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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 November 30, 1995
[ ] 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 1-9953
JONES INTERCABLE, INC.
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Exact name of registrant as specified in charter
Colorado #84-0613514
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State of incorporation 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 (l) has filed all reports
required to be filed by Section l3 or l5(d) of the Securities Exchange Act of
l934 during the preceding l2 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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Shares outstanding of each of the registrant's classes of Common Stock, as of
January 2, 1996.
5,113,021 Common Stock, $.01 par value
26,158,305 Class A Common Stock $.01 par value
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JONES INTERCABLE, INC. AND SUBSIDIARIES
I N D E X
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Page
Number
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PART I. FINANCIAL INFORMATION.
Item 1. Financial Statements
Unaudited Consolidated Balance Sheets
November 30, 1995 and May 31, 1995 3
Unaudited Consolidated Statements of Operations
Three and Six Months Ended November 30, 1995 and 1994 5
Unaudited Consolidated Statements of Cash Flows
Six Months Ended November 30, 1995 and 1994 6
Notes to Unaudited Consolidated Financial Statements
November 30, 1995 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 12
PART II. OTHER INFORMATION.
Item 1. Legal Proceedings 18
Item 6. Exhibits and Reports on Form 8-K 18
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UNAUDITED CONSOLIDATED Jones Intercable, Inc.
BALANCE SHEETS and Subsidiaries
As of November 30 and May 31, 1995
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November 30 May 31
ASSETS (Stated in Thousands)
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CASH AND CASH EQUIVALENTS $ 4,842 $ 271,311
RECEIVABLES:
Trade receivables, net of allowance for
doubtful accounts of $1,070,000 in November
and $695,700 in May 13,830 10,220
Affiliated entities 14,760 9,869
Other 3,721 3,668
INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment, at cost 471,393 360,275
Less-accumulated depreciation (168,629) (154,945)
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302,764 205,330
Franchise costs, net of accumulated
amortization of $114,845,000 in November
and $107,025,000 in May 214,310 74,235
Cost in excess of interests in net assets
purchased, net of accumulated amortization
of $8,549,000 in November and $7,923,000 in May 60,914 61,540
Noncompete agreement, net of accumulated
amortization of $1,347,000 in November and
$1,273,000 in May 333 407
Subscriber lists, net of accumulated
amortization of $41,873,000 in November and
$39,354,000 in May 36,275 14,434
Investments in domestic cable television partnerships
and affiliates 43,870 43,447
Investment in Bell Cablemedia plc 99,613 57,109
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TOTAL INVESTMENT IN CABLE TELEVISION PROPERTIES 758,079 456,502
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DEFERRED TAX ASSET, net of valuation
allowance of $17,729,000 in November and
$37,376,000 in May 3,862 3,862
DEPOSITS, PREPAID EXPENSES AND OTHER ASSETS 49,242 44,339
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TOTAL ASSETS $ 848,336 $ 779,771
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The accompanying notes to unaudited consolidated financial
statements are an integral part of these balance sheets.
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UNAUDITED CONSOLIDATED Jones Intercable, Inc.
BALANCE SHEETS and Subsidiaries
As of November 30 and May 31, 1995
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November 30 May 31
LIABILITIES AND SHAREHOLDERS' INVESTMENT (Stated in Thousands)
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LIABILITIES:
Accounts payable and accrued liabilities $ 53,158 $ 47,338
Subscriber prepayments and deposits 5,656 5,638
Subordinated debentures and other debt 462,461 481,358
Credit facility 30,000 -
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TOTAL LIABILITIES 551,275 534,334
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SHAREHOLDERS' INVESTMENT:
Class A Common Stock, $.01 par value, 60,000,000
shares authorized; 26,158,305 shares issued
at November 30 and May 31 262 262
Common Stock, $.01 par value, 5,550,000 shares
authorized; 5,113,021 shares issued
at November 30 and May 31 51 51
Additional paid-in capital 394,551 394,420
Unrealized holding gain on marketable securities 42,504 -
Accumulated deficit (140,307) (129,296)
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TOTAL SHAREHOLDERS' INVESTMENT 297,061 265,437
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TOTAL LIABILITIES AND SHAREHOLDERS' INVESTMENT $ 848,336 $ 799,771
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The accompanying notes to unaudited consolidated financial
statements are an integral part of these balance sheets.
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UNAUDITED CONSOLIDATED Jones Intercable, Inc.
STATEMENTS OF OPERATIONS and Subsidiaries
For the three and six months ended November 30, 1995 and 1994
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For the Three Months Ended For the Six Months Ended
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November 30, November 30, November 30, November 30,
1995 1994 1995 1994
(In Thousands Except Per Share Data)
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REVENUES FROM CABLE
TELEVISION OPERATIONS:
Cable Television Revenue
Subscriber service fees $ 34,708 $ 25,309 $ 66,002 $ 50,722
Management fees 5,445 4,562 10,854 9,066
Non-cable Revenue 10,042 2,891 16,597 5,402
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TOTAL REVENUES 50,195 32,762 93,453 65,190
COSTS AND EXPENSES:
Cable Television Expenses
Operating expenses 19,271 13,684 37,497 27,850
General and administrative expenses* 2,078 2,113 4,112 3,671
Non-cable operating, general and
administrative 9,710 3,053 16,518 5,890
Depreciation and amortization 13,828 10,627 27,405 21,639
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OPERATING INCOME 5,308 3,285 7,921 6,140
OTHER INCOME (EXPENSE):
Interest expense (13,051) (9,047) (26,419) (18,329)
Gain on sale of assets - - - 15,496
Equity in income (losses) of affiliated entities 1,169 (370) 246 (917)
Interest income 2,412 1,056 7,505 2,197
Other, net 263 (139) 428 491
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INCOME (LOSS) BEFORE INCOME TAXES
AND EXTRAORDINARY ITEMS (3,899) (5,215) (10,319) 5,078
Income tax benefit - - - -
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INCOME (LOSS) BEFORE EXTRAORDINARY
ITEMS (3,899) (5,215) (10,319) 5,078
Extraordinary item - loss on early extinguishment
of debt (692) - (692) -
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NET INCOME (LOSS) $ (4,591) $ (5,215) $ (11,011) $ 5,078
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EARNINGS PER SHARE
Income (loss) before extraordinary items $ (.12) $ (.26) $ (.33) $ .26
Extraordinary item (.02) - (.02) -
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$ (.14) $ (.26) $ (.35) $ .26
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AVERAGE NUMBER OF CLASS A
COMMON AND COMMON SHARES
OUTSTANDING 31,271 19,730 31,271 19,730
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* Of the total general and administrative expenses, approximately $665,000 and
$752,000 for the three months ended November 30, 1995 and 1994, respectively,
and approximately $1,183,000 and $1,629,000 for the six months ended November
30, 1995 and 1994, respectively, represent related party expenses.
