JONES CABLE INCOME FUND 1-C LTD
10-Q, 1999-05-14
RADIOTELEPHONE COMMUNICATIONS
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<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, 1999
 
[_]  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:  0-15714

                       JONES CABLE INCOME FUND 1-C, LTD.
- --------------------------------------------------------------------------------
               Exact name of registrant as specified in charter

Colorado                                                              84-1010419
- --------------------------------------------------------------------------------
State of organization                                     I.R.S. employer I.D. #

                1500 Market Street, Philadelphia, PA 19102-2148
                -----------------------------------------------
                     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  
     -----                                                      -----
<PAGE>
 
                       JONES CABLE INCOME FUND 1-C, LTD.
                       ---------------------------------
                            (A Limited Partnership)

                     UNAUDITED CONSOLIDATED BALANCE SHEETS
                     -------------------------------------
<TABLE>
<CAPTION>
 
 
                                                                     March 31,    December 31,
        ASSETS                                                         1999          1998
        ------                                                     -----------   ------------
<S>                                                                <C>           <C>
                                                                 
CASH                                                               $    58,019    $   118,938
                                                                 
TRADE RECEIVABLES, less allowance for doubtful                   
  receivables of $2,572 and $2,507 at March 31, 1999             
  and December 31, 1998, respectively                                   18,374          8,676
                                                                 
INVESTMENT IN CABLE TELEVISION PROPERTIES:                       
  Property, plant and equipment, at cost                             5,822,161      5,763,293
  Less- accumulated depreciation                                    (3,442,468)    (3,331,334)
                                                                   -----------    -----------
                                                                 
                                                                     2,379,693      2,431,959
                                                                 
  Franchise costs and other intangible assets, net of accumulated
    amortization of $3,863,850 and $3,793,620 at                 
    March 31, 1999 and December 31, 1998, respectively                 763,243        833,473
                                                                   -----------    -----------
                                                                 
                                                                 
                  Total investment in cable television properties    3,142,936      3,265,432
                                                                 
DEPOSITS, PREPAID EXPENSES AND DEFERRED CHARGES                        104,540        450,504
                                                                   -----------    -----------
                                                                 
                  Total assets                                     $ 3,323,869    $ 3,843,550
                                                                   ===========    ===========
 
</TABLE>
     The accompanying notes to unaudited consolidated financial statements
      are an integral part of these unaudited consolidated balance sheets.
                                        

                                       2
<PAGE>
 
                       JONES CABLE INCOME FUND 1-C, LTD.
                       ---------------------------------
                            (A Limited Partnership)

                     UNAUDITED CONSOLIDATED BALANCE SHEETS
                     -------------------------------------
<TABLE>
<CAPTION>
 
 
                                                                         March 31,    December 31,
        LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)                        1999          1998
        -------------------------------------------                    ------------   ------------
<S>                                                                    <C>            <C>
 
LIABILITIES:
  Debt                                                                 $  2,413,939   $  2,417,756
  Accounts payable and accrued liabilities                                  897,393      1,287,365
  Subscriber prepayments                                                     33,059         32,076
                                                                       ------------   ------------
 
                  Total liabilities                                       3,344,391      3,737,197
                                                                       ------------   ------------
 
MINORITY INTEREST IN JOINT VENTURE                                           33,421         83,879
                                                                       ------------   ------------
 
PARTNERS' CAPITAL (DEFICIT):
  General Partner-
    Contributed capital                                                       1,000          1,000
    Accumulated earnings                                                    111,679        112,443
    Distributions                                                          (113,443)      (113,443)
                                                                       ------------   ------------
 
                                                                               (764)             -
                                                                       ------------   ------------
 
  Limited Partners-
    Net contributed capital (85,059 units outstanding at
      March 31, 1999 and December 31, 1998)                              34,909,262     34,909,262
    Accumulated earnings                                                 10,217,264     10,292,917
    Distributions                                                       (45,179,705)   (45,179,705)
                                                                       ------------   ------------
 
                                                                            (53,179)        22,474
                                                                       ------------   ------------
 
