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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, 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: 0-18133
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>
June 30, December 31,
ASSETS 2000 1999
------ ------------ ------------
<S> <C> <C>
Cash $ 1,433,978 $ 3,436,939
------------ ------------
Total assets $ 1,433,978 $ 3,436,939
============ ============
LIABILITIES AND PARTNERS' CAPITAL
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LIABILITIES:
Advances from affiliates $ 40,107 $ 2,011,730
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Total liabilities 40,107 2,011,730
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MINORITY INTEREST IN JOINT VENTURE 490,100 490,100
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PARTNER'S CAPITAL:
General Partners-
Contributed capital 500 500
Accumulated deficit (500) (500)
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- -
------------ ------------
Limited Partners-
Net contributed capital (174,343 units outstanding
at June 30, 2000 and December 31, 1999) 37,256,546 37,256,546
Distributions (33,678,970) (33,678,970)
Accumulated deficit (2,673,805) (2,642,467)
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903,771 935,109
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Total liabilities and partners' capital $ 1,433,978 $ 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 Six Months Ended
June 30, June 30,
-------------------------- --------------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
OTHER INCOME (EXPENSE):
Interest expense $ (732) $ (24,839) $ (732) $ (56,879)
Interest income 20,120 36,939 20,120 86,192
Other, net (27,153) 103,560 (50,726) (262,109)
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Total other income (expense), net (7,765) 115,660 (31,338) (232,796)
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CONSOLIDATED INCOME (LOSS) (7,765) 115,660 (31,338) (232,796)
MINORITY INTEREST IN
CONSOLIDATED (INCOME) LOSS - (39,787) - 80,082
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NET INCOME (LOSS) $ (7,765) $ 75,873 $ (31,338) $ (152,714)
========== ========== ========== ==========
ALLOCATION OF NET INCOME (LOSS):
General Partners $ - $ - $ - $ -
========== ========== ========== ==========
Limited Partners $ (7,765) $ 75,873 $ (31,338) $ (152,714)
========== ========== ========== ==========
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT $ (0.04) $ 0.43 $ (0.18) $ (0.88)
========== ========== ========== ==========
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 Six Months Ended
June 30,
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2000 1999
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (31,338) $ (152,714)
Adjustments to reconcile net loss to net cash
used in operating activities:
Minority interest in consolidated loss - (80,082)
Increase in proceeds from sale in escrow - (86,192)
Decrease in accounts payable and
accrued liabilities and subscriber prepayments - (964,819)
Increase (decrease) in advances from affiliates (1,971,623) 1,283,807
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Net cash used in operating activities (2,002,961) -
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Decrease in cash (2,002,961) -
Cash, beginning of period 3,436,939 -
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Cash, end of period $ 1,433,978 $ -
============ ============
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 83,431 $ -
============ ============
</TABLE>
The accompanying notes to unaudited consolidated financial statements
are an integral part of these unaudited consolidated statements.
4
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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 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.
The accompanying financial statements 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 is expected to be dissolved in 2000. The Venture plans to distribute its
remaining cash to its constituent partners prior to its dissolution. 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, 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 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 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 six month
periods ended June 30, 2000 were $12,216 and $30,284, respectively.
Reimbursements by the Venture to its Managing General Partner for administrative
expenses during the three and six month periods ended June 30, 1999 were $10,694
and $15,808, respectively, of which $7,015 and $10,370, 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 six month periods ended June 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 financial statements include the accounts of the Partnership and
the Venture, reduced by the 34.4 percent minority interests in the Venture. 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
---------------------
Neither the Partnership nor the Venture currently own any cable television
systems. Other expense of $50,726 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 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: August 11, 2000
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