<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, 1996
------------------
[ ] 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: 0-19259
JONES GROWTH PARTNERS II L.P.
- --------------------------------------------------------------------------------
Exact name of registrant as specified in charter
Colorado #84-1126141
- --------------------------------------------------------------------------------
State of organization I.R.S. employer I.D.#
9697 East Mineral Avenue, P.O. Box 3309, Englewood, Colorado 80155-3309
------------------------------------------------------------------------
Address of principal executive office
(303) 792-3111
-------------------------------
Registrant's telephone number
Indicate by check mark whether the registrant (l) has filed all reports required
to be filed by Section l3 or l5(d) of the Securities Exchange Act of l934 during
the preceding l2 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 ______
-----
<PAGE>
JONES GROWTH PARTNERS II L.P.
-----------------------------
(A Limited Partnership)
UNAUDITED BALANCE SHEETS
------------------------
<TABLE>
<CAPTION>
September 30, December 31,
ASSETS 1996 1995
------ -------------- -------------
<S> <C> <C>
CASH $ 23,418 $ 60,263
TRADE RECEIVABLES, less allowance for doubtful
receivables of $28,775 and $27,667 at September 30, 1996
and December 31, 1995, respectively 137,915 235,967
INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment, at cost 17,706,579 16,508,040
Less- accumulated depreciation (6,126,056) (4,705,821)
----------- -----------
11,580,523 11,802,219
Franchise costs and other intangible assets, net of
accumulated amortization of $9,180,741 and $7,651,621
at September 30, 1996 and December 31, 1995, respectively 8,707,147 10,236,267
----------- -----------
Total investment in cable television properties 20,287,670 22,038,486
DEBT PLACEMENT COSTS, net of accumulated amortization
of $166,617 and $138,588 at September 30, 1996 and
December 31, 1995, respectively 116,788 144,817
DEPOSITS, PREPAID EXPENSES AND OTHER ASSETS 154,389 204,313
----------- -----------
Total assets $20,720,180 $22,683,846
=========== ===========
</TABLE>
The accompanying notes to unaudited financial statements
are an integral part of these unaudited balance sheets.
2
<PAGE>
JONES GROWTH PARTNERS II L.P.
-----------------------------
(A Limited Partnership)
UNAUDITED BALANCE SHEETS
------------------------
<TABLE>
<CAPTION>
September 30, December 31,
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) 1996 1995
------------------------------------------- -------------- -------------
<S> <C> <C>
LIABILITIES:
Credit facility and other debt $12,767,512 $12,754,960
Trade accounts payable and accrued liabilities 330,010 489,853
Subscriber prepayments and deposits 280,370 293,302
----------- -----------
Total liabilities 13,377,892 13,538,115
----------- -----------
PARTNERS' CAPITAL (DEFICIT):
General Partner-
Contributed capital 1,000 1,000
Accumulated deficit (97,383) (79,349)
----------- -----------
(96,383) (78,349)
----------- -----------
Limited Partners-
Contributed capital, net of related
commissions, syndication costs and
interest distribution (19,785 units
outstanding at September 30, 1996 and
December 31, 1995) 16,746,882 16,746,882
Accumulated deficit (9,308,211) (7,522,802)
----------- -----------
7,438,671 9,224,080
----------- -----------
Total partners' capital (deficit) 7,342,288 9,145,731
----------- -----------
Total liabilities and partners' capital (deficit) $20,720,180 $22,683,846
=========== ===========
</TABLE>
The accompanying notes to unaudited financial statements
are an integral part of these unaudited balance sheets.
