<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, 1998
----------------
[_] 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: 0-16939
JONES SPACELINK INCOME/GROWTH FUND 1-A, LTD.
- --------------------------------------------------------------------------------
Exact name of registrant as specified in charter
Colorado #84-1069504
- --------------------------------------------------------------------------------
State of Organization IRS employer I.D. #
9697 East Mineral Avenue, P. O. Box 3309, Englewood, Colorado 80155-3309
------------------------------------------------------------------------
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 _________
-------
<PAGE>
JONES SPACELINK INCOME/GROWTH FUND 1-A, LTD.
--------------------------------------------
(A Limited Partnership)
UNAUDITED BALANCE SHEETS
------------------------
ASSETS
------
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
------------ -------------
<S> <C> <C>
CASH $ 121,911 $ 146,657
TRADE RECEIVABLES, less allowance for
doubtful receivables of $13,596 and $12,965 at
March 31, 1998 and December 31, 1997, respectively 256,719 182,946
INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment, at cost 12,348,775 12,139,015
Less - accumulated depreciation (6,301,147) (6,056,785)
----------- -----------
6,047,628 6,082,230
Franchise costs and other intangible assets, net of
accumulated amortization of $9,297,405 and $9,112,732
at March 31, 1998 and December 31, 1997, respectively 4,270,590 4,455,263
----------- -----------
Total investment in cable television properties 10,318,218 10,537,493
DEPOSITS, PREPAID EXPENSES AND OTHER ASSETS 199,360 77,615
----------- -----------
Total assets $10,896,208 $10,944,711
=========== ===========
</TABLE>
The accompanying notes to unaudited financial statements
are an integral part of these unaudited balance sheets.
2
<PAGE>
JONES SPACELINK INCOME/GROWTH FUND 1-A, LTD.
--------------------------------------------
(A Limited Partnership)
UNAUDITED BALANCE SHEETS
------------------------
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
------------- -------------
<S> <C> <C>
LIABILITIES:
Credit facility and capitalized lease
obligations $ 7,611,993 $ 7,620,042
Trade accounts payable and accrued liabilities 322,332 307,207
Subscriber prepayments and deposits 32,979 31,862
------------ ------------
Total liabilities 7,967,304 7,959,111
------------ ------------
PARTNERS' CAPITAL (DEFICIT):
General Partner-
Contributed capital 1,000 1,000
Distributions (103,950) (103,950)
Accumulated earnings 85,125 85,692
------------ ------------
(17,825) (17,258)
------------ ------------
Limited Partners-
Contributed capital, net of
related commissions, syndication
costs and interest (51,276 units
outstanding at March 31, 1998
and December 31, 1997) 21,875,852 21,875,852
Distributions (15,291,180) (15,291,180)
Accumulated deficit (3,637,943) (3,581,814)
------------ ------------
2,946,729 3,002,858
------------ ------------
Total partners' capital (deficit) 2,928,904 2,985,600
------------ ------------
Total liabilities and partners'
capital (deficit) $ 10,896,208 $ 10,944,711
============ ============
</TABLE>
The accompanying notes to unaudited financial statements
are an integral part of these unaudited balance sheets.
3
<PAGE>
JONES SPACELINK INCOME/GROWTH FUND 1-A, LTD.
--------------------------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF OPERATIONS
----------------------------------
<TABLE>
<CAPTION>
For the Three Months
Ended March 31,
------------------------
1998 1997
----------- -----------
<S> <C> <C>
REVENUES $1,449,053 $1,344,655
COSTS AND EXPENSES:
Operating expenses 754,884 691,538
Management fees and allocated administrative
costs from the General Partner 158,830 146,028
Depreciation and amortization 441,332 406,109
---------- ----------
OPERATING INCOME 94,007 100,980
---------- ----------
OTHER INCOME (EXPENSE):
Interest expense (155,390) (160,731)
Other, net 4,687 (5,492)
---------- ----------
Total other income (expense) (150,703) (166,223)
---------- ----------
NET LOSS $ (56,696) $ (65,243)
========== ==========
ALLOCATION OF NET LOSS:
General Partner $ (567) $ (652)
========== ==========
Limited Partners $ (56,129) $ (64,591)
========== ==========
NET LOSS PER LIMITED
PARTNERSHIP UNIT $(1.09) $(1.26)
========== ==========
WEIGHTED AVERAGE NUMBER OF
LIMITED PARTNERSHIP UNITS
OUTSTANDING 51,276 51,276
========== ==========
</TABLE>
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
4
<PAGE>
JONES SPACELINK INCOME/GROWTH FUND 1-A, LTD.
