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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ______ to ______
Commission file number: 0-19075
JONES PROGRAMMING PARTNERS 1-A, LTD.
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(Exact name of registrant as specified in its charter)
Colorado 84-1088820
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(State of Organization) (IRS Employer
Identification No.)
P.O. Box 3309, Englewood, Colorado 80155-3309 (303) 792-3111
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(Address of principal executive office and Zip Code) (Registrant's telephone
no. including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Limited Partnership
Interests
Indicate by check mark whether the registrant, (1) has filed all reports
required to be filed by Section 13 or l5(d) of the Securities Exchange Act of
l934 during the preceding l2 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days:
Yes x No
- -
Aggregate market value of the voting stock held by non-affiliates of the
registrant: N/A
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K ((S)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. _____
DOCUMENTS INCORPORATED BY REFERENCE: None
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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 the General Partner or the Partnership expects, believes or
anticipates will or may occur in the future are forward-looking statements.
These forward-looking statements are based upon certain assumptions and are
subject to a number of risks and uncertainties. Actual results could differ
materially from the results predicted by these forward-looking statements.
PART I.
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ITEM 1. BUSINESS
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Jones Programming Partners 1-A, Ltd. (the "Partnership") is a Colorado
limited partnership that was formed in April 1989 pursuant to the public
offering of limited partnership interests in the Jones Programming Partners
Limited Partnership Program. Jones Entertainment Group, Ltd., a Colorado
corporation engaged in the development, production, acquisition and distribution
of its original entertainment programming, is the general partner of the
Partnership (the "General Partner"). The Partnership was formed to acquire,
develop and own rights to produce and license original programming. The
Partnership generates revenues from the licensing of its programming. The
General Partner's principal responsibilities to the Partnership are the
acquisition of programming projects for the Partnership, negotiation of
production and distribution agreements for Partnership programming, reviewing
budgets, monitoring expenditure of Partnership funds, administering production
and distribution agreements, and accounting and reporting to the limited
partners. The General Partner charges the Partnership for direct costs incurred
on the Partnership's behalf. See further discussion of such costs charged to
the Partnership by the General Partner in Item 8, Financial Statements, Note 4.
As of December 31, 1996, the Partnership had three Programming projects: "The
Little Kidnappers," "The Story Lady" and "Curacao." It is not anticipated that
the Partnership will invest in any additional programming, but instead will
focus on the distribution of its existing programming. Following is a
description of the Partnership's programming projects.
The Little Kidnappers
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In January 1990, the General Partner, on behalf of the Partnership,
entered into an agreement with Jones Maple Leaf Productions ("Maple Leaf") to
produce a full-length made-for-television film entitled "The Little Kidnappers."
The total film cost was approximately $3,200,000. Of this amount, the
Partnership invested approximately $2,794,000, which included a production and
overhead fee of $300,000 paid to the General Partner. As of December 31, 1996,
the Partnership's net investment in the film, after consideration of
amortization, was $87,529. From inception to December 31, 1996, the Partnership
has recognized approximately $2,906,000 of revenue from this film, which
includes the initial license fees of approximately $1,365,000 from The Disney
Channel and the Canadian Broadcasting Corporation, which were used to help
finance the film's production. As of December 31, 1996, $5,139 in net
receivables was outstanding from the film's distributors and licensees. The
Partnership anticipates payment of these amounts over the next three to twenty-
four months as collected by distributors. The Partnership plans to recover its
remaining investment in this film from net revenues generated in remaining
worldwide television and home video markets.
The Story Lady
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In April 1991, the General Partner, on behalf of the Partnership,
entered into an agreement with NBC Productions, Inc. ("NBC") for the production
of a full-length, made-for-television film entitled "The Story Lady." The total
cost of the film was approximately $4,300,000. Of this amount, the Partnership
invested approximately $1,183,000 in return for world-wide distribution rights
to this film, excluding United States and Canadian broadcast television rights.
Included in the total amount invested is a production and overhead fee of
$120,000 paid to the General Partner. In December 1995, the Partnership fully
recovered its remaining net investment in this film. From inception to December
31, 1996, the Partnership has recognized approximately $2,003,000 of revenue
from this film. As of December 31, 1996, the Partnership had outstanding
receivables from the film's domestic and international distributors and
licensees totaling $200,476. The Partnership anticipates payment of these
amounts over the next three to twenty-four months as collected by distributors.
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Curacao
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In October 1992, the General Partner, on behalf of the Partnership,
entered into an agreement with Showtime Networks, Inc. ("Showtime") for the
production of a full-length made-for-television film entitled "Curacao." The
total production cost of the film incurred by the Partnership was approximately
$4,410,000. In addition to the costs of production, the Partnership paid the
General Partner $500,000 as a production and overhead fee for services rendered
in connection with arranging the Showtime presale and supervising production of
this picture. From inception to December 31, 1996, the Partnership has
recognized approximately $4,012,000 of revenue from this film, which included
the initial license fee and home video advances from Showtime of $2,650,000,
which was used to finance the film's production. As of December 31, 1996, the
Partnership had outstanding receivables from the film's domestic distributors
totaling $13,560, which were received by the Partnership in January 1997.
