ITEM 1. BUSINESS
THE PARTNERSHIP. Jones Growth Partners L.P. (the "Partnership") is a Colorado limited partnership that was formed to acquire, own and operate cable television systems in the United States. Jones Spacelink Cable Corporation, a Colorado corporation, is the managing general partner (the "Managing General Partner") and Growth Partners Inc., a Delaware corporation, is the associate general partner (the "Associate General Partner") of the Partnership. Until December 20, 1994, the date Jones Intercable, Inc. ("Intercable") acquired substantially all of the assets of Jones Spacelink, Ltd. ("Spacelink"), the Managing General Partner was a wholly owned subsidiary of Spacelink. As a result of Intercable's acquisition of Spacelink's assets, the Managing General Partner became a wholly owned subsidiary of Intercable. Intercable is a Colorado corporation engaged in the business of owning and operating cable television systems. The Associate General Partner is an affiliate of Lehman Brothers Inc. The Partnership owns the cable television systems serving the communities of Addison, Glen Ellyn, Warrenville, West Chicago, Wheaton, St. Charles, Geneva, Winfield and certain portions of unincorporated DuPage and Kane Counties, all in the State of Illinois (the "Wheaton System"). See Item 2.
ITEM 2. PROPERTIES
The Partnership owned only one cable television system at December 31, 1994, the Wheaton System, which was acquired in October 1989.
The following sets forth (i) the monthly basic plus service rates charged to subscribers, (ii) the number of basic subscribers and pay units and (iii) the range of franchise expiration dates for the Wheaton System. The monthly basic service rates set forth herein represent, with respect to systems with multiple headends, the basic service rate charged to the majority of the subscribers within the Wheaton System. While the charge for basic plus service may have increased in 1993 in some cases as a result of the FCC's rate regulations, overall revenues may have decreased due to the elimination of charges for additional outlets and certain equipment. In cable television systems, basic subscribers can subscribe to more than one pay TV service. Thus, the total number of pay services subscribed to by basic subscribers are called pay units. As of December 31, 1994, the Wheaton System operated approximately 1,300 miles of cable plant, passing approximately 80,000 homes, representing an
approximate 60% penetration rate. Figures for numbers of subscribers, miles of cable plant and homes passed are compiled from the Managing General Partner's records and may be subject to adjustments.
Franchise expiration dates range from April 1996 to October 2005.
PROGRAMMING SERVICES
Programming services provided by the Wheaton System include local affiliates of the national broadcast networks, local independent broadcast channels, the traditional satellite services (e.g., American Movie Classics, Arts & Entertainment, Black Entertainment Network, C-SPAN, The Discovery Channel, Lifetime, Entertainment Sports Network, Home Shopping Network, Mind Extension University, Music Television, Nickelodeon, Turner Network Television, The Nashville Network, Video Hits One, and superstations WOR, WGN and TBS. The Wheaton System also provides a selection of premium channel programming (e.g., Cinemax, Encore, Home Box Office, Showtime and The Movie Channel).
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II.
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER MATTERS
While the Partnership's interests are publicly held, there is no established public market for the interests, and it is not expected that such a market will develop in the future. As of February 15, 1995, the approximate number of equity security holders in the Partnership was 9,209.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
1994 Compared to 1993 -
Revenues of the Partnership for the year ended December 31, 1994 totalled $19,615,180, compared to $19,354,715 in 1993, an increase of $260,465, or approximately 1 percent. Increases in basic subscribers primarily accounted for the increase in revenues. The Partnership added 3,531 basic subscribers in 1994, an increase of approximately 8 percent. Basic subscribers totalled 45,884 at December 31, 1993, compared to 49,415 at December 31, 1994. Increases in advertising revenue also contributed to the increase in revenue. The increase in revenues would have been greater if not for the reduction in basic rates due to basic rate regulations issued by the FCC in April 1993 and February 1994, with which the Partnership complied effective September 1993 and July 1994, respectively.
Operating, general and administrative expenses increased $830,868, or approximately 8 percent, from $10,882,377 in 1993 to $11,713,245 in 1994. Operating, general and administrative expenses represented approximately 56 percent and 59 percent, respectively, of revenues in 1993 and 1994. The total increase in operating, general and administrative expenses for the year ended December 31, 1994 as compared to the prior year was the result of increases in programming fees, system office costs and advertising sales related costs and was partially offset by a decrease in copyright related costs. No other individual factor significantly affected the increase in operating, general and administrative expense for the period.