The accompanying notes to unaudited consolidated financial
statements are an integral part of these statements.
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UNAUDITED CONSOLIDATED Jones Intercable, Inc.
STATEMENTS OF CASH FLOWS and Subsidiaries
For the six months ended November 30, 1995 and 1994
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For the Six Months Ended
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November 30, November 30,
1995 1994
(Stated in Thousands)
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (11,011) $ 5,078
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Gain on sale of assets - (15,496)
Depreciation and amortization 27,405 21,639
Decrease (increase) in trade receivables (3,610) 36
Equity in (income) losses of affiliated entities (246) 917
Class A stock option expense 131 131
Increase in other receivables,
deposits, prepaid expenses and other assets (8,128) (1,297)
Increase in accounts payable,
accrued liabilities and subscriber
prepayments and deposits 6,026 3,653
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Net cash provided by operating activities 10,567 14,661
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (30,837) (15,383)
Purchase of cable television systems (252,396) -
Sale of cable television system - 35,587
Investments in cable television partnerships
and affiliates (121) (7,591)
Deferred acquisition costs - (2,696)
Other, net 577 1,534
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Net cash used in investing activities (282,777) 11,451
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CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of debt - (41,500)
Proceeds from borrowings 30,000 16,500
Redemption of Convertible Debentures (19,368) -
Increase in accounts receivable from
affiliated entities (4,891) (2,729)
Other, net - 11
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Net cash provided by financing activities 5,741 (27,718)
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Increase (Decrease) In Cash and Cash Equivalents (266,469) (1,606)
Cash and Cash Equivalents, beginning of period 271,311 4,239
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Cash and Cash Equivalents, end of period $ 4,842 $ 2,633
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The accompanying notes to unaudited consolidated financial
statements are an integral part of these statements.
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NOTES TO UNAUDITED CONSOLIDATED Jones Intercable, Inc.
FINANCIAL STATEMENTS and Subsidiaries
(1) This Form 10-Q is being filed by Jones Intercable, Inc. and its
subsidiaries (the "Company"), including Jones Cable Holdings, Inc. ("JCH"), a
new wholly-owned subsidiary that ultimately will own a majority of the cable
television assets of Jones Intercable, Inc. 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 fair
presentation of the Balance Sheets, Statements of Operations and Statements of
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
Company's financial position at November 30, 1995 and May 31, 1995 and its
results of operations and cash flows for the three and six months ended
November 30, 1995 and 1994. Results of operations for these periods are not
necessarily indicative of results to be expected for the full year.
(2) On October 20, 1995, the Company purchased the cable television
system serving areas in and around Augusta, Georgia (the "Augusta System") from
Cable TV Fund 12-B, Ltd. ("Fund 12-B"), one of the Company's managed limited
partnerships. The purchase price was $142,618,000, subject to normal closing
adjustments. The purchase price was determined by averaging three separate
independent appraisals of the fair market value of the Augusta System. The
Company, as general partner of Fund 12-B, received a distribution from Fund
12-B of $13,222,000 upon the closing of this transaction. Such distribution
reduced the Company's basis in the assets of the Augusta System. The Augusta
System passes approximately 102,000 homes and serves approximately 67,000 basic
subscribers. Funding for this transaction was provided by cash on hand.
On November 29, 1995, 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 borrowings available under the
Company's credit facility. 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. All fees paid to Financial Group by the Company are based
upon 90% of the estimated commercial rate charged by unaffiliated brokers. The
Dale City System passes approximately 64,100 homes and serves approximately
50,000 basic subscribers.
On January 10, 1996, the Company purchased the cable television
systems serving Manassas, Manassas Park, Haymarket and portions of
unincorporated Prince William County, all in the State of Virginia (the
"Manassas System") from an unaffiliated party. The purchase price of the
Manassas System was $71,000,000, subject to normal closing adjustments. The
purchase was funded by borrowings available under the Company's credit
facility. The Company paid Financial Group a fee of $896,000 upon closing of
this transaction for acting as the Company's financial advisor in connection
with this transaction. All fees paid to Financial Group by the Company are
based upon 90% of the estimated commercial rate charged by unaffiliated
brokers. The Manassas System passes approximately 39,000 homes and serves
approximately 26,000 basic subscribers.
The pro forma effect of the three above-described acquisitions on the
Company's results of operations for the six months ended November 30, 1995 are
presented in the following unaudited tabulation:
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For the six months ended November 30, 1995:
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As Reported Adjustments Pro Forma
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Revenues $ 93,453 $ 29,268 $ 122,721
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Operating Income $ 7,921 $ (2,763) $ 5,158
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Net Loss $ (11,011) $ (12,098) $ (23,109)
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Earnings Per Share $ (.35) $ (.74)
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The pro forma effect of the three above-described acquisitions and
the acquisition of the assets of Jones Spacelink, Ltd. in December 1994 on the
Company's results of operations for the six months ended November 30, 1994 are
presented in the following unaudited tabulation:
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For the six months ended November 30, 1994:
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As Reported Adjustments Pro Forma
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Revenues $ 65,190 $ 48,593 $ 113,783
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Operating Income $ 6,140 $ (5,223) $ 917
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Net Income (Loss) $ 5,078 $ (19,054) $ (13,976)
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Earnings Per Share $ .26 $ (.71)
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(3) On August 11, 1995, the Company entered into a purchase and sale
agreement with IDS/Jones Growth Partners 87- A, Ltd., one of the Company's
managed limited partnerships, to acquire from such partnership the cable
television system serving areas in and around Carmel, Indiana (the "Carmel
System"). The purchase price is $44,235,333, which is the average of three
separate independent appraisals of the fair market value of the Carmel System.