During the third quarter of 1995, the General Partner reassessed the
anticipated total gross revenue remaining from the distribution of "Curacao" in
available international and domestic television markets. Based on revised
television sales projections by unexploited territory, a reduction was made to
the Partnership's estimate of total gross revenue to be recognized from the
future distribution of the film. Accordingly, based on the reduced revenue
projections for the film (primarily in international television revenues), a
determination was made by the General Partner that the Partnership's net
investment in "Curacao" of $1,076,664 exceeded the film's estimated net
realizable value of $832,500 as of September 30, 1995. As a result, a loss from
write-down of film production cost of $244,164 was incurred to write-down the
unamortized cost of the film to its estimated net realizable value as of
September 30, 1995.
During the third quarter of 1996, the General Partner again reassessed
the anticipated total gross revenue remaining from the distribution of "Curacao"
in available international and domestic television markets. Based on revised
estimated television sales projections, a reduction was made to the
Partnership's estimate of total gross revenue to be recognized from the future
distribution of the film. Accordingly, based on the reduced revenue projections
for the film, a determination was made by the General Partner that the
Partnership's net investment in "Curacao" of $756,744 exceeded the film's
estimated net realizable value of $100,000 as of September 30, 1996. As a
result, a loss from write-down of film production cost of $656,744 was incurred
to reduce the unamortized cost of the film to its estimated net realizable value
as of September 30, 1996. The film's estimated net realizable value was
calculated based on an estimate of anticipated revenues remaining over the life
of the film from international and domestic television distribution, net of
estimated distribution fees and costs, as of September 30, 1996.
These revenue projections were estimated based on the film's prior
distribution history, the remaining international and domestic territories
available to the film for future television distribution, and the General
Partner's previous distribution experience with other films. As of December 31,
1996, the Partnership's net investment in the film, after consideration of
amortization and the write-downs discussed above, was $82,973. The Partnership
plans to recover its remaining net investment in this film of $82,973 from the
net revenues generated from remaining international and domestic television
markets.
The General Partner, on behalf of the Partnership, continues to seek
additional licensing agreements for the distribution of the Partnership's filmed
entertainment. The Partnership will seek to recover its investment in filmed
entertainment by relicensing its assets through international sales, domestic
cable or syndication, home video and ancillary markets or by selling its
remaining interests in its programming. See further discussion of the
Partnership's distribution efforts concerning these films in Item 7,
Management's Discussion and Analysis of Financial Condition and Results of
Operations.
The Partnership has encountered and will continue to encounter intense
competition in connection with its attempts to distribute its programming.
There is competition within the television programming industry for exhibition
time on cable television networks, broadcast networks and independent television
stations. In most cases, potential customers of the Partnership's programming
also produce their own competitive programs. In recent years, the number of
television production companies and the volume of programming being distributed
have increased, thereby intensifying this competition. Acceptance of the
programming in certain distribution media may be limited and the programming
will compete with other types of television programming in all domestic and
international distribution media and markets. The success of programming is
also dependent in part
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on public taste, which is unpredictable and susceptible to change. In
international markets, the Partnership will encounter additional risks, such as
foreign currency rate fluctuations, compliance and regulatory requirements,
differences in tax laws, and economic and political environments. Profitability
of the Partnership will depend largely on the acceptance in various domestic and
international television markets of the Partnership's programming, on the level
of distribution of the programming in such markets and the license fees and
library values generated thereby, which are outside the control of the
Partnership.
Future distribution revenues from the Partnership's programming will
rely heavily on the existence and size of remaining distribution markets and
media, if any, that have not been exploited by the Partnership in its previous
distribution efforts in the domestic and international theatrical, home video,
television, and ancillary markets. There can be no assurance that the
distribution efforts made by the Partnership, the General Partner or
unaffiliated parties on behalf of the Partnership for its programming will be
sufficient to recover the Partnership's investment or produce profits for the
Partnership.
ITEM 2. PROPERTIES
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See Item 1.
ITEM 3. LEGAL PROCEEDINGS
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None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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None.
PART II.
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ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK
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AND RELATED SECURITY HOLDER MATTERS
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While the Partnership is publicly held, there is no public market for
the limited partnership interests and it is not expected that such a market will
develop in the future. As of February 15, 1997, the number of equity security
holders in the Partnership was 723.
