ITEM 1. BUSINESS
THE PARTNERSHIP. Jones Cable Income Fund 1-A, Ltd. (the "Partnership") is a Colorado limited partnership that was formed pursuant to the public offering of limited partnership interests in the Jones Cable Income Fund 1 Limited Partnership Program (the "Program"), which was sponsored by Jones Intercable, Inc. (the "General Partner"). Jones Cable Income Fund 1-B, Ltd. and Jones Cable Income Fund 1-C, Ltd. are the other partnerships that were formed pursuant to the Program. The Partnership was formed for the purpose of acquiring and operating cable television systems.
The Partnership owns the cable television systems serving the communities of Milwaukie, Oregon (the "Milwaukie System") and Owatonna and Glencoe, Minnesota (the "Owatonna/Glencoe System"). The Milwaukie System and the Owatonna/Glencoe System may hereinafter collectively be referred to as the "Systems."
A primary objective of the Partnership is to provide quarterly cash distributions from operating cash flow to the limited partners. The Partnership declared distributions of $980,000 in 1994, all of which were paid during 1994 except $235,000, which was paid on February 15, 1995. Future distributions will be announced on a quarter-by-quarter basis, and no determination has been made regarding any specific level of future distributions. If the General Partner is unable to renegotiate the Partnership's credit facility to extend the revolving credit period and to increase the amount of available borrowings, the Partnership may have to reduce or suspend cash distributions because it will need to fund capital expenditures from operating cash flow. The payment of quarterly operating cash flow distributions may reduce the financial flexibility of the Partnership. See Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
CABLE TELEVISION SERVICES. The Systems offer to their subscribers various types of programming, which include basic service, tier service, premium service, pay-per-view programs and packages including several of these services at combined rates.
Basic cable television service usually consists of signals of all four national television networks, various independent and educational television stations (both VHF and UHF) and certain signals received from satellites. Basic service also usually includes programs originated locally by the system, which may consist of music, news, weather reports, stock market and financial information and live or videotaped programs of a public service or entertainment nature. FM radio signals are also frequently distributed to subscribers as part of the basic service.
The Systems offer tier services on an optional basis to their subscribers. A tier generally includes most of the cable networks such as Entertainment and Sports Programming Network (ESPN), Cable News Network (CNN), Turner Network Television (TNT), Family Channel, Discovery and others, and the cable television operators buy tier programming from these networks. The Systems also offer a package that includes the basic service channels and the tier services.
The Systems also offer premium services to their subscribers, which consist of feature films, sporting events and other special features that are presented without commercial interruption. The cable television operators buy premium programming from suppliers such as HBO, Showtime, Cinemax or others at a cost based on the number of subscribers the cable operator serves. Premium service programming usually is significantly more expensive than the basic service or tier service programming, and consequently cable operators price premium service separately when sold to subscribers.
The Systems also offer to subscribers pay-per-view programming. Pay-per-view is a service that allows subscribers to receive single programs, frequently consisting of motion pictures that have recently completed their theatrical exhibitions and major sporting events, and to pay for such service on a program-by-program basis.
REVENUES. Monthly service fees for basic, tier and premium services constitute the major source of revenue for the Systems. In addition, advertising sales are becoming a significant source of revenue for the Systems. As a result of the adoption by the FCC of new rules under the Cable Television Consumer Protection and Competition Act of 1992 (the "1992 Cable Act"), and several rate regulation orders, the Systems' rate structures for cable programming services and equipment have been revised. See Regulation and Legislation. At December 31, 1994, the Systems' monthly basic service rates ranged from $8.09 to $9.49, monthly basic and tier ("basic plus") service rates ranged from $18.35 to $20.41 and monthly premium services ranged from $3.95 to $9.95 per premium service. Charges for additional outlets have been eliminated, and charges for remote controls and converters have been "unbundled" from the programming service rates. In addition, the Partnership earns revenues from the Systems' pay-per-view programs and advertising fees. Related charges may include a nonrecurring installation fee that ranges from $1.99 to $55.00; however, from time to time the Systems have followed the common industry practice of reducing or waiving the installation fee during promotional periods. Commercial subscribers such as hotels, motels and hospitals are charged a nonrecurring connection fee that usually covers the cost of installation. Except under the terms of certain contracts with commercial subscribers and residential apartment and condominium complexes, the subscribers are free to discontinue the service at any time without penalty. For the year ended December 31, 1994, of the total fees received by the Systems, basic service and tier service fees accounted for approximately 72% of total revenues, premium service fees accounted for approximately 13% of total revenues, pay-per-view fees were approximately 1% of total revenues, advertising fees were approximately 4% of total revenues and the remaining 10% of total revenues came principally from equipment rentals, installation fees and program guide sales. The Partnership is dependent upon the timely receipt of service fees to provide for maintenance and replacement of plant and equipment, current operating expenses and other costs of the Systems.
The Partnership's business consists of providing cable television services to a large number of customers, the loss of any one of which would have no material effect on the Partnership's business. Each of the Systems has had some subscribers who later terminated the service. Terminations occur primarily because people move to another home or to another city. In other cases, people terminate on a seasonal basis or because they no longer can afford or are dissatisfied with the service. The amount of past due accounts in the Systems is not significant. The General Partner's policy with regard to past due accounts is basically one of disconnecting service before a past due account becomes material.
