-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WTFcrhp1ueEz655Z/hfwVl8MrxYe5+3VH9Na/87JZU0Bq0U4yuhsr3n0NfBPOXnI flUGwyW6c+l0o1RLn+ScZQ== 0000927356-99-001398.txt : 19990817 0000927356-99-001398.hdr.sgml : 19990817 ACCESSION NUMBER: 0000927356-99-001398 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IDS JONES GROWTH PARTNERS 89-B LTD CENTRAL INDEX KEY: 0000849978 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 841060546 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-17734 FILM NUMBER: 99692846 BUSINESS ADDRESS: STREET 1: 9697 E MINERAL AVE PO BOX 3309 STREET 2: C/O JONES INTERCABLE INC CITY: ENGLEWOOD STATE: CO ZIP: 80155-3309 BUSINESS PHONE: 3037923111 MAIL ADDRESS: STREET 1: C/O JONES INTERCABLE INC STREET 2: 9697 E MINERAL AVE PO BOX 3309 CITY: ENGLEWOOD STATE: CO ZIP: 80155-3309 10-Q 1 SECOND QUARTER 10-Q FOR IDS/JONES GROWTH PARTNERS 89-B 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, 1999. ------------- [ ] 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: 0-17734 IDS/JONES GROWTH PARTNERS 89-B, LTD. - -------------------------------------------------------------------------------- Exact name of registrant as specified in its charter Colorado 84-1060546 - -------------------------------------------------------------------------------- State of organization I.R.S. employer I.D. # c/o Comcast Corporation 1500 Market Street, Philadelphia, PA 19102-2148 ----------------------------------------------- Address of principal executive office (215) 665-1700 ----------------------------- 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 ___ --- IDS/JONES GROWTH PARTNERS 89-B, LTD. ------------------------------------ (A Limited Partnership) UNAUDITED BALANCE SHEETS ------------------------
June 30, December 31, ASSETS 1999 1998 ------ ------------ ------------ Investment in cable television joint venture $ 356,885 $ 413,687 ------------ ------------ Total assets $ 356,885 $ 413,687 ============ ============ LIABILITIES AND PARTNERS' CAPITAL --------------------------------- LIABILITIES: Accounts payable and accrued liabilities $ 8,608 $ - ------------ ------------ Total liabilities 8,608 - ------------ ------------ PARTNERS' CAPITAL: General Partners- Contributed capital 500 500 Accumulated deficit (500) (500) ------------ ------------ - - ------------ ------------ Limited Partners- Contributed capital (63,383 units outstanding at June 30, 1999 and December 31, 1998) 12,623,901 12,623,901 Distributions (12,447,247) (12,447,247) Accumulated earnings 171,623 237,033 ------------ ------------ 348,277 413,687 ------------ ------------ Total liabilities and partners' capital $ 356,885 $ 413,687 ============ ============
The accompanying notes to unaudited financial statements are an integral part of these unaudited balance sheets. 2 IDS/JONES GROWTH PARTNERS 89-B, LTD. ------------------------------------ (A Limited Partnership) UNAUDITED STATEMENTS OF OPERATIONS ----------------------------------
For the Three Months Ended For the Six Months Ended June 30, June 30, --------------------------- -------------------------- 1999 1998 1999 1998 --------- --------- --------- --------- OTHER EXPENSE $ (8,608) $ - $ (8,608) $ - EQUITY IN NET INCOME (LOSS) OF CABLE TELEVISION JOINT VENTURE 28,221 (304,773) (56,802) (576,224) --------- --------- --------- --------- NET INCOME (LOSS) $ 19,613 $(304,773) $ (65,410) $(576,224) ========= ========= ========= ========= ALLOCATION OF NET INCOME (LOSS): General Partners $ - $ (3,047) $ - $ (5,762) ========= ========= ========= ========= Limited Partners $ 19,613 $(301,726) $ (65,410) $(570,462) ========= ========= ========= ========= NET INCOME (LOSS) PER LIMITED PARTNERSHIP UNIT $ .31 $ (4.76) $ (1.03) $ (9.00) ========= ========= ========= ========= WEIGHTED AVERAGE NUMBER OF LIMITED PARTNERSHIP UNITS OUTSTANDING 63,383 63,383 63,383 63,383 ========= ========= ========= =========
The accompanying notes to unaudited financial statements are an integral part of these unaudited statements. 3 IDS/JONES GROWTH PARTNERS 89-B, LTD. ------------------------------------ (A Limited Partnership) UNAUDITED STATEMENTS OF CASH FLOWS ----------------------------------
For the Six Months Ended June 30, ------------------------- 1999 1998 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (65,410) $ (576,224) Adjustments to reconcile net loss to net cash provided by operating activities: Equity in net loss of Cable Television Joint Venture 56,802 576,224 Increase in accounts payable and accrued liabilities 8,608 - ---------- ---------- Net cash provided by operating activities - - ---------- ---------- Net change in cash - - Cash, beginning of period - - ---------- ---------- Cash, end of period $ - $ - ========== ========== SUPPLEMENTAL CASH FLOW DISCLOSURE: Interest paid $ - $ - ========== ==========
