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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 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: 0-18133
IDS/JONES GROWTH PARTNERS II, L.P.
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Exact name of registrant as specified in charter
Colorado #84-1060548
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State of organization I.R.S. 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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IDS/JONES GROWTH PARTNERS II, L.P.
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(A Limited Partnership)
UNAUDITED CONSOLIDATED BALANCE SHEETS
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<TABLE>
<CAPTION>
September 30, December 31,
ASSETS 2000 1999
------ ------------------- --------------------
<S> <C> <C>
Cash $ 1,024,947 $ 3,436,939
------------------- --------------------
Total assets $ 1,024,947 $ 3,436,939
=================== ====================
LIABILITIES AND PARTNERS' CAPITAL
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LIABILITIES:
Accrued liabilities $ 42,713 $ -
Advances from affiliates 128,248 2,011,730
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Total liabilities 170,961 2,011,730
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MINORITY INTEREST IN JOINT VENTURE - 490,100
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PARTNER'S CAPITAL:
General Partners-
Contributed capital 500 500
Accumulated deficit (500) (500)
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- -
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Limited Partners-
Net contributed capital (174,343 units outstanding
at September 30, 2000 and December 31, 1999) 37,256,546 37,256,546
Distributions (33,678,970) (33,678,970)
Accumulated deficit (2,723,590) (2,642,467)
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853,986 935,109
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Total liabilities and partners' capital $ 1,024,947 $ 3,436,939
=================== ====================
</TABLE>
The accompanying notes to unaudited consolidated financial statements
are an integral part of these unaudited consolidated balance sheets.
2
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IDS/JONES GROWTH PARTNERS II, L.P.
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(A Limited Partnership)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
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<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>
OTHER INCOME (EXPENSE):
Interest expense $ (725) $ (33,987) $ (1,457) $ (90,866)
Interest income 11,002 36,939 31,122 123,131
Other, net (60,062) (12,477) (110,788) (274,586)
---------- ---------- ---------- ----------
Total other income (expense), net (49,785) (9,525) (81,123) (242,321)
---------- ---------- ---------- ----------
CONSOLIDATED LOSS (49,785) (9,525) (81,123) (242,321)
MINORITY INTEREST IN
CONSOLIDATED LOSS - 3,276 - 83,358
---------- ---------- ---------- ----------
NET LOSS $ (49,785) $ (6,249) $ (81,123) $ (158,963)
========== ========== ========== ==========
ALLOCATION OF NET LOSS:
General Partners $ - $ - $ - $ -
========== ========== ========== ==========
Limited Partners $ (49,785) $ (6,249) $ (81,123) $ (158,963)
========== ========== ========== ==========
NET LOSS PER LIMITED
PARTNERSHIP UNIT $ (0.29) $ (0.03) $ (0.47) $ (0.91)
========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER
OF LIMITED PARTNERSHIP
UNITS OUTSTANDING 174,343 174,343 174,343 174,343
========== ========== ========== ==========
</TABLE>
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.
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(A Limited Partnership)
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
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<TABLE>
<CAPTION>
For the Nine Months Ended
September 30,
--------------------------------------------
2000 1999
------------------ -------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (81,123) $ (158,963)
Adjustments to reconcile net loss to net cash
used in operating activities:
Minority interest in consolidated loss - (83,358)
Increase in proceeds from sale in escrow - (123,131)
Increase (decrease) in accounts payable and
accrued liabilities and subscriber prepayments 42,713 (964,819)
Increase (decrease) in advances from affiliates (1,883,482) 1,330,271
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Net cash used in operating activities (1,921,892) -
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CASH FLOWS FROM FINANCING ACTIVITIES:
Distribution to Venture Partners (490,100) -
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Net cash used in financing activities (490,100) -
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Decrease in cash (2,411,992) -
Cash, beginning of period 3,436,939 -
------------------ -------------------
Cash, end of period $ 1,024,947 $ -
================== ===================
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 84,163 $ -
================== ===================
</TABLE>
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.
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(A Limited Partnership)
NOTES TO UNAUDITED CONSOLIDATED 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 only of normal recurring accruals,
necessary to present fairly the financial position of IDS/Jones Growth Partners
II, 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.
The accompanying consolidated financial statements historically include
100 percent of the accounts of the Partnership and those of IDS/Jones Joint
Venture Partners (the "Venture"), reduced by the 34.4 percent minority interests
in the Venture. All interpartnership accounts and transactions have been
eliminated. Jones Cable Corporation, a Colorado corporation, is the "Managing
General Partner." Neither the Partnership nor the Venture currently own any
cable television systems. The Venture has distributed or will distribute its
remaining cash to its constituent partners in the third and fourth quarters of
2000. The Partnership's only current asset is cash on hand. It is anticipated
that the Partnership and the Venture 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, Inc. ("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 Partnership reimburses its Managing General Partner for certain
administrative expenses. 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 it is dissolved. Such costs were charged to other expense on
the Statements of Operations. Reimbursements by the Partnership to its Managing
General Partner for administrative expenses during the three and nine month
periods ended September 30, 2000 were $10,770 and $41,054, respectively.
Reimbursements by the Venture to its Managing General Partner for administrative
expenses during the three and nine month periods ended September 30, 1999 were
$10,953 and $26,761, respectively, of which $7,185 and $17,555, respectively,
were attributed to the Partnership's 65.6 percent interest in the Venture.
IDS Cable II Corporation (the supervising general partner of the
Partnership) and IDS Cable Corporation (the supervising general partner of
IDS/Jones Growth Partners 89-B, Ltd.) may also be reimbursed for certain
expenses incurred on behalf of the Partnership and the Venture. There were no
reimbursements made to IDS Cable II Corporation or IDS Cable Corporation during
the three and nine month periods ended September 30, 2000 and 1999.
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IDS/JONES GROWTH PARTNERS II, 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 Partnership owns a 65.6 percent interest in the Venture. The
accompanying consolidated financial statements historically include the accounts
of the Partnership and the Venture, reduced by the 34.4 percent minority
interests in the Venture. Neither the Partnership nor the Venture currently own
any cable television systems. The Venture has distributed or will distribute its
remaining cash to its constituent partners in the third and fourth quarters of
2000. The Partnership's only current asset is cash on hand. It is anticipated
that the Partnership and the Venture 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
---------------------
Neither the Partnership nor the Venture currently own any cable
television systems. Other expense of $110,788 incurred in the first nine months
of 2000 related to various costs associated with the administration and
liquidation of the Partnership.
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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
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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 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/ Lawrence J. Salva
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Lawrence J. Salva
Senior Vice President
(Principal Accounting Officer)
Dated: November 14, 2000
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