The Partnership does not depend to any material extent on the availability of raw materials; it carries no significant amounts of inventory and it has no material backlog of customer orders. The Partnership has no employees because all properties are managed by employees of the General Partner. The General Partner has engaged in research and development activities relating to the provision of new services but the amount of the Partnership's funds expended for such research and development has never been material.
Compliance with Federal, state and local provisions that have been enacted or adopted regulating the discharge of materials into the environment or otherwise relating to the protection of the environment has had no material effect upon the capital expenditures, earnings or competitive position of the Partnership.
FRANCHISES. The Systems are constructed and operated under non-exclusive, fixed-term franchises or other types of operating authorities (referred to collectively herein as "franchises") granted by local governmental authorities. The Systems' franchises require that franchise fees ranging from 3% to 5% of gross revenues of the cable system be paid to the governmental authority that granted the franchise, that certain channels be dedicated to municipal use, that municipal facilities, hospitals and schools be provided cable service free of charge and that any new cable plant be substantially constructed within specific periods. (See Item 2
ITEM 2. PROPERTIES
The cable television systems owned by the Partnership at December 31, 1994 are described below:
The following sets forth (i) the monthly basic plus service rates charged to subscribers, (ii) the number of basic subscribers and pay units and (iii) the range of franchise expiration dates for the Systems. The monthly basic service rates set forth herein represent, with respect to systems with multiple headends, the basic service rate charged to the majority of the subscribers within the system. While the charge for basic plus service may have increased in some cases in 1993 as a result of the FCC's rate regulations, overall revenues may have decreased due to the elimination of charges for additional outlets and certain equipment. In cable television systems, basic subscribers can subscribe to more than one pay TV service. Thus, the total number of pay services subscribed to by basic subscribers are called pay units. As of December 31, 1994, the Partnership's Systems operated approximately 200 miles of cable plant, passing approximately 19,000 homes, representing an approximate 66% penetration rate. Figures for numbers of subscribers, miles of cable plant and homes passed are compiled from the General Partner's records and may be subject to adjustments.
Franchise expiration dates range from April 1997 to June 1998.
The franchise expiration date is June 1998.
PROGRAMMING SERVICES
Programming services provided by the Systems include local affiliates of the national broadcast networks, local independent broadcast channels, the traditional satellite services (e.g., American Movie Classics, Arts & Entertainment, Black Entertainment Network, C-SPAN, The Discovery Channel, Lifetime, Entertainment Sports Network, Home Shopping Network, Mind Extension University, Music Television, Nickelodeon, Turner Network Television, The Nashville Network, Video Hits One, and superstations WOR, WGN and TBS. The Partnership's Systems also provide a selection, which varies by system, of premium channel programming (e.g., Cinemax, Encore, Home Box Office, Showtime and The Movie Channel).
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II.
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER MATTERS
While the Partnership is publicly held, there is no public market for the limited partnership interests, and it is not expected that a market will develop in the future. As of February 15, 1995, the approximate number of equity security holders in the Partnership was 980.
Item 6.
Item 6. Selected Financial Data
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
JONES CABLE INCOME FUND 1-A, LTD.
Results of Operations
1994 Compared to 1993-
Revenues of the Partnership increased $182,888, or approximately 4 percent, from $4,111,369 in 1993 to $4,294,257 in 1994. The increase in revenues was primarily the result of increases in basic subscribers, equipment sales and advertising revenues. Since December 31, 1993, the Partnership's cable systems added 786 basic subscribers, increasing from 12,136 basic subscribers at December 31, 1993 to 12,922 basic subscribers at December 31, 1994. The increase in revenues would have been greater but for the reduction in certain rates charged due to basic rate regulations issued by the FCC in April 1993 and February 1994 with which the Partnership complied effective September 1993 and July 1994, respectively. See Item 1. No other individual factor significantly affected the increase in revenues.
Operating, general and administrative expenses increased $109,354, or approximately 4 percent, from $2,435,055 in 1993 to $2,544,409 in 1994. Operating, general and administrative expense represented 59 percent of revenue in 1993 and 1994. Increased advertising sales costs accounted for approximately 37 percent of the increase in expenses. Increased programming costs, due in part to the increase in the subscriber base, accounted for approximately 14 percent of the increase in expenses. No other individual factor significantly affected the increase in operating, general and administrative expenses. Management fees and allocated overhead from the General Partner increased $58,168, or approximately 11 percent, from $510,243 in 1993 to $568,411 in 1994 due primarily to the increase in revenues, upon which such fees and allocations are based, and an increase in allocated expenses from the General Partner. The General Partner has experienced increases in expenses, including personnel costs and reregulation costs, a portion of which is allocated to the Partnership.
Depreciation and amortization expense increased $49,591, or approximately 6 percent, from $832,444 in 1993 to $882,035 in 1994. This increase was due to the purchase of property, plant and equipment in 1993 and 1994.
