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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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(MARK ONE)
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/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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OR
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/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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FOR THE YEAR ENDED DECEMBER 31, 1999
COMMISSION FILE NUMBER: 333-62077
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JONES INTERNATIONAL NETWORKS, LTD.
(Exact name of registrant as specified in its charter)
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COLORADO 84-1470911
(State of Organization) (IRS Employer Identification No.)
9697 E. MINERAL AVENUE, (303) 792-3111
ENGLEWOOD, COLORADO 80112 (Registrant's telephone no.
(Address of principal executive office including area code)
and Zip Code)
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Securities registered pursuant to Section 12(g) of the Act: NONE*
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Indicate by check mark whether the registrant, (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405) is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. /X/
* This Annual Report on Form 10-K is being filed pursuant to Section 15(d) of
the Securities Exchange Act of 1934, as amended.
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JONES INTERNATIONAL NETWORKS, LTD.
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 1999
TABLE OF CONTENTS
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PART I
ITEM 1. BUSINESS.................................................... 2
Overview.................................................... 2
Background.................................................. 3
Principal Businesses........................................ 3
Radio Programming........................................... 3
Cable Television Programming................................ 7
Internet.................................................... 9
Advertising Sales Services.................................. 10
Satellite Services.......................................... 11
Employees................................................... 11
Competition................................................. 12
Government Regulation....................................... 13
Risk Factors................................................ 14
ITEM 2. PROPERTIES.................................................. 15
ITEM 3. LEGAL PROCEEDINGS........................................... 15
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS......... 15
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS......................................... 15
ITEM 6. SELECTED FINANCIAL DATA..................................... 15
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS................................... 18
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA................. 38
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.................................... 73
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.......... 73
ITEM 11. EXECUTIVE COMPENSATION...................................... 76
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS
AND MANAGEMENT.............................................. 79
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.............. 82
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
8-K......................................................... 85
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Certain information contained in this Form 10-K Report contains
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. All statements, other than statements of
historical facts, included in this Form 10-K Report that address activities,
events or developments that Jones International Networks, Ltd. expects, believes
or anticipates will or may occur in the future, including such matters as
changes in the industries in which we operate, our acquisition and marketing
strategies, capital expenditures, our operating strategies, the effects of
competition, our expansion plans and other such matters, are forward-looking
statements. These forward-looking statements are based upon certain assumptions
and are subject to a number of risks and uncertainties. Actual events or results
may differ materially from those discussed in the forward-looking statements as
a result of various factors.
The information contained in this document reflects the effects of the
5-for-4 stock split of our Class A Common Stock and Class B Common Stock, which
occurred January 28, 2000.
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PART I
ITEM 1. BUSINESS
OVERVIEW
We are a Colorado corporation incorporated in 1998 and are the successor to
certain affiliated entities that previously conducted our businesses. We are a
holding company. We own and operate a leading network radio programming business
and two cable television networks and are developing a complementary Internet
business. Through our traditional media businesses, we create, develop and
produce network radio and cable programming that is distributed to more than
2,450 radio stations and 1,750 cable systems, respectively, throughout the
United States. We provide advertisers with the ability to reach approximately
60 million weekly radio listeners and 42 million cable viewing households on a
full- or part-time basis. We currently operate multiple web sites that extend
our traditional media content and personalities to the Internet and allow us to
capitalize on Internet advertising and e-commerce opportunities. As a complement
to our programming businesses, we own and operate a leading network advertising
sales business that provides advertisers with an efficient means to reach
national radio and cable television audiences as well as Internet users. We also
provide satellite services to facilitate the distribution of our programming and
that of other companies.
Our portfolio of businesses includes the following:
- PROGRAMMING CONTENT
RADIO. We produce or license over 2,000 hours of original radio
programming weekly. This programming is comprised of twelve 24-hour formats
and 19 syndicated programs. Our radio programming covers a wide variety of
genres, such as country, adult contemporary, talk and Hispanic. It features
well-known syndicated programs such as The Crook & Chase Country Countdown,
Delilah and The Dennis Prager Show.
CABLE TELEVISION. We own and operate two cable television networks,
Great American Country (GAC) and the Product Information Network (PIN). GAC
is a 24-hour country music video network reaching nearly 12 million cable
households. PIN, a joint venture with Cox Communications, Inc., airs
long-form paid programming produced by advertisers and infomercial
providers. PIN reaches more than 30 million households on a full- or
part-time basis.
INTERNET. We have developed multiple web sites that complement our
radio and cable programming content and are developing additional sites. To
extend GAC and our country radio programming content to the Internet, we
developed CountryStars.com, a portal catering to the "country" lifestyle.
RadioDelilah.com and DennisPrager.com are examples of our web sites that
extend our personality-driven radio programs to the Internet. Our web sites
provide valuable cross-promotion and e-commerce opportunities.
- PROGRAMMING SUPPORT SERVICES
ADVERTISING SALES SERVICES. We currently represent more than 90 network
radio programs or services, including over 60 programs produced by third
parties that are distributed to approximately 6,000 radio stations. In
addition, we sell network advertising for our two cable networks. We have
recently begun to provide advertising sales services to our web sites and to
web sites owned by third parties. In February 2000, we entered into an
agreement to provide advertising sales services for Matchmaker.com, an
online dating service. In addition, we have an exclusive long-term agreement
to provide advertising sales services to Sirius Satellite Radio, one of only
two licensed satellite radio providers in the United States. Sirius is
expected to launch its service in the fourth quarter of 2000 with
approximately 100 channels of digital radio service, up to 50 of which will
carry commercials.
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SATELLITE SERVICES. We provide satellite delivery and production support
services for GAC, PIN and cable channels operated by other companies. We own
two satellite transponders and an uplink facility. Ownership of these assets
allows us to control the distribution of our radio and cable programming. It
also provides us with a cost-effective platform for launching new radio and
cable networks. We generate additional revenues from leasing excess
satellite capacity and providing related support services to other cable
programmers.
BACKGROUND
We were founded by Mr. Glenn R. Jones. Mr. Jones has been instrumental in
leading our early growth and is our majority shareholder and Chairman.
Mr. Jones beneficially owns 95.5% of our Class B Common Stock, which has the
right as a class to elect 75% of our Board of Directors, and approximately 75%
of our Class A Common Stock. Mr. Jones has been a leader in the cable television
business for over 35 years and in 1994 he was inducted into the Broadcasting and
Cable Hall of Fame.
We are a Colorado corporation and are the successor to certain affiliated
entities that previously conducted certain of our businesses. Our corporate
offices are located at 9697 East Mineral Avenue, Englewood, Colorado 80112. Our
telephone number is (303) 792-3111.
PRINCIPAL BUSINESSES
RADIO PROGRAMMING
We are a leading independent provider of high-quality radio programming to
radio stations nationwide. We distribute radio programming and services to radio
stations in exchange for advertising time on their radio stations that we resell
to national advertisers. This allows us to provide radio stations with a cost
efficient alternative to the talent, time and production expense required to
develop in-house programming. We offer radio stations a wide selection of
24-hour satellite delivered formats, syndicated programming and programming
consulting services. Our high-quality, personality-driven programming expands
our affiliated stations' programming selections and enables them to more
effectively compete in their markets.
Our radio programming operations feature over 90 on-air personalities, the
majority of whom have extensive top 25 market experience. We control the
production of our programming, which allows us to tailor our programs to respond
to current and changing listening preferences. Our high quality, distinctive
content is designed to enable radio stations to improve the quality of their
programming and to differentiate their on-air presentations from other stations
in their local markets. This allows our affiliates to realize higher ratings and
advertising revenues.
To supplement our in-house programming capabilities, we have agreements with
third party programmers to license and distribute their distinctive,
high-quality content. An example of such third party content is "The Music Of
Your Life," a 24-hour program targeted to a mature audience, hosted by Gary
Owens, Wink Martindale and other well-known radio personalities. Agreements with
third party programmers usually provide that the programmer creates and develops
the radio program. Our role is to:
- market the program to radio station affiliates;
- manage the relationship with radio station affiliates;
- sell network advertising; and
- provide technical support and other miscellaneous services.
We offer our programming to radio stations primarily on a barter basis. In
return for providing the station with programming content, we receive commercial
inventory, which we then sell to network advertisers. In cases where the radio
station affiliate has low ratings, we also receive a monthly license
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fee. The amount of commercial inventory we receive is based on the type and
length of the programming. Through our network advertising sales organization,
we are able to aggregate audiences based on the radio stations receiving our
programming, creating a sufficiently large audience of listeners to attract
national advertisers. The commercial inventory is then sold to advertisers, to
reach their target audiences in a cost-efficient and effective manner. We
deliver frequency, reach and the primary measurable demographic targeted by the
national advertisers, the 25 to 54 year-old adult. As a result, we currently
sell advertising to over 100 national advertisers.
Advertisers may buy our commercial inventory in the form of either
"up-front" or "scatter" market purchases. Those advertisers that participate in
the up-front market provide early commitments for national advertising time,
typically lasting 26 to 52 weeks. The quantity and price at which advertising is
sold in the up-front market depends on national advertiser demand, prevailing
advertising market conditions and the ratings of the applicable network. As the
inventory purchased up-front is taken out of the market, the remaining inventory
available in the scatter market is generally purchased at a higher rate. Scatter
purchases are for a specific, and usually shorter, periods of time and are also
for a specific amount of inventory. Typically, scatter purchases are sold at
prevailing market rates.
We market our radio programming directly to radio stations through our
13-person affiliate sales group. Our affiliate sales group uses industry market
research and databases to identify prospective radio station affiliates. Using
this data, our salespeople develop relationships with radio station affiliates
in order to serve discrete station programming needs. In addition, our marketing
team assists in the sales effort with marketing campaigns, direct mail, trade
advertising and sales materials. Our presence at industry conventions and trade
shows also allows us to increase awareness of our radio programming and sign up
new affiliates.
We have affiliate agreements with approximately 2,450 radio stations
throughout the United States. Approximately 600 of these stations receive more
than one program. Our programming is generally sold on an exclusive basis to
stations in their city of license. However, we are able to place different
programs within the same market.
Our radio offerings are:
- 24-hour formats;
- long-form syndicated programs;
- short form-syndicated programs; and
- programming and consultation services.
24-HOUR FORMATS. We deliver twelve 24-hour music programs that cover many
of the major music formats used by radio stations nationwide. We have radio
station affiliates in all 50 states and in the 50 largest markets. Our network
is designed to provide complete content for our affiliated radio stations,
replacing their in-house on-air talent and significantly reducing their
production costs. Our "round-the-clock" satellite-delivered programming is aired
live and hosted by professional radio announcers. Examples of this type of
programming include the country, adult contemporary and oldies formats. In order
to present a localized image, our on-air talent record unique liners and
positioning statements for each affiliate, which are delivered via satellite for
broadcast at the local station. In addition, our programming provides stations
with breaks to insert locally sold commercials, news, weather or traffic.
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As compensation for providing programming content and services, we receive
one or two minutes per hour of commercial inventory airtime. In situations in
which we receive two minutes per hour of inventory, we may also receive a
monthly license fee from stations providing a lower level of audience, as
measured by AQH. The typical term of these license agreements is one to three
years. Historically, contract renewals average between 80% and 85%.
We distribute the following owned or licensed (indicated *) 24-hour radio
programming:
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YEAR
LAUNCHED OR
24-HOUR PROGRAM NAME PROGRAM DESCRIPTION LICENSED
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Adult Hit Radio(TM)..................... Hot adult contemporary 1989
Soft Hits(TM)........................... Soft adult contemporary 1989
US Country(TM).......................... Mainstream country 1989
Good-Time Oldies(TM).................... 60's based oldies 1990
CD Country-Registered Trademark-........ Hot country, personality driven 1993
NAC (New Adult Contemporary)(TM)........ Smooth jazz 1994
Z-Spanish(TM)*.......................... Hispanic contemporary hit radio 1994
The Music of Your Life(TM)*............. Adult standards 1996
Classic Hit Country(TM)................. Country artists of the 60's & 70's 1997
Rock Classics(TM)....................... Mainstream classic rock 1997
La Bonita*.............................. Mass appeal adult contemporary Spanish 1999
La Buena*............................... Hit regional Mexican mixed with Banda 1999
ranchera
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LONG-FORM SYNDICATED PROGRAMMING. Long-form syndicated programming is
designed to fill, on a daily or weekly basis, a one- to six-hour time
period, such as:
- 6 am to 10 am;
- 10 am to noon;
- 4 pm to 5 pm;
- 7 pm to midnight; and
- midnight to 6 am.
Our long-form syndicated programs include talk shows hosted by nationally
known personalities, interview shows featuring popular music talent and music
countdown shows. We will continue to develop and acquire new syndicated
programming in order to increase our talent pool and audience size and to
respond to the needs of our affiliate stations. Two examples of our commitment
to develop new programming are Nashville Nights and The Dennis Prager Show. In
July 1998, we launched "Nashville Nights," a long-form country show produced at
a prominent country radio station in Nashville and distributed to over 100 radio
stations via satellite. We are responsible for all sales and marketing efforts
and our 50% venture partner, AMFM, Inc., is responsible for production of the
program. In April 1999, we launched The Dennis Prager Show on a national basis.
We produce this two-hour daily talk show, which focuses on the moral and ethical
implications of current day events and issues. The show is broadcast from
KABC-AM in Los Angeles, California, where Mr. Prager has been on the air for
over 17 years. We distribute the program via satellite to radio station
affiliates nationwide and are responsible for marketing the show to affiliates
and the advertising community. In addition, we produce a newsletter and audio
and video tapes of the program, which are sold to customers worldwide through
telemarketing and our Internet site. We have also added two high-growth
syndicated shows, Delilah and Neon Nights, through our acquisition of Broadcast
Programming.
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We target and distribute our long-form programming to larger market radio
stations that typically have bigger AQH. These shows, because they are
personality-driven, tend to garner high ratings in the markets where they are
carried. In return for providing this programming, we receive up to six minutes
per hour of commercial inventory from our radio station affiliates for each hour
of programming. The typical affiliate agreement for long-form programming is one
year.
We distribute the following owned or licensed (indicated *) long-form radio
programming:
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YEAR
LAUNCHED,
ACQUIRED OR
LONG-FORM PROGRAM NAME DESCRIPTION LICENSED
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Crook & Chase Centerstage
Specials(TM).......................... Special shows programmed for holidays 1996
The Crook & Chase Country
CountDown(TM)......................... Country's amiable ambassadors featuring 1996
today's top country songs
Country's Most Wanted................... In-studio appearances and artist 1998
interviews
hardDrive(TM)........................... A Billboard Magazine syndicated program 1998
of the year nominee that features
alternative rock artists and music
The McLaughlin Radio Hour*.............. Hosted by John McLaughlin 1998
Up Close................................ Weekly music and interviews featuring 1998
album-oriented rock artists
Your Weekend with Jim Brickman.......... Lifestyle information and celebrity 1998
guests for adult contemporary stations
Nashville Nights........................ Live evening show from Nashville 1998
featuring in studio performances by
country's hottest acts
All Access.............................. Monthly specials recorded live featuring 1998
cutting edge artists
The Dennis Prager Show.................. Monday through Friday show focused on 1999
moral and ethical issues in everyday
life
Rhona At Night*......................... Daily talk show based on sex and 1999
relationships, hosted by Rhona Raskin,
a registered clinical counselor
Delilah................................. Monday through Friday show featuring 1999
love songs and personal relationship
discussions
Neon Nights............................. Evening country music show 1999
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SHORT-FORM SYNDICATED PROGRAMMING. Our short-form programs, generally less
than five minutes in duration, consist largely of 60 to 90 second entertainment
news reports that can be interactive with the programming of affiliated radio
stations. The typical affiliate agreement for short-form programming is
approximately one year. We receive one to two minutes of commercial inventory
airtime in return for such programming.
We distribute the following owned or licensed (indicated *) short-form
programming:
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YEAR LAUNCHED
ACQUIRED OR
SHORT-FORM PROGRAM NAME DESCRIPTION LICENSED
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Fight Back! With David Horowitz*...... Popular consumer advocate 1998
Oldies Calendar With CharlieTuna...... A daily calendar with information 1998
culled from Charlie's years of
interviews with artists
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SERVICES. We also provide radio stations services such as news, information
on current events and comedy services designed to assist on-air talent in
preparation for these shows. Examples include comedy sound bites, song parodies,
fake commercials and show preparation fax services.
We distribute the following owned or licensed (indicated *) services
programming:
<TABLE>
<CAPTION>
YEAR LAUNCHED,
ACQUIRED OR
SERVICE NAME DESCRIPTION LICENSED
- ------------ -------------------------------------- --------------
<S> <C> <C>
American Comedy Network (TM)(ACN)..... Premier comedy service 1998
ACN/PDQ............................... Satellite version of ACN 1998
Associated Press*..................... Current news 1999
BP Total Radio........................ Programming consulting service 1999
</TABLE>
We also provide custom programming and consulting services to approximately
800 radio stations, including:
- format change recommendations;
- playlist and talent critiques; and
- other technical and programming consultation services.
RECENT ACQUISITION. On February 28, 2000, we acquired a company that
provides news and information to radio stations. MediaAmerica had an advertising
sales agreement with such company. The aggregate purchase price was
$1.34 million and was paid 50% in cash and 50% in our Class A Common Stock. The
results of this acquisition have not been included in any pro forma results in
this document.
CABLE TELEVISION PROGRAMMING
We own and operate two cable networks:
- Great American Country; and
- Product Information Network.
GREAT AMERICAN COUNTRY. GAC is a 24-hour country music video
network launched on December 31, 1995. GAC features a mix of current top
country hits and past country hits that capitalize on the popularity of
country music. GAC is programmed to appeal to the largest, most affluent
market segment of the country music audience--the 25 to 54 age group.
GAC acquires its music videos at no cost from record companies, which
use this method to promote their performing artists. GAC also airs long
form shows, including "Fast Forward," "The Top 15 Country Countdown,"
"Behind the Scenes" and "Inside Country." We believe that the
programming quality of GAC has significantly benefited from our
experience in the country music radio programming business.
GAC derives its revenues from license fees and national advertising. The
typical length of GAC's affiliate agreements is ten years. The monthly
license fee rate card for GAC during 1999 was $.055 per subscriber. GAC's
affiliate agreements typically provide for annual escalators of $.005 per
month per subscriber. Typically, such fees are waived for a period of time
after initial launch as an incentive to attract new affiliates. The fees are
also subject to volume discounts based on the number of subscribers
receiving GAC or the subscriber commitment made by the MSO. This strategy
has allowed us to supplant our competitors' programming with GAC in top
country markets, including Dallas, Atlanta, Reno, Sacramento, Cincinnati,
Detroit, Baltimore, Knoxville, Chattanooga and Charleston.
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GAC began developing its national spot advertising efforts in late 1997
and currently generates over $400,000 per month in advertising revenue.
GAC's advertising sales are impacted by a variety of factors, including the
level of distribution, ratings, prevailing advertising market rates, sellout
rates and number of advertising minutes available for national advertising.
In January 2000, GAC began to receive rating services from Nielsen. Nielsen
ratings will allow us to better identify our viewership at specific time
periods of the day, which in turn will enhance our ability to sell national
spot advertising. We believe that as GAC continues to increase its
subscriber level, we will be able to target a broader group of advertisers
and derive higher advertising revenues based on traditional spot
advertising, as opposed to relying on direct response advertising.
GAC is distributed to nearly 12 million subscribers on a full-time basis
and the subscriber base is growing at a rapid rate. GAC has affiliate
agreements that allow it to seek carriage on all of the cable systems owned
by five of the ten largest MSOs, including:
- Adelphia Communications Corporation;
- AT&T Corporation;
- Comcast Corporation;
- MediaOne Group, Inc.; and
- Time Warner Inc.
GAC also has an affiliate agreement with the National Cable Television
Cooperative, Inc., a cable programming cooperative.
PRODUCT INFORMATION NETWORK. PIN is a satellite-delivered long-form
advertising service owned by the PIN Venture, a joint venture with Cox
Communications, Inc. PIN was launched in February 1995 and is distributed on
its own dedicated channel 24-hours a day, seven days per week.
In September 1995, Adelphia received an interest in the venture in
exchange for a 10-year affiliate agreement to carry PIN on its cable
systems. In April 1997, we acquired an 8.35% equity interest in the PIN
Venture from Adelphia. This acquisition resulted in our owning over 50% of
the venture. On December 31, 1998, we acquired Adelphia's remaining interest
in the PIN Venture, increasing our equity position to 55.3%. Cox is now our
sole joint venture partner in PIN. We are the manager of the PIN Venture and
are responsible for its day-to-day operations.
PIN generates its revenues through the sale of long-form paid
advertising known as infomercials. An infomercial is an advertisement paid
for by the advertiser based on the time of day when the infomercial is
aired. Infomercials are usually one-half hour in length and are often
produced in an entertainment format. PIN's programming is produced and
provided by its advertisers at no cost to PIN. The majority of current
programming consists of traditional infomercials from major infomercial
producers, such as the Guthy Renker Corporation.
PIN compensates cable system operators for carriage through a rebate
program. Such payments, which are generally in the form of annual rebates
per subscriber, averaged approximately 75% of PIN's net advertising revenues
in 1999. For 1999, we paid full-time affiliates an average of $1.42 per
full-time subscriber.
PIN is distributed to subscribers through 425 cable systems and
broadcast affiliates and is carried on a portion of the cable systems of
nine of the ten largest MSOs, including:
- Adelphia Communications Corporation;
- AT&T Corporation;
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- Cablevision Systems Corporation;
- Charter Communications Inc.;
- Comcast Corporation;
- Cox Communications Inc.;
- Cable One, Inc.;
- MediaOne Group, Inc.; and
- Time Warner Inc.
PIN's standard affiliation agreement generally requires a one-year
commitment of carriage. However, the Jones Intercable, Cox
Communications Inc. and Adelphia Communications Corp. agreements are
long-term agreements, each with more than five years remaining. As of
December 31, 1999, PIN was distributed on a full- or part-time basis to
cable television systems and broadcast television stations representing over
30 million households.
INTERNET
We have developed multiple web sites that extend our radio and cable
programming content and personalities to the Internet and allow us to capitalize
on advertising and e-commerce opportunities. We have extended our cable
programming such as GAC, to the Internet by developing CountryStars.com, a site
that offers content catering to country music fans and the "country" lifestyle.
Similarly, we have extended our radio programming, such as "Delilah," to the
Internet with our RadioDelilah.com site. This site provides fans the ability to
find out more about Delilah, her radio show and the show's related products. We
have created similar sites for several other of our radio programs, including
"Neon Nights," "Country's Most Wanted" and "The Dennis Prager Show."
We cross-promote our web sites by using our traditional media channels,
through which we drive traffic to our sites by using commercial inventory,
in-programming and on-air promotion. Our show hosts and personalities direct
viewers and listeners to web sites for programming information, personal
appearance schedules and related entertainment links. By utilizing our content
and promotional capabilities to extend our branded programming to the Internet,
we have developed new advertising and e-commerce revenue opportunities in an
effective and cost-efficient manner. In addition, our advertising sales
organization offers national advertisers "one-stop shopping" opportunities to
purchase advertising packages that reach across radio, cable and the Internet.
Based on the initial success of this model, we intend to replicate this strategy
on our other branded radio and television programming.
The primary driver for increasing both advertising sales and e-commerce
revenues is traffic on our web sites. We use our commercial inventory and on-air
promotions to drive visitors to our multiple sites and encourage viewer and
listener participation through the Internet. For example, GAC's popular show
"The Top Fifteen Country Countdown" is tied directly to CountryStars.com. Each
week, thousands of visitors vote for their favorite videos on-line and this data
is used to determine the top 15 videos for that week's show. CountryStars.com
site vistors are also given the opportunity to purchase GAC premium items and
soon will be able to choose from a wide selection of merchandise, including
compact discs, apparel, specialty foods, books, country memorabilia and
collectibles.
The traffic that we drive to our web sites through our traditional media
allows us to offer advertisers the ability to target a pre-qualified audience
that has demonstrated a focused interest in related content. For example,
advertisers that purchase time on our radio program "Delilah," can extend their
purchase to the RadioDelilah.com site. Because our advertising sales efforts for
radio, cable and the Internet are handled by our in-house sales organization,
this strategy allows us to create cost effective, integrated advertising
packages for our clients.
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Our portfolio of Internet sites includes the following:
COUNTRYSTARS.COM. CountryStars.com is a "country" lifestyle portal offering
entertainment, information and shopping related to the country lifestyle. The
site offers fans a variety of news and information about their favorite country
music artists.
RADIODELILAH.COM. Radiodelilah.com is a site designed for listeners and
fans of the Delilah syndicated radio program.
RADIOLIA.COM. Radiolia.com is a web site connected with the Neon Nights
syndicated radio show, hosted by Lia Knight.
DENNISPRAGER.COM. The Dennisprager.com site, associated with The Dennis
Prager Show.
ADVERTISING SALES SERVICES
Most radio stations carry some form of network or syndicated programming
during part of the day or week. The current demand for syndicated programming
has resulted in a large number of syndicated program producers, some of whom are
not able to accumulate sufficient audience or national coverage to attract
advertising revenues from national advertisers. MediaAmerica was created in 1987
to service these independent producers. By consolidating the advertising sales
revenues from multiple syndicators, in addition to our owned programming, we
have the economies of scale to staff a national sales organization beyond what
some individual producers could independently afford. In addition, we have the
ability to aggregate the commercial broadcast time of these syndicators and
present packages for sale to national advertisers such as General Motors Corp.,
Procter & Gamble, Warner-Lambert, Amazon.com, A&E Television and GEICO. Our
ability to aggregate time benefits syndicators by giving them access to
advertisers that typically only purchase commercial broadcast time delivering a
specific threshold level of the national audience. Advertisers benefit from the
ease of buying from one professional sales organization that can deliver a
larger audience versus a single producer. The producer pays us a commission for
the sale of the commercial broadcast time and related services such as inventory
management, commercial scheduling, proof-of-performance collection and financial
services.
We represent over 90 programs or services produced by approximately 30
programmers. Such programs include The Motley Fool produced by Cox Radio,
Newsweek on Air and NASCAR Motor Racing Network. In general, our advertising
sales agreements have terms of one to three years in duration and provide for
commissions as a percentage of net sales and revenues from the sale of
advertising time after deducting standard advertising agency fees. These
agreements typically give us exclusive network advertising sales rights for the
programming.
Our 16 advertising account executives and sales managers are located in six
major advertising markets in the United States (New York, Los Angeles, Chicago,
Dallas, Detroit and Denver). In the first half of 2000, we intend to open a
sales office in Nashville. These account executives market the commercial
broadcast time of our producers and programs via personal selling to national
advertisers and their advertising agencies. The sales team has an average of
16 years experience in the advertising sales and sales management arena.
Additionally, we are in the process of developing numerous cross-selling
opportunities and other synergies that arise from the complementary nature of
our services and customer base of national advertisers.
In order to serve our many producers and advertising clients, we have
developed a state of the art, proprietary software system that handles the sales
proposal, airtime inventory management and order processing for our advertising
sales. In addition, our research department continuously analyzes a variety of
data to provide our salespeople with accurate estimates of listening audiences,
creative means to demonstrate the particular advantages of the programs we sell,
and network radio's advantages
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versus other media forms. We utilize audience listening data from Arbitron, an
independent rating service, to develop our audience and demographic reports for
all of our programs.
In addition to our network radio business, we sell network advertising for
our two cable networks. With the recent launch of our Internet effort, we have
begun providing advertising sales services to our own web sites and to those
owned by third parties. In February 2000, we entered into a two-year agreement
(which can be extended for an additional year) to provide advertising sales
services for Matchmaker.com, an online dating service owned by Metrosplash.com.
We also have an exclusive long-term agreement to provide advertising sales
services to Sirius Satellite Radio, one of only two licensed satellite radio
providers in the United States. Sirius is expected to launch its service in the
fourth quarter of 2000 with approximately 100 channels of digital radio service,
up to 50 of which will carry commercials.
SATELLITE SERVICES
We support our distribution of programming with satellite services. We
transmit our radio and cable television programming directly to radio stations,
cable system operators and other video distributors via satellite transponders
that we either own or lease. We provide playback services, trafficking and
ground-to-satellite transmission of our programming services from our uplink
facility in Englewood, Colorado. Through digital compression of one of our
transponders we have created additional channel capacity to use either for our
own programming or to lease to other parties.
