FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [x] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2000 [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _______________ to _____________ Commission File Number: 0-18133 IDS/JONES GROWTH PARTNERS II, L.P. - ------------------------------------------------------------------------------- Exact name of registrant as specified in charter Colorado #84-1060548 - ------------------------------------------------------------------------------- State of organization I.R.S. employer I.D. # c/o Comcast Corporation 1500 Market Street, Philadelphia, PA 19102-2148 ----------------------------------------------- Address of principal executive office (215) 665-1700 ----------------------------- Registrant's telephone number Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------- ------- IDS/JONES GROWTH PARTNERS II, L.P. ---------------------------------- (A Limited Partnership) UNAUDITED CONSOLIDATED BALANCE SHEETS ------------------------------------- March 31, December 31, ASSETS 2000 1999 ------ ------------ ------------ Cash $ 3,427,939 $ 3,436,939 ------------ ------------ Total assets $ 3,427,939 $ 3,436,939 ============= ============= LIABILITIES AND PARTNERS' CAPITAL --------------------------------- LIABILITIES: Advances from affiliates $ 2,038,665 $ 2,011,730 ------------ ------------ Total liabilities 2,038,665 2,011,730 ------------ ------------ MINORITY INTEREST IN JOINT VENTURE 477,738 490,100 ------------ ------------ PARTNER'S CAPITAL: General Partners- Contributed capital 500 500 Accumulated deficit (500) (500) ------------ ------------ - - ------------ ------------ Limited Partners- Net contributed capital (174,343 units outstanding at March 31, 2000 and December 31, 1999) 37,256,546 37,256,546 Distributions (33,678,970) (33,678,970) Accumulated deficit (2,666,040) (2,642,467) ------------ ------------ 911,536 935,109 ------------ ------------ Total liabilities and partners' capital $ 3,427,939 $ 3,436,939 ============ ============ The accompanying notes to unaudited consolidated financial statements are an integral part of these unaudited consolidated balance sheets. 2 IDS/JONES GROWTH PARTNERS II, L.P. ---------------------------------- (A Limited Partnership) UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS ----------------------------------------------- For the Three Months Ended March 31, --------------------------------- 2000 1999 -------- -------- OTHER INCOME (EXPENSE): Interest expense $ - $ (32,040) Interest income - 49,252 Other, net (35,935) (365,668) -------- --------- Total other income (expense), net (35,935) (348,456) -------- --------- CONSOLIDATED LOSS (35,935) (348,456) MINORITY INTEREST IN CONSOLIDATED LOSS 12,362 119,869 -------- --------- NET LOSS $ (23,573) $(228,587) ======== ========= ALLOCATION OF NET LOSS: General Partners $ - $ - ======== ========= Limited Partners $(23,573) $(228,587) ======== ========= NET LOSS PER LIMITED PARTNERSHIP UNIT $ (0.14) $ (1.31) ======== ========= WEIGHTED AVERAGE NUMBER OF LIMITED PARTNERSHIP UNITS OUTSTANDING 174,343 174,343 ======== ========= The accompanying notes to unaudited consolidated financial statements are an integral part of these unaudited consolidated statements. 3 IDS/JONES GROWTH PARTNERS II, L.P. ---------------------------------- (A Limited Partnership) UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS ----------------------------------------------- For the Three Months Ended March 31, ------------------------------------ 2000 1999 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (23,573) $ (228,587) Adjustments to reconcile net loss to net cash used in operating activities: Minority interest in consolidated loss (12,362) (119,869) Increase in proceeds from sale in escrow - (49,252) Decrease in accounts payable and accrued liabilities and subscriber prepayments - (908,397) Increase in advances from affiliates 26,935 1,306,105 ---------- ---------- Net cash used in operating activities (9,000) - ---------- ---------- Decrease in cash (9,000) - Cash, beginning of period 3,436,939 - ---------- ---------- Cash, end of period $3,427,939 $ - ========== ========== SUPPLEMENTAL CASH FLOW DISCLOSURE: Interest paid $ - $ - ========== ========== The accompanying notes to unaudited consolidated financial statements are an integral part of these unaudited consolidated statements. 