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 September 30, 1997
------------------
[ ] 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: 0-19259
JONES GROWTH PARTNERS II L.P.
- --------------------------------------------------------------------------------
Exact name of registrant as specified in charter
Colorado #84-1126141
- --------------------------------------------------------------------------------
State of organization I.R.S. employer I.D.#
9697 East Mineral Avenue, P.O. Box 3309, Englewood, Colorado 80155-3309
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Address of principal executive office
(303) 792-3111
----------------------------------
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
----- ________
JONES GROWTH PARTNERS II L.P.
-----------------------------
(A Limited Partnership)
UNAUDITED BALANCE SHEETS
------------------------
September 30, December 31,
ASSETS 1997 1996
------ ------------- ------------
CASH $ 765,109 $ 210,331
TRADE RECEIVABLES, less allowance
for doubtful receivables of $14,071 and $27,667 at
September 30, 1997 and December 31, 1996, respectively 212,037 180,326
INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment, at cost 19,180,442 18,203,037
Less- accumulated depreciation (8,112,055) (6,660,530)
----------- -----------
11,068,387 11,542,507
Franchise costs and other intangible assets, net of
accumulated amortization of $10,806,008 and
$9,587,058 at September 30, 1997 and
December 31, 1996, respectively 7,081,880 8,300,830
----------- -----------
Total investment in cable television properties 18,150,267 19,843,337
DEBT PLACEMENT COSTS, net of accumulated
amortization of $203,989 and $175,960 at
September 30, 1997 and December 31, 1996,
respectively 79,416 107,445
DEPOSITS, PREPAID EXPENSES AND OTHER 284,609 122,553
----------- -----------
Total assets $19,491,438 $20,463,992
=========== ===========
The accompanying notes to unaudited financial statements
are an integral part of these unaudited balance sheets.
2
JONES GROWTH PARTNERS II L.P.
-----------------------------
(A Limited Partnership)
UNAUDITED BALANCE SHEETS
------------------------
September 30, December 31,
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) 1997 1996
------------------------------------------- ------------- ------------
LIABILITIES:
Term loan and other debt $ 12,310,375 $12,821,077
Trade accounts payable and accrued liabilities 408,307 546,347
Subscriber prepayments and deposits 260,656 322,430
------------ -----------
Total liabilities 12,979,338 13,689,854
------------ -----------
PARTNERS' CAPITAL (DEFICIT):
General Partner-
Contributed capital 1,000 1,000
Accumulated deficit (105,685) (103,065)
------------ -----------
(104,685) (102,065)
------------ -----------
Limited Partners-
Contributed capital, net of related
commissions, syndication costs and
interest distribution (19,785 units
outstanding at September 30, 1997 and
December 31, 1996) 16,746,882 16,746,882
Accumulated deficit (10,130,097) (9,870,679)
------------ -----------
6,616,785 6,876,203
------------ -----------
Total partners' capital (deficit) 6,512,100 6,774,138
------------ -----------
Total liabilities and partners' capital (deficit) $ 19,491,438 $20,463,992
============ ===========
The accompanying notes to unaudited financial statements
are an integral part of these unaudited balance sheets.
3
JONES GROWTH PARTNERS II L.P.
-----------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF OPERATIONS
----------------------------------
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
---------------------------- ---------------------------
1997 1996 1997 1996
------------- ------------- ------------ -------------
REVENUES $2,052,491 $1,923,608 $6,152,035 $ 5,703,038
COSTS AND EXPENSES:
Operating expenses 1,049,365 1,054,328 3,260,085 3,148,374
Management fees to the General Partner
and allocated administrative costs from
Jones Intercable, Inc. 224,515 222,107 701,791 667,677
Depreciation and amortization 858,842 985,594 2,736,219 2,986,995
---------- ---------- ---------- -----------
OPERATING LOSS (80,231) (338,421) (546,060) (1,100,008)
---------- ---------- ---------- -----------
OTHER INCOME (EXPENSE):
Interest expense (208,348) (222,197) (637,094) (688,297)
Other, net (24,812) (1,457) 921,116 (15,138)
---------- ---------- ---------- -----------
NET LOSS $ (313,391) $ (562,075) $ (262,038) $(1,803,443)
========== ========== ========== ===========
ALLOCATION OF NET LOSS:
General Partner $ (3,134) $ (5,621) $ (2,620) $ (18,034)
========== ========== ========== ===========
Limited Partners $ (310,257) $ (556,454) $ (259,418) $(1,785,409)
========== ========== ========== ===========
NET LOSS PER LIMITED
PARTNERSHIP UNIT $(15.68) $(28.13) $(13.11) $(90.24)
========== ========== ========== ===========
WEIGHTED AVERAGE NUMBER OF
LIMITED PARTNERSHIP UNITS
OUTSTANDING 19,785 19,785 19,785 19,785
========== ========== ========== ===========
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
4
JONES GROWTH PARTNERS II L.P.