3
<PAGE>
JONES GROWTH PARTNERS II 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,
---------------------------- ---------------------------
1996 1995 1996 1995
------------- ------------- ------------- ------------
<S> <C> <C> <C> <C>
REVENUES $1,923,608 $1,777,406 $ 5,703,038 $ 5,140,399
COSTS AND EXPENSES:
Operating expenses 1,054,328 1,036,495 3,148,374 2,972,896
Management fees and allocated administrative
costs from General Partner 222,107 209,178 667,677 612,647
Depreciation and amortization 980,783 903,390 2,981,347 2,716,680
---------- ---------- ----------- -----------
OPERATING LOSS (333,610) (371,657) (1,094,360) (1,161,824)
---------- ---------- ----------- -----------
OTHER INCOME (EXPENSE):
Interest expense (222,197) (247,880) (688,297) (694,977)
Other, net (6,268) (549) (20,786) (437)
---------- ---------- ----------- -----------
NET LOSS $ (562,075) $ (620,086) $(1,803,443) $(1,857,238)
========== ========== =========== ===========
ALLOCATION OF NET LOSS:
General Partner $ (5,621) $ (6,201) $ (18,034) $ (18,572)
========== ========== =========== ===========
Limited Partners $ (556,454) $ (613,885) $(1,785,409) $(1,838,666)
========== ========== =========== ===========
NET LOSS PER LIMITED
PARTNERSHIP UNIT $(28.13) $(31.03) $(90.24) $(92.93)
========== ========== =========== ===========
WEIGHTED AVERAGE NUMBER OF
LIMITED PARTNERSHIP UNITS
OUTSTANDING 19,785 19,785 19,785 19,785
========== ========== =========== ===========
</TABLE>
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
4
<PAGE>
JONES GROWTH PARTNERS II L.P.
-----------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF CASH FLOWS
----------------------------------
<TABLE>
<CAPTION>
For the Nine Months Ended
September 30,
-------------------------------
1996 1995
------------- ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(1,803,443) $(1,857,238)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Depreciation and amortization 2,981,347 2,716,680
Amortization of interest rate protection contract - 16,974
Decrease (increase) in trade receivables 98,052 (82,023)
Decrease (increase) in deposits, prepaid expenses
and other assets 45,961 (102,110)
Decrease in trade accounts payable, accrued
liabilities and subscriber prepayments and deposits (172,775) (239,213)
Decrease in advances from General Partner - (25,691)
----------- -----------
Net cash provided by operating activities 1,149,142 427,379
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of plant and equipment (1,198,539) (1,965,162)
----------- -----------
Net cash used in investing activities (1,198,539) (1,965,162)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 140,000 1,537,512
Repayment of borrowings (127,448) (38,440)
----------- -----------
Net cash provided by financing activities 12,552 1,499,072
----------- -----------
DECREASE IN CASH (36,845) (38,711)
CASH, BEGINNING OF PERIOD 60,263 61,131
----------- -----------
CASH, END OF PERIOD $ 23,418 $ 22,420
=========== ===========
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 696,155 $ 454,051
=========== ===========
</TABLE>
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
5
<PAGE>
JONES GROWTH PARTNERS II 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 fair 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 II L.P. (the
"Partnership") at September 30, 1996 and December 31, 1995, its Statements of
Operations for the three and nine month periods ended September 30, 1996 and
1995 and its Statements of Cash Flows for the nine month periods ended September
30, 1996 and 1995. Results of operations for these periods are not necessarily
indicative of results to be expected for the full year.
The Partnership owns and operates the cable television system serving the
areas in and around the communities of Yorba Linda, certain portions of Anaheim
Hills, and certain portions of unincorporated Orange County, all in the state of
California (the "Yorba Linda System").
(2) The Partnership was formed pursuant to a public offering of limited
partnership interests sponsored by Jones Spacelink Cable Corporation (the
"General Partner"). The General Partner is a wholly owned subsidiary of Jones
Intercable, Inc. ("Intercable"), a Colorado corporation. Intercable and certain
of its affiliates also own and operate cable television systems for their own
account and for the account of other managed limited partnerships. The General
Partner manages the Partnership and receives a fee for its services equal to 5
percent of the gross revenues of the Partnership, excluding revenues from the
sale of cable television systems or franchises. Management fees paid to the
General Partner by the Partnership for the three and nine month periods ended
September 30, 1996 were $96,180 and $285,152, respectively, compared to $88,870
and $257,020, respectively, for the comparable periods in 1995.