We own two satellite transponders on strategically positioned GE Americom
satellites, Satcom C-3 and Satcom C-4. Through these transponders, we deliver a
variety of popular cable television programming. We use digital technology in
providing uplink, playback and trafficking services. On Satcom C-3, GAC, PIN and
two related parties lease four of seven available channels. The lease terms are
generally for the remaining life of the satellite. One related party's lease,
however, is for a seven-year term with a one-time option, exercisable by the
related party on six months advance notice, to terminate the lease on July 1,
2001. We anticipate this option will be exercised. A fifth channel is leased to
a third party through the life of this satellite. This lease is in default due
to nonpayment and it is unlikely we will receive further payments under this
lease. At minimal incremental cost, we could further digitally compress the
transponder to add at least three additional channels.
We have leased the C-4 transponder to an unrelated party. This lease
terminates on December 31, 2002, with an option, exercisable by the lessee, to
extend through October 16, 2004. The lease provides for monthly payments
averaging $160,000.
We continue to market our additional compressible capacity on our Satcom C-3
transponder and related services. We expect that our satellite transponders will
be effective to provide distribution for radio and television programming until
2004, at which time we will be required to locate new satellite transponder
space to use for our programming.
EMPLOYEES
We refer to our employees as associates. As of December 31, 1999 we had 269
full-time and 84 part-time associates. In addition, we maintain relationships
with independent writers, program hosts, technical personnel and producers. None
of the associates are covered by a collective bargaining agreement and we
believe our employee relations to be good.
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COMPETITION
RADIO PROGRAMMING. Our radio network competes for national advertising
revenues and radio station affiliates with major network radio distribution
companies, as well as with a large number of smaller independent producers and
distributors. The dominant competitors in the industry are affiliated with major
station owners, have recognized brand names and control large networks that
include affiliates to which the competitors pay to broadcast the network's
commercials. Beginning in early 1997, many of our larger competitors began to
consolidate, thus intensifying competition.
Our largest competitors include ABC Radio Networks, Westwood One/CBS Radio
Networks, Premiere Radio Networks and AMFM.
Radio networks also face competition from local radio stations. With the
advent of new technologies, local radio stations can pre-record their local
announcers and automate their operations. This allows for cost reductions and
greater operating efficiency. A recent technological innovation, satellite
radio, permits national radio stations to broadcast digital quality radio
programming nationwide via satellite. In February 1997, the FCC auctioned two
satellite radio licenses. These licenses were awarded to Sirius Satellite Radio
(formerly CD Radio) and XM Satellite Radio. Sirius satellite radio service is
expected to be available in late 2000. Additionally, recent technological
advancements have improved the quality and availability of Internet radio, which
includes the technology of wireless Internet radio for automobiles. We cannot
predict what effect digital satellite radio or Internet radio will have on the
radio industry or on us.
CABLE TELEVISION NETWORKS. Our cable television networks compete for
distribution, viewers and advertising revenues with hundreds of cable and
broadcast television networks supplying a variety of entertainment and
infomercial programming. GAC's principal direct competitor is Country Music
Television, an advertiser-supported basic cable network owned by CBS, Inc., that
delivers country music videos on a 24-hour basis. GAC also competes with CBS's
The Nashville Network. PIN competes directly with at least two other infomercial
networks, Access Television Network and GRTV, both of which have significant
distribution capabilities. PIN also competes with at least 30 cable television
networks that air infomercial programming, many of which have a substantial
number of subscribers.
With advances in technology, we expect to encounter additional competition
for viewers as technological advances, such as the deployment of fiber optic
cable, digital compression technology and the multiplexing of cable services are
examples of new technologies that allow cable systems to expand their channel
capacity and enhance their ability to add networks.
INTERNET. The e-commerce and Internet advertising markets are competitive.
The volume and variety of companies engaged in e-commerce creates significant
competition for e-commerce dollars. We compete with other music web sites, some
of which target the same audience segments.
ADVERTISING SALES SERVICES. The network advertising representation business
is highly competitive, both in terms of competition to gain program provider
clients and the sale of airtime inventory to national advertisers. Our network
advertising representation business competes with major network radio
distribution companies operating divisions that sell their own company's airtime
inventory and contract with third party radio programmers to sell their national
airtime inventory. Over the last three years, many independent program providers
have been acquired by major network distribution companies. These companies have
large amounts of commercial inventory to sell and also possess significant
resources.
We also compete on behalf of our clients for advertising dollars with other
media such as broadcast and cable television, print, outdoor and Internet. The
primary factors determining success in the radio advertising sales service
industry are strong relationships with advertising agencies and
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national advertisers, acquisition and maintenance of representation contracts
from producers with high quality, name brand products and experienced
advertising sales personnel.
We also compete for Internet advertising revenues with large web publishers,
search engine companies, advertising networks and other advertising sales
services. The primary competitors offering Internet advertising sales services
are Doubleclick, 24/7 Media and Flycast. These three companies, whose combined
revenues are currently only 6% of total Internet advertising revenues, have
created networks that represent thousands of affiliated web sites.
SATELLITE SERVICES. We compete in the delivery of domestic satellite
services with satellite owners and resellers, satellite service providers,
microwave carriers and full-service teleports.
Our principal competitors have substantially greater resources, including
Vyvx Teleport, TCI National Digital Television Center, GE Americom and Hughes
Electronics Corp. We believe that transmission quality, reliability, price and
the location of uplink facilities are the key competitive factors in this
market.
OTHER COMPETITIVE FACTORS. As there are generally few legal barriers or
proprietary rights to prevent entry into our markets, we could face future
competition from new competitors offering services similar to ours. Many of our
competitors have greater resources and there can be no assurance that we will be
able to compete successfully in the future. Also, technology changes, such as
Internet and satellite delivered radio and television, could cause the entry of
new competitors.
GOVERNMENT REGULATION
Although our radio and television networks are not generally directly
regulated by the FCC, the radio stations and cable television systems to which
we sell our programming are regulated. As a result, the federal laws and FCC
regulations that affect these entities indirectly affect us.
Among other things, the FCC adopts and implements regulations and policies
that directly or indirectly affect the ownership, operation and sale of radio
and television stations. The FCC also has the power to impose penalties for
violations of its rules or federal statutes. Such regulation may adversely
affect us. Recent federal regulation has resulted in a greater number of radio
group owners seeking to reduce costs.
The cable television industry is subject to extensive federal, state and
local regulation. Regulation can take the form of price controls, programming
carriage requirements and programming content restrictions. Such regulation
could affect the availability of time on local cable television systems for sale
by us, as well as the price at which such time is available. Both GAC and PIN
are subject to the FCC's rules requiring closed captioning for the hearing
impaired on all programming beginning in the first quarter of 2000. We expect
that compliance with these rules will not have an adverse effect on our
financial condition. We cannot assure you that material, adverse changes in
regulations affecting us, or the cable television industry in general, will not
occur in the future.
Our satellite delivery and production support services are directly
regulated by the FCC. We hold FCC microwave and earth station uplink licenses
that we utilize to provide delivery and support services. Because these licenses
relate primarily to the technical operation of our microwave and uplink
facilities, which are used for internal purposes and program delivery, there are
only limited regulatory burdens associated with keeping these licenses in good
standing.
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RISK FACTORS
Our business involves certain risks, related to, among other factors:
(i) our history of net losses, (ii) our outstanding debt and the restrictions
imposed by the Indenture pursuant to which the debt was issued, (iii) our
dependence upon earnings and cash flow of our subsidiaries, (iv) distribution of
our radio and television programming, (v) dependence on advertising
relationships and revenues, (vi) the implementation of our Internet strategy,
(vii) business expansion issues, (viii) our stock ownership, (ix) the fact that
we engage in and expect to continue to engage in certain transactions with our
affiliates, (x) intense competition from various sources which affect all
aspects of our business and (xi) other information about us set forth in this
Form 10-K Report and our other filings with the Securities and Exchange
Commission.
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ITEM 2. PROPERTIES
Our principal executive offices are located in Englewood, Colorado. We
sublease office space from affiliates of Jones International, as well as office
space and studio space from third parties. See "Certain Relationships and
Related Transactions." In addition, we own 8.4 acres of land in Englewood,
Colorado. We believe our office space, studio space and Earth Segment's
satellite uplink facility are adequate to meet our current needs. The following
table lists the location and square footage of our facilities and indicates
whether these are owned or leased:
<TABLE>
<CAPTION>
ENTITY UTILIZING FACILITY LOCATION SQUARE FOOTAGE OWNED/LEASED
- ------------------------- ------------------- -------------- ------------
<S> <C> <C> <C>
Earth Segment................................ Englewood, Colorado 13,194 Owned
Company...................................... Englewood, Colorado 7,571 Leased
Jones Radio Network.......................... Englewood, Colorado 17,496 Leased
MediaAmerica................................. New York, New York 18,868 Leased
MediaAmerica................................. Chicago, Illinois 224 Leased
Milford,
MediaAmerica................................. Connecticut 1,966 Leased
MediaAmerica................................. Dallas, Texas 150 Leased
MediaAmerica................................. Detroit, Michigan 125 Leased
MediaAmerica................................. Washington, D.C. 350 Leased
MediaAmerica................................. Los Angeles, CA 108 Leased
Broadcast Programming........................ Seattle, WA 16,560 Leased
</TABLE>
ITEM 3. LEGAL PROCEEDINGS
From time to time, we are involved in routine legal proceedings incident to
the ordinary course of our business. We believe that the outcome of all such
routine legal proceedings in the aggregate will not have a material adverse
effect on our financial condition or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS
Not applicable.
ITEM 6. SELECTED FINANCIAL DATA
The following tables summarize certain financial and operating data for our
business. This information should be read along with "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and our
consolidated financial statements and notes to those statements included
elsewhere in this document. The historical statements of operations and balance
sheet data as of and for each of the years in the five-year period ended
December 31, 1999, have been derived from
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our consolidated financial data. This data has been audited by Arthur Andersen
LLP, independent auditors.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------
1995 1996 1997 1998 1999
----------- ----------- ----------- ----------- -----------
(IN THOUSANDS EXCEPT SHARE, PER SHARE AND RADIO STATION AFFILIATE
DATA)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS:
Revenues............................................ $ 15,127 $ 16,654 $ 29,112 $ 38,212 $ 64,366
Operating expenses:
Operations........................................ 8,095 8,914 17,049 27,181 43,617
Selling and marketing............................. 1,374 1,807 3,491 5,412 6,438
General and administrative........................ 303 581 1,151 1,116 1,491
Depreciation and amortization..................... 3,888 4,476 5,168 6,266 10,775
---------- ---------- ---------- ---------- ----------
Total operating expenses........................ 13,660 15,778 26,859 39,975 62,321
---------- ---------- ---------- ---------- ----------
Operating income (loss)............................. 1,467 876 2,253 (1,763) 2,045
---------- ---------- ---------- ---------- ----------
Interest expense, net............................... 4,006 4,428 5,569 8,195 11,729
Other expense....................................... 5 (841) 616 1,228 (32)
Income tax provision (benefit)...................... (498) (387) (1,342) 49 (470)
Minority interest................................... -- (9) 903 215 881
---------- ---------- ---------- ---------- ----------
Net loss............................................ $ (2,046) $ (2,315) $ (3,493) $ (11,450) $ (10,063)
========== ========== ========== ========== ==========
Net loss per common share:
Basic............................................. $ (0.40) $ (0.45) $ (0.64) $ (1.71) $ (1.32)
Fully diluted..................................... $ (0.40) $ (0.45) $ (0.64) $ (1.71) $ (1.32)
Weighted average shares outstanding:
Basic............................................. 5,129,466 5,129,466 5,500,560 6,715,805 7,617,926
Fully diluted..................................... 5,129,466 5,129,466 5,500,560 6,702,010 7,601,868
OTHER DATA:
EBITDA(a)........................................... $ 5,355 $ 5,352 $ 6,599 $ 4,290 $ 11,960
Capital expenditures................................ 1,262 2,969 1,367 2,258 850
Cable programming distribution payments(b).......... -- -- -- 3,064 6,354
Net cash provided by (used in):
Operating activities.............................. 364 4,776 7,589 (7,065) 2,398
Investing activities.............................. (1,873) (3,971) (1,156) (35,021) (32,633)
Financing activities.............................. (809) (807) (2,720) 59,023 22,851
AUDIENCE DATA (at end of period):
Radio station affiliates(c)......................... 929 1,273 1,484 2,146 2,485
Radio Station AQH (24-hour formats)(d).............. 1,530 2,180 2,296 2,369 1,986
Radio Station AQH (syndicated)(d)................... -- 834 1,048 6,090 12,401
Great American Country subscribers(e)............... 14 1,049 1,550 7,131 11,971
Product Information Network subscribers(e).......... 4,825 8,111 11,497 20,634 30,094
Product Information Network FTRE's(f)............... 3,607 4,803 7,036 8,647 12,934
BALANCE SHEET DATA (at end of period):
Cash and cash equivalents(g)........................ $ 5 $ 4 $ 3,717 $ 10,654 $ 13,271
Working capital (deficit)........................... (847) (6,615) (9,331) 16,047 13,246
Total assets........................................ 36,352 38,298 41,358 110,894 128,462
Total long-term debt(h)............................. 53,476 53,277 45,312 100,000 100,000
Shareholders' equity (deficit)...................... (20,360) (23,269) (18,206) (11,333) 2,702
</TABLE>
- -------------
(a) EBITDA is unaudited and represents operating income (loss) plus depreciation
and amortization minus the EBITDA attributable to the minority interest in
the PIN Venture, a consolidated 55.3%-owned subsidiary. Management
acknowledges that EBITDA is not a measure of performance or liquidity
calculated in accordance with generally accepted accounting principles.
However, EBITDA is a measure widely used by analysts and investors in the
media industry to determine a company's operating performance and ability to
service and incur debt. EBITDA should not be considered in isolation or as a
substitute for net income (loss), cash flows from operating activities or
other consolidated income or cash flow statement data prepared in accordance
with generally accepted accounting principles or as a measure of
profitability or liquidity.
(b) Cable programming distribution payments made by GAC to multiple system cable
television operators for carrying GAC programming. These payments are
reflected as intangible assets on the balance sheet and are amortized over
the period during which any portion of such payment is refundable (usually 5
to 10 years).
(c) Represents the number of non-duplicating radio station affiliates receiving
our programs at the end of the periods indicated.
(d) AQH represents the average audience estimated to have listened, for a
minimum of five minutes during any quarter hour, to a radio station
broadcasting our advertising. For the 24-hour formats, the period used to
determine AQH is Monday through Friday, 6am to 7pm. The period used to
determine AQH for syndicated programs is the time during which the
commercials associated with the programs or services are broadcast. These
AQH estimates are derived from data provided by Marketron (a third party
processor) that is based on Arbitron copyrighted and proprietary audience
estimates. They are not estimates produced by Arbitron. Radio advertising is
generally sold on the basis of the listening audience as quantified by AQH.
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Beginning in the period ended December 31, 1998, we have excluded the AQH
related to non-recurring specials. AQH (24-hour formats) has been restated
for periods prior to 1998 to reflect our creation in 1998 of a second
selling network resulting from the division of our then-existing network.
This division more accurately reflects our audience to radio advertisers.
The effect of this restatement is to make periods prior to 1998 comparable
to 1998 and later periods.
(e) Represents the total number of subscribers at the end of the periods
indicated.
(f) FTREs represent the number of full-time revenue equivalent subscribers
receiving PIN at the end of the periods indicated. FTRE weights part-time
subscribers based on the number of hours carried, the daypart carried and
the revenue associated therewith.
(g) Excludes restricted cash of $10.0 million at December 31, 1998.
(h) Includes current and non-current maturities of long-term debt and capital
lease obligations.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THE FOLLOWING DISCUSSION OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
SHOULD BE READ IN CONJUNCTION WITH OUR HISTORICAL CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES THERETO APPEARING ELSEWHERE IN THIS FORM 10-K. THIS
DOCUMENT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES. OUR ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THE RESULTS
DISCUSSED IN ANY FORWARD-LOOKING STATEMENT.
OVERVIEW
We create, develop, acquire and produce programming that we distribute to
radio stations, cable television system operators and other video distributors.
We have also recently launched multiple, complementary web sites extending our
programming content and talent to the Internet. Through our leading advertising
sales business, we are able to capitalize on our multi-platform programming
content and our ability to effectively target a nationwide audience, providing
national advertisers with an efficient means to aggregate their desired
demographic groups. We also provide satellite services for our two cable
networks and for other cable networks.
The comparison of our results of operations from period to period is
affected by the purchase of the business of MediaAmerica on July 10, 1998 and
the purchase of Broadcast Programming on August 2, 1999.
OPERATING MODEL
Our revenues and operating expenses are derived from radio programming and
cable television programming businesses, advertising sales services and
satellite support services and, starting in the fourth quarter of 1999, include
Internet operations. Operating expenses are comprised of operations expenses,
which are direct expenses and related expenses incurred by each business
segment, selling and marketing expenses, general and administrative expenses,
and depreciation and amortization expenses.
RADIO PROGRAMMING
Our radio programming revenues consist primarily of advertising revenues
and, to a lesser extent, monthly license fees paid by smaller radio station
affiliates. We provide radio programming and services to radio stations in
exchange for advertising time that we resell to national advertisers who market
their products or services on our radio network. We recognize revenues upon
airing advertisements. In smaller markets, we charge radio stations monthly
license fees in addition to advertising time. Revenues from license fees have
remained stable, reflecting our decision to focus on programming targeted at
larger market radio stations that generally are not charged license fees.
Radio programming operations expenses consist of program licensing, program
development and production costs, distribution and delivery costs and other
costs, including the costs of researching, designing, producing and licensing
programs for our radio network. Radio distribution and delivery costs include
satellite transponder expenses, uplinking charges and other associated costs.
CABLE TELEVISION PROGRAMMING
We provide cable television programming to cable television system operators
and other video distributors, sell advertising time on our two cable networks
and receive a license fee for our country music television network. We recognize
advertising revenues upon airing advertisements. Any amounts received from
customers for advertisements that have not been aired during the period are
recorded as unearned revenues until such time as the advertisements are aired.
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GREAT AMERICAN COUNTY. GAC's revenues consist of advertising revenues, as
well as subscriber license fees paid by cable operators who receive the network.
GAC generates advertising revenues by selling airtime to advertisers. GAC's
advertising revenues consist of both direct response and national spot
advertising. Direct response advertising is airtime sold to agencies or national
advertisers who have developed commercials designed to motivate viewers to call
an 800 phone number to purchase their product or service. Payment for such
advertising is typically guaranteed, regardless of viewer response. Direct
response advertising usually earns significantly lower rates than traditional
national spot advertising.
Traditional national spot advertising is typically sold by cable television
networks that can demonstrate an ability to deliver the type and quantity of
viewers that national advertisers seek to target with their advertising. As the
number of GAC subscribers and audience continue to increase, GAC will become a
more attractive advertising vehicle for national spot advertisers. Advertising
revenues are impacted by a variety of factors, including the level of
distribution (number of subscribers), ratings, audience composition
(demographics), advertising market conditions and the amount of advertising
inventory allocated for national advertising.
License fee revenues are earned monthly based on a per subscriber rate set
pursuant to the cable operator's agreement with us and the number of subscribers
that are receiving GAC during the month.
Historically, we have typically entered into 5 to 10 year contracts with
affiliates providing for carriage of GAC. In order to increase the distribution
of GAC, we offer affiliates a one-time cable programming distribution payment,
which is generally based on the number of subscribers receiving the GAC service.
These payments are capitalized and amortized over the period during which any
portion of such payment is refundable.
PRODUCT INFORMATION NETWORK. We launched PIN in February 1995 as a joint
venture with Cox Communications, Inc. and, later, with Adelphia Communications
Corp. We now own 55.3% of PIN. Effective April 1, 1997, we consolidated the
results of operations of PIN for financial reporting purposes. As a part of the
organization of PIN and in exchange for their equity interests, Cox and Adelphia
agreed to carry PIN for 10 years.
PIN generates its revenues through the sale of long-form paid advertising
known as infomercials. An infomercial is an advertisement that is paid for by
the advertiser on the basis of the time of day it is aired and the number of
homes reached at that time of day. Infomercials are approximately one half-hour
in length and are often produced in an entertainment format with high production
quality. As PIN increases its distribution to additional households, we believe
PIN will be able to increase the rates it charges for airtime.
PIN compensates cable system operators for carriage of PIN through a rebate
program. Such payments, which are generally in the form of annual rebates per
subscriber, averaged approximately 75% of PIN's net advertising revenues in 1999
attributable to the time that the cable system carried PIN programming.
Because most of the programming on our cable networks is provided to us
without cost, cable television programming operations expenses consist primarily
of program distribution and delivery costs, such as satellite transponder
expenses, uplinking charges and associated costs.
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INTERNET
We currently operate multiple web sites that allow us to capitalize on
Internet advertising and e-commerce opportunities. We anticipate deriving
revenues from our Internet web sites through three primary sources:
- ADVERTISING SALES. Our advertising sales include the sale of "banner ads"
through our network advertising representation services, sponsorship of
events and other special content, "click through" Internet advertising
sold separately or packaged with our other advertising inventory, and
audio and video advertising packaged with "streaming media" and Internet
radio products.
- E-COMMERCE. Our web sites will highlight the availability of products
that are of interest to site visitors. Visitors who wish to purchase a
particular product will be able to "click" directly to that product within
the web site storefront and will be exposed to other related products.
Most products will be supplied by third parties, such as catalog
distributors and wholesalers, with established procurement and fulfillment
capabilities. We may also pursue additional e-commerce opportunities such
as online auctions and ticket sales.
- PAY-PER-VIEW. We plan to sell live events on a pay-per-view basis to web
site visitors with high-speed, broadband Internet connections. We plan to
test the technology for streaming programming content over the Internet in
2000 and to begin regularly scheduled pay-per-view events in subsequent
years.
We are implementing a broad Internet strategy in which we will develop web
sites for many of our radio formats and certain of our syndicated programming.
As a result, Internet operations expenses increased substantially beginning in
the fourth quarter of 1999 and will continue to increase in 2000. To date, we
have not generated significant revenues from our Internet business, nor have we
incurred significant costs in creating, developing and operating our Internet
business. Over the next 12 to 18 months we anticipate salary, content
development and associated expenses and marketing expenses to increase as we
develop new web sites and expand our existing web sites.
ADVERTISING SALES SERVICES
Our advertising sales services business produces revenue by charging fees to
advertising sales services clients. Fees generally consist of a percentage of
the advertising revenue generated on the client's national radio programs. By
combining our owned and third party advertising inventory, we have the ability
to create customized advertising networks that allow advertisers to reach their
target markets. We are also developing an Internet advertising sales services
business, which will sell national advertising for our own web sites, as well as
the web sites of third parties. We believe we will begin to generate Internet
advertising sales services revenues in the first half of 2000. Further, in 2000
we will expand sales of national spot advertising for GAC through our existing
advertising sales services organization.
Advertising sales services expenses consist of costs associated with the
selling of advertising time for third party radio programmers and our own radio
and cable networks. These costs are relatively fixed in nature and consist of
research, trafficking and management associates. Our fixed cost structure
enables us to leverage our existing infrastructure, thereby allowing for
expansion of our advertising sales services to cable television and web site
publishers at a marginal incremental cost.
Beginning in the first quarter of 2000, we plan to significantly increase
our operating expenses to develop our Internet and our cable advertising sales
services businesses. We intend to hire associates to sell and market Internet
advertising to third party web site publishers and associates to sell GAC spot
advertising.
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SATELLITE SERVICES
We generate revenues by providing satellite delivery and production support
services, including uplinking, trafficking and playback to related parties,
third parties and for our own programming operations. We recognize satellite
delivery and production support revenues upon the completion of the services or
as provided by contract.
Satellite delivery and production support operations expenses include
uplinking charges and other associated operating costs. These costs are
relatively fixed in nature, which gives us a high degree of operating leverage.
SELLING AND MARKETING EXPENSES
Selling and marketing expenses are incurred to retain and increase the
number of radio station and cable system affiliates and advertising sales
clients. These expenses include salaries and commissions, travel and associated
expenses related to our sales and marketing activities, in addition to costs of
designing, producing and distributing marketing, advertising and promotional
materials for all segments. We anticipate increases in selling and marketing
expenses and associated costs as we continue to expand the distribution of our
radio programming, cable television programming, and Internet products and
increase the number of advertising sales clients. We intend to use our radio and
cable television content, commercial inventory and on-air promotions to drive
targeted audiences to our complementary web sites. We also anticipate purchases
of third party advertising time to promote our radio, cable television and
Internet programming.
Historically we have shared a cable television affiliate sales department
with a related company. Because this company ceased distribution efforts in the
last quarter of 1999, cable television affiliate sales expenses increased
beginning in the last quarter of 1999 and are anticipated to further increase in
2000.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses include personnel and associated costs
for corporate management staff and support personnel including the accounting
and financial reporting functions. As we continue to grow, we anticipate that
our general and administrative expenses will rise.
DEPRECIATION AND AMORTIZATION EXPENSES
As the result of the acquisitions of the assets of Broadcast Programming and
MediaAmerica, our amortization expenses related to intangible assets and
goodwill have increased dramatically. In addition, we amortize our cable
programming distribution payments using the straight-line method over the period
during which any portion of such payment is refundable.
OTHER EXPENSE
Total other expenses consist primarily of interest expense, interest income,
equity in (income) loss of subsidiaries and other miscellaneous items.
21
<PAGE>
RESULTS OF OPERATIONS
The following table sets forth the amount of, and percentage relationship to
total net revenues of, certain items included in our historical consolidated
statements of operations for each of our business segments for the periods
indicated and certain items included in our unaudited pro forma consolidated
statements of operations for the period indicated. Operating expenses include
operations expenses, selling and marketing expenses and depreciation and
amortization expenses attributable to each segment. General and administrative
expenses include depreciation and amortization of assets not attributable to a
particular business segment. The pro forma data gives effect to (i) the
Broadcast Programming acquisition and (ii) our issuance of the Series A
Convertible Preferred Stock (together, the "1999 Pro Forma Transactions"). This
pro forma data assumes that the 1999 Pro Forma Transactions were completed on
January 1, 1999, and that the proceeds thereof were used to repay our
$20.0 million revolving credit facility. We have not historically disclosed
non-significant acquisitions, such as Broadcast Programming, and are not
required to do so in the future.
We have provided pro forma information, which presents comparable results,
in order to enhance understanding of future operations. Under the caption "Year
Ended December 31, 1999 Compared to Year Ended December 31, 1998," we have
compared revenues and operations expense on a pro forma basis. The pro forma
revenues and operations expense for the year ended December 31, 1998 give
effect, in addition to the 1999 Pro Forma Transactions, to the acquisition of
the assets of MediaAmerica (the "1998 Pro Forma Transaction"), and assume that
the 1998 Pro Forma Transaction and the 1999 Pro Forma Transactions were
completed on January 1, 1998.
