-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SJhbJdtoOMKIdWSn+6aSWZX/Xu4aCQfVvMSh1Z3E9ecrkQnuFuHBKHuBIrbAJqtC XG56HxDt5MdWuRA0i9P1AA== 0000950134-96-000270.txt : 19960202 0000950134-96-000270.hdr.sgml : 19960202 ACCESSION NUMBER: 0000950134-96-000270 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951129 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960201 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: JONES INTERCABLE INC CENTRAL INDEX KEY: 0000275605 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 840613514 STATE OF INCORPORATION: CO FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09953 FILM NUMBER: 96510175 BUSINESS ADDRESS: STREET 1: 9697 EAST MINERAL AVE CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 3037923111 8-K/A 1 FORM 8-K/A NO. 1 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A NO. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 29, 1995 JONES INTERCABLE, INC. ---------------------- (Exact name of registrant as specified in its charter) Colorado 1-9953 84-0613514 -------- ------ ---------- (State of Organization) (Commission File No.) (IRS Employer Identification No.) P.O. Box 3309, Englewood, Colorado 80155-3309 (303) 792-3111 - --------------------------------------------- -------------- (Address of principal executive office and Zip Code) (Registrant's telephone no. including area code) 2 Item 2. Acquisition of Assets On June 30, 1995, Jones Intercable, Inc., a Colorado corporation ("Intercable") entered into an asset purchase agreement (the "Agreement") with Columbia Associates, L.P., an unaffiliated Delaware limited partnership ("Columbia"), to acquire the cable television systems serving Dale City, Lake Ridge, Woodbridge, Fort Belvoir, Triangle, Dumfries, Quantico, Accoquan and portions of Prince William County, all in the State of Virginia (the "Dale City System"). On July 15, 1995, Intercable assigned to a subsidiary, Jones Communications of Virginia, Inc. ("Jones of Virginia"), formerly known as Jones Intercable of Alexandria, Inc., a Colorado corporation, all of its right, title and interest as buyer under the Agreement, including but not limited to, the right to purchase the assets of the Dale City System, and Jones of Virginia assumed and agreed to pay, discharge and perform all of the obligations and duties of Intercable under the Agreement. On November 29, 1995, Jones of Virginia purchased the Dale City System from Columbia for $123,000,000, subject to customary closing adjustments as provided by the Agreement. The purchase price was paid from cash on hand and proceeds from the Company's $500 million credit facility. Jones of Virginia paid Jones Financial Group, Ltd., an affiliate of Jones of Virginia and Intercable, a fee of $1,328,400 as compensation for acting as a financial advisor in connection with this transaction. The Dale City System has approximately 50,000 subscribers and passes approximately 64,100 homes. 2 3 Item 7. Financial Statements and Exhibits a. Audited Financial Statements of Columbia Communications of Virginia as of 12/31/93 and 12/31/94 for years ended 12/31/92, 12/31/93 and 12/31/94 and unaudited financial statements for the nine months ended 9/30/94 and 9/30/95. b. Pro Forma Financial Statements of Jones Intercable, Inc. c. Financial Data Schedule. d. Asset Purchase Agreement dated as of June 30, 1995 between Columbia Associates, L.P. and Jones Intercable, Inc. is incorporated by reference from the Annual Report on Form 10-K of Jones Intercable, Inc. for fiscal year ended May 31, 1995 (Exhibit 2.8, Commission File No. 1-9953) e. Assignment and Assumption Agreement dated as of July 15, 1995 between Jones Intercable, Inc. and Jones Intercable of Alexandria, Inc. (now known as Jones Communications of Virginia, Inc.) is incorporated by reference from the Current Report on Form 8-K of Jones Intercable, Inc. dated December 4, 1995. 3 4 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 hereunto duly authorized. JONES INTERCABLE, INC., a Colorado corporation Dated: February 1, 1996 By: /s/ Elizabeth M.Steele ------------------------------- Elizabeth M. Steele Vice President and Secretary 4 5 ARTHUR ANDERSEN LLP COLUMBIA CABLE OF VIRGINIA (A division of Columbia Associates, L.P.) FINANCIAL STATEMENTS AS OF DECEMBER 31, 1993 AND 1994; FOR THE YEARS ENDED DECEMBER 31, 1992, 1993 AND 1994, TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS, AND UNAUDITED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994 AND 1995 6 ARTHUR ANDERSEN LLP REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Partners of Columbia Associates, L.P.: We have audited the financial statements of Columbia Associates, L.P. as of December 31, 1993 and 1994 and for the three years in the period ended December 31, 1994, and have issued our report thereon dated February 24, 1995. In connection therewith, we have also audited the statements of assets, liabilities and control account of Columbia Cable of Virginia (a division of Columbia Associates, L.P.) as of December 31, 1993 and 1994, and the related statements of operations and control account and cash flows for the three years in the period ended December 31, 1994. These financial statements are the responsibility of the Partnership'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 Columbia Cable of Virginia as of December 31, 1993 and 1994, 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. /s/ ARTHUR ANDERSEN LLP Stamford, Connecticut, February 24, 1995 (except with respect to the matter discussed in Note 1 as to which the date is June 30, 1995) 7 COLUMBIA CABLE OF VIRGINIA (A division of Columbia Associates, L.P.) STATEMENTS OF ASSETS, LIABILITIES AND CONTROL ACCOUNT
December 31, September -------------------------- 30, 1993 1994 1995 ----------- ----------- ----------- (Unaudited) ASSETS ------ CASH $ 13,745 $ 313,094 $ 188,160 ----------- ----------- ----------- SUBSCRIBER RECEIVABLES, net of allowance for doubtful accounts of $38,069, $26,725 and $9,667 in 1993, 1994 and 1995, respectively 477,483 327,062 398,465 ----------- ----------- ----------- INVESTMENT IN CABLE TELEVISION SYSTEMS (Notes 3 and 4): Property, plant and equipment, at cost 41,045,116 46,968,973 49,803,327 Less -- Accumulated depreciation (16,102,317) (19,385,557) (22,858,729) ----------- ----------- ----------- 24,942,799 27,583,416 26,944,598 Franchising costs, net of accumulated amortization of $14,527,021, $14,969,419 and $16,296,275 in 1993, 1994 and 1995, respectively 10,188,778 8,365,114 7,038,259 Goodwill and other intangible assets, net of accumulated amortization of $10,332,027, $5,119,508 and $5,454,909 in 1993, 1994 and 1995, respectively 2,460,723 1,928,200 1,592,800 ----------- ----------- ----------- Total investment in cable television systems 37,592,300 37,876,730 35,575,657 ----------- ----------- ----------- OTHER ASSETS, net 559,732 540,687 437,908 ----------- ----------- ----------- $38,643,260 $39,057,573 $36,600,190 =========== =========== =========== LIABILITIES AND CONTROL ACCOUNT ------------------------------- LIABILITIES: Accounts payable and accrued expenses $ 1,941,386 $ 1,649,799 $ 1,648,414 Subscriber advance payments and deposits 623,331 635,683 642,638 ----------- ----------- ----------- Total liabilities 2,564,717 2,285,482 2,291,052 ----------- ----------- ----------- COMMITMENTS AND CONTINGENCIES (Notes 2 and 6) CONTROL ACCOUNT, excess of assets over liabilities 36,078,543 36,772,091 34,309,138 ----------- ----------- ----------- $38,643,260 $39,057,573 $36,600,190 =========== =========== ===========
The accompanying notes to financial statements are an integral part of these statements. 8 COLUMBIA CABLE OF VIRGINIA (A division of Columbia Associates, L.P.) STATEMENTS OF OPERATIONS AND CONTROL ACCOUNT
Years Ended December 31, Nine Months Ended ---------------------------------------- September, 30 1992 1993 1994 ------------------------- ---------- ---------- ---------- 1994 1995 ---------- ---------- (Unaudited) (Unaudited) REVENUES $18,088,111 $20,208,169 $21,648,114 $15,933,217 $17,338,829 ----------- ----------- ----------- ----------- ----------- EXPENSES: Service costs 5,684,853 6,318,325 6,816,127 5,104,539 5,579,653 Selling, general and administrative expenses 3,207,004 3,648,997 3,768,984 2,811,672 3,038,097 Indirect expenses 954,755 1,086,325 1,134,691 835,432 883,427 Depreciation and amortization (Notes 3 and 4) 6,828,214 7,142,091 6,726,392 4,967,383 5,265,421 (Gain) loss on disposal of equipment, net (Note 4) 576,068 2,097,278 352,986 86,515 (35,129) ----------- ----------- ----------- ----------- ----------- Total expenses 17,250,894 20,293,016 18,799,180 13,805,541 14,731,469 ----------- ----------- ----------- ----------- ----------- Net income (loss) 837,217 (84,847) 2,848,934 2,127,676 2,607,360 CONTROL ACCOUNT, beginning of period 41,864,681 39,395,600 36,078,543 36,078,543 36,772,091 ADVANCES TO PARENT (3,306,298) (3,232,210) (2,155,386) (1,861,887) (5,070,313) ----------- ----------- ----------- ----------- ----------- CONTROL ACCOUNT, end of period $39,395,600 $36,078,543 $36,772,091 $36,344,332 $34,309,138 =========== =========== =========== =========== ===========