The accompanying notes to unaudited financial statements are an integral part of these unaudited statements. 4 IDS/JONES GROWTH PARTNERS 89-B, LTD. (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 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 89-B, Ltd. (the "Partnership") at June 30, 1999 and December 31, 1998 and its Statements of Operations for the three and six month periods ended June 30, 1999 and 1998 and its Statements of Cash Flows for the six month periods ended June 30, 1999 and 1998. The Partnership owns a 24.4 percent interest in IDS/Jones Joint Venture Partners (the "Venture") through a capital contribution of $14,008,000 made in 1990. The Venture acquired the cable television system serving the communities of Aurora, North Aurora, Montgomery, Plano, Oswego, Sandwich, Yorkville and certain unincorporated areas of Kendall and Kane Counties, all in the State of Illinois (the "Aurora System") on May 31, 1990. As discussed below, the Venture sold the Aurora System on December 4, 1998. Jones Cable Corporation, a Colorado corporation, is the "Managing General Partner." The Partnership's investment in the Venture is accounted for using the equity method. At June 30, 1999, the Partnership had recorded an investment in the Venture of $356,885. On April 7, 1999, Comcast Corporation ("Comcast") completed the acquisition of a controlling interest in Jones Intercable, Inc. ("Intercable"). As of April 7, 1999, Comcast owned approximately 12.8 million shares of Intercable's Class A Common Stock and approximately 2.9 million shares of Intercable's Common Stock, representing approximately 37% of the economic interest and 47% of the voting interest in Intercable. Also on that date, Comcast contributed its shares in Intercable to Comcast's wholly owned subsidiary, Comcast Cable Communications, Inc. ("Comcast Cable"). The approximately 2.9 million shares of Common Stock of Intercable owned by Comcast represents approximately 57% of the outstanding Common Stock, which class of stock is entitled to elect 75% of the Board of Directors of Intercable. As a result of this transaction, Intercable is now a consolidated public company subsidiary of Comcast Cable. Also on April 7, 1999, the bylaws of Intercable were amended to establish the size of Intercable's Board of Directors as a range from eight to thirteen directors and the board was reconstituted so as to have eight directors and the following directors of Intercable resigned: Robert E. Cole, Josef J. Fridman, James J. Krejci, James B. O'Brien, Raphael M. Solot, Robert Kearney, Howard O. Thrall, Siim Vanaselja, Sanford Zisman and Glenn R. Jones. In addition, Donald L. Jacobs resigned as a director elected by the holders of Class A Common Stock and was elected by the remaining directors as a director elected by the holders of Common Stock. The remaining directors elected the following persons to fill the vacancies on the board created by such resignations: Ralph J. Roberts, Brian L. Roberts, John R. Alchin, Stanley Wang and Lawrence S. Smith. All of the newly elected directors, with the exception of Mr. Jacobs, are officers of Comcast. Also on April 7, 1999, the following executive officers of Intercable resigned: Glenn R. Jones, James B. O'Brien, Ruth E. Warren, Kevin P. Coyle, Cynthia A. Winning, Elizabeth M. Steele, Wayne H. Davis and Larry W. Kaschinske. The following persons were appointed as executive officers of Intercable on April 7, 1999: Ralph J. Roberts, Brian L. Roberts, Lawrence S. Smith, John R. Alchin and Stanley Wang. Comcast is principally engaged in the development, management and operation of broadband cable networks and in the provision of content through programming investments. Comcast Cable is principally engaged in the development, management and operation of broadband cable networks. The address of Comcast's principal office is 1500 Market Street, Philadelphia, Pennsylvania 19102-2148, which is also now the address of the principal office of Intercable and of the Managing General Partner. The address of Comcast Cable's principal office is 1201 Market Street, Suite 2201, Wilmington, Delaware 19801. (2) On December 4, 1998, the Venture sold the Aurora System, its only operating asset, to an unaffiliated party for a sales price of $108,500,000. The Venture repaid all of its indebtedness, settled working capital adjustments, deposited $3,283,500 into an interest-bearing indemnity escrow account and distributed remaining net sales proceeds of $51,374,610 to its four partners. The Partnership received $12,549,640, or 24.4 percent, of the $51,374,610 distribution. The Partnership in turn paid its remaining liabilities totaling $102,373 and then it distributed the remaining balance of $12,447,247 to its limited partners. The $3,283,500 of the sale proceeds placed in the interest-bearing indemnity escrow account will remain in escrow until November 15, 1999 as security for the Venture's agreement to indemnify the buyer under the asset purchase agreement. The Venture's primary exposure, if any, will relate to the representations and warranties made about the Aurora