                  Total liabilities and partners' capital (deficit)    $  3,323,869   $  3,843,550
                                                                       ============   ============
 
</TABLE>
     The accompanying notes to unaudited consolidated financial statements
      are an integral part of these unaudited consolidated balance sheets.
                                        

                                       3
<PAGE>
 
                       JONES CABLE INCOME FUND 1-C, LTD.
                       ---------------------------------
                            (A Limited Partnership)

                UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
                -----------------------------------------------
 
 
                                                For the Three Months Ended
                                                         March 31,
                                                --------------------------
                                                             
                                                   1999           1998
                                                ----------     -----------
                                                             
REVENUES                                        $  607,350     $ 3,109,910
                                                             
COSTS AND EXPENSES:                                          
  Operating expenses                               371,932       1,932,314
  Management fees and allocated overhead from                
    General Partner                                 73,792         344,840
  Depreciation and amortization                    198,524       1,092,550
                                                ----------     -----------
                                                             
OPERATING LOSS                                     (36,898)       (259,794)
                                                ----------     -----------
                                                             
OTHER INCOME (EXPENSE):                                      
  Interest expense                                 (50,574)       (144,279)
  Gain on sale of cable television system                -      12,638,349
  Other, net                                       (39,403)        (49,733)
                                                ----------     -----------
                                                             
          Total other income (expense), net        (89,977)     12,444,337
                                                ----------     -----------
                                                             
CONSOLIDATED INCOME (LOSS)                        (126,875)     12,184,543
                                                             
MINORITY INTEREST IN CONSOLIDATED                            
  (INCOME) LOSS                                     50,458      (4,845,793)
                                                ----------     -----------
                                                             
NET INCOME (LOSS)                               $  (76,417)    $ 7,338,750
                                                ==========     ===========
                                                             
ALLOCATION OF NET INCOME (LOSS):                             
  General Partner                               $     (764)    $     3,715
                                                ==========     ===========
                                                             
  Limited Partners                              $  (75,653)    $ 7,335,035
                                                ==========     ===========
                                                             
NET INCOME (LOSS) PER LIMITED                                
  PARTNERSHIP UNIT                              $     (.89)         $86.23
                                                ==========     ===========
                                                             
WEIGHTED AVERAGE NUMBER OF LIMITED                           
  PARTNERSHIP UNITS OUTSTANDING                     85,059          85,059
                                                ==========     ===========
 
     The accompanying notes to unaudited consolidated financial statements
       are an integral part of these unaudited consolidated statements.
                                        

                                       4
<PAGE>
 
                       JONES CABLE INCOME FUND 1-C, LTD.
                       ---------------------------------
                            (A Limited Partnership)

                UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                -----------------------------------------------
<TABLE>
<CAPTION>
                                                                 For the Three Months Ended
                                                                          March 31,
                                                                 --------------------------

                                                                    1999           1998
                                                                 ----------    ------------
<S>                                                              <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)                                           $  (76,417)   $  7,338,750
     Adjustments to reconcile net income (loss) to net
        cash provided by (used in) operating activities:
          Depreciation and amortization                             198,524       1,092,550
          Gain on sale of cable television system                         -     (12,638,349)
          Minority interest in consolidated income (loss)           (50,458)      4,845,793
          Increase in trade receivables, net                         (9,698)         (2,612)
          Decrease (increase) in deposits, prepaid expenses
            and deferred charges                                    328,804         (54,646)
          Decrease in accounts payable and accrued
            liabilities and subscriber prepayments                 (388,989)       (927,761)
                                                                 ----------    ------------ 
          Net cash provided by (used in) operating activities         1,766        (346,275)
                                                                 ----------    ------------ 
 
CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of property and equipment, net                        (58,868)       (359,930)
     Proceeds from sale of cable television system, net
       of brokerage fee and escrow                                        -      20,565,000
                                                                 ----------    ------------ 
 
          Net cash provided by (used in) investing activities       (58,868)     20,205,070
                                                                 ----------    ------------ 