The accompanying notes to financial statements are an integral part of these statements. 9 COLUMBIA CABLE OF VIRGINIA (A division of Columbia Associates, L.P.) STATEMENTS OF CASH FLOWS
Years Ended December 31, Nine Months Ended -------------------------------------- September 30, 1992 1993 1994 ------------------------ ---------- ---------- ---------- 1994 1995 ---------- ---------- (Unaudited) (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 837,217 $ (84,847) $2,848,934 $2,127,676 $2,607,360 ---------- ---------- ---------- ---------- ---------- Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 6,828,214 7,142,091 6,726,392 4,967,383 5,265,421 (Gain) loss on disposal of equipment, net 576,068 2,097,278 352,986 86,515 (35,129) Change in assets and liabilities -- (Increase) decrease in subscriber receivables (35,850) (106,904) 150,421 348,052 (71,403) (Increase) decrease in other assets (54,589) (189,964) 18,794 (36,604) 102,779 Increase (decrease) in accounts payable and accrued expenses 581,277 282,550 (291,587) (295,105) (1,385) Increase in subscriber advance payments and deposits 37,214 34,293 12,352 6,645 6,955 ---------- ---------- ---------- ---------- ---------- Total adjustments 7,932,334 9,259,344 6,969,358 5,076,886 5,267,238 ---------- ---------- ---------- ---------- ---------- Net cash provided by operating activities 8,769,551 9,174,497 9,818,292 7,204,562 7,874,598 ---------- ---------- ---------- ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Increase in investment in existing cable television systems (5,893,508) (6,116,220) (7,471,571) (5,301,389) (2,985,798) Proceeds on disposal of equipment 122,477 76,806 108,014 102,189 56,579 ---------- ---------- ---------- ---------- ---------- Net cash used in investing activities (5,771,031) (6,039,414) (7,363,557) (5,199,200) (2,929,219) ---------- ---------- ---------- ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Advances to parent (3,306,298) (3,232,210) (2,155,386) (1,861,887) (5,070,313) ---------- ---------- ---------- ---------- ---------- Net cash used in financing activities (3,306,298) (3,232,210) (2,155,386) (1,861,887) (5,070,313) ---------- ---------- ---------- ---------- ---------- Net increase (decrease) in cash (307,778) (97,127) 299,349 143,475 (124,934) CASH, beginning of period 418,650 110,872 13,745 13,745 313,094 ---------- ---------- ---------- ---------- ---------- CASH, end of period $ 110,872 $ 13,745 $ 313,094 $ 157,220 $ 188,160 ========== ========== ========== ========== ==========
The accompanying notes to financial statements are an integral part of these statements. 10 COLUMBIA CABLE OF VIRGINIA (A division of Columbia Associates, L.P.) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1992, 1993 AND 1994 (Information Pertaining to the Nine Months Ended September 30, 1994 and 1995 is Unaudited.) (1) Partnership Formation and Sale: Columbia Cable of Virginia ("Virginia") is a division of Columbia Associates, L.P. (the "Partnership"). The Partnership is a limited partnership which was formed on March 7, 1985, under the laws of the State of Delaware and which operates under the terms of the Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement") dated as of June 2, 1992. The Partnership will continue until March 1, 1995 unless previously dissolved in accordance with the terms of the Partnership Agreement. The partners are presently contemplating an extension of the Partnership Agreement. On June 30, 1995, the Partnership entered into an agreement to sell substantially all the assets and certain of the liabilities of Virginia for $123 million, subject to closing adjustments. The Partnership expects the sale to be completed in 1995. (2) Cable Regulation On October 5, 1992, Congress enacted the Cable Television consumer Protection and Competition Act of 1992 (the "Act") which, among other things, expanded governmental regulation of rates for basic and other cable services. Pursuant to the Act, the Federal Communications Commission (the "FCC") issued regulations in April 1993. The FCC's regulations require rates for equipment to be cost-based. Rates for basic and any regulated tiers of service were to be based on, at the election of the cable operator, either the FCC's benchmark rates or a cost-of-service showing based upon interim standards adopted by the FCC. Rate regulation for basic service is enforceable by the local franchise authorities. The local franchise authorities in the franchises in which Virginia operates have not yet sought FCC certification to regulate basic service rates, and therefore Virginia is not subject to the provisions under the Act regarding rate regulation. Despite the absence of regulation by local franchise authorities, Virginia believes they are in compliance with the Act and with current regulations. 