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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 June 30, 1995.
[ ] 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. #
9697 East Mineral Avenue, P.O. Box 3309, Englewood, Colorado 80155-3309
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 ____
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IDS/JONES GROWTH PARTNERS II, L. P.
(A Limited Partnership)
UNAUDITED CONSOLIDATED BALANCE SHEETS
June 30, December 31,
ASSETS 1995 1994
------------ ------------
CASH $ 242,822 $ 57,284
TRADE RECEIVABLES, less allowance for doubtful receivables
of $47,493 and $50,993 at June 30, 1995 and December 31,
1994, respectively 339,920 403,428
INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment, at cost 35,918,207 34,508,868
Less - accumulated depreciation (16,190,731) (14,180,482)
------------ ------------
19,727,476 20,328,386
Franchise costs, net of accumulated amortization of $33,981,319
and $31,231,579 at June 30, 1995 and December 31, 1994,
respectively 24,585,802 27,335,542
Subscriber lists, net of accumulated amortization of $5,487,736
and $4,951,136 at June 30, 1995 and December 31, 1994,
respectively 2,131,767 2,668,367
Costs in excess of interests in net assets purchased, net of accumulated
amortization of $952,194 and $859,836 at June 30, 1995 and
December 31, 1994, respectively 6,559,177 6,651,535
------------ ------------
Total investment in cable television properties 53,004,222 56,983,830
DEPOSITS, PREPAID EXPENSES AND DEFERRED CHARGES 429,736 307,504
------------ ------------
Total assets $ 54,016,700 $ 57,752,046
============ ============
The accompanying notes to unaudited consolidated financial statements
are an integral part of these unaudited consolidated balance sheets.
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IDS/JONES GROWTH PARTNERS II, L. P.
(A Limited Partnership)
UNAUDITED CONSOLIDATED BALANCE SHEETS
June 30, December 31,
1995 1994
------------ ------------
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
LIABILITIES:
Debt $ 44,915,477 $ 43,566,064
Accounts payable -
Managing General Partner 148,633 933,949
Accrued liabilities 1,862,908 1,195,393
Subscriber prepayments 58,363 54,863
------------ ------------
Total liabilities 46,985,381 45,750,269
------------ ------------
MINORITY INTEREST IN JOINT VENTURE 2,330,847 4,040,685
------------ ------------
PARTNERS' CAPITAL (DEFICIT):
General Partners-
Contributed capital 500 500
Accumulated deficit (328,927) (296,321)
------------ ------------
(328,427) (295,821)
------------ ------------
Limited Partners-
Net contributed capital (174,343 units outstanding
at June 30, 1995 and December 31, 1994) 37,256,546 37,256,546
Accumulated deficit (32,227,647) (28,999,633)
------------ ------------
5,028,899 8,256,913
------------ ------------
Total liabilities and partners' capital (deficit) $ 54,016,700 $ 57,752,046
============ ============
The accompanying notes to unaudited consolidated financial statements
are an integral part of these unaudited consolidated balance sheets.
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IDS/JONES GROWTH PARTNERS II, L. P.