ITEM 6. SELECTED FINANCIAL DATA
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<TABLE>
<CAPTION>
For the Years Ended December 31,
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1996 1995 1994 1993 1992
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<S> <C> <C> <C> <C> <C>
Gross Revenues $ 211,669 $ 699,023 $ 413,756 $4,839,139 $ 865,228
Costs of Filmed Entertainment 107,418 250,173 345,428 4,622,494 746,550
Distribution Fees and Expenses 58,229 113,877 63,583 543,763 273,040
Loss from Write-Down of
Film Production Cost 656,744 244,164 - - -
Operating, General and Administrative
Expenses 62,499 39,454 37,349 38,519 48,173
Operating Income (Loss) (673,221) 51,355 (32,604) (365,637) (202,535)
Net Income (Loss) (654,916) 80,758 (9,389) (360,874) (124,368)
Net Income (Loss) per Limited
Partnership Unit (50.88) 6.27 (.73) (28.04) (9.66)
Weighted Average Number of Limited
Partnership Units Outstanding 12,743 12,743 12,743 12,743 12,743
General Partner's Deficit (49,284) (36,299) (30,671) (24,141) (14,096)
Limited Partners' Capital 517,422 1,802,941 2,360,143 3,006,590 4,001,007
Total Assets 657,221 1,933,539 2,498,982 3,374,770 6,972,638
Debt - - - - -
General Partner Advances 15,600 - 1,100 225,418 292,055
</TABLE>
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
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FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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The following discussion of the Partnership'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 Partnership's actual results may differ
significantly from the results predicted in such forward-looking statements.
Results of Operations
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1996 Compared to 1995
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Revenues of the Partnership decreased $487,354, from $699,023 in 1995 to
$211,669 in 1996. This decrease was due primarily to a decrease in domestic and
international sales of "The Story Lady" and "Curacao" which were $77,950 and
$117,886, respectively, for 1996 as compared to $526,422 and $159,596,
respectively, in 1995. International sales of "The Little Kidnappers" increased
$2,828, from $13,005 in 1995 to $15,833 in 1996.
Filmed entertainment costs decreased $142,755, from $250,173 in 1995 to $107,418
in 1996. This decrease resulted primarily from the overall net decrease in
Partnership revenues as discussed above. In addition, the decrease was due to
the Partnership's net investment in "The Story Lady" becoming fully amortized in
November 1995, which resulted in no filmed entertainment costs relating to "The
Story Lady" being recognized during 1996. Filmed entertainment costs are
amortized over the life of the film in the ratio that current gross revenues
bear to anticipated gross revenues.
Distribution fees and expenses decreased $55,648, from $113,877 in 1995 to
$58,229 in 1996. This decrease was due primarily to the overall decrease in
domestic and international sales of "The Story Lady" and "Curacao" as discussed
above. These distribution fees and expenses relate to the compensation due and
costs incurred by distributors in selling the Partnership's programming in the
domestic and international markets. The timing and amount of distribution fees
and expenses vary depending upon the individual market in which programming is
distributed.
Loss from write-down of film production increased $412,580, from $244,164 in
1995 to $656,744 in 1996. This increase was the result of an additional write-
down of the Partnership's net investment in "Curacao" to the film's net
realizable value of $100,000 as of September 30, 1996, which exceeded the write-
down of the film recognized in 1995.
Operating, general and administrative expenses increased $23,045, from $39,454
in 1995 to $62,499 in 1996. This increase was due primarily to increases in
audit fees resulting from distribution audits performed on behalf of the
Partnership's films and increased direct costs allocable to the operations of
the Partnership that were charged to the Partnership by the General Partner in
1996 as compared to 1995, as well as an increase in the royalties paid to the
writer of "The Little Kidnappers" in 1996 in comparison to 1995. The increase
in direct costs allocable to the Partnership's operations resulted mainly from
the increased involvement of General Partner personnel required to properly
administer the second cycle distribution of the Partnership's programming.
Interest income decreased $9,651, from $29,403 in 1995 to $19,752 in 1996. This
decrease in interest income was the result of lower average levels of invested
cash balances existing during 1996 as compared to 1995.
The Partnership realized net loss of $654,916 in 1996 as compared to net income
of $80,758 in 1995. This change was primarily the result of an overall decrease
in film revenue and an increase in operating, general and administrative
expenses, as well as the significantly higher loss from write-down of film
production incurred in 1996 in comparison to 1995.
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1995 Compared to 1994
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Revenues of the Partnership increased $285,267, from $413,756 in 1994 to
$699,023 in 1995. This increase was primarily due to a $264,065 increase in
international distribution sales of "The Story Lady" in 1995 and the recognition
of a $178,659 license fee relating to a licensing agreement entered into in
October 1995 for "The Story Lady." These increases were partially offset by a
decrease of $33,735 in domestic sales of "The Story Lady" and a decrease of
$169,094 in domestic and international sales of "The Little Kidnappers" in 1995.
International and domestic sales of "Curacao" increased $45,372, from $114,224
in 1994 to $159,596 in 1995.
