior distributions made by the
Partnership will exceed the amounts originally contributed to the Partnership by
the limited partners plus the liquidation preference as set forth in the
partnership agreement, the General Partner will receive a general partner
distribution on the sale of the Owatonna/Glencoe System. Based upon financial
information as of March 31, 1998, the limited partners as a group will receive
$5,628,750
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and the General Partner will receive $1,876,250 of the net sale
proceeds. This distribution will provide the Partnership's limited partners an
approximate return of $331 for each $500 limited partnership interest, or $662
for each $1,000 invested in the Partnership.
For a period of one year following the closing date, $600,000 of the sale
proceeds will remain in escrow as security for the Partnership's agreement to
indemnify the purchaser under the asset purchase agreement. The Partnership's
primary exposure, if any, will relate to the representations and warranties made
about the Owatonna/Glencoe System in the asset purchase agreement. Any amounts
remaining from this indemnity escrow account that are not claimed by the
purchaser at the end of the one-year period will be distributed to the partners
of the Partnership at that time. If the entire $600,000 escrow amount is
distributed to the partners, of which there can be no assurance, the limited
partners as a group would receive 75 percent ($450,000) and the General Partner
would receive 25 percent ($150,000) of the net sale proceeds, thus, the limited
partners would receive $26 for each $500 limited partnership interest, or $52
for each $1,000 invested in the Partnership from this portion of the sale
proceeds. The Partnership will continue in existence at least until any amounts
remaining from the indemnity escrow account have been distributed. Since the
Owatonna/Glencoe System represents the only asset of the Partnership, the
Partnership will be liquidated and dissolved upon the final distribution of any
amounts remaining from the indemnity escrow account. If any disputes with
respect to indemnification arise, the Partnership would not be dissolved until
such disputes were resolved, which could result in the Partnership continuing in
existence beyond 1999.
Taking into account the prior distributions to limited partners from the
Partnership's operating cash flow, from the net proceeds from the sale of the
Milwaukie System and the anticipated distribution from the net proceeds from the
sale of the Owatonna/Glencoe System, the limited partners of the Partnership
will have received a total of $1,107.50 for each $500 limited partnership
interest, or $2,215 for each $1,000 invested in the Partnership at the time of
the Partnership's liquidation and dissolution.
7
JONES CABLE INCOME FUND 1-A, LTD.
---------------------------------
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
FINANCIAL CONDITION
- -------------------
In April 1998, the Partnership entered into an asset purchase agreement
providing for the sale of the Owatonna/Glencoe System to an unaffiliated party
for a sales price of $11,750,000, subject to customary closing adjustments that
may have the effect of increasing or decreasing the sales price by a non-
material amount. Closing of the sale, which is anticipated to occur during the
third quarter of 1998, is subject to several conditions, including necessary
governmental and other third party consents and the termination or expiration of
the statutory waiting period applicable to the asset purchase agreement and
transactions contemplated thereby under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended. In addition, because the Owatonna/Glencoe
System constitutes all of the Partnership's remaining assets, the sale must be
approved by a majority of the limited partnership interests of the Partnership.
The General Partner expects to conduct a proxy vote on this matter in the second
quarter of 1998.
Upon the consummation of the proposed sale of the Owatonna/Glencoe System,
the Partnership will pay a brokerage fee of 2.5 percent of the sales price, or
$293,750, to The Jones Group for acting as a broker in this transaction, repay
all of its indebtedness, including the $3,217,500 borrowed under its credit
facility and capital lease obligations totaling $69,109, pay the General Partner
deferred cash flow distributions totaling $87,867, pay for working capital
adjustments, and then deposit $600,000 into an indemnity escrow account. The
remaining net sale proceeds of approximately $7,505,000 will be distributed to
the Partnership's partners of record as of the closing date of the sale of the
Owatonna/Glencoe System. Because distributions to be made on the sale of the
Owatonna/Glencoe System together with all prior distributions made by the
Partnership will exceed the amounts originally contributed to the Partnership by
the limited partners plus the liquidation preference as set forth in the
partnership agreement, the General Partner will receive a general partner
distribution on the sale of the Owatonna/Glencoe System. Based upon financial
information as of March 31, 1998, the limited partners as a group will receive
$5,628,750 and the General Partner will receive $1,876,250 of the net sale
proceeds. This distribution will provide the Partnership's limited partners an
approximate return of $331 for each $500 limited partnership interest, or $662
for each $1,000 invested in the Partnership.
