<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[x] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 2000
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[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _______________________ to ______________________
Commission File Number: 0-14906
JONES CABLE INCOME FUND 1-B, LTD.
- --------------------------------------------------------------------------------
Exact name of registrant as specified in charter
Colorado 84-1010417
- --------------------------------------------------------------------------------
State of organization I. R. S. employer I.D. #
c/o Comcast Corporation
1500 Market Street, Philadelphia, PA 19102-2148
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Address of principal executive office
(215) 665-1700
-----------------------------
Registrant's telephone number
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
_____ _____
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JONES CABLE INCOME FUND 1-B, LTD.
---------------------------------
(A Limited Partnership)
UNAUDITED BALANCE SHEETS
------------------------
<TABLE>
<CAPTION>
March 31, December 31,
ASSETS 2000 1999
------ ------------------- --------------------
<S> <C> <C>
Distribution receivable from Cable Television Joint Venture $ 888,000 $ 2,500,000
Investment in Cable Television Joint Venture 226,549 249,321
------------------- --------------------
Total assets $ 1,114,549 $ 2,749,321
=================== ====================
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
LIABILITIES:
Advances from affiliates $ 11,881 $ 112,000
Accrued distribution to limited partners - 1,500,000
------------------- --------------------
Total liabilities 11,881 1,612,000
------------------- --------------------
PARTNER'S CAPITAL:
General Partner-
Contributed capital 1,000 1,000
Accumulated earnings 109,219 109,219
Distributions (110,219) (110,219)
------------------- --------------------
- -
------------------- --------------------
Limited Partners-
Net contributed capital (83,884 units outstanding
at March 31, 2000 and December 31, 1999) 34,449,671 34,449,671
Accumulated earnings 12,941,219 12,975,872
Distributions (46,288,222) (46,288,222)
------------------- --------------------
1,102,668 1,137,321
------------------- --------------------
Total liabilities and partners' capital $ 1,114,549 $ 2,749,321
=================== ====================
</TABLE>
The accompanying notes to unaudited financial statements
are an integral part of these unaudited balance sheets.
2
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JONES CABLE INCOME FUND 1-B, LTD.
---------------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF OPERATIONS
----------------------------------
<TABLE>
<CAPTION>
For the Three Months Ended
March 31,
---------------------------------------------
2000 1999
------------------- --------------------
<S> <C> <C>
OTHER EXPENSE $ (11,881) $ (16,044)
EQUITY IN NET LOSS OF CABLE TELEVISION
JOINT VENTURE (22,772) (50,458)
------------------- --------------------
NET LOSS $ (34,653) $ (66,502)
=================== ====================
ALLOCATION OF NET LOSS:
General Partner $ - $ (665)
=================== ====================
Limited Partners $ (34,653) $ (65,837)
=================== ====================
NET LOSS PER LIMITED PARTNERSHIP UNIT $ (0.41) $ (0.78)
=================== ====================
WEIGHTED AVERAGE NUMBER OF LIMITED
PARTNERSHIP UNITS OUTSTANDING 83,884 83,884
=================== ====================
</TABLE>
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
3
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JONES CABLE INCOME FUND 1-B, LTD.
---------------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF CASH FLOWS
----------------------------------
<TABLE>
<CAPTION>
For the Three Months Ended
March 31,
---------------------------------------------
2000 1999
------------------- --------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (34,653) $ (66,502)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Equity in net loss of Cable Television Joint Venture 22,772 50,458
Decrease in distribution receivable from Cable
Television Joint Venture 112,000 -
Increase (decrease) in advances from affiliates (100,119) 16,044
------------------- --------------------
Net cash provided by operating activities - -
------------------- --------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease in distribution receivable from Cable
Television Joint Venture 1,500,000 -
Distribution to limited partners (1,500,000) -
------------------- --------------------
Net cash provided by financing activities - -
------------------- --------------------
Net change in cash - -
Cash, beginning of period - -
------------------- --------------------
Cash, end of period $ - $ -
=================== ====================
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 5,625 $ -
=================== ====================
</TABLE>
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
4
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JONES CABLE INCOME FUND 1-B, LTD.
---------------------------------
(A Limited Partnership)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
---------------------------------------
(1) This Form 10-Q is being filed in conformity with the SEC requirements for
unaudited financial statements and does not contain all of the necessary
footnote disclosures required for a complete presentation of the Balance Sheets
and Statements of Operations and Cash Flows in conformity with generally
accepted accounting principles. However, in the opinion of management, this data
includes all adjustments, consisting only of normal recurring accruals,
necessary to present fairly the financial position of Jones Cable Income Fund 1-
B, Ltd. (the "Partnership") at March 31, 2000 and December 31, 1999 and its
Statements of Operations and Cash Flows for the three month periods ended
March 31, 2000 and 1999. Certain prior year amounts were reclassified to conform
to the 2000 presentation.