The Partnership reimburses the General Partner and certain of its
affiliates for certain allocated general and administrative costs. These
expenses represent the salaries and related benefits paid for corporate
personnel, office rent and related facilities expense. Such personnel provide
engineering, marketing, administrative, accounting, legal and investor relations
services to the Partnership. Allocations of personnel costs are based primarily
on actual time spent by employees of the General Partner and certain of its
affiliates with respect to each partnership managed. Remaining expenses are
allocated based on the pro rata relationship of the Partnership's revenues to
the total revenues of all systems owned or managed by Intercable and certain of
its affiliates. Systems owned by Intercable and all other systems owned by
partnerships for which Intercable is the general partner are also allocated a
proportionate share of these expenses. The General Partner believes that the
methodology used in allocating general and administrative costs is reasonable.
Reimbursements by the Partnership to the General Partner for allocated general
and administrative costs for the three and nine month periods ended September
30, 1996 were $125,927 and $382,525, respectively, compared to $120,308 and
$355,627, respectively, for the comparable periods in 1995.
(3) On August 16, 1996, the Partnership entered into an asset purchase
agreement providing for the sale of the Yorba Linda System by the Partnership to
an unaffiliated party for a sales price of $36,000,000, subject to normal
working capital adjustments. Closing of this sale is subject to a number of
conditions, including the approval of governmental franchising authorities and
the approval of the transaction by the holders of a majority of the
Partnership's limited partnership interests. The General Partner, on behalf of
the Partnership, is preparing proxy solicitation materials and intends to
conduct a vote of the limited partners of the Partnership by mail in early 1997.
Proceeds from the sale of the Yorba Linda System are expected to be used to
repay the outstanding balance of the Partnership's $13,000,000 credit facility,
with the remainder of the proceeds to be distributed to the limited partners.
Upon the successful completion of the sale of the Yorba Linda System, which is
expected to occur during the first half of 1997, the Partnership will be
liquidated and dissolved.
(4) Certain prior year amounts have been reclassified to conform to the 1996
presentation.
6
<PAGE>
JONES GROWTH PARTNERS II L.P.
-----------------------------
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
FINANCIAL CONDITION
- -------------------
On August 16, 1996, the Partnership entered into an asset purchase
agreement providing for the sale of the Yorba Linda System by the Partnership to
an unaffiliated party for a sales price of $36,000,000, subject to normal
working capital adjustments. Closing of this sale is subject to a number of
conditions, including the approval of governmental franchising authorities and
the approval of the transaction by the holders of a majority of the
Partnership's limited partnership interests. The General Partner, on behalf of
the Partnership, is preparing proxy solicitation materials and intends to
conduct a vote of the limited partners of the Partnership by mail in early 1997.
Proceeds from the sale of the Yorba Linda System are expected to be used to
repay the outstanding balance of the Partnership's $13,000,000 credit facility,
with the remainder of the proceeds to be distributed to the limited partners.
Upon the successful completion of the sale of the Yorba Linda System, which is
expected to occur during the first half of 1997, the Partnership will be
liquidated and dissolved.
For the nine months ended September 30, 1996, the Partnership generated net
cash from operating activities of $1,149,142, which is available to fund capital
expenditures and non-operating costs. During the first nine months of 1996, the
Partnership purchased approximately $1,199,000 of plant and equipment for its
Yorba Linda System. Approximately 34 percent of these expenditures was for the
construction of service drops to subscribers homes. Approximately 25 percent of
these expenditures was for the purchase of converters and approximately 19
percent of these expenditures was for new plant construction. The remainder of
the capital expenditures was for various enhancements in the Yorba Linda System.
Such expenditures were funded from cash from operations and borrowings under the
Partnership's credit facility. As a result of the sale of the Yorba Linda
System, as discussed above, capital expenditures for the remainder of 1996 are
only for various enhancements necessary to maintain the value of the Yorba Linda
System until it is sold. These capital expenditures are expected to be funded
from cash from operations.
