<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 March 31, 1997
[ ] 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) 792-9191
-----------------------------
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 II L.P.
-----------------------------
(A Limited Partnership)
UNAUDITED BALANCE SHEETS
------------------------
<TABLE>
<CAPTION>
March 31, December 31,
ASSETS 1997 1996
------ ------------ -------------
<S> <C> <C>
CASH $ 26,967 $ 210,331
TRADE RECEIVABLES, less allowance
for doubtful receivables of $12,212 and $27,667 at
March 31, 1997 and December 31, 1996, respectively 159,025 180,326
INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment, at cost 18,504,400 18,203,037
Less- accumulated depreciation (7,189,330) (6,660,530)
----------- -----------
11,315,070 11,542,507
Franchise costs and other intangible assets, net of
accumulated amortization of $9,993,375 and
$9,587,058 at March 31, 1997 and
December 31, 1996, respectively 7,894,513 8,300,830
----------- -----------
Total investment in cable television properties 19,209,583 19,843,337
DEBT PLACEMENT COSTS, net of accumulated
amortization of $185,303 and $175,960 at
March 31, 1997 and December 31, 1996, respectively 98,102 107,445
DEPOSITS, PREPAID EXPENSES AND OTHER 133,753 122,553
----------- -----------
Total assets $19,627,430 $20,463,992
=========== ===========
</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>
March 31, December 31,
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) 1997 1996
------------------------------------------- ------------- -------------
<S> <C> <C>
LIABILITIES:
Term loan and other debt $ 12,630,125 $12,821,077
Trade accounts payable and accrued liabilities 392,820 546,347
Subscriber prepayments and deposits 300,891 322,430
------------ -----------
Total liabilities 13,323,836 13,689,854
------------ -----------
PARTNERS' CAPITAL (DEFICIT):
General Partner-
Contributed capital 1,000 1,000
Accumulated deficit (107,770) (103,065)
------------ -----------
(106,770) (102,065)
------------ -----------
Limited Partners-
Contributed capital, net of related
commissions, syndication costs and
interest distribution (19,785 units
outstanding at March 31, 1997 and
December 31, 1996) 16,746,882 16,746,882
Accumulated deficit (10,336,518) (9,870,679)
------------ -----------
6,410,364 6,876,203
------------ -----------
Total partners' capital (deficit) 6,303,594 6,774,138
------------ -----------
Total liabilities and partners' capital (deficit) $ 19,627,430 $20,463,992
============ ===========
</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
March 31,
----------------------------
1997 1996
------------- -------------
<S> <C> <C>
REVENUES $2,060,680 $1,862,130
COSTS AND EXPENSES:
Operating expenses 1,105,928 1,005,358
Management fees to the General Partner and allocated
administrative costs from Jones Intercable, Inc. 251,116 219,731
Depreciation and amortization 959,033 1,001,067
---------- ----------
OPERATING LOSS (255,397) (364,026)
---------- ----------
OTHER INCOME (EXPENSE):
Interest expense (215,222) (239,369)
Other, net 75 231
---------- ----------
NET LOSS $ (470,544) $ (603,164)
========== ==========
ALLOCATION OF NET LOSS
General Partner $ (4,705) $ (6,032)
========== ==========
Limited Partners $ (465,839) $ (597,132)
========== ==========
NET LOSS PER LIMITED
PARTNERSHIP UNIT $(23.55) $(30.18)
========== ==========
WEIGHTED AVERAGE NUMBER OF LIMITED
PARTNERSHIP UNITS OUTSTANDING 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 Three Months Ended
March 31,
----------------------------
1997 1996
------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(470,544) $ (603,164)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Depreciation and amortization 959,033 1,001,067
Decrease (increase) in trade accounts receivable 21,301 (18,981)
Decrease (increase) in deposits, prepaid expenses and other (25,773) 56,263
Decrease in trade accounts payable and accrued liabilities
and subscriber prepayments and deposits (175,066) (18,465)
--------- ----------
Net cash provided by operating activities 308,951 416,720
--------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of plant and equipment, net (301,363) (351,855)
--------- ----------
Net cash used in investing activities (301,363) (351,855)
--------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of borrowings (190,952) (10,412)
--------- ----------
Net cash used in financing activities (190,952) (10,412)
--------- ----------
INCREASE (DECREASE) IN CASH (183,364) 54,453
CASH, AT BEGINNING OF PERIOD 210,331 60,263
--------- ----------
CASH, AT END OF PERIOD $ 26,967 $ 114,716
========= ==========
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 247,786 $ 156,826
========= ==========
</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 Securities and
Exchange Commission 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 March 31, 1997 and December 31,
1996, and its results of operations and changes in its cash flows for the three
month periods ended March 31, 1997 and 1996. 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) 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. On May 9, 1997, the General
Partner, on behalf of the Partnership, mailed proxy solicitation materials in
connection with a vote of the limited partners of the Partnership to approve
this transaction. The City of Yorba Linda has not yet approved the transfer of
the cable television franchise authorizing the Yorba Linda System to serve
residents of the City of Yorba Linda. This approval is expected to be obtained
by the end of June 1997, but there can be no assurance that such approval will
be granted. The sale of the Yorba Linda System will not close if such approval
is not obtained. Upon the consummation of the proposed sale of the Yorba Linda
System, the Partnership will repay its outstanding indebtedness, which totaled
$12,630,125 at March 31, 1997, and then the Partnership will distribute the sale
proceeds, net of working capital adjustments, to its limited partners. Because
limited partners will not receive distributions in an amount equal to 100
percent of the capital initially contributed to the Partnership by the limited
partners plus an amount equal to 8 percent per annum, cumulative and
noncompounded, on an amount equal to their initial capital contributions, the
General Partner will not receive any of the net proceeds from the Yorba Linda
System's sale. As a result of the Yorba Linda System's sale, the limited
partners of the Partnership, as a group, will receive approximately $22,995,909.