The Carmel System passes approximately 24,400 homes and serves approximately
18,500 basic subscribers. The Company expects to acquire and then transfer the
Carmel System, along with certain other properties, to an unaffiliated cable
television system operator during the first half of 1996, as discussed below.
On August 11, 1995, the Company entered into a purchase and sale
agreement with Jones Cable Income Fund 1-B, Ltd., one of the Company's managed
limited partnerships, to acquire from such partnership the cable television
system serving areas in and around Orangeburg, South Carolina (the "Orangeburg
System"). The purchase price is $18,347,667, which is the average of three
separate independent appraisals of the fair market value of the Orangeburg
System. The Orangeburg System passes approximately 16,530 homes and services
approximately 12,000 basic subscribers. The Company expects to acquire and
then to transfer the Orangeburg System, along with certain other properties, to
an unaffiliated cable television system operator during the first half of 1996,
as discussed below.
On August 11, 1995, the Company entered into a purchase and sale
agreement with the Cable TV Fund 12-BCD Venture (the "Venture"), a joint
venture of three of the Company's managed limited partnerships, to acquire from
the Venture the cable television system serving areas in and around Tampa,
Florida (the "Tampa System"). The purchase price is $110,395,667, which is the
average of three separate independent appraisals of the fair market value of
the Tampa System. The Tampa System passes approximately 125,000 homes and
serves approximately 62,500 basic subscribers. The Company expects to acquire
and then to transfer the Tampa System, along with certain other properties, to
an unaffiliated cable television system during the first half of 1996, as
discussed below.
On August 11, 1995, the Company entered into an asset exchange
agreement (the "TWEAN Exchange Agreement") with Time Warner
Entertainment-Advance/Newhouse Partnership ("TWEAN"), an unaffiliated cable
television system operator. Pursuant to the TWEAN Exchange Agreement, the
Company will convey to TWEAN the Carmel System, the Orangeburg System and the
Tampa System and cash in the amount of $3,500,000 (subject to normal closing
adjustments). In return, the Company will receive from TWEAN the cable
television systems serving Andrews Air Force Base, Capitol Heights, Cheltenham,
District Heights, Fairmount Heights, Forest Heights, Morningside, Seat
Pleasant, Upper Marlboro, and portions of Prince George's County, all in
Maryland (the "Prince George's County System"), and portions of Fairfax County,
Virginia (the "Reston System"). These systems serve approximately 85,000
subscribers.
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The closing of the transaction contemplated by the TWEAN Exchange
Agreement is subject to customary closing conditions, including obtaining
necessary governmental and other third party consents. The parties intend to
complete the transaction during the first half of 1996, but there can be no
assurance that all conditions will be satisfied or waived by that time. Either
party may terminate the TWEAN Exchange Agreement if the transaction is not
completed on or before June 30, 1996. The Company will pay Financial Group a
$1,668,000 fee upon the completion of the TWEAN Exchange Agreement as
compensation to it for acting as the Company's financial advisor. All fees
paid to Financial Group by the Company are based upon 90% of the estimated
commercial rate charged by unaffiliated brokers.
The closings of the Company's acquisitions of the Carmel System, the
Orangeburg System and the Tampa System are not contingent upon the closing of
the TWEAN exchange.
(4) On September 5, 1995, the Company entered into an asset purchase
agreement with Cable TV Joint Fund 11, a joint venture (the "Venture") among
Cable TV Fund 11-A, Ltd., Cable TV Fund 11-B, Ltd., Cable TV Fund 11-C, Ltd.
and Cable TV Fund 11-D, Ltd., Colorado limited partnerships managed by the
Company, to acquire from the Venture the cable television system serving the
City of Manitowoc, Wisconsin (the "Manitowoc System"). The purchase price is
$15,735,667, which is the average of three separate independent appraisals of
the fair market value of the Manitowoc System. The closing of this transaction
is contingent upon the City of Manitowoc's approval of the transfer of the
City of Manitowoc cable television franchise and the approval of the
transaction by a majority of the limited partners of each of the four
partnerships that form the Venture. The Company, as general partner of the
partnerships which form the Venture, will receive a distribution of
approximately $3,900,000 upon the closing of this transaction. The Manitowoc
System passes approximately 15,400 homes and serves approximately 10,500 basic
subscribers. The Company expects to acquire and then to trade the Manitowoc
System, along with certain other properties, to an unaffiliated cable
television system operator during the first half of 1996, as discussed below.
On September 5, 1995, the Company entered into an asset purchase
agreement with Jones Spacelink Income Partners 87-1, L.P., a Colorado limited
partnership managed by the Company, to acquire from that partnership the cable
television systems serving the communities of Lodi, Burbank, Lafayette
Township, New London, Bailey Lakes, Savannah Shreve, Jeromesville, West
Lafayette, Loudonville, Perrysville, Creston, Gloria Glens, Sterling, Seville,
Westfield Center, Chippewa, Lake Area, Rittman, West Salem, Bloomville,
Spencer, Polk and Congress, all in the State of Ohio (the "Lodi System"). The
purchase price is $25,706,000, which is the average of three separate
independent appraisals of the fair market value of the Lodi System. The Lodi
System passes approximately 20,600 homes and serves approximately 14,700 basic
subscribers. The Company expects to acquire and then to trade the Lodi System,
along with certain other properties, to an unaffiliated cable television system
operator during the first half of 1996, as discussed below.
On September 5, 1995, the Company entered into an asset purchase
agreement with Jones Spacelink Income/Growth Fund 1-A, Ltd., a Colorado limited
partnership managed by the Company, to acquire from that partnership the cable
television system serving the areas in and around Ripon, Wisconsin (the "Ripon
System"). The purchase price is $3,712,667, which is the average of three
separate independent appraisals of the fair market value of the Ripon System.
The Ripon System passes approximately 2,500 homes and serves approximately
2,450 basic subscribers. The Company expects to acquire and then to trade the
Ripon System, along with certain other properties, to an unaffiliated cable
television system operator during the first half of 1996, as discussed below.