(A Limited Partnership)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended For the Six Months Ended
June 30, June 30,
------------------------------- --------------------------------
1995 1994 1995 1994
----------- ----------- ----------- -----------
REVENUES $ 4,284,920 $ 3,818,958 $ 8,301,415 $ 7,587,291
COSTS AND EXPENSES:
Operating expenses 2,535,660 2,091,835 4,881,044 4,255,650
Management fees and allocated
overhead from General Partners 514,168 493,606 1,051,609 993,571
Depreciation and amortization 2,585,899 2,557,518 5,405,909 5,259,389
----------- ----------- ----------- -----------
OPERATING LOSS (1,350,807) (1,324,001) (3,037,147) (2,921,319)
----------- ----------- ----------- -----------
OTHER INCOME (EXPENSE):
Interest expense (873,517) (649,011) (1,894,008) (1,205,582)
Other, net (35,732) (52,919) (39,303) (97,243)
----------- ----------- ----------- -----------
Total other income (expense) (909,249) (701,930) (1,933,311) (1,302,825)
----------- ----------- ----------- -----------
CONSOLIDATED LOSS (2,260,056) (2,025,931) (4,970,458) (4,224,144)
MINORITY INTEREST IN
CONSOLIDATED LOSS 777,460 696,919 1,709,838 1,453,105
----------- ----------- ----------- -----------
NET LOSS $(1,482,596) $(1,329,012) $(3,260,620) $(2,771,039)
=========== =========== =========== ===========
ALLOCATION OF NET LOSS:
General Partners $ (14,826) $ (13,290) $ (32,606) $ (27,710)
=========== =========== =========== ===========
Limited Partners $(1,467,770) $(1,315,722) $(3,228,014) $(2,743,329)
=========== =========== =========== ===========
NET LOSS PER LIMITED
PARTNERSHIP UNIT $ (8.42) $ (7.55) $ (18.52) $ (15.74)
=========== =========== =========== ===========
WEIGHTED AVERAGE NUMBER OF
LIMITED PARTNERSHIP UNITS
OUTSTANDING 174,343 174,343 174,343 174,343
=========== =========== =========== ===========
The accompanying notes to unaudited consolidated financial statements
are an integral part of these unaudited consolidated statements.
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IDS/JONES GROWTH PARTNERS II, L. P.
(A Limited Partnership)
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended
June 30,
-------------------------------
1995 1994
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(3,260,620) $(2,771,039)
Adjustments to reconcile net loss to net cash provided
by operating activities:
Depreciation and amortization 5,405,909 5,259,389
Minority interest in consolidated loss (1,709,838) (1,453,105)
Amortization of interest rate protection contract 26,250 --
Decrease in trade receivables 63,508 7,706
Decrease (increase) in deposits, prepaid expenses
and deferred charges (60,444) 22,828
Increase (decrease) in accrued liabilities and
subscriber prepayments 671,015 (149,769)
Decrease in advances from Managing General Partner (785,316) (16,422)
----------- -----------
Net cash provided by operating activities 350,464 899,588
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (1,409,339) (1,397,181)
----------- -----------
Net cash used in investing activities (1,409,339) (1,397,181)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 2,000,000 2,472,836
Repayment of borrowings (650,587) (2,025,414)
Purchase of interest rate protection contract (105,000) --
----------- -----------
Net cash provided by financing activities 1,244,413 447,422
----------- -----------
Increase (decrease) in cash 185,538 (50,171)
Cash, beginning of period 57,284 81,997
----------- -----------
Cash, end of period $ 242,822 $ 31,826
=========== ===========
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 1,341,508 $ 1,181,959
=========== ===========
The accompanying notes to unaudited consolidated financial statements
are an integral part of these unaudited consolidated statements.
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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 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 only of normal recurring accruals,
necessary to present fairly the financial position of IDS/Jones Growth Partners
II, L.P. (the "Partnership") at June 30, 1995 and December 31, 1994, its
Statements of Operations for the three and six month periods ended June 30,
1995 and 1994, and its Statements of Cash Flows for the six month periods ended
June 30, 1995 and 1994. Results of operations for these periods are not
necessarily indicative of results to be expected for the full year.
The accompanying financial statements include 100 percent of the
accounts of the Partnership and those of IDS/Jones Joint Venture Partners (the
"Venture") including the cable television systems serving the areas in and
around Aurora, Illinois, reduced by the minority interest in the Venture. All
interpartnership accounts and transactions have been eliminated.
(2) Jones Cable Corporation ("the Managing General Partner")
manages the Partnership and the Venture and receives a fee for its services
equal to 5 percent of the gross revenues of the Venture, excluding revenues
from the sale of cable television systems or franchises. Management fees paid
to the Managing General Partner for the three and six month periods ended June
30, 1995 were $214,246 and $415,071, respectively, as compared to $190,948 and
$379,365, respectively, for the three and six month periods ended June 30,
1994.