Management and supervisory fees to the Managing and Associate General Partners and allocated administrative costs from the Managing General Partner decreased $129,798, or approximately 4 percent, from $2,782,634 in 1993 to $2,652,836 in 1994. This decrease is primarily the result of a decrease in the allocated administrative costs, which was the result of a change in the Managing General Partner's allocation methodology (Note 3).
Operating income before depreciation and amortization expense decreased $440,605, or approximately 8 percent, from $5,689,704 in 1993 to $5,249,099 in 1994 as a result of the increases in operating, general and administrative expenses exceeding the increases in revenues and the decreases in management and supervisory fees to the
Managing and Associate General Partners and allocated administrative costs from the Managing General Partner. The decrease in operating income before depreciation and amortization reflects the current operating environment of the cable television industry. The FCC rate regulations under the 1992 Cable Act have caused revenues to increase more slowly than otherwise would have been the case. In turn, this has caused certain expenses which are a function of revenue, such as franchise fees, copyright fees and management fees, to increase more slowly than in prior years. However, other operating costs such as programming fees, salaries and benefits, and marketing costs as well as other costs incurred by the Managing General Partner, which are allocated to the Partnership, continue to increase at historical rates. This situation has led to reductions in operating income before depreciation and amortization as a percent of revenue ("Operating Margin"). Such reductions in Operating Margins may continue in the near term as the Partnership and the Managing General Partner incur cost increases due to, among other things, increases in programming fees, compliance costs associated with reregulation and competition, that exceed increases in revenue. The Managing General Partner will attempt to mitigate a portion of these reductions through (a) new service offerings, (b) product re-marketing and re-packaging and (c) marketing efforts targeted at non-subscribers.
Interest expense increased $347,558, or approximately 19 percent, from $1,803,227 in 1993 to $2,150,785 in 1994. This increase in interest expense is primarily due to higher average interest rates charged on interest bearing obligations and was partially offset by lower average outstanding balances on interest bearing obligations during 1994 as compared to 1993.
Net loss increased $717,772, or approximately eight percent, from $8,926,720 in 1993 to $9,644,492 in 1994. These losses are the result of the factors discussed above, and are expected to continue.
1993 Compared to 1992 -
Revenues of the Partnership for the year ended December 31, 1993 totaled $19,354,715, an increase of $1,077,777, or approximately 6 percent, over the amount reported in 1992. Of the total increase in revenues for the year ended December 31, 1993, approximately $832,000 related to an increase in basic service revenues, and approximately $132,000 related to an increase in advertising revenue. The increase in basic service revenues can be attributed primarily to an increase in the number of basic subscribers and basic service rate adjustments in the Wheaton System. The increase in basic subscribers and basic service rate adjustments accounted for approximately 56 percent and 44 percent, respectively, of the increase in total basic service revenues for the year ended December 31, 1993 as compared to the amounts reported in the similar period. The increase in revenues would have been greater if not for the reduction in basic rates due to basic rate regulations issued by the FCC in April 1993 with which the Partnership complied effective September 1, 1993.
Operating, general and administrative expenses increased $127,716, or approximately one percent, from $10,754,661 in 1992 to $10,882,377 in 1993. Operating, general and administrative expenses represented approximately 59 percent and 56 percent, respectively, of revenues in 1992 and 1993. The total increase in operating, general and administrative expenses for the year ended December 31, 1993 as compared to the prior year was the result of increases in programming fees, marketing costs and advertising sales related costs and was partially offset by a decrease in personnel related costs. No other individual factor significantly affected the increase in operating, general and administrative expenses for the periods discussed above.
Management and supervisory fees to the Managing and Associate General Partners and allocated administrative costs from the Managing General Partner increased $195,777, or approximately eight percent, from $2,586,857 in 1992 to $2,782,634 in 1993. This increase was primarily the result of the 6 percent increase in revenues for the year ended December 31, 1993, as compared to 1992, upon which the management and supervisory fees and allocated administrative costs are calculated.
Operating income before depreciation and amortization expense increased $754,284, or approximately 15 percent, from $4,935,420 in 1992 to $5,689,704 in 1993 as a result of the increase in revenues, which was partially offset by the increases in operating, general and administrative expenses and management and supervisory fees from the Managing and Associate General Partners and allocated administrative costs from the Managing General Partner.
Interest expense decreased $267,493, or approximately 13 percent, from $2,070,720 in 1992 to $1,803,227 in 1993. This decrease in interest expense was primarily due to lower average interest rates charged on interest bearing
obligations and was partially offset by higher outstanding balances on interest bearing obligations during 1993 as compared to 1992.
Net loss decreased $612,223, or approximately 6 percent, from $9,538,943 in 1992 to $8,926,720 in 1993. These losses were a result of the factors discussed above.
