FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[x] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 1998
[_] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from to
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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
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September 30, December 31,
ASSETS 1998 1997
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CASH $ - $ 146,657
TRADE RECEIVABLES, less allowance for doubtful
receivables of $-0- and $12,965 at September 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)
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- 6,082,230
Franchise costs and other intangible assets, net of
accumulated amortization of $-0- and $9,112,732
at September 30, 1998 and December 31, 1997, respectively - 4,455,263
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Total investment in cable television properties - 10,537,493
DEPOSITS, PREPAID EXPENSES AND OTHER ASSETS 1,000,000 77,615
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Total assets $ 1,000,000 $ 10,944,711
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The accompanying notes to unaudited financial statements
are an integral part of these unaudited balance sheets.
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JONES SPACELINK INCOME/GROWTH FUND 1-A, LTD.
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(A Limited Partnership)
UNAUDITED BALANCE SHEETS
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September 30, December 31,
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) 1998 1997
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LIABILITIES:
Credit facility and capitalized lease
obligations $ - $ 7,620,042
Trade accounts payable and accrued liabilities 226,944 307,207
Subscriber prepayments and deposits - 31,862
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Total liabilities 226,944 7,959,111
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PARTNERS' CAPITAL (DEFICIT):
General Partner -
Contributed capital 1,000 1,000
Distributions (103,950) (103,950)
Accumulated earnings 102,950 85,692
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- (17,258)
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Limited Partners -
Contributed capital, net of related commissions,
syndication costs and interest (51,276 units
outstanding at September 30, 1998 and
December 31, 1997) 21,875,852 21,875,852
Distributions (30,206,680) (15,291,180)
Accumulated earnings (deficit) 9,103,884 (3,581,814)
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773,056 3,002,858
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Total partners' capital (deficit) 773,056 2,985,600
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Total liabilities and partners'
capital (deficit) $ 1,000,000 $ 10,944,711
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The accompanying notes to unaudited financial statements
are an integral part of these unaudited balance sheets.
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JONES SPACELINK INCOME/GROWTH FUND 1-A, LTD.
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(A Limited Partnership)
UNAUDITED STATEMENTS OF OPERATIONS
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For the Three Months For the Nine Months
Ended September 30, Ended September 30,
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1998 1997 1998 1997
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REVENUES $ - $1,367,344 $ 2,919,556 $4,118,279
COSTS AND EXPENSES:
Operating expenses - 688,352 1,747,814 2,118,284
Management fees and allocated administrative
costs from the General Partner - 144,977 327,809 468,630
Depreciation and amortization - 427,192 893,029 1,245,222
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OPERATING INCOME (LOSS) - 106,823 (49,096) 286,143
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OTHER INCOME (EXPENSE):
Interest expense - (170,846) (288,157) (498,120)
Gain on sale of cable television system - - 13,106,602 -
Other, net (62,757) (1,700) (66,393) (14,836)
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Total other income (expense), net (62,757) (172,546) 12,752,052 (512,956)
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NET INCOME (LOSS) $ (62,757) $ (65,723) $12,702,956 $ (226,813)
========= ========== =========== ==========
ALLOCATION OF NET INCOME (LOSS):
General Partner $ - $ (657) $ 17,258 $ (2,268)
========= ========== =========== ==========
Limited Partners $ (62,757) $ (65,066) $12,685,698 $ (224,545)
========= ========== =========== ==========
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT $ (1.22) $ (1.27) $ 247.40 $ (4.38)
========= ========== =========== ==========
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.
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JONES SPACELINK INCOME/GROWTH FUND 1-A, LTD.
