<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, 1998
[ ] 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
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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 1998 1997
------ ------------ -------------
<S> <C> <C>
CASH $ 679,997 $ 692,589
TRADE RECEIVABLES, less allowance
for doubtful receivables of $13,061 and $14,081 at
March 31, 1998 and December 31, 1997, respectively 36,396 179,261
INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment, at cost 20,241,348 19,916,370
Less- accumulated depreciation (9,165,263) (8,649,910)
----------- -----------
11,076,085 11,266,460
Franchise costs and other intangible assets, net of
accumulated amortization of $11,618,641 and
$11,212,324 at March 31, 1998 and
December 31, 1997, respectively 6,271,747 6,678,064
----------- -----------
Total investment in cable television properties 17,347,832 17,944,524
DEBT PLACEMENT COSTS, net of accumulated
amortization of $222,675 and $213,332 at
March 31, 1998 and December 31, 1997, respectively 60,730 70,073
DEPOSITS, PREPAID EXPENSES AND OTHER 125,710 137,138
----------- -----------
Total assets $18,250,665 $19,023,585
=========== ===========
</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 II L.P.
-----------------------------
(A Limited Partnership)
UNAUDITED BALANCE SHEETS
------------------------
<TABLE>
<CAPTION>
March 31, December 31,
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) 1998 1997
------------------------------------------- ------------- -------------
<S> <C> <C>
LIABILITIES:
Term loan $ 11,830,750 $ 12,150,500
General Partner advances 162,217 12,752
Trade accounts payable and accrued liabilities 382,773 475,858
Subscriber prepayments and deposits 143,938 267,164
------------ ------------
Total liabilities 12,519,678 12,906,274
------------ ------------
PARTNERS' CAPITAL (DEFICIT):
General Partner-
Contributed capital 1,000 1,000
Accumulated deficit (113,496) (109,633)
------------ ------------
(112,496) (108,633)
------------ ------------
Limited Partners-
Contributed capital, net of related
commissions, syndication costs and
interest distribution (19,785 units
outstanding at March 31, 1998 and
December 31, 1997) 16,746,882 16,746,882
Accumulated deficit (10,903,399) (10,520,938)
------------ ------------
5,843,483 6,225,944
------------ ------------
Total partners' capital (deficit) 5,730,987 6,117,311
------------ ------------
Total liabilities and partners' capital (deficit) $ 18,250,665 $ 19,023,585
============ ============
</TABLE>
The accompanying notes to unaudited financial statements
are an integral part of these unaudited balance sheets.
3
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JONES GROWTH PARTNERS II L.P.
-----------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF OPERATIONS
----------------------------------
<TABLE>
<CAPTION>
For the Three Months Ended
March 31,
----------------------------
1998 1997
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<S> <C> <C>
REVENUES $2,056,302 $2,060,680
COSTS AND EXPENSES:
Operating expenses 1,043,457 1,105,928
Management fees to the General Partner and allocated
administrative costs from Jones Intercable, Inc. 223,594 251,116
Depreciation and amortization 948,692 959,033
---------- ----------
OPERATING LOSS (159,441) (255,397)
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OTHER INCOME (EXPENSE):
Interest expense (214,826) (215,222)
Other, net (12,057) 75
---------- ----------
NET LOSS $ (386,324) $ (470,544)
========== ==========
ALLOCATION OF NET LOSS
General Partner $ (3,863) $ (4,705)
========== ==========
Limited Partners $ (382,461) $ (465,839)
========== ==========
NET LOSS PER LIMITED
PARTNERSHIP UNIT $ (19.33) $ (23.55)
========== ==========
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,
----------------------------
1998 1997
------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(386,324) $(470,544)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Depreciation and amortization 948,692 959,033
Decrease in trade accounts receivable 142,865 21,301
Increase in deposits, prepaid expenses and other (6,251) (25,773)
Increase (decrease) in General Partner advances 149,465 (18,931)
Decrease in trade accounts payable and accrued liabilities
and subscriber prepayments and deposits (216,311) (156,135)
--------- ---------
Net cash provided by operating activities 632,136 308,951
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of plant and equipment, net (324,978) (301,363)
--------- ---------
Net cash used in investing activities (324,978) (301,363)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of borrowings (319,750) (190,952)
--------- ---------
Net cash used in financing activities (319,750) (190,952)
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DECREASE IN CASH (12,592) (183,364)
CASH, AT BEGINNING OF PERIOD 692,589 210,331
--------- ---------
CASH, AT END OF PERIOD $ 679,997 $ 26,967
========= =========
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 208,255 $ 247,786
========= =========
</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 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 II L.P. (the "Partnership") at March 31, 1998 and December 31,
1997, and its results of operations and statements of cash flows for the three
month periods ended March 31, 1998 and 1997. Results of operations for these
periods are not necessarily indicative of results to be expected for the full
year.