Operating income decreased $34,225, or approximately 10 percent, from $333,627 in 1993 to $299,402 in 1994. This decrease was due to the increases in depreciation and amortization, operating, general and administrative expenses and management fees and allocated overhead from the General Partner exceeding the increase in revenues. Operating income before depreciation and amortization increased $15,366, or approximately 1 percent, from $1,166,071 in 1993 to $1,181,437 in 1994. This increase was due to the increase in revenues exceeding the increases in operating, general and administrative expenses and management fees and allocated overhead from the General Partner.
Interest expense increased $76,336, or approximately 55 percent, from $137,697 in 1993 to $214,033 in 1994 due to higher outstanding balances on interest bearing obligations and to higher interest rates. Net income decreased $63,532, or approximately 32 percent, from $195,588 in 1993 to $132,056 in 1994 due to the factors discussed above.
1993 Compared to 1992-
Revenues of the Partnership increased $255,748, or approximately 7 percent, from $3,855,621 in 1992 to $4,111,369 in 1993. An increase in the basic subscriber base accounted for approximately 23 percent of the increase in revenues. Basic service rate adjustments primarily accounted for the remainder of the increase in revenues. The increase in revenue would have been greater but for the reduction in certain rates charged due to new basic rate regulations issued by the FCC in April 1993 with which the Partnership complied effective September 1, 1993. No other individual factor significantly affected the increase in revenues.
Operating, general and administrative expenses increased $206,268, or approximately 9 percent, from $2,228,787 in 1992 to $2,435,055 in 1993. Operating, general and administrative expense represented 58 percent of revenue in 1992 compared to 59 percent in 1993. Increased programming costs, due in part to the increase in subscriber base, accounted for approximately 46 percent of the increase in expenses. Increased personnel and marketing costs accounted for approximately 19 percent and 17 percent, respectively, of the increase in expenses. No other individual factor significantly affected the increase in operating, general and administrative expenses. Management fees and allocated overhead from the
General Partner increased $30,605, or approximately 6 percent, from $479,638 in 1992 to $510,243 in 1993 due primarily to the increase in revenues, upon which such fees and allocations are calculated, and an increase in expenses allocated from the General Partner.
Depreciation and amortization expense increased $106,104, or approximately 15 percent, from $726,340 in 1992 to $832,444 in 1993. This increase was due to the purchase of property, plant and equipment in 1992 and 1993.
Operating income decreased $87,229, or approximately 21 percent, from $420,856 in 1992 to $333,627 in 1993. This was due to the increases in depreciation and amortization, operating, general and administrative expense and management fees and allocated overhead from the General Partner exceeding the increases in revenue. Operating income before depreciation and amortization increased $18,875, or approximately 2 percent, from $1,147,196 in 1992 to $1,166,071 in 1993. This increase was due to the increase in revenues exceeding the increases in operating, general and administrative expenses and management fees and allocated overhead from the General Partner.
Interest expense increased $6,800, or approximately 5 percent, from $130,897 in 1992 to $137,697 in 1993 due to higher outstanding balances on interest bearing obligations. Net income decreased $94,978, or approximately 33 percent, to $195,588 in 1993 from $290,566 in 1992 due to the factors discussed above.
Financial Condition
The Partnership expended approximately $659,000 on capital improvements during 1994. Of this total, approximately 22 percent was for the upgrade of equipment within the Partnership's systems. The construction of service drops to subscriber's homes accounted for approximately 24 percent of the total expenditures. The purchase of converters accounted for approximately 21 percent of the total expenditures. The remainder of the expenditures related to various enhancements in each of the Partnership's systems. Funding for these expenditures was provided primarily by borrowings under the Partnership's credit facility and advances from the General Partner. Anticipated capital expenditures for 1995 total approximately $652,000. Of this total approximately 27 percent is for construction of service drops to subscribers' homes, approximately 18 percent is for the purchase of premium service converters and approximately 9 percent is for the replacement of vehicles. The remainder of the expenditures are for various enhancements in the Partnership's cable television systems. Funding for these expenditures is expected to be provided by cash generated from operations and, if available, borrowings under a renegotiated credit facility and, in its discretion, advances from the General Partner.
On September 28, 1992, the Partnership entered into a $3,500,000 revolving credit facility. The revolving credit period expires March 31, 1995, at which time the outstanding balance converts to a term loan with a final maturity of March 31, 1999. Proceeds from this facility were used to repay amounts outstanding on the Partnership's previous credit facility, to repay amounts due the General Partner and to finance capital expenditures. The balance outstanding on the Partnership's revolving credit facility at December 31, 1994 was $3,500,000. The General Partner expects to renegotiate the Partnership's revolving credit facility to increase the maximum amount available to fund capital expenditures. If the General Partner is unsuccessful in renegotiating the revolving credit facility, the Partnership may have to reduce the level of capital expenditures. Interest on outstanding principal amounts is computed at the Partnership's option of LIBOR plus 1 percent or the Prime rate plus 1/4 percent.