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from borrowings                                             -       1,018,892
     Repayment of debt                                               (3,817)     (9,647,128)
     Distribution to Venture Partner                                      -      (4,374,700)
     Distribution to Limited Partners                                     -      (6,625,300)
                                                                 ----------    ------------ 
 
          Net cash used in financing activities                      (3,817)    (19,628,236)
                                                                 ----------    ------------  

Increase (decrease) in cash                                         (60,919)        230,559
 
Cash, beginning of period                                           118,938         454,501
                                                                 ----------    ------------ 
 
Cash, end of period                                              $   58,019    $    685,060
                                                                 ==========    ============
 
SUPPLEMENTAL CASH FLOW DISCLOSURE:
     Interest paid                                               $   61,216    $    274,901
                                                                 ==========    ============
 </TABLE>

     The accompanying notes to unaudited consolidated financial statements
        are an integral part of these unaudited consolidated statements.

                                       5
<PAGE>
 
                       JONES CABLE INCOME FUND 1-C, LTD.
                       ---------------------------------
                            (A Limited Partnership)

             NOTES TO UNAUDITED CONSOLIDATED 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-
C, Ltd. (the "Partnership") at March 31, 1999 and December 31, 1998 and its
results of operations and cash flows for the three month periods ended March 31,
1999 and 1998. Results of operations for this period are not necessarily
indicative of results to be expected for the full year.

     The accompanying consolidated financial statements include 100 percent of
the accounts of the Partnership and those of Jones Cable Income Fund 1-B/C
Venture (the "Venture") reduced by the 40 percent minority interest in the
Venture owned by Jones Cable Income Fund 1-B, Ltd. ("Fund 1-B").  All
interpartnership accounts and transactions have been eliminated.  The Venture
owns and operates the cable television system serving Myrtle Creek, Oregon (the
"Myrtle Creek System").  Jones Intercable, Inc., a publicly held Colorado
corporation, is the "General Partner" and manages the Partnership and the
Venture.

     On April 7, 1999, Comcast Corporation ("Comcast") completed the acquisition
of a controlling interest in the General Partner. Comcast now owns approximately
12.8 million shares of the General Partner's Class A Common Stock and
approximately 2.9 million shares of the General Partner's Common Stock,
representing approximately 37% of the economic interest and 47% of the voting
interest in the General Partner. Also on that date, Comcast contributed its
shares in the General Partner to Comcast's wholly owned subsidiary, Comcast
Cable Communications, Inc. ("Comcast Cable"). The approximately 2.9 million
shares of Common Stock of the General Partner owned by Comcast represents
approximately 57% of the outstanding Common Stock, which class of stock is
entitled to elect 75% of the Board of Directors of the General Partner. As a
result of this transaction, the General Partner is now a consolidated public
company subsidiary of Comcast Cable.

     Also on April 7, 1999, the bylaws of the General Partner were amended to
establish the size of the General Partner's Board of Directors as a range from
eight to thirteen directors and the board was reconstituted so as to have eight
directors and the following directors of the General Partner resigned: Robert E.
Cole, Josef J. Fridman, James J. Krejci, James B. O'Brien, Raphael M. Solot,
Robert Kearney, Howard O. Thrall, Siim Vanaselja, Sanford Zisman and Glenn R.
Jones. In addition, Donald L. Jacobs resigned as a director elected by the
holders of Class A Common Stock and was elected by the remaining directors as a
director elected by the holders of Common Stock. The remaining directors elected
the following persons to fill the vacancies on the board created by such
resignations: Ralph J. Roberts, Brian L. Roberts, John R. Alchin, Stanley Wang
and Lawrence S. Smith. All of the newly elected directors, with the exception of
Mr. Jacobs, are officers of Comcast. Also on April 7, 1999, the following
executive officers of the General Partner resigned: Glenn R. Jones, James B.
O'Brien, Ruth E. Warren, Kevin P. Coyle, Cynthia A. Winning, Elizabeth M.
Steele, Wayne H. Davis and Larry W. Kaschinske. The following persons were
appointed as executive officers of the General Partner on April 7, 1999: Ralph
J. Roberts, Brian L. Roberts, Lawrence S. Smith, John R. Alchin and Stanley
Wang.