Limited partners will receive from $1,109 to $1,218 for each $1,000 limited
partnership interest from the net proceeds of the Yorba Linda System's sale. The
specific amount of a limited partner's distribution will be dependent upon a
limited partner's date of investment. Upon the successful completion of the sale
of the Yorba Linda System, which is expected to occur during the second quarter
of 1997, the Partnership will be liquidated and dissolved.
(3) 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 month periods ended March 31,
1997 and 1996 were $103,034 and $93,107, respectively.
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. Such services, and their related costs,
are necessary to the operation of the Partnership and would have been incurred
by the Partnership if it was a stand alone entity. 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 cable television 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
month periods ended March 31, 1997 and 1996 were $148,082 and $126,624,
respectively.
(4) Certain prior year amounts have been reclassified to conform to 1997
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. On May 9, 1997, the General
Partner, on behalf of the Partnership, mailed proxy solicitation materials in
connection with a vote of the limited partners of the Partnership to approve
this transaction. The City of Yorba Linda has not yet approved the transfer of
the cable television franchise authorizing the Yorba Linda System to serve
residents of the City of Yorba Linda. This approval is expected to be obtained
by the end of June 1997, but there can be no assurance that such approval will
be granted. The sale of the Yorba Linda System will not close if such approval
is not obtained. Upon the consummation of the proposed sale of the Yorba Linda
System, the Partnership will repay its outstanding indebtedness, which totaled
$12,630,125 at March 31, 1997, and then the Partnership will distribute the sale
proceeds, net of working capital adjustments, to its limited partners. Because
limited partners will not receive distributions in an amount equal to 100
percent of the capital initially contributed to the Partnership by the limited
partners plus an amount equal to 8 percent per annum, cumulative and
noncompounded, on an amount equal to their initial capital contributions, the
General Partner will not receive any of the net proceeds from the Yorba Linda
System's sale. As a result of the Yorba Linda System's sale, the limited
partners of the Partnership, as a group, will receive approximately $22,995,909.
Limited partners will receive from $1,109 to $1,218 for each $1,000 limited
partnership interest from the net proceeds of the Yorba Linda System's sale.
The specific amount of a limited partner's distribution will be dependent upon a
limited partner's date of investment. Upon the successful completion of the
sale of the Yorba Linda System, which is expected to occur during the second
quarter of 1997, the Partnership will be liquidated and dissolved.
For the three months ended March 31, 1997, the Partnership generated net
cash from operating activities of $308,951, which is available to fund capital
expenditures and non-operating costs. The Partnership's capital expenditures
for the three months ended March 31, 1997 totaled approximately $301,000.
Approximately 51 percent of the expenditures related to construction of service
drops to subscribers' homes. Approximately 25 percent related to new plant
construction and approximately 14 percent of the expenditures related to the
purchase of converters. The remainder of the expenditures related to various
enhancements in the Yorba Linda System. Such expenditures were funded from cash
on hand and cash flow from operations. As a result of the pending sale of the
Yorba Linda System, remaining budgeted capital expenditures for 1997, which
total approximately $1,300,000, will be only for various enhancements necessary
to maintain the value of the Yorba Linda System until it is sold. These
expenditures will be funded from cash flow from operations and, if necessary and
in its discretion, advances from the General Partner. Depending upon the timing
of the closing of the sale of the Yorba Linda System, the Partnership likely
will make only the portion of budgeted capital expenditures scheduled to be made
during the Partnership's continued ownership of the Yorba Linda System.