A primary objective of the Partnership is to provide quarterly cash distributions from operating cash flow to the limited partners. During 1994, the Partnership declared such distributions totaling $980,000 of which all were paid during 1994 except $235,000, which was paid on February 15, 1995. Future distributions will be announced on a quarter-by-quarter basis and no determination has been made regarding any specific level of future distributions. The payment of quarterly operating cash flow distributions may reduce the financial flexibility of the Partnership. If the General Partner is unable to renegotiate the Partnership's credit facility as discussed above, the Partnership may have to reduce or suspend cash distributions because it will need to fund capital expenditures from cash generated from operations.
Regulation and Legislation
On October 5, 1992, Congress enacted the Cable Television Consumer Protection and Competition Act of 1992 (the "1992 Cable Act"), which became effective on December 4, 1992. The 1992 Cable Act generally allows for a greater degree of regulation of the cable television industry. In April 1993, the FCC adopted regulations governing rates for basic and non-basic services. These regulations became effective on September 1, 1993. Such regulations caused reductions in rates for certain regulated services. On February 22, 1994, the FCC adopted several additional rate orders including an order which revised its earlier-announced regulatory scheme with respect to rates. The Partnership has complied with the February 1994 benchmark regulations and further reduced rates in the Milwaukie System and the Owatonna/Glencoe System effective July 1994. See Item 1 for further discussion of the provisions of the 1992 Cable Act and the FCC regulations promulgated thereunder.
Item 8.
Item 8. Financial Statements
JONES CABLE INCOME FUND 1-A
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1994 AND 1993
INDEX
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners of Jones Cable Income Fund 1-A:
We have audited the accompanying balance sheets of JONES CABLE INCOME FUND 1-A (a Colorado limited partnership) as of December 31, 1994 and 1993, and the related statements of operations, partners' capital (deficit) and cash flows for each of the three years in the period ended December 31, 1994. These financial statements are the responsibility of the General Partner's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Jones Cable Income Fund 1-A as of December 31, 1994 and 1993, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1994, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Denver, Colorado, March 8, 1995.
JONES CABLE INCOME FUND 1-A (A Limited Partnership)
BALANCE SHEETS
The accompanying notes to financial statements are an integral part of these balance sheets.
JONES CABLE INCOME FUND 1-A (A Limited Partnership)
BALANCE SHEETS
The accompanying notes to financial statements are an integral part of these balance sheets.
JONES CABLE INCOME FUND 1-A (A Limited Partnership)
STATEMENTS OF OPERATIONS
The accompanying notes to financial statements are an integral part of these statements.
JONES CABLE INCOME FUND 1-A (A Limited Partnership)
STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
The accompanying notes to financial statements are an integral part of these statements.
JONES CABLE INCOME FUND 1-A (A Limited Partnership)
STATEMENTS OF CASH FLOWS
The accompanying notes to financial statements are an integral part of these statements.
JONES CABLE INCOME FUND 1-A (A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
(1) ORGANIZATION AND PARTNERS' INTERESTS
Formation and Business
Jones Cable Income Fund 1-A, Ltd. (the "Partnership"), a Colorado limited partnership, was formed on June 2, l986, under a public program sponsored by Jones Intercable, Inc. ("Intercable"). The Partnership was formed to acquire, develop and operate cable television systems. Intercable is the "General Partner" and manager of the Partnership. The General Partner and its subsidiaries also own and operate cable television systems. In addition, the General Partner manages cable television systems for other limited partnerships for which it is general partner and, also, for other affiliated entities. The Partnership owns the cable television systems serving the communities of Milwaukie, Oregon and Owatonna and Glencoe, Minnesota.
Contributed Capital
The capitalization of the Partnership is set forth in the accompanying statements of partners' capital (deficit). No limited partner is obligated to make any additional contribution to partnership capital.
The General Partner purchased its interest in the Partnership by contributing $1,000 to partnership capital.
All profits and losses of the Partnership are allocated 99 percent to the limited partners and 1 percent to the General Partner, except for income or gain from the sale or disposition of cable television properties, which will be allocated to the partners based upon the formula set forth in the Partnership Agreement.
Cable Television System Acquisition
The Partnership's acquisitions were accounted for as purchases with the purchase price allocated as follows: first, to the fair value of net tangible assets acquired; second, to the value of subscriber lists and franchise costs; and third, to costs in excess of interests in net assets purchased. Brokerage fees paid to an affiliate of the General Partner and additional acquisition costs were allocated to intangible assets based upon the relative value of these assets at acquisition. Other system acquisition costs were capitalized and included in the cost of distribution systems.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Records
The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles. The Partnership's tax returns are also prepared on the accrual basis.
Property, Plant and Equipment
Depreciation of property, plant and equipment is provided primarily using the straight-line method over the following estimated service lives:
Replacements, renewals and improvements are capitalized and maintenance and repairs are charged to expense as incurred.
Intangible Assets
Costs assigned to franchises and cost in excess of interests in net assets purchased are being amortized using the straight-line method over the following remaining estimated useful lives:
Revenue Recognition
Subscriber prepayments are initially deferred and recognized as revenue when earned.
(3) TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES
Management Fees, Distribution Ratios and Reimbursement
The General Partner 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 charged during the years ended December 31, 1994, 1993 and 1992 were $214,713, $205,568, and $192,781, respectively.