Financial Condition
For the year ended December 31, 1994, the Partnership generated operating income before depreciation and amortization of $5,249,099 and incurred interest expense totalling $2,150,785, leaving $3,098,314 to fund capital expenditures, principal payments and other non-operating costs. During 1994, the Partnership spent approximately $3,475,000 for capital expenditures for its cable television operations serving the communities in the Wheaton System. Approximately 50 percent of these expenditures related to cable, hardware and labor for new subscriber installations, to extend the cable plant to serve additional customers and to replace equipment in the Wheaton System. Approximately 11 percent was for the replacement of converters, and the remainder of these expenditures was for various enhancements. Capital expenditures for 1995 are expected to be approximately $3,378,000 and will be financed from cash flow from operations and borrowings from the Partnership's new revolving credit facility. Approximately 53 percent of these expenditures will relate to cable, hardware and labor to extend the cable plant to serve additional customers, to make additional subscriber installations, and to replace equipment in the Wheaton System, approximately 13 percent will relate to the replacement of converters and the remainder of these expenditures will relate to various other enhancements. The Managing General Partner presently believes cash flow from operations and borrowings available from the new revolving credit facility will be sufficient to fund capital expenditures and interest payments and other liquidity needs of the Partnership over the near-term.
At June 30, 1993, the Partnership's former revolving credit facility converted to a term loan. The outstanding balance of $33,580,000 was repaid in December 1994 with borrowings from a new $36,000,000 revolving credit facility. The new revolving credit facility converts to a term loan on December 31, 1996, at which time the then-outstanding balance is payable in quarterly installments through December 30, 2002. At December 31, 1994, $35,000,000 was outstanding under the new agreement leaving $1,000,000 available for future needs of the Partnership. Interest on the outstanding principal balance is at the Partnership's option of Prime plus 1/4 percent or the London Interbank Offered Rate plus 1-1/4 percent. A fee of 3/8 of one percent per annum on the unused portion of the new commitment is also required.
On January 12, 1993, the Partnership entered into an interest rate cap agreement covering outstanding debt obligations of $20,000,000. The Partnership paid a fee of $194,000 for the rate cap agreement. The agreement protects the Partnership from LIBOR interest rates that exceed 7 percent for three years from the date of the agreement.
Regulation and Legislation
On October 5, 1992, Congress enacted the Cable Television Consumer Protection and Competition Act of 1992 (the "1992 Cable Act"), which became effective on December 4, 1992. The 1992 Cable Act generally allows for a greater degree of regulation of the cable television industry. In April 1993, the FCC adopted regulations governing rates for basic and non-basic services. These regulations became effective on September 1, 1993. Such regulations caused reductions in rates for certain regulated services. On February 22, 1994, the FCC adopted several additional rate orders including an order which revised its earlier-announced regulatory scheme with respect to rates. The Partnership has filed a cost-of-service showing for its Wheaton System and thus anticipates no further reductions in rates. The cost-of-service showing has not yet received final approval from franchising authorities, however, and there can be no assurance that the Partnership's cost-of-service showing will prevent further rate reductions until such final approval is received. See Item 1 for further discussion of the provisions of the 1992 Cable Act and the FCC regulations promulgated thereunder.
Item 8.
Item 8. FINANCIAL STATEMENTS
JONES GROWTH PARTNERS L.P.
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1994 AND 1993
AND FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
INDEX
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners of Jones Growth Partners L.P.:
We have audited the accompanying balance sheets of Jones Growth Partners L.P. (a Colorado limited partnership ) as of December 31, 1994 and 1993, and the related statements of operations, partners' capital (deficit) and cash flows for each of the three years in the period ended December 31, 1994. These financial statements are the responsibility of the Managing General Partner's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Jones Growth Partners L.P. as of December 31, 1994 and 1993, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1994, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Denver, Colorado, March 8, 1995.
JONES GROWTH PARTNERS L.P. (A Limited Partnership)
BALANCE SHEETS
ASSETS
The accompanying notes to financial statements are an integral part of these balance sheets.
JONES GROWTH PARTNERS L.P. (A Limited Partnership)
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
The accompanying notes to financial statements are an integral part of these balance sheets.
JONES GROWTH PARTNERS L.P. (A Limited Partnership)
STATEMENTS OF OPERATIONS
The accompanying notes to financial statements are an integral part of these statements.
JONES GROWTH PARTNERS L.P. (A Limited Partnership)
STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
The accompanying notes to financial statements are an integral part of these statements.
