<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 June 30, 2000
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[ ] 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.
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Exact name of registrant as specified in charter
Colorado #84-1143409
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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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JONES GROWTH PARTNERS L.P.
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(A Limited Partnership)
UNAUDITED BALANCE SHEETS
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<TABLE>
<CAPTION>
June 30, December 31,
ASSETS 2000 1999
------ ------------ ------------
<S> <C> <C>
Cash $ 1,516,227 $ 3,384,894
------------ ------------
Total assets $ 1,516,227 $ 3,384,894
============ ============
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
LIABILITIES:
Advances from affiliates $ 72,553 $ 1,889,446
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Total liabilities 72,553 1,889,446
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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 June 30, 2000 and December 31, 1999) 73,790,065 73,790,065
Distributions (60,721,037) (60,721,037)
Accumulated deficit (11,625,354) (11,573,580)
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1,443,674 1,495,448
------------ ------------
Total liabilities and partners' capital $ 1,516,227 $ 3,384,894
============ ============
</TABLE>
The accompanying notes to unaudited financial statements
are an integral part of these unaudited balance sheets.
2
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JONES GROWTH PARTNERS L.P.
--------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF OPERATIONS
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<TABLE>
<CAPTION>
For the Three Months Ended For the Six Months Ended
June 30, June 30,
-------------------------- ---------------------------
2000 1999 2000 1999
---------- ---------- ---------- -----------
<S> <C> <C> <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 (1,066) (20,338) (1,066) (399,046)
Interest income 20,904 46,908 20,904 310,475
Gain on sale of cable television system - - - 68,379,767
Other, net (33,411) (196,123) (71,612) (1,003,408)
---------- ---------- ---------- -----------
Total other income (expense), net (13,573) (169,553) (51,774) 67,287,788
---------- ---------- ---------- -----------
NET INCOME (LOSS) $ (13,573) $ (169,553) $ (51,774) $66,589,045
========== ========== ========== ===========
ALLOCATION OF NET INCOME (LOSS):
Managing General Partner $ - $ - $ - $ 790,746
========== ========== ========== ===========
Limited Partners $ (13,573) $ (169,553) $ (51,774) $65,798,299
========== ========== ========== ===========
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT $ (0.15) $ (1.97) $ (0.60) $ 767.42
========== ========== ========== ===========
WEIGHTED AVERAGE NUMBER
OF LIMITED PARTNERSHIP
UNITS OUTSTANDING 85,740 85,740 85,740 85,740
========== ========== ========== ===========
</TABLE>
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
3
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JONES GROWTH PARTNERS L.P.
--------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF CASH FLOWS
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<TABLE>
<CAPTION>
For the Six Months Ended
June 30,
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2000 1999
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<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (51,774) $ 66,589,045
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation and amortization - 1,300,323
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 - 31,169
Decrease in advances from affiliates (1,816,893) (1,004,742)
Decrease in accounts payable,
accrued liabilities, accrued interest and
subscriber prepayments - (1,463,102)
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Net cash used in operating activities (1,868,667) (2,444,519)
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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
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Net cash provided by investing activities - 99,032,346
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CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of borrowings - (36,198,498)
Distribution to limited partners - (60,721,037)
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Net cash used in financing activities - (96,919,535)
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Decrease in cash (1,868,667) (331,708)
Cash, beginning of period 3,384,894 331,708
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Cash, end of period $ 1,516,227 $ -
============== ==============
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 82,116 $ 754,614
============== ==============
</TABLE>
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
4
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JONES GROWTH PARTNERS L.P.
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(A Limited Partnership)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
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(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 June 30, 2000 and December 31, 1999, its Statements of
Operations for the three and six month periods ended June 30, 2000 and 1999 and
its Statements of Cash Flows for the six month periods ended June 30, 2000 and
1999. Certain prior period amounts have been reclassified to conform to the 2000
presentation.
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.The Partnership has
sold all of its cable television systems. The Partnership has continued in
existence because of pending litigation, in which the Partnership is a party.
The Managing General Partner cannot predict when the Partnership will be
dissolved.