--------------------------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF CASH FLOWS
----------------------------------
<TABLE>
<CAPTION>
For the Three Months
Ended March 31,
----------------------
1998 1997
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (56,696) $ (65,243)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 441,332 406,109
Increase in trade accounts receivable, net (73,773) (11,986)
Increase in deposits, prepaid expenses and
other assets (134,042) (34,277)
Increase (decrease) in trade accounts payable and
accrued liabilities and subscriber prepayments
and deposits 16,242 (47,647)
--------- ---------
Net cash provided by operating activities 193,063 246,956
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment, net (209,760) (235,355)
--------- ---------
Net cash used in investing activities (209,760) (235,355)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings - 600,000
Repayment of borrowings (8,049) (8,001)
Decrease in accrued distributions - (315,657)
--------- ---------
Net cash provided by (used in) financing activities (8,049) 276,342
--------- ---------
Increase (decrease) in cash (24,746) 287,943
Cash, at beginning of period 146,657 56,865
--------- ---------
Cash, at end of period $ 121,911 $ 344,808
========= =========
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 139,388 $ 158,595
========= =========
</TABLE>
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
5
<PAGE>
JONES SPACELINK INCOME/GROWTH FUND 1-A, 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 Spacelink
Income/Growth Fund 1-A, Ltd. (the "Partnership") at March 31, 1998 and December
31, 1997 and its results of operations and cash flows for the three month
periods ended March 31, 1998 and 1997. Results of operations for these periods
are not necessarily indicative of results to be expected for the full year.
The Partnership owns and operates the cable television systems serving the
areas in and around the communities of Bluffton, Decatur, Monroe, Auburn,
Butler, Uniondale, Waterloo, Poneto, Vera Cruz and Garrett, and portions of the
unincorporated areas of Wells, Allen, Noble, Adams and DeKalb Counties, all in
the State of Indiana (the "Northeast Indiana Systems").
(2) On December 17, 1997, the Partnership entered into an asset purchase
agreement to sell the Northeast Indiana Systems to an unaffiliated party for a
sales price of $23,500,000, subject to closing adjustments that may have the
effect of increasing or decreasing the sales price by a non-material amount.
Closing of the sale, which is anticipated to occur on June 30, 1998, is subject
to several conditions, including necessary governmental and other third party
consents and the termination or expiration of the statutory waiting period
applicable to the asset purchase agreement and the transactions contemplated
thereby under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended. In addition, because the Northeast Indiana Systems constitute all of
the Partnership's assets, the sale must be approved by the owners of a majority
of the interests of the Partnership. The General Partner intends to conduct a
vote of the limited partners on this matter in May 1998. Upon the consummation
of the proposed sale of the Northeast Indiana Systems, the Partnership will
repay all of its indebtedness including the $7,500,000 borrowed under its credit
facility and capital lease obligations totaling $111,993, leaving the
Partnership with no debt outstanding, settle working capital adjustments, and
then deposit $1,000,000 into an indemnity escrow account. The remaining net sale
proceeds of approximately $15,185,000 will be distributed to the Partnership's
limited partners of record as of the closing date of the sale of the Northeast
Indiana Systems. Based upon financial information as of March 31, 1998, this
distribution will give the Partnership's limited partners an approximate return
of $296 for each $500 limited partnership interest, or $592 for each $1,000
invested in the Partnership. Taking into account prior distributions to limited
partners from the Partnership's operating cash flow and from the net proceeds
from the sales of the Lake Geneva System and Ripon System, the limited partners
of the Partnership will have received a total of $594 for each $500 limited
partner interest, or $1,188 for each $1,000 invested in the Partnership.
For a period of one year following the closing date, $1,000,000 of the sale
proceeds will remain in escrow as security for the Partnership's agreement to
indemnify the buyer under the asset purchase agreement. The Partnership's
primary exposure, if any, will relate to the representations and warranties made
about the Northeast Indiana Systems 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 period will be distributed to the limited partners of the
Partnership at that time. If the entire $1,000,000 escrow amount is distributed
to the limited partners, of which there can be no assurance, limited partners
would receive $19.50 for each $500 limited partnership interest, or $39 for each
$1,000 invested in the Partnership. The Partnership will continue in existence
at least until any amounts remaining from the indemnity escrow account have been
distributed. Since the Northeast Indiana Systems represent the only asset of the
Partnership, the Partnership will be liquidated and dissolved upon the final
distribution of any amounts remaining from the indemnity escrow account.
(3) Jones Intercable, Inc. (the "General Partner"), a publicly held Colorado
corporation, manages the Partnership and receives a fee for its services equal
to 5 percent of the gross revenues of the Partnership, excluding revenues from
the sale of cable television systems or franchises. Management fees paid to the
General Partner by the Partnership for the three month periods ended March 31,
1998 and 1997 were $72,453 and $67,233, respectively.