JONES GROWTH PARTNERS L.P. (A Limited Partnership)
STATEMENTS OF CASH FLOWS
The accompanying notes to financial statements are an integral part of these statements.
JONES GROWTH PARTNERS L.P. (A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
(1) ORGANIZATION AND PARTNERS' INTERESTS:
Formation and Business
Jones Growth Partners L.P. (the "Partnership"), a Colorado limited partnership, was formed on June 14, 1989, pursuant to a public offering of limited partnership interests sponsored by Jones Spacelink Cable Corporation. The Partnership was formed to acquire, construct, develop and operate cable television systems. Jones Spacelink Cable Corporation is the "Managing General Partner" and, until December 20, 1994, was is a wholly owned subsidiary of Jones Spacelink, Ltd. ("Spacelink"). Growth Partners Inc. is the "Associate General Partner" and is an affiliate of Lehman Brothers Inc. On December 20, 1994, Jones Intercable, Inc. ("Intercable"), a Colorado corporation that was a subsidiary of Spacelink, acquired substantially all of the assets of Spacelink, including the shares of Jones Spacelink Cable Corporation, which as a result on that date became a wholly owned subsidiary of Intercable. The Managing General Partner 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.
Contributed Capital
The capitalization of the Partnership is set forth in the accompanying Statements of Partners' Capital (Deficit). No limited partner is obligated to make any additional contributions to partnership capital.
The Managing General Partner and the Associate General Partner purchased their general partner interests in the Partnership by contributing $500 each to partnership capital. Also, in March 1990, the Managing General Partner purchased approximately one percent of the limited partner interests sold.
Cable Television System Owned by the Partnership
On October 4, 1989, the Partnership purchased the cable television systems serving the municipalities of Addison, Glen Ellyn, St. Charles, Warrenville, West Chicago, Wheaton, Winfield and Geneva, and certain portions of unincorporated areas of DuPage and Kane counties, all in the State of Illinois (the "Wheaton System").
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Accounting Records
The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles. The Partnership's tax returns are also prepared on the accrual basis.
Property, Plant and Equipment
Depreciation of property, plant and equipment is provided primarily using the straight-line method over the following estimated service lives:
Replacements, renewals and improvements are capitalized and maintenance and repairs are charged to expense as incurred.
Allocation of Cost of Purchased Cable Television Systems
Based on an independent appraisal, the Partnership allocated the total purchase price of the Wheaton System acquired as follows: first, to the fair value of net tangible assets acquired; second, to franchise costs in an amount equal to the estimated value of franchise agreements; third, to subscriber lists; and fourth, to costs in excess of interests in net assets purchased. Other acquisition costs were capitalized and charged to investment in cable television properties in the accompanying balance sheets.
Intangible Assets
Costs assigned to intangible assets are being amortized using the straight-line method over the following estimated useful lives:
Revenue Recognition
Subscriber prepayments are initially deferred and recognized as revenue when earned.
(3) TRANSACTIONS WITH THE ASSOCIATE GENERAL PARTNER, MANAGING GENERAL PARTNER AND CERTAIN OF ITS AFFILIATES:
Management Fees, Distribution Ratios and Reimbursements
The Managing General Partner manages the Partnership and receives a fee for its services equal to five percent of the gross revenues of the Partnership, excluding revenues from the sale of cable television systems or franchises. Management fees paid to the Managing General Partner by the Partnership for the years ended December 31, 1994, 1993 and 1992 were $980,759, $967,736, and $913,847, respectively. The Associate General Partner participates with the Managing General Partner in certain management decisions affecting the Partnership and receives a supervisory fee of the lesser of one percent of the gross revenues of the Partnership, excluding revenues from the sale of cable television systems or franchises, or $200,000 accrued monthly and payable annually. Supervisory fees accrued to the Associate General Partner by the Partnership for the year ended December 31, 1994 were $196,152. Such fees were paid in January 1995. Supervisory fees paid to the Associate General Partner by the Partnership for the years ended December 31, 1993 and 1992 were $193,547 and $182,769, respectively.
Any Partnership distributions made from cash flow (defined as cash receipts derived from operations, less debt principal and interest payments and cash expenses) are allocated 99 percent to the limited partners and one percent to the Managing General Partner. Distributions from cash flow have not been made and are not anticipated. Proceeds from the sale or refinancing of a cable television system would be distributed generally as follows: first, to the partners until they have received an amount equal to their initial capital contributions (as reduced by all prior distributions other than distributions from cash flow); second, to the limited partners until they have received a liquidation preference equal to 8 percent per annum, cumulative and noncompounded, on an amount equal to their initial capital contributions, less any portion of such capital contributions which has been returned to the limited partners from prior sale or refinancing proceeds, as determined for any particular year; provided that such cumulative return will be reduced by all prior distributions of cash flow from operations and prior distributions of proceeds of sales or refinancings of the cable television systems. The balance will be allocated 75 percent to the limited partners, 15 percent to the Managing General Partner and 10 percent to the Associate General Partner. No such distributions have yet been made.