<TABLE>
<CAPTION>
ACTUAL PRO FORMA
--------------------------------------------------------------------- -------------------
YEAR ENDED DECEMBER 31, YEAR ENDED
--------------------------------------------------------------------- DECEMBER 31,
1997 1998 1999 1999
------------------- ------------------- ------------------- -------------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Programming content:
Radio........................ $10,200 35% $ 10,428 27% $ 19,379 30% $ 24,352 35%
Cable television............. 12,002 41 16,892 44 27,345 42 27,345 40
Internet..................... -- -- -- -- 108 1 108 --
Programming support services:
Advertising sales services... -- -- 4,720 13 9,035 14 8,840 13
Satellite services........... 6,910 24 6,172 16 8,499 13 8,499 12
------- ---- -------- ---- -------- ---- -------- ----
Total revenues............. 29,112 100 38,212 100 64,366 100 69,144 100
------- ---- -------- ---- -------- ---- -------- ----
Operating expenses:
Programming content:
Radio........................ 9,533 33 11,890 31 19,320 30 25,250 37
Cable television............. 11,400 39 17,419 46 27,106 42 27,106 39
Internet..................... -- -- -- -- 453 1 453 1
Programming support services:
Advertising sales services... -- -- 4,283 11 8,604 14 8,604 12
Satellite services........... 4,771 16 5,262 14 5,339 8 5,339 8
------- ---- -------- ---- -------- ---- -------- ----
Segment total.............. 25,704 88 38,854 102 60,822 95 66,752 97
General and administrative..... 1,155 4 1,121 3 1,499 2 1,499 2
------- ---- -------- ---- -------- ---- -------- ----
Total operating expenses..... 26,859 92 39,975 105 62,321 97 68,251 99
------- ---- -------- ---- -------- ---- -------- ----
Operating income (loss).... 2,253 8 (1,763) (5) 2,045 3 893 1
------- ---- -------- ---- -------- ---- -------- ----
Interest expense, net............ 5,569 19 8,195 21 11,729 18 11,557 17
Other expense (income), net...... 616 2 1,228 3 (32) -- (32) --
Income tax provision (benefit)... (1,342) (4) 49 -- (470) (1) (470) (1)
Minority interest................ 903 3 215 1 881 2 1,336 2
------- ---- -------- ---- -------- ---- -------- ----
Net loss......................... $(3,493) (12)% $(11,450) (30)% $(10,063) (16)% $(11,498) (17)%
======= ==== ======== ==== ======== ==== ======== ====
</TABLE>
22
<PAGE>
The unaudited pro forma data reflects the 1999 Pro Forma Transactions
through the following adjustments:
a) the elimination of intercompany transactions;
b) the elimination of interest from our credit facility, which was utilized
for the acquisition of Broadcast Programming and was repaid from the
proceeds of the sale of the Series A Convertible Preferred Stock; and
c) adjustments to radio programming operating expenses for the amortization
of goodwill and intangible assets related to the Broadcast Programming
acquisition.
The following table sets forth EBITDA for the years ended December 31, 1997,
1998 and 1999. EBITDA is unaudited and represents operating income (loss) plus
depreciation and amortization minus EBITDA attributable to the minority interest
in the PIN Venture, a consolidated 55.3%-owned subsidiary. Management
acknowledges that EBITDA is not a measure of performance or liquidity calculated
in accordance with generally accepted accounting principles. However, EBITDA is
a measure widely used by analysts and investors in the media industry to
determine a company's operating performance and ability to service and incur
debt. EBITDA should not be considered in isolation or as a substitute for net
income (loss), cash flows from operating activities or other consolidated income
or cash flow statement data prepared in accordance with generally accepted
accounting principles or as a measure of profitability or liquidity.
<TABLE>
<CAPTION>
ACTUAL PRO FORMA
------------------------------ -------------
YEAR ENDED DECEMBER 31, YEAR ENDED
------------------------------ DECEMBER 31,
1997 1998 1999 1999
-------- -------- -------- -------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
EBITDA:
Programming content:
Radio............................................. $ 1,537 $ (472) $ 3,728 $ 5,387
Cable television.................................. 796 177 2,332 2,332
Internet.......................................... -- -- (344) (344)
Programming support services:
Advertising sales services........................ -- 1,039 1,409 1,215
Satellite services................................ 6,239 4,875 7,186 7,186
------- ------- ------- -------
Segment total................................... 8,572 5,619 14,311 15,776
------- ------- ------- -------
General and administrative.......................... (1,151) (1,116) (1,491) (1,491)
Less: EBITDA minority interest...................... 822 213 860 860
------- ------- ------- -------
Total EBITDA...................................... $ 6,599 $ 4,290 $11,960 $13,425
======= ======= ======= =======
</TABLE>
23
<PAGE>
QUARTERLY OPERATING RESULTS AND OTHER DATA:
The table below sets forth our quarterly operating data, including radio
station and household data, for each quarter of 1998 and 1999. This quarterly
information is unaudited but, in our opinion, reflects all normally recurring
adjustments necessary for a fair presentation of the information for the periods
presented when read in conjunction with the audited consolidated financial
statements and notes thereto. Operating results for any quarter are not
necessarily indicative of results for any future period.
<TABLE>
1998 1999
QUARTER ENDED QUARTER ENDED
------------------------------------------ ------------------------------------------
MAR. 31 JUN. 30 SEPT. 30 DEC. 31 MAR. 31 JUN. 30 SEPT. 30 DEC. 31
--------- -------- -------- -------- --------- -------- -------- --------
(UNAUDITED)
(IN THOUSANDS, EXCEPT RADIO STATION AFFILIATE DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS:
Revenues:
Programming content:
Radio................................ $ 1,582 $ 2,158 $ 3,032 $ 3,656 $ 2,959 $ 3,906 $ 5,488 $ 7,026
Cable television..................... 3,842 4,022 4,127 4,901 5,797 6,846 6,586 8,116
Internet............................. -- -- -- -- -- -- -- 108
Programming support services:
Advertising sales services........... -- -- 2,215 2,505 1,575 2,282 2,598 2,580
Satellite services................... 1,144 1,049 1,794 2,185 2,174 2,203 2,190 1,932
------- ------- -------- ------- ------- ------- -------- -------
Total revenues..................... 6,568 7,229 11,168 13,247 12,505 15,237 16,862 19,762
------- ------- -------- ------- ------- ------- -------- -------
Operating expenses(a):
Programming content:
Radio................................ 2,296 2,557 2,678 3,369 3,229 3,249 4,042 5,132
Cable television..................... 3,937 3,970 4,233 4,575 5,590 6,075 6,118 7,231
Internet............................. -- -- -- -- -- -- 175 275
Programming support services:
Advertising sales services........... -- -- 1,671 2,010 1,741 1,870 1,987 2,028
Satellite services................... 258 262 319 458 321 361 329 302
General and administrative............. 403 57 279 377 348 382 301 460
Depreciation and amortization.......... 1,359 1,292 1,713 1,902 1,990 1,981 2,528 4,276
------- ------- -------- ------- ------- ------- -------- -------
Total operating expenses........... 8,253 8,138 10,893 12,691 13,219 13,918 15,480 19,704
------- ------- -------- ------- ------- ------- -------- -------
Operating income (loss).................. (1,685) (909) 275 556 (714) 1,319 1,382 58
Interest expense, net.................... 1,300 1,248 2,828 2,819 2,879 2,879 3,123 2,848
Other expense (income), net.............. (45) 229 736 308 -- 1 12 (45)
Income tax provision/benefit and minority
interest............................... 261 76 (284) 211 70 397 556 (612)
------- ------- -------- ------- ------- ------- -------- -------
Net loss................................. $(3,201) $(2,462) $(3,005) $(2,782) $(3,663) $(1,958) $(2,309) $(2,133)
======= ======= ======== ======= ======= ======= ======== =======
OTHER DATA:
EBITDA(b).............................. $ (310) $ 310 $ 2,020 $ 2,270 $ 1,218 $ 2,896 $ 3,748 $ 4,098
Capital expenditures................... 145 394 1,377 342 274 168 146 262
Cable programming distribution
payments(c).......................... -- -- 1,129 1,935 1,471 672 1,618 2,593
Net cash provided by (used in):
Operating activities................. (8,380) 235 730 350 (2,479) 1,910 (208) 3,175
Investing activities................. (832) 136 (31,370) (2,955) (2,309) (3,826) (21,178) (5,319)
Financing activities................. 9,570 (2,001) 50,694 760 -- -- 20,100 2,751
AUDIENCE DATA (at end of period):
Radio station affiliates(d)............ -- -- -- 2,146 2,205 2,105 2,499 2,485
Radio station AQH (24-hour
formats)(e).......................... -- -- -- 2,369 2,259 2,122 2,188 1,986
Radio station AQH (syndicated)(e)...... -- -- -- 6,090 6,386 6,569 12,355 12,401
Great American Country households(f)... 2,222 3,458 4,819 7,131 8,063 8,659 10,959 11,971
Product Information Network
households(f)........................ 17,806 18,630 18,970 20,634 22,551 24,673 28,110 30,094
Product Information Network FTREs(g)... 7,088 7,682 8,056 8,647 10,159 10,709 11,683 12,934
</TABLE>
- -------------
(a) Includes selling and marketing expenses for each segment.
24
<PAGE>
(b) EBITDA is unaudited and represents operating income (loss) plus depreciation
and amortization minus EBITDA attributable to the minority interest in the
PIN Venture, a consolidated 55.3%-owned subsidiary. Management acknowledges
that EBITDA is not a measure of performance or liquidity calculated in
accordance with generally accepted accounting principles. However, EBITDA is
a measure widely used by analysts and investors in the media industry to
determine a company's operating performance and ability to service and incur
debt. EBITDA should not be considered in isolation or as a substitute for
net income (loss), cash flows from operating activities or other
consolidated income or cash flow statement data prepared in accordance with
generally accepted accounting principles or as a measure of profitability or
liquidity.
(c) Cable programming distribution payments made by GAC to multiple system cable
television operators for carrying GAC programming. These payments are
reflected as intangible assets on the balance sheet and are amortized over
the period during which any portion of such payment is refundable (usually 5
to 10 years).
(d) Represents the number of non-duplicating radio station affiliates receiving
our programs at the end of the periods indicated.
(e) AQH represents the average audience estimated to have listened, for a
minimum of five minutes during any quarter hour, to a radio station
broadcasting our advertising. For the 24-hour formats, the period used to
determine AQH is Monday through Friday, 6am to 7pm. The period used to
determine AQH for syndicated programs is the time during which the
commercials associated with the programs or services are broadcast. These
AQH estimates are derived from data provided by Marketron (a third party
processor) that is based on Arbitron copyrighted and proprietary audience
estimates. They are not estimates produced by Arbitron. Radio advertising is
generally sold on the basis of the listening audience as quantified by AQH.
Beginning in the period ended December 31, 1998, we have excluded the AQH
related to non-recurring specials. AQH (24-hour formats) has been restated
for periods prior to 1998 to reflect our creation in 1998 of a second
selling network resulting from the division of our then-existing network.
This division more accurately reflects our audience to radio advertisers.
The effect of this restatement is to make periods prior to 1998 comparable
to 1998 and later periods. Quarterly AQH data prior to December 31, 1998, is
not available.
(f) Represents the total number of subscribers at the end of the periods
indicated.
(g) FTREs represent the number of full-time revenue equivalent subscribers
receiving PIN at the end of the periods indicated. FTRE weights part-time
subscribers based on the number of hours carried, the daypart carried and
the revenue associated therewith.
25
<PAGE>
YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998
REVENUES
Total revenues increased $26.2 million, or 68%, from $38.2 million for the
year ended December 31, 1998 to $64.4 million for the year ended December 31,
1999. This increase was due to strong growth in our operations, as well as the
Broadcast Programming and MediaAmerica acquisitions. On a pro forma basis, total
pro forma revenues increased $18.3 million, or 36%, from $50.8 million for the
year ended December 31, 1998 to $69.1 million for the year ended December 31,
1999.
OPERATING EXPENSES
OPERATIONS. Operations expense increased $16.4 million, or 60%, from
$27.2 million for the year ended December 31, 1998 to $43.6 million for the year
ended December 31, 1999. As a percentage of total revenues, total operations
expense decreased from 71% for the year ended December 31, 1998 to 68% for the
year ended December 31, 1999. On a pro forma basis, total operating expenses
increased $9.8 million, or 27%, from $36.6 million for the year ended
December 31, 1998 to $46.4 million for the year ended December 31, 1999. As a
percentage of pro forma total revenues, pro forma total operations expense
decreased from 72% for the year ended December 31, 1998 to 67% for the year
ended December 31, 1999.
As a result of the transfer of a controlling interest in Jones Intercable
from Jones International and its affiliates to Comcast Corporation in
April 1999, Jones Intercable no longer shares in many of the administrative and
related expenses which have historically been allocated to the various entities
affiliated with Mr. Jones, including ourselves. Because Jones Intercable was the
largest of such sharing entities, its exclusion from the allocation process has
caused us, beginning in the second half of 1999, to incur increases in certain
overhead and related costs including rent, computer services, insurance and
personnel costs for legal, risk management and human resources services. We
therefore estimate that operating expenses will most likely increase by
approximately $35,000 to $50,000 per month beginning the first quarter of 2000.
We have taken certain steps and will take additional steps to mitigate the
impact of this change; however, there can be no assurance that we will be able
to reduce the level of these costs.
SELLING AND MARKETING. Selling and marketing expenses increased
$1.0 million, or 19%, from $5.4 million for the year ended December 31, 1998 to
$6.4 million for the year ended December 31, 1999. On a pro forma basis, selling
and marketing expenses were $6.9 million for the year ended December 31, 1999.
GENERAL AND ADMINISTRATIVE. General and administrative expenses increased
$0.4 million, or 34%, from $1.1 million for the year ended December 31, 1998 to
$1.5 million for the year ended December 31, 1999.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses
increased $4.5 million, or 72%, from $6.3 million for the year ended
December 31, 1998 to $10.8 million for the year ended December 31, 1999. On a
pro forma basis, depreciation and amortization expenses were $13.4 million for
the year ended December 31, 1999. This increase was due to the amortization of
cable programming distribution payments.
OPERATING INCOME (LOSS)
Operating income (loss) increased $3.8 million from an operating loss of
$(1.8) million for the year ended December 31, 1998 to operating income of
$2.0 million for the year ended December 31, 1999 as a result of the factors
discussed herein. Pro forma income was $0.9 million for the year ended
December 31, 1999.
26
<PAGE>
EBITDA
EBITDA increased $7.7 million, or 179%, from $4.3 million for the year ended
December 31, 1998, to $12.0 million for the year ended December 31, 1999. Pro
forma EBITDA was $13.4 million for the year ended December 31, 1999.
OTHER EXPENSE
Total other expense increased $2.3 million, or 24%, from $9.4 million for
the year ended December 31, 1998 to $11.7 million for the year ended
December 31, 1999. This change is due primarily to an increase of $6.3 million
in interest expense related to our Senior Notes and credit facility and an
increase of $0.5 million in interest expense related to the amortization of
offering costs related to our Senior Notes. The increase was partially offset
by:
- a $3.0 million decrease in interest expense related to the repayment of
debt from the proceeds of our Senior Notes;
- a $1.1 million decrease in other expense due to the incurrence of debt
offering related expenses of $0.9 million in 1998 with no similar expense
incurred in 1999;
- a $0.2 million increase in interest income earned on cash, cash
equivalents and available for sale securities; and
- a $0.2 million decrease in equity in income of subsidiaries.
NET LOSS
Net loss decreased $1.4 million, or 12%, from $(11.5) million for the year
ended December 31, 1998 to $(10.1) million for the year ended December 31, 1999.
Pro forma net loss was $(11.5) million for the year ended December 31, 1999.
RADIO PROGRAMMING
REVENUES. Radio programming revenues increased $9.0 million, or 86%, from
$10.4 million for the year ended December 31, 1998 to $19.4 million for the year
ended December 31, 1999, due primarily to an increase in radio advertising
revenue and the acquisition of the assets of Broadcast Programming on August 2,
1999. Following the acquisition, Broadcast Programming generated advertising and
programming license fee revenues of $4.1 million during the year ended
December 31, 1999. On a pro forma basis, radio programming revenues increased
$5.8 million, or 31%, from $18.6 million for the year ended December 31, 1998 to
$24.4 million for the year ended December 31, 1999.
During the latter half of 1999, we benefited from strong network radio
advertising demand, driven primarily by strong economic conditions and a
significant increase in the use of network radio advertising by Internet
companies. Due to increased demand for network radio advertising, both our
syndicated radio programs and 24-hour formats have experienced an increase in
advertising rates and inventory sellout percentages. Sales of network radio
advertising for 1998 were adversely affected by the January 1998 entry of a
significant competitor into the market, which added approximately 20% more
network radio advertising inventory.
EXPENSES. Radio programming expenses increased $7.4 million, or 62%, from
$11.9 million for the year ended December 31, 1998 to $19.3 million for the year
ended December 31, 1999. This increase was primarily due to:
- a $3.7 million increase in operating expenses as a result of the Broadcast
Programming acquisition on August 2, 1999;
27
<PAGE>
- a $2.0 million increase in amortization expenses related to the Broadcast
Programming acquisition;
- a $0.8 million increase related to the write-off of capitalized costs for
programs that we no longer distribute;
- a $0.5 million increase in marketing expenses to increase the number of
radio stations receiving our programming;
- a $0.3 million increase in fees paid to license certain radio programming;
and
- a $0.1 million increase in operating expenses reflecting an increase in
the number of syndicated radio programs we offered.
As a percentage of radio programming revenues, radio programming expenses
decreased from 114% for the year ended December 31, 1998 to 100% for the year
ended December 31, 1999. The decrease in radio programming expenses as a
percentage of radio programming revenues is due primarily to the increase in
radio programming revenues resulting from improved advertising rates and sellout
conditions in 1999. A significant portion of our radio programming expenses is
fixed in nature.
On a pro forma basis, radio programming expenses increased $2.3 million, or
10%, from $23.0 million for the year ended December 31, 1998 to $25.3 million
for the year ended December 31, 1999. As a percentage of pro forma radio
programming revenues, pro forma radio programming expenses decreased from 123%
for the year ended December 31, 1998 to 104% for the year ended December 31,
1999.
OPERATING INCOME (LOSS). Operating income (loss) from radio programming
increased $1.5 million from an operating loss of $(1.5) million for the year
ended December 31, 1998 to a break-even point for the year ended December 31,
1999 as a result of the factors stated herein. Pro forma operating loss from
radio programming was $(0.9) million for the year ended December 31, 1999.
SEGMENT EBITDA. Segment EBITDA from radio programming increased
$4.2 million, or 890%, from $(0.5) million for the year ended December 31, 1998
to $3.7 million for the year ended December 31, 1999. Pro forma EBITDA from
radio programming was $5.4 million for the year ended December 31, 1999.
CABLE TELEVISION PROGRAMMING
REVENUES. Cable television programming revenues increased $10.4 million, or
62%, from $16.9 million for the year ended December 31, 1998 to $27.3 million
for the year ended December 31, 1999. This increase was due to the following:
- GAC's revenues increased $2.4 million, or 97%, as a result of a
$2.2 million, or 181%, increase in advertising revenues and $0.2 million,
or 14%, increase in license fees. Advertising revenues increased due to
higher advertising rates charged for airtime based on a 68% increase in
the number of subscribers receiving GAC; and
- PIN's revenues increased $8.0 million, or 56%, primarily as a result of a
50% increase in FTRE's receiving PIN.
During 1999, GAC added numerous, significant cable television systems and
advertising markets including Atlanta, Detroit, Minneapolis, Sacramento, Salt
Lake City, Baltimore, Knoxville and Los Angeles. GAC subscribers increased by
4.8 million, or 68%, from December 31, 1998 to December 31, 1999. This increase
in subscribers has allowed GAC to increase its advertising rates.
During 1999, PIN also added a number of significant cable television systems
and advertising markets, including Boston, Dallas, Houston, Miami, Salt Lake
City, Las Vegas and Detroit. The
28
<PAGE>
number of full-time revenue equivalent subscribers, or FTRE's, receiving PIN
increased by 4.3 million, or 50%, from December 31, 1998 to December 31, 1999.
The number of households receiving PIN increased by 9.5 million, or 46%, from
December 31, 1998 to December 31, 1999. PIN is developing certain paid
programming blocks, which we believe will generate higher per program
advertising revenues as compared to traditional infomercials.
EXPENSES. Cable television programming expenses rose $9.7 million, or 56%,
from $17.4 million for the year ended December 31, 1998 to $27.1 million for the
year ended December 31, 1999. This was primarily due to increases of
$6.3 million in rebates to cable systems receiving PIN, driven by an increase in
PIN revenues of $8.0 million from December 31, 1998 to December 31, 1999. The
remaining increase in cable television programming expenses resulted from an
increase in GAC affiliate sales costs related to absorption of a higher
proportion of total affiliate sales costs; an increase in cable television
programming management and support expenses; an increase in amortization
expenses for GAC cable programming distribution agreement payments; an increase
in marketing expenses to improve the distribution of GAC and an increase in
programming expenses incurred to develop GAC programming.
For each of the years ended December 31, 1998 and 1999, PIN made rebates of
approximately 73% and 75%, respectively, of its advertising revenues to systems
receiving its programming. Rebates paid to cable systems receiving PIN
programming have remained relatively constant over the comparable periods on a
per FTRE basis. However, as FTRE's continue to grow, total cable television
programming expenses will increase because PIN will pay out additional rebates
to cable systems. As a percentage of cable television programming revenues,
cable television programming expenses decreased from 103% for the year ended
December 31, 1998 to 99% for the year ended December 31, 1999.
Historically we have shared a cable television affiliate sales department
with a related company. Because this company ceased distribution efforts in the
last quarter of 1999, cable television affiliate sales expenses increased by
approximately $70,000 per month beginning in the fourth quarter of 1999 and are
anticipated to further increase in 2000.
OPERATING INCOME (LOSS). Operating income (loss) from cable television
programming increased $0.7 million from an operating loss of $(0.5) million for
the year ended December 31, 1998 to an operating income of $0.2 million for the
year ended December 31, 1999 as a result of the factors stated above.
SEGMENT EBITDA. Segment EBITDA from cable television programming increased
$2.1 million from $0.2 million for the year ended December 31, 1998 to
$2.3 million for the year ended December 31, 1999.
INTERNET
We are implementing a broad Internet strategy in which we will develop web
sites for many of our radio formats and certain of our syndicated programming.
As a result, Internet expenses increased beginning in the fourth quarter of 1999
and will continue to increase throughout 2000. We have not generated significant
revenues from our Internet business, nor have we incurred significant costs in
creating, developing and operating our Internet business. We anticipate salary,
content development and associated expenses and marketing expenses to increase
as we develop new web sites and expand existing web sites.
REVENUES. We generated Internet revenues of $0.1 million for the year ended
December 31, 1999.
EXPENSES. We incurred Internet expenses of $0.4 million for the year ended
December 31, 1999.
29
<PAGE>
OPERATING LOSS. We generated an operating loss from our Internet activities
of $(0.3) million for the year ended December 31, 1999.
SEGMENT EBITDA. We generated a deficit in segment EBITDA from our Internet
activities of $(0.3) million for the year ended December 31, 1999.
ADVERTISING SALES SERVICES
REVENUES. Advertising sales services revenues increased $4.3 million, or
91%, from $4.7 million for the year ended December 31, 1998 to $9.0 million for
the year ended December 31, 1999. Advertising sales services revenues for the
year ended December 31, 1998 do not include MediaAmerica revenues for the entire
period, as the MediaAmerica business was not acquired until July 10, 1998.
Accordingly, advertising sales services revenues for the year ended
December 31, 1998 are not comparable to the year ended December 31, 1999. On a
pro forma basis, advertising sales services revenues decreased $0.3 million, or
3%, from $9.1 million for the year ended December 31, 1998 to $8.8 million for
the year ended December 31, 1999. The decrease is primarily a result of the
termination, prior to our acquisition of the MediaAmerica assets, of an
agreement to sell network advertising and other services to a major producer of
talk radio programs. Non-recurring revenues for 1998 reflect amounts received
under this agreement consisting of a $0.8 million termination payment and
$1.2 million of advertising revenue. The decrease was offset by an increase in
advertising sales services revenues generated by new customers obtained in the
latter part of 1998 and in 1999 and an increase in advertising revenues of our
advertising sales services customers largely attributable to improved
advertising rates and sellout conditions. See discussion of radio market
conditions above.
EXPENSES. Advertising sales services expenses increased $4.3 million, or
101%, from $4.3 million for the year ended December 31, 1998 to $8.6 million for
the year ended December 31, 1999. Advertising sales services expenses for the
year ended December 31, 1998 do not include MediaAmerica expenses for the entire
period since the MediaAmerica business was not acquired until July 10, 1998.
Accordingly, advertising sales services expenses for the year ended
December 31, 1998 are not comparable to those for the year ended December 31,
1999. On a pro forma basis, advertising sales services expenses decreased
$0.4 million, or 5%, from $9.0 million for the year ended December 31, 1998 to
$8.6 million for the year ended December 31, 1999. As a percentage of
advertising sales services revenues, advertising sales services expenses
increased from 91% for the year ended December 31, 1998 to 95% for the year
ended December 31, 1999. On a pro forma basis, advertising sales services
expenses decreased from 99% of advertising sales services revenue for the year
ended December 31, 1998 to 97% for the year ended December 31, 1999.
OPERATING INCOME (LOSS). Operating income from advertising sales services
remained relatively flat at $0.4 million for the years ended December 31, 1998
and 1999. Pro forma income from advertising sales services was $0.2 million for
the year ended December 31, 1999.
SEGMENT EBITDA. Segment EBITDA from advertising sales services increased
$0.4 million, or 36%, from $1.0 million for the year ended December 31, 1998, to
$1.4 million for the year ended December 31, 1999. Pro forma EBITDA from
advertising sales services was $1.2 million for the year ended December 31,
1999.
SATELLITE SERVICES
REVENUES. Satellite services revenues increased $2.3 million, or 38%, from
$6.2 million for the year ended December 31, 1998 to $8.5 million for the year
ended December 31, 1999. This increase was driven largely by:
- $1.9 million in revenues from new third party satellite transponder and
earth station agreements that we entered into in the second half of 1998
and second quarter of 1999; and
30
<PAGE>
- $0.4 million increase in satellite services fees charged to affiliated
parties.
EXPENSES. Satellite services expenses remained relatively flat at
$5.3 million for the years ended December 31, 1998 and 1999. As a percentage of
satellite services revenues, satellite services expenses decreased from 85% for
the year ended December 31, 1998 to 63% for the year ended December 31, 1999.
Because a significant portion of the costs of our satellite services is fixed,
as we increased our utilization of the excess capacity on our Satcom C-3
transponder, the percentage of satellite services expenses in relation to the
satellite services revenues decreased.
OPERATING INCOME (LOSS). Operating income from satellite services increased
$2.3 million from $0.9 million for the year ended December 31, 1998 to
$3.2 million for the year ended December 31, 1999 as a result of the factors
stated above.
SEGMENT EBITDA. Segment EBITDA from satellite services increased
$2.3 million, or 47%, from $4.9 million for the year ended December 31, 1998 to
$7.2 million for the year ended December 31, 1999.
YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997
REVENUES
Total revenues increased $9.1 million, or 31%, from $29.1 million for the
year ended December 31, 1997 to $38.2 million for the year ended December 31,
1998. This increase was due primarily to:
- the acquisition of MediaAmerica in July 1998;
- an increase in GAC advertising revenues; and
- the consolidation of the PIN Venture, which resulted in an increase in
revenues for financial statement reporting purposes.
OPERATING EXPENSES
OPERATIONS. Total operations expense increased $10.2 million, or 59%, from
$17.0 million for year ended December 31, 1997 to $27.2 million for the year
ended December 31, 1998. This increase was due to increases in all of our
expense areas. As a percentage of total revenues, total operations expense
increased from 58% for the year ended December 31, 1997 to 71% for the year
ended December 31, 1998.
SELLING AND MARKETING. Selling and marketing expenses increased
$1.9 million, or 55%, from $3.5 million for the year ended December 31, 1997 to
$5.4 million for the year ended December 31, 1998. This increase was due
primarily to increased expenditures to attract additional radio and cable
television station affiliates.
GENERAL AND ADMINISTRATIVE. General and administrative expenses remained
relatively flat at $1.1 million for the years ended December 31, 1997 and 1998.
As a percentage of total revenues, general and administrative expenses decreased
from 4% for the year ended December 31, 1997 to 3% for the year ended
December 31, 1998.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses
increased $1.1 million, or 21%, from $5.2 million for the year ended
December 31, 1997 to $6.3 million for the year ended December 31, 1998. The
increase is due primarily to the amortization of goodwill related to the
MediaAmerica acquisition and cable programming distribution payments.
31
<PAGE>
OPERATING INCOME (LOSS)
Operating income (loss) decreased $4.0 million from an operating income of
$2.2 million for the year ended December 31, 1997 to an operating loss of $(1.8)
million for the year ended December 31, 1998 as a result of the factors
discussed herein.
EBITDA
EBITDA decreased $2.3 million, or 35%, from $6.6 million for the year ended
December 31, 1997 to $4.3 million for the year ended December 31, 1998.