6
<PAGE>
The Partnership reimburses the General Partner and certain of its
subsidiaries for certain allocated general and administrative expenses. These
expenses represent the salaries and related benefits paid for corporate
personnel, office rent and related facilities expense. Such personnel provide
engineering, marketing, administrative, accounting, legal and investor relations
services to the Partnership. Such services, and their related costs, are
necessary to the operations of the Partnership and would have been incurred by
the Partnership if it was a stand alone entity. Allocations of personnel costs
are based on actual time spent by employees of the General Partner with respect
to each partnership managed. Remaining expenses are allocated based on the pro
rata relationship of the Partnership'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 Intercable is the general partner are also allocated a proportionate
share of these expenses. The General Partner believes that the methodology used
in allocating general and administrative costs is reasonable. General and
administrative expenses allocated to the Partnership by the General Partner were
$86,377 and $78,795 for the three month periods ended March 31, 1998 and 1997.
7
<PAGE>
JONES SPACELINK INCOME/GROWTH FUND 1-A, LTD.
--------------------------------------------
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
---------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
FINANCIAL CONDITION
- -------------------
On December 17, 1997, the Partnership entered into an asset purchase
agreement to sell the Northeast Indiana Systems to an unaffiliated party for a
sales price of $23,500,000, subject to closing adjustments that may have the
effect of increasing or decreasing the sales price by a non-material amount.
Closing of the sale, which is anticipated to occur on June 30, 1998, is subject
to several conditions, including necessary governmental and other third party
consents and the termination or expiration of the statutory waiting period
applicable to the asset purchase agreement and the transactions contemplated
thereby under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended. In addition, because the Northeast Indiana Systems constitute all of
the Partnership's assets, the sale must be approved by the owners of a majority
of the interests of the Partnership. The General Partner intends to conduct a
vote of the limited partners on this matter in May 1998. Upon the consummation
of the proposed sale of the Northeast Indiana Systems, the Partnership will
repay all of its indebtedness including the $7,500,000 borrowed under its credit
facility and capital lease obligations totaling $111,993, leaving the
Partnership with no debt outstanding, settle working capital adjustments, and
then deposit $1,000,000 into an indemnity escrow account. The remaining net
sale proceeds of approximately $15,185,000 will be distributed to the
Partnership's limited partners of record as of the closing date of the sale of
the Northeast Indiana Systems. Based upon financial information as of March 31,
1998, this distribution will give the Partnership's limited partners an
approximate return of $296 for each $500 limited partnership interest, or $592
for each $1,000 invested in the Partnership. Taking into account prior
distributions to limited partners from the Partnership's operating cash flow and
from the net proceeds from the sales of the Lake Geneva System and Ripon System,
the limited partners of the Partnership will have received a total of $594 for
each $500 limited partner interest, or $1,188 for each $1,000 invested in the
Partnership.
For a period of one year following the closing date, $1,000,000 of the
sale proceeds will remain in escrow as security for the Partnership's agreement
to indemnify the buyer under the asset purchase agreement. The Partnership's
primary exposure, if any, will relate to the representations and warranties made
about the Northeast Indiana Systems 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 period will be distributed to the limited
partners of the Partnership at that time. If the entire $1,000,000 escrow amount
is distributed to the limited partners, of which there can be no assurance,
limited partners would receive $19.50 for each $500 limited partnership
interest, or $39 for each $1,000 invested in the Partnership. The Partnership
will continue in existence at least until any amounts remaining from the
indemnity escrow account have been distributed. Since the Northeast Indiana
Systems represent the only asset of the Partnership, the Partnership will be
liquidated and dissolved upon the final distribution of any amounts remaining
from the indemnity escrow account.
For the three months ended March 31, 1998, the Partnership generated cash
from operating activities totaling $193,063, which is available to fund capital
expenditures and non-operating costs. During the first three months of 1998,
the Partnership purchased plant and equipment for its cable television systems
totaling approximately $210,000. Approximately 49 percent was for plant
extensions related to new homes passed. Approximately 36 percent of these
expenditures was for service drops to homes. The remainder was for other
capital expenditures to maintain the value of the Northeast Indiana Systems. The
capital expenditures were funded primarily from cash flow from operations and
cash on hand. Anticipated capital expenditures for the remainder of 1998 are
estimated to be approximately $217,000, and will be financed primarily from cash
flow from operations. It is estimated that approximately 63 percent of these
expenditures will be for service drops to homes and approximately 21 percent
will be for plant extensions related to new homes passed. The remaining
anticipated expenditures are for other capital expenditues to maintain the value
of the Northeast Indiana Systems until they are sold. Depending upon the timing
of the closing of the sale of the Northeast Indiana Systems, the Partnership
will make only the portion of the budgeted capital expenditures scheduled to be
made during the Partnership's continued ownership of the Northeast Indiana
Systems.
