10-Q 1 a2049022z10-q.txt 10-Q hi FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 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 -------- ---------- (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 Interests 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, ~~1999~~2000 and ~~September~~March 3031, ~~2000~~2001 3 Unaudited Statements of Operations Three ~~and Nine~~ Months Ended ~~September~~March 3031, ~~1999~~2000 and ~~2000~~2001 4 Unaudited Statements of Cash Flows ~~Nine~~Three Months Ended ~~September~~March 3031, ~~1999~~2000 and ~~2000~~2001 5 Notes to Unaudited Financial Statements ~~September~~March 3031, ~~2000~~2001 6-7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8-9 PART II. OTHER INFORMATION 10

JONES PROGRAMMING PARTNERS 1-A, LTD. (A LIMITED PARTNERSHIP) UNAUDITED STATEMENTS OF FINANCIAL POSITION

December 31, ~~September~~March 3031, ~~1999~~ 2000 2001 ------------- -------------- ASSETS CASH AND CASH EQUIVALENTS $ 8672,~~626~~725 $ 7662,~~273~~595 ~~RECEIVABLES:~~ACCOUNTS ~~Foreign~~RECEIVABLE ~~income receivable 156~~ -- ~~Domestic income receivable 3~~33,~~472~~500 -- INVESTMENT IN AND ADVANCES FOR FILM PRODUCTION, net of accumulated amortization of $8,887,206 ~~and $8,887,206~~ as of December 31, ~~1999~~2000 and ~~September~~March 3031, ~~2000~~2001, respectively ~~(Note~~- 3) -- -- ----------- -------------- Total assets $ 9072,~~254~~725 $ 7696,~~273~~095 ============= ============== LIABILITIES AND PARTNERS' ~~CAPITAL (~~DEFICIT) LIABILITIES: Accounts payable to affiliates $ 101,~~273~~973 $ 231,~~558~~902 Accrued liabilities ~~181~~198,~~727~~124 ~~179~~175,~~521~~559 ------------- -------------- Total liabilities ~~192~~200,~~000~~097 ~~182~~207,~~079~~461 ------------- -------------- PARTNERS' ~~CAPITAL (~~DEFICIT): General partner - Contributed capital 1,000 1,000 Distributions (42,440) (42,440) Accumulated deficit (13,~~543~~799) (13,~~584~~639) ------------- -------------- Total general partner's deficit (5455,~~983~~239) (55,~~024~~079) ------------- -------------- Limited partners - Contributed capital, net of offering costs (12,743 units outstanding as of December 31, ~~1999~~2000 and ~~September~~March 3031, ~~2000~~2001) 5,459,327 5,459,327 Distributions (4,201,502) (4,201,502) Accumulated deficit (1,~~304~~329,~~588~~958) (1,~~308~~314,~~607~~112) ------------- -------------- Total limited partners' deficit (4672,~~763~~133) (5056,~~782~~287) ------------- -------------- Total partners' ~~capital (~~deficit) (~~101~~127,~~746~~372) (~~105~~111,~~806~~366) ------------- -------------- Total liabilities and partners' ~~capital (~~deficit) $ 9072,~~254~~725 $ 7696,~~273~~095 ============= ==============

The accompanying notes are an integral part of these 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~~March 3031, ~~Ended September 30,~~ ----------------------- ------------~~-----------~~ ~~1999~~ 2000 ~~1999~~2001 ~~2000~~ -------- -----~~---~~ -------- -----~~---~~ ~~GROSS~~ REVENUES $ ~~114~~- $ ~~421 $ 4~~34,~~905~~695 ~~$ 27,225~~ COSTS AND EXPENSES: ~~Costs of filmed entertainment 111 -- 2,548 --~~ Distribution fees and expenses -- ~~422~~8,079 ~~23 463~~ Operating, general and administrative expenses 513,~~714~~907 611,~~606~~284 ~~20,992 35,173~~ -------- -----~~---~~ -------- -----~~---~~ Total costs and expenses 513,~~825~~907 719,~~028~~363 ~~23,563 35,636~~ -------- -----~~---~~ -------- -----~~---~~ OPERATING ~~LOSS~~INCOME (~~5,711~~LOSS) (613,~~607~~907) ~~(18~~15,~~658)~~332 ~~(8,411)~~ -------- -----~~---~~ -------- -----~~---~~ ~~OTHER~~INTEREST INCOME: ~~Interest income~~ 1,~~327~~143 ~~1,752~~674 ~~2,302 4,351 Other income, net 1,110~~ -- ~~1,033~~ -- -------- -~~-------~~ -------- -----~~---~~ ~~Other income, net 2,437 1,752 3,335 4,351 -------- -------- -------- --------~~ NET ~~LOSS~~INCOME $ (~~3,274~~LOSS) $ (412,~~855~~764) $~~(15,323)~~ ~~$ (4~~16,~~060)~~006 ======== =====~~===~~ ======== =====~~===~~ ALLOCATION OF NET INCOME (LOSS): General ~~partner~~Partner $ (33128) $ ~~(49)~~160 ~~$ (153) $ (41)~~ ======== =====~~===~~ ======== =====~~===~~ Limited ~~partners~~Partners $ (312,~~241~~636) $ ~~(4,806) $(~~15,~~170)~~846 ~~$ (4,019)~~ ======== =====~~===~~ ======== =====~~===~~ NET INCOME (LOSS) PER LIMITED PARTNERSHIP UNIT $ (.2599) $ ~~(.38) $ (~~1.~~19)~~24 ~~$ (.32)~~ ======== =====~~===~~ ======== =====~~===~~ WEIGHTED AVERAGE NUMBER OF LIMITED PARTNERSHIP UNITS OUTSTANDING 12,743 12,743 ~~12,743 12,743~~ ======== =====~~===~~ ======== =====~~===~~

