-----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, SiWSP0nB2eXYGI0c/yVmuigRRpt/2f8+GXCDoeeisWZfkLRQv73lv94S3lmyWnOv SWbmAZJ0PmRni8crHr4ohQ== 0000912057-99-006196.txt : 19991117 0000912057-99-006196.hdr.sgml : 19991117 ACCESSION NUMBER: 0000912057-99-006196 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990930 FILED AS OF DATE: 19991115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JONES PROGRAMMING PARTNERS 1-A LTD CENTRAL INDEX KEY: 0000873800 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 841088820 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 033-21970-02 FILM NUMBER: 99756126 BUSINESS ADDRESS: STREET 1: 9697 E MINERAL AVE STREET 2: P O BOX 3309 CITY: ENGLEWOOD STATE: CO ZIP: 80155 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 FORM 10-Q FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [x] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended SEPTEMBER 30, 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 0-19075 Jones Programming Partners 1-A, Ltd. - -------------------------------------------------------------------------------- Exact name of registrant as specified in charter Colorado #84-1088820 - -------------------------------------------------------------------------------- State of organization I.R.S. employer I.D.# 9697 East Mineral Avenue, Englewood, Colorado 80112 - -------------------------------------------------------------------------------- Address of principal executive office (303) 792-3111 - -------------------------------------------------------------------------------- Registrant's telephone number Indicate by check mark whether the registrant (l) has filed all reports required to be filed by Section l3 or l5(d) of the Securities Exchange Act of l934 during the preceding l2 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes __X__ No _____ JONES PROGRAMMING PARTNERS 1-A, LTD. INDEX
Page Number ------ PART I. FINANCIAL INFORMATION Item 1. Financial Statements Unaudited Statements of Financial Position December 31, 1998 and September 30, 1999 3 Unaudited Statements of Operations Three and Nine Months Ended September 30, 1998 and 1999 4 Unaudited Statements of Cash Flows Nine Months Ended September 30, 1998 and 1999 5 Notes to Unaudited Financial Statements September 30, 1999 6-7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8-9 PART II. OTHER INFORMATION 10
2 JONES PROGRAMMING PARTNERS 1-A, LTD. (A Limited Partnership) UNAUDITED STATEMENTS OF FINANCIAL POSITION
December 31, September 30, 1998 1999 -------------- ------------- ASSETS CASH AND CASH EQUIVALENTS $ 90,672 $ 92,824 RECEIVABLES: Domestic income receivable 25,275 - Foreign income receivable 81,122 25,950 INVESTMENT IN AND ADVANCES FOR FILM PRODUCTION, net of accumulated amortization of $8,822,233 and $8,824,781 as of December 31, 1998 and September 30, 1999, respectively 64,973 62,425 OTHER ASSETS 3,275 3,275 -------------- ------------ Total assets $ 265,317 $ 184,474 ============== ============ LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable to affiliates 11,045 4,084 Unearned revenue 3,889 - Accrued liabilities 115,010 60,340 -------------- ------------ Total current liabilities 129,944 64,424 -------------- ------------ PARTNERS' CAPITAL (DEFICIT): General partner - Contributed capital 1,000 1,000 Distributions (42,440) (42,440) Accumulated deficit (11,172) (11,325) -------------- ------------ Total general partner's deficit (52,612) (52,765) -------------- ------------ Limited partners - Contributed capital, net of offering costs (12,743 units outstanding as of December 31, 1998 and September 30, 1999) 5,459,327 5,459,327 Distributions (4,201,502) (4,201,502) Accumulated deficit (1,069,840) (1,085,010) -------------- ------------ Total limited partners' capital 187,985 172,815 -------------- ------------ Total partners' capital 135,373 120,050 -------------- ------------ Total liabilities and partners' capital $ 265,317 $ 184,474 ============== ============
The accompanying notes to these unaudited financial statements are an integral part of these unaudited financial statements. 3 JONES PROGRAMMING PARTNERS 1-A, LTD. (A Limited Partnership) UNAUDITED STATEMENTS OF OPERATIONS
For the Three Months For the Nine Months Ended September 30, Ended September 30, ------------------------- ------------------------- 1998 1999 1998 1999 ----------- ----------- ----------- ----------- GROSS REVENUES $ 10,200 $ 114 $ 28,902 $ 4,905 COSTS AND EXPENSES: Costs of filmed entertainment - 111 7,556 2,548 Distribution fees and expenses 3,957 - 81,736 23 Operating, general and administrative expenses 7,343 5,714 25,153 20,992 ----------- ----------- ----------- ----------- Total costs and expenses 11,300 5,825 114,445 23,563 ----------- ----------- ----------- ----------- OPERATING LOSS (1,100) (5,711) (85,543) (18,658) ----------- ----------- ----------- ----------- OTHER INCOME: Interest income 1,016 1,327 8,820 2,302 Other income, net 245 1,110 11 1,033 ----------- ----------- ----------- ----------- Other income, net 1,261 2,437 8,831 3,335 ----------- ----------- ----------- ----------- NET INCOME (LOSS) $ 161 $ (3,274) (76,712) $ (15,323) =========== =========== =========== =========== ALLOCATION OF NET INCOME (LOSS): General partner $ 2 $ (33) $ (767) $ (153) =========== =========== =========== =========== Limited partners $ 159 $ (3,241) $ (17,945) $ (15,170) =========== =========== =========== =========== NET INCOME (LOSS) PER LIMITED PARTNERSHIP UNIT $ .02 $ (.25) $ (5.96) $ (1.19) =========== =========== =========== =========== WEIGHTED AVERAGE NUMBER OF LIMITED PARTNERSHIP UNITS OUTSTANDING 12,743 12,743 12,743 12,743 =========== =========== =========== ===========