IDS Cable II Corporation ("the Supervising General Partner") and IDS
Cable Corporation (the supervising general partner of IDS/Jones Growth Partners
89-B) participate in certain management decisions of the Venture and receive a
fee for their services equal to one-half percent of the gross revenues of the
Venture, excluding revenues from the sale of cable television systems or
franchises. Supervision fees for the three and six month periods ended June
30, 1995 were $21,425 and $41,507, respectively, as compared to $19,094 and
$37,936, respectively, for the three and six month periods ended June 30, 1994.
The Venture reimburses Jones Intercable, Inc. ("JIC"), the parent of
the Managing General Partner, for certain allocated overhead and administrative
expenses. These expenses represent the 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
Venture. Allocations of personnel costs are based primarily on actual time
spent by employees of JIC 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 systems owned or managed by JIC and
certain of its affiliates. Systems owned by JIC and all other systems owned by
partnerships for which JIC is the general partner are also allocated a
proportionate share of these expenses. JIC believes that the methodology used
in allocating overhead and administrative expenses is reasonable.
Reimbursements to JIC for allocated overhead and administrative expenses during
the three and six month periods ended June 30, 1995 were $278,497 and $595,031,
respectively, as compared to $283,564 and $576,270, respectively, for the three
and six month periods ended June 30, 1994. The Supervising General Partner may
also be reimbursed for certain expenses incurred on behalf of the Partnership.
There were no reimbursements made to the Supervising General Partner for
allocated overhead and administrative expenses during the three and six month
periods ended June 30, 1995 and 1994.
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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 an approximate 66 percent interest in IDS/Jones
Joint Venture Partners (the "Venture"). The accompanying financial statements
include the accounts of the Partnership and the Venture, reduced by the
approximate 34 percent minority interest in the Venture. The Venture owns the
cable television system serving certain areas in and around Aurora, Illinois.
For the six months ended June 30, 1995, the Venture generated net cash
from operating activities totaling $350,464, which is available to fund capital
expenditures and non-operating costs. During the first six months of 1995, the
Venture expended approximately $1,409,000 on capital expenditures.
Approximately 41 percent of the expenditures related to construction of service
drops to subscriber homes. Approximately 38 percent of the expenditures
related to plant extensions. The remainder of the expenditures were used for
various enhancements in the Aurora System. Funding for these expenditures was
provided by borrowings from the Venture's credit facility and cash generated
from operations. Anticipated capital expenditures for the remainder of 1995
are approximately $1,846,000. Approximately 61 percent of the expenditures are
for plant extensions. Approximately 20 percent of the expenditures are for
construction of service drops to subscriber homes. Funding for the
expenditures is expected to be provided by cash on hand, cash generated from
operations and borrowings from the Venture's credit facility.
On December 5, 1991, Jones Intercable, Inc. ("JIC") made an equity
investment in the Venture in the amount of $2,872,000 and a loan of $1,800,000
to the Venture. On that date, IDS Management Corporation also made an equity
investment of $2,872,000 in the Venture and a loan to the Venture in the amount
of $1,800,000. A portion of the $1,800,000 loan from IDS Management
Corporation has been repaid. See discussion below. The loans from JIC and IDS
Management Corporation are subordinate to the Venture's revolving credit and
term loan. These loans matured in the fourth quarter of 1994. IDS Management
Corporation extended its loan until December 5, 1995 and, although JIC has not
formally extended its loan, it has not demanded repayment. In the first
quarter of 1994, JIC agreed to subordinate to all other Venture debt the
$1,406,647 advance to the Venture outstanding at March 30, 1994 and IDS
Management Corporation made an additional loan of $1,000,000 to the Venture to
fund principal repayments due at the end of March 1994 on the Venture's
then-outstanding term loan. In the second quarter of 1994, JIC made a loan of
$1,000,000 to the Venture to fund principal repayments due at the end of June
1994 on the Venture's then-outstanding term loan. This loan was repaid with
interest in November 1994. The interest rates on the respective loans, which
will vary from time to time, with respect to IDS Management Corporation's
loans, are at its cost of borrowing, and, with respect to JIC's loans, are at
its weighted average cost of borrowing. It is anticipated that the remaining
loans will be repaid over time with borrowings from the Venture's revolving
credit and term loan, as discussed below. If the December 5, 1991 loans are
not fully repaid, JIC and IDS Management Corporation, respectively, will have
the right, among other rights, to convert the unpaid portion of these loans to
equity in the Venture.