The accompanying notes are an integral part of these financial statements. -4- JONES PROGRAMMING PARTNERS 1-A, LTD. (A LIMITED PARTNERSHIP) UNAUDITED STATEMENTS OF CASH FLOWS

For the ~~Nine~~Three Months Ended ~~September~~March 3031, -------------------------------- ~~1999~~ 2000 2001 -------------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ (1512,~~323~~764) $ (416,~~060)~~006 Adjustments to reconcile net loss to net cash provided by (used in) operating activities: ~~Amortization of filmed entertainment costs 2,548 --~~ Net change in assets and liabilities: Decrease (increase) in ~~domestic~~foreign income receivable ~~25,275~~156 3(33,~~472~~500) Decrease in ~~foreign~~domestic income receivable 553,~~172~~472 ~~156~~- Net change in amounts due to~~/from~~ affiliates (632,~~961)~~335 (729,~~715)~~929 Decrease in accrued liabilities (544,~~670~~006) (222,~~206~~565) ~~Decrease in unearned revenue (3,889)~~ -- ------------ ------------ Net cash provided by (used in) operating activities 219,~~152~~193 (10,~~353~~130) -------------- ------------ INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 219,~~152~~193 (10,~~353~~130) CASH AND CASH EQUIVALENTS, beginning of period ~~90,672~~ 86,626 72,725 -------------- ------------ CASH AND CASH EQUIVALENTS, end of period $ 92105,~~824~~819 $ 7662,~~273~~595 ============== ============

The accompanying notes are an integral part of these 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 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 March 31, 2001 and its results of operations and its cash flows for the three month periods ended March 31, 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. ("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 $4,681 and $5,847, to the Partnership for the three-month periods ended March 31, 2000 and 2001, respectively. (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 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 includes a production and overhead fee of $300,000 paid to the General Partner. From inception to March 31, 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. "THE STORY LADY" In April 1991, the General Partner, on behalf of the Partnership, entered into an agreement with NBC Productions, Inc. ("NBCP") 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. From inception to March 31, 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 has an agreement with NBCP to distribute "The Story Lady" in foreign markets. The Partnership licensed back the foreign rights to NBCP for an eight year term (which expired at the end of 1999 and has been extended on a month to month basis) 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 receives its original investment plus interest (the "unrecouped amount"). 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 $200,000. The Partnership does not believe that NBCP is entitled to the distribution fees that it claims. -6- As of March 31, 2001, NBCP reported that it had not recouped approximately $170,000 of its original investment in this film and approximately $283,000 in interest thereon. Interest will continue to accrue on this unrecouped balance. Through March 31, 2001, the Partnership had received approximately $174,000 from distributors, which was not applied to NBCP's unrecouped amount. As of March 31, 2001, the Partnership had reported this amount as an accrued liability. 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" 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 March 31, 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. -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. As of March 31, 2001, the Partnership had approximately $63,000 in cash. Cash used in operations for the three months ended March 31, 2001 was approximately $10,000. The Partnership will not invest in any additional programming projects, but instead will focus on the distribution and/or sale of its three existing 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 any future distributions. The General Partner, on behalf of the Partnership, is pursuing the sale of the Partnership's interests in its programming. The General Partner has no obligation to purchase any assets of the Partnership, nor is it anticipated that the General Partner will 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 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 programming projects 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 programming projects, 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. Pursuant to the services agreement, the broker will receive a 10% commission for arranging the sale, or sales, of the Partnership's films. The General Partner believes that the Partnership has, and will continue to have, sufficient liquidity to fund its ongoing operations and to meet its obligations so long as quarterly 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 effect the ultimate sales price of the films. RESULTS OF OPERATIONS Revenues of the Partnership increased $34,695, from $0 to $34,695 for the three months ended March 31, 2000 and 2001, respectively. This increase in revenue was the result of royalties received from "Curacao" and distribution revenue recognized for "The Little Kidnappers". Distribution fees and expenses increased $8,079, from $0 to $8,079 for the three months ended March 31, 2000 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", potentially 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. -8- Operating, general and administrative expenses decreased $2,623, from $13,907 to $11,284 for the three months ended March 31, 2000 and 2001, respectively. This decrease was primarily due to a decrease in legal and accounting expenses during the three months ended March 31, 2001 compared to the same period in 2000. Interest income decreased $469, from $1,143 to $674 for the three months ended March 31, 2000 and 2001, respectively. This decrease in interest income was primarily the result of lower average levels of invested cash balances and lower interest rates during the first three months of 2001 compared to the same period in 2000. Limited Partners' net income (loss) per partnership unit changed $2.23, from $(.99) to $1.24 for the three months ended March 31, 2000 and 2001, respectively. This change was due to the result of the operations as discussed above. -9- PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. a) Exhibits None 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/ Timothy J. Burke -------------------------------------- Timothy J. Burke Vice President Dated: May 10, 2001 -11-

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