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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, 2001
[ ] 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
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(State of organization) (I.R.S. Employer Identification No.)
9697 E. Mineral Avenue, Englewood, Colorado 80112 (303) 792-3111
- -------------------------------------------------- --------------
(Address of principal executive office and Zip Code) (Registrant's telephone no,
including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Interest
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 / /
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JONES PROGRAMMING PARTNERS 1-A, LTD.
INDEX
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Page
Number
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Unaudited Statements of Financial Position
December 31, 2000 and June 30, 2001 3
Unaudited Statements of Operations
Three and Six Months Ended June 30, 2000 and 2001 4
Unaudited Statements of Cash Flows
Six Months Ended June 30, 2000 and 2001 5
Notes to Unaudited Financial Statements
June 30, 2001 6-7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8-9
PART II. OTHER INFORMATION 10
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JONES PROGRAMMING PARTNERS 1-A, LTD.
(A LIMITED PARTNERSHIP)
UNAUDITED STATEMENTS OF FINANCIAL POSITION
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December 31, June 30,
2000 2001
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ASSETS
CASH AND CASH EQUIVALENTS $ 72,725 $ 63,585
ACCOUNTS RECEIVABLE -- 33,500
INVESTMENT IN AND ADVANCES FOR FILM PRODUCTION,
net of accumulated amortization of $8,887,206 and $8,887,206
as of December 31, 2000 and June 30, 2001, respectively (Note 3) -- --
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Total assets $ 72,725 $ 97,085
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LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
LIABILITIES:
Accounts payable to affiliates $ 1,973 $ 45,191
Accrued liabilities 198,124 177,184
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Total liabilities 200,097 222,375
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PARTNERS' CAPITAL (DEFICIT):
General partner -
Contributed capital 1,000 1,000
Distributions (42,440) (42,440)
Accumulated deficit (13,799) (13,778)
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Total general partner's deficit (55,239) (55,218)
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Limited partners -
Contributed capital, net of offering costs
(12,743 units outstanding as of December 31, 2000
and June 30, 2001) 5,459,327 5,459,327
Distributions (4,201,502) (4,201,502)
Accumulated deficit (1,329,958) (1,327,897)
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Total limited partners' deficit (72,133) (70,072)
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Total partners' deficit (127,372) (125,290)
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Total liabilities and partners' deficit $ 72,725 $ 97,085
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The accompanying notes are an integral part of these
unaudited financial statements.
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JONES PROGRAMMING PARTNERS 1-A, LTD.
(A LIMITED PARTNERSHIP)
UNAUDITIED STATEMENTS OF OPERATIONS
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<Caption>
For the Three Months For the Six Months
Ended June 30, Ended June 30,
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2000 2001 2000 2001
-------- -------- -------- --------
REVENUES $ 26,804 $ 54 $ 26,804 $ 34,749
COSTS AND EXPENSES:
Distribution fees and expenses 41 -- 41 8,079
Operating, general and administrative expenses 14,660 14,914 28,567 26,198
-------- -------- -------- --------
Total costs and expenses 14,701 14,914 28,608 34,277
-------- -------- -------- --------
OPERATING INCOME (LOSS) 12,103 (14,860) (1,804) 472
-------- -------- -------- --------
INTEREST INCOME 1,456 936 2,599 1,610
NET INCOME (LOSS) $ 13,559 $(13,924) $ 795 $ 2,082
======== ======== ======== ========
ALLOCATION OF NET INCOME (LOSS):
General partner $ 136 $ (139) $ 8 $ 21
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Limited partners $ 13,423 $(13,785) $ 787 $ 2,061
======== ======== ======== ========
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT $ 1.05 $ (1.08) $ .06 $ .16
======== ======== ======== ========
WEIGHTED AVERAGE NUMBER OF
LIMITED PARTNERSHIP UNITS
OUTSTANDING 12,743 12,743 12,743 12,743
======== ======== ======== ========
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The accompanying notes are an integral part of these
unaudited financial statements.
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JONES PROGRAMMING PARTNERS 1-A, LTD.
