<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 29, 1995
JONES INTERCABLE, INC.
----------------------
(Exact name of registrant as specified in its charter)
Colorado 1-9953 84-0613514
-------- ------ ----------
(State of Organization) (Commission File No.) (IRS Employer
Identification No.)
P.O. Box 3309, Englewood, Colorado 80155-3309 (303) 792-3111
- --------------------------------------------- --------------
(Address of principal executive office and Zip Code) (Registrant's
telephone no.
including area code)
<PAGE> 2
Item 2. Acquisition of Assets
On June 30, 1995, Jones Intercable, Inc., a Colorado corporation
("Intercable") entered into an asset purchase agreement (the "Agreement") with
Columbia Associates, L.P., an unaffiliated Delaware limited partnership
("Columbia"), to acquire the cable television systems serving Dale City, Lake
Ridge, Woodbridge, Fort Belvoir, Triangle, Dumfries, Quantico, Accoquan and
portions of Prince William County, all in the State of Virginia (the "Dale City
System").
On July 15, 1995, Intercable assigned to a subsidiary, Jones
Communications of Virginia, Inc. ("Jones of Virginia"), formerly known as Jones
Intercable of Alexandria, Inc., a Colorado corporation, all of its right, title
and interest as buyer under the Agreement, including but not limited to, the
right to purchase the assets of the Dale City System, and Jones of Virginia
assumed and agreed to pay, discharge and perform all of the obligations and
duties of Intercable under the Agreement.
On November 29, 1995, Jones of Virginia purchased the Dale City System
from Columbia for $123,000,000, subject to customary closing adjustments as
provided by the Agreement. The purchase price was paid from cash on hand and
proceeds from the Company's $500 million credit facility.
Jones of Virginia paid Jones Financial Group, Ltd., an affiliate of
Jones of Virginia and Intercable, a fee of $1,328,400 as compensation for
acting as a financial advisor in connection with this transaction.
The Dale City System has approximately 50,000 subscribers and passes
approximately 64,100 homes.
2
<PAGE> 3
Item 7. Financial Statements and Exhibits
a. Audited Financial Statements of Columbia Communications of
Virginia as of 12/31/93 and 12/31/94 for years ended 12/31/92, 12/31/93 and
12/31/94 and unaudited financial statements for the nine months ended 9/30/94
and 9/30/95.
b. Pro Forma Financial Statements of Jones Intercable, Inc.
c. Financial Data Schedule.
d. Asset Purchase Agreement dated as of June 30, 1995 between
Columbia Associates, L.P. and Jones Intercable, Inc. is incorporated by
reference from the Annual Report on Form 10-K of Jones Intercable, Inc. for
fiscal year ended May 31, 1995 (Exhibit 2.8, Commission File No. 1-9953)
e. Assignment and Assumption Agreement dated as of July 15, 1995
between Jones Intercable, Inc. and Jones Intercable of Alexandria, Inc. (now
known as Jones Communications of Virginia, Inc.) is incorporated by reference
from the Current Report on Form 8-K of Jones Intercable, Inc. dated December 4,
1995.
3
<PAGE> 4
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 hereunto duly authorized.
JONES INTERCABLE, INC.,
a Colorado corporation
Dated: February 1, 1996 By: /s/ Elizabeth M.Steele
-------------------------------
Elizabeth M. Steele
Vice President and Secretary
4
<PAGE> 5
ARTHUR ANDERSEN LLP
COLUMBIA CABLE OF VIRGINIA
(A division of Columbia Associates, L.P.)
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1993 AND 1994;
FOR THE YEARS ENDED DECEMBER 31, 1992, 1993 AND 1994,
TOGETHER WITH REPORT OF
INDEPENDENT PUBLIC ACCOUNTANTS,
AND UNAUDITED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994 AND 1995
<PAGE> 6
ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners of
Columbia Associates, L.P.:
We have audited the financial statements of Columbia Associates, L.P. as of
December 31, 1993 and 1994 and for the three years in the period ended December
31, 1994, and have issued our report thereon dated February 24, 1995. In
connection therewith, we have also audited the statements of assets, liabilities
and control account of Columbia Cable of Virginia (a division of Columbia
Associates, L.P.) as of December 31, 1993 and 1994, and the related statements
of operations and control account and cash flows for the three years in the
period ended December 31, 1994. These financial statements are the
responsibility of the Partnership'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 Columbia Cable of Virginia as
of December 31, 1993 and 1994, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1994 in
conformity with generally accepted accounting principles.