11 (3) Significant Accounting Policies: Basis of financial statement presentation -- Virginia's financial statements include all the direct costs of operating the business. Costs specifically incurred by the Partnership on behalf of Virginia were directly included in selling, general and administrative expenses and service costs. Costs which were not incurred specifically for any of the Partnership's divisions were allocated to Virginia based on Virginia's total subscribers as a percentage of the Partnership's total subscribers. All the indirect costs incurred by the Partnership which have been allocated to Virginia have been included as "indirect expenses" in the accompanying statements of operations and control account. Management believes the foregoing allocations were made on a reasonable basis. Nonetheless, the financial information included herein may not necessarily reflect the financial position and results of operations of Virginia in the future or what the financial position or results of operations of Virginia would have been as a separate stand-alone entity. The control account consists of accumulated earnings/losses, allocated expenses from the Partnership, as well as any payable/receivable balance due to/from the Partnership resulting from cash transfers. No provision for interest has been made to the control account. Set forth below is an analysis of the control account for the years ended December 31, 1993 and 1994, and for the nine months ended September 30, 1995: Control account -- December 31, 1992 $ 39,395,600 Net loss -- 1993 (84,847) Cash transfers to the Partnership (19,771,609) Cash transfers from the Partnership 12,030,000 Direct and indirect expenses 4,509,399 ------------ Control account -- December 31, 1993 36,078,543 Net income -- 1994 2,848,934 Cash transfers to the Partnership (21,464,242) Cash transfers from the Partnership 14,410,000 Direct and indirect expenses 4,898,856 ------------ Control account -- December 31, 1994 36,772,091 Net income -- September 30, 1995 2,607,360 Cash transfers to the Partnership (17,136,801) Cash transfers from the Partnership 8,200,023 Direct and indirect expenses 3,866,465 ------------ Control account -- September 30, 1995 $ 34,309,138 ============
12 The average balance outstanding of the control account was approximately $37,700,000, $36,400,000 and $35,500,000 during the years ended December 31, 1993 and 1994, and for the nine months ended September 30, 1995, respectively. Property, plant and equipment -- Property, plant and equipment is recorded at purchased cost, together with labor and indirect labor costs amounting to approximately $324,000 and $323,000 in 1993 and 1994, respectively. Intangible assets -- Franchise costs include the assigned fair value of the franchises from purchased cable television systems and the costs of original franchise applications, which are deferred until the franchise has been granted, at which time such costs are amortized. All costs related to unsuccessful franchise applications are charged to expense when it is determined that the efforts to obtain the franchises were unsuccessful. Franchise costs are amortized over the remaining franchise life, while goodwill is amortized over ten years and other intangible assets (primarily subscriber lists) are amortized over the average period that a subscriber is expected to remain connected to the cable system. Amortization of franchise costs, goodwill and other intangible assets amounted to approximately $1,867,000, $455,000 and $868,000, respectively, in 1992, approximately $1,858,000, $464,000 and $822,000, respectively, in 1993 and approximately $1,822,000, $455,000 and $78,000, respectively in 1994. Revenue recognition -- Revenues are recognized as the services are provided. Interim financial statements -- In the opinion of Virginia, the accompanying unaudited financial statements contain all adjustments, all of which are of a normal recurring nature, necessary to present fairly the financial position of Virginia as of September 30, 1995 and the results of its operations and changes in its cash flows for the nine month periods ended September 30, 1994 and 1995. 13 (4) Property, plant and equipment: As of December 31, 1993 and 1994, property, plant and equipment consisted of:
1993 1994 ---------- ---------- Cable systems and equipment $36,918,981 $41,755,287 Land, buildings and improvements 2,049,894 2,926,213 Furniture and fixtures 1,204,688 1,353,968 Vehicles 871,553 933,505 ----------- ----------- $41,045,116 $46,968,973 =========== ===========
Depreciation is calculated on a straight-line basis over the following useful lives: Cable systems and equipment 5 to 15 years Buildings and improvements 15 to 20 years Furniture and fixtures 5 to 10 years Vehicles 5 years
In 1992, 1993 and 1994, Virginia invested approximately $2,452,000, $2,827,000 and $3,557,000, respectively, to replace existing cable systems and equipment. As a result, Virginia recorded writeoffs in 1992, 1993 and 1994 on the disposal of the existing cable systems and equipment of approximately $577,000, $2,063,000 and $103,000, respectively, which was included in (gain) loss on disposal of equipment, net. (5) Salary Deferral Plan: The Partnership established a salary deferral plan ("the Plan") in accordance with Internal Revenue Code Section 401(k), as amended, in 1989. The Plan provides for discretionary and matching contributions by Virginia on behalf of participating employees. Discretionary and matching contributions totaled approximately $94,000, $105,000 and $109,000 in 1992, 1993 and 1994, respectively. (6) Commitments: Under various lease and rental agreements, Virginia had rental expense of approximately $30,000, $26,000 and $30,000 in 1992, 1993 and 1994, respectively. Approximate future minimum annual payments under these agreements are as follows: 1995 $11,000 1996 7,000 1997 1,000
In addition, Virginia rents access to utility poles in its operations generally under short-term, but recurring, agreements. Total rental expense for utility poles was approximately $24,000, $26,000 and $47,000 in 1992, 1993 and 1994, respectively. 14 UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS On November 29, 1995, Jones Intercable, Inc. (the "Company") purchased the cable television system serving Dale City, Lake Ridge, Woodbridge, Fort Bevoir, Triangle, Dumfries, Quantico, Accoquan and portions of Prince William County, all in the state of Virginia (the "Dale City System") from an unaffiliated party. The purchase price was $123,000,000, subject to normal closing adjustments. The purchase was funded by cash on hand and $30,000,000 of borrowings available under the Company's credit facility. The Dale City System passes approximately 64,100 homes and serves approximately 50,000 basic subscribers. The Company paid Jones Financial Group, Ltd. ("Financial Group"), a subsidiary of Jones International, Ltd., a fee of $1,328,400 for acting as the Company's financial advisor in connection with this transaction. The following Unaudited Pro Forma Consolidated Financial Statements do not include an Unaudited Pro Forma Balance Sheet because the effect of the purchase of the Dale City System was included in the Company's November 30, 1995 Unaudited Consolidated Balance Sheet filed as part of the Company's November 30, 1995 Form 10-Q. The Unaudited Pro Forma Consolidated Statements of Operations reflect to the purchase of the Dale City System as well as the purchases of the cable television system serving Augusta, Georgia (the "Augusta System") and the cable television system serving areas in and around Manassas, Virginia (the "Manassas System"). The Augusta System was purchased on October 20, 1995 and the Manassas System was purchased on January 10, 1996. The Unaudited Pro Forma Consolidated Statement of Operations assumes all three purchases occurred June 1, 1994. The Dale City System was purchased with cash on hand and $30,000,000 of borrowings available under the Company's credit facility. The Augusta System was purchased with cash on hand. The Manassas System was purchased with borrowings available under the Company's credit facility. The Unaudited Pro Forma Statements of Operations should be read on conjunction with the Notes to Unaudited Financial Statements. The Unaudited Pro Forma Statements of Operations are based on historical data and may not be indicative of actual results obtained due to these transactions. 15 JONES INTERCABLE, INC. UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS For the six months ended November 30, 1995