For a period of one year following the closing date, $600,000 of the sale
proceeds will remain in escrow as security for the Partnership's agreement to
indemnify the purchaser under the asset purchase agreement. The Partnership's
primary exposure, if any, will relate to the representations and warranties made
about the Owatonna/Glencoe System in the asset purchase agreement. Any amounts
remaining from this indemnity escrow account that are not claimed by the
purchaser at the end of the one-year period will be distributed to the partners
of the Partnership at that time. If the entire $600,000 escrow amount is
distributed to the partners, of which there can be no assurance, the limited
partners as a group would receive 75 percent ($450,000) and the General Partner
would receive 25 percent ($150,000) of the net sale proceeds, thus, the limited
partners would receive $26 for each $500 limited partnership interest, or $52
for each $1,000 invested in the Partnership from this portion of the sale
proceeds. The Partnership will continue in existence at least until any amounts
remaining from the indemnity escrow account have been distributed. Since the
Owatonna/Glencoe System represents the only asset of the Partnership, the
Partnership will be liquidated and dissolved upon the final distribution of any
amounts remaining from the indemnity escrow account. If any disputes with
respect to indemnification arise, the Partnership would not be dissolved until
such disputes were resolved, which could result in the Partnership continuing in
existence beyond 1999.
Taking into account the prior distributions to limited partners from the
Partnership's operating cash flow, from the net proceeds from the sale of the
Milwaukie System and the anticipated distribution from the net proceeds from the
sale of the Owatonna/Glencoe System, the limited partners of the Partnership
will have received a total of $1,107.50 for each $500 limited partnership
interest, or $2,215 for each $1,000 invested in the Partnership at the time of
the Partnership's liquidation and dissolution.
For the three months ended March 31, 1998, the Partnership generated net
cash from operating activities totaling $235,892, which is available to fund
capital expenditures and non-operating costs. During the first three months of
1998, the Partnership expended approximately $98,600 for capital improvements in
the Owatonna/Glencoe System. Approximately 43 percent of the expenditures
related to construction of service drops to subscribers' homes.
8
Approximately 23 percent related to the construction of new cable plant
associated with new homes passed. Approximately 19 percent related to the
purchase of converters. The remainder was for other capital expenditures to
maintain the value of the Partnership's Owatonna/Glencoe System. Funding for
these expenditures was provided by cash generated from operations. Anticipated
capital expenditures for the remainder of 1998 are approximately $279,000. Of
these expenditures, approximately 49 percent relates to service drops to
subscribers' homes and approximately 31 percent relates to the construction of
new cable plant associated with new homes passed. The remainder is for other
capital expenditures to maintain the value of the Partnership's Owatonna/Glencoe
System. These capital expenditures are necessary to maintain the value of the
Partnership's Owatonna/Glencoe System until it is sold. Depending upon the
timing of the closing of the sale of the Owatonna/Glencoe System, the
Partnership will make only the portion of the budgeted capital expenditures
scheduled to be made during the Partnership's continued ownership of the
Owatonna/Glencoe System. Funding for these expenditures is expected to be
provided by cash generated from operations.
As a result of the sale of the Milwaukie System on March 11, 1997, the
Partnership repaid $3,200,000 of the then-outstanding balance of its $6,500,000
revolving credit facility, and the commitment amount was reduced to $3,300,000.
The revolving credit period expired December 31, 1997, at which time the
$3,300,000 outstanding balance converted to a term loan. The term loan is
payable in 24 consecutive quarterly installments that commenced on March 31,
1998. As of March 31, 1998, $82,500 has been repaid. Remaining installments
due during 1998 total $247,500 and will be funded by cash on hand and cash
generated from operations. The entire remaining outstanding balance at the time
of the sale of the Owatonna/Glencoe System will be repaid upon the closing of
the sale. Interest on outstanding principal amounts on the credit facility is
computed at the Partnership's option of the London Interbank Offered Rate plus
1-1/4 percent or the Prime Rate plus 1/4 percent. The effective interest rates
on amounts outstanding as of March 31, 1998 and 1997 were 7.01 percent and 7.03
percent, respectively.