OTHER EXPENSE
Total other expense increased $3.2 million, or 52%, from $6.2 million for
the year ended December 31, 1997 to $9.4 million for the year ended
December 31, 1998. The increase was due primarily to:
- a $5.8 million increase in interest expense related to our Senior Notes;
- a $0.6 million increase in other expense related to our credit facility
outstanding at that time;
- a $0.5 million increase in equity in loss of subsidiaries; and
- a $0.4 million increase in expenses incurred in 1998 related to the
MediaAmerica acquisition and our Senior Notes offering.
In 1997, $0.9 million of deferred offering costs were written off; no
similar expense was incurred in 1998. In addition, this increase was partially
offset by an increase in interest income of $0.7 million and a decrease of
$2.5 million in interest expense related to the (i) repayment of outstanding
notes to Jones Global Group, Inc. and Jones Earth Segment, Inc. and
(ii) prepayment of a satellite transponder capital lease covering both our
transponders.
NET LOSS
Net loss increased $8.0 million, or 228% from $(3.5) million for the year
ended December 31, 1997 to $(11.5) million for the year ended December 31, 1998.
RADIO PROGRAMMING
REVENUES. Radio programming revenues increased $0.2 million, or 2%, from
$10.2 million for the year ended December 31, 1997 to $10.4 million for the year
ended December 31, 1998. Sales of radio advertising for 1998 were adversely
affected by the entry in January 1998 of AMFM, Inc. to the network advertising
marketplace. AMFM attracted a significant number of network radio advertisers to
its radio network, which delivers larger market radio stations as compared to
the radio stations delivered by our radio network. As a result, we realized
lower rates in 1998 as compared to 1997. Licensing revenues remained relatively
stable. During late 1998, we began to experience improved advertising rate and
sellout conditions and these trends continued into 1999.
EXPENSES. Radio programming expenses increased $2.4 million, or 25%, from
$9.5 million for the year ended December 31, 1997 to $11.9 million for the year
ended December 31, 1998. Programming expenses rose due to:
- an increase in the number of formats and syndicated programs we offered;
and
- the acquisition of the MediaAmerica assets.
As a percentage of radio programming revenues, radio programming expenses
increased from 93% for the year ended December 31, 1997 to 114% for the year
ended December 31, 1998.
32
<PAGE>
OPERATING INCOME (LOSS). Operating income (loss) from radio programming
decreased $2.1 million from an income of $0.6 million for the year ended
December 31, 1997 to a loss of $(1.5) million for the year ended December 31,
1998 as a result of the factors stated above.
SEGMENT EBITDA. Segment EBITDA from radio programming decreased
$2.0 million, or 131%, from $1.5 million for the year ended December 31, 1997,
to $(0.5) million for the year ended December 31, 1998.
CABLE TELEVISION PROGRAMMING
REVENUES. Cable television programming revenues increased $4.9 million, or
41%, from $12.0 million for the year ended December 31, 1997 to $16.9 million
for the year ended December 31, 1998. This increase was primarily due to:
- the consolidation of the PIN Venture, which resulted in an increase of
$3.3 million in advertising revenues for financial statement reporting
purposes;
- a $0.9 million increase in GAC advertising revenues due to higher
advertising rates charged for airtime as a result of an increase in the
number of its subscribers;
- a $0.3 million increase in PIN's advertising revenues, as a result of an
increase in the number of subscribers receiving its programming; and
- a $0.4 million increase in GAC affiliate fees due to an increase in the
number of its subscribers paying affiliate fees.
The number of subscribers receiving GAC at December 31, 1997 and
December 31, 1998 totaled 1.5 million and 7.1 million, respectively. GAC
subscribers increased by 5.6 million, or 373%, from December 31, 1997 to
December 31, 1998. This increase in subscribers allowed GAC to increase its
advertising rates as it began the transition from primarily direct response
advertising to national spot advertising.
The number of FTRE's receiving PIN at December 31, 1997 and December 31,
1998 totaled 7.0 million and 8.6 million, respectively. PIN FTRE's increased by
1.6 million subscribers, or 23%, from December 31, 1997 to December 31, 1998.
EXPENSES. Cable television programming expenses increased $6.0 million, or
53%, from $11.4 million for the year ended December 31, 1997 to $17.4 million
for the year ended December 31, 1998. This increase was due primarily to:
- an increase of $4.8 million related to (i) the amounts paid to cable
systems receiving PIN as a result of an increase in the number of FTRE's
receiving PIN, and (ii) the consolidation of the PIN Venture, which
resulted in an increase in cable television programming expenses for
financial statement reporting purposes;
- a $1.3 million increase in marketing expenditures to improve the
distribution of GAC; and
- a $0.4 million increase in the amortization for GAC cable programming
distribution payments for GAC.
The increase was offset by the decrease in allocation of the satellite
services expenses attributable to PIN and GAC. As a percentage of cable
television programming revenues, cable television programming expenses increased
from 95% for the year ended December 31, 1997 to 103% for the year ended
December 31, 1998.
33
<PAGE>
OPERATING INCOME (LOSS). Operating income (loss) from cable television
programming decreased $1.1 million from an operating income of $0.6 million for
the year ended December 31, 1997 to an operating loss of $(0.5) million for the
year ended December 31, 1998 as a result of the factors stated above.
SEGMENT EBITDA. Segment EBITDA from cable television programming decreased
$0.6 million, or 78%, from $0.8 million for the year ended December 31, 1997 to
$0.2 million for the year ended December 31, 1998 as a result of the factors
stated above.
ADVERTISING SALES SERVICES
REVENUES. As a result of the acquisition of MediaAmerica in July 1998, we
generated advertising sales services revenues of $4.7 million for the year ended
December 31, 1998.
EXPENSES. As a result of the acquisition of MediaAmerica, we generated
advertising sales services expenses of $4.3 million for the year ended
December 31, 1998.
OPERATING INCOME. As a result of the acquisition of MediaAmerica, operating
income from advertising sales services was $0.4 million for the year ended
December 31, 1998.
SEGMENT EBITDA. As a result of the acquisition of MediaAmerica, segment
EBITDA from advertising sales services was $1.0 million for the year ended
December 31, 1998.
SATELLITE SERVICES
REVENUES. Satellite services revenues decreased $0.7 million, or 11%, from
$6.9 million for the year ended December 31, 1997 to $6.2 million for the year
ended December 31, 1998. This decrease was driven largely by:
- the expiration in October 1997 of a third party satellite services
agreement, which generated $2.6 million in satellite delivery revenues in
1997; and
- the consolidation of the PIN Venture, which for financial statement
reporting purposes resulted in the elimination of $0.4 million in
satellite delivery revenues.
This decrease was partially offset by:
- new satellite delivery and production support agreements entered into with
third parties in 1998, which resulted in revenues of $1.4 million; and
- an increase in satellite services fees of $0.9 million charged to related
parties.
EXPENSES. Satellite services expenses increased $0.5 million, or 10%, from
$4.8 million for the year ended December 31, 1997 to $5.3 million for the year
ended December 31, 1998. This increase was due primarily to a decrease in the
allocation of satellite services expenses to cable television programming
expenses attributable to PIN and GAC, as a result of the additional satellite
services customers. As a percentage of satellite services revenues, satellite
services expenses increased from 69% for the year ended December 31, 1997 to 85%
for the year ended December 31, 1998, primarily due to a decrease in third party
revenues in 1998.
OPERATING INCOME (LOSS). Operating income from satellite services decreased
$1.2 million from $2.1 million for the year ended December 31, 1997 to
$0.9 million for the year ended December 31, 1998 as a result of the factors
stated above.
SEGMENT EBITDA. Segment EBITDA from satellite services decreased
$1.3 million, or 22%, from $6.2 million for the year ended December 31, 1997 to
$4.9 million for the year ended December 31, 1998 as a result of the factors
stated above.
34
<PAGE>
SEASONALITY AND QUARTERLY FLUCTUATIONS
Advertising revenues in the radio and cable television industries fluctuate
due to seasonality in these industries. We believe that radio network revenues
are typically lowest in the first quarter and cable television network revenues
are typically lowest in the third quarter. Results in our business segments have
generally followed these industry patterns. With the acquisitions of the assets
of Broadcast Programming and MediaAmerica, which increase our presence in radio
programming, we expect that our seasonal trend of lower first quarter revenues
will be more significant because radio programming and advertising sales
revenues will be a greater percentage of total revenues. Other than fees paid to
third parties for certain of our radio programming, fees paid in connection with
the distribution of PIN and the sales commissions paid to account executives for
radio and advertising sales services, our expenses have not historically varied
significantly relative to the seasonal fluctuation of revenues. Our quarterly
and annual results of operations are affected by a wide variety of factors, many
of which are outside of our control and could materially and adversely affect
our profitability. These factors include the timing and volume of advertising on
our radio and cable television networks, the number and size of the radio
stations that carry our radio programming, the number and size of cable systems
and video distributors that carry PIN and GAC and overall economic conditions.
The following table reflects the unaudited percentage of total revenues for
each business segment received in each quarter of 1998 and 1999, adjusted to
give effect to our acquisitions of MediaAmerica and Broadcast Programming as if
they had occurred at the beginning of each respective year.
<TABLE>
1998 1999
QUARTER ENDED QUARTER ENDED
----------------------------------------- -----------------------------------------
MAR. 31 JUN. 30 SEPT. 30 DEC. 31 MAR. 31 JUN. 30 SEPT. 30 DEC. 31
-------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Pro Forma:
Programming content:
Radio......................... 20% 24% 28% 28% 20% 25% 26% 29%
Cable television.............. 23 24 24 29 21 25 24 30
Programming support services:
Advertising sales services.... 19 25 25 31 17 25 29 29
</TABLE>
LIQUIDITY AND CAPITAL RESOURCES
Since our inception, we have incurred net losses, primarily as a result of
expenses associated with developing and launching our programming networks and
financing costs. For the years ended December 31, 1997, 1998 and 1999, we
incurred net losses of $(3.5) million, $(11.5) million and $(10.1) million,
respectively. Net cash provided by (used in) operating activities for the years
ended December 31, 1997, 1998 and 1999 was $7.6 million, $(7.1) million and
$2.4 million, respectively.
The implementation of our growth strategies depends on a number of factors
including the availability of cash generated from operations and available cash
balances, and may require additional equity and/or debt financings, particularly
to make significant acquisitions. Our indenture currently permits secured
borrowings of up to $20.0 million. We had cash and cash equivalents and
available for sale securities of $20.2 million as of December 31, 1999. We
believe that our cash balances, available for sale securities and operating cash
flow, including the cash flows of, and dividends and distributions from, our
subsidiaries, will fund our cash flow requirements through 2000.
We will continue to depend significantly upon the earnings and cash flows
of, and dividends and distributions from, our subsidiaries to pay our expenses,
meet our obligations and pay interest and principal on our Senior Notes and our
other indebtedness. While the terms of our joint ventures (including the PIN
Venture) generally require the mutual consent of ourselves and our joint venture
partners to distribute or advance funds to ourselves, there are no significant
contractual restrictions on distributions from our subsidiaries.
35
<PAGE>
INVESTING ACTIVITIES
For the years ended December 31, 1998 and 1999, net cash used in investing
activities was $(35.0) million and $(32.6) million, respectively.
Our investing activities in 1998 related primarily to the acquisition of the
MediaAmerica assets for cash consideration of $26.7 million and capital
expenditures of $2.3 million for equipment to further compress our Satcom C-3
satellite transponder and to add radio formats and programming. In 1998, we also
made programming distribution payments for GAC of $3.1 million.
In July 1998, we acquired substantially all of the assets and liabilities of
MediaAmerica for $26.7 million in cash and $8.1 million in shares of our
Class A Common Stock.
Our investing activities for the year ended December 31, 1999 consisted
primarily of:
- $20.9 million for the Broadcast Programming acquisition;
- $6.4 million in cable programming distribution agreement payments for GAC
to add 4.8 million subscribers; and
- $0.8 million for the purchase of property and equipment.
FINANCING ACTIVITIES
Net cash provided by financing activities for the years ended December 31,
1998 and 1999 was $59.0 million and $22.9 million, respectively.
Net cash provided by (used in) financing activities in 1998 related
primarily to $100.0 million of proceeds from the issuance of our Senior Notes,
$(52.0) million for repayment of a capital lease obligation and other
borrowings, $16.7 million of proceeds from borrowings under a subsidiary's
credit facility and $(4.5) million of deferred offering costs.
Our financing activities for the year ended December 31, 1999 consisted of
the issuance of $24.0 million of our Series A Convertible Preferred Stock. We
used $20.0 million of the proceeds from our Series A Convertible Preferred Stock
issuance to repay $20.0 million of indebtedness under our $20.0 million credit
facility. The balance will be used to develop our Internet strategy and for
general corporate purposes.
On July 29, 1999, we entered into a $20.0 million credit facility with a
commercial bank to finance the Broadcast Programming acquisition on a short-term
basis. In order to allow us to obtain more favorable terms, Jones International
guaranteed the loan and provided certain collateral as security for the
guaranty. The credit facility bears interest either at the commercial bank's
prime rate minus 2% or a fixed rate (which is approximately equal to LIBOR) plus
0.5%. The interest rate was 6.5% per annum at December 31, 1999. The credit
facility will expire on June 30, 2000, unless extended.
On December 22, 1999 we filed with the Securities and Exchange Commission a
Registration Statement on Form S-1 (Registration Number 333-93337) and on
February 18, 2000 we filed Amendment No. 1 to said Registration Statement, to
register shares of our Class A Common Stock. On March 9, 2000, we postponed our
initial public offering due to market conditions. Out of pocket costs for said
offering were approximately $1 million. We can give no assurance as to when or
whether such offering will be completed or what the proceeds to us would be.
As a result of the transfer of a controlling interest in Jones Intercable
from Jones International and its affiliates to Comcast Corporation in
April 1999, Jones Intercable no longer shares in many of the administrative and
related expenses which have historically been divided among the various entities
affiliated with Mr. Jones, including ourselves. Because Jones Intercable was the
largest of such sharing entities, its exclusion from the allocation process has
caused us, beginning in the second half of 1999, to
36
<PAGE>
incur increases in certain overhead and related costs, including rent, computer
services, insurance and personnel costs for legal, risk management and human
resources services. As a result, we estimate that our operating expenses will
most likely increase by approximately $35,000 to $50,000 per month beginning the
first quarter of 2000.
Historically we have shared a cable television affiliate sales department
with a related company. Because this company ceased distribution efforts in the
last quarter of 1999, cable television affiliate sales expenses increased
beginning in the last quarter of 1999 and are anticipated to further increase in
2000. As a result, we estimate that cable television affiliate sales expenses
increased by approximately $70,000 per month beginning in the fourth quarter of
1999. Further, this related company will discontinue the use of certain earth
station services provided by us beginning in the first quarter of 2000. It is
estimated that our loss of revenue as result of the termination of these
services to this related party will be approximately $75,000 per month.
While we have taken certain steps and will take additional steps to mitigate
the impact of these divestitures, there will be no assurance that we will be
able to reduce the level of these costs.
IMPACT OF THE YEAR 2000 ISSUE
The Year 2000 issue was the result of many computer programs being written
such that they would malfunction when reading a year of "00." This problem could
have caused system failure or miscalculations causing disruptions of business
processes. We have not experienced any such disruptions to date.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities," which is effective for the year ending December 31,
2001. This statement establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts (collectively referred to as derivatives), and for hedging
activities. It requires that an entity recognizes all derivatives as either
assets or liabilities in the statement of financial position and measures those
instruments at fair value. If certain conditions are met, a derivative may be
specifically designated as:
- a hedge of the exposure to changes in the fair value of a recognized asset
or liability or an unrecognized firm commitment;
- a hedge of the exposure to variable cash flows of a forecasted
transaction; or
- a hedge of the foreign currency exposure of a net investment in a foreign
operation, an unrecognized firm commitment, an available-for-sale
security, or a foreign-currency-denominated forecasted transaction.
We will adopt this statement by December 31, 2001. We do not expect that the
adoption of this statement will have a harmful impact on our financial
statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk represents the risk of loss that may impact our financial
position, results of operations, or cash flows due to adverse changes in
financial market prices. We are exposed to market risk through interest rates.
This exposure is directly related to our normal funding and investing
activities.
As of December 31, 1999, approximately $7.3 million of our current assets
were subject to changes in interest rates; however, we do not use derivatives to
manage this risk. This exposure is linked primarily to the prime rate. We
believe that a moderate change in the prime rate would not materially affect our
operating results or financial condition.
37
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
Report of Independent Public Accountants.................... 39
Consolidated Statements of Financial Position............... 40
Consolidated Statements of Operations....................... 41
Consolidated Statements of Changes in Shareholders' Equity
(Deficit)................................................. 42
Consolidated Statements of Cash Flows....................... 43
Notes to Consolidated Financial Statements.................. 44
</TABLE>
38
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Jones International Networks, Ltd.:
We have audited the accompanying consolidated statements of financial
position of Jones International Networks, Ltd. (a Colorado corporation) and its
subsidiaries (collectively, the "Company") as of December 31, 1998 and 1999 and
the related consolidated statements of operations, changes in shareholders'
equity (deficit) and cash flows for each of the three years ended December 31,
1999. These financial statements are the responsibility of the Company'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 International
Networks, Ltd. and its subsidiaries as of December 31, 1998 and 1999, and the
results of their operations and their cash flows for each of the three years
ended December 31, 1999 in conformity with generally accepted accounting
principles.
Arthur Andersen LLP
Denver, Colorado
February 1, 2000
39
<PAGE>
JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------
1998 1999
------------ ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................. $ 10,654,013 $ 13,270,784
Restricted cash........................................... 10,000,000 --
Available for sale securities............................. 2,768,646 6,888,741
Accounts receivable, net of allowance for doubtful
accounts of $897,487 and $1,192,818, respectively....... 11,835,108 14,049,008
Accounts receivable--Jones International, Ltd. (Notes 2
and 9).................................................. -- 382,221
Receivables from affiliates............................... 238,777 473,759
Prepaid expenses.......................................... 255,723 284,863
Other current assets...................................... 400,295 693,218
------------ ------------
Total current assets.................................... 36,152,562 36,042,594
------------ ------------
Property and equipment, net (Notes 2 and 3)............... 26,896,880 22,959,104
Intangibles assets, net (Notes 2 and 4)................... 41,046,009 63,642,270
Investment in affiliates.................................. 202,942 309,117
Income tax benefit receivable from Jones International,
Ltd. (Notes 2 and 15)................................... 1,338,402 --
Deferred financing costs, net of accumulated amortization
of $245,700 and $960,077, respectively (Note 2)......... 4,526,428 4,379,558
Other non-current assets.................................. 730,811 1,128,902
------------ ------------
Total assets............................................ $110,894,034 $128,461,545
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable--trade................................... $ 2,796,389 $ 4,738,526
Producers' fees payable................................... 5,922,471 5,307,947
Cable programming distribution payments payable........... 1,617,815 3,236,996
Accounts payable--Jones International, Ltd. (Notes 2
and 9).................................................. 1,377,731 --
Accrued liabilities and other current liabilities......... 2,057,171 2,328,858
Interest payable.......................................... 5,581,250 5,875,000
Deferred revenues (Note 2)................................ 752,263 1,309,155
------------ ------------
Total current liabilities............................... 20,105,090 22,796,482
------------ ------------
LONG-TERM LIABILITIES
Customer deposits and deferred revenues................... 340,842 581,700
Other long-term liabilities............................... -- 602,791
Senior Secured Notes (Note 10)............................ 100,000,000 100,000,000
------------ ------------
Total long-term liabilities............................. 100,340,842 101,184,491
------------ ------------
MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES (Note 2)..... 567,283 565,149
------------ ------------
COMMITMENTS AND CONTINGENCIES (NOTE 17)
Class A Common Stock subject to put, $0.01 par value:
126,405 shares authorized, issued and outstanding....... 1,213,488 1,213,488
------------ ------------
SHAREHOLDERS' EQUITY (DEFICIT):
Series A Convertible Preferred Stock, $.01 par value:
1,918,000 shares authorized, 1,918,000 shares issued and
outstanding (Note 8).................................... -- 23,975,000
Class A Common Stock, $.01 par value: 100,000,000 shares
authorized; 5,252,507 and 5,268,521 shares issued and
outstanding in 1998 and 1999, respectively (Note 12).... 52,525 52,791
Class B Common Stock, $.01 par value: 2,231,400 shares
authorized; 2,231,400 shares issued and outstanding
(Note 12)............................................... 22,314 22,314
Additional paid-in capital................................ 27,431,987 27,588,264
Accumulated other comprehensive income.................... 8,456 (25,652)
Accumulated deficit....................................... (38,847,951) (48,910,782)
------------ ------------
Total shareholders' equity (deficit).................... (11,332,669) 2,701,935
------------ ------------
Total liabilities and shareholders' equity (deficit).... $110,894,034 $128,461,545
============ ============
</TABLE>
The accompanying notes to these consolidated financial statements
are an integral part of these consolidated financial statements.
40
<PAGE>
JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
-----------------------------------------
1997 1998 1999
----------- ------------ ------------
<S> <C> <C> <C>
Revenues, including revenues from affiliated entities
of $5,447,818, $5,690,200, and $5,331,311,
respectively (Note 9).............................. $29,111,200 $ 38,211,521 $ 64,366,037
Operating expenses, including expenses from
affiliated entities of $5,443,930, $7,909,110, and
$6,209,514, respectively (Note 9):
Operations......................................... 17,048,668 27,179,680 43,616,614
Selling and marketing.............................. 3,491,204 5,412,494 6,438,099
General and administrative......................... 1,150,957 1,116,465 1,490,934
Depreciation and amortization...................... 5,167,892 6,266,138 10,775,858
----------- ------------ ------------
Total operating expenses......................... 26,858,721 39,974,777 62,321,505
----------- ------------ ------------
OPERATING INCOME (LOSS).............................. 2,252,479 (1,763,256) 2,044,532
OTHER (INCOME) EXPENSE:
Interest expense (Note 10)......................... 5,676,896 8,971,139 12,750,540
Interest income.................................... (107,843) (775,735) (1,021,214)
Write-off of deferred offering costs (Note 2)...... 938,000 -- --
Equity in (income) loss of subsidiaries............ (396,155) 57,322 (106,175)
Other expense, net................................. 73,972 1,171,264 73,821
----------- ------------ ------------
Total other expense, net......................... 6,184,870 9,423,990 11,696,972
----------- ------------ ------------
LOSS BEFORE INCOME TAXES AND MINORITY INTEREST....... (3,932,391) (11,187,246) (9,652,440)
Income tax provision (benefit) (Notes 2 and 15).... (1,341,997) 48,531 (470,257)
----------- ------------ ------------
LOSS BEFORE MINORITY INTEREST........................ (2,590,394) (11,235,777) (9,182,183)
Minority interest in net income of consolidated
subsidiaries..................................... 902,781 214,693 880,648
----------- ------------ ------------
NET LOSS............................................. $(3,493,175) $(11,450,470) $(10,062,831)
=========== ============ ============
ADJUSTMENTS TO ARRIVE AT COMPREHENSIVE LOSS.......... -- (8,456) 34,108
----------- ------------ ------------
COMPREHENSIVE LOSS................................... $(3,493,175) $(11,442,014) $(10,096,939)
=========== ============ ============
NET LOSS PER COMMON SHARE:
Basic.............................................. $ (0.64) $ (1.71) $ (1.32)
=========== ============ ============
Fully diluted...................................... $ (0.64) $ (1.71) $ (1.32)
=========== ============ ============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic.............................................. 5,500,560 6,715,805 7,617,926
=========== ============ ============
Fully diluted...................................... 5,500,560 6,702,010 7,601,868
=========== ============ ============
</TABLE>
41
<PAGE>
JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
SERIES A
CONVERTIBLE CLASS A CLASS B
PREFERRED STOCK COMMON STOCK COMMON STOCK ADDITIONAL
----------------------- -------------------- -------------------- PAID-IN
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT CAPITAL
--------- ----------- --------- -------- --------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1996........ -- -- 2,460,566 $24,606 1,731,400 $17,314 $ (8,384)
Issuance of common stock in
exchange for Jones Space
Segment, Inc. (Note 1).......... -- -- 520,835 5,208 -- -- (1,041)
Advance to parent company
(Note 2)........................ -- -- -- -- -- -- --
Issuance of common stock in
exchange for minority interest
of Glenn R. Jones (Note 1)...... -- -- 416,667 4,167 -- -- (834)
Issuance of common stock for the
Product Information Network
acquisition (Note 1)............ -- -- 328,125 3,281 -- -- 3,146,719
Conversion of the Jones Global
Group note...................... -- -- -- -- 500,000 5,000 5,995,000
Net loss.......................... -- -- -- -- -- -- --
--------- ----------- --------- ------- --------- ------- -----------
Balance, December 31, 1997........ -- -- 3,726,193 37,262 2,231,400 22,314 9,131,460
Conversion of Jones Global Group
note............................ -- -- 833,334 8,333 -- -- 9,991,667
Issuance of common stock for the
MediaAmerica, Inc.
acquisition..................... -- -- 677,462 6,775 -- -- 8,122,775
Issuance of common stock in
exchange for the ownership
interests in PIN Venture........ -- -- 15,520 155 -- -- 186,085
Other comprehensive income, net of
tax:............................ -- --
Unrealized gains on
securities.................... -- -- -- -- -- -- --
Net loss.......................... -- -- -- -- -- -- --
--------- ----------- --------- ------- --------- ------- -----------
Balance, December 31, 1998........ -- -- 5,252,509 52,525 2,231,400 22,314 27,431,987
Issuance of Series A Convertible
Preferred Stock................. 1,918,000 23,975,000
Issuance of common stock to
Adelphia........................ -- -- 14,836 148 -- -- 142,280
Issuance of common stock for the
MediaAmerica, Inc.
acquisition..................... -- -- 1,176 118 -- -- 13,997
Other comprehensive income, net of
tax:
Unrealized losses on
securities.................... -- -- -- -- -- -- --
Net loss.......................... -- -- -- -- -- -- --
--------- ----------- --------- ------- --------- ------- -----------
Balance, December 31, 1999........ 1,918,000 $23,975,000 5,268,521 $52,791 2,231,400 $22,314 $27,588,264
========= =========== ========= ======= ========= ======= ===========
<CAPTION>
TOTAL
SHAREHOLDERS'
ACCUMULATED COMPREHENSIVE EQUITY
DEFICIT INCOME (LOSS) (DEFICIT)
------------ -------------- -------------
<S> <C> <C> <C>
Balance, December 31, 1996........ $(23,302,842) $ -- $(23,269,306)
Issuance of common stock in
exchange for Jones Space
Segment, Inc. (Note 1).......... (4,167) -- --
Advance to parent company
(Note 2)........................ (593,964) -- (593,964)
Issuance of common stock in
exchange for minority interest
of Glenn R. Jones (Note 1)...... (3,333) -- --
Issuance of common stock for the
Product Information Network
acquisition (Note 1)............ -- -- 3,150,000
Conversion of the Jones Global
Group note...................... -- -- 6,000,000
Net loss.......................... (3,493,175) -- (3,493,175)
------------ ----------- ------------
Balance, December 31, 1997........ (27,397,481) -- (18,206,445)
Conversion of Jones Global Group
note............................ -- -- 10,000,000
Issuance of common stock for the
MediaAmerica, Inc.
acquisition..................... -- -- 8,129,550
Issuance of common stock in
exchange for the ownership
interests in PIN Venture........ -- -- 186,240
Other comprehensive income, net of
tax:............................