The Partnership reimburses the Managing General Partner and certain of its subsidiaries for certain allocated general and administrative costs. These expenses include salaries and benefits paid to 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 Managing General Partner and certain of its affiliates with respect to each partnership managed. Remaining expenses are allocated based upon the pro rata relationship of the Partnership's revenues to the total revenues of all cable television systems owned or managed by the Managing General Partner and certain of its affiliates, and/or the costs of assets managed for the Partnership. Effective December 1, 1993, the allocation method was changed to be based only on revenue, which the Managing General Partner believes provides a more accurate method of allocation. All cable television systems owned or managed by the Managing General Partner and certain of its affiliates are allocated a proportionate share of these expenses. Included in the costs allocated from the Managing General Partner and certain of its affiliates are expenses allocated to the Managing General Partner and certain of its affiliates from affiliated entities for information processing and administrative services. The Managing General Partner believes that the methodology used in allocating general and administrative costs is reasonable. Reimbursements by the Partnership to the Managing General Partner for allocated general and administrative costs for the years ended December 31, 1994, 1993 and 1992 were $1,475,925, $1,465,872, and $1,342,750, respectively.
Payments to/from Affiliates for Programming Services
The Partnership receives programming from Product Information Network, Superaudio, The Mind Extension University and Jones Computer Network, affiliates of the Managing General Partner. Payments to Superaudio by the Partnership for the years ended December 31, 1994, 1993 and 1992 totaled $28,415, $27,910 and $26,871, respectively. Payments to The Mind Extension University for the years ended December 31, 1994, 1993 and 1992 totaled $25,748, $16,242 and $15,395, respectively. Payments to Jones Computer Network, which initiated service in 1994, totaled $10,683 in 1994. The Partnership receives a commission from Product Information Network based on a percentage of advertising revenue and number of subscribers. Product Information Network, which initiated service in 1994, paid commissions to the Partnership totalling $32,863 in 1994.
(4) PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment as of December 31, 1994 and 1993, consisted of the following:
(5) DEBT:
At June 30, 1993, the Partnership's former revolving credit facility converted to a term loan. The outstanding balance of $33,580,000 was repaid in December 1994 with borrowings from a new $36,000,000 revolving credit facility. The new revolving credit facility converts to a term loan on December 31, 1996, at which time the then-outstanding balance is payable in quarterly installments through December 30, 2002. At December 31, 1994, $35,000,000 was outstanding under the new agreement, leaving $1,000,000 available for future needs of the Partnership. Interest on the outstanding principal balance is at the Partnership's option of Prime plus 1/4 percent or the London Interbank Offered Rate plus 1-1/4 percent. A fee of 3/8 of one percent per annum on the unused portion of the new commitment is also required. At December 31, 1994, the Partnership was paying an average rate of 7.22 percent on the total outstanding borrowings under its credit facility.
Total Partnership debt consists of the following:
On January 12, 1993, the Partnership entered into an interest rate cap agreement covering outstanding debt obligations of $20,000,000. The Partnership paid a fee of $194,000. The agreement protects the Partnership from LIBOR interest rates that exceed 7 percent for three years from the date of the agreement. The fee will be charged to interest expense over the life of the agreement using the straight-line method.
Installments due on all debt principal for the five years in the period ending December 31, 1999 and thereafter, respectively, are: $73,710, $73,710, $3,573,709, $4,224,570, $5,250,000 and 22,050,000.
(6) INCOME TAXES:
Income taxes have not been recorded in the accompanying financial statements because they accrue directly to the partners. The Federal and state income tax returns of the Partnership are prepared and filed by the Managing General Partner.
The Partnership's tax returns, the qualification of the Partnership as such for tax purposes, and the amount of distributable income or loss are subject to examination by Federal and state taxing authorities. If such examinations result in changes with respect to the Partnership's qualification as such, or in changes with respect to the Partnership's recorded income or loss, the tax liability of the Managing General Partner and limited partners would likely be changed accordingly.
Taxable loss to the Partners is different from that reported in the statements of operations due to the difference in depreciation recognized under generally accepted accounting principles and the expense allowed for tax purposes under the Modified Accelerated Cost Recovery System (MACRS). There are no other significant differences between taxable loss and the net loss reported in the statements of operations.
