<PAGE>
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 0-17916
JONES GROWTH PARTNERS L.P.
- --------------------------------------------------------------------------------
Exact name of registrant as specified in charter
Colorado 84-1143409
- --------------------------------------------------------------------------------
State of organization IRS employer I.D. #
c/o Comcast Corporation
1500 Market Street, Philadelphia, PA 19102-2148
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Address of principal executive office
(215) 665-1700
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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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<PAGE>
JONES GROWTH PARTNERS L.P.
--------------------------
(A Limited Partnership)
UNAUDITED BALANCE SHEETS
------------------------
<TABLE>
<CAPTION>
March 31, December 31,
ASSETS 2000 1999
------ ------------ ------------
<S> <C> <C>
Cash $ 3,384,894 $ 3,384,894
------------ ------------
Total assets $ 3,384,894 $ 3,384,894
============ ============
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
LIABILITIES:
Advances from affiliates $ 1,927,647 $ 1,889,446
------------ ------------
Total liabilities 1,927,647 1,889,446
------------ ------------
PARTNER'S CAPITAL:
General Partner-
Contributed capital 1,000 1,000
Accumulated deficit (1,000) (1,000)
------------ ------------
- -
----------- ------------
Limited Partners-
Net contributed capital (85,740 units outstanding
at March 31, 2000 and December 31, 1999) 73,790,065 73,790,065
Distributions (60,721,037) (60,721,037)
Accumulated deficit (11,611,781) (11,573,580)
------------ ------------
1,457,247 1,495,448
------------ ------------
Total partners' capital 1,457,247 1,495,448
------------ ------------
Total liabilities and partners' capital $ 3,384,894 $ 3,384,894
============ ============
</TABLE>
The accompanying notes to unaudited financial statements
are an integral part of these unaudited balance sheets.
2
<PAGE>
JONES GROWTH PARTNERS L.P.
--------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF OPERATIONS
----------------------------------
<TABLE>
<CAPTION>
For the Three Months Ended
March 31,
----------------------------
2000 1999
------------ ------------
<S> <C> <C>
REVENUES $ - $ 3,917,788
COSTS AND EXPENSES:
Operating expenses - 2,789,496
Management and supervisory fees to the Managing and
Associate General Partners and allocated
administrative costs from the Managing General
Partner - 526,712
Depreciation and amortization - 1,300,323
------------ ------------
OPERATING LOSS - (698,743)
------------ ------------
OTHER INCOME (EXPENSE):
Interest expense - (378,708)
Interest income - 263,567
Gain on sale of cable television system - 68,379,767
Other, net (38,201) (807,285)
------------ ------------
Total other income (expense), net (38,201) 67,457,341
------------ ------------
NET INCOME (LOSS) $ (38,201) $ 66,758,598
============ ============
ALLOCATION OF NET INCOME (LOSS):
Managing General Partner $ - $ 790,746
============ ============
Limited Partners $ (38,201) $ 65,967,852
============ ============
NET INCOME (LOSS) PER LIMITED PARTNERSHIP UNIT $ (0.45) $ 769.39
============ ============
WEIGHTED AVERAGE NUMBER OF LIMITED
PARTNERSHIP UNITS OUTSTANDING 85,740 85,740
============ ============
</TABLE>
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
3
<PAGE>
JONES GROWTH PARTNERS L.P.