Filmed entertainment costs decreased $95,255, from $345,428 in 1994 to $250,173
in 1995. This decrease resulted primarily from the overall net decrease in
revenues between "The Little Kidnappers" and "Curacao" as discussed above. In
addition, this decrease was due to the Partnership's net investment in "The
Story Lady" becoming fully amortized during 1995 prior to the full recognition
of the $178,659 license fee discussed above. Filmed entertainment costs are
amortized over the life of the film in the ratio that current gross revenues
bear to anticipated total gross revenues.
Distribution fees and expenses increased $50,294, from $63,583 in 1994 to
$113,877 in 1995. This increase was the result of the overall increased sales
of the Partnership's programming in 1995 as discussed above. These distribution
fees and expenses relate to the compensation due and costs incurred by
distributors in selling the Partnership's programming in the domestic and
international markets. The timing and amount of distribution fees and expenses
vary depending upon the individual market and distribution media in which
programming is distributed.
Loss from write-down of film production cost increased $244,164 from $-0- in
1994 to $244,164 in 1995. This increase was the result of the write-down of the
Partnership's net investment in "Curacao" to the film's estimated net realizable
value of $832,500 as of September 30, 1995 based on the film's then estimated
future revenue sources.
Interest income increased $6,188, from $23,215 in 1994 as compared to $29,403 in
1995. This increase in interest income was primarily the result of higher
average levels of invested cash balances existing during 1995 as compared to
1994.
The Partnership realized net income of $80,758 in 1995 as compared to net loss
of $9,389 in 1994. This change was primarily the result of the increases in
film revenue and decreases in costs of filmed entertainment which were partially
offset by the $244,164 loss from write-down of film production cost recognized
during 1995 and an increase in distribution fees and expenses.
Financial Condition
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Liquidity and Capital Resources
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The Partnership's principal sources of liquidity are cash on hand and amounts
received from the domestic and international distribution of the Partnership's
programming. The Partnership had $266,452 in cash as of December 31, 1996. It
is not anticipated that the Partnership will invest in any additional
programming projects, but instead will focus on the distribution of its existing
programming projects. The Partnership had outstanding amounts receivable from
unaffiliated distributors totaling approximately $219,000 as of December 31,
1996. The foreign income receivable of approximately $142,000 will be paid to
the Partnership over the next three to twenty-four months as collected by
distributors. The domestic income receivable of approximately $77,000 will be
paid to the Partnership over the next seven months.
For the year ending December 31, 1996, the Partnership declared quarterly
distributions to partners totaling $643,588, of which $160,897 was paid in May
1996, $160,897 was paid in August 1996, and $160,897 was paid in November 1996,
with the remaining $160,897 paid in February 1997. These distributions were
made using cash on hand, interest income and cash provided by operating
activities. Given the near completion of the second cycle distribution of the
Partnership's programming, quarterly distributions will be suspended or
substantially reduced in 1997. The Partnership will retain a certain level of
working capital, including any necessary reserves, to fund its operating
activities. Any amounts in excess of the Partnership's working capital needs
received from continued second cycle distribution of the Partnership's
programming may be periodically distributed to partners.
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The General Partner, on behalf of the Partnership, will continue to manage and
arrange for the second cycle distribution of the Partnership's programming in
remaining unexploited territories and markets. In addition, the General
Partner, on behalf of the Partnership, engaged an independent public accounting
firm during 1996 for purposes of performing distribution audits of the major
distributors of the Partnership's programming. The purpose of these audits is
to identify and facilitate payment of any excess film proceeds improperly
retained by the distributors that belong to the Partnership. Based on the
preliminary results of these audits, it is anticipated that revenue proceeds
identified and collected by the Partnership in conjunction with these audits
will not be material. There can also be no assurance that the continued second
cycle distribution of the Partnership's programming will generate significant
revenue for the Partnership.
It is anticipated that proceeds from the sale of the Partnership's interests in
its programming will be distributed to partners in the future when the
Partnership's interests in the programming are sold. The General Partner cannot
predict at this time when or at what price the Partnership's interests in its
programming projects ultimately will be sold.
The General Partner believes that the Partnership has, and will continue to
have, sufficient liquidity to fund its operations and to meet its obligations so
long as quarterly distributions are suspended or substantially reduced. Cash
flow from operating activities will be generated primarily from the
Partnership's programming projects as follows:
"The Little Kidnappers"
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During 1990, the Partnership invested approximately $2,794,000 in a film
entitled "The Little Kidnappers." The Partnership advanced funds as production
advances to Maple Leaf to complete the film. In return for such production
advances, the Partnership received all distribution rights in perpetuity in all
markets except Canada. The General Partner, on behalf of the Partnership,
licensed the film to The Disney Channel and Maple Leaf licensed the film to the
Canadian Broadcasting Corporation. Aggregate license fees of approximately
$1,365,000 were received from these licensees. The original Disney Channel
license expired in September 1993. The General Partner subsequently relicensed
the film to The Disney Channel for an additional license period of five years
beginning January 1, 1994 for an additional fee of $300,000, which had been
received by the Partnership as of December 31, 1996. The Canadian Broadcasting
Corporation license expired in the second quarter of 1994 and was not renewed.