Unrealized gains on
securities.................... -- 8,456 8,456
Net loss.......................... (11,450,470) -- (11,450,470)
------------ ----------- ------------
Balance, December 31, 1998........ (38,847,951) 8,456 (11,332,669)
Issuance of Series A Convertible
Preferred Stock................. 23,975,000
Issuance of common stock to
Adelphia........................ -- -- 142,428
Issuance of common stock for the
MediaAmerica, Inc.
acquisition..................... -- -- 14,115
Other comprehensive income, net of
tax:
Unrealized losses on
securities.................... -- (34,108) (34,108)
Net loss.......................... (10,062,831) -- (10,062,831)
------------ ----------- ------------
Balance, December 31, 1999........ $(48,910,782) $ (25,652) $ 2,701,935
============ =========== ============
</TABLE>
The accompanying notes to these consolidated financial statements
are an integral part of these consolidated financial statements
42
<PAGE>
JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
-----------------------------------------
1997 1998 1999
----------- ------------ ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.................................................. $(3,493,175) $(11,450,470) $(10,062,831)
Adjustment to reconcile net loss to net cash provided by
(used in) operating activities:
Depreciation and amortization........................... 5,167,892 6,266,138 10,775,858
Amortization of deferred financing costs................ -- 245,700 714,377
Equity in (income) loss of subsidiaries................. (396,155) 57,322 (106,175)
Distributions received.................................. 100,000 350,000 --
Write-off of deferred offering costs.................... 938,000 -- --
Minority interest in net income......................... 902,781 214,693 880,648
Loss on sale of property and equipment.................. 81,209 3,599 246
Net change in assets and liabilities:
Decrease (increase) in receivables.................... 1,168,733 (4,134,681) (461,488)
Increase in receivables from affiliates............... (538,949) (238,777) (234,982)
Decrease (increase) in prepaid expenses and other
current assets...................................... 388,745 246,476 (164,443)
Decrease (increase) in other assets................... 78,635 (271,171) (140,984)
Increase in accounts payable--trade................... 1,192,730 1,357,787 1,757,390
Increase (decrease) in producers' fee payable......... -- 2,043,770 (614,524)
Increase (decrease) in accounts receivable/payable
from/to Jones International, Ltd.................... 2,861,899 (8,437,143) (421,550)
Increase (decrease) in interest payable............... (161,905) 5,527,631 293,750
Increase in deferred revenues......................... 8,054 738,709 556,892
Increase (decrease) in accrued liabilities and other
liabilities......................................... 112,355 233,806 (483,832)
Increase (decrease) in customer deposits.............. (821,378) 181,904 109,425
----------- ------------ ------------
Net cash provided by (used in) operating activities..... 7,589,471 (7,064,707) 2,397,777
----------- ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment...................... (1,367,026) (2,257,832) (849,703)
Sale of property and equipment.......................... 255,671 56,890 385
Cable programming distribution payments................. -- (3,064,354) (6,353,526)
Purchase of intangible assets and programming........... (44,646) (295,314) (398,392)
Purchase of MediaAmerica, Inc........................... -- (26,700,000) --
Purchase of Broadcast Programming....................... -- -- (20,876,926)
Purchase of available for sale securities............... -- (2,760,190) (4,154,203)
----------- ------------ ------------
Net cash used in investing activities................... (1,156,001) (35,020,800) (32,632,365)
----------- ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in deferred financing and offering costs....... (555,239) (4,547,384) (240,859)
Repayment of borrowings................................. -- (23,259,000) --
Repayment of capital lease obligations.................. (1,964,954) (28,757,208) --
Proceeds from borrowings................................ -- 16,704,500 --
Proceeds from Senior Secured Notes...................... -- 100,000,000 --
Proceeds from Series A Convertible Preferred Stock...... -- -- 23,975,000
Distributions paid to minority interest................. -- (1,118,557) (882,782)
Acquisition of minority interest........................ (200,000) -- --
----------- ------------ ------------
Net cash provided by (used in) financing activities..... (2,720,193) 59,022,351 22,851,359
----------- ------------ ------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS............ 3,713,277 16,936,844 (7,383,229)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD.............. 3,892 3,717,169 20,654,013
----------- ------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD.................... $ 3,717,169 $ 20,654,013 $ 13,270,784
=========== ============ ============
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Interest paid............................................. $ 5,838,801 $ 3,443,508 $ 11,676,781
=========== ============ ============
Income taxes paid......................................... $ -- $ -- $ 411,541
=========== ============ ============
Issuance of Class A Common Stock for acquisitions......... $ 3,036,923 $ 13,502,194 $ 14,115
=========== ============ ============
Issuance of Class A Common Stock for GAC Equity
Agreements.............................................. $ -- $ 1,213,488 $ 142,428
=========== ============ ============
Conversion of Jones Global Group note to Class A Common
Stock................................................... $ 6,000,000 $ 10,000,000 $ --
=========== ============ ============
</TABLE>
The accompanying notes to these consolidated financial statements
are an integral part of these consolidated financial statements.
43
<PAGE>
JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999
(1) ORGANIZATION AND BUSINESS
Jones International Networks, Ltd. (the "Company") was formed in May 1998 as
the successor to businesses operated by entities formerly owned by JPN, Inc. The
Company became the holding company for JPN, Inc. and its subsidiaries upon the
closing in July 1998 of the Company's offering of 11 3/4% Senior Secured Notes
due 2005 (the "Notes") (see Note 10) and its acquisition of the assets of
MediaAmerica Inc. ("MediaAmerica") (see Note 5).
The results of operations and financial position of the Company include the
operations of JPN, Inc. and its subsidiaries. JPN, Inc. was incorporated in
November 1993. JPN, Inc. had acquired certain subsidiaries from Jones
International, Ltd. ("Jones International"). JPN, Inc.'s controlling
shareholder, Mr. Glenn R. Jones, the Chairman of the Company, owns 100% of Jones
International. The accompanying consolidated financial statements have been
prepared on the basis of reorganization accounting of entities under common
control (similar to pooling of interests) as though JPN, Inc. had made the
acquisitions of these Jones International subsidiaries at their inception.
The Company creates, develops, acquires and produces programming that the
Company distributes to radio stations, cable television system operators and
other video distributors. The Company has also recently launched multiple,
complementary web sites extending its programming content and talent to the
Internet. The Company provides radio advertising sales services for the
Company's radio programming, in addition to third parties. The Company also
provides satellite services for its two cable networks and for certain other
cable networks.
VENTURES--The Company is a partner in two joint ventures, the PIN Venture
and Galactic/Tempo ("Superaudio"), and is a member in a third venture,
Jones/Capstar Programming, LLC ("Jones/ Capstar"). The PIN Venture commenced
operations on February 1, 1995 and is a joint venture which is owned
approximately 55 percent by the Company and 45 percent by a third party. The PIN
Venture owns and operates a 24-hour-a-day cable television network for the
airing of long-form advertising ("infomercials"). Superaudio commenced
operations in July 1990 and is a joint venture which is owned 50 percent by the
Company and 50 percent by a third party. Superaudio is in the business of
providing audio programming services to cable television system operators.
Jones/Capstar commenced operations in July 1998 and is a limited liability
company which is owned 50 percent by the Company and 50 percent by a third
party. Jones/Capstar is in the business of developing, producing and
distributing a syndicated radio program known as "Nashville Nights." Profits,
losses and distributions of these ventures are allocated in accordance with the
respective ownership interests of the partners or members. Distributions of
assets are approved by the partners or members for the respective venture prior
to such distributions.
The partners of Superaudio have agreed to terminate the partnership in 2000.
Superaudio ceased distributing its programming on January 31, 2000, and will be
liquidated in 2000.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS--The Company considers all highly liquid
investments with a maturity when purchased of three months or less to be cash
equivalents.
RESTRICTED CASH--$10.0 million of the proceeds from the Notes (see Note 10)
was deposited into a Reserve Account in 1998. Cash balances in the Reserve
Account were restricted to use for acquisitions
44
<PAGE>
JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
and payment of principal or interest on the Notes. These funds were used to pay
interest payments in 1999 in accordance with the terms of the Note indenture.
AVAILABLE FOR SALE SECURITIES--Available for sale marketable securities are
carried at fair value, with unrealized holding gains and losses carried as a
separate component of shareholders' equity (deficit). The cost of securities
sold is determined using the first-in, first-out method. At December 31, 1999,
the Company held marketable securities available for sale with an aggregate cost
of approximately $6,914,000 and a net unrealized loss of approximately $26,000.
FAIR VALUE OF FINANCIAL INSTRUMENTS--The fair value of the Company's
financial instruments is estimated based on the quoted market prices for similar
instruments. The carrying value of the Company's accounts receivable and cash
accounts are assumed to approximate fair value due to the short-term nature of
these accounts (see Note 11).
PRINCIPLES OF CONSOLIDATION--The consolidated financial statements include
the accounts of all majority-owned and controlled subsidiaries. Investments in
entities which are not majority-owned and controlled by the Company are
accounted for under the equity method. All significant intercompany balances and
profits have been eliminated in consolidation.
MINORITY INTEREST--The minority interest in the net income or loss of the
Company's consolidated subsidiaries is reflected in the statements of
operations. To the extent the minority interest in the net losses of the
Company's consolidated subsidiaries exceeds the minority investment in those
subsidiaries, such excess losses are charged to the Company. No such excess
losses were incurred in 1998 or 1999.
PROPERTY AND EQUIPMENT--Property and equipment are depreciated using the
straight-line method over the estimated useful lives of 3 to 15 years. The
building is depreciated using the straight-line method over an estimated useful
life of 40 years. Leasehold improvements are depreciated using the straight-line
method over the lesser of five years or the term of the lease. Satellite
transponders are depreciated using the straight-line method over the estimated
useful life of 12 years.
GOODWILL--Goodwill consists primarily of the excess purchase price paid in
the PIN Venture acquisition in 1997, the excess purchase price paid in the
MediaAmerica acquisition in 1998 (see Note 5) and the excess purchase price paid
in the Broadcast Programming acquisition in 1999 (see Note 6). Goodwill related
to the PIN Venture, MediaAmerica and Broadcast Programming acquisitions is
amortized using the straight-line method over their estimated economic lives,
which are 18 years, 40 years and 20 years, respectively.
OTHER INTANGIBLE ASSETS--Other intangible assets consist primarily of radio
programming licensing agreements, cable programming distribution payments,
personal service agreements and investment in programming. Radio programming
licensing agreements are amortized using the straight-line method over the term
of the agreements. Cable programming distribution payments are amortized using
the straight-line method over the period during which any portion of such
payment is refundable. Personal service agreements are amortized using the
straight-line method over the terms of the agreements. Investment in programming
is amortized using the straight-line method over the estimated useful life of
each program.
LONG-LIVED ASSETS--The Company reviews for the impairment of long-lived
assets and certain identifiable intangibles whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. The Company has identified no such impairment indicators for the
45
<PAGE>
JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
year ended December 31, 1998. In 1999, the Company wrote off approximately
$802,000 of capitalized costs for programs that are no longer distributed.
ADVANCES TO PARENT COMPANY--Advances to parent company in the statements of
shareholders' equity (deficit) represent the net impact of the intercompany
activity between Jones Space Holdings ("Space Holdings") and Jones
International. Such amounts have been presented as further reductions of
accumulated deficit in connection with the reorganization of these entities
under common control during 1997.
DEFERRED COMMISSIONS--Sales commissions are included in other assets and are
amortized using the straight-line method over the life of the corresponding
affiliate agreements from which the sales commission was paid. The current
amount represents the portion to be amortized within the next 12 months.
DEFERRED OFFERING COSTS--In 1999, the Company incurred approximately
$241,000 in deferred equity offering costs related primarily to financial
advisory, legal and accounting fees in connection with the proposed initial
public offering of the Company's Class A Common Stock. These costs are reported
as other assets and will be charged against the gross proceeds of the proposed
initial public offering or expensed to other expense at such time the Company
abandons the initial public offering.
In 1997, the Company incurred an additional $505,000 of deferred offering
costs related to a proposed equity offering. As a result of the withdrawal of
the proposed offering in early 1997, the portion of the deferred offering costs
that were deemed by management as unusable in pursuing other financing options
were expensed. During the year ended December 31, 1997, the Company expensed
$938,000 of such costs. The remaining deferred offering costs of approximately
$175,000 are included in deferred financing costs in the accompanying
consolidated statement of financial position at December 31, 1998.
DEFERRED FINANCING COSTS--In 1998, the Company incurred approximately
$4,526,000 of debt offering costs related primarily to financial advisory
services, legal counsel, independent public accountants, regulatory and stock
exchange registration fees and other various costs associated with the Notes
offering. Deferred financing costs are amortized to interest expense over the
term of the Notes.
CUSTOMER DEPOSITS AND DEFERRED REVENUES--Customer deposits consist of
unearned revenues associated with affiliate fees and refundable advance payments
that are recognized as income as the related advertising is aired. Deferred
revenues consist of advance payments and a security deposit paid by a lessee of
the Company's satellite transponder.
INCOME TAXES--Prior to April 2, 1997, the Company joined with Jones
International in filing a consolidated Federal tax return as provided for under
the terms of a tax allocation agreement with Jones International. Pursuant to
the terms of the tax allocation agreement, tax provisions (benefits) were
allocated to the members of the tax sharing group based on their respective pro
rata contribution of taxable income (loss) to Jones International's consolidated
taxable income (loss). As a result of the issuance of additional shares of the
Company's common stock, less than 80 percent of the Company's outstanding common
stock was beneficially owned by Jones International as of April 2, 1997.
Therefore, the Company is no longer joined with Jones International in filing a
consolidated Federal tax return. However, the Company continues to file combined
state tax returns with Jones International in certain states as provided for
under the terms of the tax allocation agreement (see Note 15).
46
<PAGE>
JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The tax allocation agreement with Jones International gave Jones
International the option to either make a payment of the tax benefits due to the
subsidiary members of the tax sharing group or to defer such payments until a
subsequent taxable period in which the subsidiary member generated taxable
income and had a tax payment due either to Jones International or to a federal
or state taxing authority. Jones International could defer such payments for a
period not to exceed five years from the date the tax return was filed and could
accrue interest at the time the deferred benefit amounts originated. For the
year ended December 31, 1997, Jones International elected to defer a tax benefit
of approximately $1,342,000 due to the Company and its subsidiaries. For the
year ended December 31, 1998, the Company recorded a tax provision of
approximately $49,000 to adjust estimated tax provisions to actual tax
provisions for the year ended December 31, 1997. In 1999, Jones International
elected to make a $1,293,000 million payment of tax benefit through a reduction
of the intercompany balance between the Company and Jones International. For the
year ended December 31, 1999, the Company recorded a state tax benefit of
approximately $879,000. Jones International will make this payment upon filing
its 1999 combined state income tax return.
The Company accounts for deferred tax liabilities or assets based on the
temporary differences between the financial reporting and tax bases of assets
and liabilities as measured by the enacted tax rates which are expected to be in
effect when these differences reverse. Deferred tax assets are reduced, if
deemed necessary, by a valuation allowance for the amount of any tax benefits
which, based upon current circumstances, are not expected to be realized.
REVENUE RECOGNITION--The Company's revenues are derived from radio
programming revenues, cable television programming, advertising sales services
revenues, and satellite services revenues and, starting in the fourth of 1999,
included Internet revenues.
In accordance with industry practice, radio programming, cable television
programming and advertising sales services revenues are recognized based on the
standard broadcast calendar that ends on the last Sunday of each reporting
period. The broadcast calendar for the calendar years ended December 31, 1997,
1998 and 1999 each had 52 weeks.
Radio programming revenues consist primarily of advertising revenue and, to
a lesser extent, monthly license fees paid by smaller radio station affiliates.
The Company provides radio programming and services to radio stations in
exchange for advertising time that we resell to national advertisers who market
their product or services on the radio network. The Company recognizes revenue
upon airing these advertisements. Any amounts received from customers for radio
advertisements that have not been aired during the period are recorded as
deferred revenues until such time as the advertisement is aired. In smaller
markets, the Company charges radio stations monthly license fees in addition to
advertising time. Radio station license fees are earned monthly from certain
stations based on the radio station's contractual agreement.
Cable television programming revenues include advertising and license fees.
The Company generates television advertising revenues by selling airtime to
advertisers who advertise their products or services on the networks. The
Company recognizes advertising revenues upon the airing of the advertisements.
Any amounts received from customers for television advertisements that have not
been aired during the period are recorded as deferred revenues until such time
as the advertisement is aired. The Company delivers its programming to cable
television systems for distribution to their viewers. Cable television system
license fees are earned monthly based on a per subscriber fee set under the
47
<PAGE>
JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
terms of the cable operator's contractual agreement and the number of
subscribers that are receiving the Company's programming during the respective
month.
Internet programming revenues include advertising and e-commerce. The
Company generates advertising revenues by selling advertising spots to
advertisers who advertise their products or services on the web sites. The
Company recognizes advertising revenues upon airing of the advertisements. The
Company generates e-commerce revenues by selling products to web site visitors.
The Company recognizes revenues when the products are shipped. The Company will
generate pay-per-view revenues by selling live events on a pay-per-view basis to
web site visitors. The Company will recognize pay-per-view revenues upon airing
of the events.
Advertising sales services revenues include revenues from charging fees to
advertising sales clients for selling advertising time. The Company recognizes
advertising sales services revenues upon airing of the advertisements.
Satellite services revenues include revenues from satellite delivery,
uplinking, trafficking, playback and other services. The Company generates
revenues by providing such services to affiliates and third parties. The Company
recognizes satellite delivery and production support revenues upon completion of
the services or upon contractual arrangements.
NEW ACCOUNTING PRONOUNCEMENTS--In June 1998, the Financial Accounting
Standards Board ("FASB") issued Statement of Financial Accounting Standards
("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging
Activities," which is effective for the year ending December 31, 2001. This
statement establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts (collectively referred to as derivatives), and for hedging activities.
It requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. If certain conditions are met, a derivative may be specifically
designated as (a) a hedge of the exposure to changes in the fair value of a
recognized asset or liability or an unrecognized firm commitment, (b) a hedge of
the exposure to variable cash flows of a forecasted transaction or (c) a hedge
of the foreign currency exposure of a net investment in a foreign operation, an
unrecognized firm commitment, an available-for-sale security, or a
foreign-currency-denominated forecasted transaction. The Company will adopt this
statement in 2001. The Company does not expect that the adoption of this
statement will have a harmful impact on our financial statements.
USE OF ESTIMATES--The preparation of financial statements in conformity with
generally accepted accounting principles requires the Company to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
48
<PAGE>
JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
RECLASSIFICATIONS--Certain prior period amounts have been reclassified to
conform to the current year presentation.
(3) PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------
1998 1999
----------- -----------
<S> <C> <C>
Land............................................... $ 1,395,592 $ 1,395,592
Building........................................... 2,321,463 2,321,463
Satellite transponders............................. 35,680,188 35,680,188
Furniture, fixtures and equipment.................. 12,442,773 13,705,620
Leasehold improvements............................. 738,838 788,647
----------- -----------
Total property and equipment..................... 52,578,854 53,891,510
Less accumulated depreciation.................. (25,681,974) (30,932,406)
----------- -----------
Net property and equipment....................... $26,896,880 $22,959,104
=========== ===========
</TABLE>
(4) INTANGIBLE ASSETS
Intangible assets consist of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------
1998 1999
----------- -----------
<S> <C> <C>
Goodwill........................................... $33,116,982 $34,164,797
Cable programming distribution payments............ 4,682,139 12,654,846
Personal service and consulting agreements......... 1,280,125 11,876,218
Investment in programming.......................... 2,557,179 2,004,344
Other.............................................. 1,664,309 9,914,104
----------- -----------
Total intangibles................................ 43,300,734 70,614,309
Less accumulated amortization.................. (2,254,725) (6,972,039)
----------- -----------
Net intangibles.................................... $41,046,009 $63,642,270
=========== ===========
</TABLE>
(5) ACQUISITION OF MEDIAAMERICA
On July 10, 1998, the Company acquired substantially all assets and assumed
certain liabilities of MediaAmerica for $32.7 million plus a working capital
adjustment of approximately $2.1 million. MediaAmerica provides advertising
sales services and also owned syndicated radio programming. The seller of
MediaAmerica received $26.7 million in cash and $8.1 million in shares of
Class A Common Stock of the Company valued at $12.00 per share, which included
177,464 and 1,176 shares of Class A Common Stock for a working capital
adjustment in 1998 and 1999, respectively. No further working capital
adjustments are anticipated. The acquisition was accounted for as a purchase.
The Company recorded approximately $29.8 million in goodwill in connection with
the acquisition of MediaAmerica.
The sellers of MediaAmerica have the right to cause the Company to
repurchase the shares of the Company issued in the MediaAmerica acquisition at
any time after three years from the July 10, 1998 closing. The price would be
the fair market value of the Class A Common Stock on the date of exercise of the
put, as determined by agreement or by an independent investment banking firm.
The
49
<PAGE>
JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(5) ACQUISITION OF MEDIAAMERICA (CONTINUED)
Company has a correlative right to require that the seller of MediaAmerica to
sell such shares to the Company at fair market value. Such rights terminate upon
an initial public offering by the Company. Before the sellers of MediaAmerica
can require the Company to buy its shares, the Company must have available cash
(as defined); this condition lapses after seven and one quarter years from the
date of closing. If the Company has exercised its purchase right and there is a
change of control involving a higher price within nine months of the exercise of
the call, the Company must pay specified additional consideration.
Certain unaudited condensed pro-forma financial information of the Company
assuming the purchase noted above was completed as of January 1, 1998, is as
follows:
<TABLE>
<CAPTION>
DECEMBER 31,
1998
------------
<S> <C>
Revenues.................................................... $ 44,564,000
Operating expenses.......................................... 46,131,000
Operating loss.............................................. (1,567,000)
Net loss.................................................... (14,393,000)
Net loss per common share................................... $ (1.92)
</TABLE>
(6) ACQUISITION OF BROADCAST PROGRAMMING
On August 2, 1999, the Company acquired certain radio programming assets
from Broadcast Electronics, Inc. ("BEI"), a Rhode Island corporation, for
$20.0 million plus estimated closing adjustments of approximately $0.9 million,
in cash (the "BP Acquisition"). The closing adjustments are subject to final
adjustments. BEI's radio programming business was conducted through its
Broadcast Programming Division ("BP"), which included the following programs:
Delilah, Neon Nights with Lia Knight and TotalRadio music format services. The
acquisition has been accounted for under the purchase method and accordingly,
the purchase price allocation is preliminary and adjustments may be recorded
through August 2000. The Company recorded approximately $1.0 million in goodwill
and $18.6 million in affiliate and personal service agreements in connection
with the BP Acquisition. The affiliate and personal service agreements are
recorded as intangible assets, and are amortized over the terms of the related
agreements, which are generally five years.
(7) CREDIT FACILITY
On July 29, 1999, the Company entered into a $20.0 million credit facility
with a commercial bank to finance the BP Acquisition on a short-term basis (the
"Credit Facility"). In order to allow the Company to obtain more favorable
terms, Jones International has guaranteed the loan and provided certain
collateral as security for the guaranty. The Credit Facility bears interest
either at the commercial bank's prime rate minus two percent or a fixed rate
(which is approximately equal to LIBOR) plus one half of one percent. The
interest rate was 6 1/2% per annum as of December 31, 1999. The Credit Facility
will expire on June 30, 2000, unless extended. On September 30, 1999, the
Company used the proceeds from the Series A Convertible Preferred Stock to pay
down all amounts outstanding under the Credit Facility (see Note 8). The full
amount of the credit facility was available to the Company as of December 31,
1999.
50
<PAGE>
JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(8) SERIES A CONVERTIBLE PREFERRED STOCK
Effective September 1999, the Company issued $24.0 million of Series A
Convertible Preferred Stock. The issuance of the $20.0 million of the Series A
Convertible Preferred Stock was closed in September 1999. Of the remaining
$4.0 million, $2.0 million was closed in October 1999. The remaining
$2.0 million was closed in November 1999. The Company used $20.0 million of the
proceeds from the Series A Convertible Preferred Stock issuance to repay
$20.0 million of indebtedness under the Company's $20.0 million Credit Facility.
The balance will be used to develop the Company's Internet strategy and for
general corporate purposes.
The holders of the Series A Convertible Preferred Stock are entitled to
receive dividends if and when declared by the Board of Directors. No dividends
will be paid on Class A or Class B Common Stock unless equal dividends have been
declared and paid on the Series A Convertible Preferred Stock. Shareholders will
have the right to convert at any time the Series A Convertible Preferred Stock
into 2,397,500 shares of Class A Common Stock of the Company. The Series A
Convertible Preferred Stock will be automatically converted into Class A Common
Stock of the Company upon the completion by the Company of a public offering or
a series of public offerings raising aggregate gross proceeds of at least
$20.0 million.
(9) TRANSACTIONS WITH AFFILIATED ENTITIES
The Company is a subsidiary of Jones International, a holding company with
ownership in several companies involved in various industries. Jones
International is wholly owned by Mr. Jones, who is Chairman and Chief Executive
Officer of Jones International and various of its subsidiaries. Certain members
of management of the Company are also officers or directors of these affiliated
entities and, from time to time, the Company may have transactions with these
entities. Certain expenses are paid by affiliated entities on behalf of the
Company and are allocated at cost based on specific identification or other
methods which management believes are reasonable. Recurring transactions with
affiliates, excluding Superaudio and Jones/Capstar, are described below.
REVENUES--The Company earned up to a three percent commission on the sale of
airtime for informational programming on an affiliated network. As a result of
this related party ceasing its distribution efforts in the last quarter of 1999,
this service was terminated in September 1999. For the years ended December 31,
1997, 1998 and 1999, the Company received approximately $216,000, $176,000 and
$114,000, respectively, for this service.
The Company distributes Great American Country to certain cable television
systems owned or managed by Jones Intercable, Inc. ("Jones Intercable").
Effective April 7, 1999, Jones Intercable is no longer an affiliate of the
Company due to the sale of Mr. Jones' interest in Intercable. Jones Intercable,
through its new unaffiliated parent, has continued to pay the Company
programming license fees subsequent to the sale of Mr. Jones' interest in Jones
Intercable. Jones Intercable and its affiliated partnerships paid total license
fees to the Company of approximately $853,000 and $921,000 for the years ended
December 31, 1997 and 1998. From January 1, 1999 to April 7, 1999, Jones
Intercable and its affiliated partnerships paid total affiliated fees to the
Company of approximately $322,000 for this programming service.
Jones Earth Segment, Inc. ("Earth Segment"), a subsidiary of the Company,
provides playback, editing, duplication, trafficking and uplinking services to
its cable programming network affiliates including an affiliated entity as well
as to a third party. As a result of the related party no longer being
51
<PAGE>
JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(9) TRANSACTIONS WITH AFFILIATED ENTITIES (CONTINUED)
in business, this affiliated entity will terminate its use of certain earth
station services provided by Earth Segment. It is estimated that the termination
of these services will occur early in the first half of 2000. Earth Segment
charges affiliates for its services using rates which are calculated to achieve
a specified rate of return on its investment to Earth Segment. For the years
ended December 31, 1997, 1998 and 1999, Earth Segment charged the related party
and its affiliates approximately $2,193,000, $2,664,000 and $2,787,000,
respectively, for these services.
Prior to the consolidation of the PIN Venture, Earth Segment charged the PIN
Venture approximately $201,000 for the year ended December 31, 1997, for these
services.
In addition, Jones Space Holdings ("Space Holdings"), a subsidiary of the
Company, subleases a non-preemptible satellite transponder to an affiliated
entity. Satellite transponder lease revenues of approximately $896,000,
$1,174,000 and $1,475,000, were received from this related party and its
affiliates for the years ended December 31, 1997, 1998, and 1999, respectively.
OPERATING EXPENSES--The Product Information Network Venture ("PIN Venture")
pays a significant portion of the revenues generated by its infomercial
programming in the form of system rebates to all cable systems which enter into
agreements to air such programming. Effective December 31, 1998, the Company
acquired the remaining Adelphia Communications equity interest in the PIN
Venture in exchange for 15,520 shares of the Company's Class A Common Stock. As
a result, Adelphia Communications is no longer an affiliated party to the PIN
Venture as of January 1, 1999. Subsequent to the consolidation of the PIN
Venture, the PIN Venture paid Jones Intercable and its affiliated partnerships,
Cox Communications and Adelphia Communications approximately $3,546,000 for the
nine months ended December 31, 1997 for system rebates. The PIN Venture paid
Jones Intercable and its affiliated partnerships, Cox Communications and
Adelphia Communications approximately $5,216,000 for the year ended
December 31, 1998 for system rebates. Effective April 7, 1999 Jones Intercable
is no longer an affiliate of the Company due to the sale of Mr. Jones' interest
in Jones Intercable. The PIN Venture has continued to pay rebates to Jones
Intercable (and its affiliated partnerships) and Adelphia Communications
subsequent to the change in the ownership structures. From January 1, 1999 to
April 7, 1999, the PIN Venture paid Jones Intercable (and its affiliated
partnerships) approximately $417,000 for system rebates. The PIN Venture paid
Cox Communications approximately $3,116,000 for the year ended December 31, 1999
for system rebates.
