<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 September 30, 1997
------------------
[ ] 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: 1-9287
JONES INTERCABLE INVESTORS, L.P.
- --------------------------------------------------------------------------------
Exact name of registrant as specified in charter
Colorado 36-3468573
- --------------------------------------------------------------------------------
State of organization I.R.S. employer I.D.#
9697 East Mineral Avenue, P.O. Box 3309, Englewood, Colorado 80155-3309
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Address of principal executive office
(303) 792-3111
-------------------------------
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 ______
-------
Units outstanding as of the close of the period covered by this report:
8,322,632 Class A Units
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JONES INTERCABLE INVESTORS, L.P.
--------------------------------
(A Limited Partnership)
UNAUDITED BALANCE SHEETS
------------------------
September 30, December 31,
ASSETS 1997 1996
- ------ ------------- -------------
CASH $ - $ 616,013
TRADE RECEIVABLES, less allowance for doubtful
receivables of $116,097 at December 31, 1996 - 1,309,354
INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment, at cost - 76,071,150
Less- accumulated depreciation - (34,144,942)
------------- -------------
- 41,926,208
Franchise costs and other intangible assets,
net of accumulated amortization of
$42,711,158 at December 31, 1996 - 5,390,152
------------- -------------
Total investment in cable
television properties - 47,316,360
DEPOSITS, PREPAID EXPENSES AND DEFERRED CHARGES - 308,253
------------- -------------
Total assets $ - $ 49,549,980
============= =============
The accompanying notes to unaudited financial statements
are an integral part of these unaudited balance sheets.
2
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JONES INTERCABLE INVESTORS, L.P.
--------------------------------
(A Limited Partnership)
UNAUDITED BALANCE SHEETS
------------------------
September 30, December 31,
LIABILITIES AND PARTNERS' CAPITAL 1997 1996
- --------------------------------- ------------- -------------
LIABILITIES:
Credit facility $ - $ 30,700,000
Capital lease obligations - 296,647
Accrued distributions to Class A Unitholders - 1,248,395
Accounts payable and accrued liabilities - 2,637,438
Subscriber prepayments - 114,398
------------- -------------
Total liabilities - 34,996,878
------------- -------------
PARTNERS' CAPITAL:
General Partner-
Contributed capital 1,000 1,000
Accumulated earnings (deficit) (1,000) 7,720
------------- -------------
- 8,720
------------- -------------
Class A Unitholders-
Net contributed capital (8,322,632 units
outstanding at September 30, 1997 and
December 31, 1996) 116,433,492 116,433,492
Accumulated earnings 123,127,164 764,252
Distributions to Unitholders (239,560,656) (102,653,362)
------------- -------------
- 14,544,382
------------- -------------
Total liabilities and partners' capital $ - $ 49,549,980
============= =============
The accompanying notes to unaudited financial statements
are an integral part of these unaudited balance sheets.
3
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JONES INTERCABLE INVESTORS, L. P.
---------------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF OPERATIONS
----------------------------------
<TABLE>
<CAPTION>
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
---------------------------- ---------------------------
<S> <C> <C> <C> <C>
1997 1996 1997 1996
------------ ---------- ------------ -----------
REVENUES $ 5,840,149 $8,092,507 $ 22,949,063 $23,908,825
COSTS AND EXPENSES:
Operating expenses 3,108,067 3,962,585 11,518,217 11,783,791
Management fees and allocated overhead
from General Partner 644,056 882,657 2,528,439 2,749,787
Depreciation and amortization 1,767,241 2,119,368 6,689,025 6,334,200
------------ ---------- ------------ -----------
OPERATING INCOME 320,785 1,127,897 2,213,382 3,041,047
------------ ---------- ------------ -----------
OTHER INCOME (EXPENSE):
Interest expense (422,108) (507,170) (1,595,704) (1,531,124)
Gain on sale of cable television system 121,575,973 - 121,575,973 -
Other, net (356,747) (89,410) 160,541 (83,899)
------------ ---------- ------------ -----------
Total other income (expense), net 120,797,118 (596,580) 120,140,810 (1,615,023)
------------ ---------- ------------ -----------
NET INCOME $121,117,903 $ 531,317 $122,354,192 $ 1,426,024
============ ========== ============ ===========
ALLOCATION OF NET INCOME:
General Partner $ (4,581) $ 5,313 $ (8,720) $ 14,260
============ ========== ============ ===========
Class A Unitholders $121,122,484 $ 526,004 $122,362,912 $ 1,411,764
============ ========== ============ ===========
NET INCOME PER CLASS A UNIT $ 14.55 $ .06 $ 14.70 $ .17
============ ========== ============ ===========
WEIGHTED AVERAGE NUMBER OF
CLASS A UNITS OUTSTANDING 8,322,632 8,322,632 8,322,632 8,322,632
============ ========== ============ ===========
</TABLE>
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
4
<PAGE>
JONES INTERCABLE INVESTORS, L. P.