On September 5, 1995, the Company entered into a second asset
purchase agreement with Jones Spacelink Income/Growth Fund 1-A, Ltd. to acquire
from that partnership the cable television system serving the areas in and
around Lake Geneva, Wisconsin (the "Lake Geneva System"). The purchase price
is $6,345,667, which is the average of three separate independent appraisals of
the fair market value of the Lake Geneva System. The Lake Geneva System passes
approximately 5,400 homes and serves approximately 3,400 basic subscribers.
The Company expects to acquire and then to trade the Lake Geneva System, along
with
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certain other properties, to an unaffiliated cable television system operator
during the first half of 1996, as discussed below.
On September 1, 1995, the Company entered into an asset exchange
agreement (the "Time Warner Exchange Agreement") with Time Warner Entertainment
Company, L.P. ("Time Warner"), an unaffiliated cable television operator.
Pursuant to the Time Warner Exchange Agreement, the Company will convey to Time
Warner the cable television system serving Hilo, Hawaii (the "Hilo System") and
the cable television system serving Kenosha, Wisconsin (the "Kenosha System")
as well as the Manitowoc System, the Lodi System, the Ripon System and the Lake
Geneva System. The Hilo System and the Kenosha System serve approximately
17,000 and 27,000 basic subscribers, respectively, and pass approximately
23,000 and 39,000 homes, respectively. In return, the Company will receive
from Time Warner the cable television systems serving the communities in and
around Savannah, Georgia (the "Savannah System") and cash in the amount of
$4,000,000, subject to normal closing adjustments. Taking into account the
aggregate purchase price to be paid by the Company for the Lodi System, the
Lake Geneva System, the Ripon System and the Manitowoc System and the estimated
valuation of the Hilo System and the Kenosha System, less the $4,000,000 cash
purchase price to be paid by Time Warner to the Company, the aggregate
consideration to be paid for the Savannah System is approximately $119,195,000.
The Savannah System passes approximately 100,000 homes and serves approximately
63,000 subscribers.
The closing of the transactions contemplated by the Time Warner
Exchange Agreement is subject to customary closing conditions, including
obtaining necessary governmental and other third party consents. The parties
intend to complete the transactions during the first half of 1996, but there
can be no assurance that all conditions will be satisfied or waived by that
time. Either party may terminate the Time Warner Exchange Agreement if the
transactions are not completed on or before September 30, 1996. The Company
will pay Financial Group a $1,286,000 fee upon the completion of the Time
Warner Exchange Agreement as compensation to it for acting as the Company's
financial advisor. All fees paid to Financial Group by the Company are based
upon 90% of the estimated commercial rate charged by unaffiliated brokers.
The closings of the Company's acquisitions of the Manitowoc System,
the Lodi System, the Ripon System and the Lake Geneva System are not contingent
upon the closing of the Time Warner exchange.
(5) On October 31, 1995, the Company, through JCH, entered into a
$500,000,000 reducing revolving credit facility with a group of commercial
banks. The new credit facility provides for the transfer of a majority of the
Company's cable television properties to JCH, which is the borrower under the
credit facility. The entire $500,000,000 commitment is available through March
31, 1999, at which time the commitment will be reduced quarterly with a final
maturity of December 31, 2004. As of November 30, 1995, $30,000,000 was
outstanding under this agreement. Interest on outstanding obligations ranges
from Base Rate to Base Rate plus 1/8% or LIBOR plus 5/8% to LIBOR plus 1 1/8%
based on certain financial covenants. In addition, a commitment fee of 3/16% to
3/8% on the unused commitment is also required. The effective interest rate on
amounts outstanding at November 30, 1995 was 6.56%.
(6) The Company and its wholly-owned subsidiaries directly own 6,225,796
American Depository Shares ("ADSs") of Bell Cablemedia plc. Prior to August
31, 1995, the ADSs were reflected at historical cost since the securities were
considered restricted for accounting purposes. Due to certain events,
including the registration of the Company's ADSs, these securities are now
classified as unrestricted and, as a result, are reflected at their estimated
fair market value in accordance with Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in Debt and Equity
Securities." Since the ADSs are considered available for sale, the unrealized
holding gain is reflected as a separate component of shareholders' investment.
(7) Net income (loss) per share of Class A Common Stock and Common Stock
is based on the weighted average number of shares outstanding during the
periods. Common stock equivalents were not significant to the computation of
primary earnings (loss) per share. Conversion of the Convertible Subordinated
Debentures to
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Class A Common Stock was assumed for calculation of fully diluted earnings per
share and is not presented for the period in which the calculation was
anti-dilutive.
(8) For purposes of the Consolidated Statements of Cash Flows, the
Company considers all highly liquid investments purchased with a maturity of
three months or less to be cash equivalents. No amounts were paid or received
relating to income taxes during the six months ended November 30, 1995 and
1994. Approximately $26,764,000 and $18,208,000 of interest expense was paid
during the six months ended November 30, 1995 and 1994, respectively. No
material non-cash investing or financing transactions were recorded during the
first six months of fiscal 1995 and 1994.
(9) On September 12, 1995, the Company filed an application with the
Internal Revenue Service ("IRS") to change its fiscal year end from May 31 to
December 31. The Company has received approval and will change its fiscal year
end effective December 31, 1995.
(10) Certain prior period amounts have been reclassified to conform to the
current period presentation.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
The Company intends to grow by implementing a balanced strategy
directed at acquiring cable television systems from Company-managed limited
partnerships and from third parties. From time to time, the Company may trade
cable television properties that it owns for cable television properties owned
by unaffiliated parties. The Company will attempt to cluster systems in
certain markets as opportunities arise. The Company also intends to maintain
and enhance the value of its current cable television systems through capital
expenditures. Such expenditures will include, among others, cable television
plant extensions and the upgrade and rebuild of certain systems. The Company
also intends to implement new services as they are developed and become
economically viable. Such acquisitions and capital expenditures are subject to
the availability of cash on hand, cash generated from operations, debt and/or
equity financing.
In conjunction with the Company's acquisition strategy, the Company
purchased the cable television systems serving areas in and around Augusta,
Georgia (the "Augusta System") in October 1995, Dale City, Virginia (the "Dale
City System") in November 1995 and Manassas, Virginia (the "Manassas System")
in January 1996. These transactions are described in detail in the Notes to
Unaudited Consolidated Financial Statements.