--------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF CASH FLOWS
----------------------------------
<TABLE>
<CAPTION>
For the Three Months Ended
March 31,
----------------------------
2000 1999
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (38,201) $ 66,758,598
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation and amortization - 1,300,322
Gain on sale of cable television system - (68,379,767)
Decrease in trade receivables, net - 482,555
Decrease in deposits, prepaid expenses
and other assets - 66,386
Increase (decrease) in advances from affiliates 38,201 (1,920,239)
Decrease in accounts payable,
accrued liabilities, accrued interest and
subscriber prepayments - (752,374)
------------ ------------
Net cash used in operating activities - (2,444,519)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net - (640,404)
Franchise costs - (208,750)
Proceeds from sale of cable television system,
net of escrow - 99,881,500
------------ ------------
Net cash provided by investing activities - 99,032,346
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of borrowings - (36,198,498)
Distribution to limited partners - (60,721,037)
------------ ------------
Net cash used in financing activities - (96,919,535)
------------ ------------
Decrease in cash - (331,708)
Cash, beginning of period 3,384,894 331,708
------------ ------------
Cash, end of period $ 3,384,894 $ -
============ ============
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ - $ 734,276
============ ============
</TABLE>
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
4
<PAGE>
JONES GROWTH PARTNERS L.P.
--------------------------
(A Limited Partnership)
NOTES TO UNAUDITED 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 of normal recurring accruals, necessary to
present fairly the financial position of Jones Growth Partners 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 period amounts have been reclassified to conform to the 2000
presentation.
The Partnership has sold all of its cable television systems. The
Partnership will be dissolved after the pending litigation in which the
Partnership is a named defendant has been resolved and terminated. Jones
Spacelink Cable Corporation, a Colorado corporation, is the "Managing General
Partner" and was a wholly owned subsidiary of Jones Intercable, Inc. ("Jones
Intercable"). Growth Partners, Inc., an affiliate of Lehman Brothers, Inc., is
the "Associate General Partner" of the Partnership.
On April 7, 1999, Comcast Corporation ("Comcast") completed the acquisition
of a controlling interest in 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 Associate General Partner has been entitled to participate with the
Managing General Partner in certain management decisions affecting the
Partnership and received a supervisory fee of the lesser of 1 percent of the
gross revenues of the Partnership, excluding revenues from the sale of cable
television systems or franchises, or $200,000, accrued monthly and payable
annually. The Associate General Partner has not received and will not receive a
supervisory fee after February 25, 1999. Supervisory fees accrued to the
Associate General Partner by the Partnership for the three month period ended
March 31, 1999 were $39,178. All supervisory fees were paid to the Associate
General Partner.
The Partnership reimburses its Managing General Partner and certain of its
affiliates for certain administrative costs. 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 Partnership. Such services, and their related costs, are necessary to the
administration of the Partnership until the Partnership is dissolved. Such costs
were charged to operating costs during the periods that the Partnership operated
its cable television system. Subsequent to the sale of the Partnership's cable
telvision system, such costs were charged to other expense. Reimbursements by
the Partnership to the Managing General Partner for administrative costs for the
three month periods ended March 31, 2000 and 1999 were $23,154 and $291,645,
respectively.
5
<PAGE>
JONES GROWTH PARTNERS L.P.
--------------------------
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
FINANCIAL CONDITION
- -------------------
The Partnership has sold all of its cable television systems. 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 Partnership used its cash on hand to repay advances from affiliates,
leaving the Partnership with approximately $1,490,000 to fund its future
obligations.
RESULTS OF OPERATIONS
- ---------------------
The Partnership has sold all of its cable television systems. Other expense
of $38,201 incurred in the first quarter of 2000 related to various costs
associated with the administration of the Partnership.
6
<PAGE>
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
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of l934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
JONES GROWTH PARTNERS L.P.
a Colorado limited partnership
BY: JONES SPACELINK CABLE CORPORATION
By: /S/ Lawrence J. Salva
------------------------------------
Lawrence J. Salva
Senior Vice President
(Principal Accounting Officer)
Dated: May 15, 2000
8
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 3,384,894
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,384,894
<CURRENT-LIABILITIES> 1,927,647
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1,457,247
<TOTAL-LIABILITY-AND-EQUITY> 3,384,894
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 38,201
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (38,201)
<INCOME-TAX> 0
<INCOME-CONTINUING> (38,201)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (38,201)
<EPS-BASIC> (.45)
<EPS-DILUTED> (.45)
</TABLE>