As of September 30, 1996, $12,790,000 was outstanding under the
Partnership's $13,000,000 credit facility, leaving $210,000 for future
borrowings. At December 31, 1996, the revolving credit facility's outstanding
principal balance will convert to a term loan, payable in quarterly installments
with a final maturity date of December 31, 2002; however, in view of the pending
sale of the Yorba Linda System, the General Partner hopes to amend the date on
which the facility converts to a term loan to December 31, 1997 or later.
Generally, the interest on the outstanding principal balance is at the
Partnership's option of the Prime Rate plus 1/4 percent to 1/2 percent or the
London Interbank Offered Rate plus 1-1/4 percent to 1-1/2 percent, depending
upon the ratio of the Partnership debt to operating cash flow. The effective
interest rates on amounts outstanding as of September 30, 1996 and 1995 were
6.90 percent and 7.49 percent, respectively.
The General Partner presently believes cash flow from operations and, if
necessary and in its discretion, advances from the General Partner, will be
sufficient to fund capital expenditures and other liquidity needs of the
Partnership.
RESULTS OF OPERATIONS
- ---------------------
Revenues of the Partnership increased $146,202, or approximately 8 percent,
to $1,923,608 for the three month period ended September 30, 1996 compared to
$1,777,406 for the comparable 1995 period. Revenues of the Partnership increased
$562,639, or approximately 11 percent, to $5,703,038 for the nine month period
ended September 30, 1996 compared to $5,140,399 for the comparable 1995 period.
These increases in revenues were primarily due to basic service rate increases
and increases in the number of basic subscribers. Basic service rate increases
accounted for approximately 48 percent and 50 percent, respectively, of the
increase in revenues for the three and nine month periods ended September 30,
1996. An increase in basic subscribers accounted for approximately 27 percent
and 22 percent, respectively, of the increase in revenues for the three and nine
month periods ended September 30, 1996. The number of basic subscribers
increased 528, or approximately 3 percent, to 16,930 subscribers at September
30, 1996 from 16,402 subscribers at September 30, 1995. No other individual
factor was significant to the increases in revenues.
7
<PAGE>
Operating expenses consist primarily of costs associated with the
administration of the Partnership's cable television system. The principal cost
components are salaries paid to system personnel, programming expenses,
professional fees, subscriber billing costs, rent for leased facilities, cable
system maintenance expenses and consumer marketing expenses.
Operating expenses increased $17,833, or approximately 2 percent, to
$1,054,328 for the three month period ended September 30, 1996 compared to
$1,036,495 for the comparable 1995 period. Operating expenses increased
$175,478, or approximately 6 percent, to $3,148,374 for the nine months ended
September 30, 1996 from $2,972,896 for the comparable 1995 period. Operating
expenses accounted for approximately 55 percent of revenues for the three and
nine months ended September 30, 1996 and approximately 58 percent of revenues
for the comparable periods in 1995, respectively. These increases in operating
expenses were primarily due to increases in programming costs. No other
individual factor significantly affected the increases in operating expenses for
the periods discussed.
Management fees and allocated administrative costs from the General Partner
increased $12,929, or approximately 6 percent, to $222,107 for the three months
ended September 30, 1996 from $209,178 for the similar period in 1995.
Management fees and allocated administrative costs from the General Partner
increased $55,030, or approximately 9 percent, to $667,677 for the nine months
ended September 30, 1996 from $612,647 for the similar period in 1995. These
increases were primarily due to an increase in revenues, upon which such
management fees are based.
Depreciation and amortization expense increased $77,393, or approximately 9
percent, to $980,783 for the three month period ended September 30, 1996 from
$903,390 for the similar period in 1995. Depreciation and amortization expense
increased $264,667, or approximately 10 percent, to $2,981,347 for the nine
month period ended September 30, 1996 from $2,716,680 for the similar period in
1995. These increases were due to increases in the Partnership's depreciable
asset base.
Operating loss decreased $38,047, or approximately 10 percent, to $333,610
for the three months ended September 30, 1996 from $371,657 for the similar 1995
period. Operating loss decreased $67,464, or approximately 6 percent, to
$1,094,360 for the nine months ended September 30, 1996 from $1,161,824 for the
similar 1995 period. These decreases were due to the increases in revenues
exceeding the increases in operating expenses, management fees and allocated
administrative costs from the General Partner and depreciation and amortization
expense.