Any partnership distributions made from cash flow (defined as cash receipts derived from routine operations, less debt principal and interest payments and cash expenses) are allocated 99 percent to the limited partners and 1 percent to the General Partner. Distributions resulting from the sale or refinancing of a system or upon dissolution of the Partnership will be made as follows: first, to the limited partners in an amount which together with all prior distributions, other than those made regularly from cash flow, will equal their initial capital contribution; second, payment to the limited partners of a liquidation preference equal to a 10 percent cumulative return on their initial capital contribution, reduced by all prior distributions from cash flow; and the balance, 75 percent to the limited partners and 25 percent to the General Partner.
The Partnership reimburses the General Partner for certain allocated overhead and administrative expenses. These expenses represent 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 Partnership. Allocations of personnel costs are based primarily on actual time spent by employees of the General Partner with respect to each partnership managed. Remaining overhead costs are allocated based on revenues and/or assets managed for the partnership. Effective December 1, 1993, the allocation method was changed to be based only on revenue, which the General Partner believes provides a more accurate method of allocation. 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 overhead and administrative expenses is reasonable. Amounts allocated to the Partnership by the General Partner for overhead and administrative expenses during the years ended December 31, 1994, 1993 and 1992 were $353,698, $304,675 and $286,857, respectively.
The Partnership was charged interest during 1994 at an average rate of 10 percent on the amounts due to the General Partner, which approximated the General Partner's weighted average cost of borrowing. Interest charged totaled $11,769, $5,838 and $15,161 during 1994, 1993 and 1992, respectively, on the amounts due to the General Partner.
Payments to/from Affiliates for Programming Services
The Partnership receives programming from Product Information Network, Superaudio, The Mind Extension University and Jones Computer Network, affiliates of the General Partner. Payments to Superaudio totaled $7,598, $7,488 and $7,467 in 1994, 1993 and 1992, respectively. Payments to The Mind Extension University totaled $6,885, $4,363 and $4,279 in 1994, 1993 and 1992, respectively. Payments to Jones Computer Network, which initiated service in 1994, totaled $1,611 in 1994. The Partnership receives a commission from Product Information Network based on a percentage of advertising revenues and number of subscribers. Product Information Network, which initiated service in 1994, paid commissions to the Partnership totalling $2,403 in 1994.
(4) DISTRIBUTIONS FROM CASH FLOW
One of the primary objectives of the Partnership is to provide quarterly cash distributions to the General Partner and the limited partners. Such cash returns are generated primarily from the net proceeds of payments by cable television subscribers for the cable television services provided by the Partnership. For the years ended December 31, 1994, 1993 and 1992, the Partnership declared cash distributions totaling $989,900, $1,040,402 and $989,899, respectively. The General Partner has agreed to defer its portion of the distributions until the Partnership is liquidated. As of December 31, 1994, $66,149 had been deferred. All declared limited partner distributions had been paid as of December 31, 1994, except for $235,000 which was paid on February 15, 1995. No determination has been made regarding any specific level of future distributions.
(5) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment as of December 31, 1994 and 1993, consisted of the following:
(6) DEBT
On September 28, 1992, the Partnership entered into a $3,500,000 revolving credit facility. The revolving credit period expires March 31, 1995, at which time the outstanding balance converts to a term loan with a final maturity of March 31, 1999. Proceeds from this revolving credit facility were used to repay amounts outstanding on the Partnership's previous credit facility, to repay amounts due the General Partner and to finance capital expenditures. The balance outstanding on this revolving credit facility at December 31, 1994 was $3,500,000. Interest on outstanding principal amounts is computed at the Partnership's option of the London Interbank Offered Rate plus 1 percent, or Prime plus 1/4 percent. The effective interest rates on outstanding obligations as of December 31, 1994 and 1993 were 7.29 percent and 4.63 percent, respectively.
Installments due on debt principal for the five years ending December 31, 1999 and thereafter, respectively, are $550,412, $795,412, $865,412, $1,058,470, $315,000 and $-0-. At December 31, 1994, substantially all of the Partnership's assets secured the above indebtedness.
(7) INCOME TAXES
Income taxes have not been recorded in the accompanying financial statements because they accrue directly to the partners. The Federal and state income tax returns of the Partnership are prepared and filed by the General Partner.
The Partnership tax returns, the qualification of the Partnership as such for tax purposes, and the amount of distributable partnership income or loss are subject to examination by Federal and state taxing authorities. If such examinations result in changes with respect to the Partnership's qualification as such, or in changes with respect to the Partnership's recorded income or loss, the tax liability of the General and limited partners would likely be changed accordingly.
Taxable loss reported to the partners is different from that reported in the statements of operations due to the difference in depreciation recognized under generally accepted accounting principles and the expense allowed for tax purposes under the Modified Accelerated Cost Recovery System (MACRS). There are no other significant differences between taxable loss and the net loss reported in the statements of operations.
(8) COMMITMENTS AND CONTINGENCIES
The Partnership rents office and other facilities under various long-term lease arrangements. Rent paid under such lease agreements totaled $30,036, $27,313, and $30,268, respectively for the years ended December 31, 1994, 1993 and 1992. Minimum commitments under operating leases for each of the five years in the period ending December 31, 1999, and thereafter are as follows:
(9) SUPPLEMENTARY PROFIT AND LOSS INFORMATION
Supplementary profit and loss information for the respective periods is presented below:
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III.