In November 1994, the Venture entered into a revolving credit and term
loan agreement with a commercial bank. This credit facility has a maximum
amount available of $45,000,000. At June 30, 1995, $39,800,000 was outstanding
under this agreement, leaving $5,200,000 available for future needs of the
Venture. Borrowings from this credit facility were used to repay the balance of
the Venture's previous term loan of $36,000,000, to repay to JIC the $1,000,000
advanced by JIC to fund the Venture's second quarter debt repayment plus
interest, to repay to IDS Management Corporation $880,000 of principal plus
interest on the $1,800,000 loan from IDS Management Corporation dated December
5, 1991, to pay certain fees incurred in obtaining the new credit facility and
to provide liquidity for capital expenditures. During the second quarter of
1995, the Venture repaid IDS Management Corporation an additional $120,000 of
principal plus interest on the $1,800,000 loan dated December 5, 1991 leaving
$800,000 of principal remaining to be repaid on this loan. The revolving credit
period of the Venture's credit facility expires December 31, 1996, at which
time the then-outstanding balance converts to a term loan payable in 28
consecutive quarterly installments. Interest on the new credit facility is at
the Venture's option of the Base Rate plus .75 percent, the London Interbank
Offered Rate ("LIBOR") plus 1.75 percent or the Certificate of Deposit Rate
plus 1.875 percent. The effective interest rates on outstanding obligations to
third parties as of June 30, 1995 and 1994 were 8.11 percent and 6.29 percent,
respectively. The Venture anticipates repaying the remaining notes outstanding
to related parties with borrowings from this credit facility. As borrowings
become available, subject to leverage covenants, the related parties' notes
will be repaid including
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accrued interest in the following order: first, to IDS Management
Corporation the remaining $800,000 of the $1,800,000 note dated December 5,
1991; second, to JIC the $1,800,000 note dated December 5, 1991; third, to IDS
Management Corporation the $1,000,000 note dated March 30, 1994; and fourth, to
JIC the $1,406,647 outstanding advance.
In January 1995, the Venture entered into an interest rate protection
contract covering outstanding debt obligations of $25,000,000. The Venture
paid a fee of $105,000. The agreement protects the Venture from LIBOR interest
rates that exceed 9 percent for two years from the date of the agreement. The
fee is being charged to interest expense over the life of the agreement using
the straight-line method.
As a result of their equity contributions to the Venture, IDS
Management Corporation and JIC each have an approximate 5 percent equity
interest in the Venture, the Partnership has an approximate 66 percent interest
and IDS/Jones 89-B has an approximate 24 percent interest. If any unpaid
portion of the December 5, 1991 subordinated loans are converted to equity, the
ownership percentages will be adjusted accordingly.
RESULTS OF OPERATIONS
Revenues of the Venture totaled $4,284,920 for the three month period
ended June 30, 1995 as compared to $3,818,958 for the comparable 1994 period,
an increase of $465,962, or approximately 12 percent. Revenues totaled
$8,301,415 for the six months ended June 30, 1995 as compared to $7,587,291 for
the comparable 1994 period, an increase of $714,124, or approximately 9
percent. Increases in the subscriber base and basic service rate adjustments
primarily accounted for the increase in revenues for the three and six month
periods. The number of basic subscribers increased 3,108, or approximately 8
percent, from 39,352 at June 30, 1994 to 42,460 at June 30, 1995. Premium
service subscriptions increased 1,393, or approximately 6 percent, from 24,946
at June 30, 1994 to 26,339 at June 30, 1995. Basic service rate adjustments
accounted for approximately 34 percent and 28 percent, respectively, of the
increases in revenues for the three and six month periods ended June 30, 1995.
No other individual factor was significant to the increases in revenues.
Operating expenses consist primarily of costs associated with the
administration of the Venture'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 consumer marketing expenses.