The $129,396,000 of capital required to purchase the Augusta System,
which represents the purchase price of $142,618,000 less the Company's general
partner distribution of approximately $13,222,000, was provided by cash on
hand. The $123,000,000 of capital required to purchase the Dale City System
was provided by cash on hand and $30,000,000 of borrowings available under the
Company's credit facility. The $71,000,000 of capital required to purchase the
Manassas System was provided by borrowings available under the Company's credit
facility.
The above transactions increased the Company's basic subscriber base
by approximately 144,000 basic subscribers to approximately 462,000 basic
subscribers. In addition, these transactions are part of the Company's
strategy to cluster its cable systems. The Augusta System is contiguous to the
Company's cable television system serving areas in and around North Augusta,
South Carolina (the "North Augusta System"). The Dale City System and Manassas
System are near the Company's properties in the Washington/Baltimore area.
In addition, the Company has entered into agreements to acquire the
cable television systems serving portions of Prince George's County, Maryland
(the "Prince George's County System"), portions of Fairfax County, Virginia
(the "Reston System") and Savannah, Georgia (the "Savannah System"). These
transactions are also part of the company's strategy to cluster its cable
systems. The Prince George's County System and the Reston System are near the
Company's properties in the Washington/Baltimore area. The Savannah System is
in relatively close proximity to the Company's Augusta System and North Augusta
System. The transactions involving the acquisition of the Prince George's
County System, the Reston System and the Savannah System are expected to close
in the first half of calendar 1996.
To acquire the Prince George's County System and the Reston System,
the Company will purchase three cable television properties (the Carmel System,
the Orangeburg System and the Tampa System) from certain of its managed limited
partnerships and then transfer such properties to an unaffiliated party in
exchange for the Prince George's County System and the Reston System. To
acquire the Savannah System, the Company will purchase four cable television
properties (the Manitowoc System, the Lodi System, the Ripon System and the
Lake Geneva System) from certain of its managed limited partnerships and then
transfer such properties,
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<PAGE> 13
together with the Company-owned cable television systems serving Kenosha,
Wisconsin and Hilo, Hawaii, to an unaffiliated party in exchange for the
Savannah System.
The total capital required to acquire the Prince George's County
System, the Reston System and the Savannah System is approximately
$220,600,000. Such capital will be provided from the Company's credit facility
discussed below.
From time to time, the Company made loans to its managed limited
partnerships, although it is not required to do so. As of November 30, 1995,
the Company had advanced funds to various managed partnerships and other
affiliates of the Company totaling approximately $14,760,000, an increase of
approximately $4,891,000 over the amount advanced at May 31, 1995. Of the
total balance of $14,760,000, an advance to Cable TV Fund 15-A Ltd., ("Fund
15-A"), one of the Company's managed limited partnerships, accounts for
approximately $5,490,000, or 37%. The Company advanced funds to Fund 15-A
primarily to fund that partnership's capital expenditures. In November 1994,
Fund 15-A completed the refinancing of its credit facility and repaid a portion
of the then-outstanding advances. The credit facility provides liquidity to
Fund 15A, subject to leverage covenants. It is anticipated that Fund 15-A will
repay this advance over time with cash generated from operations and borrowings
available under the credit facility. In addition, an advance to Cable TV Fund
12-BCD Venture (the "Venture") accounts for approximately $3,668,400, or 25%,
of the balance. The Venture is in the process of renegotiating its credit
agreements and should repay the advance in the first half of calendar 1996.
The remainder of the advances represent funds for capital expansion and
improvements of properties owned by 22 partnerships where additional credit
sources were not then available to the partnerships, none of these advances are
individually significant. These advances reduce the Company's available cash
and its liquidity. The Company anticipates the repayment of these advances
over time. The Company does not anticipate significant increases in the amount
advanced during 1996. These advances bear interest at rates equal to the
Company's weighted average cost of borrowing.
The Company purchased property, plant and equipment totaling
approximately $30,837,000 during the six months ended November 30, 1995. Such
expenditures were principally the result of the following: (a) the upgrade and
rebuild of the cable plant in the Alexandria, Virginia and North Augusta, South
Carolina systems; and (b) new extension projects, drop materials, converters
and various maintenance projects in the Pima County, Arizona; Anne Arundel,
Maryland and Charles County, Maryland systems. Estimated capital expenditures,
excluding acquisitions, through May 31, 1996 are approximately $30,000,000.
Funding for such expenditures is expected to be provided by cash generated from
operations and borrowings available under the Company's credit facility, as
discussed below.
On October 12, 1995, the Company redeemed the remaining outstanding
7.5% Convertible Subordinated Debentures (the "Debentures") due 2007, at a
price equal to 101.5% of the principal amount, plus accrued interest. The
total principal amount of the debentures was $43,100,000, of which $23,732,000
were held by the Company and $19,368,000 were held by unaffiliated investors.
The Debentures were redeemed with cash on hand.
Sources of Funds
The Company's cash balance at November 30, 1995, was $4,842,000. The
decrease in such balance from May 31, 1995 reflects the cash used for the
acquisitions of the Augusta System and the Dale City System.
On October 31, 1995, the Company, through Jones Cable Holdings, Inc.
("JCH") a new wholly-owned subsidiary, entered into a $500,000,000 reducing
revolving credit facility with a group of commercial banks. The new credit
facility provides for the transfer of a majority of the Company's cable
television properties to JCH, which is the borrower under the new credit
facility. The entire $500,000,000 commitment is available through March 31,
1999, at which time the commitment will be reduced quarterly with a final
maturity of December 31, 2004. As of November 30, 1995, $30,000,000 was
outstanding under this agreement. Interest on outstanding obligations ranges
from Base Rate to Base Rate plus 1/8% or LIBOR plus
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<PAGE> 14
5/8% to LIBOR plus 1 1/8% based on certain leverage covenants. In addition, a
commitment fee of 3/16% to 3/8% on the unused commitment is also required. The
effective interest rate on amounts outstanding at November 30, 1995 was 6.56%.