The Partnership owns a 40 percent interest in Jones Cable Income Fund 1-
B/C Venture (the "Venture"). Jones Cable Income Fund 1-C, Ltd. ("Fund 1-C") owns
a 60 percent interest in the Venture. Neither the Partnership nor the Venture
currently own any cable television systems. The Venture is expected to be
dissolved in 2000. The Partnership will be dissolved after the pending
litigation in which the Partnership is a named defendant has been resolved and
terminated.
On April 7, 1999, Comcast Corporation ("Comcast") completed the
acquisition of a controlling interest in Jones Intercable, Inc. ("Jones
Intercable"), the Partnership's general partner until March 2, 2000. In December
1999, Comcast and Jones Intercable entered into a definitive merger agreement
pursuant to which Comcast agreed to acquire all of the outstanding shares of
Jones Intercable not yet owned by Comcast. On March 2, 2000, Jones Intercable
was merged with and into Comcast JOIN Holdings, Inc., a wholly owned subsidiary
of Comcast. Comcast JOIN Holdings, Inc. continues as the surviving corporation
of the merger. As a result of this transaction, Jones Intercable no longer
exists and Comcast JOIN Holdings, Inc. is now the general partner of the
Partnership. References in these Notes to "the General Partner" refer to Comcast
JOIN Holdings, Inc. The General Partner shares corporate offices with Comcast at
1500 Market Street, Philadelphia, Pennsylvania 19102-2148.
(2) On July 30, 1999, the Venture sold the Myrtle Creek System to an
unaffiliated party for a sales price of $9,614,208. From the sale proceeds, the
Venture repaid the outstanding balance on its credit facility of $2,400,000,
paid a $240,355 brokerage fee to The Intercable Group, Ltd., a subsidiary of
Jones Intercable, representing 2.5 percent of the sales price, for acting as a
broker in the transaction, settled working capital adjustments and deposited
$500,000 into an interest-bearing indemnity escrow account. The remaining sale
proceeds of $6,300,000 were distributed 40 percent to the Partnership and 60
percent to Fund 1-C. From the Partnership's $2,500,000 portion of this amount,
the Partnership retained $1,000,000 to cover its administrative expenses and the
balance was distributed in January 2000 to the Partnership's limited partners of
record as of the July 30, 1999 closing date of the sale of the Myrtle Creek
System. The $1,500,000 distributed to the Partnership's limited partners from
the sale of the Myrtle Creek System resulted in a distribution to limited
partners of $18 for each $500 limited partnership interest, or $36 for each
$1,000 invested in the Partnership.
For a period of one year following the closing date, $500,000 of the
sale proceeds will remain in escrow as security for the Venture's agreement to
indemnify the buyer under the asset purchase agreement. The Venture's primary
exposure, if any, will relate to the representations and warranties made about
the Myrtle Creek System in the asset purchase agreement. Any amounts remaining
from this indemnity escrow account and not claimed by the buyer at the end of
the one-year escrow period plus interest earned on the escrowed funds will be
returned to the Venture.
Although the sale of the Myrtle Creek System represented the sale of the
only remaining operating asset of the Venture, and the Partnership's interest in
the Venture represents its only asset, the Venture will not be dissolved until
all proceeds from escrow have been distributed. The Partnership will not be
dissolved until all proceeds from escrow have been distributed and until after
the pending litigation in which the Partnership is a named defendant has been
resolved and terminated.
5
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(3) Financial information regarding the Venture is presented below.