The accompanying notes to the unaudited financial statements are an integral part of these unaudited financial statements. 4 JONES PROGRAMMING PARTNERS 1-A, LTD. (A Limited Partnership) UNAUDITED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, ------------------------------- 1998 1999 ---------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $(76,712) $(15,323) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Amortization of filmed entertainment costs 7,556 2,548 Net change in assets and liabilities: Decrease (increase) in domestic income receivable (105,000) 25,275 Decrease in foreign income receivable 22,432 55,172 Net change in amounts due to/from affiliates (3,769) (6,961) Decrease in accrued liabilities (1,164) (54,670) Increase (decrease) in unearned revenue 142,222 (3,889) ---------- ----------- Net cash provided by (used in) operating activities (14,435) 2,152 ---------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Distributions to partners (160,897) - ---------- ----------- Net cash used in financing activities (160,897) - ---------- ----------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (175,332) 2,152 CASH AND CASH EQUIVALENTS, beginning of period 234,842 90,672 ---------- ----------- CASH AND CASH EQUIVALENTS, end of period $59,510 $ 92,824 ========== ===========
The accompanying notes to these unaudited financial statements are an integral part of these unaudited financial statements. 5 JONES PROGRAMMING PARTNERS 1-A, LTD. (A Limited Partnership) NOTES TO UNAUDITED FINANCIAL STATEMENTS (1) BASIS OF PRESENTATION This Form 10-Q is being filed in conformity with the SEC requirements for unaudited financial statements and does not contain all of the necessary footnote disclosures required for a fair presentation of the Statements of Financial Position 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 Jones Programming Partners 1-A, Ltd. (the "Partnership") as of December 31, 1998 and September 30, 1999 and its results of operations and its cash flows for the nine month periods ended September 1998 and 1999. Results of operations for these periods are not necessarily indicative of results to be expected for the full year. (2) TRANSACTIONS WITH AFFILIATED ENTITIES Jones Entertainment Group, Ltd. ("General Partner") is entitled to reimbursement from the Partnership for its direct and indirect expenses allocable to the operations of the Partnership, which shall include, but not be limited to, rent, supplies, telephone, travel, legal expenses, accounting expenses, preparation and distribution of reports to investors and salaries of any full or part-time employees. Because the indirect expenses incurred by the General Partner on behalf of the Partnership are immaterial, the General Partner generally does not charge indirect expenses to the Partnership. The General Partner charged $5,482 and $2,550 to the Partnership for direct expenses for the three months ended September 30, 1998 and 1999, respectively. For the nine month periods ended September 30, 1998 and 1999, $11,871 and $7,498, respectively, were charged to the Partnership for direct expenses. (3) INVESTMENT IN AND ADVANCES FOR FILM PRODUCTION "THE LITTLE KIDNAPPERS" In January 1990, the General Partner, on behalf of the Partnership, entered into an agreement with Jones Maple Leaf Productions ("Maple Leaf") to produce a full-length feature film for television entitled "The Little Kidnappers." The total film cost was approximately $3,200,000. Of this amount, the Partnership invested approximately $2,794,000, which included a production and overhead fee of $300,000 paid to the General Partner. In March 1999, the Partnership fully amortized its net investment in this film. From inception to September 30, 1999, the Partnership has recognized approximately $3,002,000 of revenue from this film, which includes the initial license fees of approximately $1,365,000 from The Disney Channel and the Canadian Broadcasting Corporation, which were used to finance the film's production. As of September 30, 1999, there were no outstanding receivables. "THE STORY LADY" In April 1991, the General Partner, on behalf of the Partnership, entered into an agreement with NBC Productions, Inc. ("NBC") for the production of a full-length, made-for-television film entitled "The Story Lady." The total cost of the film was approximately $4,300,000. Of this amount, the Partnership invested approximately $1,183,000 in return for worldwide distribution rights to this film, excluding United States and Canadian broadcast television rights. Included in the total amount invested is a production and overhead fee of $120,000 paid to the General Partner. In December 1995, the Partnership fully amortized its net investment in the film. From inception to September 30, 1999, the Partnership has recognized approximately $2,299,000 of revenue from this film. As of September 30, 1999, the Partnership had outstanding receivables from the film's international distributors and licensees totaling $25,950. The Partnership anticipates payment over the next three to twenty-four months as collected