In April 1991, the General Partner, on behalf of the Partnership, entered into a
distribution agreement with an unaffiliated party granting rights to distribute
"The Little Kidnappers" in the non-theatrical domestic markets for a period not
to exceed seven years. Non-theatrical markets include 16mm sales and rentals,
in-flight, oil rigs, ships at sea, military installations, libraries,
restaurants, hotels, motels or other institutional or commercial enterprises.
As of December 31, 1996, gross sales made under this arrangement totaled
$94,190, of which $23,548 was retained by the distributor for its fees.
In July 1991, the General Partner, on behalf of the Partnership, entered into an
agreement with an unaffiliated party granting the rights to distribute "The
Little Kidnappers" in the domestic home video market for a period not to exceed
five years. Under this agreement, the Partnership received a minimum guarantee
of $500,000, of which $100,000 was received upon delivery of the film in October
1991. The Partnership discounted the remaining $400,000 at an imputed interest
rate of 8%, which created a discount of $79,157. The Partnership received
$50,000 in October 1992, $75,000 in October 1993, $75,000 in October 1994 and
the remaining $200,000 in October 1995. The Partnership does not expect to
receive any additional proceeds under this agreement.
In the third quarter of 1990, the General Partner, on behalf of the Partnership,
entered into a distribution agreement with an unaffiliated party, granting the
rights to distribute "The Little Kidnappers" in international television and
home video markets for a period of five years. This agreement expired in
October 1995. As of December 31, 1996, international gross sales made under
this distribution agreement totaled $1,139,570, of which $363,753 was retained
by the distributor for its fees and marketing costs and $771,229 was remitted to
the Partnership as of December 31, 1996. The remaining $4,588 will be paid to
the Partnership over the next three to twenty-four months as collected by the
distributor.
The international distribution rights for "The Little Kidnappers" are now being
handled by the General Partner on behalf of the Partnership. The General
Partner will generally earn a distribution fee equal to 25 percent of gross
international sales and will recover its actual distribution and marketing costs
incurred, with remaining net revenues to be paid to the Partnership. In
December 1996, the General Partner, acting on behalf of the Partnership, entered
into a distribution agreement with an unaffiliated party, granting the rights to
distribute "The Little Kidnappers" in various international television markets,
including France, the United Kingdom, Scandinavia, Africa and the Middle East,
for license periods of five to six years. Under this agreement, the Partnership
is entitled to a license fee of $35,000 to be received during 1997. The General
Partner will not earn a distribution fee relating to this agreement. As the
license periods under this
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agreement do not commence until 1997, no revenue from this agreement has been
recognized by the Partnership as of December 31, 1996. The Partnership
anticipates that it will recover its remaining net investment in this film of
$87,529 from net revenues to be generated in remaining worldwide television and
home video markets by direct distribution efforts to be made on behalf of the
Partnership by the General Partner and other non-affiliated distributors.
"The Story Lady"
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In 1991, the General Partner, on behalf of the Partnership, entered into an
agreement with NBC Productions, Inc. ("NBC") for the production of a full-length
made-for-television film entitled "The Story Lady." The total cost of the film
was approximately $4,300,000, and the Partnership invested its share of
approximately $1,183,000 in return for all distribution rights to this film
after the contractual airings on the NBC television network, which have been
completed.
In 1992, the General Partner, on behalf of the Partnership, entered into a
distribution agreement with an unaffiliated party, granting rights to distribute
"The Story Lady" in the non-theatrical domestic markets. As of December 31,
1996, gross sales made under this arrangement totaled $300,969, of which $75,241
was retained by the distributor for its fees. The remaining $225,728 has been
received by the Partnership. The General Partner, on behalf of the Partnership,
entered into an agreement with The Disney Channel, granting The Disney Channel
exclusive domestic television rights to the film for one year, from September
1994 until September 1995, for a license fee of $40,000. Of this license fee,
$26,667 was received in July 1994, with the remaining balance of $13,333
received in April 1995. In addition, the film was distributed in the domestic
home video market by the General Partner and a third party consultant beginning
in the second quarter of 1994. As of December 31, 1996, net sale proceeds under
this arrangement totaled $99,312, which were applied towards the General
Partner's recoupment of its distribution costs. As the General Partner has
fully recovered its remaining distribution costs, any additional sales, net of
fees, will flow to the Partnership. However, the Partnership does not expect to
receive any additional proceeds under this agreement.