/s/ ARTHUR ANDERSEN LLP
Stamford, Connecticut,
February 24, 1995
(except with respect to the matter
discussed in Note 1 as to which
the date is June 30, 1995)
<PAGE> 7
COLUMBIA CABLE OF VIRGINIA
(A division of Columbia Associates, L.P.)
STATEMENTS OF ASSETS, LIABILITIES AND CONTROL ACCOUNT
<TABLE>
<CAPTION>
December 31, September
-------------------------- 30,
1993 1994 1995
----------- ----------- -----------
(Unaudited)
<S> <C> <C> <C>
ASSETS
------
CASH $ 13,745 $ 313,094 $ 188,160
----------- ----------- -----------
SUBSCRIBER RECEIVABLES, net of allowance for
doubtful accounts of $38,069, $26,725 and $9,667
in 1993, 1994 and 1995, respectively 477,483 327,062 398,465
----------- ----------- -----------
INVESTMENT IN CABLE TELEVISION SYSTEMS (Notes 3 and
4):
Property, plant and equipment, at cost 41,045,116 46,968,973 49,803,327
Less -- Accumulated depreciation (16,102,317) (19,385,557) (22,858,729)
----------- ----------- -----------
24,942,799 27,583,416 26,944,598
Franchising costs, net of accumulated
amortization of $14,527,021, $14,969,419 and
$16,296,275 in 1993, 1994 and 1995,
respectively 10,188,778 8,365,114 7,038,259
Goodwill and other intangible assets, net of
accumulated amortization of $10,332,027,
$5,119,508 and $5,454,909 in 1993, 1994 and
1995, respectively 2,460,723 1,928,200 1,592,800
----------- ----------- -----------
Total investment in cable television
systems 37,592,300 37,876,730 35,575,657
----------- ----------- -----------
OTHER ASSETS, net 559,732 540,687 437,908
----------- ----------- -----------
$38,643,260 $39,057,573 $36,600,190
=========== =========== ===========
LIABILITIES AND CONTROL ACCOUNT
-------------------------------
LIABILITIES:
Accounts payable and accrued expenses $ 1,941,386 $ 1,649,799 $ 1,648,414
Subscriber advance payments and deposits 623,331 635,683 642,638
----------- ----------- -----------
Total liabilities 2,564,717 2,285,482 2,291,052
----------- ----------- -----------
COMMITMENTS AND CONTINGENCIES
(Notes 2 and 6)
CONTROL ACCOUNT, excess of assets over liabilities 36,078,543 36,772,091 34,309,138
----------- ----------- -----------
$38,643,260 $39,057,573 $36,600,190
=========== =========== ===========
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
<PAGE> 8
COLUMBIA CABLE OF VIRGINIA
(A division of Columbia Associates, L.P.)