(A LIMITED PARTNERSHIP)
UNAUDITED STATEMENTS OF CASH FLOWS
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<Caption>
For the Six Months
Ended June 30,
----------------------------
2000 2001
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 795 $ 2,082
Adjustments to reconcile net income to net cash
provided by (used in) operating activities
Net change in assets and liabilities:
Decrease (increase) in accounts receivable 3,628 (33,500)
Decrease in accrued liabilities (3,856) (20,940)
Increase in accounts payable to affiliates 46,889 43,218
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Net cash provided by (used in) operating activities 47,456 (9,140)
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INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 47,456 (9,140)
CASH AND CASH EQUIVALENTS, beginning of period 86,626 72,725
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CASH AND CASH EQUIVALENTS, end of period $ 134,082 $ 63,585
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The accompanying notes are an integral part of these
unaudited financial statements.
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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 accounting principles generally accepted in the United
States. 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 Programming Partners 1-A, Ltd. (the
"Partnership") as of December 31, 2000 and June 30, 2001, its results of
operations for the three and six month periods ended June 30, 2000 and
2001, and its cash flows for the six month periods ended June 30, 2000 and
2001. 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. (the "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 direct expenses of $1,676
and $4,705, to the Partnership for the three month periods ended June 30,
2000 and 2001, respectively. For the six month periods ended June 30, 2000
and 2001, $6,357 and $10,552, respectively, were charged to the Partnership
for direct expenses.
(3) INVESTMENT IN AND ADVANCES FOR FILM PRODUCTION
"THE LITTLE KIDNAPPERS"
The total cost of this film was approximately $3,200,000. Of this amount,
the Partnership invested approximately $2,794,000, which includes a
production and overhead fee of $300,000 paid to the General Partner. From
inception to June 30, 2001, the Partnership has recognized approximately
$3,036,000 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.
In March 1999, the Partnership fully amortized its net investment in this
film. In March 2001, EuroArts Medien AG extended its license for certain
foreign television rights to this film for $33,500. The Partnership expects
to collect the $33,500 receivable in the second half of 2001.
"THE STORY LADY"
The total cost of this 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. From
inception to June 30, 2001, the Partnership has recognized approximately
$2,299,000 of revenue from this film. In December 1995, the Partnership
fully amortized its net investment in this film.
The Partnership licensed back the foreign rights to NBC Productions, Inc.
("NBCP") for an eight year term (which expired at the end of 1999 and was
extended until July 12, 2001, when it was terminated) and the Partnership
retained domestic distribution rights, principally home video, non-network
free television, pay television and non-theatrical.
The Partnership and NBCP revenues are pooled and are to be paid to the
parties until each recoups its original investment plus interest. The
Partnership is fully recouped. In September 1999, NBCP first claimed that
it had mistakenly not taken the full amount of its distribution fees, and
was entitled to an additional amount of approximately $192,500. The
Partnership does not believe that NBCP is entitled to the distribution fees
that it claims.
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NBCP also has reported that it has not recouped approximately $170,000 of
its original investment in this film and approximately $283,000 of interest
thereon. Interest will continue to accrue on this unrecouped balance.
Through June 30, 2001, the Partnership had received approximately $175,000
from distributors which has not been applied to NBCP's unrecouped amount.
As of June 30, 2001, the Partnership has reported this amount as an accrued
liability, but believes there is a basis to deny some or all of such
liability. Litigation could result because of the dispute with NBCP. Such
litigation would be costly and time consuming. There is no assurance
regarding the favorable resolution of this matter. The Partnership does not
have the funds to make any such payments to NBCP, nor is it likely that the
Partnership could borrow the necessary funds.
"CURACAO"
The total production cost of this film 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 June 30, 2001, the Partnership has
recognized approximately $4,064,000 of revenue from this film, which
includes the initial license fee and home video advance from Showtime of
$2,650,000, which was used to finance the film's production.
In December 1999, after consideration of approximately $3,450,000 in
amortization and approximately $960,000 in write-downs, the Partnership
fully amortized its net investment in this film.
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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. As of June 30, 2001, the Partnership had approximately $64,000 in
cash. Cash used in operations for the six months ended June 30, 2001 was
approximately $9,000. As of June 30, 2001, accounts payable to affiliates
totaled approximately $45,000. The Partnership made a $30,000 payment towards
this accounts payable liability in July 2001. The Partnership will not invest in
any additional programming projects, but instead will focus on the distribution
and/or sale of its three films.
The Partnership will retain a certain level of working capital, including any
necessary reserves, to fund its operating activities. It is anticipated that
future distributions, if any, will only be made from proceeds received from the
sale of the Partnership's assets. There is no assurance regarding the timing or
amount of future distributions, if any.