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. As a result
of this transaction, Jones Intercable no longer exists and Comcast JOIN
Holdings, Inc. continued as the surviving corporation of the merger. On July 28,
2000, Comcast JOIN Holdings, Inc. was merged with and into Comcast Cable
Communications, Inc. ("Comcast Cable"), another wholly owned subsidiary of
Comcast. The Managing General Partner is now a wholly owned subsidiary of
Comcast Cable, and, as such, is an indirect wholly owned subsidiary of Comcast.
The Managing General Partner and Comcast Cable 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 both the three and six month
periods ended June 30, 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 and six month periods ended June 30, 2000 were $14,515 and $37,669,
respectively, compared to $8,401 and $300,046, respectively, for the three and
six month periods ended June 30, 1999.
5
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JONES GROWTH PARTNERS L.P.
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(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
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RESULTS OF OPERATIONS
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FINANCIAL CONDITION
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The only asset of the Partnership is its cash on hand, which is being held
in reserve to pay the Partnership's administrative and legal expenses until the
Partnership is dissolved. The Partnership has continued in existence because of
pending litigation, in which the Partnership is a party. The Managing General
Partner cannot predict when the Partnership will be dissolved.
RESULTS OF OPERATIONS
---------------------
The Partnership has sold all of its cable television systems. Other expense
of $71,612 incurred in the first six months of 2000 related to various costs
associated with the administration of the Partnership.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Comcast Cable Communications, Inc. (as successor-in-interest to Jones
Intercable, Inc.), each of its subsidiaries that serve as general partners of
its managed cable partnerships and most of its managed cable partnerships,
including the Partnership, are named defendants in a case captioned Everest
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Cable Investors, LLC, Everest Properties, LLC, Everest Properties II, LLC, KM
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Investments, LLC and KH Financial, Inc., plaintiffs v. Jones Intercable, Inc.,
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et al., defendants (Superior Court, Los Angeles County, State of California,
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Case No. BC 213632), which was first filed in July 1999.
Plaintiffs allege that they had formed a coordinated plan amongst
themselves to acquire up to 4.9% of the limited partnership interests in each of
the managed partnerships named as defendants, and that plaintiffs were
frustrated in this purpose by Jones Intercable's refusal to provide plaintiffs
with lists of the names and addresses of the limited partners of these
partnerships. The complaint alleges that Jones Intercable's actions constituted
a breach of contract, a breach of Jones Intercable's implied covenant of good
faith and fair dealing owed to the plaintiffs as limited partners, a breach of
Jones Intercable's fiduciary duty owed to the plaintiffs as limited partners and
tortious interference with prospective economic advantage. Plaintiffs allege
that Jones Intercable's failure to provide them with the partnership lists
prevented them from making their tender offers and that they have been injured
by such action in an amount to be proved at trial, but not less than $17
million.
In September 1999, the defendants filed demurrers to the plaintiffs'
complaint and a hearing on this matter was held in October 1999. In December
1999, the Court sustained the defendants' demurrers to each cause of action on
the grounds of uncertainty, but permitted the plaintiffs to amend their
complaint to attempt to cure the deficiencies in the pleadings that caused the
Court to sustain the demurrers. The plaintiffs filed their first amended
complaint in January 2000. In March 2000, the defendants filed demurrers to the
plaintiffs' first amended complaint and a hearing on the matter was held in
April 2000. In May 2000, the Court issued a ruling that sustained the
defendants' demurrers without leave to amend as to all plaintiffs except KM
Investments, LLC, and it sustained the defendants' demurrers with leave to amend
as to plaintiff KM Investments, LLC, and KM Investments, LLC has filed a second
amended complaint to attempt to cure the deficiencies in the pleadings.
Plaintiffs have stated an intention to appeal the rulings sustaining the
demurrers to the first amended complaint.
Discovery in the case also has begun, and the defendants have responded to
the plaintiffs' first set of interrogatories and to the plaintiffs' first demand
for the production of documents. Comcast Cable Communications, Inc. believes
that the defendants have defenses to the plaintiffs' claims for relief and
challenges to the plaintiffs' claims for damages, and Comcast Cable
Communications, Inc. intends to defend this lawsuit vigorously.
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 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.
BY: JONES SPACELINK CABLE CORPORATION
Managing General Partner
By: /S/ Lawrence J. Salva
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Lawrence J. Salva
Senior Vice President
(Principal Accounting Officer)
Dated: August 11, 2000
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