STATEMENTS OF OPERATIONS AND CONTROL ACCOUNT
<TABLE>
<CAPTION>
Years Ended December 31, Nine Months Ended
---------------------------------------- September, 30
1992 1993 1994 -------------------------
---------- ---------- ---------- 1994 1995
---------- ----------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
REVENUES $18,088,111 $20,208,169 $21,648,114 $15,933,217 $17,338,829
----------- ----------- ----------- ----------- -----------
EXPENSES:
Service costs 5,684,853 6,318,325 6,816,127 5,104,539 5,579,653
Selling, general and administrative
expenses 3,207,004 3,648,997 3,768,984 2,811,672 3,038,097
Indirect expenses 954,755 1,086,325 1,134,691 835,432 883,427
Depreciation and amortization
(Notes 3 and 4) 6,828,214 7,142,091 6,726,392 4,967,383 5,265,421
(Gain) loss on disposal of equipment,
net (Note 4) 576,068 2,097,278 352,986 86,515 (35,129)
----------- ----------- ----------- ----------- -----------
Total expenses 17,250,894 20,293,016 18,799,180 13,805,541 14,731,469
----------- ----------- ----------- ----------- -----------
Net income (loss) 837,217 (84,847) 2,848,934 2,127,676 2,607,360
CONTROL ACCOUNT, beginning of period 41,864,681 39,395,600 36,078,543 36,078,543 36,772,091
ADVANCES TO PARENT (3,306,298) (3,232,210) (2,155,386) (1,861,887) (5,070,313)
----------- ----------- ----------- ----------- -----------
CONTROL ACCOUNT, end of period $39,395,600 $36,078,543 $36,772,091 $36,344,332 $34,309,138
=========== =========== =========== =========== ===========
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
<PAGE> 9
COLUMBIA CABLE OF VIRGINIA
(A division of Columbia Associates, L.P.)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Years Ended December 31, Nine Months Ended
-------------------------------------- September 30,
1992 1993 1994 ------------------------
---------- ---------- ---------- 1994 1995
---------- ----------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 837,217 $ (84,847) $2,848,934 $2,127,676 $2,607,360
---------- ---------- ---------- ---------- ----------
Adjustments to reconcile net income (loss)
to net cash provided by operating
activities:
Depreciation and amortization 6,828,214 7,142,091 6,726,392 4,967,383 5,265,421
(Gain) loss on disposal of equipment,
net 576,068 2,097,278 352,986 86,515 (35,129)
Change in assets and liabilities --
(Increase) decrease in subscriber
receivables (35,850) (106,904) 150,421 348,052 (71,403)
(Increase) decrease in other assets (54,589) (189,964) 18,794 (36,604) 102,779
Increase (decrease) in accounts
payable and accrued expenses 581,277 282,550 (291,587) (295,105) (1,385)
Increase in subscriber advance
payments and deposits 37,214 34,293 12,352 6,645 6,955
---------- ---------- ---------- ---------- ----------
Total adjustments 7,932,334 9,259,344 6,969,358 5,076,886 5,267,238
---------- ---------- ---------- ---------- ----------
Net cash provided by operating
activities 8,769,551 9,174,497 9,818,292 7,204,562 7,874,598
---------- ---------- ---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in investment in existing cable
television systems (5,893,508) (6,116,220) (7,471,571) (5,301,389) (2,985,798)
Proceeds on disposal of equipment 122,477 76,806 108,014 102,189 56,579
---------- ---------- ---------- ---------- ----------
Net cash used in investing
activities (5,771,031) (6,039,414) (7,363,557) (5,199,200) (2,929,219)
---------- ---------- ---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances to parent (3,306,298) (3,232,210) (2,155,386) (1,861,887) (5,070,313)
---------- ---------- ---------- ---------- ----------
Net cash used in financing
activities (3,306,298) (3,232,210) (2,155,386) (1,861,887) (5,070,313)
---------- ---------- ---------- ---------- ----------
Net increase (decrease) in cash (307,778) (97,127) 299,349 143,475 (124,934)
CASH, beginning of period 418,650 110,872 13,745 13,745 313,094
---------- ---------- ---------- ---------- ----------
CASH, end of period $ 110,872 $ 13,745 $ 313,094 $ 157,220 $ 188,160
========== ========== ========== ========== ==========
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
<PAGE> 10
COLUMBIA CABLE OF VIRGINIA
(A division of Columbia Associates, L.P.)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1992, 1993 AND 1994
(Information Pertaining to the Nine Months Ended
September 30, 1994 and 1995 is Unaudited.)
(1) Partnership Formation and Sale:
Columbia Cable of Virginia ("Virginia") is a division of Columbia
Associates, L.P. (the "Partnership"). The Partnership is a limited
partnership which was formed on March 7, 1985, under the laws of the State
of Delaware and which operates under the terms of the Amended and Restated
Agreement of Limited Partnership (the "Partnership Agreement") dated as of
June 2, 1992. The Partnership will continue until March 1, 1995 unless
previously dissolved in accordance with the terms of the Partnership
Agreement. The partners are presently contemplating an extension of
the Partnership Agreement.