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Partnership itself has no officers or directors. Certain information concerning the directors and executive officers of the General Partner is set forth below.
Mr. Glenn R. Jones has served as Chairman of the Board of Directors and Chief Executive Officer of the General Partner since its formation in 1970, and he was President from June 1984 until April 1988. Mr. Jones was elected a member of the Executive Committee of the Board of Directors in April 1985. Mr. Jones is the sole shareholder, President and Chairman of the Board of Directors of Jones International, Ltd. He is also Chairman of the Board of Directors of the subsidiaries of the General Partner and of certain other affiliates of the General Partner. Mr. Jones has been involved in the cable television business in various capacities since 1961, is a past and present member of the Board of Directors of the National Cable Television Association, and is a former member of its Executive Committee. Mr. Jones is a past director and member of the Executive Committee of C-Span. Mr. Jones has been the recipient of several awards including the Grand Tam Award in 1989, the highest award from the Cable Television Administration and Marketing Society; the Chairman's Award from the Investment Partnership Association, which is an association of sponsors of public syndications; the cable television industry's Public Affairs Association President's Award in 1990, the Donald G. McGannon award for the advancement of minorities and women in cable; the STAR Award from American Women in Radio and Television, Inc. for exhibition of a commitment to the issues and concerns of women in television and radio; and the Women in Cable Accolade in 1990 in recognition of support of this organization. Mr. Jones is also a founding member of the James Madison Council of the Library of Congress and is on the Board of Governors of the American Society of Training and Development.
Mr. Derek H. Burney was appointed a Director of the General Partner in December 1994 and Vice Chairman of the Board of Directors in January 1995. He is also a member of the Executive Committee of the Board of Directors. Mr. Burney joined BCE Inc., Canada's largest telecommunications company, in January 1993 as Executive Vice President, International. He has been the Chairman of Bell Canada International Inc., a
subsidiary of BCE, since January 1993 and, in addition, has been Chief Executive Officer of BCI since July 1993. Prior to joining BCE, Mr. Burney served as Canada's ambassador to the United States from 1989 to 1992. Mr. Burney also served as chief of staff to the Prime Minister of Canada from March 1987 to January 1989 where he was directly involved with the negotiation of the U.S. - Canada Free Trade Agreement. In July 1993, he was named an Officer of the Order of Canada. Mr. Burney is chairman of Bell Cablemedia plc. He is a director of Mercury Communications Limited, Videotron Holdings plc, Tele-Direct (Publications) Inc., Teleglobe Inc., Bimcor Inc., Maritime Telegraph and Telephone Company, Limited, Moore Corporation Limited and Northbridge Programming Inc.
Mr. James B. O'Brien, the General Partner's President, joined the General Partner in January 1982. Prior to being elected President and a Director of the General Partner in December 1989, Mr. O'Brien served as a Division Manager, Director of Operations Planning/Assistant to the CEO, Fund Vice President and Group Vice President/Operations. Mr. O'Brien was appointed to the General Partner's Executive Committee in August 1993. As President, he is responsible for the day-to-day operations of the cable television systems managed and owned by the General Partner. Mr. O'Brien is also President and a Director of Jones Cable Group, Ltd., Jones Global Funds, Inc. and Jones Global Management, Inc., all affiliates of the General Partner. Mr. O'Brien is a board member of Cable Labs, Inc., the research arm of the U.S. cable television industry. He also serves as a director of the Cable Television Administration and Marketing Association and as a director of the Walter Kaitz Foundation, a foundation that places people of any ethnic minority group in positions with cable television systems, networks and vendor companies.
Ms. Ruth E. Warren joined the General Partner in August 1980 and has served in various operational capacities, including system manager and Fund Vice President, since then. Ms. Warren was elected Group Vice President/Operations of the General Partner in September 1990.
Mr. Kevin P. Coyle joined The Jones Group, Ltd. in July 1981 as Vice President/Financial Services. In September 1985, he was appointed Senior Vice President/Financial Services. He was elected Treasurer of the General Partner in August 1987, Vice President/Treasurer in April 1988 and Group Vice President/Finance and Chief Financial Officer in October 1990.
Mr. Christopher J. Bowick joined the General Partner in September 1991 as Group Vice President/Technology and Chief Technical Officer. Previous to joining the General Partner, Mr. Bowick worked for Scientific Atlanta's Transmission Systems Business Division in various technical management capacities since 1981, and as Vice President of Engineering since 1989.
Mr. Timothy J. Burke joined the General Partner in August 1982 as corporate tax manager, was elected Vice President/Taxation in November 1986 and Group Vice President/Taxation/Administration in October 1990.
Mr. Raymond L. Vigil joined the General Partner in June 1993 as Group Vice President/Human Resources. Previous to joining the General Partner, Mr. Vigil served as Executive Director of Learning with USWest. Prior to USWest, Mr. Vigil worked in various human resources posts over a 14-year term with the IBM Corporation.
