-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Df/By0APgbUs6d1xzIpwEMGaBSXkWw139TFxinaAm/Si2MG7y6YC1rz6gXtciVIR OGdBAS/un+uCYJZfBw7bOg== 0000950134-95-000035.txt : 19950608 0000950134-95-000035.hdr.sgml : 19950608 ACCESSION NUMBER: 0000950134-95-000035 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941130 FILED AS OF DATE: 19950113 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: JONES SPACELINK LTD CENTRAL INDEX KEY: 0000353796 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 840835095 STATE OF INCORPORATION: CO FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-10040 FILM NUMBER: 95501414 BUSINESS ADDRESS: STREET 1: 9697 E MINERAL AVE STREET 2: P O BOX 3309 CITY: ENGLEWOOD STATE: CO ZIP: 80155-3309 BUSINESS PHONE: 3037929191 MAIL ADDRESS: STREET 1: 9697 E MINERAL AVE STREET 2: P O BOX 3309 CITY: ENGLEWOOD STATE: CO ZIP: 80155 10-Q 1 FORM 10-Q FOR THE PERIOD 11-30-94 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended November 30, 1994 Commission File Number 0-10040 ------- Jones Spacelink, Ltd. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Colorado #84-0835095 - ------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) P.O. Box 3309, Englewood, Colorado 80155-3309 --------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code (303) 792-9191 -------------- 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 ----- ----- Number of shares outstanding of each of the issuers' classes of common stock, as of December 20, 1994: Class A Common Stock, par value $.01 per share: 79,660,197 Class B Common Stock, par value $.01 per share: 415,000 2 JONES SPACELINK, LTD. AND SUBSIDIARIES I N D E X
Page Number ------ PART I. FINANCIAL INFORMATION Item 1. Financial Statements. Unaudited Consolidated Balance Sheets November 30, 1994 and May 31, 1994 3-4 Unaudited Consolidated Statements of Operations Three and Six Months Ended November 30, 1994 and 1993 5 Unaudited Consolidated Statements of Cash Flows Six Months Ended November 30, 1994 and 1993 6 Notes to Unaudited Consolidated Financial Statements November 30, 1994 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. 9
2 3 JONES SPACELINK, LTD. AND SUBSIDIARIES UNAUDITED CONSOLIDATED BALANCE SHEETS As of November 30, 1994 and May 31, 1994
November 30, May 31, ASSETS 1994 1994 ------------ ------- (In Thousands) CASH AND CASH EQUIVALENTS $ 3,185 $4,892 RECEIVABLES: Trade receivables, net of allowance for doubtful accounts of $770,000 and $694,000 8,349 8,837 Affiliated entities, net of allowance for doubtful accounts of $1,756,000 and $1,580,000 22,887 20,936 Other 736 715 INVESTMENT IN CABLE TELEVISION PROPERTIES: Property, plant and equipment, at cost, net of accumulated depreciation of $143,204,000 and $138,908,000 194,714 201,735 Franchise costs, net of accumulated amortization of $97,659,000 and $93,466,000 82,696 91,802 Subscriber lists, net of accumulated amortization of $36,364,000 and $34,922,000 16,917 21,531 Costs in excess of interests in net assets purchased, net of accumulated amortization of $6,141,000 and $6,511,000 37,481 43,525 Noncompete agreements, net of accumulated amortization of $1,180,000 and $1,079,000 465 566 Investments in domestic cable television managed partnerships and corporate stock 41,770 38,717 Investment in foreign cable/telephony properties 60,977 57,752 ---------- ------- Total Investment in Cable Television Properties 435,020 455,628 ---------- ------- DEFERRED TAX ASSET, net of valuation allowance of $37,301,000 and $37,785,000 8,903 7,948 DEPOSITS, PREPAID EXPENSES AND OTHER 31,364 27,671 ---------- ------- Total Assets $ 510,444 $526,627 ========== =======
The accompanying notes to unaudited consolidated financial statements are an integral part of these consolidated balance sheets. 3 4 JONES SPACELINK, LTD. AND SUBSIDIARIES UNAUDITED CONSOLIDATED BALANCE SHEETS As of November 30, 1994 and May 31, 1994
November 30, May 31, LIABILITES AND SHAREHOLDERS' INVESTMENT 1994 1994 ------------ ------- (In Thousands) LIABILITIES: Accounts payable and accrued liabilities $ 52,783 $46,334 Subscriber prepayments and deposits 5,956 5,709 Credit facility and other debt of Jones Spacelink, Ltd. 75,839 74,886 Credit facility of Jones Intercable, Inc. 38,000 63,000 Subordinated debentures and other debt of Jones Intercable, Inc. 280,918 280,907 ---------- ------- Total Liabilities 453,496 470,836 DEFERRED REVENUE AND INCOME 2,828 3,053 MINORITY INTERESTS IN CONSOLIDATED SUBSIDIARIES 52,775 48,106 SHAREHOLDERS' INVESTMENT: Class A Common Stock, $.01 par value, 220,000,000 shares authorized; 77,665,200 and 77,632,700 shares issued and outstanding at November 30, 1994 and May 31, 1994, respectively 777 776 Class B Common Stock, $.01 par value, 415,000 shares authorized, issued and outstanding 4 4 Additional paid-in capital 50,677 50,569 Accumulated deficit (50,113) (46,717) ---------- ------- Total Shareholders' Investment 1,345 4,632 ---------- ------- Total Liabilities and Shareholders' Investment $ 510,444 $526,627 ========== =======