As Pro Forma Adjustments Reported ------------------------------------------------ 11/30/95 Augusta Dale City Manassas Total -------- ------- --------- -------- ----- (In Thousands Except Per Share Data) REVENUES FROM CABLE TELEVISION OPERATIONS: Cable Television Revenue Subscriber service fees $ 66,002 $ 11,500 $ 11,560 $ 6,783 $ 95,845 Management fees 10,854 (575) - - 10,279 Non-cable Revenue 16,597 - - - 16,597 ---------- ---------- ---------- ---------- ---------- TOTAL REVENUES 93,453 10,925 11,560 6,783 122,721 COSTS AND EXPENSES: Cable Television Expenses Operating expenses 36,747 5,683 5,744 3,482 51,656 General and administrative expenses 4,862 705 700 475 6,742 Non-cable operating, general and administrative 16,518 - - - 16,518 Depreciation and amortization 27,405 6,067 6,150 3,500 43,122 ---------- ---------- ---------- ---------- ---------- OPERATING INCOME 7,921 (1,530) (1,034) (674) 4,683 OTHER INCOME (EXPENSE): Interest expense (26,419) - (1,050) (2,485) (29,954) Equity in income (losses) of affiliated entities 246 - - - 246 Interest income 7,505 (3,010) (2,790) - 1,705 Other, net 428 - - - 428 ---------- ---------- ---------- ---------- ---------- INCOME (LOSS) BEFORE INCOME TAXES AND EXTRAORDINARY ITEM (10,319) (4,540) (4,874) (3,159) (22,892) Income tax provision - - - - - ---------- ---------- ---------- ---------- ---------- INCOME (LOSS) BEFORE EXTRAORDINARY ITEM (10,319) (4,540) (4,874) (3,159) (22,892) Extraordinary item - loss on early extinguishment of debt (692) - - - (692) ---------- ---------- ---------- ---------- ---------- NET INCOME (LOSS) $ (11,011) $ (4,540) $ (4,874) $ (3,159) $ (23,584) ========== ========== ========== ========== ========== EARNINGS PER SHARE Income (loss) before extraordinary item $ (.12) $ (.75) Extraordinary item (.02) (.02) ---------- ---------- $ (.14) $ (.77) ========== ==========
16 JONES INTERCABLE, INC. UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS For the year ended May 31, 1995
As Pro Forma Adjustments Reported ------------------------------------------------ 5/31/95 Augusta Dale City Manassas Total -------- ------- --------- -------- ----- (In Thousands Except Per Share Data) REVENUES FROM CABLE TELEVISION OPERATIONS: Cable Television Revenue Subscriber service fees $ 114,020 $ 26,956 $ 21,648 $ 13,565 $ 176,189 Management fees 19,508 (1,348) - - 18,160 Non-cable Revenue 17,418 - - - 17,418 --------- --------- --------- --------- --------- TOTAL REVENUES 150,946 25,608 21,948 13,565 211,767 COSTS AND EXPENSES: Cable Television Expenses Operating expenses 64,714 13,933 10,584 6,963 96,194 General and administrative expenses 7,887 2,045 1,515 949 12,396 Non-cable operating, general and administrative 18,996 - - - 18,996 Depreciation and amortization 45,897 15,600 12,300 7,000 80,797 --------- --------- --------- --------- --------- OPERATING INCOME 13,452 (5,970) (2,751) (1,347) 3,384 OTHER INCOME (EXPENSE): Interest expense (39,939) (530) (8,610) (4,970) (54,049) Equity in income (losses) of affiliated entities (2,981) - - - (2,981) Gain on sale of assets 15,496 - - - 15,496 Interest income 9,652 (8,500) - - 1,152 Other, net 319 - - - 319 --------- --------- --------- --------- --------- INCOME (LOSS) BEFORE INCOME TAXES (4,001) (15,000) (11,361) (6,317) (36,679) Income tax provision --------- --------- --------- --------- --------- NET INCOME (LOSS) $ (4,001) $ (15,000) $ (11,361) $ (6,317) $ (36,679) ========= ========= ========= ========= ========= EARNINGS PER SHARE $ (.16) $ (1.48) ========= =========
17 NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS (1) The Unaudited Pro Forma Consolidated Statements of Operations were prepared to reflect the purchase of the Dale City System, the Augusta System and the Manassas System. The Dale City System was purchased on November 29, 1995. The Augusta System was purchased on October 20, 1995. The Manassas System was purchased on January 10, 1996. The Unaudited Pro Forma Consolidated Statements of Operations assumes the three purchases had occurred on June 1, 1994. (2) The basis for the Unaudited Pro Forma Consolidated Statements of Operations are the historical financials of the Company, the Dale City System, the Augusta System and the Manassas System. The depreciation and amortization of the acquired systems has been adjusted to reflect the Company's basis in the assets. Interest expense and interest income have been adjusted as a result of changes in debt balances and cash due to the above transactions. In addition, management fee revenue has been reduced to reflect the sale of the Augusta System to the Company from Cable TV Fund 12- B, Ltd., one of the Company's managed limited partnerships. 18 EXHIBIT INDEX 27 Financial Data Schedule EX-27 2 FINANCIAL DATA SCHEDULE
5 1,000 6-MOS MAY-31-1996 JUN-01-1995 NOV-30-1995 4,842 0 13,830 1,070 0 0 471,373 (168,629) 848,336 0 492,461 0 0 313 296,748 848,336 0 93,453 0 85,532 (8,179) 0 26,419 (10,319) 0 (10,319) 0 (692) 0 (11,011) (.35) 0
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