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(A Limited Partnership)
UNAUDITED STATEMENTS OF CASH FLOWS
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For the Nine Months
Ended September 30,
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1998 1997
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 12,702,956 $ (226,813)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization 893,029 1,245,222
Gain on sale of cable television system (13,106,602) -
Decrease in trade receivables, net 182,946 11,236
Increase in deposits, prepaid expenses and other assets (163,568) (155,095)
Decrease in trade accounts payable and accrued
liabilities and subscriber prepayments
and deposits (112,125) (57,802)
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Net cash provided by operating activities 396,636 816,748
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (386,202) (632,180)
Proceeds from sale of cable television system, net of escrow 22,378,451 -
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Net cash provided by (used in) investing activities 21,992,249 (632,180)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings - 685,068
Repayment of borrowings (7,620,042) (326,920)
Decrease in accrued distributions - (315,657)
Distribution to limited partners (14,915,500) -
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Net cash provided by (used in) financing activities (22,535,542) 42,491
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Increase (decrease) in cash (146,657) 227,059
Cash, beginning of period 146,657 56,865
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Cash, end of period $ - $ 283,924
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SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 326,494 $ 485,227
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The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
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JONES SPACELINK INCOME/GROWTH FUND 1-A, LTD.
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(A Limited Partnership)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
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(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 September 30, 1998 and
December 31, 1997, its results of operations for the three and nine month
periods ended September 30, 1998 and 1997 and its cash flows for the nine month
periods ended September 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 $14,915,500 were 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 provided 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. The sale of the Northeast Indiana Systems was approved by the
holders of a majority of the limited partnership interests in the Partnership.
Taking into account prior distributions to limited partners from the
Partnership's operating cash flow and from the net proceeds of prior system
sales and the sale of the Northeast Indiana Systems (excluding escrowed
proceeds), the limited partners of the Partnership have received a total return
of $589 for each $500 limited partnership interest, or $1,178 for each $1,000
invested 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 in this indemnity escrow
account and not claimed by the buyer at the end of the one-year period will be
returned to the Partnership. From this amount, the Partnership will pay
approximately $226,944 of post-closing working capital adjustments to the
General Partner and then will distribute the balance to the limited partners.
If this balance is distributed to the limited partners, of which there can be no
assurance, limited partners would receive $15 for each $500 limited partnership
interest, or $30 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 in the third quarter of 1999.
(3) Jones Intercable, Inc. (the "General Partner"), a publicly held Colorado
corporation, manages the Partnership and receives a fee for its services equal
to 5 percent of the gross revenues of the Partnership, excluding revenues from
the sale of cable television systems or franchises. Management fees for the
three and nine month periods ended September 30, 1998 were $-0- and $145,978,
respectively, compared to $68,367 and $205,914, respectively, for the similar
1997 periods. The General Partner has not received and will not receive a
management fee after June 30, 1998.
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
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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 and nine month periods ended September 30,
1998 were $-0- and $181,831, respectively, compared to $76,610 and $262,716,
respectively, for the similar 1997 periods. The Partnership will continue to
reimburse the General Partner for actual expenses of the Partnership until the
Partnership is liquidated and dissolved, but the Partnership will not bear an
allocation of overhead and administrative expenses beyond June 30, 1998.
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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
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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 $14,915,500 were 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 provided 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. The sale of the Northeast Indiana Systems was approved by the
holders of a majority of the limited partnership interests in the Partnership.
Taking into account prior distributions to limited partners from the
Partnership's operating cash flow and from the net proceeds of prior system
sales and the sale of the Northeast Indiana Systems (excluding escrowed
proceeds), the limited partners of the Partnership have received a total return
of $589 for each $500 limited partnership interest, or $1,178 for each $1,000
invested 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 in this indemnity escrow
account and not claimed by the buyer at the end of the one-year period will be
returned to the Partnership. From this amount, the Partnership will pay
approximately $226,944 of post-closing working capital adjustments to the
General Partner and then will distribute the balance to the limited partners.
If this balance is distributed to the limited partners, of which there can be no
assurance, limited partners would receive $15 for each $500 limited partnership
interest, or $30 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 in the third quarter of 1999.
RESULTS OF OPERATIONS
- ---------------------
The Partnership sold its Northeast Indiana Systems on June 30, 1998 and
ceased operations as of such date. The Partnership will be liquidated and
dissolved upon the final distribution of any amounts remaining from the
indemnity escrow account referred to above, most likely in the third quarter of
1999.
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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
Report on Form 8-K dated June 30, 1998, reported that on June
30, 1998, the Partnership sold its Northeast Indiana System to an
unaffiliated party for an aggregate sales price of $23,500,000,
subject to customary closing adjustments.
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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
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Group Vice President/Finance
(Principal Financial Officer)
Dated: November 12, 1998
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