On October 6, 1995, Cable TV Fund 11-B, Ltd. ("Fund 11-B"), one of
the Company's managed limited partnerships, entered into an agreement to sell
the cable television systems serving areas in and around Lancaster, New York to
an unaffiliated third party for $84,000,000. Upon closing of this transaction,
Fund 11-B will repay its indebtedness, a brokerage fee and a sales tax
liability, and Fund 11-B then will distribute the remaining proceeds to its
partners. The Company, as general partner of Fund 11-B, expects to receive a
distribution of approximately $13,950,000 related to this transaction. In
addition, The Jones Group, Ltd., a wholly-owned subsidiary of the Company, will
receive a fee of $2,100,000 for acting as the broker in this transaction. The
closing of this transaction is contingent upon the approval of the majority of
Fund 11-B's limited partnership interests. The closing of this transaction is
expected to occur in the first half of calendar 1996.
The Company has an effective registration statement relating to the
sale of $600 million of senior debt securities, senior subordinated debt
securities, subordinated debt securities and Class A Common Stock. The Company
may, from time to time, issue securities not to exceed $600 million pursuant to
this registration statement. Proceeds would be used for general corporate
purposes, which may include acquisitions of cable television systems from
managed partnerships and/or from unaffiliated parties, refinancings of
indebtedness, working capital, capital expenditures, and repurchases and
redemptions of securities.
The Company has sufficient sources of capital available, consisting
of cash generated from operations and available borrowings from its credit
facility, to complete the above described acquisitions and meet its operational
needs.
Regulatory Matters
The Company, as a result of rate orders issued by the FCC, has filed
cost-of-service showings for the following Company-owned cable television
systems: Jefferson County, Colorado; Charles County, Maryland; Pima County,
Arizona; Alexandria, Virginia; North Augusta, South Carolina; and Augusta,
Georgia. For these systems, the Company anticipates no further reductions in
revenues or operating income before depreciation and amortization resulting
from the FCC's rate regulations, The cost-of-service showings have not yet
received final approval from franchising authorities, however, and there can be
no assurance that the cost-of-service showings will prevent further rate
reductions until such final approvals are received.
Legislation to substantially revise the Communications Act of 1934,
as amended, (the "Communications Act") is being reconsidered by Congress after
it failed to pass a bill in 1994. Both the House of Representatives and the
Senate have passed versions of telecommunications reform bills and House and
Senate conferees have tentatively drafted a conference bill (the "Bill"), but
it has not yet been adopted by the conferees and is subject to revision.
Substantial competition would result under the Bill from the delivery of video
and other services by local telephone companies (also known as local exchange
carriers or "LECs") and other service providers. The Bill would also permit
cable television operators to provide telephone services.
The Bill would establish local exchange competition as a national
policy by preempting laws that prohibit competition in the local exchange and by
establishing uniform requirements and standards for entry, competitive carrier
interconnection and unbundling of LEC monopoly services. This legislation
presumes that additional regulatory flexibility for LECs is necessary to allow
them to respond to competition. Depending on the degree and form of regulatory
flexibility afforded the LECs, the Company's ability to compete to provide
telephony services may be adversely affected. The prospects for enactment of
the final form of federal legislation cannot be predicted at this time.
-14-
<PAGE> 15
RESULTS OF OPERATIONS
Revenues
The Company derives its revenues from four primary sources: subscriber
fees from Company-owned cable television systems, management fees from revenues
earned by managed limited partnerships, fees and distributions payable upon the
sale of cable television properties owned by managed limited partnerships and
revenues from non-cable television subsidiaries. Total revenues for the three
months ended November 30, 1995 totaled $50,195,000, an increase of $17,433,000,
or 53%, over the total of $32,762,000 for the three months ended November 30,
1994. Total revenues for the six months ended November 30, 1995 increased
$28,263,000, or 43%, to $93,453,000 in 1995 from $65,190,000 in 1994. These
increases reflect the Company's acquisition of the assets of Jones Spacelink,
Ltd. ("Spacelink") on December 20, 1994, the purchase of the Augusta System on
October 20, 1995 and were offset, in part, by the sale of the Company's Gaston
County, North Carolina cable television system (the "Gaston System") on July
22, 1994. Disregarding the effect of these transactions, total revenues would
have increased $2,547,000, or 8%, and $5,396,000, or 8%, respectively, for the
three and six months ended November 30, 1995.
The Company's subscriber service fees increased $9,399,000, or 37%, to
$34,708,000 for the three months ended November 30, 1995 from $25,309,000 in
the same period of 1994. Subscriber service fees for the six months ended
November 30, 1995 increased $15,280,000, or 30%, to $66,002,000 from
$50,722,000 in 1994. The net effect of the acquisition of Spacelink's assets,
the Augusta System purchase and the sale of the Gaston System accounted for
$7,378,000, or 78%, and $10,984,000, or 72%, respectively, of the increases in
subscriber service fees for the three and six month periods. Disregarding the
effect of the acquisition of Spacelink's assets, the purchase of the Augusta
System and the sale of the Gaston System, subscriber service fees would have
increased $2,021,000 or 8%, and $4,296,000 or 9%, respectively, for the three
and six month periods ended November 30, 1995. The remainder of the increases
were primarily due to an increase in the number of basic subscribers, an
increase in pay per view revenue and basic service rate adjustments in systems
owned by the Company.
The Company receives management fees generally equal to 5% of the
gross operating revenues of its managed partnerships. Management fees totaled
$5,445,000 for the three months ended November 30, 1995 compared to $4,562,000
in the same period in 1994, an increase of approximately 19%. For the six
months ended November 30, 1995, management fees totaled $10,854,000 compared to
$9,066,000 in 1994, an increase of 20%. The growth of management fee revenue
is the result of the acquisition of Spacelink's assets, which included general
partner interests in a number of managed limited partnerships, as well as
increases in operating revenues of the Company's managed partnerships.
Partnership revenues increased as a result of increases in basic subscribers,
increases in advertising sales revenue and basic service rate adjustments.
Disregarding the effect of the acquisition of Spacelink's assets, management
fees increased approximately 10% and 9%, respectively, for the three and six
month periods.
In its capacity as the general partner of its managed partnerships,
the Company also receives revenues in the form of fees and distributions upon
the sale of cable television properties owned by such partnerships. No such
revenues were recognized during the three and six months ended November 30,
1995 or 1994. The distribution received as a result of the sale of the Augusta
System by Fund 12-B was recorded as a reduction in the basis of the assets of
the Augusta System due to the Company's continuing interest in the Augusta
System.