-----------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF CASH FLOWS
----------------------------------
For the Nine Months Ended
September 30,
-------------------------
1997 1996
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (262,038) $(1,803,443)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization 2,736,219 2,986,995
Decrease (increase) in trade accounts receivables (31,711) 98,052
Decrease (increase) in deposits, prepaid expenses
and other (199,771) 40,313
Decrease in trade accounts payable and accrued
liabilities and subscriber prepayments and deposits (199,814) (172,775)
---------- -----------
Net cash provided by operating activities 2,042,885 1,149,142
---------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of plant and equipment, net (977,405) (1,198,539)
---------- -----------
Net cash used in investing activities (977,405) (1,198,539)
---------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 24,559 140,000
Repayment of borrowings (535,261) (127,448)
---------- -----------
Net cash provided by (used in) financing activities (510,702) 12,552
---------- -----------
INCREASE (DECREASE) IN CASH 554,778 (36,845)
CASH, AT BEGINNING OF PERIOD 210,331 60,263
---------- -----------
CASH, AT END OF PERIOD $ 765,109 $ 23,418
========== ===========
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 729,886 $ 696,155
========== ===========
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
5
JONES GROWTH PARTNERS II L.P.
-----------------------------
(A Limited Partnership)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
---------------------------------------
(1) This Form 10-Q is being filed in conformity with the Securities and
Exchange Commission requirements for unaudited financial statements and does not
contain all of the necessary footnote disclosures required for a fair
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 of normal
recurring accruals, necessary to present fairly the financial position of Jones
Growth Partners II L.P. (the "Partnership") at September 30, 1997 and December
31, 1996, its results of operations for the three and nine month periods ended
September 30, 1997 and 1996 and its statements of cash flows for the nine month
periods ended September 30, 1997 and 1996. Results of operations for these
periods are not necessarily indicative of results to be expected for the full
year.
The Partnership owns and operates the cable television system serving the
areas in and around the communities of Yorba Linda, certain portions of Anaheim
Hills, and certain portions of unincorporated Orange County, all in the state of
California (the "Yorba Linda System").
The Partnership was formed pursuant to a public offering of limited
partnership interests sponsored by Jones Spacelink Cable Corporation (the
"General Partner"). The General Partner is a wholly owned subsidiary of Jones
Intercable, Inc. ("Intercable"), a Colorado corporation. Intercable and certain
of its affiliates also own and operate cable television systems for their own
account and for the account of other managed limited partnerships.
(2) On August 16, 1996, the Partnership entered into an asset purchase
agreement providing for the sale of the Yorba Linda System by the Partnership to
an unaffiliated party (the "Purchaser") for a sales price of $36,000,000,
subject to normal closing adjustments. The sale has been approved by the holders
of a majority of the limited partnership interests in the Partnership. Closing
of this sale nevertheless is still subject to the approval of the City of Yorba
Linda, which formally has disapproved the transfer of the Yorba Linda cable
television franchise to the Purchaser. The original outside closing date was
June 30, 1997 but the asset purchase agreement was amended on June 30, 1997 to
permit the Partnership and the Purchaser to continue to seek the required
approval from the City of Yorba Linda to the transfer of the cable television
franchise to the Purchaser. The sale of the Yorba Linda System will not close if
such approval is not obtained and there can be no assurance that such approval
will be obtained. The Partnership or the Purchaser may terminate the asset
purchase agreement upon notice to the other if the required approval of the City
of Yorba Linda cannot be obtained. The Purchaser and City of Yorba Linda
currently are engaged in negotiations over the terms of the franchise.
