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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[x] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended September 30, 1998.
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[_] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ___________ to ___________.
Commission File Number 333-62077-14
Jones/Owens Radio Programming LLC.
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Exact name of registrant as specified in charter
Colorado #84-1362977
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State of organization I.R.S. employer I.D.#
9697 East Mineral Avenue, P.O. Box 3309, Englewood, Colorado 80155-3309
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Address of principal executive office
(303) 792-3111
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Registrant's telephone number
Indicate by check mark whether the registrant (l) has filed all reports required
to be filed by Section l3 or l5(d) of the Securities Exchange Act of l934 during
the preceding l2 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes No X
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The registrant meets the conditions set forth in General Instructions H(1)(a)
and (b) of Form 10-Q and is therefore filing this form with the reduced
disclosure format.
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JONES/OWENS RADIO PROGRAMMING, LLC
INDEX
Page
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PART I FINANCIAL INFORMATION
Item 1 Financial Statements
Unaudited Statements of Financial Position
as of December 31, 1997 and September 30, 1998......................... 2
Unaudited Statements of Operations
for the Three and Nine Months Ended September 30, 1997 and 1998........ 3
Unaudited Statements of Cash Flows
for the Nine Months Ended September 30, 1997 and 1998.................. 4
Notes to Unaudited Financial Statements................................. 5
Item 2 Management's Discussion and Analysis
of Financial Condition and Results of Operations......................... 7
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JONES/OWENS RADIO PROGRAMMING, LLC
UNAUDITED STATEMENTS OF FINANCIAL POSITION
<TABLE>
<CAPTION>
December 31, September 30,
1997 1998
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<S> <C> <C>
CURRENT ASSETS:
Cash $ 74,294 $ 103,703
Accounts receivable 220,270 472,323
Allowance for doubtful accounts (17,272) (21,754)
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Net accounts receivable 202,998 450,569
Advances to Jones Radio Network Ventures, Inc. (Note 2) 243,105 2,990
Prepaid expenses 11,724 44,107
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Total current assets 532,121 601,369
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INTANGIBLE ASSETS:
Intangible assets 1,000,000 1,000,000
Accumulated amortization (189,980) (319,964)
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Net intangible assets 810,020 680,036
---------- ----------
Total assets $1,342,141 $1,281,405
========== ==========
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 2,000 $ 2,125
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MEMBERS' EQUITY:
Member contributions 1,000,000 1,000,000
Retained earnings 340,141 279,280
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Total members' equity 1,340,141 1,279,280
---------- ----------
Total liabilities and members' equity $1,342,141 $1,281,405
========== ==========
</TABLE>
The accompanying notes to these unaudited financial statements
are an integral part of these statements.
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JONES/OWENS RADIO PROGRAMMING, LLC
UNAUDITED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
1997 1998 1997 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
REVENUE :
Radio programming revenue:
Advertising, net of commissions $400,058 $268,895 $936,607 $696,023
Licensing fees 9,312 3,442 30,808 27,325
-------- -------- -------- --------
Total radio programming revenue 409,370 272,337 967,415 723,348
-------- -------- -------- --------
OPERATING EXPENSES:
Radio programming expenses:
Non-affiliated entities 102,503 176,280 237,286 404,597
Affiliated entities (Note 2) 74,105 12,056 274,832 173,294
-------- -------- -------- --------
Total radio programming expenses 176,608 188,336 512,118 577,891
Selling and marketing - 13,215 - 110,174
General and administrative expenses (Note 2) 30,827 30,891 95,815 96,144
-------- -------- -------- --------
Total operating expenses 207,435 232,442 607,933 784,209
-------- -------- -------- --------
NET INCOME (LOSS) $201,935 $ 39,895 $359,482 $(60,861)
======== ======== ======== ========
</TABLE>
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JONES/OWENS RADIO PROGRAMMING, LLC
UNAUDITED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Nine Months
Ended September 30,
1997 1998
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 359,482 $ (60,861)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Amortization expense 123,315 129,984
Net change in assets and liabilities:
Increase in net accounts receivable (543,029) (247,571)
Decrease (increase) in prepaid expenses 21,566 (32,383)
Increase (decrease) in accounts payable and accrued liabilities (750) 125
Net change in advances to/from Jones Radio Network Ventures, Inc. 60,501 240,115
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Net cash provided by operating activities 21,085 29,409
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CASH, BEGINNING OF PERIOD - 74,294
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CASH, END OF PERIOD $ 21,085 $ 103,703
========== ==========
</TABLE>
The accompanying notes to these unaudited financial statements
are an integral part of these statements.