(7) COMMITMENTS AND CONTINGENCIES:
On October 5, 1992, Congress enacted the Cable Television Consumer Protection and Competition Act of 1992 (the "1992 Cable Act") which became effective on December 4, 1992. The 1992 Cable Act generally allows for a greater degree of regulation of the cable television industry. In April 1993, the Federal Communications Commission (the "FCC") adopted regulations governing rates for basic and non-basic services. These regulations became effective on September 1, 1993. Such regulations caused reductions in rates for certain regulated services. On February 22, 1994, the FCC adopted several additional rate orders including an order which revised its earlier-announced regulatory
scheme with respect to rates. The Partnership has filed a cost-of-service showing in the Wheaton System and anticipates no further reductions in rates in that system. The cost-of-service showing has not yet received final approval from franchising authorities, however, and there can be no assurance that the Partnership's cost-of-service showing will prevent further rate reductions until such final approval is received.
The Partnership rents office and other facilities under various long-term lease arrangements. Rent paid under such lease arrangements totaled $319,495, $310,788, and $256,179, for the years ended December 31, 1994, 1993 and 1992, respectively. Future minimum lease payments, as of December 31, 1994, under noncancelable operating leases for the five years in the period ending December 31, 1999, and thereafter are as follows:
(8) SUPPLEMENTARY PROFIT AND LOSS INFORMATION:
Supplementary profit and loss information for the respective periods is presented below:
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III.
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Partnership itself has no officers or directors. Certain information concerning the directors and executive officers of the Managing General Partner is set forth below.
Mr. Glenn R. Jones has served as Chief Executive Officer of the Managing General Partner since its inception in November 1988. Mr. Glenn R. Jones has served as Chairman of the Board of Directors and Chief Executive Officer of Intercable since its formation in 1970, and he was President from June 1984 until April 1988. Mr. Jones was elected a member of the Executive Committee of the Board of Directors in April 1985. Mr. Jones is the sole shareholder, President and Chairman of the Board of Directors of Jones International, Ltd. He is also Chairman of the Board of Directors of the subsidiaries of Intercable and of certain other affiliates of Intercable. Mr. Jones has been involved in the cable television business in various capacities since 1961, is a past and present member of the Board of Directors of the National Cable Television Association, and is a former member of its Executive Committee. Mr. Jones is a past director and member of the Executive Committee of C-Span. Mr. Jones has been the recipient of several awards including the Grand Tam Award in 1989, the highest award from the Cable Television Administration and Marketing Society; the Chairman's Award from the Investment Partnership Association, which is an association of sponsors of public syndications; the cable television industry's Public Affairs Association President's Award in 1990, the Donald G. McGannon award for the advancement of minorities and women in cable; the STAR Award from American Women in Radio and Television, Inc. for exhibition of a commitment to the issues and concerns of women in television and radio; and the Women in Cable Accolade in 1990 in recognition of support of this organization. Mr. Jones is also a founding member of the James Madison Council of the Library of Congress and is on the Board of Governors of the American Society of Training and Development.
Mr. James B. O'Brien was appointed President of the Managing General Partner in January 1995. Mr. O'Brien joined Intercable in January 1982. Prior to being elected President and a Director of Intercable in December 1989, Mr. O'Brien served as a Division Manager, Director of Operations Planning/Assistant to the CEO, Fund Vice President and Group Vice President/Operations. Mr. O'Brien was appointed to Intercable's Executive Committee in August 1993. As President, he is responsible for the day-to-day operations of the cable television systems managed and owned by Intercable. Mr. O'Brien is a board member of Cable Labs, Inc., the research arm of the U.S. cable television industry. He also serves as a director of the Cable Television Administration and Marketing Association and as a director of the Walter Kaitz Foundation, a foundation that places people of any ethnic minority group in positions with cable television systems, networks and vendor companies.
Ms. Ruth E. Warren, the Managing General Partner's Vice President/Operations, joined Intercable in August 1980 and has served in various operational capacities, including system manager and Fund Vice President, since then. Ms. Warren was elected Group Vice President/Operations of Intercable in September 1990.
Ms. Elizabeth M. Steele, the Managing General Partner's Vice President and Secretary, joined Intercable in August 1987 as Vice President/General Counsel and Secretary. From August 1980 until joining Intercable, Ms. Steele was an associate and then a partner at the Denver law firm of Davis, Graham & Stubbs, which serves as counsel to Intercable.