If the Yorba Linda System is sold, the Partnership will repay its
outstanding indebtedness, which totaled $12,310,375 at September 30, 1997, and
then the Partnership will distribute the sale proceeds, net of closing
adjustments, to its limited partners. Because limited partners will not receive
distributions in an amount equal to 100 percent of the capital initially
contributed to the Partnership by the limited partners plus an amount equal to 8
percent per annum, cumulative and noncompounded, on an amount equal to their
initial capital contributions, the General Partner will not receive any of the
sale proceeds if the Yorba Linda System is sold. If the Yorba Linda System is
sold to the Purchaser, the limited partners of the Partnership, as a group, will
receive an estimated $24,232,417 or from $1,172 to $1,281 for each $1,000
limited partnership interest from the net proceeds of the Yorba Linda System's
sale. The specific amount of a limited partner's distribution will be dependent
upon a limited partner's date of investment. If the Yorba Linda System is not
sold to the Purchaser, the General Partner will seek to sell the Yorba Linda
System to another party but there can be no assurance that it will be able to do
so in the near term or at the price the Purchaser has agreed to pay.
(3) 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 paid to the General Partner by the Partnership for the three and nine month
periods ended September 30, 1997 were $102,625 and $307,602, respectively,
compared to $96,180 and $285,152 for the comparable periods in 1996.
The Partnership reimburses the General Partner and certain of its
affiliates for certain allocated general and administrative costs. These
expenses represent the salaries and related benefits paid for corporate
personnel, office rent and related facilities expense. Such personnel provide
engineering, marketing, administrative, accounting, legal, and investor
relations services to the Partnership. Such services, and their related costs,
are necessary to the operation of the
6
Partnership and would have been incurred by the Partnership if it was a stand
alone entity. Allocations of personnel costs are based primarily on actual time
spent by employees of the General Partner and certain of its affiliates with
respect to each partnership managed. Remaining expenses are allocated based on
the pro rata relationship of the Partnership's revenues to the total revenues of
all cable television systems owned or managed by Intercable and certain of its
affiliates. Systems owned by Intercable 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 general and administrative costs is reasonable.
Reimbursements by the Partnership to the General Partner for allocated general
and administrative costs for the three and nine month periods ended September
30, 1997 were $121,890 and $394,189, respectively, compared to $125,927 and
$382,525 for the comparable periods in 1996.
(4) Certain prior year amounts have been reclassified to conform to 1997
presentation.
7
JONES GROWTH PARTNERS II L.P.
-----------------------------
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
FINANCIAL CONDITION
- -------------------
On August 16, 1996, the Partnership entered into an asset purchase
agreement providing for the sale of the Yorba Linda System by the Partnership to
an unaffiliated party (the "Purchaser") for a sales price of $36,000,000,
subject to normal closing adjustments. The sale has been approved by the
holders of a majority of the limited partnership interests in the Partnership.
Closing of this sale nevertheless is still subject to the approval of the City
of Yorba Linda, which formally has disapproved the transfer of the Yorba Linda
cable television franchise to the Purchaser. The original outside closing date
was June 30, 1997 but the asset purchase agreement was amended on June 30, 1997
to permit the Partnership and the Purchaser to continue to seek the required
approval from the City of Yorba Linda to the transfer of the cable television
franchise to the Purchaser. The sale of the Yorba Linda System will not close
if such approval is not obtained and there can be no assurance that such
approval will be obtained. The Partnership or the Purchaser may terminate the
asset purchase agreement upon notice to the other if the required approval of
the City of Yorba Linda cannot be obtained. The Purchaser and City of Yorba
Linda currently are engaged in negotiations to resolve their differences over
the terms of the franchise.
If the Yorba Linda System is sold, the Partnership will repay its
outstanding indebtedness, which totaled $12,310,375 at September 30, 1997, and
then the Partnership will distribute the sale proceeds, net of closing
adjustments, to its limited partners. Because limited partners will not receive
distributions in an amount equal to 100 percent of the capital initially
contributed to the Partnership by the limited partners plus an amount equal to 8
percent per annum, cumulative and noncompounded, on an amount equal to their
initial capital contributions, the General Partner will not receive any of the
sale proceeds if the Yorba Linda System is sold. If the Yorba Linda System is
sold to the Purchaser, the limited partners of the Partnership, as a group, will
receive an estimated $24,232,417 or from $1,172 to $1,281 for each $1,000
limited partnership interest from the net proceeds of the Yorba Linda System's
sale. The specific amount of a limited partner's distribution will be dependent
upon a limited partner's date of investment. If the Yorba Linda System is not
sold to the Purchaser, the General Partner will seek to sell the Yorba Linda
System to another party but there can be no assurance that it will be able to do
so in the near term or at the price the Purchaser has agreed to pay.