     Comcast is principally engaged in the development, management and operation
of broadband cable networks and in the provision of content through programming
investments. Comcast Cable is principally engaged in the development, management
and operation of broadband cable networks. The address of Comcast's principal
office is 1500 Market Street, Philadelphia, Pennsylvania 19102-2148, which is
also now the address of the General Partner's principal office. The address of
Comcast Cable's principal office is 1201 Market Street, Suite 2201, Wilmington,
Delaware 19801.

                                       6
<PAGE>
 
(2)  On September 9, 1998, the Venture entered into an asset purchase agreement
providing for the sale of the Myrtle Creek System to an unaffiliated party for a
sales price of $10,000,000, subject to customary closing adjustments. The
closing of this transaction, which is expected to occur in the second quarter of
1999, is subject to the consents of governmental authorities and third parties
with whom the Venture has contracted that are necessary for the transfer of the
Myrtle Creek System. Because the sale of the Myrtle Creek System represents a
sale of all of the remaining assets of the Partnership and Fund 1-B, a vote of
the limited partners of the Partnership and a vote of the limited partners of
Fund 1-B will be required to approve this sale. The General Partner expects to
conduct these votes in the second quarter of 1999.

     Upon consummation of the proposed sale of the Myrtle Creek System, based
upon financial information as of March 31, 1999, the Venture will pay a $250,000
brokerage fee to The Intercable Group, Ltd. ("The Intercable Group"), a
subsidiary of the General Partner, representing 2.5 percent of the sales price,
for acting as a broker in the transaction, repay the balance outstanding on the
Venture's credit facility of $2,400,000, settle working capital adjustments and
deposit $500,000 into an indemnity escrow account. The remaining net sale
proceeds of approximately $6,085,000 will be distributed 60 percent to the
Partnership and 40 percent to Fund 1-B. The Partnership will receive
approximately $3,665,000 and Fund 1-B will receive approximately $2,420,000. The
Partnership, in turn, will distribute the $3,665,000 (an approximate return of
$43 for each $500 limited partnership interest, or $86 for each $1,000 invested
in the Partnership) to the limited partners of the Partnership. Because the
distribution to the limited partners of the Partnership together with all prior
distributions will not return the amount initially contributed by the limited
partners to the Partnership plus the limited partners' liquidation preference
provided by the Partnership's limited partnership agreement, the General Partner
will not receive a general partner distribution from the sale proceeds.

     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 purchaser 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. From this amount, the Venture will pay its
remaining liabilities and the Venture will then distribute the balance to its
partners. Since the Myrtle Creek System represents the only operating asset of
the Venture, and the Partnership's interest in the Venture represents its only
asset, the Partnership and the Venture will be liquidated and dissolved upon the
final distribution of any amounts remaining from the indemnity escrow account,
most likely in the third quarter of 2000.

     (3) On January 9, 1998, the Venture sold the cable television system
serving Clearlake and Lakeport, California (the "Clearlake System") to an
unaffiliated party. The Venture repaid a portion of its indebtedness, settled
working capital adjustments, deposited $300,000 into an indemnity escrow account
and distributed the remaining net sale proceeds to the Partnership and Fund 1-B.
The indemnity escrow period expired on January 9, 1999, and all of the $300,000
indemnity escrow amount plus $14,977 of interest was returned to the Venture.
The Venture has distributed these funds 60 percent to the Partnership and 40
percent to Fund 1-B. The Partnership anticipates that its portion of the
indemnity escrow amount will be included with the distribution to be made to the
limited partners from the sale of the Myrtle Creek System, which is anticipated
to be made in the third quarter of 1999.

(4)  The General Partner manages the Partnership and the Venture and receives a
fee for its services equal to 5 percent of the gross revenues of the Venture,
excluding revenues from the sale of cable television systems or franchises.
Management fees paid to the General Partner by the Venture for the three month
periods ended March 31, 1999 and 1998 were $30,368 and $155,496, respectively.