4 IDS/JONES GROWTH PARTNERS II, L.P. ---------------------------------- (A Limited Partnership) NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS ---------------------------------------------------- (1) This Form 10-Q is being filed in conformity with the SEC requirements for unaudited financial statements and does not contain all of the necessary footnote disclosures required for a complete presentation of the Balance Sheets and Statements of Operations and Cash Flows in conformity with generally accepted accounting principles. However, in the opinion of management, this data includes all adjustments, consisting only of normal recurring accruals, necessary to present fairly the financial position of IDS/Jones Growth Partners II, L.P. (the "Partnership") at March 31, 2000 and December 31, 1999 and its Statements of Operations and Cash Flows for the three month periods ended March 31, 2000 and 1999. Certain prior year amounts were reclassified to conform to the 2000 presentation. The accompanying financial statements include 100 percent of the accounts of the Partnership and those of IDS/Jones Joint Venture Partners (the "Venture"), reduced by the 34.4 percent minority interests in the Venture. All interpartnership accounts and transactions have been eliminated. Jones Cable Corporation, a Colorado corporation, is the "Managing General Partner." Neither the Partnership nor the Venture currently own any cable television systems. The Venture is expected to be dissolved in 2000. The Partnership will be dissolved after the pending litigation in which the Partnership is a named defendant has been resolved and terminated. On April 7, 1999, Comcast Corporation ("Comcast") completed the acquisition of a controlling interest in Jones Intercable, Inc. ("Jones Intercable"), the parent of the Managing General Partner until March 2, 2000. In December 1999, Comcast and Jones Intercable entered into a definitive merger agreement pursuant to which Comcast agreed to acquire all of the outstanding shares of Jones Intercable not yet owned by Comcast. On March 2, 2000, Jones Intercable was merged with and into Comcast JOIN Holdings, Inc., a wholly owned subsidiary of Comcast. Comcast JOIN Holdings, Inc. continues as the surviving corporation of the merger. As a result of this transaction, Jones Intercable no longer exists and the Managing General Partner is now a wholly owned subsidiary of Comcast JOIN Holdings, Inc. and, as such, is an indirect wholly owned subsidiary of Comcast. The Managing General Partner and Comcast JOIN Holdings, Inc. share corporate offices with Comcast at 1500 Market Street, Philadelphia, Pennsylvania 19102-2148. (2) The Venture reimburses the Managing General Partner for certain administrative expenses. These expenses represent the salaries and related benefits paid for corporate personnel. Such personnel provide administrative, accounting, tax, legal and investor relations services to the Venture and its constituent partnerships. Such services, and their related costs, are necessary to the administration of the Venture and its constituent partnerships until they are dissolved. Such costs were charged to other expense on the Statements of Operations. Reimbursements by the Venture to its Managing General Partner for administrative expenses during the three month periods ended March 31, 2000 and 1999 were $24,788 and $5,114, respectively. IDS Cable II Corporation (the supervising general partner of the Partnership) and IDS Cable Corporation (the supervising general partner of IDS/Jones Growth Partners 89-B, Ltd.) may also be reimbursed for certain expenses incurred on behalf of the Venture. There were no reimbursements made to IDS Cable II Corporation or IDS Cable Corporation during the three month periods ended March 31, 2000 and 1999. 5 IDS/JONES GROWTH PARTNERS II, L.P. ---------------------------------- (A Limited Partnership) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND --------------------------------------------------------------- RESULTS OF OPERATIONS --------------------- FINANCIAL CONDITION - ------------------- The Partnership owns a 65.6 percent interest in the Venture. The accompanying financial statements include the accounts of the Partnership and the Venture, reduced by the 34.4 percent minority interests in the Venture. Neither the Partnership nor the Venture currently own any cable television systems. The Venture is expected to be dissolved in 2000. The Partnership will be dissolved after the pending litigation in which the Partnership is a named defendant has been resolved and terminated. In April 2000, the Venture used its cash on hand to repay advances from affiliates, leaving the Venture with approximately $1,420,000 to fund its future obligations. RESULTS OF OPERATIONS - --------------------- Neither the Partnership nor the Venture currently own any cable television systems. Other expense of $35,935 incurred in the first quarter of 2000 related to various costs associated with the administration of the Partnership and the Venture. 6 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. a) Exhibits 27) Financial Data Schedule b) Reports on Form 8-K None. 7 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. IDS/JONES GROWTH PARTNERS II, L.P. BY: JONES CABLE CORPORATION its Managing General Partner By: /S/ Lawrence J. Salva --------------------------------------------- Lawrence J. Salva Senior Vice President (Principal Accounting Officer) Dated: May 15, 2000 8