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 June 30, 1998
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[_] 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: 0-16939
JONES SPACELINK INCOME/GROWTH FUND 1-A, LTD.
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Exact name of registrant as specified in charter
Colorado #84-1069504
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State of organization IRS employer I.D. #
9697 East Mineral Avenue, P. O. Box 3309, Englewood, Colorado 80155-3309
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Address of principal executive office
(303) 792-3111
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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 SPACELINK INCOME/GROWTH FUND 1-A, LTD.
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(A Limited Partnership)
UNAUDITED BALANCE SHEETS
------------------------
June 30, December 31,
ASSETS 1998 1997
------ ----------- ------------
CASH $14,926,841 $ 146,657
TRADE RECEIVABLES, less allowance for
doubtful receivables of $-0- and $12,965 at
June 30, 1998 and December 31, 1997, respectively - 182,946
INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment, at cost - 12,139,015
Less - accumulated depreciation - (6,056,785)
----------- -----------
- 6,082,230
Franchise costs and other intangible assets, net of
accumulated amortization of $-0- and $9,112,732
at June 30, 1998 and December 31, 1997, respectively - 4,455,263
----------- -----------
Total investment in cable television properties - 10,537,493
DEPOSITS, PREPAID EXPENSES AND OTHER ASSETS 1,000,000 77,615
----------- -----------
Total assets $15,926,841 $10,944,711
=========== ===========
The accompanying notes to unaudited financial statements
are an integral part of these unaudited balance sheets.
2
JONES SPACELINK INCOME/GROWTH FUND 1-A, LTD.
--------------------------------------------
(A Limited Partnership)
UNAUDITED BALANCE SHEETS
------------------------
June 30, December 31,
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) 1998 1997
------------------------------------------- ------------- -------------
LIABILITIES:
Credit facility and capitalized lease
obligations $ - $ 7,620,042
Accrued distribution to limited partners 14,915,500 -
Trade accounts payable and accrued liabilities 175,528 307,207
Subscriber prepayments and deposits - 31,862
------------ ------------
Total liabilities 15,091,028 7,959,111
------------ ------------
PARTNERS' CAPITAL (DEFICIT):
General Partner -
Contributed capital 1,000 1,000
Distributions (103,950) (103,950)
Accumulated earnings 102,950 85,692
------------ ------------
- (17,258)
------------ ------------
Limited Partners -
Contributed capital, net of related commissions, syndication
costs and interest (51,276 units outstanding at
June 30, 1998 and December 31, 1997) 21,875,852 21,875,852
Distributions (30,206,680) (15,291,180)
Accumulated earnings (deficit) 9,166,641 (3,581,814)
------------ ------------
835,813 3,002,858
------------ ------------
Total partners' capital (deficit) 835,813 2,985,600
------------ ------------
Total liabilities and partners'
capital (deficit) $ 15,926,841 $ 10,944,711
============ ============
The accompanying notes to unaudited financial statements
are an integral part of these unaudited balance sheets.
3
JONES SPACELINK INCOME/GROWTH FUND 1-A, LTD.
--------------------------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF OPERATIONS
----------------------------------
For the Three Months For the Six Months
Ended June 30, Ended June 30,
------------------------- -------------------------
1998 1997 1998 1997
------------ ----------- ------------ -----------
REVENUES $ 1,470,503 $1,406,280 $ 2,919,556 $2,750,935
COSTS AND EXPENSES:
Operating expenses 992,930 738,394 1,747,814 1,429,932
Management fees and allocated administrative
costs from the General Partner 168,979 177,625 327,809 323,653
Depreciation and amortization 451,697 411,921 893,029 818,030
----------- ---------- ----------- ----------
OPERATING INCOME (LOSS) (143,103) 78,340 (49,096) 179,320
----------- ---------- ----------- ----------
OTHER INCOME (EXPENSE):
Interest expense (132,767) (166,543) (288,157) (327,274)
Gain on sale of cable television system 13,106,602 - 13,106,602 -
Other, net (8,323) (7,644) (3,636) (13,136)
----------- ---------- ----------- ----------
Total other income (expense) 12,965,512 (174,187) 12,814,809 (340,410)
----------- ---------- ----------- ----------
NET INCOME (LOSS) $12,822,409 $ (95,847) $12,765,713 $ (161,090)
=========== ========== =========== ==========
ALLOCATION OF NET INCOME (LOSS):
General Partner $ 17,825 $ (959) $ 17,258 $ (1,611)
=========== ========== =========== ==========
Limited Partners $12,804,584 $ (94,888) $12,748,455 $ (159,479)
=========== ========== =========== ==========
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT $249.71 $(1.85) $248.62 $(3.11)
=========== ========== =========== ==========
WEIGHTED AVERAGE NUMBER OF
LIMITED PARTNERSHIP UNITS
OUTSTANDING 51,276 51,276 51,276 51,276
=========== ========== =========== ==========
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
4
JONES SPACELINK INCOME/GROWTH FUND 1-A, LTD.