Ms. Cynthia A. Winning joined the General Partner as Group Vice President/Marketing in December 1994. Previous to joining the General Partner, Ms. Winning served since 1994 as the President of PRS Inc., Denver, Colorado, a sports and event marketing company. From 1979 to 1981 and from 1986 to 1994, Ms. Winning served as the Vice President and Director of Marketing for Citicorp Retail Services, Inc., a provider of private-label credit cards for ten national retail department store chains. From 1981 to 1986, Ms. Winning was the Director of Marketing Services for Daniels & Associates cable television operations, as well as the Western Division Marketing Director for Capital Cities Cable. Ms. Winning also serves as a board Member of Cities in Schools, a dropout intervention/prevention program.
Ms. Elizabeth M. Steele joined the General Partner in August 1987 as Vice President/General Counsel and Secretary. From August 1980 until joining the General Partner, Ms. Steele was an associate and then a partner at the Denver law firm of Davis, Graham & Stubbs, which serves as counsel to the General Partner.
Mr. Larry Kaschinske joined the General Partner in 1984 as a staff accountant in the General Partner's former Wisconsin Division; was promoted to Assistant Controller in 1990 and named Controller in August 1994.
Mr. James J. Krejci was President of the International Division of International Gaming Technology International headquartered in Reno, Nevada, until March 1995. Prior to joining IGT in May 1994, Mr. Krejci was Group Vice President of Jones International, Ltd. and a Group Vice President of the General Partner. Prior to May 1994, he also served as Group Vice President of Jones Futurex, Inc., an affiliate of the General Partner engaged in manufacturing and marketing data encryption devices, Jones Interactive, Inc., a subsidiary of Jones International, Ltd. providing computer data and billing processing facilities and Jones Lightwave, Ltd., a company owned by Jones International, Ltd. and Mr. Jones, which is engaged in the provision of telecommunications services. Mr. Krejci has been a Director of the General Partner since August 1987.
Ms. Christine Jones Marocco was appointed a Director of the General Partner in December 1994. She is the daughter of Glenn R. Jones. Ms. Marocco is also a director of Jones International, Ltd.
Mr. Daniel E. Somers was appointed a Director of the General Partner in December 1994 and also serves on the General Partner's Audit Committee. From January 1992 to January 1995, Mr. Somers worked as Senior Vice President and Chief Financial Officer of Bell Canada International Inc. and was appointed Executive Vice President and Chief Financial Officer on February 1, 1995. He is also a Director of certain of its affiliates. Prior to joining Bell Canada International Inc. and since January 1989, Mr. Somers was the President and Chief Executive Officer of Radio Atlantic Holdings Limited. Mr. Somers is a member of the North American Society of Corporate Planning, the Financial Executives Institution and the Financial Analysts Federation.
Mr. Robert S. Zinn was appointed a Director of the General Partner in December 1994. Mr. Zinn joined the General Partner in January 1991 and is a member of its Legal Department. He is also Vice President/Legal Affairs of Jones International, Ltd. Prior to joining the General Partner, Mr. Zinn was in private law practice in Denver, Colorado for over 25 years.
Mr. David K. Zonker was appointed a Director of the General Partner in December 1994. Mr. Zonker has been the President of Jones International Securities, Ltd., a subsidiary of Jones International, Ltd. since January 1984 and he has been its Chief Executive Officer since January 1988. From October 1980 until joining Jones International Securities, Ltd. in January 1984, Mr. Zonker was employed by the General Partner. Mr. Zonker is a member of the Board of Directors of various affiliates of the General Partner, including Jones International Securities, Ltd. Mr. Zonker is licensed by the National Association of Securities Dealers, Inc. and he is a past chairman of the Investment Program Association, a trade organization based in Washington, D.C. that promotes direct investments. He is a member of the Board of Trustees of Graceland College, Lamoni, Iowa; the International Association of Financial Planners and the American and Colorado Institutes of Certified Public Accountants.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The Partnership has no employees; however, various personnel are required to operate the cable television systems owned by the Partnership. Such personnel are employed by the General Partner and, pursuant to the terms of the limited partnership agreement of the Partnership, the cost of such employment is charged by the General Partner to the Partnership as a direct reimbursement item. See Item 13.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGERS
No person or entity owns more than 5 percent of the limited partnership interests of the Partnership.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The General Partner and its affiliates engage in certain transactions with the Partnership as contemplated by the limited partnership agreement of the Partnership. The General Partner believes that the terms of such transactions are generally as favorable as could be obtained by the Partnership from unaffiliated parties. This determination has been made by the General Partner in good faith, but none of the terms were or will be negotiated at arm's-length and there can be no assurance that the terms of such transactions have been or will be as favorable as those that could have been obtained by the Partnership from unaffiliated parties.