The accompanying notes to unaudited consolidated financial statements are an integral part of these consolidated balance sheets. 4 5 JONES SPACELINK, LTD. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
For the Three Months Ended For the Six Months Ended November 30, November 30, ------------------------------ ------------------------------- 1994 1993 1994 1993 ---------- ---------- ----------- ---------- (In Thousands, except Per Share Data) REVENUES: Subscriber service fees $ 35,290 $ 33,327 $ 70,303 $ 66,571 Management fees 5,100 4,784 10,134 9,672 Encryption sales and manufacturing services 1,726 1,603 3,681 2,958 Radio programming services 740 881 1,455 1,717 Brokerage fees 112 77 1,138 155 Uplinking fees, partnership fees, distributions and other 495 484 1,095 912 ---------- ---------- ----------- ---------- Total Revenues 43,463 41,156 87,806 81,985 COSTS AND EXPENSES: Operating expenses (25,669) (21,749) (50,542) (43,299) General and administrative expenses (including amounts allocated from Jones International, Ltd. of $869,000 and $511,000, for the three months ended November 30, 1994 and 1993, respectively, and $1,782,000 and $997,000 for the six months ended November 30, 1994 and 1993, respectively) (2,834) (3,675) (5,800) (6,641) Depreciation and amortization (12,830) (12,751) (26,286) (25,674) ---------- ---------- ----------- ---------- Operating Income 2,130 2,981 5,178 6,371 OTHER INCOME (EXPENSE): Interest expense (10,680) (9,889) (21,438) (19,579) Equity in losses of partnerships and affiliated companies (742) (1,444) (1,552) (2,631) Interest income 1,049 1,027 2,222 1,844 Gain on sale of assets - - 15,496 - Other, net (156) 245 393 (400) ---------- ---------- ----------- ---------- Income (Loss) Before Income Taxes and Minority Interests (8,399) (7,080) 299 (14,395) INCOME TAX BENEFIT (PROVISION) (43) 561 880 1,046 ---------- ---------- ----------- ---------- Income (Loss) Before Minority Interests (8,442) (6,519) 1,179 (13,349) MINORITY INTERESTS IN NET (INCOME) LOSS OF CONSOLIDATED SUBSIDIARIES 4,453 4,778 (4,561) 9,605 ---------- ---------- ----------- ---------- NET LOSS $ (3,989) $ (1,741) $ (3,382) $ (3,744) ========== ========== =========== ========== NET LOSS PER COMMON SHARE $ (.05) $ (.02) $ (.04) $ (.05) ========== ========== =========== ========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 78,080 77,988 78,071 77,988 =========== =========== ============ ===========
The accompanying notes to unaudited consolidated financial statements are an integral part of these consolidated statements. 5 6 JONES SPACELINK, LTD. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
For the Six Months Ended November 30, ------------------------------ 1994 1993 --------- ---------- (In Thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (3,382) $ (3,744) Adjustments to reconcile net loss to net cash provided by operating activities: Minority interests in net income (loss) of consolidated subsidiaries 4,561 (9,605) Gain on sale of assets (15,496) - Depreciation and amortization 26,286 25,674 Deferred income tax benefit (955) - Recognition of deferred revenue and income (225) (155) Equity in losses of limited partnerships and affiliated companies 1,552 2,631 Decrease (increase) in trade accounts receivable 488 (1,888) Decrease (increase) in other receivables, deposits, prepaid expenses and other assets (1,303) (3,990) Decrease in accounts payable and accrued liabilities and subscriber prepayments and deposits 3,459 960 --------- ---------- Net cash provided by operating activities 14,985 9,883 --------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale of cable television system by Jones Intercable, Inc. 35,587 - Purchases of property, plant and equipment, net (19,316) (10,826) Investments in cable television partnerships and affiliates (3,349) (8,219) Investment in Mind Extension University, Inc. by Jones Intercable, Inc. (4,242) (8,451) Deferred acquisition costs (2,696) - Other, net 1,142 1,909 --------- ---------- Net cash provided by (used in) investing activities 7,126 (25,587) --------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds of borrowings by Jones Spacelink, Ltd. 1,069 2,019 Repayment of borrowings by Jones Spacelink, Ltd. (116) (56) Proceeds from borrowings by Jones Intercable, Inc. 16,500 17,000 Repayment of borrowings by Jones Intercable, Inc. (41,500) - Decrease in advances to affiliated entities 479 (2,166) Decrease in minority interests in consolidated subsidiaries 108 262 Other, net (358) (252) --------- ---------- Net cash provided by (used in) financing activities (23,818) 16,807 --------- ---------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,707) 1,103 CASH AND CASH EQUIVALENTS, AT BEGINNING OF PERIOD 4,892 1,348 --------- ---------- CASH AND CASH EQUIVALENTS, AT END OF PERIOD $ 3,185 $ 2,451 ========= ========== SUPPLEMENTAL CASH FLOW DISCLOSURES: Interest Paid $ 21,225 $ 18,960 ========= ========== Income Taxes Paid - 90 ========= ==========