UNAUDITED BALANCE SHEETS
------------------------
<TABLE>
<CAPTION>
March 31, December 31,
ASSETS 2000 1999
------ ------------------- --------------------
<S> <C> <C>
Cash $ 6,199,035 $ 7,033,894
Proceeds from sale in interest-bearing account 515,000 509,375
------------------- --------------------
Total assets $ 6,714,035 $ 7,543,269
=================== ====================
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
Accrued distributions to Venture Partners $ 1,988,000 $ 6,300,000
Advances from affiliates 4,159,692 619,665
Partner's contributed capital, net (21,273,692) (21,273,692)
Accumulated earnings 21,840,035 21,897,296
------------------- --------------------
Total liabilities and partners' capital $ 6,714,035 $ 7,543,269
=================== ====================
UNAUDITED STATEMENTS OF OPERATIONS
----------------------------------
For the Three Months Ended
March 31,
---------------------------------------------
2000 1999
------------------- --------------------
Revenues $ - $ 607,350
Operating expenses - 371,932
Management fees and allocated overhead
from Jones Intercable - 73,792
Depreciation and amortization - 198,524
------------------- --------------------
Operating loss - (36,898)
------------------- --------------------
Interest expense - (50,574)
Interest income 17,539 15,114
Other, net (74,800) (54,517)
------------------- --------------------
Net loss $ (57,261) $ (126,875)
=================== ====================
</TABLE>
6
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The Venture reimburses its general partner for certain administrative
expenses. These expenses represent the salaries and related benefits paid for
corporate personnel. Such personnel provide administrative, accounting, tax,
legal and investor relations services to the Venture and its constituent
partnerships. Such services, and their related costs, are necessary to the
administration of the Venture and its constituent partnerships until they are
dissolved. Such costs were charged to operating costs during the periods that
the Venture operated its cable television systems. Subsequent to the sale of the
Venture's final cable television system, such costs were charged to other
expense. Reimbursements made by the Venture totaled $29,076 and $43,424,
respectively, for the three months ended March 31, 2000 and 1999.
7
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JONES CABLE INCOME FUND 1-B, LTD.
---------------------------------
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
FINANCIAL CONDITION
- -------------------
The Partnership owns a 40 percent interest in the Venture. This
investment is accounted for under the equity method. When compared to the
December 31, 1999 balance, this investment has decreased by $22,772. This
decrease represents the Partnership's proportionate share of losses in 2000.
On July 30, 1999, the Venture sold the Myrtle Creek System to an
unaffiliated party for a sales price of $9,614,208. From the sale proceeds, the
Venture repaid all of its indebtedness, paid a brokerage fee, settled working
capital adjustments and deposited $500,000 into an interest-bearing indemnity
escrow account. The remaining sale proceeds of $6,300,000 were distributed 40
percent to the Partnership and 60 percent to Fund 1-C. From the Partnership's
$2,500,000 portion of this amount, the Partnership retained $1,000,000 to cover
its administrative expenses and the balance was distributed in January 2000 to
the Partnership's limited partners of record as of the July 30, 1999 closing
date of the sale of the Myrtle Creek System. The $1,500,000 distributed to the
Partnership's limited partners from the sale of the Myrtle Creek System resulted
in a distribution to limited partners of $18 for each $500 limited partnership
interest, or $36 for each $1,000 invested in the Partnership.
For a period of one year following the closing date, $500,000 of the
sale proceeds will remain in escrow as security for the Venture's agreement to
indemnify the buyer under the asset purchase agreement. The Venture's primary
exposure, if any, will relate to the representations and warranties made about
the Myrtle Creek System in the asset purchase agreement. Any amounts remaining
from this indemnity escrow account and not claimed by the buyer at the end of
the one-year escrow period plus interest earned on the escrowed funds will be
returned to the Venture.
Although the sale of the Myrtle Creek System represented the sale of the
only remaining operating asset of the Venture, and the Partnership's interest in
the Venture represents its only asset, the Venture will not be dissolved until
all proceeds from escrow have been distributed. The Partnership will not be
dissolved until all proceeds from escrow have been distributed and until after
the pending litigation in which the Partnership is a named defendant has been
resolved and terminated.
RESULTS OF OPERATIONS
- ---------------------
Neither the Partnership nor the Venture currently own any cable
television systems; therefore, a discussion of results of operations would not
be meaningful. The Partnership incurred other expense of $11,881 in the first
quarter of 2000, which related to various costs associated with the
administration of the Partnership. The Venture incurred other expense of $74,800
in the first quarter of 2000, which related to various costs associated with the
administration of the Venture and its constituent partnerships.
8
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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
None.
9
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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 CABLE INCOME FUND 1-B, LTD.
BY: COMCAST JOIN HOLDINGS, INC.
General Partner
By: /S/ Lawrence J. Salva
--------------------------------------------
Lawrence J. Salva
Senior Vice President
(Principal Accounting Officer)
Dated: May 15, 2000
10
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 888,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,114,549
<CURRENT-LIABILITIES> 11,881
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1,102,668
<TOTAL-LIABILITY-AND-EQUITY> 1,114,549
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 11,881
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (34,653)
<INCOME-TAX> 0
<INCOME-CONTINUING> (34,653)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (34,653)
<EPS-BASIC> (.41)
<EPS-DILUTED> (.41)
</TABLE>