For the nine months ended September 30, 1997, the Partnership generated net
cash from operating activities of $2,042,885, which is available to fund capital
expenditures and non-operating costs. The Partnership's capital expenditures for
the nine months ended September 30, 1997 totaled approximately $1,977,000.
Approximately 43 percent of the expenditures related to construction of service
drops to subscribers' homes and approximately 23 percent of the expenditures
related to new plant construction. The remainder of the expenditures was used
to maintain the value of the Yorba Linda System. Such expenditures were funded
from cash flow from operations. As a result of the pending sale of the Yorba
Linda System, remaining budgeted capital expenditures for 1997, which total
approximately $597,000, will be necessary to maintain the value of the Yorba
Linda System until it is sold. These expenditures will be funded from cash on
hand and cash flow from operations.
At September 30, 1997, $12,310,375 was outstanding under the Partnership's
term loan agreement, which is payable in 24 consecutive quarterly installments
that began on March 31, 1997. A total of $479,625 in principal payments were
paid as of September 30, 1997, with one principal payment due for the remainder
of 1997 totaling $159,875, which will be funded from cash flow from operations.
The loan will be repaid in full if and when the Yorba Linda System is sold.
Generally, the interest on the outstanding principal balance is at the
Partnership's option of the Prime Rate plus 1/4 percent to 1/2 percent, or the
Eurodollar option plus 1-1/4 to 1-1/2 percent, depending upon the ratio of the
partnership debt to operating cash flow. The effective interest rates on
amounts outstanding as of September 30, 1997 and 1996 were 6.93 percent and 6.90
percent, respectively.
The Partnership will rely on cash on hand, cash flow from operations and,
if necessary and in its discretion, advances from the General Partner to fund
capital expenditures and other liquidity needs of the Partnership until the
Yorba Linda System is sold.
8
RESULTS OF OPERATIONS
- ---------------------
Revenues of the Partnership increased $128,883, or approximately 7 percent,
to $2,052,491 for the three months ended September 30, 1997 from $1,923,608 for
the comparable 1996 period. Revenues of the partnership increased $448,997, or
approximately 8 percent, to $6,152,035 for the nine month period ended September
30, 1997, from $5,703,038 for the comparable 1996 period. These increases in
revenues were primarily due to basic service rate increases and an increase in
the number of basic subscribers. Basic service rate increases accounted for
approximately 47 percent and 45 percent, respectively, of the increase in
revenues for the three and nine month periods ended September 30, 1997 and an
increase in the number of basic subscribers accounted for approximately 24
percent of the increase in revenues for the three and nine month periods ended
September 30, 1997. The number of basic subscribers increased 395, or
approximately 2 percent, to 17,325 subscribers at September 30, 1997 from 16,930
subscribers at September 30, 1996. No other individual factor was significant
to the increases in revenues.
Operating expenses consist primarily of costs associated with the
administration of the Partnership's cable television systems. The principal
cost components are salaries paid to system personnel, programming expenses,
professional fees, subscriber billing costs, rent for leased facilities, cable
system maintenance expenses and marketing expenses.
Operating expenses decreased $4,963, or less than 1 percent, to $1,049,365
for the three month period ended September 30, 1997 compared to $1,054,328 for
the comparable 1996 period. This decrease in operating expenses was primarily
due to a decrease in property taxes. For the nine months ended September 30,
1997, operating expenses increased $111,711, or approximately 4 percent, to
$3,260,085 from $3,148,374 for the comparable 1996 period. This increase in
operating expenses was primarily due to increases in programming costs.
Operating expenses accounted for approximately 51 percent and 55 percent of
revenues for the three months ended September 30, 1997 and 1996 and
approximately 53 percent and 55 percent of revenues for the nine months ended
September 30, 1997 and 1996. No other individual factor significantly affected
the increase in operating expenses.