On June 30, 1995, the Partnership entered into an agreement to sell
substantially all the assets and certain of the liabilities of Virginia
for $123 million, subject to closing adjustments. The Partnership expects
the sale to be completed in 1995.
(2) Cable Regulation
On October 5, 1992, Congress enacted the Cable Television consumer
Protection and Competition Act of 1992 (the "Act") which, among other
things, expanded governmental regulation of rates for basic and other
cable services. Pursuant to the Act, the Federal Communications Commission
(the "FCC") issued regulations in April 1993. The FCC's regulations
require rates for equipment to be cost-based. Rates for basic and any
regulated tiers of service were to be based on, at the election of the
cable operator, either the FCC's benchmark rates or a cost-of-service
showing based upon interim standards adopted by the FCC.
Rate regulation for basic service is enforceable by the local franchise
authorities. The local franchise authorities in the franchises in which
Virginia operates have not yet sought FCC certification to regulate basic
service rates, and therefore Virginia is not subject to the provisions
under the Act regarding rate regulation. Despite the absence of regulation
by local franchise authorities, Virginia believes they are in compliance
with the Act and with current regulations.
<PAGE> 11
(3) Significant Accounting Policies:
Basis of financial statement presentation --
Virginia's financial statements include all the direct costs of operating
the business. Costs specifically incurred by the Partnership on behalf of
Virginia were directly included in selling, general and administrative
expenses and service costs. Costs which were not incurred specifically for
any of the Partnership's divisions were allocated to Virginia based on
Virginia's total subscribers as a percentage of the Partnership's total
subscribers. All the indirect costs incurred by the Partnership which have
been allocated to Virginia have been included as "indirect expenses" in
the accompanying statements of operations and control account. Management
believes the foregoing allocations were made on a reasonable basis.
Nonetheless, the financial information included herein may not necessarily
reflect the financial position and results of operations of Virginia in
the future or what the financial position or results of operations of
Virginia would have been as a separate stand-alone entity.
The control account consists of accumulated earnings/losses, allocated
expenses from the Partnership, as well as any payable/receivable balance
due to/from the Partnership resulting from cash transfers. No provision
for interest has been made to the control account. Set forth below is an
analysis of the control account for the years ended December 31, 1993 and
1994, and for the nine months ended September 30, 1995:
<TABLE>
<S> <C>
Control account -- December 31, 1992 $ 39,395,600
Net loss -- 1993 (84,847)
Cash transfers to the Partnership (19,771,609)
Cash transfers from the Partnership 12,030,000
Direct and indirect expenses 4,509,399
------------
Control account -- December 31, 1993 36,078,543
Net income -- 1994 2,848,934
Cash transfers to the Partnership (21,464,242)
Cash transfers from the Partnership 14,410,000
Direct and indirect expenses 4,898,856
------------
Control account -- December 31, 1994 36,772,091
Net income -- September 30, 1995 2,607,360
Cash transfers to the Partnership (17,136,801)
Cash transfers from the Partnership 8,200,023
Direct and indirect expenses 3,866,465
------------
Control account -- September 30, 1995 $ 34,309,138
============
</TABLE>
<PAGE> 12
The average balance outstanding of the control account was approximately
$37,700,000, $36,400,000 and $35,500,000 during the years ended December
31, 1993 and 1994, and for the nine months ended September 30, 1995,
respectively.
Property, plant and equipment --
Property, plant and equipment is recorded at purchased cost, together with
labor and indirect labor costs amounting to approximately $324,000 and
$323,000 in 1993 and 1994, respectively.
Intangible assets --
Franchise costs include the assigned fair value of the franchises from
purchased cable television systems and the costs of original franchise
applications, which are deferred until the franchise has been granted, at
which time such costs are amortized. All costs related to unsuccessful
franchise applications are charged to expense when it is determined that
the efforts to obtain the franchises were unsuccessful.