     The Venture reimburses the General Partner for certain allocated overhead
and administrative expenses. These expenses represent the salaries and related
benefits paid for corporate personnel, rent, data processing services and other
corporate facilities costs. Such personnel provide engineering, marketing,
administrative, accounting, legal and investor relations services to the
Venture. Such services, and their related costs, are necessary to the operations
of the Venture and would have been incurred by the Venture if it was a stand
alone entity. Allocations of personnel costs are based primarily on actual time
spent by employees of the General 

                                       7
<PAGE>
 
Partner with respect to each entity managed. Remaining expenses are allocated
based on the pro rata relationship of the Venture's revenues to the total
revenues of all systems owned or managed by the General Partner and certain of
its subsidiaries. Systems owned by the General Partner and all other systems
owned by partnerships for which Jones Intercable, Inc. is the general partner
are also allocated a proportionate share of these expenses. The General Partner
believes that the methodology of allocating overhead and administrative expenses
is reasonable. Overhead and administrative expenses allocated to the Venture by
the General Partner for the three month periods ended March 31, 1999 and 1998
were $43,424 and $189,344, respectively.

                                       8
<PAGE>
 
                       JONES CABLE INCOME FUND 1-C, LTD.
                       ---------------------------------
                            (A Limited Partnership)

        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        ---------------------------------------------------------------
                             RESULTS OF OPERATIONS
                             ---------------------

FINANCIAL CONDITION
- -------------------

     The Partnership owns a 60 percent interest in the Venture and Fund 1-B owns
a 40 percent interest in the Venture.  The accompanying financial statements
include 100 percent of the accounts of the Partnership and those of the Venture
reduced by Fund 1-B's 40 percent minority interest in the Venture.

     On September 9, 1998, the Venture entered into an asset purchase agreement
providing for the sale of the Myrtle Creek System to an unaffiliated party for a
sales price of $10,000,000, subject to customary closing adjustments. The
closing of this transaction, which is expected to occur in the second quarter of
1999, is subject to the consents of governmental authorities and third parties
with whom the Venture has contracted that are necessary for the transfer of the
Myrtle Creek System.  Because the sale of the Myrtle Creek System represents a
sale of all of the remaining assets of the Partnership and Fund 1-B, a vote of
the limited partners of the Partnership and a vote of the limited partners of
Fund 1-B will be required to approve this sale.  The General Partner expects to
conduct these votes in the second quarter of 1999.

     Upon consummation of the proposed sale of the Myrtle Creek System, based
upon financial information as of March 31, 1999, the Venture will pay a $250,000
brokerage fee to The Intercable Group representing 2.5 percent of the sales
price, for acting as a broker in the transaction, repay the balance outstanding
on the Venture's credit facility of $2,400,000, settle working capital
adjustments and deposit $500,000 into an indemnity escrow account. The remaining
net sale proceeds of approximately $6,085,000 will be distributed 60 percent to
the Partnership and 40 percent to Fund 1-B. The Partnership will receive
approximately $3,665,000 and Fund 1-B will receive approximately $2,420,000. The
Partnership, in turn, will distribute the $3,665,000 (an approximate return of
$43 for each $500 limited partnership interest, or $86 for each $1,000 invested
in the Partnership) to the limited partners of the Partnership. Because the
distribution to the limited partners of the Partnership together with all prior
distributions will not return the amount initially contributed by the limited
partners to the Partnership plus the limited partners' liquidation preference
provided by the Partnership's limited partnership agreement, the General Partner
will not receive a general partner distribution from the sale proceeds.

     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 purchaser 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. From this amount, the Venture will pay its
remaining liabilities and the Venture will then distribute the balance to its
partners. Since the Myrtle Creek System represents the only operating asset of
the Venture, and the Partnership's interest in the Venture represents its only
asset, the Partnership and the Venture will be liquidated and dissolved upon the
final distribution of any amounts remaining from the indemnity escrow account,
most likely in the third quarter of 2000.