The Company also operates certain non-cable subsidiaries. Such
subsidiaries include Jones Satellite Programming ("JSP"), a distributor of
satellite programming to satellite dish owners; Jones Futurex, Inc.
("Futurex"), a manufacturer of various electronic components; and Jones
Satellite Networks, Inc. ("JSN"), a distributor of radio programming to radio
stations. Futurex and JSN were acquired as part of the acquisition of
Spacelink's assets. Non- cable revenue totaled $10,042,000 for the three
months ended November 30, 1995 compared to $2,891,000 in fiscal 1994, an
increase of 247%. For the six months ended November 30, 1995,
-15-
<PAGE> 16
non-cable revenue totaled $16,597,000, compared to $5,402,000 in 1994, an
increase of 207%. The acquisition of Futurex and JSN accounted for 98% and
97%, respectively, of the increases for the three and six month periods. The
remainder of the increases are due to increases in the revenues of JSP.
Costs and Expenses
Operating, general and administrative expenses consist primarily of
costs associated with the administration of Company-owned cable television
systems, the administration of managed partnerships and the administration of
the non- cable television entities. The Company is reimbursed by its managed
partnerships for costs associated with the administration of the partnerships.
The principal administrative cost components are salaries paid to corporate and
system personnel, programming expenses, professional fees, subscriber billing
costs, data processing costs, rent for leased facilities, cable system
maintenance expenses and consumer marketing expenses.
Cable operating expenses increased $5,587,000, or 41%, to $19,271,000
for the three months ended November 30, 1995 from $13,684,000 in 1994. For the
six months ended November 30, 1995, cable operating expenses increased
$9,647,000, or 35%, to $37,497,000 in 1995 from $27,850,000 in 1994. The
acquisition of Spacelink's assets and the purchase of the Augusta System, net
of the sale of the Gaston System, accounted for 69% and 71%, respectively, of
the increases for the three and six month periods. Disregarding the effect of
these transactions, cable operating expenses would have increased 13% and 10%,
respectively, for the three and six month periods. These increases were due
primarily to increases in premium and satellite programming costs.
Cable general and administrative expense decreased $35,000, or 2%, to
$2,078,000 for the three months ended November 30, 1995 compared to $2,113,000
for the quarter ended November 30, 1994. For the six month periods, cable
general and administrative expense increased $441,000, or 12%, to $4,112,000
from $3,671,000 in 1994. The acquisition of Spacelink's assets and the
purchase of the Augusta System primarily accounted for the six month increase.
Non-cable operating, general and administrative expenses increased
$6,657,000, or 218%, to $9,710,000 for the three months ended November 30, 1995
from $3,053,000 for the quarter ended November 30, 1994. For the six months
ended November 30, 1995, non-cable operating, general and administrative
expense increased $10,628,000, or 180%, to $16,518,000 in 1995 from $5,890,000
in 1994. The acquisition of Futurex and JSN primarily accounted for this
increase.
Depreciation and amortization expense increased $3,201,000, or 30%, to
$13,828,000 for the three months ended November 30, 1995 from $10,627,000 for
the quarter ended November 30, 1994. For the six months ended November 30,
1995, depreciation and amortization increased $5,766,000, or 27%, to
$27,405,000 in 1995 from $21,639,000 in 1994. These increases are due to the
acquisition of Spacelink's, assets, the purchase of the Augusta System and
capital additions in fiscal 1995.
Operating Income
For the three month period ended November 30, 1995, operating income
increased $2,023,000, or 62%, to $5,308,000 from $3,285,000 for the same
three-month period in 1994. For the six months ended November 30, 1995,
operating income increased $1,782,000, or 29%, to $7,921,000 from $6,140,000
for the six months ended November 30, 1994.
The cable television industry generally measures the performance of a
cable television system in terms of cash flow or operating income before
depreciation and amortization. The value of a cable television system is often
determined using multiples of cash flow. 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. For the three months
ended November 30, 1995 and 1994, operating income before depreciation and
amortization
-16-
<PAGE> 17
increased $5,224,000, or 38%, to $19,136,000 in 1995 from $13,912,000 in 1994.
For the six month periods, operating income before depreciation and
amortization increased $7,547,000, or 27%, to $35,326,000 in 1995 from
$27,779,000 in 1994. Disregarding the effect of the acquisition of Spacelink's
assets, the purchase of the Augusta System and the sale of the Gaston System,
operating income before depreciation and amortization would have increased 12%
and 10%, respectively, for the three and six month periods.
Other Income (Expense)
Interest expense increased $4,004,000, or 44%, to $13,051,000 for the
three months ended November 30, 1995 from $9,047,000 for the quarter ended
November 30, 1994. For the six month periods, interest expense increased
$8,090,000, or 44%, to $26,419,000 in 1995 from $18,329,000 in 1994. These
increases are due to interest on the $200 million of Senior Notes sold in March
1995.
The Company reported equity in the income of affiliates totaling
$1,169,000 and $246,000, respectively, for the three and six months ended
November 30, 1995 compared to equity in losses of affiliates of $370,000 and
$917,000, respectively, for the three and six months ended November 30, 1994.
These changes are due to income recognized by Jones Global Group, Ltd. ("JGG"),
an affiliate of which the Company owns a 38% interest, on the sale of certain
Bell Cablemedia ADSs held by JGG.
Interest income increased $1,356,000, or 128%, to $2,412,000 for the
three months ended November 30, 1995 from $1,056,000 for the quarter ended
November 30, 1994. For the six month periods, interest income increased
$5,308,000, or 242%, to $7,505,000 in 1995 from $2,197,000 in 1994. These
increases are due to the increase in the Company's cash on hand, prior to the
acquisition of the Augusta System and the Dale City System, resulting from the
Bell Canada International, Inc. investment in December 1994 and the sale of
$200 million of Senior Notes in March 1995.
The Company recognized a gain of $15,496,000 in July 1994 on the sale
of its Gaston System. No similar gains were recognized during the six months
ended November 30, 1995.
The Company recognized a loss of $692,000 on the redemption of its
convertible debentures in the second quarter of fiscal 1996. No similar loss
was recognized in the six months ended November 30, 1994.