Franchise costs are amortized over the remaining franchise life, while
goodwill is amortized over ten years and other intangible assets
(primarily subscriber lists) are amortized over the average period that a
subscriber is expected to remain connected to the cable system.
Amortization of franchise costs, goodwill and other intangible assets
amounted to approximately $1,867,000, $455,000 and $868,000, respectively,
in 1992, approximately $1,858,000, $464,000 and $822,000, respectively, in
1993 and approximately $1,822,000, $455,000 and $78,000, respectively
in 1994.
Revenue recognition --
Revenues are recognized as the services are provided.
Interim financial statements --
In the opinion of Virginia, the accompanying unaudited financial
statements contain all adjustments, all of which are of a normal recurring
nature, necessary to present fairly the financial position of Virginia as
of September 30, 1995 and the results of its operations and changes in its
cash flows for the nine month periods ended September 30, 1994 and
1995.
<PAGE> 13
(4) Property, plant and equipment:
As of December 31, 1993 and 1994, property, plant and equipment consisted
of:
<TABLE>
<CAPTION>
1993 1994
---------- ----------
<S> <C> <C>
Cable systems and equipment $36,918,981 $41,755,287
Land, buildings and improvements 2,049,894 2,926,213
Furniture and fixtures 1,204,688 1,353,968
Vehicles 871,553 933,505
----------- -----------
$41,045,116 $46,968,973
=========== ===========
</TABLE>
Depreciation is calculated on a straight-line basis over the following
useful lives:
<TABLE>
<S> <C>
Cable systems and equipment 5 to 15 years
Buildings and improvements 15 to 20 years
Furniture and fixtures 5 to 10 years
Vehicles 5 years
</TABLE>
In 1992, 1993 and 1994, Virginia invested approximately $2,452,000,
$2,827,000 and $3,557,000, respectively, to replace existing cable systems
and equipment. As a result, Virginia recorded writeoffs in 1992, 1993 and
1994 on the disposal of the existing cable systems and equipment of
approximately $577,000, $2,063,000 and $103,000, respectively, which was
included in (gain) loss on disposal of equipment, net.
(5) Salary Deferral Plan:
The Partnership established a salary deferral plan ("the Plan") in
accordance with Internal Revenue Code Section 401(k), as amended, in 1989.
The Plan provides for discretionary and matching contributions by Virginia
on behalf of participating employees. Discretionary and matching
contributions totaled approximately $94,000, $105,000 and $109,000 in
1992, 1993 and 1994, respectively.
(6) Commitments:
Under various lease and rental agreements, Virginia had rental expense of
approximately $30,000, $26,000 and $30,000 in 1992, 1993 and 1994,
respectively. Approximate future minimum annual payments under these
agreements are as follows:
<TABLE>
<S> <C>
1995 $11,000
1996 7,000
1997 1,000
</TABLE>
In addition, Virginia rents access to utility poles in its operations
generally under short-term, but recurring, agreements. Total rental
expense for utility poles was approximately $24,000, $26,000 and $47,000
in 1992, 1993 and 1994, respectively.
<PAGE> 14
UNAUDITED PRO FORMA CONSOLIDATED
FINANCIAL STATEMENTS
On November 29, 1995, Jones Intercable, Inc. (the "Company") purchased the
cable television system serving Dale City, Lake Ridge, Woodbridge, Fort Bevoir,
Triangle, Dumfries, Quantico, Accoquan and portions of Prince William County,
all in the state of Virginia (the "Dale City System") from an unaffiliated
party. The purchase price was $123,000,000, subject to normal closing
adjustments. The purchase was funded by cash on hand and $30,000,000 of
borrowings available under the Company's credit facility. The Dale City System
passes approximately 64,100 homes and serves approximately 50,000 basic
subscribers. The Company paid Jones Financial Group, Ltd. ("Financial Group"),
a subsidiary of Jones International, Ltd., a fee of $1,328,400 for acting as
the Company's financial advisor in connection with this transaction.