Mr. Kevin P. Coyle was appointed Vice President/Finance of the Managing General Partner in March 1995. Mr. Coyle joined The Jones Group, Ltd. in July 1981 as Vice President/Financial Services. In September 1985, he was appointed Senior Vice President/Financial Services. He was elected Treasurer of Intercable in August 1987, Vice President/Treasurer in April 1988 and Group Vice President/Finance and Chief Financial Officer in October 1990.
Mr. Larry Kaschinske was appointed Controller of the Managing General Partner in March 1995. Mr. Kaschinske joined Intercable in 1984 as a staff accountant in Intercable's former Wisconsin Division; was promoted to Assistant Controller in 1990 and named Controller in August 1994.
Mr. Timothy J. Burke joined Intercable in August 1982 as corporate tax manager, was elected Vice President/Taxation in November 1986 and Group Vice President/Taxation/Administration in October 1990.
Mr. Rocco F. Andriola serves as Senior Vice President of Lehman Brothers Inc. in its Diversified Asset Group and has held such position since June 1991. From June 1989 though May 1991, Mr. Andriola held the position of First Vice President in Lehman's Capital and Restructuring Group. From November 1986 through May 1989, Mr. Andriola held the position of Vice President in the Corporate Transactions Group within the General Counsel's Office of Lehman. From September 1982 through October 1986, Mr. Andriola was employed by the law firm of Donovan Leisure Newton & Irvine as a corporate and securities attorney.
Mr. John H. Ng is a Vice President of Lehman Brothers Inc. and has been employed by Lehman since November 1977. He is an asset manager in the Diversified Asset Group and has held such position since 1985. From 1980 to 1985, Mr. Ng served as Senior Financial Analyst in the Corporate Planning and Development Department, and from 1977 to 1980 he was an analyst in the Controller's Department.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The Partnership has no employees; however, various personnel are required to operate the Wheaton System. Such personnel are employed by the Managing General Partner and, pursuant to the terms of the limited partnership agreement of the Partnership, the cost of such employment is charged by the Managing General Partner to the Partnership as a direct reimbursement item. See Item 13.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGERS
No person or entity owns more than 5 percent of the limited partnership interests of the Partnership.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Managing General Partner and its affiliates engage in certain transactions with the Partnership as contemplated by the limited partnership agreement of the Partnership. The Managing General Partner believes that the terms of such transactions are generally as favorable as could be obtained by the Partnership from unaffiliated parties. This determination has been made by the Managing General Partner in good faith, but none of the terms were or will be negotiated at arm's-length and there can be no assurance that the terms of such transactions have been or will be as favorable as those that could have been obtained by the Partnership from unaffiliated parties.
The Managing General Partner charges the Partnership a management fee, and the Associate General Partner charges the Partnership a supervision fee in accordance with the limited partnership agreement of the Partnership.
The Partnership reimburses the Managing General Partner for certain allocated overhead and administrative expenses in accordance with the terms of the limited partnership agreement of the Partnership. These expenses consist primarily of salaries and benefits paid to corporate personnel, rent, data processing services and other facilities costs. 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 Managing General Partner with respect to the Partnership. Remaining overhead costs are allocated based on revenues and/or the costs of assets managed for the Partnership. 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 Managing General Partner also advances funds and charges interest on the balance payable from the Partnership. The interest rate charged the Partnership approximates Intercable's weighted average cost of borrowing.
The Wheaton System receives stereo audio programming from Superaudio, a joint venture owned 50% by an affiliate of the Managing General Partner and 50% by an unaffiliated party, educational video programming from Mind Extension University, Inc., an affiliate of the Managing General Partner, and computer video programming from Jones Computer Network, Ltd., an affiliate of the Managing General Partner, for fees based upon the number of subscribers receiving the programming.
Product Information Network ("PIN"), an affiliate of the Managing General Partner, provides advertising time for third parties on the Wheaton System. In consideration, the revenues generated from the third parties are shared two-thirds and one-third between PIN and the Partnership. During the year ended December 31, 1994, the Partnership received revenues from PIN of $32,863.
The charges to the Partnership for related party transactions are as follows for the periods indicated:
PART IV.
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)1. See index to financial statements for the list of financial statements and exhibits thereto filed as part of this report.