The Company recorded net loss of $4,591,000 for the three months ended
November 30, 1995, a decrease of $624,000, or 12%, compared to $5,215,000 net
loss recorded for the three months ended November 30, 1994. This decrease is
due to the increases in operating income, interest income and equity in income
of affiliates which was offset, in part, by the increase in interest expense.
For the six months ended November 30, 1995 the Company recorded net loss of
$11,011,000 compared to net income of $5,078,000 for the six months ended
November 30, 1994. Such change was due primarily to the gain on the sale of
the Gaston System recognized in July 1994.
The Company anticipates the continued recognition of operating income
prior to depreciation and amortization charges, but net losses resulting from
depreciation, amortization and interest expenses may continue in the future.
To the extent the Company recognizes liquidation distributions from its managed
partnerships and/or gains on the sale of Company-owned systems in the future,
such losses may be reduced or eliminated; however, there is no assurance as to
the timing or recognition of these distributions and sales.
-17-
<PAGE> 18
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
In August 1995, Cable TV Fund 12-BCD Venture (the "Venture"), a
Colorado joint venture in which Cable TV Fund 12-B, Ltd., Cable TV Fund 12-C,
Ltd. and Cable TV Fund 12-D, Ltd., Colorado limited partnerships, are general
partners, entered into a purchase and sale agreement pursuant to which the
Venture agreed to sell the Tampa, Florida cable television system (the "Tampa
System") to the Company. The Company is the general partner of each of Cable
TV Fund 12- B, Ltd., Cable TV Fund 12-C, Ltd. and Cable TV Fund 12-D, Ltd.
Closing of the purchase of the Tampa System by the Company is expected to occur
in the first half of 1996. Upon closing, the Company anticipates exchanging
the Tampa System with an unaffiliated cable television operator in return for
systems owned by that operator.
On September 20, 1995, a civil action entitled David Hirsch, on behalf
of himself and all others similarly situated, Plaintiff vs. Jones Intercable,
Inc., Defendant, was filed in the District Court, County of Arapahoe, State of
Colorado (Case No. 95-CV-1800). The plaintiff has brought the action as a
class action on behalf of himself and all other limited partners of Cable TV
Fund 12-D, Ltd. against the Company seeking to recover damages caused by the
Company's alleged breaches of its fiduciary duties to the limited partners of
Cable TV Fund 12-D, Ltd. in connection with the sale to the Company of the
Tampa System. The complaint also requests unspecified injunctive relief. The
Company believes that it has meritorious defenses, and the Company intends to
defend this lawsuit vigorously.
On November 17, 1995, a civil action entitled Martin Ury, derivatively
on behalf of Cable TV Fund 12-B, Ltd., Cable TV Fund 12-C, Ltd. and Cable TV
Fund 12-D, Ltd., Plaintiff vs. Jones Intercable, Inc., Defendant and Cable TV
Fund 12-BCD Venture, Cable TV Fund 12-B, Ltd., Cable TV Fund 12-C, Ltd. and
Cable TV Fund 12-D, Ltd., Nominal Defendants, was filed in the District Court,
County of Arapahoe, State of Colorado (Case No. 95-CV-2212). The plaintiff, a
limited partner of Cable TV Fund 12-D, Ltd., has brought the action as a
derivative action on behalf of the three partnerships that comprise the Venture
against the Company seeking to recover damages caused by the Company's alleged
breaches of its fiduciary duties to the Venture and to the limited partners of
the three partnerships that comprise the Venture in connection with the
proposed sale to the Company of the Tampa System and the proposed subsequent
exchange of the Tampa System with an unaffiliated cable television operator in
return for systems owned by that operator. The Company believes that it has
meritorious defenses, and the Company intends to defend this lawsuit
vigorously.
Item 6. Exhibits and Reports on Form 10-K.
a) Exhibits
27) Financial Data Schedule
b) Reports on Form 8-K
Current report on Form 8-K dated September 1, 1995 reporting
that the Company had entered into agreements to purchase the
Manitowoc System, the Lodi System, the Ripon System and the Lake
Geneva System. In addition, the Company reported that it had
entered into an agreement to convey the assets of the above
systems together with the Hilo System and the Kenosha System to
Time Warner Entertainment Company, L.P. in exchange for the
Savannah System and $4,000,000 in cash.
-18-
<PAGE> 19
Current report on Form 8-K dated September 12, 1995 reporting
that the Company filed an Internal Revenue Service Form 1128,
"Application to Adopt, Change or Retain a Tax Year" to change its
fiscal year end from May 31 to December 31.
Current report on Form 8-K dated September 20, 1995 reporting
that on that date a civil action entitled David Hirsch, on behalf
of himself and all others similarly situated, Plaintiff vs. Jones
Intercable, Inc., Defendant, was filed in the District Court,
County of Arapahoe, State of Colorado.
Current report on Form 8-K dated October 20, 1995 reporting that
on that date the Company purchased the Augusta System from
Fund 12-B.
Current report on Form 8-K dated November 1, 1995 reporting that
on that date the Company entered into a letter of intent with an
unaffiliated party to set forth the preliminary understanding of
the parties as to their intent to enter into an asset purchase
agreement whereby the Company would agree to purchase a cable
television system servicing subscribers in portions of Anne
Arundel County, Maryland.
Current report on Form 8-K dated November 17, 1995 reporting that
on that date a civil action entitled Martin Ury, derivatively on
behalf of Cable TV Fund 12-B, Ltd., Cable TV Fund 12-C, Ltd., and
Cable TV Fund 12-D, Ltd., Plaintiff vs. Jones Intercable, Inc.,
Defendant and Cable TV Fund 12-BCD Venture, Cable TV Fund 12-B,
Ltd., Cable TV Fund 12-C, Ltd. and Cable TV Fund 12-D, Ltd.,
Nominal Defendants, was filed in the District Court, County of
Arapahoe, State of Colorado.
Current Report on Form 8-K dated November 29, 1995 reporting
that on that date the Company purchased the Dale City System.
-19-
<PAGE> 20
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 INTERCABLE, INC.
/S/Kevin P. Coyle
---------------------------------
Kevin P. Coyle
(Group Vice President/Finance)
Dated: January 12, 1996
-20-
<PAGE> 21
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
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
<COMMON> 313
0
0
<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>