The following Unaudited Pro Forma Consolidated Financial Statements do not
include an Unaudited Pro Forma Balance Sheet because the effect of the purchase
of the Dale City System was included in the Company's November 30, 1995
Unaudited Consolidated Balance Sheet filed as part of the Company's November
30, 1995 Form 10-Q. The Unaudited Pro Forma Consolidated Statements of
Operations reflect to the purchase of the Dale City System as well as the
purchases of the cable television system serving Augusta, Georgia (the "Augusta
System") and the cable television system serving areas in and around Manassas,
Virginia (the "Manassas System"). The Augusta System was purchased on October
20, 1995 and the Manassas System was purchased on January 10, 1996. The
Unaudited Pro Forma Consolidated Statement of Operations assumes all three
purchases occurred June 1, 1994.
The Dale City System was purchased with cash on hand and $30,000,000 of
borrowings available under the Company's credit facility. The Augusta System
was purchased with cash on hand. The Manassas System was purchased with
borrowings available under the Company's credit facility.
The Unaudited Pro Forma Statements of Operations should be read on
conjunction with the Notes to Unaudited Financial Statements. The Unaudited
Pro Forma Statements of Operations are based on historical data and may not be
indicative of actual results obtained due to these transactions.
<PAGE> 15
JONES INTERCABLE, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
For the six months ended November 30, 1995
<TABLE>
<CAPTION>
As Pro Forma Adjustments
Reported ------------------------------------------------
11/30/95 Augusta Dale City Manassas Total
-------- ------- --------- -------- -----
(In Thousands Except Per Share Data)
<S> <C> <C> <C> <C> <C>
REVENUES FROM CABLE
TELEVISION OPERATIONS:
Cable Television Revenue
Subscriber service fees $ 66,002 $ 11,500 $ 11,560 $ 6,783 $ 95,845
Management fees 10,854 (575) - - 10,279
Non-cable Revenue 16,597 - - - 16,597
---------- ---------- ---------- ---------- ----------
TOTAL REVENUES 93,453 10,925 11,560 6,783 122,721
COSTS AND EXPENSES:
Cable Television Expenses
Operating expenses 36,747 5,683 5,744 3,482 51,656
General and administrative
expenses 4,862 705 700 475 6,742
Non-cable operating, general
and administrative 16,518 - - - 16,518
Depreciation and amortization 27,405 6,067 6,150 3,500 43,122
---------- ---------- ---------- ---------- ----------
OPERATING INCOME 7,921 (1,530) (1,034) (674) 4,683
OTHER INCOME (EXPENSE):
Interest expense (26,419) - (1,050) (2,485) (29,954)
Equity in income (losses)
of affiliated entities 246 - - - 246
Interest income 7,505 (3,010) (2,790) - 1,705
Other, net 428 - - - 428
---------- ---------- ---------- ---------- ----------
INCOME (LOSS) BEFORE
INCOME TAXES AND
EXTRAORDINARY ITEM (10,319) (4,540) (4,874) (3,159) (22,892)
Income tax provision - - - - -
---------- ---------- ---------- ---------- ----------
INCOME (LOSS) BEFORE
EXTRAORDINARY ITEM (10,319) (4,540) (4,874) (3,159) (22,892)
Extraordinary item - loss
on early extinguishment
of debt (692) - - - (692)
---------- ---------- ---------- ---------- ----------
NET INCOME (LOSS) $ (11,011) $ (4,540) $ (4,874) $ (3,159) $ (23,584)
========== ========== ========== ========== ==========
EARNINGS PER SHARE
Income (loss) before
extraordinary item $ (.12) $ (.75)
Extraordinary item (.02) (.02)
---------- ----------
$ (.14) $ (.77)
========== ==========
</TABLE>
<PAGE> 16
JONES INTERCABLE, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