5
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JONES/OWENS RADIO PROGRAMMING, LLC
NOTES TO UNAUDITED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1998
(1) ORGANIZATION AND BUSINESS AND BASIS OF PRESENTATION
Jones/Owens Radio Programming, LLC (the "Company") is a limited liability
company which is owned by Jones Radio Network Ventures, Inc. ("JRNV"), an
indirect wholly-owned subsidiary of Jones International Networks, Ltd.
("JIN") and Jim Owens and Associates, Inc. ("Owens"). The Company is in the
business of developing, producing and distributing short-form and long-form
syndicated radio programs.
The Company commenced operations on October 1, 1996. JRNV contributed $1
million for the purchase of certain intangible assets from Owens (Note 2) to
the Company for a 70 percent ownership interest in the Company. Owens
contributed certain rights in the Crook and Chase Country CountDown show and
certain of their affiliate agreements for a 30 percent ownership interest in
the Company. In August 1997, Owens contributed 2/3 of its ownership interest
in the Company to JRNV in payment of certain programming and production
costs for which Owens was responsible under the original agreement. After
this contribution, JRNV and Owens had a 90% and 10% ownership interest,
respectively, in the Company. Profits, losses and distributions of the
Company have been and will be allocated in accordance with the respective
ownership interests of the members.
In July 1998, JIN issued $100 million of 11 3/4% Senior Secured Notes due
July 1, 2005 (the "Notes"), which were fully and unconditionally guaranteed
on a joint and several basis by certain of JIN's subsidiaries, including the
Company. This Form 10-Q is being filed by the Company in accordance with
requirements of the Securities and Exchange Commission pronouncements
relating to the obligations of subsidiary guarantors of publicly traded debt
securities that are not wholly-owned to file periodic reports under the
Securities Exchange Act of 1934 as amended. The Company meets the conditions
set forth in General Instructions H (1)(a) and (b) of Form 10-Q and is
therefore filing this form with the reduced disclosure format. The
accompanying statements of financial position as of December 31, 1997 and
September 30, 1998, the statements of operations for the three and nine
months ended September 30, 1997 and 1998, and the statements of cash flows
for the nine months ended September 30, 1997 and 1998, are unaudited. This
Form 10-Q is being filed in conformity with the SEC requirements for
unaudited financial statements and does not contain all of the necessary
footnote disclosures required for a complete presentation of the Statements
of Financial Position, Statements of Operations and Statements of Cash Flows
in conformity with generally accepted accounting principles. However, in the
opinion of management, these statements include all adjustments, consisting
of normal recurring adjustments, necessary for the fair presentation of
results for these interim periods. The results of operations for the three
and nine months ended September 30, 1998 are not necessarily indicative of
results to be expected for the entire year, or for any other interim period.
(2) TRANSACTIONS WITH AFFILIATED ENTITIES
JRNV is an indirect subsidiary of Jones International, Ltd.
("International"). Certain members of management of the Company are also
officers or directors of other 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 reasonable methods.
Significant transactions with affiliated entities are described below.
Radio Programming Expense - Jones Radio Network, Inc. ("JRN") distributes
radio programming for the Company. For the nine months ended September 30,
1997, JRN charged the Company a fee of approximately $96,000 for radio
programming distribution services. The fee represents approximately 10% of
the Company's net revenues for the nine months ended September 30, 1997.
Beginning in November 1997, this distribution
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fee was no longer charged by JRN to the Company due to an amendment to the
original agreement.
In addition, Owens produces radio programming for the Company. For the nine
months ended September 30, 1997 and 1998, respectively, Owens charged the
Company approximately $179,000 and $120,000, respectively, for radio
programming services.
On July 10, 1998, Jones International Networks, Ltd., the parent of JRNV,
purchased MediaAmerica, Inc. MediaAmerica, Inc. provided advertising
representation services to the Company and was paid approximately $53,000,
for the period from July 10, 1998 to September 30, 1998.
General and Administrative Expenses - the Company reimburses International
for certain allocated administrative expenses. These expenses generally
consist of salaries and related benefits. Allocations of personnel costs are
generally based on actual time spent by affiliated associates with respect
to the Company. International and its affiliates charged the Company
approximately $15,000 and $11,000 for the nine months ended September 30,
1997 and 1998, respectively, for these administrative expenses.
Periodically, in the normal course of business, JRNV (1) remits funds on
behalf of the Company to third parties and affiliates in payment for
products and services purchased by the Company and/or (2) receives funds on
behalf of the Company, primarily from affiliates, in payment for products
and services provided by the Company. These amounts are then subsequently
reimbursed from/to JRNV on a timely basis. Due to their short-term nature,
such amounts outstanding with JRNV are classified as a current asset or
liability in the accompanying financial statements.