The cable television industry generally measures the financial performance
of a cable television system in terms of operating cash flow (revenues less
operating expenses). This measure is not intended to be a substitute or
improvement upon the items disclosed on the financial statements, rather it is
included because it is an industry standard. Operating cash flow increased
$133,846, or approximately 15 percent, to $1,003,126 for the three month period
ended September 30, 1997 from $869,280 for the comparable period in 1996. This
increase was due to an increase in revenues and a decrease in operating
expenses. For the nine month period ended September 30, 1997, operating cash
flow increased $337,286, or approximately 13 percent, to $2,891,950 from
$2,554,664 for the comparable period in 1996. This increase was due to the
increase in revenues exceeding the increase in operating expenses.
Management fees and allocated administrative costs from the General Partner
increased $2,408, or approximately one percent, to $224,515 for the three months
ended September 30, 1997 from $222,107 for the similar period in 1996. This
increase was due to the increase in revenues, upon which such management fees
are based, which was partially offset by a decrease in allocated administrative
costs from the General Partner. Management fees and allocated administrative
costs from the General Partner increased $34,114, or approximately 5 percent, to
$701,791 for the nine months ended September 30, 1997 from $667,677 for the
similar period in 1996. This increase was primarily due to the increases in
revenues, upon which such management fees and allocations are based.
Depreciation and amortization expense decreased $126,752, or approximately
13 percent, to $858,842 for the three month period ended September 30, 1997 from
$985,594 for the similar period in 1996. Depreciation and amortization expense
decreased $250,776, or approximately 8 percent, to $2,736,219 for the nine month
period ended September 30, 1997 from $2,986,995 for the similar period in 1996.
These decreases were due to the maturation of the Partnership's depreciable
asset base.
Operating loss decreased $258,190, or approximately 76 percent, to $80,231
for the three months ended September 30, 1997 from $338,421 for the similar 1996
period. Operating loss decreased $553,948, or approximately 50 percent, to
$546,060 for the nine months ended September 30, 1997 from $1,100,008 for the
similar 1996 period. These decreases were due to the increases in operating
cash flow and the decreases in depreciation and amortization expense.
Interest expense decreased $13,849, or approximately 6 percent, to $208,348
for the three months ended September 30, 1997 compared to $222,197 for the
comparable 1996 period. Interest expense decreased $51,203, or
9
approximately 7 percent, to $637,094 for the nine month periods ended September
30, 1997 compared to $688,297 for the comparable 1996 period. These decreases
were due to lower outstanding balances on interest bearing obligations.
The Partnership reported other income of $921,116 for the nine month period
ended September 30, 1997 compared to other expenses of $15,138 for the
comparable 1996 period. This change was a result of a property tax refund
received in 1997.
Net loss decreased by $248,684, or approximately 44 percent, to $313,391
for the period ended September 30, 1997 from $562,075 for the comparable 1996
period. Net loss decreased $1,541,405, or approximately 85 percent, to $262,038
for the nine month period ended September 30, 1997 from $1,803,443 for the
comparable 1996 period. These changes were the result of the factors discussed
above.
10
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The sale of the Yorba Linda System was subject to the approval of the holders of
a majority of the limited partnership interests in the Partnership. Limited
partners of record at the close of business on April 30, 1997 were entitled to
notice of, and to participate in, this vote of limited partners. A proxy
statement dated May 9, 1997 was mailed to all limited partners of record as of
April 30, 1997 in connection with this vote. Following are the final results of
the vote of the limited partners:
No. of
Interests Approved Against Abstained Did Not Vote
Entitled to ------------ --------- --------- ------------
Vote No. % No. % No. % No. %
----------- --- ---- --- --- --- --- --- ---
19,785 11,383 57.5 89 0.4 92 0.5 8,221 41.6
Item 6. Exhibits and Reports on Form 8-K.
a) Exhibits
27) Financial Data Schedule
b) Reports on Form 8-K
None
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
JONES GROWTH PARTNERS II L.P.
BY: JONES SPACELINK CABLE
CORPORATION, its General Partner
By: /S/ Kevin P. Coyle
--------------------------------------
Kevin P. Coyle
Group Vice President/Finance
(Principal Financial Officer)
Dated: November 12, 1997
12