3. The following exhibits are filed herewith.
4.1 Limited Partnership Agreement. (1)
10.1.1 Copy of a franchise and related documents thereto granting a community antenna franchise for the Village of Addison, Illinois. (1)
10.1.2 Ordinance No. 0-90-88 dated April 16, 1990 amending the franchise. (3)
10.1.3 Copy of a franchise and related documents thereto granting a community antenna franchise for DuPage County, Illinois. (1)
10.1.4 Copy of a franchise and related documents thereto granting a community antenna franchise for Kane County (Geneva), Illinois. (3)
10.1.5 Copy of a franchise and related documents thereto granting a community antenna franchise for Glen Ellyn, Illinois. (1)
10.1.6 Copy of a franchise and related documents thereto granting a community antenna franchise for St. Charles, Illinois. (1)
10.1.7 Copy of a franchise and related documents thereto granting a community antenna franchise for Warrenville, Illinois. (1)
10.1.8 Copy of a franchise and related documents thereto granting a community antenna franchise for Wheaton, Illinois. (1)
10.1.9 Amendment dated September 5, 1990 to the franchise agreement. (3)
10.1.10 Amendment dated August 12, 1991 to the franchise agreement. (3)
10.1.11 Copy of a franchise and related documents thereto granting a community antenna franchise for West Chicago, Illinois. (1)
10.1.12 Resolution 1070 dated February 1, 1993 relating to a rate increase. (3)
10.1.13 Copy of a franchise and related documents thereto granting a community antenna franchise for Winfield, Illinois. (1)
10.2.1 Credit Agreement dated December 30, 1994 among Jones Growth Partners L.P. and Nationsbank of Texas, N.A., as agent for various lenders.
27 Financial Data Schedule
--------- (1) Incorporated by reference from the Partnership's Annual Report on Form 10-K for fiscal year ended December 31, 1989.
(2) Incorporated by reference from the Partnership's Annual Report on Form 10-K for fiscal year ended December 31, 1991.
(3) Incorporated by reference from the Partnership's Annual Report on Form 10-K for fiscal year ended December 31, 1992.
(b) Reports on Form 8-K
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 L.P. a Colorado limited partnership By: Jones Spacelink Cable Corporation
By: /s/ Glenn R. Jones ---------------------------------- Glenn R. Jones Chairman of the Board and Chief Dated: March 27, 1995 Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: /s/ Glenn R. Jones ---------------------------------- Glenn R. Jones Chairman of the Board and Chief Executive Officer Dated: March 27, 1995 (Principal Executive Officer)
By: /s/ Kevin P. Coyle ---------------------------------- Kevin P. Coyle Vice President/Finance Dated: March 27, 1995 (Principal Accounting and Financial Officer)
By: /s/ Larry Kaschinske ---------------------------------- Larry Kaschinske Controller Dated: March 27, 1995 (Principal Accounting Officer)
By: /s/ Timothy J. Burke ---------------------------------- Timothy J. Burke Dated: March 27, 1995 Director
Exhibit Page ------- ----
4.1 Limited Partnership Agreement. (1)
10.1.1 Copy of a franchise and related documents thereto granting a community antenna franchise for the Village of Addison, Illinois. (1)
10.1.2 Ordinance No. 0-90-88 dated April 16, 1990 amending the franchise. (3)
10.1.3 Copy of a franchise and related documents thereto granting a community antenna franchise for DuPage County, Illinois. (1)
10.1.4 Copy of a franchise and related documents thereto granting a community antenna franchise for Kane County (Geneva), Illinois. (3)
10.1.5 Copy of a franchise and related documents thereto granting a community antenna franchise for Glen Ellyn, Illinois. (1)
10.1.6 Copy of a franchise and related documents thereto granting a community antenna franchise for St. Charles, Illinois. (1)
10.1.7 Copy of a franchise and related documents thereto granting a community antenna franchise for Warrenville, Illinois. (1)
10.1.8 Copy of a franchise and related documents thereto granting a community antenna franchise for Wheaton, Illinois. (1)
10.1.9 Amendment dated September 5, 1990 to the franchise agreement. (3)
10.1.10 Amendment dated August 12, 1991 to the franchise agreement. (3)
10.1.11 Copy of a franchise and related documents thereto granting a community antenna franchise for West Chicago, Illinois. (1)
10.1.12 Resolution 1070 dated February 1, 1993 relating to a rate increase. (3)
10.1.13 Copy of a franchise and related documents thereto granting a community antenna franchise for Winfield, Illinois. (1)
10.2.1 Credit Agreement dated December 30, 1994 among Jones Growth Partners L.P. and Nationsbank of Texas, N.A., as agent for various lenders.
27 Financial Data Schedule
--------- (1) Incorporated by reference from the Partnership's Annual Report on Form 10-K for fiscal year ended December 31, 1989.
(2) Incorporated by reference from the Partnership's Annual Report on Form 10-K for fiscal year ended December 31, 1991.
(3) Incorporated by reference from the Partnership's Annual Report on Form 10-K for fiscal year ended December 31, 1992.