Jones Network Sales ("JNS"), a wholly owned subsidiary of Jones
International, provides affiliate sales and certain marketing services to the
Company. As a result of a related party no longer being in business, the Company
will incur substantially all operating costs of services previously provided by
JNS. Starting in January 2000, all affiliate sales and marketing functions have
been incorporated into the operations of the Company. This affiliate charged the
Company approximately $201,000, $906,000 and $1,418,000 for the years ended
December 31, 1997, 1998 and 1999, respectively, for these services.
Jones Galactic Radio, Inc. ("Galactic Radio"), a wholly-owned subsidiary of
the Company, has a transponder lease agreement with Jones Satellite Holdings
("Satellite Holdings"), an affiliate of the Company, for the use of the
sub-carriers on a non-preemptible satellite transponder. This agreement allows
Galactic Radio to use a portion of the transponder to distribute its audio
programming. Satellite Holdings has the right to terminate the lease agreement
at any time upon 30 days written notice to Galactic Radio. Further, Galactic
Radio may terminate this agreement at any time on or after January 1, 2000.
Galactic
52
<PAGE>
JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(9) TRANSACTIONS WITH AFFILIATED ENTITIES (CONTINUED)
Radio has elected to terminate this agreement on January 31, 2000. Satellite
Holdings charged $696,000 for each of the years ended December 31, 1997, 1998
and 1999, for this service.
The Company leases and subleases office space in Englewood, Colorado from
affiliates of Jones International. The Company was charged approximately
$88,000, $148,000 and $226,000, for the years ended December 31, 1997, 1998 and
1999, respectively, for rent and associated expenses.
An affiliate of Jones International provides computer hardware and software
support services to the Company. This affiliate charged the Company
approximately $574,000, $733,000 and $787,000, for the years ended December 31,
1997, 1998 and 1999, respectively, for such services.
An affiliate of the Company charged the Company approximately $197,000 and
$33,000 for the years ended December 31, 1998 and 1999 for the allocated costs
of its airplane which was used by the Company in connection with the Notes and
equity offerings.
The Company and its consolidated subsidiaries reimburse Jones International
and its affiliates for certain allocated administrative expenses. These expenses
generally consist of payroll and related benefits. Allocations of personnel
costs are generally based on actual time spent by affiliated associates with
respect to the Company. Jones International and its affiliates charged the
Company approximately $540,000, $1,116,000 and $968,000, for the years ended
December 31, 1997, 1998 and 1999, respectively, for these administrative
expenses.
To assist in funding its operating and investing activities, the Company had
borrowed funds from Jones International. Jones International charged interest on
its advances to the Company at rates of approximately 10 percent per annum in
1997, 1998 and 1999. Jones International charged the Company interest of
approximately $868,000, $506,000 and $38,000, for the years ended December 31,
1997, 1998 and 1999, respectively. The Company repaid these advances from
borrowings, operating cash flow and/or available cash balances.
In the normal course of business, Jones International (1) remits funds on
behalf of the Company to third parties and affiliates in payment for products
and services purchased by the Company, and (2) receives funds on behalf of the
Company in payment for products and services provided by the Company. Starting
in April 1999, these amounts are reimbursed from or to Jones International on a
monthly basis. Outstanding receivables from Jones International and related
parties at December 31, 1999 were approximately $382,000.
53
<PAGE>
JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(10) SENIOR SECURED NOTES
In July 1998, the Company issued $100.0 million of 11 3/4% Notes. The
Company used the proceeds from the Notes offering (i) to finance the cash
consideration of the acquisition of MediaAmerica, (ii) to prepay the capital
lease obligation relating to the satellite transponders, (iii) to repay the
outstanding borrowing on a subsidiaries' credit facility and (iv) for general
corporate purposes, including the payment of fees and expenses.
Interest on the Notes is payable semi-annually on January 1 and July 1 of
each year, commencing January 1, 1999. The Notes will mature on July 1, 2005.
Except as described below, the Company may not redeem the Notes prior to
July 1, 2003. On or after such date, the Company may redeem the Notes, in whole
or in part, at any time, at a redemption price of 105.875% of the principal
amount to be redeemed for the 12 month period commencing July 1, 2003 and
declining to 100 percent of the principal amount to be redeemed for the period
after July 1, 2004, together with accrued and unpaid interest, if any, to the
date of redemption. In addition, at any time and from time to time on or prior
to July 1, 2001, the Company may, subject to certain requirements, redeem up to
35 percent of the aggregate principal amount of the Notes with the cash proceeds
of one or more Equity Offerings (as defined) at a redemption price equal to
111.75% of the principal amount to be redeemed, together with accrued and unpaid
interest, if any, to the date of redemption, provided that at least 65 percent
of the aggregate principal amount of the Notes remains outstanding immediately
after each such redemption. Upon the occurrence of a Change of Control (as
defined), the Company will be required to make an offer to repurchase the Notes
at a price equal to 101% of the principal amount thereof, together with accrued
and unpaid interest, if any, to the date of repurchase.
The Notes are senior obligations of the Company. The Notes are secured by
the capital stock of JPN, Inc., the Company's wholly owned intermediate holding
company and JPN's direct subsidiaries. The Notes are unconditionally guaranteed
(the "Guarantees") by each of the Subsidiary Guarantors. The Guarantees are
senior obligations of the Subsidiary Guarantors and rank PARI PASSU in right of
payment with all existing and future Senior Indebtedness of the Subsidiary
Guarantors, other than Bank Indebtedness (as defined) and Capitalized Lease
Obligations (as defined) of the Subsidiary Guarantors, and are ranked senior in
right of payment to all existing and future Subordinated Obligations of the
Subsidiary Guarantors. The Guarantees are not secured.
(11) FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to estimate
that value:
NOTES--The fair value of the Notes were estimated based on the quoted market
prices for the Notes.
CLASS A COMMON STOCK SUBJECT TO PUT--The fair value of the Company's
Class A Common Stock subject to put is estimated based on the estimated purchase
price to buy back the Class A Common Stock (see Note 17).
54
<PAGE>
JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(11) FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
The estimated fair values of the Company's financial instruments are as
follows:
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------------------------------
1998 1999
-------------------------- ---------------------------
CARRY FAIR CARRY FAIR
AMOUNT VALUE AMOUNT VALUE
------------ ----------- ------------ ------------
<S> <C> <C> <C> <C>
Notes.................................. $100,000,000 $64,000,000 $100,000,000 $101,500,000
Class A Common Stock subject to put.... 1,213,000 1,020,000 1,213,000 1,021,000
</TABLE>
(12) COMMON STOCK
VOTING RIGHTS--Holders of Class A Common Stock and Series A Convertible
Preferred Stock, voting together as a single voting group, are entitled to one
vote per share and are entitled to elect 25% of the Board of Directors, and
holders of Class B Common Stock are entitled to ten votes per share and to elect
the remaining 75% of the Board of Directors. All three classes vote together as
a single class on all matters not requiring a class vote under Colorado law.
STOCK SPLIT--The Board of Directors has approved a 5-for-4 stock split with
respect to the shares of the Company's Class A and Class B Common Stock. This
stock split has been reflected retroactively in the accompanying financial
statements.
(13) STOCK OPTIONS
The Company has adopted an employee stock option plan (the "Plan") that
provides for the grant of stock options and stock appreciation rights ("SARs")
to employees of the Company. The Plan is construed, interpreted and administered
by the Board of Directors or a committee of two or more non-employee directors.
The committee or the Board of Directors determines the individuals to whom
options are granted, the number of shares subject to the options, the exercise
price of the options, the period over which the options become exercisable and
the terms and provisions of stock options as it may determine from time to time,
subject only to the provisions of the Plan. The Plan (as amended) covers an
aggregate of up to 1,750,000 shares of the Company's Class A Common Stock. As of
December 31, 1999, options to purchase 640,625 shares of Class A Common Stock
have been granted and 111,250 shares have been terminated or forfeited upon
resignation of the holders. The options outstanding at December 31, 1999 have an
exercise price of $12.00 per share and a weighted average remaining contractual
life of 8.87 years. At December 31, 1999, 66,875 of the options were
exercisable.
The Company accounts for this plan under Accounting Principles Board ("APB")
Opinion No. 25, under which no compensation has been recognized. Had
compensation cost for this plan been determined consistent with SFAS No. 123,
"Accounting for Stock-Based Compensation," the Company's
55
<PAGE>
JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(13) STOCK OPTIONS (CONTINUED)
net loss and basic and diluted earnings per share would have been reduced to the
pro forma amounts indicated below:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------
1998 1999
------------ ------------
<S> <C> <C> <C>
Net loss As reported................ $(11,450,000) $(10,063,000)
Pro forma.................. (11,621,000) (10,375,000)
Basic loss per share As reported................ $ (1.71) $ (1.32)
Pro forma.................. (1.73) (1.36)
Diluted loss per share As reported................ $ (1.71) $ (1.32)
Pro forma.................. (1.73) (1.36)
</TABLE>
The fair value of each of the options granted is estimated on the date of
grant using the Black-Scholes option pricing model with the following
weighted-average assumptions used for grants in 1998: risk-free interest rates
of 5 1/2%, an expected life of seven years. Expected volatility is negligible
due to the lack of public trading of Company's Common Stock. Assumptions used
for grants in 1999: risk-free interest rates at 5 13/50%, an expected life of
seven years and expected volatility of 60%.
(14) NET LOSS PER COMMON SHARE
In February 1997, FASB issued SFAS No. 128, "Earnings Per Share." This
statement replaced the calculation of primary and fully diluted earnings per
share with basic and diluted earnings per share. Unlike primary earnings per
share, basic earnings per share excludes any dilutive effects of options,
warrants and convertible securities. Diluted earnings per share is similar to
the previously reported fully diluted earnings per share.
Earnings per share amounts for all periods are presented below in accordance
with the requirements of SFAS No. 128.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------
1997 1998 1999
--------- --------- ---------
<S> <C> <C> <C>
Weighted average shares for basic EPS....... 5,500,560 6,715,805 7,617,926
Less: Shares subject to put................. -- 13,795 16,058
--------- --------- ---------
Weighted average shares for diluted EPS..... 5,500,560 6,702,010 7,601,868
========= ========= =========
</TABLE>
(15) INCOME TAXES
As described in Note 2, the Company joined in filing a consolidated Federal
tax return as provided for under the terms of a tax sharing agreement with Jones
International and Jones International's other subsidiaries through the first
quarter of 1997. Subsequent to the first quarter of 1997, the Company continues
to join in filing combined state tax returns with Jones International in
accordance with the tax sharing agreement. Pursuant to the terms of the
agreement, tax (provisions) benefits are allocated to members of the tax sharing
group based on their respective pro rata contribution of taxable income (loss)
to Jones International's combined taxable income (loss).
56
<PAGE>
JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(15) INCOME TAXES (CONTINUED)
The difference between the statutory Federal income tax rate and effective
rate recognized as the result of the tax sharing arrangement is summarized as
follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------
1997 1998 1999
---------- ---------- ----------
<S> <C> <C> <C>
Computed "expected tax benefit".......... $1,692,000 $3,991,000 $3,332,000
State taxes, net of Federal benefit...... 157,000 371,000 294,000
Other.................................... 28,000 (35,000) (43,000)
---------- ---------- ----------
1,877,000 4,327,000 3,583,000
Valuation allowance...................... (1,877,000) (4,327,000) (3,583,000)
---------- ---------- ----------
Tax benefit (provision) before impact of
tax sharing agreement.................. -- -- --
Impact of tax sharing agreement.......... 1,342,000 (49,000) 470,000
---------- ---------- ----------
Total income tax benefit (provision)..... $1,342,000 $ (49,000) $ 470,000
========== ========== ==========
</TABLE>
The tax effect of temporary differences that give rise to significant
portions of the deferred tax assets and liabilities are as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------
1998 1999
---------- ------------
<S> <C> <C>
DEFERRED TAX ASSETS:
Net operating loss carry forwards.................. $5,138,000 $ 7,752,000
Future deductible amounts associated with other
assets and liabilities........................... 1,502,000 4,665,000
---------- ------------
Total.......................................... 6,640,000 12,417,000
DEFERRED TAX LIABILITIES:
Net assets of MediaAmerica......................... (155,000) (330,000)
Property and equipment............................. (1,617,000) (337,000)
Valuation allowance................................ (4,868,000) (11,750,000)
---------- ------------
Net deferred tax assets............................ $ -- $ --
========== ============
</TABLE>
At December 31, 1999, the Company had net tax operating loss carryforwards
("NOLs") of approximately $20.4 million which expire between 2013 and 2020. The
Company has provided a valuation allowance for its net deferred tax assets at
December 31, 1998 and 1999, due to uncertainty as to the ultimate realization of
those assets from future taxable income generated.
57
<PAGE>
JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(16) EMPLOYEE INVESTMENT AND DEFERRED COMPENSATION PLANS
The Company's employees are eligible to participate in an Employee Profit
Sharing/Retirement Savings Plan (the "401(k) Plan"). Under the 401(k) Plan,
eligible employees are permitted to defer up to 16% of their annual
compensation. The Company currently matches 50% of the employees' deferrals up
to a maximum of 6% of their annual compensation, with the Company's contribution
vesting immediately. Contributions to the 401(k) Plan are invested by the
trustees of the 401(k) Plan in accordance with the directions of each
participant. Participants or their beneficiaries are entitled to payment of
benefits (i) upon retirement either at or after age 65, (ii) upon death or
disability or (iii) upon termination of employment, unless the participant
elects to receive payment prior to one of the events previously listed. For the
years ended December 31, 1997, 1998 and 1999, the Company contributed
approximately $83,000, $99,000 and $262,000 respectively, to the 401(k) Plan on
behalf of its employees.
Certain of the Company's key management personnel are eligible to
participate in a Deferred Compensation Plan (the "Deferred Compensation Plan").
Under the Deferred Compensation Plan, key employees are permitted to defer
receipt of 100% of their annual compensation. The Company currently matches the
key employees' deferrals up to a maximum of 6% of their compensation. The
contributed funds are deposited with an independent trustee and are invested in
a number of pre-selected investment funds. Both the key employees' and the
Company's contributions are subject to the claims of the Company's creditors.
Participants in the Deferred Compensation Plan or their beneficiaries receive a
distribution of their contributions, the Company's contributions, and earnings
attributable to those contributions on their separation from employment with the
Company or their death. Contributions made by the Company to the Deferred
Compensation Plan on behalf of key employees totaled approximately $33,000,
$33,000 and $110,000 for the years ended December 31, 1997, 1998 and 1999,
respectively.
(17) COMMITMENTS AND CONTINGENCIES
GAC EQUITY AGREEMENTS--In the first quarter of 1998, Great American Country
and the Company entered into equity affiliate agreements with two multiple cable
system operators ("MSOs"). Pursuant to the terms of such agreements, the Company
agreed to issue shares of Class A Common Stock to the MSOs in return for the
MSOs providing Great American Country's programming to no less than 550,000 of
their subscribers by May 31, 1998, an additional 500,000 subscribers by
December 31, 1998 and an additional 150,000 subscribers by December 31, 1999.
The total number of shares of Class A Common Stock to be issued is based on the
number of subscribers provided by the MSOs. As of December 31, 1999, 14,836
shares of Class A Common Stock had been issued to one of the MSOs. No additional
shares of Class A Common Stock are required to be issued to this MSO. Pursuant
to the guidelines of SFAS No. 123 "Accounting for Stock-Based Compensation," the
value of the Class A Common Stock was recorded as an intangible asset upon
execution of the affiliate agreements and upon issuance of the Class A Common
Stock. This intangible is being amortized using the straight-line method over
the life of the contract (approximately ten years). Because of a put option
granted to the MSO, the shares issued to that MSO are presented above the
Shareholders' Deficit section of the Statements of Financial Position. The
amount of accretion from the value of the shares issued to the put option at the
exercise date is not significant.
As noted above, one of the MSOs was granted a put option on the Common Stock
issued, whereby, if as of December 31, 2001, the Company or its successor has
not completed a public offering of its securities, the MSO would have the option
within 60 days of such date to require the Company to buy back its Class A
Common Stock at a price equal to all or a portion of the license fees that would
have been paid during the period between the date of the agreement and the
exercise date of
58
<PAGE>
JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(17) COMMITMENTS AND CONTINGENCIES (CONTINUED)
the put option. The purchase price would be based on the total number of MSO
subscribers receiving the Great American Country service as of December 31,
1999. Based on the number of subscribers receiving the Great American Country
service at December 31, 1999, the estimated purchase price of the Class A Common
Stock in the event the put option is exercised would be approximately
$1,021,000.
SATELLITE TRANSPONDER AND EARTH STATION AGREEMENTS--In the second quarter of
1999, the Company received notification from a party leasing three of the
Company's satellite transponder channels of its election to terminate the lease
of such channels effective August 31, 1999. Also, effective in the second
quarter of 1999, the Company entered into an agreement to lease a satellite
transponder channel to a third party for the remaining life of the satellite, as
well as to provide other uplinking and earth station services. The Company has
obtained a guarantee from a shareholder of the lessee, which covers lease
payments through May 15, 2000. As of December 31, 1999, this third party and the
guarantor of this lease are in default of this agreement and it is doubtful that
the Company will receive any further lease payments under the remaining term of
this lease.
CLASS A COMMON STOCK--In 2000, the Company anticipates that it will issue
additional shares of Class A Common Stock in connection with the acquisition of
Adelphia's interest in the PIN Venture. The value of such shares is not expected
to be material to the Company.
OPERATING LEASE AGREEMENTS--The Company rents office facilities under
various operating lease agreements. As of December 31, 1999, future minimum
lease payments under these noncancelable operating leases for each of the next
five fiscal years and thereafter, are as follows:
<TABLE>
<CAPTION>
FACILITIES
LEASES
----------
<S> <C>
2000........................................................ $ 849,839
2001........................................................ 888,508
2002........................................................ 674,300
2003........................................................ 509,436
2004........................................................ 509,436
Thereafter.................................................. 533,163
----------
$3,964,682
==========
</TABLE>
(18) CONDENSED CONSOLIDATING FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTORS
The Notes are fully and unconditionally guaranteed, jointly and severally,
on a senior unsecured basis by the following wholly-owned subsidiaries of the
Company: JPN, Inc., Jones Direct, Ltd., Jones Space Holdings, Inc., Jones Earth
Segment, Inc., Jones Infomercial Networks, Inc., Jones Radio Holdings, Inc.,
Great American Country, Inc., Jones Galactic Radio, Inc., Jones Infomercial
Network Ventures, Inc., Jones Galactic Radio Partners, Inc., Jones Radio
Network, Inc., Jones Audio Services, Inc., Jones Radio Network Ventures, Inc.,
MediaAmerica, Inc., Broadcast Programming, Inc. and Jones MAI Radio, Inc. and
Jones/Owens Radio Programming LLC (collectively, the "Subsidiary Guarantors").
The only existing subsidiaries of the Company that did not guarantee the Notes
are the following three entities: the PIN Venture, Superaudio and Jones/Capstar
(collectively, the "Non-Guarantor Subsidiaries").
The Company has not provided separate complete financial statements and
other disclosures of the respective Subsidiary Guarantors because management has
determined that such information is not
59
<PAGE>
JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(18) CONDENSED CONSOLIDATING FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTORS
(CONTINUED)
material to investors. There are no significant contractual restrictions on
distributions from each of the Subsidiary Guarantors to the Company.
Investments in subsidiaries are required to be accounted for by investors on
the equity method for purposes of the supplemental condensed consolidating
financial statement presentation. Under this method, investments are recorded at
cost and adjusted for the investor company's ownership share of the
subsidiaries' cumulative results of operations. In addition, investments
increase in the amount of contributions to subsidiaries and decrease in the
amount of distributions from subsidiaries. The elimination entries eliminate the
equity method accounting for the investment in subsidiaries and the equity in
earnings of subsidiaries, intercompany payables and receivables and other
transactions between subsidiaries including contributions and distributions.
Sections 13 and 15(d) of the Securities Exchange Act of 1934 require
presentation of the following supplemental condensed consolidating financial
statements. Presented below is condensed consolidating financial information for
the Company and its subsidiaries as of and for the years ended December 31,
1997, 1998 and 1999.