On behalf of the Partnership, the General Partner has sub-licensed under the NBC
agreement international television and home video distribution rights to a
distribution affiliate of NBC for approximately eight years. As of December 31,
1996, international gross sales totaled $1,425,298, of which $376,728 was
retained by the distributor for its fees and marketing costs, with the remaining
$1,048,570 due to the Partnership. As of December 31, 1996, the Partnership had
received $911,556 of such amounts. The remaining $137,014 will be paid to the
Partnership over the next three to twenty-four months as collected by the
distributor.
In October 1995, the General Partner, on behalf of the Partnership, entered into
a license agreement with an unaffiliated party, granting right to distribute
"The Story Lady" in the domestic home video market through direct, non-retail
sales for a license fee of $200,000. Under the original terms of the three year
agreement, the Partnership was entitled to $50,000 upon execution of the
agreement, and $10,000 per month for fifteen consecutive months. Of this
license fee, $50,000 was received by the General Partner in November 1995, of
which $21,341 was retained by the General Partner to be applied towards
recoupment of its remaining distribution costs incurred on behalf of the
Partnership for "The Story Lady." The remaining $28,659 was remitted to the
Partnership. As of December 31, 1996, the Partnership had received monthly
license fee payments totaling $86,538. In accordance with new payment terms
renogotiated with the distributor, the remaining balance due under the licensing
agreement of $63,462 will be paid to the Partnership over the next seven months.
In December 1996, the General Partner, on behalf of the Partnership, entered
into an agreement with Lifetime Television ("Lifetime"), granting rights to
distribute "The Story Lady" in the domestic cable and satellite television
markets for a period of one and a half years commencing in July 1997. In
accordance with the terms of the agreement, the Partnership is entitled to a
$75,000 license fee, of which $25,000 was received in January 1997, with the
remaining $50,000 due in two equal payments in July 1997 and July 1998. As the
license period of this agreement does not begin until July 1997, no revenue from
the agreement has been recognized by the Partnership as of December 31, 1996.
During 1995, the Partnership recovered its remaining net investment in this
film.
"Curacao"
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In October 1992, the General Partner, on behalf of the Partnership, entered into
an agreement with Showtime Networks, Inc. ("Showtime") for the production of a
full-length made-for-television film entitled "Curacao." The total cost of the
film was approximately $4,410,000. In addition to the costs of production, the
Partnership paid the General Partner $500,000 as a production and overhead fee
for services rendered in connection with arranging the Showtime pre-sale and
supervising production of this picture.
8
<PAGE>
The Partnership has received license fees and a home video advance totaling
$2,650,000 from Showtime in return for granting Showtime a pay television
license through 1997 and the right to market domestic home video rights for
seven years. Home video revenues in excess of $875,000 will be shared 50/50
between the Partnership and Showtime until Showtime has received $1,875,000,
after which the Partnership will receive all of the home video revenues. It is
unlikely that the Partnership will receive any additional revenues beyond the
original Showtime advance from the domestic home video distribution of
"Curacao."
In May 1993, the General Partner, on behalf of the Partnership, entered into a
distribution agreement with an unaffiliated party, granting rights to distribute
"Curacao" in the non-theatrical domestic markets. As of December 31, 1996,
gross sales made under this arrangement totaled $117,358, of which $29,340 was
retained by the distributor for its fees and $88,018 was received by the
Partnership.
The Partnership has contracted with an unaffiliated international sales agent to
market theatrical, home video, and television rights outside the United States
and Canada for a period of five years. The General Partner approved an
agreement negotiated by the international sales agent with an unaffiliated party
to market international theatrical and home video rights for a period of ten
years. The terms of such agreement provide for an advance payment of $950,000
against international theatrical and home video revenues. The payment has been
received by the Partnership net of distribution fees and expenses retained by
the distributor. No international theatrical or home video overages are
expected to be received for the remaining term of the agreement. International
television sales continue and are remitted to the Partnership, net of
distribution fees and expenses, as collected by the distributor. As of December
31, 1996, the Partnership had recorded international gross revenues of
$1,235,650, of which $355,733 was retained by the distributor for is fees and
marketing costs. Of the remaining $879,917, the Partnership has received
$866,357 as of December 31, 1996, with the remaining $13,560 received in January
1997.
During the third quarter of 1995, the General Partner reassessed the anticipated
total gross revenue remaining from the distribution of "Curacao" in available
international and domestic television markets. Based on revised television
sales projections by unexploited territory, a reduction was made to the
Partnership's estimate of total gross revenue to be recognized from the future
distribution of the film. Accordingly, based on the reduced revenue projections
for the film (primarily in international television revenues), a determination
was made by the General Partner that a the Partnership's net investment in
"Curacao" of $1,076,664 exceeded the film's estimated net realizable value of
$832,500 as of September 30, 1995. As a result, a loss from write-down of film
production cost of $244,164 was incurred to write-down the unamortized cost of
the film to its estimated net realizable value as of September 30, 1995.