System in the asset purchase agreement. Any amounts remaining from this interest-bearing indemnity escrow account and not claimed by the buyer at the end of the escrow period, plus interest earned on escrowed funds, will be returned to the Venture. From this amount, the Venture will pay its remaining liabilities, which totaled $1,906,550 at June 30, 1999, and then the Venture will distribute the remaining balance, if any, to its four partners. From its share of this amount, the Partnership will retain funds necessary to cover the administrative expenses of the Partnership and it will then distribute the balance, if any, to the limited partners. The Partnership and the Venture will continue in existence at least until any amounts remaining from the interest-bearing indemnity escrow account have been distributed. (3) The Managing General Partner manages the Partnership and the Venture and received a fee for its services equal to 5 percent of the gross revenues of the Aurora System, excluding revenues from the sale of cable television systems or franchises, until its sale on December 4, 1998. The Managing General Partner has not received and will not receive a management fee after December 4, 1998. Management fees paid during the three and six month periods ended June 30, 1998 (reflecting the Partnership's 24.4 percent interest in the Venture) were $66,906 and $129,589, respectively. IDS Cable Corporation (the "Supervising General Partner") participated in certain management decisions of the Partnership and received a fee for its services equal to 1/2 percent of the Partnership's portion of the gross revenues of the Aurora System, excluding revenues from the sale of cable television systems or franchises. The Supervising General Partner has not received and will not receive a supervision fee after December 4, 1998. Supervision fees paid during the three and six month periods ended June 30, 1998 (reflecting the Partnership's 24.4 percent interest in the Venture) were $6,690 and $12,959, respectively. 5 The Venture will continue to reimburse Jones Intercable, Inc., the parent of the 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 Venture. Such services, and their related costs, are necessary to the administration of the Venture. Reimbursements made to Jones Intercable, Inc. by the Venture for overhead and administrative expenses during the three and six month periods ended June 30, 1999 (reflecting the Partnership's 24.4 percent interest in the Venture) were $2,609 and $3,857, respectively, as compared to $80,409 and $152,352, respectively, for the three and six month periods ended June 30, 1998. The Supervising General Partner may also be reimbursed for certain expenses incurred on behalf of the Venture. There were no reimbursements made to the Supervising General Partner during the three and six month periods ended June 30, 1999 and 1998. 6 (4) Financial information regarding the Venture is presented below. UNAUDITED BALANCE SHEETS ------------------------
June 30, 1999 December 31, 1998 ------------- ----------------- ASSETS ------ Proceeds from sale in escrow $ 3,369,692 $ 3,283,500 ----------- ----------- Total assets $ 3,369,692 $ 3,283,500 =========== =========== LIABILITIES AND PARTNERS' CAPITAL --------------------------------- Accounts payable and accrued liabilities $ 1,907,050 $ 1,588,062 Partners' contributed capital 57,344,709 57,344,709 Distributions (51,374,610) (51,374,610) Accumulated deficit (4,507,457) (4,274,661) ----------- ----------- Total liabilities and partners' capital $ 3,369,692 $ 3,283,500 =========== ===========
UNAUDITED STATEMENTS OF OPERATIONS ----------------------------------
For the Three Months Ended For the Six Months Ended June 30, June 30, ----------------------------- ---------------------------- 1999 1998 1999 1998 ---------- ----------- --------- ----------- Revenues $ - $ 5,484,098 $ - $10,622,039 Operating expenses - 2,977,427 - 5,757,426 Management and supervision fees and allocated overhead from General Partners - 631,168 - 1,208,607 Depreciation and amortization - 2,160,854 - 4,105,942 ---------- ----------- --------- ----------- Operating loss - (285,351) - (449,936) ---------- ----------- --------- ----------- Interest expense (24,839) (949,601) (56,879) (1,894,764) Interest income on escrowed proceeds 36,939 - 86,192 - Other, net 103,560 (14,120) (262,109) (16,876) ---------- ----------- --------- ----------- Net income (loss) $ 115,660 $ (1,249,072) $(232,796) $(2,361,576) ========== =========== ========= ===========