--------------------------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF CASH FLOWS
----------------------------------
For the Six Months
Ended June 30,
-------------------------
1998 1997
------------ ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 12,765,713 $(161,090)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization 893,029 818,030
Gain on sale of cable television system (13,106,602) -
Decrease (increase) in trade receivables, net 182,946 (3,195)
Increase in deposits, prepaid expenses and other assets (163,568) (85,266)
Decrease in trade accounts payable, accrued
liabilities and subscriber prepayments
and deposits (163,541) (107,428)
------------ ---------
Net cash provided by operating activities 407,977 461,051
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (386,202) (441,282)
Proceeds from sale of cable television system 22,378,451 -
------------ ---------
Net cash provided by (used in) investing activities 21,992,249 (441,282)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings - 666,717
Repayment of borrowings (7,620,042) (318,559)
Increase (decrease) in accrued distributions 14,915,500 (315,657)
Distribution to limited partners (14,915,500) -
------------ ---------
Net cash provided by (used in) financing activities (7,620,042) 32,501
------------ ---------
Increase in cash 14,780,184 52,270
Cash, beginning of period 146,657 56,865
------------ ---------
Cash, end of period $ 14,926,841 $ 109,135
============ =========
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 326,494 $ 318,493
============ =========
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
5
JONES SPACELINK INCOME/GROWTH 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 Spacelink
Income/Growth Fund 1-A, Ltd. (the "Partnership") at June 30, 1998 and December
31, 1997, its results of operations for the three and six month periods ended
June 30, 1998 and 1997 and its cash flows for the six month periods ended June
30, 1998 and 1997. Results of operations for these periods are not necessarily
indicative of results to be expected for the full year.
The Partnership owned and operated the cable television systems
serving the areas in and around the communities of Bluffton, Decatur, Monroe,
Auburn, Butler, Uniondale, Waterloo, Poneto, Vera Cruz and Garrett, and portions
of the unincorporated areas of Wells, Allen, Noble, Adams and DeKalb Counties,
all in the State of Indiana (the "Northeast Indiana Systems") until they were
sold on June 30, 1998. See Note 2.
(2) On June 30, 1998, the Partnership sold its Northeast Indiana Systems to an
unaffiliated party for a sales price of $23,500,000, subject to normal closing
adjustments. From the sale proceeds, the Partnership repaid all of its
indebtedness, including the $7,500,000 borrowed under its credit facility and
capital lease obligations totaling $120,042, settled working capital
adjustments, and then deposited $1,000,000 into an indemnity escrow account. The
remaining net sale proceeds of approximately $14,915,500 will be distributed to
its limited partners of record as of June 30, 1998, in August 1998. The
distribution from the sale of the Northeast Indiana Systems will provide the
Partnership's limited partners, as a group, $14,915,500, or an approximate
return of $291 for each $500 limited partnership interest, or $582 for each
$1,000 invested in the Partnership. Taking into account prior distributions to
limited partners from the Partnership's operating cash flow and from the net
proceeds from prior system sales and the sale of Northeast Indiana Systems sales
(excluding escrowed proceeds), the limited partners of the Partnership will have
received a total return of $589 for each $500 limited partner interest, or
$1,178 for each $1,000 invested in the Partnership. The sale of the Northeast
Indiana Systems was approved by the holders of a majority of the limited
partnership interests in the Partnership.