60
<PAGE>
JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(18) CONDENSED CONSOLIDATING FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTORS
(CONTINUED)
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997:
<TABLE>
<CAPTION>
NON-
THE SUBSIDIARY GUARANTOR ELIMINATION
COMPANY GUARANTORS SUBSIDIARIES ENTRIES REPORTED
-------- ---------- ------------ ----------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS:
Revenues..................................... $ 285 $19,772 $13,345 $(4,290) $29,112
Operating expenses:
Operations................................. 148 10,356 10,459 (3,914) 17,049
Selling and marketing...................... 137 2,648 706 -- 3,491
General and administrative................. 1,151 -- -- -- 1,151
Depreciation and amortization.............. 4 5,100 64 -- 5,168
------- ------- ------- ------- -------
Total operating expenses................. 1,440 18,104 11,229 (3,914) 26,859
------- ------- ------- ------- -------
OPERATING INCOME (LOSS).................. (1,155) 1,668 2,116 (376) 2,253
------- ------- ------- ------- -------
OTHER EXPENSE (INCOME):
Interest expense........................... 2,065 3,612 16 (16) 5,677
Interest income............................ (6) (25) (83) 6 (108)
Write-off of deferred offering costs....... 938 -- -- -- 938
Equity in (income) loss of subsidiaries.... 717 (1,417) -- 304 (396)
Other expense (income), net................ -- 35 39 -- 74
------- ------- ------- ------- -------
Total other expense (income)............. 3,714 2,205 (28) 294 6,185
------- ------- ------- ------- -------
Income (loss) before income taxes and
minority interest.......................... (4,869) (537) 2,144 (670) (3,932)
Income tax provision (benefit)............... (1,376) (786) -- 820 (1,342)
------- ------- ------- ------- -------
Income (loss) before minority interest....... (3,493) 249 2,144 (1,490) (2,590)
Minority interest in net income of
consolidated subsidiaries.................. -- -- -- 903 903
------- ------- ------- ------- -------
NET INCOME (LOSS)............................ $(3,493) $ 249 $ 2,144 $(2,393) $(3,493)
======= ======= ======= ======= =======
</TABLE>
61
<PAGE>
JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(18) CONDENSED CONSOLIDATING FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTORS
(CONTINUED)
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1997:
<TABLE>
<CAPTION>
NON-
THE SUBSIDIARY GUARANTOR ELIMINATION
COMPANY GUARANTORS SUBSIDIARIES ENTRIES REPORTED
-------- ---------- ------------ ----------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)....................... $(3,493) $ 249 $2,144 $(2,393) $(3,493)
Adjustment to reconcile net loss to net
cash provided by (used in) operating
activities:
Non-cash expenses..................... 694 4,320 82 1,598 6,694
Distributions received................ -- 100 -- -- 100
Net change in assets and
liabilities......................... 3,540 (1,329) 1,227 850 4,288
------- ------ ------ ------- -------
Net cash provided by operating
activities........................ 741 3,340 3,453 55 7,589
------- ------ ------ ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment...... (8) (1,340) (19) -- (1,367)
Sale of property and equipment.......... -- 82 174 -- 256
Purchases of intangible assets.......... (3) (42) -- -- (45)
------- ------ ------ ------- -------
Net cash provided by (used in)
investing activities................ (11) (1,300) 155 -- (1,156)
------- ------ ------ ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in deferred financing and
offering costs........................ (505) -- -- -- (505)
Increase in capitalized loan fees....... (50) -- -- -- (50)
Repayment of capital lease obligation... -- (1,965) -- -- (1,965)
Acquisition of minority interest........ (200) -- -- -- (200)
------- ------ ------ ------- -------
Net cash used in financing
activities.......................... (755) (1,965) -- -- (2,720)
------- ------ ------ ------- -------
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS............................. (25) 75 3,608 55 3,713
CASH AND CASH EQUIVALENTS, BEGINNING OF
PERIOD.................................. -- 4 55 (55) 4
------- ------ ------ ------- -------
CASH AND CASH EQUIVALENTS, END OF
PERIOD.................................. $ (25) $ 79 $3,663 $ -- $ 3,717
======= ====== ====== ======= =======
</TABLE>
62
<PAGE>
JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(18) CONDENSED CONSOLIDATING FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTORS
(CONTINUED)
CONDENSED CONSOLIDATING STATEMENTS OF FINANCIAL POSITION
AS OF DECEMBER 31, 1998:
<TABLE>
<CAPTION>
NON-
THE SUBSIDIARIES GUARANTOR ELIMINATION
COMPANY GUARANTORS SUBSIDIARIES ENTRIES REPORTED
-------- ------------ ------------ ----------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
ASSETS:
Cash and cash equivalents............... $ 7,881 $ 956 $1,817 $ -- $ 10,654
Restricted cash......................... 10,000 -- -- -- 10,000
Available for sale securities........... 2,769 -- -- 2,769
Accounts receivable, net................ -- 11,088 748 -- 11,836
Other current assets.................... -- 847 47 -- 894
------- -------- ------ ------- --------
Total current assets................ 20,650 12,891 2,612 -- 36,153
------- -------- ------ ------- --------
Property and equipment.................. 7 26,598 292 -- 26,897
Intangible assets, net.................. 4,515 36,528 3 -- 41,046
Other long-term assets.................. 29,854 (20,886) -- (2,170) 6,798
------- -------- ------ ------- --------
Total assets........................ $55,026 $ 55,131 $2,907 $(2,170) $110,894
======= ======== ====== ======= ========
LIABILITIES AND SHAREHOLDERS' EQUITY
(DEFICIT):
Accounts payable........................ $ 983 $ 1,813 $ -- $ -- $ 2,796
Producers' fees payable................. -- 5,922 -- -- 5,922
Accrued liabilities..................... 5,884 2,248 1,124 -- 9,256
Other current liabilities............... (41,722) 43,567 286 -- 2,131
------- -------- ------ ------- --------
Total current liabilities........... (34,855) 53,550 1,410 -- 20,105
------- -------- ------ ------- --------
Senior Secured Notes.................... 100,000 -- -- -- 100,000
Other long-term liabilities............. -- 341 -- -- 341
------- -------- ------ ------- --------
Total long-term liabilities......... 100,000 341 -- -- 100,341
------- -------- ------ ------- --------
Minority interest....................... -- -- -- 567 567
Class A Common Stock subject to put..... 1,213 -- -- -- 1,213
Shareholders' equity (deficit):
Class A Common Stock.................. 53 -- -- -- 53
Class B Common Stock.................. 22 -- -- -- 22
General Partners' contributions....... -- 1,000 350 (1,350) --
Additional paid-in capital............ 27,432 -- -- -- 27,432
Accumulated other comprehensive
income.............................. 9 -- -- -- 9
Retained earnings (deficit)........... (38,848) 240 1,147 (1,387) (38,848)
------- -------- ------ ------- --------
Total shareholders' equity
(deficit)......................... (11,332) 1,240 1,497 (2,737) (11,332)
------- -------- ------ ------- --------
Total liabilities and shareholders'
equity (deficit).................. $55,026 $ 55,131 $2,907 $(2,170) $110,894
======= ======== ====== ======= ========
</TABLE>
63
<PAGE>
JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(18) CONDENSED CONSOLIDATING FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTORS
(CONTINUED)
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998:
<TABLE>
<CAPTION>
NON-
THE SUBSIDIARY GUARANTOR ELIMINATION
COMPANY GUARANTORS SUBSIDIARIES ENTRIES REPORTED
-------- ---------- ------------ ----------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS:
Revenues.............................. $ 173 $25,597 $14,163 $(1,721) $ 38,212
Operating expenses:
Operations.......................... 98 15,915 12,889 (1,721) 27,181
Selling and marketing............... 58 4,543 811 -- 5,412
General and administrative.......... 1,116 -- -- -- 1,116
Depreciation and amortization....... 5 6,166 95 -- 6,266
-------- ------- ------- ------- --------
Total operating expenses............ 1,277 26,624 13,795 (1,721) 39,975
-------- ------- ------- ------- --------
OPERATING INCOME (LOSS)................. (1,104) (1,027) 368 -- (1,763)
-------- ------- ------- ------- --------
OTHER EXPENSE (INCOME):
Interest expense...................... 7,173 1,798 -- -- 8,971
Interest income....................... (615) (33) (128) -- (776)
Equity in (income) loss of
subsidiaries........................ 2,597 (2,710) -- 170 57
Other expense (income), net........... 1,190 (31) 12 -- 1,171
-------- ------- ------- ------- --------
Total other expense (income), net... 10,345 (976) (116) 170 9,423
-------- ------- ------- ------- --------
Income (loss) before income taxes and
minority interest................... (11,449) (51) 484 (170) (11,186)
Income tax provision.................. 1 48 -- -- 49
-------- ------- ------- ------- --------
Income (loss) before minority
interest............................ (11,450) (99) 484 (170) (11,235)
-------- ------- ------- ------- --------
Minority interest in net income of
consolidated subsidiaries........... -- -- -- 215 215
-------- ------- ------- ------- --------
NET INCOME (LOSS)..................... $(11,450) $ (99) $ 484 $ (385) $(11,450)
======== ======= ======= ======= ========
</TABLE>
64
<PAGE>
JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(18) CONDENSED CONSOLIDATING FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTORS
(CONTINUED)
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1998:
<TABLE>
<CAPTION>
NON-
THE SUBSIDIARY GUARANTOR ELIMINATION
COMPANY GUARANTORS SUBSIDIARIES ENTRIES REPORTED
-------- ---------- ------------ ----------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)........................ $(11,450) $ (99) $ 484 $ (385) $(11,450)
Adjustment to reconcile net income (loss)
to net cash provided by (used in)
operating activities:
Non-cash expenses (income)............. (54) 6,359 97 385 6,787
Distributions received................. -- 350 -- -- 350
Net change in assets and liabilities... (4,625) 1,979 (106) -- (2,752)
-------- ------- ------- ------- --------
Net cash provided by (used in)
operating activities............... (16,129) 8,589 475 -- (7,065)
-------- ------- ------- ------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment....... -- (2,067) (191) -- (2,258)
Sale of property and equipment........... -- 41 16 -- 57
Dividend from joint venture.............. 914 -- -- (914) --
Purchase of investments.................. (2,760) -- -- -- (2,760)
Purchase of intangible assets............ -- (3,359) -- -- (3,359)
Purchase of MediaAmerica, Inc............ (26,700) -- -- -- (26,700)
-------- ------- ------- ------- --------
Net cash used in investing
activities......................... (28,546) (5,385) (175) (914) (35,020)
-------- ------- ------- ------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in deferred financing and
offering costs......................... (4,432) (115) -- -- (4,547)
Advances to/from subsidiaries............ (32,987) 32,987 -- -- --
Repayment of borrowings, net............. -- (6,555) -- -- (6,555)
Repayment of capital lease obligations... -- (28,757) -- -- (28,757)
Proceeds from Notes...................... 100,000 -- -- -- 100,000
Dividend paid to partners................ -- -- (2,146) 2,146 --
Distributions paid to minority
interest............................... -- 113 -- (1,232) (1,119)
-------- ------- ------- ------- --------
Net cash provided by (used in)
financing activities............... 62,581 (2,327) (2,146) 914 59,022
-------- ------- ------- ------- --------
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS.............................. 17,906 877 (1,846) -- 16,937
CASH AND CASH EQUIVALENTS, BEGINNING OF
PERIOD................................... (25) 79 3,663 -- 3,717
-------- ------- ------- ------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD... $ 17,881 $ 956 $ 1,817 $ -- $ 20,654
======== ======= ======= ======= ========
</TABLE>
65
<PAGE>
JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(18) CONDENSED CONSOLIDATING FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTORS
(CONTINUED)
CONDENSED CONSOLIDATING STATEMENTS OF FINANCIAL POSITION
AS OF DECEMBER 31, 1999:
<TABLE>
<CAPTION>
NON-
THE SUBSIDIARIES GUARANTOR ELIMINATION
COMPANY GUARANTORS SUBSIDIARIES ENTRIES REPORTED
-------- ------------ ------------ ----------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
ASSETS:
Cash and cash equivalents.................. $ 7,889 $ 2,708 $ 2,674 $ -- $ 13,271
Available for sale securities.............. 6,888 -- -- -- 6,888
Accounts receivable, net................... -- 13,627 422 -- 14,049
Other current assets....................... 5 1,772 57 -- 1,834
------- -------- ------- ------- --------
Total current assets................... 14,782 18,107 3,153 -- 36,042
------- -------- ------- ------- --------
Property and equipment..................... 13 22,584 363 -- 22,960
Intangible assets, net..................... 1 63,640 2 -- 63,643
Other long-term assets..................... 34,393 (28,172) 313 (718) 5,816
------- -------- ------- ------- --------
Total assets........................... $49,189 $ 76,159 $ 3,831 $ (718) $128,461
======= ======== ======= ======= ========
LIABILITIES AND SHAREHOLDERS' EQUITY
(DEFICIT):
Accounts payable........................... $ 869 $ 2,242 $ 1,628 $ -- $ 4,739
Producers' fees payable.................... -- 5,308 -- -- 5,308
Accrued liabilities........................ 5,978 5,320 143 -- 11,441
Other current liabilities.................. (62,175) 63,001 483 -- 1,309
------- -------- ------- ------- --------
Total current liabilities.............. (55,328) 75,871 2,254 -- 22,797
Senior Secured Notes....................... 100,000 -- -- -- 100,000
Other long-term liabilities................ 603 582 -- -- 1,185
------- -------- ------- ------- --------
Total long-term liabilities............ 100,603 582 -- -- 101,185
------- -------- ------- ------- --------
Minority interest.......................... -- -- -- 565 565
Class A Common Stock subject to put........ 1,213 -- -- -- 1,213
Shareholders' equity (deficit):
Series A Convertible Preferred Stock..... 23,975 -- -- -- 23,975
Class A Common Stock..................... 53 -- -- -- 53
Class B Common Stock..................... 22 -- -- -- 22
General Partners' contributions.......... -- -- 350 (350) --
Additional paid-in capital............... 27,588 -- -- -- 27,588
Accumulated other comprehensive income... (26) -- -- -- (26)
Retained earnings (deficit).............. (48,911) (294) 1,227 (933) (48,911)
------- -------- ------- ------- --------
Total shareholders' equity (deficit)... 2,701 (294) 1,577 (1,283) 2,701
------- -------- ------- ------- --------
Total liabilities and shareholders'
equity (deficit)..................... $49,189 $ 76,159 $ 3,831 $ (718) $128,461
======= ======== ======= ======= ========
</TABLE>
66
<PAGE>
JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(18) CONDENSED CONSOLIDATING FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTORS
(CONTINUED)
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999:
<TABLE>
<CAPTION>
NON-
THE SUBSIDIARY GUARANTOR ELIMINATION
COMPANY GUARANTORS SUBSIDIARIES ENTRIES REPORTED
-------- ---------- ------------ ----------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS:
Revenue..................................... $ -- $42,052 $22,314 $ -- $ 64,366
Operating expenses:
Operations................................ -- 23,994 19,623 -- 43,617
Selling and marketing..................... -- 5,669 769 -- 6,438
General and administrative................ 1,491 -- -- -- 1,491
Depreciation and amortization............. 8 10,651 116 -- 10,775
-------- ------- ------- ------- --------
Total operating expenses................ 1,499 40,314 20,508 -- 62,321
-------- ------- ------- ------- --------
OPERATING INCOME LOSS......................... (1,499) 1,738 1,806 -- 2,045
======== ======= ======= ======= ========
OTHER EXPENSE (INCOME):
Interest expense............................ 12,751 -- -- -- 12,751
Interest income............................. (568) (324) (130) -- (1,022)
Equity in (income) loss of subsidiaries..... (2,247) 3,319 (111) (1,067) (106)
Other expense (income), net................. 94 (22) 2 -- 74
-------- ------- ------- ------- --------
Total other expense (income), net......... 10,030 2,973 (239) (1,067) 11,697
-------- ------- ------- ------- --------
Income (loss) before income taxes and
minority interest......................... (11,529) (1,235) 2,045 1,067 (9,652)
Income tax provision (benefit).............. (1,466) 996 -- -- (470)
-------- ------- ------- ------- --------
Income (loss) before minority interest...... (10,063) (2,231) 2,045 1,067 (9,182)
-------- ------- ------- ------- --------
Minority interest in net income of
consolidated subsidiaries................. -- -- -- 881 881
-------- ------- ------- ------- --------
NET INCOME (LOSS)........................... $(10,063) $(2,231) $ 2,045 $ 186 $(10,063)
======== ======= ======= ======= ========
</TABLE>
67
<PAGE>
JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(18) CONDENSED CONSOLIDATING FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTORS
(CONTINUED)
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1999:
<TABLE>
<CAPTION>
NON-
THE SUBSIDIARY GUARANTOR ELIMINATION
COMPANY GUARANTORS SUBSIDIARIES ENTRIES REPORTED
-------- ---------- ------------ ----------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)........................... $(10,063) $ (2,231) $ 2,045 $ 186 $(10,063)
Adjustment to reconcile net income (loss) to
net cash provided by (used in) operating
activities:
Non-cash expenses (income)................ 2,340 10,106 5 (186) 12,265
Net change in assets and liabilities...... (21,837) 21,039 994 -- 196
-------- -------- ------- -------- --------
Net cash provided by (used in) operating
activities............................ (29,560) 28,914 3,044 -- 2,398
-------- -------- ------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment.......... (12) (651) (187) (850)
Cable programming distribution payments..... -- (6,353) -- -- (6,353)
Purchase of investments..................... (4,154) -- -- -- (4,154)
Purchase of intangible assets............... -- (398) -- -- (398)
Purchase of Broadcast Programming........... -- (20,877) -- -- (20,877)
-------- -------- ------- -------- --------
Net cash provided by (used in) investing
activities.............................. (4,166) (28,279) (187) -- (32,632)
-------- -------- ------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in deferred financing and offering
costs..................................... (241) -- -- -- (241)
Proceeds from Series A Convertible Preferred
Stock..................................... 23,975 -- -- -- 23,975
Dividend paid to partners................... -- (2,000) 2,000 --
Distributions paid to minority interest..... -- 1,117 -- (2,000) (883)
-------- -------- ------- -------- --------
Net cash provided by (used in) financing
activities.............................. 23,734 1,117 (2,000) -- 22,851
-------- -------- ------- -------- --------
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS................................. (9,992) 1,752 857 -- (7,383)
CASH AND CASH EQUIVALENTS, BEGINNING OF
PERIOD...................................... 17,881 956 1,817 -- 20,654
-------- -------- ------- -------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD...... $ 7,889 $ 2,708 $ 2,674 $ -- $ 13,271
======== ======== ======= ======== ========
</TABLE>
68
<PAGE>
JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(19) REPORTABLE SEGMENTS
The Company has six reportable segments: radio programming, cable television
programming, Internet programming, advertising sales services, satellite
services and general and administrative-corporate. The Company's reportable
segments have been determined in accordance with the Company's internal
management structure. See Note 2 for descriptive information about the Company's
segments and the summary of significant accounting policies. The Company
evaluates performance based on many factors; one of the primary measures is
EBITDA. EBITDA represents operating income (loss) plus depreciation and
amortization minus the EBITDA attributable to the minority interest in the PIN
Venture, a consolidated 55.3%-owned subsidiary.
The following tables set forth the Company's financial results by business
segments. The presentation of reportable segments has been changed from that
presented in prior periods to (1) reflect the Internet programming segment, a
new segment, and (2) the separate presentation of radio programming and
advertising sales services segments. The Company has also added the presentation
of segment EBITDA. Management believes that this presentation provides a more
meaningful analysis of the Company's business segments. EBITDA of the cable
television programming segment excludes EBITDA attributable to the minority
interest in the PIN Venture. The prior years' results have been reclassified to
conform to the new presentation.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1997 1998 1999
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Revenues:
Programming content:
Radio................................................... $10,200 $ 10,428 $ 19,379
Cable television........................................ 12,002 16,892 27,345
Internet................................................ -- -- 108
Programming support services:
Advertising sales services.............................. -- 4,720 9,035
Satellite services...................................... 6,910 6,172 8,499
------- -------- --------
Total revenues........................................ $29,112 $ 38,212 $ 64,366
------- -------- --------
EBITDA:
Programming content:
Radio................................................... $ 1,537 $ (472) $ 3,728
Cable television........................................ 796 177 2,332
Internet................................................ -- -- (344)
Programming support services:
Advertising sales services.............................. -- 1,039 1,409
Satellite services...................................... 6,239 4,875 7,186
------- -------- --------
Segment EBITDA........................................ 8,572 5,619 14,311
Reconciliation to operating income (loss):
General and administrative.................................. 1,151 1,116 1,491
Depreciation and amortization............................... 5,168 6,266 10,775
------- -------- --------
Total operating income (loss)......................... $ 2,253 $ (1,763) $ 2,045
======= ======== ========
Reconciliation of segment EBITDA to total EBITDA:
Segment total............................................. $ 8,572 $ 5,619 $ 14,311
General and administrative................................ (1,151) (1,116) (1,491)
Less: EBITDA minority interest............................ 822 213 860
------- -------- --------
Total EBITDA.......................................... $ 6,599 $ 4,290 $ 11,960
======= ======== ========
</TABLE>
69
<PAGE>
JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(19) REPORTABLE SEGMENTS (CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1997 1998 1999
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Depreciation and amortization:
Programming content:
Radio................................................... $ 870 $ 990 $ 3,669
Cable television........................................ 194 704 2,093
Internet................................................ -- -- 1
Programming support services:
Advertising sales services.............................. -- 602 978
Satellite services...................................... 4,100 3,965 4,026
------- -------- --------
Segment total......................................... 5,164 6,261 10,767
General and administrative................................ 4 5 8
------- -------- --------
Total depreciation and amortization................... $ 5,168 $ 6,266 $ 10,775
======= ======== ========
Total assets:
Programming content:
Radio................................................... $ 5,960 $ 4,659 $ 25,655
Cable television........................................ 8,204 12,437 20,058
Internet................................................ -- -- 6
Programming support services:
Advertising sales services.............................. -- 43,886 43,487
Satellite services...................................... 25,878 23,183 19,633
------- -------- --------
Segment total......................................... 40,042 84,165 108,839
Corporate................................................. (1,973) 55,219 20,160
Elimination of inter-segment assets....................... 3,289 (28,490) (537)
------- -------- --------
Total assets.......................................... $41,358 $110,894 $128,462
======= ======== ========
Capital expenditures:
Programming content:
Radio................................................... $ 1,237 $ 541 $ 333
Cable television........................................ 28 336 242
Internet................................................ -- -- 4
Programming support services:
Advertising sales services.............................. -- 41 72
Satellite services...................................... 93 1,337 186
------- -------- --------
Segment total......................................... 1,358 2,255 837
Corporate................................................. 9 3 13
------- -------- --------
Total capital expenditures............................ $ 1,367 $ 2,258 $ 850
======= ======== ========
</TABLE>
Segment EBITDA includes intersegment transactions between the satellite
services and cable programming segments for the lease of a transponder by PIN
and GAC for $3,387,000, $3,581,000, and $3,525,000, for the years ended
December 31, 1997, 1998 and 1999, respectively. Segment EBITDA differs from
operating income (loss) of each of the segments by the amount of depreciation
and amortization expenses of each segment.
70
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Jones International Networks, Ltd.:
We have audited in accordance with generally accepted auditing standards,
the consolidated financial statements of Jones International Networks, Ltd. and
subsidiaries as of December 31, 1998 and 1999, and for the years ended
December 31, 1997, 1998 and 1999 included in this Form 10-K, and have issued our
report thereon dated February 1, 2000. Our audits were made for the purpose of
forming an opinion on these financial statements taken as a whole. The
supplemental schedule included in this Form 10-K is the responsibility of the
Company's management and is presented for purposes of complying with the
Securities and Exchange Commissions rules and is not part of the financial
statements. The schedule has been subjected to the auditing procedures applied
in the audits of these financial statements and, in our opinion, fairly states
in all material respects the financial data required to be set forth therein in
relation to these financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Denver, Colorado
February 1, 2000
71
<PAGE>
SCHEDULE II
JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
BALANCE ADDITIONS DEDUCTIONS
AT CHARGED TO FOR BALANCE
BEGINNING COSTS AND ACCOUNTS AT END OF
CLASSIFICATIONS OF PERIOD EXPENSES WRITTEN-OFF PERIOD
- --------------- --------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Fiscal Year ended December 31, 1999:
Allowance for Doubtful Accounts................. $897,487 $750,580 $(455,249) $1,192,818
Fiscal Year ended December 31, 1998:
Allowance for Doubtful Accounts................. 157,405 858,765 (118,683) 897,487
Fiscal Year ended December 31, 1997:
Allowance for Doubtful Accounts................. 286,562 114,357 (243,514) 157,405
</TABLE>
72
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Our Articles of Incorporation provide that, with respect to the election of
Directors, the holders of Class A Common Stock and Series A Convertible
Preferred Stock, voting together as a separate class, are entitled to elect that
number of Directors constituting 25% of the total membership of the Board of
Directors. If such 25% is not a whole number, holders of Class A Common Stock
and Series A Convertible Preferred Stock are entitled to elect the nearest
higher whole number of Directors constituting 25% of the membership of the Board
of Directors. Holders of Class B Common Stock, voting as a separate class, are
entitled to elect the remaining Directors. Directors serve until our next annual
meeting and until their successors shall be elected and qualified.
Set forth below is certain information concerning each person who is an
executive officer or director. All directors hold office for a period of one
year or until their respective successors are elected and qualified, or until
their earlier resignation or removal.
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- -------- --------
<S> <C> <C>
Glenn R. Jones................. 70 Chairman of the Board
Jeffrey C. Wayne............... 45 President and Director
Jay B. Lewis................... 41 Group Vice President/Finance, Chief Financial Officer,
Treasurer and Director
Ron Hartenbaum................. 47 President-Jones Radio Network and Director(1)
Gary Schonfeld................. 47 Chief Executive Officer-MediaAmerica(1)
Philip C. Laxar................ 47 Chief Operating Officer-Jones Direct, Ltd.
Amy Mickles.................... 32 Controller
Yrma G. Rico................... 52 Director
Fred A. Vierra................. 68 Director
Timothy J. Burke............... 49 Director
</TABLE>
- ----------
(1) Pursuant to an agreement entered into in connection with the acquisition of
MediaAmerica, Messrs. Hartenbaum and Schonfeld together may nominate one
member of our Board of Directors. This right terminates upon the earlier of
July 10, 2007 and the date on which, among other things, the direct or
indirect ownership of Class A Common Stock by Messrs. Hartenbaum and
Schonfeld falls below certain levels.
The principal occupations for at least the past five years of each of our
directors and executive officers and certain are as follows:
GLENN R. JONES has been involved in the cable television business in various
capacities since 1961 and currently serves as a director and/or executive
officer of many of our affiliates, including being Chief Executive Officer,
President and a director of JonesKnowledge.com, Inc. He has been our Chairman of
the Board since 1993 and was President from May 1999 to October 1999. For more
than five years, until April 1999, Mr. Jones was Chairman and Chief Executive
Officer of Jones Intercable, Inc., a multiple system cable television operator.
In addition, Mr. Jones is a member of the Board and Education Council of the
National Alliance of Business. In 1994, Mr. Jones was inducted into Broadcasting
and Cable's Hall of Fame. Mr. Jones received a B.S. in Economics from Allegheny
College and a J.D. from the University of Colorado School of Law.
73
<PAGE>
JEFFREY C. WAYNE, who served as President and Chief Operating Officer, Cable
Network Operations, and as Vice President/General Manager for Great American
Country since July 1997, was elected President, Cable Programming Networks and
President/General Manager for Great American Country in January 1998, and was
elected to be our President and a director in October 1999. Mr. Wayne is a
21-year veteran of the cable television industry. From 1995 to July 1997,
Mr. Wayne was Vice President of Programming for The Providence Journal's
Broadcast Division. At The Providence Journal, he was responsible for overseeing
a portfolio of cable network programming ventures including The Television Food
Network and America's Health Network. From 1978 to 1995, Mr. Wayne held various
marketing positions with Colony Communications, Inc., a top 20 multiple system
cable operator with over 800,000 subscribers, serving as Executive Director of
Marketing and Ad Sales from 1988 to 1993 and Vice President of Marketing and Ad
Sales from 1994 to 1995. Mr. Wayne has a B.A. in Political Science from the
University of Colorado.
JAY B. LEWIS served as Vice President/Finance and as Chief Financial Officer
since July 1996 and was elected Group Vice President/Finance and appointed as a
director, in October 1996. Mr. Lewis has also served as Treasurer since
September 1994. From January 1995 to October 1996, Mr. Lewis was Vice President
of Finance and Treasurer of Jones International, our parent company, and certain
of its subsidiaries. From February 1986 to December 1994, Mr. Lewis was employed
in various capacities, including Controller and Treasurer, by Jones
Spacelink, Ltd., a former affiliate of ours. Mr. Lewis received a B.S. in
Accounting from the University of Wyoming in 1980.
RON HARTENBAUM co-founded MediaAmerica in 1987, and has been its Chairman
since its formation. Mr. Hartenbaum became the President of Jones Radio Network
and a director upon the consummation of the MediaAmerica acquisition in
July 1998. Mr. Hartenbaum has over 20 years of experience in radio advertising
sales. Before forming MediaAmerica, Mr. Hartenbaum was Vice President and
Director of Advertising Sales for Westwood One for six years. Prior to joining
Westwood One, Mr. Hartenbaum was involved in advertising sales for ABC Radio and
advertising development at ad agencies Needham Harper Worldwide and Grey
Advertising for national advertisers. Mr. Hartenbaum has a B.A. from Queens
College and an MBA from New York University.
GARY SCHONFELD co-founded MediaAmerica and has served as its President since
its formation in 1987. Mr. Schonfeld became the Chief Executive
Officer--MediaAmerica upon the consummation of the MediaAmerica acquisition in
July 1998. Mr. Schonfeld has over 20 years of experience in the sales arena,
including Vice-President Eastern Sales Region for Westwood One. Previously
Mr. Schonfeld served as an account executive with CBS Radio Networks and in
various positions with Fairchild Publications, Y&R Advertising and ABC Radio.
Mr. Schonfeld has a B.A. from the University of Vermont and an M.A. from the
University of Michigan.
PHILIP C. LAXAR has served as Chief Operating Officer for Jones
Direct, Ltd. since April 1999. Mr. Laxar has 18 years experience in the cable
television industry. From 1995 to April 1999, he served as Senior Vice President
of Programming for Jones Intercable. From 1988 to 1995, Mr. Laxar was Senior
Vice President of Programming and Pay-Per-View for KBLCOM Incorporated, a cable
operator. Mr. Laxar has a B.S. in Operations Research from Columbia University
and an MBA in Marketing from New York University.
AMY MICKLES has served as our Controller since July 1999. Ms. Mickles has
been associated with Jones International since February 1995, serving as Senior
Accountant from February 1995 to December 1995, as Accounting Manager from
January 1996 to February 1998 and Director of Financial Accounting from
March 1998 to June 1999. From February 1993 to February 1995, Ms. Mickles was a
Senior Auditor at Banc One Corporation (now Banc One, National Association), and
from August 1991 to February 1993, she was an auditor at Deloitte & Touche LLP.
Ms. Mickles received a B.S. in Accounting from the University of Houston and is
a certified public accountant in the State of Colorado.
74
<PAGE>
YRMA G. RICO, one of our directors, is General Manager of KCEC-TV, Channel
50, in Denver, Colorado, a position she has held since 1992. Ms. Rico was
appointed a director in July 1998. She has 19 years of experience in the
television industry and has served as the National Sales Manager for KCEC-TV and
WNAC-TV, headquartered in Providence, Rhode Island.
FRED A. VIERRA, one of our directors, is a consultant to Liberty
Media, Inc., a position he has held since January 1998. Mr. Vierra was appointed
as director in July 1998. From 1994 to January 1998, he served as Vice Chairman
and Chief Executive Officer of Tele-Communications International, Inc. From 1992
to 1994, he served as an Executive Vice President of TCI. Mr. Vierra served as
the President of United Artists Entertainment Company from 1989 to 1991 and as
the President of United Cable Television Corporation from 1982 to 1989, when the
company was merged into United Artists. Mr. Vierra is a member of the Board of
Directors of Flextech plc. Mr. Vierra has previously served as a member of the
Board of Directors of Turner Broadcasting and the Discovery Channel. Mr. Vierra
has a B.S. in Business Administration from the University of Tulsa.
TIMOTHY J. BURKE was appointed director in October 1999. Mr. Burke has been
with the Jones International group of companies since 1982, serving as corporate
tax manager, Vice President/Taxation and then Group Vice President
Taxation/Administration of Jones Intercable. Mr. Burke currently is Group Vice
President of Administration and Acting Financial Operations Officer of Jones
International. Prior to joining the Jones International group of companies,
Mr. Burke was employed by Arthur Andersen & Co. (now Arthur Andersen LLP).
Mr. Burke received a B.A. in Accounting and a J.D. from the University of Iowa.
75
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth certain information regarding the
compensation for services in all capacities for the years ended December 31,
1997, 1998 and 1999 for our President, two of our former Presidents, and our
other four most highly compensated executive officers and key employees whose
total annual salary and bonus exceeded $100,000 (collectively, the "Named
Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM
------------------- ALL OTHER COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) AWARDS(2)
- --------------------------- -------- -------- -------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Jeffrey C. Wayne.................... 1999 $190,246 $331,000(3) $33,751 100,000
President 1998 170,007 90,275 10,200 25,000
1997 76,897(4) -- 37,215 --
Jay B. Lewis........................ 1999 192,758 60,000 16,780 --
Group Vice President/Finance 1998 175,008 75,000 14,100 62,500
and Chief Financial Officer 1997 150,007 60,000 9,000 --
Ron Hartenbaum...................... 1999 306,474 37,500 16,800 --
President of Jones Radio 1998 141,667(5) -- -- --
Network 1997 -- -- -- --
Gary Schonfeld...................... 1999 306,984 37,500 16,800 --
Chief Executive Officer- 1998 141,667(5) -- -- --
MediaAmerica 1997 -- -- -- --
Philip C. Laxar..................... 1999 128,002(6) 20,000 7,680 37,500
Chief Operating Officer- 1998 -- -- -- --
Jones Direct, Ltd. 1997 -- -- -- --
Glenn R. Jones(7)................... 1999 55,289 -- 3,317 --
Former President 1998 -- -- -- 62,500
1997 -- -- -- --
Gregory J. Liptak(8)................ 1999 94,637 -- 14,826 --
Former President 1998 283,879 75,000 17,033 50,000
1997 283,879 -- 22,417 --
</TABLE>
- ----------
(1) Our employees are entitled to participate in a 401(k) profit sharing plan
and/or a deferred compensation plan. The amounts shown in this column
represent our contributions to the 401(k) profit sharing plan and/or the
deferred compensation plan for the benefit of the named person's account
and, with respect to Mr. Wayne, includes $33,615 reimbursed to him for
moving expenses in 1997.
(2) Represents the number of shares of Class A Common Stock underlying stock
options granted to named executives.
(3) Pursuant to an agreement with Mr. Wayne, in November 1999, Mr. Wayne
received a $250,000 bonus based on attainment of a specified level of
distribution of GAC.
(4) Reflects compensation from commencement of employment in July 1997.
Mr. Wayne was elected President in October 1999.
(5) Represents partial year payments from commencement of employment in
July 1998.
(6) Represents a partial year payment from commencement of employment in April
1999.
76
<PAGE>
(7) Mr. Jones has been Chairman of our Board since our inception. He did not
receive any compensation for services during periods prior to May 1999. He
served as our President from May 1999 to October 1999, during which period
he received compensation of $45,833. Since such period, his annual
compensation is $50,000.
(8) On April 27, 1999, Mr. Liptak resigned as President. Mr. Liptak's stock
option was forfieted upon his termination.
NEW BONUS PLAN
Effective for 2000, the board adopted a bonus plan that will generally cover
all of our divisions and companies, except PIN, which has its own bonus plan.