Likewise, in the third quarter of 1996, the General Partner again reassessed the
anticipated gross revenue remaining from the distribution of "Curacao" based on
revised estimated television sales projections and actual results of the film's
distribution in comparison to the film's prior projections. A determination was
made by the General Partner that the Partnership's net investment in "Curacao"
of $756,744 exceeded the film's estimated net realizable value of $100,000 as of
September 30, 1996, resulting in a write-down of $656,744. The film's estimated
net realizable value was calculated based on an estimate of anticipated revenues
remaining over the life of the film from international and domestic television
distribution, net of estimated distribution fees and costs, as of September 30,
1996.
These revenue projections were estimated by the General Partner and the film's
distributor based on the film's prior distribution history, the remaining
international and domestic territories available to the film for future
television distribution, and the General Partner's and the distributor's
previous distribution experience with other films. As of December 31, 1996, the
Partnership's net investment in the film, after consideration of amortization
and the write-downs discussed above, was $82,973. The Partnership plans to
recover its remaining net investment in this film of $82,973 from the net
revenues generated from remaining international and domestic television markets.
9
<PAGE>
ITEM 8. FINANCIAL STATEMENTS
-----------------------------
JONES PROGRAMMING PARTNERS 1-A, LTD.
------------------------------------
FINANCIAL STATEMENTS
--------------------
AS OF DECEMBER 31, 1996 AND 1995
--------------------------------
INDEX
-----
Page
----------------
Report of Independent Public Accountants 11
Statements of Financial Position 12
Statements of Operations 13
Statements of Partners' Capital (Deficit) 14
Statements of Cash Flows 15
Notes to Financial Statements 16
10
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Jones Programming Partners 1-A, Ltd.:
We have audited the accompanying statements of financial position of Jones
Programming Partners 1-A, Ltd. (a Colorado limited Partnership) as of December
31, 1996 and 1995, and the related statements of operations, partners' capital
(deficit) and cash flows for each of the three years in the period ended
December 31, 1996. These financial statements are the responsibility of the
General Partner'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 Programming Partners 1-A,
Ltd. as of December 31, 1996 and 1995, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1996 in
conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Denver, Colorado,
March 20, 1997.
11
<PAGE>
JONES PROGRAMMING PARTNERS 1-A, LTD.
------------------------------------
(A Limited Partnership)
STATEMENTS OF FINANCIAL POSITION
--------------------------------
<TABLE>
<CAPTION>
December 31,
----------------------
1996 1995
---------- ----------
<S> <C> <C>
ASSETS
------
CASH AND CASH EQUIVALENTS (Note 2) $ 266,452 $ 502,435
RECEIVABLES:
Foreign income receivable (Note 5) 141,602 317,319
Domestic income receivable 77,573 140,000
Accounts receivable from affiliates - 36,848
INVESTMENT IN AND ADVANCES FOR FILM PRODUCTION,
net of accumulated amortization of $8,716,704 and $7,952,542
as of December 31, 1996 and 1995, respectively (Notes 2, 4 and 5) 170,502 934,664
OTHER ASSETS 1,092 2,273
---------- ----------
Total assets $ 657,221 $1,933,539
========== ==========
</TABLE>
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
<TABLE>
<CAPTION>
LIABILITIES:
<S> <C> <C>
Accounts payable to affiliates $ 15,600 $ -
Accrued distributions payable to partners 160,897 160,897
Accrued liabilities 12,586 6,000
----------- ---------
Total liabilities 189,083 166,897
----------- ---------
PARTNERS' CAPITAL (DEFICIT) (Note 3):
General partner -
Contributed capital 1,000 1,000
Distributions (40,831) (34,395)
Accumulated deficit (9,453) (2,904)
----------- ---------
Total general partner's deficit (49,284) (36,299)
----------- ---------
Limited partners -
Contributed capital
(12,743 units outstanding at December 31, 1996 and 1995) 5,459,327 5,459,327
Distributions (4,042,214) (3,405,062)
Accumulated deficit (899,691) (251,324)
----------- ---------
Total limited partners' capital 517,422 1,802,941
----------- ---------
Total partners' capital 468,138 1,766,642
----------- ---------
Total liabilities and partners' capital $ 657,221 $1,933,539
=========== =========
</TABLE>
The accompanying notes to the financial statements
are an integral part of these financial statements.
12
<PAGE>
JONES PROGRAMMING PARTNERS 1-A, LTD.