At March 31, 1998, $7,500,000 was outstanding under the Partnership's
$8,000,000 credit facility, leaving $500,000 available for the Partnership.
This credit facility has a final maturity date of the earlier of June 30, 1998
or the
8
<PAGE>
date of sale of the Northeast Indiana Systems. This credit facility will be
repaid in full upon the sale of the Northeast Indiana Systems, which is expected
to occur on June 30, 1998. Interest on the outstanding principal balance is at
the Partnership's option of the Prime Rate plus 1/4 percent or the London
Interbank Offered Rate plus 1-1/4 percent. The effective interest rates on
outstanding obligations as of March 31, 1998 and 1997 were 6.89 percent and 6.98
percent, respectively.
The Partnership has cash on hand and cash flow from operations that will be
sufficient to fund capital expenditures and other liquidity needs of the
Partnership, assuming the Northeast Indiana Systems are sold by June 30, 1998.
RESULTS OF OPERATIONS
- ---------------------
Revenues of the Partnership for the three months ended March 31, 1998
increased $104,398, or approximately 8 percent, to $1,449,053 for the three
months ended March 31, 1998 from $1,344,655 for the similar period in 1997.
Increases in the number of basic subscribers and basic service rate increases
accounted for approximately 38 percent and 34 percent, respectively, of the
increase in revenues for the three month period ended March 31, 1998. The
number of basic subscribers totaled 15,147 at March 31, 1998 compared to 14,471
at March 31, 1997, an increase of 676, or approximately 5 percent. No other
individual factor significantly affected the increase in revenues.
Operating expenses consist primarily of costs associated with the operation
and administration of the Partnership'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 increased $63,346, or approximately 9 percent, to
$754,884 for the three months ended March 31, 1998 from $691,538 for the
comparable period in 1997. This increase was primarily the result of increases
in programming costs. No other individual factor significantly affected the
increase in operating expenses for the periods discussed.
The cable television industry generally measures the financial performance
of a cable television system in terms of operating cash flow (revenues less
operating expenses). 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. Operating cash flow increased
$41,052, or approximately 6 percent, to $694,169 for the three months ended
March 31, 1998 from $653,117 for the comparable period in 1997. This increase
was due to the increase in revenues exceeding the increase in operating
expenses.
Management fees and allocated administrative costs from the General Partner
increased $12,802, or approximately 9 percent, to $158,830 for the quarter ended
March 31, 1998 from $146,028 for the comparable period in 1997. This increase
was due to an increase in revenues, upon which such management fees and
allocations are based, and the timing of certain expenses allocated from the
General Partner.
Depreciation and amortization expense increased $35,223, or approximately 9
percent, to $441,332 for the quarter ended March 31, 1998 from $406,109 for the
comparable period in 1997. This increase was due to capital additions in 1997.
Operating income decreased $6,973, or approximately 7 percent, to $94,007
for the three months ended March 31, 1998 from $100,980 for the comparable
period in 1997. This decrease was the result of the increases in management
fees and allocated administrative costs from the General Partner and
depreciation and amortization expense exceeding the increase in operating cash
flow.
Interest expense decreased $5,341, or approximately 3 percent, to $155,390
for the three months ended March 31, 1998 from $160,731 for the comparable
period in 1997. This decrease was the result of lower outstanding balances on
interest bearing obligations and lower effective interest rates in 1998 compared
to 1997.
Net loss decreased $8,547, or approximately 13 percent, to $56,696 for the
three months ended March 31, 1998 from $65,243 for the similar 1997 period.
This decrease was the result of the factors discussed above.
9
<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
10
<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 SPACELINK INCOME/GROWTH FUND 1-A, LTD.
BY: JONES INTERCABLE, INC.
General Partner
By: /S/ Kevin P. Coyle
------------------------------------------
Group Vice President/Finance
(Principal Financial Officer)
Dated: May 13, 1998
11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 121,911
<SECURITIES> 0
<RECEIVABLES> 256,719
<ALLOWANCES> (13,596)
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 12,348,775
<DEPRECIATION> (6,301,147)
<TOTAL-ASSETS> 10,896,208
<CURRENT-LIABILITIES> 355,311
<BONDS> 7,611,993
0
0
<COMMON> 0
<OTHER-SE> 2,928,904
<TOTAL-LIABILITY-AND-EQUITY> 10,896,208
<SALES> 0
<TOTAL-REVENUES> 1,449,053
<CGS> 0
<TOTAL-COSTS> 1,355,046
<OTHER-EXPENSES> (4,687)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 155,390
<INCOME-PRETAX> (56,696)
<INCOME-TAX> 0
<INCOME-CONTINUING> (56,696)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (56,696)
<EPS-PRIMARY> (1.09)
<EPS-DILUTED> (1.09)
</TABLE>