For the year ended May 31, 1995
<TABLE>
<CAPTION>
As Pro Forma Adjustments
Reported ------------------------------------------------
5/31/95 Augusta Dale City Manassas Total
-------- ------- --------- -------- -----
(In Thousands Except Per Share Data)
<S> <C> <C> <C> <C> <C>
REVENUES FROM CABLE
TELEVISION OPERATIONS:
Cable Television Revenue
Subscriber service fees $ 114,020 $ 26,956 $ 21,648 $ 13,565 $ 176,189
Management fees 19,508 (1,348) - - 18,160
Non-cable Revenue 17,418 - - - 17,418
--------- --------- --------- --------- ---------
TOTAL REVENUES 150,946 25,608 21,948 13,565 211,767
COSTS AND EXPENSES:
Cable Television Expenses
Operating expenses 64,714 13,933 10,584 6,963 96,194
General and administrative
expenses 7,887 2,045 1,515 949 12,396
Non-cable operating, general
and administrative 18,996 - - - 18,996
Depreciation and amortization 45,897 15,600 12,300 7,000 80,797
--------- --------- --------- --------- ---------
OPERATING INCOME 13,452 (5,970) (2,751) (1,347) 3,384
OTHER INCOME (EXPENSE):
Interest expense (39,939) (530) (8,610) (4,970) (54,049)
Equity in income (losses)
of affiliated entities (2,981) - - - (2,981)
Gain on sale of assets 15,496 - - - 15,496
Interest income 9,652 (8,500) - - 1,152
Other, net 319 - - - 319
--------- --------- --------- --------- ---------
INCOME (LOSS) BEFORE
INCOME TAXES (4,001) (15,000) (11,361) (6,317) (36,679)
Income tax provision
--------- --------- --------- --------- ---------
NET INCOME (LOSS) $ (4,001) $ (15,000) $ (11,361) $ (6,317) $ (36,679)
========= ========= ========= ========= =========
EARNINGS PER SHARE $ (.16) $ (1.48)
========= =========
</TABLE>
<PAGE> 17
NOTES TO UNAUDITED PRO FORMA
FINANCIAL STATEMENTS
(1) The Unaudited Pro Forma Consolidated Statements of Operations were
prepared to reflect the purchase of the Dale City System, the Augusta System
and the Manassas System. The Dale City System was purchased on November 29,
1995. The Augusta System was purchased on October 20, 1995. The Manassas
System was purchased on January 10, 1996. The Unaudited Pro Forma Consolidated
Statements of Operations assumes the three purchases had occurred on June 1,
1994.
(2) The basis for the Unaudited Pro Forma Consolidated Statements of
Operations are the historical financials of the Company, the Dale City System,
the Augusta System and the Manassas System. The depreciation and amortization
of the acquired systems has been adjusted to reflect the Company's basis in the
assets. Interest expense and interest income have been adjusted as a result of
changes in debt balances and cash due to the above transactions. In addition,
management fee revenue has been reduced to reflect the sale of the Augusta
System to the Company from Cable TV Fund 12- B, Ltd., one of the Company's
managed limited partnerships.
<PAGE> 18
EXHIBIT INDEX
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAY-31-1996
<PERIOD-START> JUN-01-1995
<PERIOD-END> NOV-30-1995
<CASH> 4,842
<SECURITIES> 0
<RECEIVABLES> 13,830
<ALLOWANCES> 1,070
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 471,373
<DEPRECIATION> (168,629)
<TOTAL-ASSETS> 848,336
<CURRENT-LIABILITIES> 0
<BONDS> 492,461
0
0
<COMMON> 313
<OTHER-SE> 296,748
<TOTAL-LIABILITY-AND-EQUITY> 848,336
<SALES> 0
<TOTAL-REVENUES> 93,453
<CGS> 0
<TOTAL-COSTS> 85,532
<OTHER-EXPENSES> (8,179)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 26,419
<INCOME-PRETAX> (10,319)
<INCOME-TAX> 0
<INCOME-CONTINUING> (10,319)
<DISCONTINUED> 0
<EXTRAORDINARY> (692)
<CHANGES> 0
<NET-INCOME> (11,011)
<EPS-PRIMARY> (.35)
<EPS-DILUTED> 0
</TABLE>