The General Partner, on behalf of the Partnership, is pursuing the sale of the
Partnership's assets. This activity is the principal focus of the Partnership.
The General Partner will not purchase any of such assets. The General Partner
cannot predict when or at what price the Partnership's interests in its
programming ultimately will be sold, but has initiated sales efforts. The sale
of the Partnership's assets will be subject to a vote of the limited partners.
The films may be sold as a group or on an individual basis, in the judgement of
the General Partner. The films could also be packaged with the films of an
affiliated public limited partnership. 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 assets will be charged to the Partnership. The
Partnership does not have the funds necessary to pay NBCP its claimed fees and
unrecouped cost and interest involved with "The Story Lady", and even if the
Partnership is successful in finding a buyer or buyers for some or all of its
programming, the proceeds may not be sufficient to allow for any distributions
to the Partners. It is probable that the distributions of the proceeds from the
sales of the Partnership's assets, if any, 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 Partnership has
retained the services of a broker to assist in the sale of the Partnership's
films. The broker was paid $5,500 for film evaluation services. Pursuant to the
services agreement, the broker will also receive a 10% commission for arranging
the sale, or sales, of the Partnership's films.
The General Partner believes that the Partnership has sufficient liquidity to
fund its operations and to meet its obligations through the remainder of the
year, so long as distributions are suspended and provided the Partnership is
able to reach a satisfactory resolution with respect to the claims made by NBCP.
However, there can be no assurance that such a resolution can be achieved. The
General Partner does not anticipate cash flow from the films to increase
significantly in the future. The lack of significant cash flow presently being
generated by the Partnership's films may negatively affect the ultimate sales
price of the films.
RESULTS OF OPERATIONS
Revenues of the Partnership decreased $26,750, from $26,804 to $54 for the three
months ended June 30, 2000 and 2001, respectively. This decrease was primarily
due to a significant decrease in distribution revenue and royalties received for
"Curacao" during the three months ended June 30, 2001 compared to the same
period in 2000. Revenues of the Partnership increased $7,945, from $26,804 to
$34,749 for the six months ended June 30, 2000 and 2001, respectively. This
increase was primarily the result of an increase in international distribution
revenue recognized for "The Little Kidnappers", partially offset by the decrease
in "Curacao" revenue described above.
Distribution fees and expenses decreased $41, from $41 to $0 for the three
months ended June 30, 2000 and 2001, respectively. This decrease resulted from
the payment of royalties in 2000 of $41 to artisan guilds for "The Little
Kidnappers". Distribution fees and expenses increased $8,038, from $41 to $8,079
for the six months ended June 30, 2000
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and 2001, respectively. This increase was primarily the result of an $8,000
payment made to an unaffiliated company to perform technical work on "The Little
Kidnappers", allowing for the film to be redistributed in parts of Europe.
Distribution fees and expenses typically relate to the compensation due and
costs incurred 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 increased $254, from $14,660 to
$14,914 for the three months ended June 30, 2000 and 2001, respectively. This
increase was primarily due to an increase in tax preparation expenses along with
an increase in accounting and professional service expenses related to the
potential sale or sales of the Partnership's assets, offset by a decrease in
legal expenses. Operating, general and administrative expenses decreased $2,369,
from $28,567 to $26,198 for the six months ended June 30, 2000 and 2001,
respectively. This decrease was primarily the result of a decrease in legal and
accounting expenses partially offset by an increase in professional service
expenses related to the potential sale of the Partnership's assets.
Interest income decreased $520, from $1,456 to $936 for the three months ended
June 30, 2000 and 2001, respectively. Interest income decreased $989, from
$2,599 to $1,610 for the six months ended June 30, 2000 and 2001, respectively.
The decrease in interest income was primarily the result of lower average levels
of invested cash during the three and six month periods ended June 30, 2001 as
compared to the same periods in 2000.
Limited Partners' net income (loss) per partnership unit changed $(2.13), from
$1.05 to $(1.08) for the three months ended June 30, 2000 and 2001,
respectively. Limited Partners' net income per partnership unit increased $.10,
from $.06 to $.16 for the six months ended June 30, 2000 and 2001, respectively.
These changes were due to the results of operations as discussed above.
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PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
a) Exhibits
None
b) Reports on Form 8-K
None
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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/ Timothy J. Burke
--------------------------------
Timothy J. Burke
Vice President
Dated: August 6, 2001
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