The accompanying notes to unaudited consolidated financial statements are an integral part of these consolidated statements. 6 7 JONES SPACELINK, LTD. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS November 30, 1994 (1) Basis of Presentation: This Form 10-Q is being filed in conformity with the Securities and Exchange Commission's requirements for unaudited financial statements and does not contain all of the necessary footnote disclosures required for a fair presentation of Jones Spacelink, Ltd. ("Spacelink") and subsidiaries' financial position, results of operations and cash flows in conformity with generally accepted accounting principles. In the opinion of management, this data does include all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position of Spacelink and its subsidiaries at November 30, 1994 and May 31, 1994, and the results of their operations and their cash flows for the three and six months ended November 30, 1994 and 1993. Results of operations for these periods are not necessarily indicative of results to be expected for the full year. (2) Sale of Spacelink's Assets and Liquidation: On December 19, 1994, the shareholders of Spacelink approved an Exchange Agreement and Plan of Reorganization and Liquidation dated May 31, 1994, as amended, between Spacelink and Jones Intercable, Inc. ("Intercable") providing for the sale of substantially all of the assets of Spacelink to Intercable and the assumption of all of the liabilities of Spacelink by Intercable. On December 20, 1994, Intercable acquired all of the assets of Spacelink (except for the 2,859,240 shares of Intercable's Common Stock owned by Spacelink) and assumed all of the liabilities of Spacelink (other than liabilities with respect to shareholders exercising dissenters' rights) in exchange for 3,900,000 shares of Intercable's Class A Common Stock. Spacelink will effect its complete liquidation and distribute the aforesaid shares of Intercable's Class A Common Stock and Common Stock to its shareholders, other than to any dissenting shareholders. Intercable incurred costs related to this transaction totalling $3,255,000 at November 30, 1994, which have been deferred by Intercable and were considered part of the purchase price of Spacelink's assets. (3) Treasury Stock: Due to an amendment to the Colorado Business Corporation Act, effective July 1, 1994, Spacelink changed its accounting for treasury stock. Intercable shares held in treasury have been retired and classified as authorized but unissued shares. (4) Reclassifications: Certain prior period amounts have been reclassified to conform to the current period presentation. 7 8 Management's Discussion and Analysis of Financial Condition and Results of Operations On December 19, 1994, the shareholders of Spacelink approved an Exchange Agreement and Plan of Reorganization and Liquidation dated May 31, 1994, as amended, between Spacelink and Jones Intercable, Inc. ("Intercable") providing for the sale of substantially all of the assets of Spacelink to Intercable and the assumption of all of the liabilities of Spacelink by Intercable. On December 20, 1994, Intercable acquired all of the assets of Spacelink (except for the 2,859,240 shares of Intercable's Common Stock owned by Spacelink) and assumed all of the liabilities of Spacelink (other than liabilities with respect to shareholders exercising dissenters' rights) in exchange for 3,900,000 shares of Intercable's Class A Common Stock. Spacelink will effect its complete liquidation and distribute the aforesaid shares of Intercable's Class A Common Stock and Common Stock to its shareholders, other than to any dissenting shareholders. Intercable incurred costs related to this transaction totalling $3,255,000 at November 30, 1994, which have been deferred by Intercable and were considered part of the purchase price of Spacelink's assets. 8 9 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. Current Report on Form 8-K dated December 20, 1994 reporting (i) shareholder approval of an Exchange Agreement and Plan of Reorganization and Liquidation dated May 31, 1994, as amended, between Spacelink and Intercable providing for the issuance by Intercable of shares of its Class A Common Stock for substantially all of the assets of Spacelink and the assumption by Intercable of all of the liabilities of Spacelink and subsequent closing on December 20, 1994. 9 10 SIGNATURES Pursuant to the requirements of the Securities and 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, LTD., a Colorado corporation By: /s/ Gregory J. Liptak --------------------------------- Gregory J. Liptak President By: /s/ Jay B. Lewis --------------------------------- Jay B. Lewis, Treasurer (Principal Accounting Officer) Date: January 13, 1995 10 11 Exhibit Index
Exhibits Page - -------- ---- 27) Financial Data Schedule
EX-27 2 FINANCIAL DATA SCHEDULE
5 0 6-MOS MAY-31-1995 JUN-01-1994 NOV-01-1994 1 3,185 0 8,349 770 0 0 337,918 (143,204) 510,444 0 394,757 0 0 0 1,345 510,444 0 87,806 0 50,542 15,826 0 21,438 0 0 0 0 0 0 (3,382) (.04) 0
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