The plan covers our associates, including executives. Bonuses will be calculated
on a number of different bases, depending upon the division or company involved,
the position held by the recipient, the nature of the business of that division
or company, the specific targets and the means of measuring achievement (such as
comparison of revenues and EBITDA with budgeted revenue and EBITDA levels).
Bonuses are generally based on a percentage of base salary. Bonuses will be
partially "objective" (for example, meeting certain budget criteria) and, to a
lesser extent, "subjective" (relating specifically to an individual's overall
achievements during the year). The bonuses of Messrs. Wayne and Lewis will be in
the range of 25% of base salary if budget levels are achieved. Messrs.
Hartenbaum and Schonfeld's bonuses are based principally on the EBITDA
achievement of Jones Radio Network and MediaAmerica. Other personnel will
participate at ranges of approximately 3% to 25% of their base salaries,
depending on their achievement of the objective and subjective measures under
the plan. Extraordinary levels of achievement could result in bonuses exceeding
25% of an individual's base salary.
OPTION GRANTS IN 1999
Options to acquire 640,625 shares of Class A Common Stock have been granted
under the plan, of which options for 111,250 shares have been terminated or
forfeited upon resignation of the holders. If the proposed initial public
offering (which has been postponed) should be completed, it is expected that a
substantial additional number of shares will be subject to new option grants. No
options have been exercised. The following table sets forth information with
respect to grants of stock options during 1999 to the executive officers named
in the summary compensation table.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT
ASSUMED ANNUAL
RATES OF
STOCK PRICE
APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM(1)
- ---------------------------------------------------------------------------------------- ----------------------
% OF TOTAL
OPTIONS
GRANTED TO
ALL EXERCISE
OPTIONS EMPLOYEES PRICE EXPIRATION
NAME GRANTED(2) IN 1999 ($/SHARE) DATE 5% ANNUAL 10% ANNUAL
- ---- ---------- ---------- --------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Jeffrey C. Wayne...................... 100,000 47.76% $12.00 10/12/09 $723,170 $1,815,260
Philip C. Laxar....................... 37,500 17.91 12.00 04/07/09 253,798 628,070
</TABLE>
- ----------
(1) The dollar amounts shown under these columns are the result of calculations
at 5% and 10% compound growth rates set by the Securities and Exchange
Commission, and therefore are not intended to forecast possible future
appreciation of our stock price. In all cases, the appreciation is
calculated from the award date to the end of the option term.
(2) Represents the number of shares of Class A Common Stock underlying the
options granted.
77
<PAGE>
CHANGES OF VESTING OF CERTAIN OPTIONS. The stock option agreements of
Messrs. Wayne and Lewis, dated as of October 12, 1999 and July 10, 1998, to
purchase 100,000 shares and 62,500 shares, respectively, of Class A Common
Stock, have been amended to require the vesting of any unvested portions of said
option upon the occurrence of certain events, including the sale of all or
substantially all of the assets or a merger in which we, or a company controlled
by Mr. Jones, is not the surviving corporation. These options would not vest if
the optionee is retained in his present position and job site.
COMMITTEES
Our Board currently has an executive committee, consisting of
Messrs. Jones, Hartenbaum and Burke, which was established on October 11, 1999.
No committee meetings have been held to date.
The executive committee may act in the Board's stead, except where action by
the full Board is required by law, by our articles of incorporation, our bylaws
or the indenture governing our Senior Notes.
COMPENSATION OF DIRECTORS
We pay directors who are not officers of ours or our affiliates, $2,500 per
quarter and $500 for attending in person each meeting of the board or one of its
committees. All directors are reimbursed for their expenses in attending board
and committee meetings. All directors hold office for a period of one year or
until their successors are elected and qualified, or until their earlier
resignation or removal.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Not applicable.
EMPLOYMENT AGREEMENTS
On July 10, 1998, we entered into employment agreements with Ron Hartenbaum
and Gary Schonfeld. These employment agreements are for three years and restrict
them from competing with us during the term of employment and for two years
after the agreements terminate. These agreements renew annually unless
terminated by the parties. Each agreement provides for an annual salary of
$300,000 and eligibility for a variety of employee benefits and plans generally
made available to our key associates at their level.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1999, the Board set the compensation of our executive officers. From
January 1, 1999 through April 27, 1999, the Board was comprised of
Messrs. Jones, Liptak, Lewis, Hartenbaum and Vierra and Ms. Rico. Mr. Liptak
resigned from all his positions on April 27, 1999. Effective October 11, 1999,
the Board was comprised of Messrs. Jones, Lewis, Hartenbaum, Vierra, Wayne and
Burke and Ms. Rico. Messrs. Jones and Burke, in addition to serving as
directors, also served as directors and officers of a number of our affiliates
during 1999.
78
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND
MANAGEMENT
The following table sets forth certain information as of March 1, 2000,
regarding ownership of our Class A Common Stock, Class B Common Stock and
Series A Convertible Preferred Stock by persons (including any group) known to
us to be beneficial owners of more than 5% of such class of stock, our
individual directors, each of the executive officers named in the Summary
Compensation Table and our executive officers and directors as a group. Under
the rules of the Securities and Exchange Commission, a person (or group of
persons) is deemed to be a "beneficial owner" of a security if he or she,
directly or indirectly, has or shares the power to vote or to direct the voting
of such security, or the power to dispose of or to direct the disposition of
such security. Accordingly, more than one person may be deemed to be a
beneficial owner of the same security. A person is also deemed to be a
beneficial owner of any security which that person has the right to acquire
within 60 days.
79
<PAGE>
<TABLE>
<CAPTION>
COMMON STOCK
--------------------------------------------------------------------
CLASS A CLASS B
-------------------------------- --------------------------------
NAME AND ADDRESS OF NUMBER OF PERCENT NUMBER OF PERCENT
BENEFICIAL OWNER(1)(2) SHARES OF CLASS SHARES OF CLASS
- ---------------------- --------------------- -------- --------------------- --------
<S> <C> <C> <C> <C>
Glenn R. Jones .................... 4,080,359(3)(4) 74.8% 2,131,400(3)(5) 95.5%
9697 East Mineral Avenue
Englewood, CO 80112
Jeffrey C. Wayne .................. 6,250(7) * -- --
9697 East Mineral Avenue
Englewood, CO 80112
Jay B. Lewis ...................... 15,625(8) * -- --
9697 East Mineral Avenue
Englewood, CO 80112
Ron Hartenbaum .................... 339,320(9) 6.2 -- --
11 West 42nd Street
New York, NY 10036
Gary Schonfeld .................... 339,319(9) 6.2 -- --
11 West 42nd Street
New York, NY 10036
Tuxedo Shirt, Inc. ................ 678,639(9) 12.5 -- --
11 West 42nd Street
New York, NY 10036
Philip C. Laxar ................... 3,750(10) * -- --
9697 East Mineral Avenue
Englewood, CO 80112
Adelphia Communications 358,481(11) 6.6 -- --
Corporation .....................
5 West Third Street
Coudersport, PA 16915
Sandler Capital Management ........ -- -- -- --
767 Fifth Avenue, 45th Floor
New York, NY 10153
All executive officers and 87.3 2,131,400 95.5
directors
as a group (10 persons).......... 4,784,936(12)
<CAPTION>
SERIES A CONVERTIBLE
PREFERRED STOCK
--------------------------------
PERCENT OF
PERCENT OF TOTAL
NAME AND ADDRESS OF NUMBER OF PERCENT TOTAL VOT- ECONOMIC
BENEFICIAL OWNER(1)(2) SHARES OF CLASS ING POWER INTEREST
- ---------------------- --------------------- -------- ---------- ----------
<S> <C> <C> <C> <C>
Glenn R. Jones .................... 1,600,000(3)(6) 83.4% 91.0% 81.3%
9697 East Mineral Avenue
Englewood, CO 80112
Jeffrey C. Wayne .................. -- -- * *
9697 East Mineral Avenue
Englewood, CO 80112
Jay B. Lewis ...................... -- -- * *
9697 East Mineral Avenue
Englewood, CO 80112
Ron Hartenbaum .................... -- -- 1.1 3.5
11 West 42nd Street
New York, NY 10036
Gary Schonfeld .................... -- -- 1.1 3.5
11 West 42nd Street
New York, NY 10036
Tuxedo Shirt, Inc. ................ -- -- 2.3 7.1
11 West 42nd Street
New York, NY 10036
Philip C. Laxar ................... -- -- * *
9697 East Mineral Avenue
Englewood, CO 80112
Adelphia Communications -- -- 1.2 3.7
Corporation .....................
5 West Third Street
Coudersport, PA 16915
Sandler Capital Management ........ 160,000 8.3 * 1.7
767 Fifth Avenue, 45th Floor
New York, NY 10153
All executive officers and 1,600,000 83.4 93.2 88.4
directors
as a group (10 persons)..........
</TABLE>
* less than one percent
80
<PAGE>
- -------------
(1) Directors and executive officers named in the Summary Compensation Table
who are not listed in the table do not beneficially own any of our stock.
(2) Unless otherwise noted, all persons indicated in the table have full voting
and investment power with respect to the share ownership described.
(3) Glenn R. Jones is the Chairman of the Board of Directors and Chief
Executive Officer of Jones International and owns all of the outstanding
shares of Jones International. He is therefore deemed to be the beneficial
owner of all our shares owned by Jones International. By virtue of this
ownership, Mr. Jones controls approximately 91% of the total votes to be
cast by all shareholders of our shares on matters not requiring a class
vote. The holders of the Class B Common Stock have the right to convert
their shares of Class B Common Stock into shares of Class A Common Stock on
a share for share basis at any time at their option. The holders of the
Series A Convertible Preferred Stock have the right to convert their shares
of Series A Convertible Preferred Stock into 2,397,500 shares of Class A
Common Stock at any time, and Series A Convertible Preferred Stock must be
converted upon the completion of a public offering of our equity
securities. See Preliminary Note.
(4) Includes 884,108 shares owned by Mr. Jones, 15,625 shares deemed to be held
by Mr. Jones pursuant to a presently exercisable stock option and 3,180,626
shares held by Jones International.
(5) Includes 328,900 shares owned by Mr. Jones and 1,802,500 shares held by
Jones International.
(6) Represents shares held by Jones International Trust LLC, a Colorado limited
liability company. An affiliate of Jones International is the managing
member. Through Mr. Jones' ownership of Jones International, he is deemed
to be the beneficial holder of said shares.
(7) Represents shares deemed to be held by Mr. Wayne pursuant to a presently
exercisable stock option.
(8) Represents shares deemed to be held by Mr. Lewis pursuant to a presently
exercisable stock option.
(9) Tuxedo Shirt, Inc. is owned by Messrs. Hartenbaum and Schonfeld, and was
formerly known as MediaAmerica, Inc., the company which sold its
advertising representation business assets to us in 1998. The shares owned
by Tuxedo Shirt, Inc. are beneficially owned 50% by Mr. Hartenbaum and 50%
by Mr. Schonfeld.
(10) Represents shares deemed to be held by Mr. Laxar pursuant to a presently
exercisable stock option.
(11) Adelphia is entitled to receive a number of additional shares of Class A
Common Stock to be determined based on PIN Venture's 1999 audited financial
results.
(12) Includes 41,563 shares deemed to be held by various executive officers and
directors pursuant to presently exercisable stock options.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Where applicable, references in this section to amounts paid to or by us
include amounts paid to or by the PIN Venture and Superaudio, entities that are
not wholly owned, as well as our wholly owned subsidiaries.
ADVANCES
Since our inception, we have received advances from Jones International and
related parties to fund our activities. These advances had no maturity date and
accrued interest at the published prime rate plus 2% (approximately 10% per
annum in 1999). We paid interest on these advances of approximately $38,000 for
the year ended December 31, 1999. We repaid these advances monthly from
borrowings, operating cash flow and/or available cash balances.
TAX SHARING AGREEMENT
Prior to April 2, 1997, we joined in filing a consolidated Federal tax
return as provided for under the terms of a tax allocation agreement with Jones
International and certain of Jones International's subsidiaries. Pursuant to the
terms of the tax allocation agreement, tax provisions (benefits) were allocated
to the members of the tax sharing group based on their respective pro rata
contribution of taxable income (loss) to Jones International's consolidated
taxable income (loss). As a result of certain stock issuances on April 1, 1997,
less than 80% of our outstanding common stock was owned by Jones International
and, therefore, we no longer join with Jones International in filing a
consolidated Federal tax return. However, we continue to file combined state tax
returns with Jones International in some states, as provided for under the terms
of the tax allocation agreement.
The tax allocation agreement with Jones International gave Jones
International the option to either make a payment of the tax benefits due to the
subsidiary members of the tax sharing group or defer such payments until a
subsequent taxable period in which the subsidiary member generates taxable
income and has a tax payment due either to Jones International or to a federal
or state taxing authority. Jones International could defer such payments for a
period not to exceed five years from the date the tax benefits were incurred and
would accrue interest at the time the deferred amounts originate. Income tax
benefit (provision) recognized as a result of the tax sharing arrangement was
approximately $879,000 for the year ended December 31, 1999.
SATELLITE SERVICES
We have agreements to provide uplinking, playback, trafficking and related
services to Jones International that terminate on December 31, 2004. We have the
right to terminate the uplinking agreement upon 30-days' written notice. We
received approximately $2,787,000 for these services for the year ended
December 31, 1999. Since July 1, 1998, we have also provided additional
uplinking, playback, trafficking and related services to a related party of
Jones International in connection with the lease of an additional channel on one
of our satellite transponders for a monthly fee of $30,000 plus a proportionate
share of expenses.
SATELLITE TRANSPONDER AGREEMENTS
We lease to Jones International one compressed channel on one of our
satellite transponders. We have the right to terminate the lease at any time
upon 30-days' written notice. The monthly payments may be adjusted periodically
through the December 2004 expiration date based on the number of affiliate
customers using the transponder. We received lease payments of approximately
$1,475,000 for the year ended December 31, 1999. Effective July 1, 1998, we
leased one additional channel on the transponder to a related party, Knowledge
TV, Inc., at a monthly lease rental of approximately $61,000.
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The lease has a seven-year term with an option, exercisable by the related party
on six months' advance notice, to terminate the lease on July 1, 2001.
We subleased from Jones Satellite Holdings, a subsidiary of Jones
International, an audio channel on a non-preemptible satellite transponder on
the Galaxy V communications satellite for approximately $58,000 per month.
Pursuant to our right to terminate this agreement, we terminated the agreement
on January 31, 2000. Jones Satellite Holdings leases the transponder from an
unrelated party pursuant to a lease that terminates in 2004. Jones Satellite
Holdings charged lease payments of approximately $696,000 for the year ended
December 31, 1999.
SALES COMMISSIONS
We earn up to a 3% commission on our sale of airtime for informational
programming on certain network subsidiaries of Knowledge TV, Inc. We received
commissions of approximately $114,000 for the year ended December 31, 1999.
Effective July 1, 1998, these services are being provided by the PIN Venture,
which will receive all future commissions and will pay for the personnel who
perform such services.
A related party, Jones Network Sales, Inc., began providing cable affiliate
sales and marketing services to us in late 1997. This related party charged us
approximately $1,418,000 for the year ended December 31, 1999.
LICENSE FEES AND OTHER PAYMENTS FOR CABLE SERVICES
GAC is licensed to certain cable television systems owned or managed by
Jones Intercable. From January 1, 1999 to April 7, 1999, Jones Intercable and
its affiliated partnerships paid total license fees to us of approximately
$322,000 for this programming service. This agreement expires on December 31,
2010. Superaudio also licenses its audio services to these systems. Jones
Intercable and its managed partnerships paid Superaudio approximately $720,000
for the year ended December 31, 1999. As of April 7, 1999, Jones Intercable is
no longer a related party due to the sale by Mr. Jones of his interest in Jones
Intercable. Jones Intercable has continued to license our programming, but
related party payments terminated effective April 7, 1999.
PIN is distributed to Jones Intercable and its managed partnerships and to
Cox and Adelphia. Jones Intercable and its managed partnerships received
incentive payments totaling approximately $417,000 for the partial year ended
April 6, 1999. As of April 7, 1999, Jones Intercable is no longer a related
party due to the sale by Mr. Jones of his controlling interest in Jones
Intercable.
COMPUTER SERVICES
A subsidiary of Jones International provides computer hardware and software
services and miscellaneous related support services to us and other parties
related to Jones International. We paid service fees to this subsidiary of
approximately $787,000 for the year ended December 31, 1999.
OFFICE LEASE AND SUBLEASE
We lease and sublease office space in Englewood, Colorado from parties
related to Jones International on a month-to-month basis. We paid rent and
associated expenses under these leases and subleases of approximately $226,000
for the year ended December 31, 1999.
ADMINISTRATIVE SERVICES
We reimburse Jones International and its related parties for certain
administrative services provided by these companies, such as legal, accounting,
purchasing and human resources services. Jones International and these related
parties charge us for these services based upon an allocation of its
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personnel expense associated with providing these services. These allocated
expenses totaled approximately $968,000 for the year ended December 31, 1999.
A related party of ours charged us approximately $33,000 for the year ended
December 31, 1999, for the allocated costs of its airplane which we used in
connection with our Senior Notes offering and our proposed initial public
offering.
MANAGEMENT OWNERSHIP OF CONVERTIBLE PREFERRED EQUITY
An affiliate of Mr. Jones purchased $20.0 million of our Series A
Convertible Preferred Stock in September 1999.
GUARANTY OF CREDIT FACILITY
Jones International has guaranteed our $20.0 million credit facility, which
was used to finance the acquisition of Broadcast Programming in August 1999.
Both the credit facility and guaranty expire in June 2000 unless extended. As a
result of the guaranty, which is secured, we received more favorable interest
and other terms. On September 30, 1999, we used the proceeds from the sale of
our Series A Convertible Preferred Stock to repay all amounts outstanding under
this credit facility.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K
(a)(1) Financial Statements and Report of Independent Public Accountants.
(a)(2) Schedules.
Schedule II--Valuation and Qualifying Accounts.
(a)(3) Exhibits.
The following exhibits, which are numbered in accordance with Item 601 of
Regulation S-K, are filed herewith or, as noted, incorporated by reference
herein:
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
------ -----------
<C> <S>
3.1 Articles of Incorporation of the Registrant.(1)
3.2 Amendment to the Registrant's Articles of Incorporation
filed September 30, 1999.(4)
3.3 Amended and Restated Articles of Incorporation of the
Registrant filed January 28, 2000.(3)
3.4 Bylaws of the Registrant.(1)
4.1 Indenture, dated July 10, 1998, between the Registrant and
United States Trust Company of New York.(1)
4.2 Form of Exchange Note is included as Exhibit A-3 to the
Indenture.(1)
4.3 Pledge Agreement, dated July 10, 1998, among the Registrant,
United States Trust Company of New York and others.(1)
4.4 Form of Subsidiary Guaranty is included as part of the
Indenture.(1)
4.5 Form of Class A Common Stock certificate.(4)
10.1 1998 Stock Option Plan.(1)
10.2 Amendment No. 1 to the Registrant's 1998 Stock Option
Plan.(3)
10.3 Form of Basic Incentive Stock Option Agreement.(1)
10.4 Form of Basic Non-Qualified Stock Option Agreement.(1)
10.5 Amendment No. 1 to Option Agreement dated February 10, 2000,
between the Registrant and Jeffrey C. Wayne.(4)
10.6 Amendment No. 1 to Option Agreement dated February 10, 2000,
between the Registrant and Jay B. Lewis.(4)
10.7 Purchase and Sale Agreement dated August 9, 1996, between
Jones Global Group, Inc. and Jones International
Networks, Ltd. (n/k/a JPN, Inc.).(1)
10.8 Exchange Agreement dated September 30, 1996, among Glenn R.
Jones, Jones International, Ltd. and Jones International
Networks, Ltd. (n/k/a JPN, Inc.).(1)
10.9 Agreement and its amendment, dated November 6, 1996 and
April 1, 1997, respectively, between Glenn R. Jones and
Jones International Networks, Ltd. (n/k/a JPN, Inc.).(1)
10.10+ Second Amended and Restated Partnership Agreement of Product
Information Network Venture dated April 1, 1997, among
Jones Infomercial Network Ventures, Inc., Cox Consumer
Information Network, Inc. and Adelphia Communications
Corporation.(1)
10.11 Affiliate Agreement dated January 1, 1996, among Great
American Country, Inc., Jones Programming Services, Inc.
and Jones Intercable, Inc.(1)
</TABLE>
85
<PAGE>
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
------ -----------
<C> <S>
10.12 Amended and Restated Affiliate Agreement dated August 1,
1994, between Jones Infomercial Networks, Inc. and Jones
Intercable, Inc., together with an Assignment dated
January 31, 1995, between Jones Infomercial
Networks, Inc. and Jones Infomercial Network
Ventures, Inc.(1)
10.13+ Affiliate Agreement dated January 31, 1995, between Product
Information Network Venture and Cox
Communications, Inc.(1)
10.14+ Affiliate Agreement as Amended, dated October 1, 1995 as
amended effective April 1, 1997, between Product
Information Network Venture and Adelphia Communications
Corporation.(1)
10.15 Uplink Services Agreement dated January 1, 1995, among Jones
Earth Segment, Inc., Jones Infomercial Networks, Inc.,
Jones Computer Network, Ltd., Mind Extension
University, Inc. (n/k/a Knowledge TV, Inc.) and Jones
Galactic Radio, Inc., together with a letter agreement
dated June 10, 1998, between Jones Earth Segment, Inc. and
Knowledge TV, Inc.(1)
10.16 Services Agreement dated January 1, 1995, among Jones Earth
Segment, Inc., Jones Infomercial Networks, Inc., Jones
Computer Network, Ltd. and Mind Extension
University, Inc. (n/k/a Knowledge TV, Inc.), together with
a letter agreement dated June 10, 1998, between Jones
Earth Segment, Inc. and Knowledge TV, Inc.(1)
10.17 Transponder Licenses Agreement dated January 1, 1995, among
Jones Space Segment, Inc., Jones Infomercial
Networks, Inc. and Jones Computer Network, Ltd., together
with a letter agreement dated June 10, 1998, between Jones
Space Holdings, Inc. and Knowledge TV, Inc.(1)
10.18 Transponder Licenses Agreement dated January 1, 1995, among
Jones Satellite Holdings, Inc., Jones Galactic
Radio, Inc. and Mind Extension University, Inc. (n/k/a
Knowledge TV, Inc.).(1)
10.19+ C-3/C-4 Satellite Transponder Service Agreement dated
July 28, 1989, between GE American Communications, Inc.
and Jones Space Segment, Inc.(1)
10.20 Agreement dated June 2, 1998, among MediaAmerica, Inc., Ron
Hartenbaum, Gary Schonfeld, Jones Network Holdings LLC and
the Registrant.(1)
10.21 Post-Closing Agreement dated July 10, 1998, with
MediaAmerica, Inc., Gary Schonfeld and Ron Hartenbaum.(1)
10.22 Employment Agreement dated July 10, 1998, between Ron
Hartenbaum and the Registrant.(1)
10.23 Employment Agreement dated July 10, 1998, between Gary
Schonfeld and the Registrant.(1)
10.24 Agreement dated as of June 15, 1999 among Broadcast
Electronics, Inc., BEI Holding Corporation and the
Registrant.(2)
10.25 Revolving Credit Facility dated as of July 29, 1999 between
Bank of America, N.A. and the Registrant.(2)
10.26 Form of Registration Rights Agreement dated as of
October 1, 1999 between the Registrant and certain holders
of Series A Convertible Preferred Stock.(4)
21 Subsidiaries.
27 Financial Data Schedule.
</TABLE>
86
<PAGE>
- ----------
+ Portions of this exhibit have been omitted based on a determination dated
November 3, 1998 by the Securities and Exchange Commission that certain
information contained therein shall be afforded confidential treatment.
(1) Incorporated by reference from the Registrant's Registration Statement No.
333-62077 on Form S-4 filed on August 21, 1998.
(2) Incorporated by reference from the Registrant's Current Report on Form 8-K
dated August 6, 1999.
(3) Incorporated by reference from the Registrant's Current Report on Form 8-K
dated January 28, 2000.
(4) Incorporated by reference from the Registrant's Registration Statement
No. 333-93337 on Form S-1 filed on December 22, 1999, and Amendment No. 1
thereto, filed on February 18, 2000.
(b) Reports on Form 8-K.
Not applicable.
87
<PAGE>
SIGNATURES
Pursuant to the requirements of the 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.
<TABLE>
<S> <C> <C>
JONES INTERNATIONAL NETWORKS, LTD.
Dated: March 14, 2000 By: /s/ JEFFREY C. WAYNE
-----------------------------------------
Jeffrey C. Wayne
PRESIDENT
</TABLE>
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.
<TABLE>
<S> <C> <C>
Dated: March 14, 2000 By: /s/ GLENN R. JONES
-----------------------------------------
Glenn R. Jones
CHAIRMAN OF THE BOARD OF DIRECTORS
Dated: March 14, 2000 By: /s/ JEFFREY C. WAYNE
-----------------------------------------
Jeffrey C. Wayne
PRESIDENT AND DIRECTOR
(PRINCIPAL EXECUTIVE OFFICER)
Dated: March 14, 2000 By: /s/ JAY B. LEWIS
-----------------------------------------
Jay B. Lewis
GROUP VICE PRESIDENT/FINANCE AND DIRECTOR
(CHIEF FINANCIAL OFFICER)
Dated: March 14, 2000 By: /s/ AMY MICKLES
-----------------------------------------
Amy Mickles
CONTROLLER
(CHIEF ACCOUNTING OFFICER)
Dated: March 14, 2000 By: /s/ RONALD HARTENBAUM
-----------------------------------------
Ronald Hartenbaum
DIRECTOR
Dated: March 14, 2000 By: /s/ YRMA G. RICO
-----------------------------------------
Yrma G. Rico
DIRECTOR
</TABLE>
88
<PAGE>
<TABLE>
<S> <C> <C>
Dated: March 14, 2000 By: /s/ FRED A. VIERRA
-----------------------------------------
Fred A. Vierra
DIRECTOR
Dated: March 14, 2000 By: /s/ TIMOTHY J. BURKE
-----------------------------------------
Timothy J. Burke
DIRECTOR
</TABLE>
89
<PAGE>
EXHIBIT 21
JONES INTERNATIONAL NETWORKS, LTD.
LIST OF SUBSIDIARIES
All of the companies listed below are Colorado corporations, unless
otherwise indicated.
BP Programming, Inc.
Great American Country, Inc.
JPN, Inc.
Jones Audio Services, Inc.
Jones/Capstar Radio Programming LLC
Jones Direct, Ltd.
Jones Earth Segment, Inc.
Jones Galactic Radio, Inc.
Jones Galactic Radio Partners, Inc.
Jones Infomercial Networks, Inc.
Jones Infomercial Network Ventures, Inc.
Jones Infomercials International, Ltd.
Jones MAI Radio, Inc.
Jones/Owens Radio Programming LLC
Jones Radio Holdings, Inc.
Jones Radio Network, Inc.
Jones Radio Network Ventures, Inc.
Jones Space Holdings, Inc.
MediaAmerica, Inc., a New York corporation
Product Information Network Venture, a Colorado joint venture
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 13,270,784
<SECURITIES> 6,888,741
<RECEIVABLES> 15,241,826
<ALLOWANCES> 1,192,818
<INVENTORY> 0
<CURRENT-ASSETS> 36,042,594
<PP&E> 53,891,510
<DEPRECIATION> 30,932,406
<TOTAL-ASSETS> 128,461,545
<CURRENT-LIABILITIES> 22,796,482
<BONDS> 100,000,000
0
23,975,000
<COMMON> 75,105
<OTHER-SE> (21,348,170)
<TOTAL-LIABILITY-AND-EQUITY> 128,461,545
<SALES> 0
<TOTAL-REVENUES> 64,366,037
<CGS> 0
<TOTAL-COSTS> 62,321,505
<OTHER-EXPENSES> 73,821
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12,750,540
<INCOME-PRETAX> (9,652,440)
<INCOME-TAX> (9,182,183)
<INCOME-CONTINUING> (10,062,831)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (10,062,831)
<EPS-BASIC> (1.32)
<EPS-DILUTED> 0
</TABLE>