For a period of one year following the closing date of June 30, 1998,
$1,000,000 of the sale proceeds will remain in escrow as security for the
Partnership's agreement to indemnify the buyer under the asset purchase
agreement. The Partnership's primary exposure, if any, will relate to the
representations and warranties made about the Northeast Indiana Systems in the
asset purchase agreement. Any amounts remaining from this indemnity escrow
account and not claimed by the buyer at the end of the one-year period will be
returned to and distributed to the limited partners of the Partnership at that
time. If the entire $1,000,000 escrow amount is distributed to the limited
partners, of which there can be no assurance, limited partners would receive
$19.50 for each $500 limited partnership interest, or $39 for each $1,000
invested in the Partnership. The Partnership will continue in existence at
least until any amounts remaining from the indemnity escrow account have been
distributed. Since the Northeast Indiana Systems represented 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, most
likely sometime in 1999.
6
JONES SPACELINK INCOME/GROWTH FUND 1-A, LTD.
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(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
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FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
FINANCIAL CONDITION
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On June 30, 1998, the Partnership sold its Northeast Indiana Systems
to an unaffiliated party for a sales price of $23,500,000, subject to normal
closing adjustments. From the sale proceeds, the Partnership repaid all of its
indebtedness, including the $7,500,000 borrowed under its credit facility and
capital lease obligations totaling $120,042, settled working capital
adjustments, and then deposited $1,000,000 into an indemnity escrow account.
The remaining net sale proceeds of approximately $14,915,500 will be distributed
to its limited partners of record as of June 30, 1998, in August 1998. The
distribution from the sale of the Northeast Indiana Systems will provide the
Partnership's limited partners, as a group, $14,915,500, or an approximate
return of $291 for each $500 limited partnership interest, or $582 for each
$1,000 invested in the Partnership. Taking into account prior distributions to
limited partners from the Partnership's operating cash flow and from the net
proceeds from prior system sales and the sale of Northeast Indiana Systems sales
(excluding escrowed proceeds), the limited partners of the Partnership will have
received a total return of $589 for each $500 limited partner interest, or
$1,178 for each $1,000 invested in the Partnership. The sale of the Northeast
Indiana Systems was approved by the holders of a majority of the limited
partnership interests in the Partnership.
For a period of one year following the closing date of June 30, 1998,
$1,000,000 of the sale proceeds will remain in escrow as security for the
Partnership's agreement to indemnify the buyer under the asset purchase
agreement. The Partnership's primary exposure, if any, will relate to the
representations and warranties made about the Northeast Indiana Systems in the
asset purchase agreement. Any amounts remaining from this indemnity escrow
account and not claimed by the buyer at the end of the one-year period will be
returned to and distributed to the limited partners of the Partnership at that
time. If the entire $1,000,000 escrow amount is distributed to the limited
partners, of which there can be no assurance, limited partners would receive
$19.50 for each $500 limited partnership interest, or $39 for each $1,000
invested in the Partnership. The Partnership will continue in existence at
least until any amounts remaining from the indemnity escrow account have been
distributed. Since the Northeast Indiana Systems represented 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, most
likely sometime in 1999.
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
Partnership's customers. In addition, the General Partner will assess the
Partnership's options regarding repair or replacement of affected equipment
during this testing. The General Partner believes that the financial impact
will not be material.
RESULTS OF OPERATIONS
- ---------------------
The Partnership sold its Northeast Indiana Systems on June 30, 1998.
The Partnership will be liquidated and dissolved upon the final distribution of
any amounts remaining from the indemnity escrow account referred to above.
7
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The sale of the Partnership's Northeast Indiana Systems was subject to the
approval of the holders of a majority of the limited partnership interests of
the Partnership. Limited partners of record at the close of business on April
30, 1998 were entitled to notice of, and to participate in, this vote of limited
partners. Following are the results of the vote of the limited partners for the
system sale:
No. of
Interests Approved Against Abstained Did Not Vote
Entitled to -------------- ------------- ----------- ------------
Vote No. % No. % No. % No. %
------------ --- --- --- --- --- --- --- ---
Northeast Indiana Systems 51,276 32,579 63.54 320 .62 615 1.20 17,762 34.64
Item 6. Exhibits and Reports on Form 8-K.
a) Exhibits
27) Financial Data Schedule
b) Reports on Form 8-K
None
8
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 SPACELINK INCOME/GROWTH FUND 1-A, LTD.
BY: JONES INTERCABLE, INC.
General Partner
By: /S/Kevin P. Coyle
--------------------------------------------------
Group Vice President/Finance
(Principal Financial Officer)
Dated: August 13, 1998
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