by distributors. "CURACAO" In October 1992, the General Partner, on behalf of the Partnership, entered into an agreement with Showtime Networks, Inc. ("Showtime") for the production of a full-length, made-for-television film entitled "Curacao." The total production cost of the film incurred by the Partnership was approximately $4,410,000. In addition to the costs of production, the Partnership paid the General Partner $500,000 as a production and overhead fee for services rendered in connection with arranging the Showtime pre-sale and supervising production of this picture. From inception to September 30, 1999, the Partnership has recognized approximately $4,032,000 of revenue from this film, which included $2,650,000 from Showtime, which was used to finance the film's production. As of September 30, 1999, the Partnership's net investment in the film, after consideration of amortization and write downs, was $62,425. The Partnership plans to amortize its 6 remaining net investment in this film from the net revenues generated from remaining international and domestic television markets or recover its remaining net investment from the sale of the Partnership's interest in the film. As of September 30, 1999, there were no outstanding receivables. 7 JONES PROGRAMMING PARTNERS 1-A, LTD. (A Limited Partnership) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FINANCIAL CONDITION LIQUIDITY AND CAPITAL RESOURCES The Partnership's principal sources of liquidity are cash on hand and amounts received from the domestic and international distribution of the Partnership's programming. The Partnership had approximately $93,000 in cash as of September 30, 1999. It is not anticipated that the Partnership will invest in any additional programming projects, but instead will focus on the distribution and/or sale of its existing programming projects. The Partnership had outstanding amounts receivable from unaffiliated distributors totaling approximately $26,000 as of September 30, 1999. The foreign income receivable of approximately $26,000 will be paid to the Partnership over the next three to twenty-four months as collected by distributors. The accrued liabilities of approximately $60,000 as of Sept ember 30, 1999, are owed primarily to artisan guilds for royalties. The Partnership will retain a certain level of working capital, including any necessary reserves, to fund its operating activities and/or satisfy its outstanding liabilities. It is anticipated that any future distributions will only be made once proceeds are received from the sale of the Partnership's assets; although the General Partner will continue to make quarterly evaluations of the Partnership's working capital position and needs. The General Partner, on behalf of the Partnership, is currently considering the sale of the Partnership's interests in its programming projects. If the General Partner or one of its affiliates exercises its right to purchase the Partnership's interests in a programming project, however, the sales price for such a transaction will be at least equal to the average of three independent appraisals of the programming project's fair market value. The General Partner has no obligation to purchase any assets of the Partnership. Any sale of all or substantially all of the Partnership's assets will be subject to the approval of the Partnership's limited partners prior to closing of the sale. The General Partner cannot predict at this time when or at what price the Partnership's interests in its programming projects ultimately will be sold, but expects to initiate sales effort in the first quarter of 2000. The projects may be sold as a group or on a one by one basis, at the discretion of the General Partner. Any direct costs incurred by the General Partner on behalf of the Partnership in soliciting and arranging for the sale, or sales, of the Partnership's programming projects will be charged to the Partnership. It is anticipated that the net proceeds from the sale, or sales, of the Partnership's interests in its programming will be distributed to the partners after such sale. Based on the General Partner's estimates of value and indications of value obtained from unaffiliated parties, it is probable that the distributions of the proceeds from the sales of the Partnership's programming projects, together with all prior distributions paid to the limited partners, will return to the limited partners less than 75% of their initial capital contributions to the Partnership. The General Partner believes that the Partnership has, and will continue to have, sufficient liquidity to fund its operations and to meet its obligations so long as quarterly distributions are suspended. Cash flow from operating activities will be generated from "The Little Kidnappers", "The Story Lady", and "Curacao". IMPACT OF THE YEAR 2000 ISSUE (UNAUDITED) The Year 2000 issue is the result of many computer programs being written such that they will malfunction when reading a year of "00." This problem could cause system failure or miscalculations causing disruptions of business processes. In conjunction with its affiliates, the General Partner has initiated an assessment of its computer applications to determine the extent of the problem. Based on this assessment, the General Partner has determined that its computer applications supporting business processes, including accounting and investor services, are designed to handle the Year 2000 appropriately. The General Partner believes there will be no financial impact to the Partnership due to the Year 2000 issue. 