(3) DEFERRED COMMISSIONS
Sales commissions are amortized over the life of the corresponding
agreements from which the sales commission was paid.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion of results of the Company's financial condition
and results of operations contains, in addition to historical information,
forward-looking statements that are based upon certain assumptions and are
subject to a number of risks and uncertainties. The Company's actual results
may differ significantly from the results predicted in such forward-looking
statements.
I OVERVIEW OF OPERATIONS
The Company creates, develops, acquires and produces radio programming,
which it distributes to radio stations. The Company provides radio programming
to radio stations in exchange for advertising time that it resells to national
advertisers.
Radio programming revenues consist primarily of advertising revenues and,
to a lesser extent, license fees paid by smaller radio station affiliates.
License fees from radio stations have remained stable over the past two years,
reflecting the Company's decision to focus on obtaining advertising time,
instead of license fees, from its affiliated radio stations. The Company
generates radio advertising revenues by selling airtime to advertisers who
advertise their products or services within Company's radio programming. The
Company recognizes advertising revenues upon airing of the advertisements. Any
amounts received from customers for radio advertisements that have not been
aired during the period are recorded as unearned revenues until such time as the
advertisements are aired. Radio station license fees are earned monthly based on
each radio station's contractual agreement.
The Company's operating expenses consist of: (i) radio programming
expenses, (ii) selling and marketing expenses, and (iii) general and
administrative expenses.
Radio programming expenses consist of program talent fees, programming
development and production costs, distribution and delivery costs and other
costs related to the Company's programming. Program licensing and programming
development and production costs include the costs of researching, designing,
producing, and licensing programs for the Jones Radio Network's programming and
other associated programming costs. Radio distribution and delivery costs
include compact disc duplication, postage and other associated costs.
Selling and marketing expenses include salaries, travel and other
associated expenses related to the Company's sales and marketing activities, as
well as the costs of designing, producing and distributing marketing,
advertising and promotional materials.
General and administrative expenses include personnel and associated costs
for the Company's executive management and management staff and operational
support and management staff.
II RESULTS OF OPERATIONS
The following table sets forth the amount of, and percentage relationship
to, total net revenues of certain items included in the Company's historical
unaudited statements of operations for the three and nine months ended September
30, 1997 and 1998, respectively:
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<TABLE>
<CAPTION>
REPORTED RESULTS:
(In thousands, except percent data)
THREE MONTHS ENDED SEPTEMBER 30,
1997 1998
<S> <C> <C> <C> <C>
REVENUES:
Radio programming - advertising.............. $ 400 98% $269 99%
Radio programming - affiliate fees........... 9 2 3 1
----- --- ---- ---
Total revenues............................. 409 100 272 100
----- --- ---- ---
OPERATING EXPENSES:
Radio programming............................ 176 43 188 69
Selling and marketing........................ - - 13 5
General and administrative................... 31 8 31 11
----- --- ---- ---
Total operating expenses................... 207 51 232 85
----- --- ---- ---
OPERATING INCOME (LOSS)........................ $ 202 49% $ 40 15%
===== === ==== ===
NINE MONTHS ENDED SEPTEMBER 30,
1997 1998
REVENUES:
Radio programming - advertising.............. $ 936 97% $696 96%
Radio programming - affiliate fees........... 31 3 27 4
----- --- ---- ---
Total revenues............................. 967 100 723 100
----- --- ---- ---
OPERATING EXPENSES:
Radio programming............................ 512 53 578 80
Selling and marketing........................ - - 110 15
General and administrative................... 96 10 96 13
----- --- ---- ---
Total operating expenses................... 608 63 784 108
----- --- ---- ---
OPERATING INCOME (LOSS)........................ $ 359 37% $(61) (8)%
===== === ==== ===
</TABLE>
THREE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO SEPTEMBER 30, 1998
Radio programming revenues decreased $137,000, or 33%, from $409,000 for
the three months ended September 30, 1997 to $272,000 for the three months ended
September 30, 1998, due to a $131,000, or 33%, decrease in advertising revenues.
Advertising revenues decreased primarily due to a decrease in the rate per
advertising spot paid by advertisers. Sales of network radio advertising for the
three months ended September 30, 1998 were adversely affected by the entry into
the market of AMFM, which added approximately 20% more radio advertising
inventory to the marketplace, thereby increasing competition for network radio
advertising dollars and causing a decrease in the rate per advertising spot paid
by advertisers in the first nine months of 1998 compared to the similar period
in the prior year. Licensing revenues remained relatively stable at a low level,
reflecting the Company's strategy to focus on radio station affiliates with
significant audiences, which are generally not charged a license fee. While the
Company is experiencing higher advertising spot rates in the third quarter as
compared to the first half of 1998, there can be no assurance that future
competition from AMFM in the network radio advertising market will not
materially adversely effect the Company's radio programming operations.