At March 31, 1997, $12,630,125 was outstanding under the Partnership's term
loan agreement, which is payable in 24 consecutive quarterly installments that
began on March 31, 1997. A principal payment of $159,875 was paid on March 31,
1997. The next principal payment of $159,875 is due on June 30, 1997. The loan
will be repaid in full upon the sale of the Yorba Linda System. 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 Eurodollar option plus 1-
1/4 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
March 31, 1997 and 1996 were 6.79 percent and 6.91 percent, respectively.
The Partnership will rely on cash on hand, cash flow from operations and,
if necessary and in its discretion, advances from the General Partner to fund
capital expenditures and other liquidity needs of the Partnership until the
Yorba Linda System is sold.
7
<PAGE>
RESULTS OF OPERATIONS
- ---------------------
Revenues of the Partnership increased $198,550, or approximately 11
percent, to $2,060,680 for the three months ended March 31, 1997 from $1,862,130
for the comparable 1996 period. This increase in revenues was primarily due to
basic service rate increases, an increase in advertising activity and an
increase in the number of basic subscribers. Basic service rate increases
accounted for 41 percent of the increase in revenues and an increase in
advertising revenues accounted for approximately 24 percent of the increase in
revenues. The number of basic subscribers increased 499, or approximately 3
percent, to 17,222 subscribers at March 31, 1997 from 16,723 subscribers at
March 31, 1996. The increase in the number of basic subscribers accounted for
approximately 22 percent of the increase in revenues. No other individual
factor was significant to the increases in revenues.
Operating expenses consist primarily of costs associated with the operation
and 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 marketing expenses.
Operating expenses increased $100,570, or approximately 10 percent, to
$1,105,928 for the three months ended March 31, 1997 from $1,005,358 for the
comparable 1996 period. Operating expenses represented approximately 54 percent
of revenues for the three months ended March 31, 1997 and 1996. The increase in
operating expenses was primarily the result of increases in programming costs.
No other individual factor significantly affected the increase in operating
expenses.
The cable television industry generally measures the financial performance
of a cable television system in terms of operating cash flow (revenues less
operating expenses). 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 cash flow increased
$97,980, or approximately 11 percent, to $954,752 for the three months ended
March 31, 1997 from $856,772 for the comparable 1996 period. This increase was
due to the increase in revenues exceeding the increase in operating expenses.
Management fees and allocated administrative costs from the General Partner
increased $31,385, or approximately 14 percent, to $251,116 for the three months
ended March 31, 1997 from $219,731 for the comparable 1996 period. This
increase was primarily due to the increase in revenues, upon which such
management fees and allocations are based, and the timing of certain expenses
allocated from the General Partner.
Depreciation and amortization decreased $42,034, or approximately 4
percent, to $959,033 for the three months ended March 31, 1997 from $1,001,067
for the comparable 1996 period. The decrease was a result of the maturation of
a portion of the depreciable asset base.
Operating loss decreased $108,629, or approximately 30 percent, to $255,397
for the three months ended March 31, 1997 from $364,026 for the comparable 1996
period. This decrease was due to the increase in revenues and the decrease in
depreciation and amortization exceeding the increases in operating expenses and
management fees and allocated administrative costs from the General Partner.
Interest expense decreased $24,147, or approximately 10 percent to $215,222
for the three month period ended March 31, 1997 from $239,369 for the comparable
1996 period. This decrease was primarily due to lower outstanding balances and
lower effective interest rates on interest bearing obligations.
Net loss decreased by $132,620, or approximately 22 percent, to $470,544
for the three month period ended March 31, 1997 from $603,164 for the comparable
1996 period. This decrease was a 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
None
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: May 13, 1997
10
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 26,927
<SECURITIES> 0
<RECEIVABLES> 159,025
<ALLOWANCES> (12,212)
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 18,504,400
<DEPRECIATION> (7,189,330)
<TOTAL-ASSETS> 19,627,430
<CURRENT-LIABILITIES> 693,711
<BONDS> 12,630,125
0
0
<COMMON> 0
<OTHER-SE> 6,303,594
<TOTAL-LIABILITY-AND-EQUITY> 19,627,430
<SALES> 0
<TOTAL-REVENUES> 2,060,680
<CGS> 0
<TOTAL-COSTS> 2,316,077
<OTHER-EXPENSES> (75)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 215,222
<INCOME-PRETAX> (470,544)
<INCOME-TAX> 0
<INCOME-CONTINUING> (470,544)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (470,544)
<EPS-PRIMARY> (23.55)
<EPS-DILUTED> (23.55)
</TABLE>