8 RESULTS OF OPERATIONS The results for the three and nine month periods ended September 30, 1999 show a continuing decrease in revenues from the Partnership's programming projects, two of which "The Little Kidnappers " and "Curacao" are producing very little revenue for the Partnership. "The Story Lady" is producing some revenue, but these revenues have also been steadily decreasing. Revenues of the Partnership decreased $10,086, from $10,200 to $114 for the three months ended September 30, 1998 and 1999, respectively. Revenues of the Partnership decreased $23,997, from $28,902 to $4,905 for the nine months ended September 30, 1998 and 1999, respectively. These decreases were due primarily to a decrease in the international and domestic sales of "The Story Lady" and "The Little Kidnappers". Revenue for "The Little Kidnappers" increased $22 and decreased $3,814 for the three and nine months ended September 30, 1999, respectively, as compared to the same periods of 1998. Revenue for "The Story Lady" decreased $10,200 and $20,408 for the three and nine months ended September 30, 1999, respectively, as compared to the same periods of 1998 Filmed entertainment costs increased $111, from $0 to $111 for the three months ended September 30, 1998 and 1999, respectively. Filmed entertainment costs decreased $5,008, from $7,556 to $2,548 for the nine months ended September 30, 1998 and 1999, respectively. This decrease was the result of decreased film revenues as discussed above. Filmed entertainment costs are amortized over the life of the film in the ratio that current gross revenues bear to anticipated total gross revenues. Distribution fees and expenses decreased $3,957, from $3,957 to $0 for the three months ended September 30, 1998 and 1999, respectively. Distribution fees and expenses decreased $81,713, from $81,736 to $23 for the nine months ended September 30, 1998 and 1999, respectively. The decrease for the three month period ended September 1999 and 1998 is due primarily to the decrease in distribution and royalty fees. The decrease for the nine month period ended September 1999 and 1998 resulted primarily from the payment of royalties in 1998 of approximately $47,000 and $30,000 to artisan guilds for revenue received from inception to date for the films "Curacao" and "The Little Kidnappers," respectively. These distribution fees and expenses relate to the compensation due and costs incurred by distributors in connection with selling the Partnership's programming in the domestic and international markets. The timing and amount of distribution fees and expenses vary depending upon the individual market in which programming is distributed. Operating, general and administrative expenses decreased $1,629, from $7,343 to $5,714 for the three months ended September 30, 1998 and 1999, respectively. Operating, general and administrative expenses decreased $4,161, from $25,153 to $20,992 for the nine months ended September 30, 1998 and 1999, respectively. This decrease was due primarily to a decrease in the direct costs allocable to the operations of the Partnership that were charged to the Partnership by the General Partner and its affiliates during the three and nine months ended September 30, 1999 as compared to the same periods in 1998. This decrease in direct costs allocable to the Partnership's operations resulted mainly from the decrease in General Partner personnel expenses and the decrease in direct time spent by the affiliates of the General Partner on the accounting and legal functions of the Partnership. Interest income increased $311, from $1,016 to $1,327 for the three months ended September 30, 1998 and 1999, respectively. Interest income decreased $6,518, from $8,820 to $2,302 for the nine months ended September 30, 1998 and 1999, respectively. The increase in interest income was the result of higher average levels of invested cash balances existing during the three month period ended September 30, 1999 as compared to the same period in 1998. This decrease in interest income was the result of lower average levels of invested cash balances existing during the nine month period ended September 30, 1999 as compared to the same period in 1998. Limited partners' net income (loss) per partnership unit changed $(.27), from $.02 to $(.25) for the three months ended September 30, 1998 and 1999, respectively. Limited partners' net loss per partnership unit changed $4.77, from $(5.96) to $(1.19) for the nine months ended September 30, 1998 and 1999 respectively. This change was due to the results of operations as discussed above. 9 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 10 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 PROGRAMMING PARTNERS 1-A, LTD. BY: JONES ENTERTAINMENT GROUP, LTD. General Partner By: /s/ Thomas B. Anema ----------------------------------------- Thomas B. Anema Vice President/Finance and Treasurer (Principal Financial Officer) Dated: November 15, 1999 11 EX-27 2 EXHIBIT 27
5 9-MOS DEC-31-1999 JUL-01-1999 SEP-30-1999 92,824 0 25,950 0 0 118,774 0 0 184,474 64,424 0 0 0 0 120,050 244,426 0 4,905 0 (23,563) 1,033 0 2,302 (15,323) 0 (15,323) 0 0 0 (15,323) (1.19) (1.19)
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