Total operating expenses increased $25,000, or 12%, from $207,000 for the
three months ended September 30, 1997 to $232,000 for the three months ended
September 30, 1998. This increase was due primarily to an increase in radio
programming expenses and selling and marketing expenses. As a percentage of
total revenues, total operating expenses increased from 51% for the three months
ended September 30, 1997 to 85% for the three months ended
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September 30, 1998.
Radio programming expenses increased $12,000, or 7%, from $176,000 for the
three months ended September 30, 1997 to $188,000 for the three months ended
September 30, 1998, due primarily to a revision in the Operating Agreement for
the Company which provides for the Company to bear certain additional
programming production expenses directly in lieu of a 10% net revenue management
fee charged by JRNV. As a percentage of radio programming revenues, radio
programming expenses increased from 43% for the three months ended September 30,
1997 to 69% for the three months ended September 30, 1998.
Selling and marketing expenses increased by $13,000, from $0 for the three
months ended September 30, 1997 to $13,000 for the three months ended September
30, 1998 due to a revision in the Operating Agreement for the Company which
provides for the Company to bear certain selling and marketing expenses. As a
percentage of total revenues, selling and marketing expenses increased from 0%
for the three months ended September 30, 1997 to 5% for the three months ended
September 30, 1998.
General and administrative expenses remained relatively constant for the
three months ended September 30, 1997 and 1998.
NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO SEPTEMBER 30, 1998
Radio programming revenues decreased $244,000, or 25%, from $967,000 for
the nine months ended September 30, 1997 to $723,000 for the nine months ended
September 30, 1998, due to a $241,000, or 26%, decrease in advertising revenues.
Advertising revenues decreased primarily due to a decrease in the rate per
advertising spot paid by advertisers. Sales of network radio advertising for the
nine months ended September 30, 1998 were adversely affected by the entry into
the market of AMFM. Licensing revenues remained relatively stable at a low
level, reflecting the Company's strategy to focus on radio station affiliates
with significant audiences, which are generally not charged a license fee. While
the Company is experiencing higher advertising spot rates in the third quarter
as compared to the first half of 1998, there can be no assurance that future
competition from AMFM in the network radio advertising market will not
materially adversely effect the Company's radio programming operations.
Total operating expenses increased $176,000, or 29%, from $608,000 for the
nine months ended September 30, 1997 to $784,000 for the nine months ended
September 30, 1998. This increase was due primarily to increases in radio
programming expenses and selling and marketing expenses. As a percentage of
total revenues, total operating expenses increased from 63% for the nine months
ended September 30, 1997 to 108% for the nine months ended September 30, 1998.
Radio programming expenses increased $66,000, or 13%, from $512,000 for the
nine months ended September 30, 1997 to $578,000 for the nine months ended
September 30, 1998, due primarily to an increase in programming production
expenses. Programming production expenses increased approximately $59,000 due to
a revision in the Operating Agreement of the Company which now provides for the
Company to bear certain additional programming production expenses. As a
percentage of radio programming revenues, radio programming expenses increased
from 53% for the nine months ended September 30, 1997 to 80% for the nine months
ended September 30, 1998.
Selling and marketing expenses increased by $110,000, from $0 for the nine
months ended September 30, 1997 to $110,000 for the nine months ended September
30, 1998 due to a revision in the Operating Agreement of the Company which
provides for the Company to bear certain selling and marketing expenses
directly. As a percentage of total revenues, selling and marketing expenses
increased from 0% for the nine months ended September 30, 1997 to 15% for the
nine months ended September 30, 1998.
General and administrative expenses remained relatively constant for the
nine months ended September 30, 1997 and 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
JONES/OWENS RADIO PROGRAMMING, LLC
BY: JONES/ OWENS RADIO PROGRAMMING, LLC
General Partner
By: /s/ Jay B. Lewis
--------------------------------------
Jay B. Lewis
Group Vice President/Finance
Dated: December 14, 1998
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<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> $103,703
<SECURITIES> 0
<RECEIVABLES> 472,323
<ALLOWANCES> (21,754)
<INVENTORY> 0
<CURRENT-ASSETS> 44,107
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> $1,281,405
<CURRENT-LIABILITIES> 2,125
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1,279,280
<TOTAL-LIABILITY-AND-EQUITY> 1,281,405
<SALES> 0
<TOTAL-REVENUES> 723,348
<CGS> 0
<TOTAL-COSTS> 784,209
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (60,861)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> $(60,861)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