A primary objective of the Partnership has been to provide quarterly cash
distributions from operating cash flow to its partners. The General Partner has
agreed to defer its portion of cash flow distributions until the Partnership is
liquidated. To date, the limited partners have received a total of $8,699,000
in distributions from cash flow, or $1,023 for each $1,000 invested in the
Partnership. Due to the announced sale of the Partnership's remaining cable
television system, and due to the fact that principal payments are required in
1998 on the Partnership's loan, the General Partner does not expect to pay any
additional cash flow distributions during the remaining term of the Partnership.
The Partnership has sufficient cash on hand and cash generated from
operations to fund the liquidity needs of the Partnership's Owatonna/Glencoe
System until it is sold.
RESULTS OF OPERATIONS
- ---------------------
As a result of the sale of the Milwaukie System in March 1997, the
following discussion of results of operations, through operating income,
pertains only to the results of operations for the Owatonna/Glencoe System for
the three month periods ended March 31, 1998 and 1997.
Revenues of the Partnership increased $59,964, or approximately 8 percent,
to $834,033 for the three months ended March 31, 1998 from $774,069 for the
similar period in 1997. The increase in revenues was primarily the result of
basic service rate increases and an increase in the number of basic subscribers.
Basic service rate increases accounted for approximately 47 percent of the
increase in revenues. The increase in the number of basic subscribers accounted
for approximately 28 percent of the increase in revenues. The number of basic
subscribers increased by 269, or approximately 3 percent, to 8,586 subscribers
at March 31, 1998 from 8,317 subscribers at March 31, 1997. No other individual
factor contributed significantly to the increase in revenues.
Operating expenses consist primarily of costs associated with the operation
and administration of the Partnership's cable television systems. The principal
cost components are salaries paid to system personnel, programming expenses,
professional fees, subscriber billing costs, rent for leased facilities, cable
system maintenance expenses and marketing expenses.
Operating expenses increased $5,829, or approximately 1 percent, to
$483,415 for the three month period ended March 31, 1998 from $477,586 for the
similar 1997 period. This increase was primarily due to increases in
programming costs. Operating expenses represented approximately 58 percent and
62 percent of revenues for the three month periods ended March 31, 1998 and
1997, respectively. No other individual factor contributed significantly to the
increase in operating expenses.
9
The cable television industry generally measures the financial performance
of a cable television system in terms of operating cash flow (revenues less
operating expenses). This measure is not intended to be a substitute or
improvement upon the items disclosed on the financial statements, rather it is
included because it is an industry standard. Operating cash flow increased
$54,135, or approximately 18 percent, to $350,618 for the three months ended
March 31, 1998 from $296,483 for the similar 1997 period. This increase was due
to the increase in revenues exceeding the increase in operating expenses.
Management fees and allocated overhead from Jones Intercable, Inc.
increased $7,373, or approximately 9 percent, to $93,495 for the three month
period ended March 31, 1998 from $86,122 for the similar 1997 period. This
increase was primarily due to the increase in revenues, upon which such
management fees and allocations are based, and the timing of certain expenses
allocated from Jones Intercable, Inc.
Depreciation and amortization expense decreased $6,717, or approximately 4
percent, to $146,171 for the three months ended March 31, 1998 from $152,888 for
the similar 1997 period. This decrease was due to the maturation of a portion
of the intangible asset base.
Operating income increased $53,479, or approximately 93 percent, to
$110,952 for the three months ended March 31, 1998 from $57,473 for the similar
1997 period. This increase was primarily due to the increase in operating cash
flow.
Interest expense decreased $17,722, or approximately 23 percent, to $58,505
for the three months ended March 31, 1998 from $76,227 for the similar 1997
period. This decrease was primarily due to lower outstanding balances on the
Partnership's interest bearing obligations as a result of the portion of the
proceeds from the sale of the Milwaukie System being used to repay $3,200,000 of
the outstanding loan principal balance in 1997.
The Partnership reported a gain of $6,684,781 from the sale of the
Milwaukie System for the quarter ended March 31, 1997. No such gain was
reported in the similar period in 1998.
The Partnership reported net income of $58,326 for the three months ended
March 31, 1998 compared to $6,627,668 for the similar 1997 period. This change
was primarily the result of the gain on the sale of the Milwaukie System in
1997.
10
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
a) Exhibits
27) Financial Data Schedule
b) Reports on Form 8-K
None
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
JONES CABLE INCOME FUND 1-A, LTD.
BY: JONES INTERCABLE, INC.
General Partner
By: /S/ Kevin P. Coyle
----------------------------------
Kevin P. Coyle
Group Vice President/Finance
(Principal Financial Officer)
Dated: May 13, 1998
12