The cable television industry generally measures the financial performance
of a cable television system in terms of cash flow or operating income before
depreciation and amortization. The value of a cable television system is often
determined using multiples of cash flow. This measure is not intended to be a
substitute or improvement upon the items disclosed on the financial statements,
rather it is included because it is an industry standard. Operating income
before depreciation and amortization increased $115,440, or approximately 22
percent, to $647,173 for the three month period ended September 30, 1996 from
$531,733 for the comparable period in 1995. For the nine month period ended
September 30, 1996, operating income before depreciation and amortization
increased $332,131, or approximately 21 percent, to $1,886,987 from $1,554,856
for the comparable period in 1995. These increases were due to the increases in
revenues exceeding the increases in operating expenses and management fees and
allocated administrative costs from the General Partner.
Interest expense decreased $25,683, or approximately 10 percent, to
$222,197 for the three months ended September 30, 1996 compared to $247,880 for
the comparable 1995 period. Interest expense decreased $6,680, or approximately
1 percent, to $688,297 for the nine month period ended September 30, 1996
compared to $694,977 for the comparable 1995 period. These decreases were due to
lower effective interest rates on outstanding obligations during the three and
nine month periods ended September 30, 1996 and 1995.
Net loss decreased by $58,011, or approximately 9 percent, to $562,075 for
the three month period ended September 30, 1996 from $620,086 for the comparable
period in 1995. Net loss decreased $53,795, or approximately 3 percent, to
$1,803,443 for the nine month period ended September 30, 1996 compared to
$1,857,238 for the comparable 1995 period. These decreases were the result of
the factors discussed above.
8
<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
On August 16, 1996, Jones Growth Partners II L.P. (the
"Partnership"), a Colorado limited partnership, entered into an
Asset Purchase Agreement providing for the sale by the Partnership
to Century Communications Corp. of substantially all of the assets,
property and business of the Partnership relating to the cable
television system serving subscribers in the City of Yorba Linda
and portions of the City of Anaheim and unincorporated Orange
County, California (the "Yorba Linda System"). The sales price for
the Yorba Linda System is $36,000,000, subject to customary closing
adjustments.
The closing of the sale of the Yorba Linda System is subject
to a number of conditions, including the consent of the
governmental franchising authorities and other regulatory
authorities having jurisdiction, and other matters. In addition,
the sale of the Yorba Linda System must be approved by a majority
of the outstanding limited partnership interests in the
Partnership. Upon the successful completion of the sale of the
Yorba Linda System, which is expected to occur during the first
half of 1997, the Partnership will be liquidated and dissolved.
The Yorba Linda System currently passes approximately 23,100
homes and serves approximately 17,000 basic subscribers.
9
<PAGE>
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.
JONES GROWTH PARTNERS II L.P.
BY: JONES SPACELINK CABLE
CORPORATION, its General Partner
By: /s/ Kevin P. Coyle
--------------------------------------
Kevin P. Coyle
Group Vice President/Finance
(Principal Financial Officer)
Dated: November 14, 1996
10
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 23,418
<SECURITIES> 0
<RECEIVABLES> 137,915
<ALLOWANCES> (28,775)
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 17,706,579
<DEPRECIATION> (6,126,056)
<TOTAL-ASSETS> 20,720,180
<CURRENT-LIABILITIES> 610,380
<BONDS> 12,767,512
0
0
<COMMON> 0
<OTHER-SE> 7,342,228
<TOTAL-LIABILITY-AND-EQUITY> 20,720,180
<SALES> 0
<TOTAL-REVENUES> 5,703,038
<CGS> 0
<TOTAL-COSTS> 6,797,398
<OTHER-EXPENSES> 20,786
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 688,297
<INCOME-PRETAX> (1,803,443)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,803,443)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,803,443)
<EPS-PRIMARY> (90.24)
<EPS-DILUTED> (90.24)
</TABLE>