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 Partnership owned and operated 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") until it was sold on April 30, 1998. See
Note 2.
(2) On April 30, 1998, the Partnership sold its Yorba Linda System to an
unaffiliated party for a sales price of $36,000,000, subject to normal closing
adjustments. From the sale proceeds, the Partnership repaid its outstanding term
loan balance of $11,830,750, will settle working capital adjustments and then
the Partnership will distribute, by the end of May 1998, the $24,305,196 net
sale proceeds to its limited partners. The distribution from the sale of the
Yorba Linda System will provide the limited partners of the Partnership, as a
group, $24,305,196, or from $1,176 to $1,284 for each $1,000 partnership
interest. The specific amount of a limited partner's distribution will be
dependent upon a limited partner's date of investment. 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 a
general partner distribution from the sale proceeds of the Yorba Linda System.
The sale was approved by the holders of a majority of the limited partnership
interests in the Partnership. The Partnership will be liquidated and dissolved
upon the completion of the distribution from the sale of the Yorba Linda System.
(3) Certain prior year amounts have been reclassified to conform to 1998
presentation.
6
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JONES GROWTH PARTNERS II L.P.
-----------------------------
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
FINANCIAL CONDITION
- -------------------
On April 30, 1998, the Partnership sold its Yorba Linda System to an
unaffiliated party for a sales price of $36,000,000, subject to normal closing
adjustments. From the sale proceeds, the Partnership repaid its outstanding
term loan balance of $11,830,750, will settle working capital adjustments and
then the Partnership will distribute, by the end of May 1998, the $24,305,196
net sale proceeds to its limited partners. The distribution from the sale of
the Yorba Linda System will provide the limited partners of the Partnership, as
a group, $24,305,196, or from $1,176 to $1,284 for each $1,000 partnership
interest. The specific amount of a limited partner's distribution will be
dependent upon a limited partner's date of investment. 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 a
general partner distribution from the sale proceeds of the Yorba Linda System.
The sale was approved by the holders of a majority of the limited partnership
interests in the Partnership. The Partnership will be liquidated and dissolved
upon the completion of the distribution from the sale of the Yorba Linda System.
RESULTS OF OPERATIONS
- ---------------------
The Partnership sold its Yorba Linda System on April, 30, 1998. The
Partnership will be dissolved before the end of 1998.
7
<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
Report on Form 8-K dated April 30, 1998, reported that on April 30,
1998, Jones Growth Partners II L.P. sold its Yorba Linda System to an
unaffiliated third party for a sale price of $36,000,000, subject to
customary closing adjustments.
8
<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, 1998
9
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 679,997
<SECURITIES> 0
<RECEIVABLES> 36,396
<ALLOWANCES> (13,061)
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 20,241,348
<DEPRECIATION> (9,165,263)
<TOTAL-ASSETS> 18,250,665
<CURRENT-LIABILITIES> 688,928
<BONDS> 11,830,750
0
0
<COMMON> 0
<OTHER-SE> 5,730,987
<TOTAL-LIABILITY-AND-EQUITY> 18,250,665
<SALES> 0
<TOTAL-REVENUES> 2,056,302
<CGS> 0
<TOTAL-COSTS> 2,215,743
<OTHER-EXPENSES> 12,057
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 214,826
<INCOME-PRETAX> (386,324)
<INCOME-TAX> 0
<INCOME-CONTINUING> (386,324)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (386,324)
<EPS-PRIMARY> (19.33)
<EPS-DILUTED> (19.33)
</TABLE>