     On January 9, 1998, the Venture sold the Clearlake System to an
unaffiliated party. The Venture repaid a portion of its indebtedness, settled
working capital adjustments, deposited $300,000 into an indemnity escrow account
and distributed the remaining net sale proceeds to the Partnership and Fund 1-B.
The indemnity escrow period expired on January 9, 1999, and all of the $300,000
indemnity escrow amount plus $14,977 of interest was returned to the Venture.
The Venture has distributed these funds 60 percent to the Partnership and 40
percent to Fund 1-B. The Partnership anticipates that its portion of the
indemnity escrow amount will be included with the distribution to be made to the
limited partners from the sale of the Myrtle Creek System, which is anticipated
to be made in the third quarter of 1999.

                                       9
<PAGE>
 
     During the first three months of 1999, capital expenditures within the
Myrtle Creek System totaled approximately $59,000. Approximately 95 percent of
these expenditures was for the construction of service drops to subscribers'
homes. The remainder was for other capital expenditures used to maintain the
value of the Myrtle Creek System. Funding for these expenditures was provided
by cash on hand. Anticipated capital expenditures for the remainder of 1999 are
approximately $8,000. These capital expenditures will be used to maintain the
value of the Myrtle Creek System until it is sold. Funding for these
expenditures is expected to come from cash on hand and cash generated from
operations. The Venture is obligated to conduct its business in the ordinary
course until the Myrtle Creek System is sold.

     During 1998, the Venture utilized proceeds from the sales of its cable
television systems to repay balances outstanding on its credit facility. On
November 5, 1998, the commitment on the credit facility was reduced to
$3,000,000. At March 31, 1999, the Venture's credit facility had $2,400,000
outstanding, leaving $600,000 available for future borrowings. This balance will
be repaid in full upon the sale of the Venture's Myrtle Creek System. If the
balance remains unpaid until September 30, 2000, the maximum amount available
begins to reduce quarterly until June 30, 2005 when the amount available will be
zero. Interest on outstanding principal is calculated at the Venture's option of
the Base Rate plus 1/8 percent, or the Euro-Rate plus 1 1/8 percent. The
effective interest rate on amounts outstanding as of March 31, 1999 and 1998 was
6.06 percent and 6.81 percent, respectively.

     The Venture has sufficient sources of capital available from cash on hand,
cash generated from operations and from borrowings available under its credit
facility to meet its anticipated needs until the Myrtle Creek System is sold.

RESULTS OF OPERATIONS
- ---------------------

     Revenues of the Venture decreased $2,502,560, or approximately 80 percent,
to $607,350 for the three months ended March 31, 1999 from $3,109,910 for the
comparable 1998 period. This decrease was a result of the sale of the Clearlake
System, the cable television system serving Three Rivers, Schoolcraft,
Vicksburg, Constantine, White Pigeon, Dowagiac, Watervliet and Vandalia, all in
the State of Michigan (the "Southwestern Michigan System") and the cable
television system serving South Sioux City, Nebraska (the "South Sioux City
System"). Disregarding the effect of these sales, revenues would have decreased
$3,608, or approximately 1 percent, to $607,350 in 1999 from $610,958 in 1998.
This decrease in revenues was primarily due to a decrease in the number of basic
subscribers. The number of basic subscribers in the Myrtle Creek System totaled
6,529 at March 31, 1999 compared to 6,568 at March 31, 1998, a decrease of
approximately 1 percent. No other single factor significantly affected the
decrease in revenues.

     Operating expenses consist primarily of costs associated with the operation
and administration of the Venture's cable television systems. The principal cost
components are salaries paid to system personnel, programming expenses,
professional fees, subscriber billing costs, rent for leased facilities, cable
system maintenance expenses and marketing expenses.

     Operating expenses decreased $1,560,382, or approximately 81 percent, to
$371,932 for the quarter ended March 31, 1999 from $1,932,314 for the comparable
1998 period. This decrease was a result of the sale of the Clearlake System, the
Southwestern Michigan System and the South Sioux City System. Disregarding the
effect of these sales, operating expenses would have increased $30,708, or
approximately 9 percent, to $371,932 in 1999 from $341,224 in 1998. This
increase in operating expenses was due primarily to increases in programming
fees. Operating expenses represented 61 percent and 56 percent of revenues for
the first quarter of 1999 and 1998, respectively. No other individual factor
was significant to the increase in operating expenses.