The Venture has not paid any management fees or supervision fees since the sale of the Aurora System on December 4, 1998. Management fees paid to the Managing General Partner by the Venture totaled $274,205 and $531,102, respectively, for the three and six months ended June 30, 1998. Supervision fees paid to the Supervising General Partner totaled $27,420 and $53,110, respectively, for the three and six months ended June 30, 1998. Reimbursements for overhead and administrative expenses paid to Jones Intercable, Inc. totaled $10,694 and $15,808, respectively, for the three and six months ended June 30, 1999 compared to $329,543 and $624,395, respectively, for the comparable 1998 periods. 7 IDS/JONES GROWTH PARTNERS 89-B, LTD. ------------------------------------ (A Limited Partnership) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND --------------------------------------------------------------- RESULTS OF OPERATIONS --------------------- FINANCIAL CONDITION - ------------------- The Partnership owns a 24.4 percent interest in the Venture. The Venture owned the Aurora System until its sale on December 4, 1998. The Partnership's investment in the Venture is accounted for under the equity method. The Partnership's investment in the Venture decreased by $56,802, which represents the Partnership's share of losses generated by the Venture during the six months ended June 30, 1999. On December 4, 1998, the Venture sold the Aurora System, its only operating asset, to an unaffiliated party for a sales price of $108,500,000. The Venture repaid all of its indebtedness, settled working capital adjustments, deposited $3,283,500 into an interest-bearing indemnity escrow account and distributed remaining net sales proceeds of $51,374,610 to its four partners. The Partnership received $12,549,640, or 24.4 percent, of the $51,374,610 distribution. The Partnership in turn paid its remaining liabilities totaling $102,393 and then it distributed the remaining balance of $12,447,247 to its limited partners. The $3,283,500 of the sale proceeds placed in the interest-bearing indemnity escrow account will remain in escrow until November 15, 1999 as security for the Venture's agreement to indemnify the buyer under the asset purchase agreement. The Venture's primary exposure, if any, will relate to the representations and warranties made about the Aurora System in the asset purchase agreement. Any amounts remaining from this interest-bearing indemnity escrow account and not claimed by the buyer at the end of the escrow period, plus interest earned on escrowed funds, will be returned to the Venture. From this amount, the Venture will pay its remaining liabilities, which totaled $1,906,550 at June 30, 1999, and then the Venture will distribute the remaining balance, if any, to its four partners. From its share of this amount, the Partnership will retain funds necessary to cover the administrative expenses of the Partnership and it will then distribute the balance, if any, to the limited partners. The Partnership and the Venture will continue in existence at least until any amounts remaining from the interest-bearing indemnity escrow account have been distributed. Because the Venture has sold all of its assets and further distributions, if any, will be made to the limited partners of record as of the closing date of the sale of the Venture's last remaining cable television system, new limited partners would not be entitled to any distributions from the Partnership and transfers of limited partnership interests would have no economic or practical value. The Managing General Partner therefore has determined, in accordance with the authority granted to it under Section 3.5 of the Partnership's limited partnership agreement, that it will not process any transfers of limited partnership interests in the Partnership during the remainder of the Partnership's term. RESULTS OF OPERATIONS - --------------------- The Venture sold its Aurora System on December 4, 1998 and ceased operations as of such date. Because the Aurora System was the Venture's only operating asset, a discussion of results of operations would not be meaningful. The Venture incurred other expenses totaling $262,109 in the first six months of 1999, which related to various costs associated with the sale of the Aurora System. The Venture and the Partnership will be liquidated and dissolved upon the final distribution of any amounts remaining from the interest-bearing indemnity escrow account. 8 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 7, 1999, filed on April 15, 1999, reported that on April 7, 1999, Comcast Corporation completed the acquisition of a controlling interest in Jones Intercable, Inc., the parent of the Managing General Partner. 9 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 89-B, LTD. BY: JONES CABLE CORPORATION, its Managing General Partner By: /S/ Lawrence S. Smith ---------------------------------------- Lawrence S. Smith Principal Accounting Officer By: /S/ Joseph J. Euteneuer ---------------------------------------- Joseph J. Euteneuer Vice President (Authorized Officer) Dated: August 16, 1999 10 EX-27 2 FINANCIAL DATA SCHEDULE
5 1 6-MOS DEC-31-1999 JAN-01-1999 JUN-30-1999 0 0 0 0 0 0 0 0 356,885 8,608 0 0 0 0 348,277 356,885 0 0 0 0 65,410 0 0 (65,410) 0 (65,410) 0 0 0 (65,410) (1.03) (1.03)
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