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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 1999
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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
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Commission File Number: 0-16939
JONES SPACELINK INCOME/GROWTH FUND 1-A, LTD.
- --------------------------------------------------------------------------------
Exact name of registrant as specified in charter
Colorado #84-1069504
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State of organization IRS employer I.D. #
1500 Market Street, Philadelphia, PA 19102-2148
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Address of principal executive office
(215) 665-1700
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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 SPACELINK INCOME/GROWTH FUND 1-A, LTD.
(A Limited Partnership)
UNAUDITED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
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<S> <C> <C>
ASSETS
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Proceeds from sale in escrow $ 1,033,750 $ 1,000,000
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Total assets $ 1,033,750 $ 1,000,000
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<CAPTION>
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
<S> <C> <C>
LIABILITIES:
Accounts payable and accrued liabilities $ 175,694 $ 135,696
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Total liabilities 175,694 135,696
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PARTNERS' CAPITAL:
General Partner-
Contributed capital 1,000 1,000
Distributions (103,950) (103,950)
Accumulated earnings 102,950 102,950
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- -
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Limited Partners-
Contributed capital, net of
related commissions, syndication
costs and interest (51,276 units
outstanding at March 31, 1999
and December 31, 1998) 21,875,852 21,875,852
Distributions (30,206,680) (30,206,680)
Accumulated earnings 9,188,884 9,195,132
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858,056 864,304
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Total partners' capital 858,056 864,304
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Total liabilities and partners' capital $ 1,033,750 $ 1,000,000
============= =================
</TABLE>
The accompanying notes to unaudited financial statements
are an integral part of these unaudited balance sheets.
2
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JONES SPACELINK INCOME/GROWTH FUND 1-A, LTD.
(A Limited Partnership)
UNAUDITED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the Three Months
Ended March 31,
------------------------------------
1999 1998
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<S> <C> <C>
REVENUES $ - $ 1,449,053
COSTS AND EXPENSES:
Operating expenses - 754,884
Management fees and allocated administrative
costs from the General Partner - 158,830
Depreciation and amortization - 441,332
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OPERATING INCOME - 94,007
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OTHER INCOME (EXPENSE):
Interest expense - (155,390)
Other, net (6,248) 4,687
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Total other income (expense), net (6,248) (150,703)
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NET LOSS $ (6,248) $ (56,696)
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ALLOCATION OF NET LOSS:
General Partner $ - $ (567)
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Limited Partners $ (6,248) $ (56,129)
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NET LOSS PER LIMITED
PARTNERSHIP UNIT $ (.12) $ (1.09)
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WEIGHTED AVERAGE NUMBER OF
LIMITED PARTNERSHIP UNITS
OUTSTANDING 51,276 51,276
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</TABLE>
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
3
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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,
---------------------------
1999 1998
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (6,248) $ (56,696)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization - 441,332
Increase in trade accounts receivable, net - (73,773)
Increase in deposits, prepaid expenses and
other assets (33,750) (134,042)
Increase in accounts payable and accrued
liabilities and subscriber prepayments
and deposits 39,998 16,242
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Net cash provided by operating activities - 193,063
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CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment, net - (209,760)
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Net cash used in investing activities - (209,760)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of borrowings - (8,049)
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Net cash used in financing activities - (8,049)
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Decrease in cash - (24,746)
Cash, beginning of period - 146,657
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Cash, end of period $ - $ 121,911
======== =========
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ - $ 139,388
======== =========
</TABLE>
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
4
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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, 1999 and December
31, 1998 and its results of operations and cash flows for the three month
periods ended March 31, 1999 and 1998.
The Partnership owned and operated 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") until they were sold on
June 30, 1998. Jones Intercable, Inc., a publicly held Colorado corporation, is
the "General Partner" and manages the Partnership.
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.
(2) On June 30, 1998, the Partnership sold the Northeast Indiana Systems,
its only operating assets, to an unaffiliated party for a sales price of
$23,500,000. From the sale proceeds, the Partnership repaid all of its
indebtedness, settled working capital adjustments, deposited $1,000,000 into an
interest-bearing indemnity escrow account and distributed remaining net sale
proceeds to its limited partners.
Until June 30, 1999, $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
5
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relate to the representations and warranties made about the Northeast Indiana
Systems in the asset purchase agreement. Any amounts remaining in this interest-
bearing indemnity escrow account and not claimed by the buyer at the end of the
escrow period, plus interest earned on the escrowed funds, will be returned to
the Partnership. From this amount, the Partnership will pay its remaining
liabilities, which totaled $175,694 at March 31, 1999, and it will then
distribute the balance to the Partnership's limited partners. The Partnership
will continue in existence at least until any amounts remaining from the
interest-bearing indemnity escrow account have been distributed. Because the
Northeast Indiana Systems represented the only remaining operating asset of the
Partnership, the Partnership will be liquidated and dissolved upon the final
distribution of any amounts remaining from the interest-bearing indemnity escrow
account, most likely in the third quarter of 1999.
(3) The General Partner manages the Partnership and received 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, 1999 and 1998 were $-0- and $72,453, respectively. The General
Partner has not received and will not receive a management fee after June 30,
1998.
The Partnership will continue to reimburse the General Partner and
certain of its subsidiaries 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 Partnership. Such services, and their related costs, are
necessary to the administration of the Partnership. Reimbursements made to the
General Partner by the Partnership for overhead and administrative expenses were
$101 and $86,377 for the three month periods ended March 31, 1999 and 1998,
respectively.
6
<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 June 30, 1998, the Partnership sold the Northeast Indiana Systems,
its only operating assets, to an unaffiliated party for a sales price of
$23,500,000. From the sale proceeds, the Partnership repaid all of its
indebtedness, settled working capital adjustments, deposited $1,000,000 into an
interest-bearing indemnity escrow account and distributed remaining net sale
proceeds to its limited partners.
Until June 30, 1999, $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 in this interest-
bearing indemnity escrow account and not claimed by the buyer at the end of the
escrow period, plus interest earned on the escrowed funds, will be returned to
the Partnership. From this amount, the Partnership will pay its remaining
liabilities, which totaled $175,694 at March 31, 1999, and it will then
distribute the balance to the Partnership's limited partners. The Partnership
will continue in existence at least until any amounts remaining from the
interest-bearing indemnity escrow account have been distributed. Because the
Northeast Indiana Systems represented the only remaining operating assets of the
Partnership, the Partnership will be liquidated and dissolved upon the final
distribution of any amounts remaining from the interest-bearing indemnity escrow
account, most likely in the third quarter of 1999.
RESULTS OF OPERATIONS
- ---------------------
Due to the Northeast Indiana Systems sale on June 30, 1998, which were
the Partnership's last remaining operating assets, a discussion of the results
of operations would not be meaningful. The Partnership will be liquidated and
dissolved upon the final distribution of any amounts remaining from the interest
- -bearing indemnity escrow account discussed above, most likely in the third
quarter of 1999.
7
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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
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 SPACELINK INCOME/GROWTH FUND 1-A, 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
9
<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> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,033,750
<CURRENT-LIABILITIES> 175,694
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 858,056
<TOTAL-LIABILITY-AND-EQUITY> 1,033,750
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,248
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (6,248)
<INCOME-TAX> 0
<INCOME-CONTINUING> (6,248)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,248)
<EPS-PRIMARY> (.12)
<EPS-DILUTED> (.12)
</TABLE>