     Management fees and allocated overhead from the General Partner decreased
$271,048, or approximately 79 percent, to $73,792 for the quarter ended March
31, 1999 from $344,840 for the comparable 1998 period. This decrease was a
result of the sale of the Clearlake System, the Southwestern Michigan System and
the South Sioux City System. Disregarding the effect of these sales, management
fees and allocated overhead from the 

                                       10
<PAGE>
 
General Partner would have decreased $4,370, or approximately 6 percent, to
$73,792 in 1999 from $78,162 in 1998. This decrease was primarily due to a
decrease in expenses allocated from the General Partner.

     Depreciation and amortization expense decreased $894,026, or approximately
82 percent, to $198,524 for the three months ended March 31, 1999 from
$1,092,550 for the comparable 1998 period. This decrease was a result of the
sale of the Clearlake System, the Southwestern Michigan System and the South
Sioux City System. Disregarding the effect of these sales, depreciation and
amortization expense would have decreased $1,984, or approximately 1 percent, to
$198,524 in 1999 from $200,508 in 1998.

     The Venture's operating loss decreased $222,896, or approximately 86
percent, to $36,898 for the quarter ended March 31, 1999 from $259,794 for the
comparable 1998 period. This decrease was a result of the sale of the Clearlake
System, the Southwestern Michigan System and the South Sioux City System.
Disregarding the effect of these sales, the Venture's operating loss would have
increased $27,962 to $36,898 in 1999 compared to $8,936 in 1998. This increase
was a result of the decrease in operating cash flow exceeding the decrease in
management fees and allocated overhead from the General Partner and the decrease
in depreciation and amortization expense.

     Interest expense decreased $93,705, or approximately 65 percent, to $50,574
for the quarter ended March 31, 1999 from $144,279 for the comparable 1998
period. This decrease was primarily due to lower outstanding balances on the
Venture's interest bearing obligations during 1999.

     The Venture did not report a gain on sale of cable television system in the
first quarter of 1999. The Venture reported a gain on the sale of the Clearlake
System of $12,638,349 in the first quarter of 1998.

     The Venture reported a net loss of $126,875 for the three months ended
March 31, 1999 compared to net income of $12,184,543 for the similar 1998
period. This change was primarily due to the gain on the sale of the Clearlake
System in 1998.

                                       11
<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.

                                       12
<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 CABLE INCOME FUND 1-C, LTD.
                                               BY:  JONES INTERCABLE, INC.
                                                    General Partner



                                               By: /S/ Lawrence S. Smith
                                                   ----------------------------
                                                   Lawrence S. Smith
                                                   Principal Accounting Officer


                                               By:   /S/ Joseph J. Euteneuer
                                                   ----------------------------
                                                   Joseph J. Euteneuer
                                                   Vice President (Authorized 
                                                    Officer)



Dated:  May 14, 1999

                                       13

<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 5
       
<S>                                        <C>
<PERIOD-TYPE>                                    3-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-START>                             JAN-01-1999
<PERIOD-END>                               MAR-31-1999
<CASH>                                          58,019
<SECURITIES>                                         0
<RECEIVABLES>                                   18,374
<ALLOWANCES>                                   (2,572)
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                       5,822,161
<DEPRECIATION>                             (3,442,468)
<TOTAL-ASSETS>                               3,323,869
<CURRENT-LIABILITIES>                          930,452
<BONDS>                                      2,413,939
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                    (20,522)
<TOTAL-LIABILITY-AND-EQUITY>                 3,323,869
<SALES>                                              0
<TOTAL-REVENUES>                               607,350
<CGS>                                                0
<TOTAL-COSTS>                                  644,248
<OTHER-EXPENSES>                                39,403
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              50,574
<INCOME-PRETAX>                               (76,417)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                           (76,417)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (76,417)
<EPS-PRIMARY>                                    (.89)
<EPS-DILUTED>                                    (.89)
        

</TABLE>


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