The General Partner charges the Partnership a management fee, and the Partnership reimburses the General Partner for certain allocated overhead and administrative expenses in accordance with the terms of the limited partnership agreement of the Partnership. These expenses consist primarily of salaries and benefits paid to corporate personnel, rent, data processing services and other facilities costs. Such personnel provide engineering, marketing, administrative, accounting, legal and investor relations services to the Partnership. Allocations of personnel costs are based primarily on actual time spent by employees of the General Partner with respect to the Partnership managed. Remaining overhead costs are allocated based on revenues and/or the costs of assets managed for the Partnership. 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 also advances funds and charges interest on the balance payable from the Partnership. The interest rate charged the Partnership approximates the General Partner's weighted average cost of borrowing.
The Systems receive stereo audio programming from Superaudio, a joint venture owned 50% by an affiliate of the General Partner and 50% by an unaffiliated party, educational video programming from Mind Extension University, Inc., an affiliate of the General Partner, and computer video programming from Jones Computer Network, Ltd., an affiliate of the General Partner, for fees based upon the number of subscribers receiving the programming.
Product Information Network ("PIN"), an affiliate of the General Partner, provides advertising time for third parties on the Systems. In consideration, the revenues generated from the third parties are shared two-thirds and one-third between PIN and the Partnership. During the year ended December 31, 1994, the Partnership received revenues from PIN of $2,403.
The charges to the Partnership for related party transactions are as follows for the periods indicated:
PART IV.
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)1. See index to financial statements for a list of financial statements and exhibits thereto filed as a part of this report.
3. The following exhibits are filed herewith:
4.1 Limited Partnership Agreement of Jones Cable Income Fund 1-A, Ltd. (1)
10.1.1 Copy of a franchise and related documents thereto granting a community antenna television franchise for the City of Glencoe, Minnesota. (1)
10.1.2 Copy of a franchise and related documents thereto granting a community antenna television franchise for the Township of Glencoe, Minnesota. (2)
10.1.3 Copy of a franchise and related documents thereto granting a community antenna television franchise for the City of Owatonna, Minnesota. (1)
10.1.4 Copy of a franchise and related documents thereto granting a community antenna television franchise for the Township of Owatonna, Minnesota. (2)
10.1.5 Copy of a franchise and related documents thereto granting a community antenna television franchise for the City of Milwaukie, Oregon. (1)
10.2.1 Revolving Credit and Term Loan Agreement dated 9/28/92 between Jones Cable Income Fund 1-A, Ltd. and Colorado National Bank. (2)
27 Financial Data Schedule
(b) Reports on Form 8-K
None. ____________
(1) Incorporated by reference from Registrant's Report on Form 10-K for the fiscal year ended December 31, 1986.
(2) Incorporated by reference from Registrant's Report on Form 10-K for the fiscal year ended December 31, 1992.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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-A, LTD. a Colorado limited partnership By: Jones Intercable, Inc.
By: /s/ Glenn R. Jones -------------------------------------- Glenn R. Jones Chairman of the Board and Chief Dated: March 27, 1995 Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: /s/ Glenn R. Jones -------------------------------------- Glenn R. Jones Chairman of the Board and Chief Executive Officer Dated: March 27, 1995 (Principal Executive Officer)
By: /s/ Kevin P. Coyle -------------------------------------- Kevin P. Coyle Group Vice President/Finance Dated: March 27, 1995 (Principal Financial Officer)
By: /s/ Larry Kaschinske -------------------------------------- Larry Kaschinske Controller Dated: March 27, 1995 (Principal Accounting Officer)
By: /s/ James B. O'Brien -------------------------------------- James B. O'Brien Dated: March 27, 1995 President and Director
By: /s/ Raymond L. Vigil -------------------------------------- Raymond L. Vigil Dated: March 27, 1995 Group Vice President and Director
By: /s/ Robert S. Zinn -------------------------------------- Robert S. Zinn Dated: March 27, 1995 Director
By: /s/ David K. Zonker -------------------------------------- David K. Zonker Dated: March 27, 1995 Director
By: -------------------------------------- Derek H. Burney Dated: Director
By: -------------------------------------- James J. Krejci Dated: Director
By: -------------------------------------- Christine Jones Marocco Dated: Director
By: -------------------------------------- Daniel E. Somers Dated: Director
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION ------- -----------
4.1 Limited Partnership Agreement of Jones Cable Income Fund 1-A, Ltd. (1)
10.1.1 Copy of a franchise and related documents thereto granting a community antenna television franchise for the City of Glencoe, Minnesota. (1)
10.1.2 Copy of a franchise and related documents thereto granting a community antenna television franchise for the Township of Glencoe, Minnesota. (2)
10.1.3 Copy of a franchise and related documents thereto granting a community antenna television franchise for the City of Owatonna, Minnesota. (1)
10.1.4 Copy of a franchise and related documents thereto granting a community antenna television franchise for the Township of Owatonna, Minnesota. (2)
10.1.5 Copy of a franchise and related documents thereto granting a community antenna television franchise for the City of Milwaukie, Oregon. (1)
10.2.1 Revolving Credit and Term Loan Agreement dated 9/28/92 between Jones Cable Income Fund 1-A, Ltd. and Colorado National Bank. (2)
27 Financial Data Schedule
____________
(1) Incorporated by reference from Registrant's Report on Form 10-K for the fiscal year ended December 31, 1986.
(2) Incorporated by reference from Registrant's Report on Form 10-K for the fiscal year ended December 31, 1992.