<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 September 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>
September 30, December 31,
ASSETS 2000 1999
------ --------------------- --------------------
<S> <C> <C>
Cash $ 1,510,951 $ 3,384,894
--------------------- --------------------
Total assets $ 1,510,951 $ 3,384,894
===================== ====================
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
LIABILITIES:
Accrued liabilities $ 60,432 $ -
Advances from affiliates 55,390 1,889,446
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Total liabilities 115,822 1,889,446
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PARTNER'S CAPITAL:
General Partner-
Contributed capital 1,000 1,000
Accumulated deficit (1,000) (1,000)
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- -
--------------------- --------------------
Limited Partners-
Net contributed capital (85,740 units outstanding
at September 30, 2000 and December 31, 1999) 73,790,065 73,790,065
Distributions (60,721,037) (60,721,037)
Accumulated deficit (11,673,899) (11,573,580)
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1,395,129 1,495,448
--------------------- --------------------
Total liabilities and partners' capital $ 1,510,951 $ 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
----------------------------------
<TABLE>
<CAPTION>
For the Three Months Ended For the Nine Months Ended
September 30, September 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 (1,237) (30,340) (2,303) (429,386)
Interest income 24,146 35,185 45,050 345,660
Gain on sale of cable television system - - - 68,379,767
Other, net (71,454) (10,260) (143,066) (1,013,668)
------------ ------------ ------------ ------------
Total other income (expense), net (48,545) (5,415) (100,319) 67,282,373
------------ ------------ ------------ ------------
NET INCOME (LOSS) $ (48,545) $ (5,415) $ (100,319) $ 66,583,630
============ ============ ============ ============
ALLOCATION OF NET INCOME (LOSS):
Managing General Partner $ - $ - $ - $ 790,746
============ ============ ============ ============
Limited Partners $ (48,545) $ (5,415) $ (100,319) $ 65,792,884
============ ============ ============ ============
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT $ (0.57) $ (0.07) $ (1.17) $ 767.35
============ ============ ============ ============
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
----------------------------------
<TABLE>
<CAPTION>
For the Nine Months Ended
September 30,
----------------------------------------------------
2000 1999
--------------------- --------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (100,319) $ 66,583,630
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
Increase in deposits, prepaid expenses
and other assets - (3,782)
Decrease in advances from affiliates (1,834,056) (925,198)
Increase (decrease) in accounts payable,
accrued liabilities, accrued interest and
subscriber prepayments 60,432 (1,346,808)
--------------------- --------------------
Net cash used in operating activities (1,873,943) (2,289,047)
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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)
--------------------- --------------------
Net cash used in financing activities - (96,919,535)
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Decrease in cash (1,873,943) (176,236)
Cash, beginning of period 3,384,894 331,708
--------------------- --------------------
Cash, end of period $ 1,510,951 $ 155,472
===================== ====================
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 83,182 $ 784,954
===================== ====================
</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.
--------------------------
(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 September 30, 2000 and December 31, 1999, its Statements of
Operations for the three and nine month periods ended September 30, 2000 and
1999 and its Statements of Cash Flows for the nine month periods ended September
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's only
current asset is cash on hand. It is anticipated that the Partnership will be
fully liquidated and dissolved by December 31, 2000.
Prior to its dissolution, the Partnership will accrue funds to cover its
remaining administrative costs. All cash remaining after such accrual is made
will be distributed to the Partnership's partners pursuant to the distribution
procedures established by the Partnership's limited partnership agreement. It is
expected that all limited partners will receive final distribution checks from
the Partnership before the end of December 2000.
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 August
1, 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 the nine month period ended
September 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 nine month periods ended September 30, 2000 were $12,533 and $50,202
respectively, compared to $9,693 and $309,739, respectively, for the three and
nine month periods ended September 30, 1999.
5
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JONES GROWTH PARTNERS L.P.
--------------------------
(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 Partnership has sold all of its cable television systems. The
Partnership's only current asset is cash on hand. It is anticipated that the
Partnership will be fully liquidated and dissolved by December 31, 2000.
Prior to its dissolution, the Partnership will accrue funds to cover its
remaining administrative costs. All cash remaining after such accrual is made
will be distributed to the Partnership's partners pursuant to the distribution
procedures established by the Partnership's limited partnership agreement. It is
expected that all limited partners will receive final distribution checks from
the Partnership before the end of December 2000.
The Partnership's current and periodic reporting obligations under the
Securities Exchange Act of 1934, as amended, and the Partnership's quarterly and
annual reporting obligations under Section 3.7 of the Partnership's limited
partnership agreement will cease upon the Partnership's termination. As a
result, it is expected that this quarterly report on SEC Form 10-Q for the
quarter ended September 30, 2000 will be the Partnership's final detailed
financial report to limited partners.
During the first quarter of 2001, the Managing General Partner will
deliver final tax reports on Form 1065, Schedule K-1 to all limited partners of
record as of the date of the Partnership's dissolution. If, as expected, the
Partnership is dissolved before the end of 2000, the Partnership and its
partners will have no tax reporting obligations beyond the taxable year 2000.
RESULTS OF OPERATIONS
---------------------
The Partnership has sold all of its cable television systems. The
Partnership earned interest income of $45,050 on its cash on hand. Other expense
of $143,066 incurred in the first nine months of 2000 related to various costs
associated with the administration and liquidation of the Partnership.
6
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The Partnership and the Managing General Partner are among the
defendants in a case captioned Everest Cable Investors, LLC, et al., plaintiffs
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v. Jones Intercable, Inc., et al., defendants (Superior Court, Los Angeles
---------------------------------------------
County, State of California, Case No. BC 213632). The case was originally filed
in July 1999. Subsequently, demurrers were sustained as to a substantial portion
of the action, and the court did not allow the plaintiffs to seek to amend and
re-file their claims. As a result, the plaintiffs elected to appeal the ruling
of the trial court as to the validity of their claims which had been dismissed.
While the appeal is pending, the trial court agreed to the parties' joint
request to stay the portion of the action that was not dismissed by the trial
court when it sustained the demurrers.
The Partnership has continued in existence since the sale of its cable
television system assets. The Managing General Partner has determined, however,
that it is in the best interests of the Partnership and its limited partners to
liquidate and dissolve the Partnership before the end of the year 2000.
Although, prior to its dissolution, the Partnership will accrue funds to
pay for its remaining administrative expenses, the Partnership will not accrue
funds to cover its potential liabilities related to this litigation. Instead,
the Managing General Partner will remain liable for the Partnership's
liabilities, if any, related to this case.
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
-----------------------------------
Lawrence J. Salva
Senior Vice President
(Principal Accounting Officer)
Dated: November 14, 2000
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