---------------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF CASH FLOWS
----------------------------------
<TABLE>
<CAPTION>
For the Nine Months Ended
September 30,
---------------------------
<S> <C> <C>
1997 1996
------------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 122,354,192 $ 1,426,024
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 6,689,025 6,334,200
Gain on sale of cable television system (121,575,973) -
Decrease in trade receivables 1,309,354 231,128
Decrease (increase) in deposits, prepaid
expenses and deferred charges 179,793 (270,049)
Decrease in accounts payable, accrued
liabilities and subscriber prepayments (2,751,836) (505,317)
------------- -----------
Net cash provided by operating activities 6,204,555 7,215,986
------------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net (4,601,557) (5,760,531)
Proceeds from sale of cable television system,
net of brokerage fee 166,933,325 -
------------- -----------
Net cash provided by (used in) investing activities 162,331,768 (5,760,531)
------------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 4,408,073 2,798,452
Repayment of debt (35,404,720) (204,629)
Decrease in accrued distributions (1,248,395) -
Distributions to unitholders (136,907,294) (3,745,185)
------------- -----------
Net cash used in financing activities (169,152,336) (1,151,362)
------------- -----------
Increase (decrease) in cash (616,013) 304,093
Cash, beginning of period 616,013 91,518
------------- -----------
Cash, end of period $ - $ 395,611
============= ===========
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 1,595,704 $ 1,584,777
============= ===========
</TABLE>
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
5
<PAGE>
JONES INTERCABLE INVESTORS, L.P.
--------------------------------
(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 fair presentation of the Balance Sheets and
Statements of Operations and Cash Flows in conformity with generally accepted
accounting principles.
Jones Intercable Investors, L.P. (the "Partnership") owned and operated the
cable television system serving areas in and around Independence, Missouri (the
"Independence System"), which was sold on August 31, 1997. Jones Intercable,
Inc., a publicly held Colorado corporation, is the "General Partner." Because
the Partnership will be dissolved before the end of 1997, this Form 10-Q will be
the Partnership's last periodic report to be filed with the SEC.
(2) On August 31, 1997, the Partnership sold its Independence System to Jones
Cable Holdings II, Inc., a wholly owned subsidiary of the General Partner, for a
sales price of $171,213,667, which represented the average of three independent
appraisals of the fair market value of the Independence System. Trading of the
Partnership's Class A Units on the American Stock Exchange ceased at the close
of business on August 29, 1997 and the Partnership's transfer agent closed the
Partnership's transfer books on that date and no further transfers were allowed
after that date. The Partnership repaid its $35,000,000 outstanding balance on
its credit facility and paid a 2.5 percent brokerage fee of $4,280,342 to The
Jones Group, Ltd., a subsidiary of the General Partner, for acting as broker in
this transaction. The Partnership distributed the balance of the sale proceeds,
plus cash on hand and interest income, totaling $134,410,504 (or $16.15 per
Class A Unit) to its Class A Unitholders of record as of August 31, 1997 on
September 15, 1997. Because this distribution plus previous distributions made
to Class A Unitholders did not equal the preferred return to the limited
partners set forth in the Partnership Agreement, there was no General Partner
distribution related to this transaction. Since the Independence System was the
Partnership's only remaining asset, the Partnership has been liquidated and will
be dissolved by December 31, 1997.
(3) Certain prior year amounts have been reclassified to conform to the 1997
presentation.
6
<PAGE>
JONES INTERCABLE INVESTORS, L.P.
--------------------------------
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
FINANCIAL CONDITION
- -------------------
On August 31, 1997, the Partnership sold its Independence System to Jones
Cable Holdings II, Inc., a wholly owned subsidiary of the General Partner, for a
sales price of $171,213,667, which represented the average of three independent
appraisals of the fair market value of the Independence System. Trading of the
Partnership's Class A Units on the American Stock Exchange ceased at the close
of business on August 29, 1997 and the Partnership's transfer agent closed the
Partnership's transfer books on that date and no further transfers were allowed
after that date. The Partnership repaid its $35,000,000 outstanding balance on
its credit facility and paid a 2.5 percent brokerage fee of $4,280,342 to The
Jones Group, Ltd., a subsidiary of the General Partner, for acting as broker in
this transaction. The Partnership distributed the balance of the sale proceeds,
plus cash on hand and interest income, totaling $134,410,504 (or $16.15 per
Class A Unit) to its Class A Unitholders of record as of August 31, 1997 on
September 15, 1997. Because this distribution plus previous distributions made
to Class A Unitholders did not equal the preferred return to the limited
partners set forth in the Partnership Agreement, there was no General Partner
distribution related to this transaction. Since the Independence System was the
Partnership's only remaining asset, the Partnership has been liquidated and will
be dissolved by December 31, 1997.
RESULTS OF OPERATIONS
- ---------------------
The Partnership sold its Independence System on August 31, 1997. The
Partnership has been liquidated and will be dissolved by December 31, 1997.
7
<PAGE>
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
8
<PAGE>
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 INVESTORS, L.P.
BY: JONES INTERCABLE, INC.
General Partner
By: /S/ Kevin P. Coyle
----------------------------------
Kevin P. Coyle
Group Vice President/Finance
(Principal Financial Officer)
Dated: November 13, 1997
9
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 22,949,063
<CGS> 0
<TOTAL-COSTS> 20,735,681
<OTHER-EXPENSES> (121,736,514)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,595,704
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 122,354,192
<EPS-PRIMARY> 14.70
<EPS-DILUTED> 14.70
</TABLE>