Operating expenses totaled $2,535,660 for the three month period ended
June 30, 1995 as compared to $2,091,835 for the comparable 1994 period, an
increase of $443,825, or approximately 21 percent. Operating expenses totaled
$4,881,044 for the six months ended June 30, 1995 as compared to $4,255,650 for
the comparable 1994 period, an increase of $625,394, or approximately 15
percent. Operating expenses represented 59 percent and 55 percent,
respectively, of revenues for the three month periods ended June 30, 1995 and
1994, and 59 percent and 56 percent, respectively, for the six month periods
ended June 30, 1995 and 1994. Increases in programming fees and personnel
expenses, due in part to the increase in the subscriber base, primarily
accounted for the increase in operating expenses for the three and six month
periods. No other individual factors contributed significantly to the
increase.
Management fees and allocated overhead from the General Partners
totaled $514,168 for the three month period ended June 30, 1995 as compared to
$493,606 for the comparable 1994 period, an increase of $20,562, or
approximately 4 percent. The increase for the three month period was due to
the increase in revenues, upon which management fees and allocated overhead are
based. Management fees and allocated overhead from the General Partners totaled
$1,051,609 for the six months ended June 30, 1995 as compared to $993,571 for
the comparable 1994 period, an increase of $58,038, or approximately 6 percent.
The increase for the six month period was due to the increase in revenues, upon
which management fees and allocated overhead are based.
Depreciation and amortization expense totaled $2,585,899 for the three
month period ended June 30, 1995 as compared to $2,557,518 for the comparable
1994 period, an increase of $28,381, or approximately 1 percent. Depreciation
and amortization expense totaled $5,405,909 for the six months ended June 30,
1995 as compared to $5,259,389 for the comparable 1994 period, an increase of
$146,520, or approximately 3 percent. These increases were due to capital
additions in 1994 and the amortization of capitalized loan fees.
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Operating loss totaled $1,350,807 for the three month period ended June
30, 1995 as compared to $1,324,001 for the comparable 1994 period, an increase
of $26,806, or approximately 2 percent. Operating loss totaled $3,037,147 for
the six months ended June 30, 1995 as compared to $2,921,319, an increase of
$115,828, or approximately 4 percent. The increases for the three and six month
periods were due to the increases in operating expenses, management fees and
allocated overhead from the General Partners and depreciation and amortization
expense exceeding the increase in revenues.
Operating income before depreciation and amortization expense totaled
$1,235,092 for the three month period ended June 30, 1995 as compared to
$1,233,517 for the comparable 1994 period, an increase of $1,575, or less than
1 percent. Operating income before depreciation and amortization expense
totaled $2,368,762 for the six months ended June 30, 1995 as compared to
$2,338,070 for the comparable 1994 period, an increase of $30,692, or
approximately 1 percent. The increases for the three and six month periods were
due to the increases in revenues exceeding the increases in operating expenses
and management fees and allocated overhead from the General Partners.
Interest expense totaled $873,517 for the three month period ended June
30, 1995 as compared to $649,011 for the comparable 1994 period, an increase of
$224,506, or approximately 35 percent. Interest expense totaled $1,894,008 for
the six months ended June 30, 1995 as compared to $1,205,582 for the comparable
1994 period, an increase of $688,426, or approximately 57 percent. The
increases were due to higher effective interest rates and higher outstanding
balances on interest bearing obligations. Consolidated loss totaled $2,260,056
for the three month period ended June 30, 1995 as compared to $2,025,931 for
the comparable 1994 period, an increase of $234,125, or approximately 12
percent. Consolidated loss totaled $4,970,458 for the six months ended June 30,
1995 as compared to $4,224,144 for the comparable 1994 period, an increase of
$746,314, or approximately 18 percent. The increases were primarily due to the
increases in interest expense. Such losses are expected to continue.
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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
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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/ Kevin P. Coyle
------------------------------
Kevin P. Coyle
Group Vice President/Finance
(Principal Financial Officer)
Dated: August 14, 1995
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EXHIBIT INDEX
Exhibit No. Exhibit Description Page
----------- ------------------- ----
27 Financial Data Schedule