------------------------------------
(A Limited Partnership)
STATEMENTS OF OPERATIONS
------------------------
<TABLE>
<CAPTION>
For the Years Ended December 31,
--------------------------------
1996 1995 1994
---------- -------- ---------
<S> <C> <C> <C>
GROSS REVENUES (Notes 2 and 5) $ 211,669 $699,023 $413,756
COSTS AND EXPENSES:
Costs of filmed entertainment (Notes 2 and 5) 107,418 250,173 345,428
Distribution fees and expenses (Note 2) 58,229 113,877 63,583
Loss from write-down of film production cost
(Notes 2 and 5) 656,744 244,164 -
Operating, general and administrative
expenses (Note 4) 62,499 39,454 37,349
--------- -------- --------
Total costs and expenses 884,890 647,668 446,360
--------- -------- --------
OPERATING INCOME (LOSS) (673,221) 51,355 (32,604)
--------- -------- --------
OTHER INCOME (EXPENSE):
Interest income 19,752 29,403 23,215
Other expense (1,447) - -
--------- -------- --------
Total other income, net 18,305 29,403 23,215
--------- -------- --------
NET INCOME (LOSS) $(654,916) $ 80,758 $ (9,389)
========= ======== ========
ALLOCATION OF NET INCOME (LOSS):
General Partner $ (6,549) $ 808 $ (94)
========= ======== ========
Limited Partners $(648,367) $ 79,950 $ (9,295)
========= ======== ========
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT $ (50.88) $ 6.27 $ (.73)
========= ======== ========
WEIGHTED AVERAGE NUMBER OF
LIMITED PARTNERSHIP UNITS
OUTSTANDING 12,743 12,743 12,743
========= ======== ========
</TABLE>
The accompanying notes to the financial statements
are an integral part of these financial statements.
13
<PAGE>
JONES PROGRAMMING PARTNERS 1-A, LTD.
------------------------------------
(A Limited Partnership)
STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
-----------------------------------------
<TABLE>
<CAPTION>
For the Years Ended December 31,
-------------------------------------
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
GENERAL PARTNER:
Balance, beginning of year $ (36,299) $ (30,671) $ (24,141)
Distributions (6,436) (6,436) (6,436)
Net income (loss) for year (6,549) 808 (94)
---------- ---------- ----------
Balance, end of year $ (49,284) $ (36,299) $ (30,671)
========== ========== ==========
LIMITED PARTNERS:
Balance, beginning of year $1,802,941 $2,360,143 $3,006,590
Distributions (637,152) (637,152) (637,152)
Net income (loss) for year (648,367) 79,950 (9,295)
---------- ---------- ----------
Balance, end of year $ 517,422 $1,802,941 $2,360,143
========== ========== ==========
TOTAL PARTNERS' CAPITAL $ 468,138 $1,766,642 $2,329,472
========== ========== ==========
</TABLE>
The accompanying notes to the financial statements
are an integral part of these financial statements.
14
<PAGE>
JONES PROGRAMMING PARTNERS 1-A, LTD.
------------------------------------
(A Limited Partnership)
STATEMENTS OF CASH FLOWS
------------------------
<TABLE>
<CAPTION>
For the Years Ended December 31,
---------------------------------
1996 1995 1994
----------- ---------- ---------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(654,916) $ 80,758 $ (9,389)
Adjustments to reconcile net income (loss)
to net cash provided by (used in) operating activities:
Amortization of filmed entertainment costs 107,418 250,173 345,428
Loss from write-down of film production cost 656,744 244,164 -
Amortization of discount - (7,858) (20,344)
Decrease (increase) in foreign income
receivable 175,717 (132,312) 304,403
Decrease in domestic income receivable 62,427 60,000 75,000
Decrease in other assets 1,181 584 14,297
Net change in amounts due to/from affiliates 52,448 (37,948) (224,318)
Increase (decrease) in trade accounts payable and
accrued liabilities 6,586 (1,513) 1,507
--------- --------- ---------
Net cash provided by operating activities 407,605 456,048 486,584
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net (increase) decrease in production advances - 21,887 (8,974)
--------- --------- ---------
Net cash provided by (used in) investing activities - 21,887 (8,974)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to partners (643,588) (643,588) (643,588)
--------- --------- ---------
Net cash used in financing activities (643,588) (643,588) (643,588)
--------- --------- ---------
DECREASE IN CASH AND CASH EQUIVALENTS (235,983) (165,653) (165,978)
CASH AND CASH EQUIVALENTS, beginning of year 502,435 668,088 834,066
--------- --------- ---------
CASH AND CASH EQUIVALENTS, end of year $ 266,452 $ 502,435 $ 668,088
========= ========= =========
</TABLE>
The accompanying notes to the financial statements
are an integral part of these financial statements.
15
<PAGE>
JONES PROGRAMMING PARTNERS 1-A, LTD.
------------------------------------
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
(1) ORGANIZATION AND BUSINESS
-------------------------
Organized in April 1989, Jones Programming Partners 1-A, Ltd. (the
"Partnership") is a limited Partnership formed pursuant to the laws of the
State of Colorado to engage in the development, production, acquisition,
licensing and distribution of original entertainment programming. Jones
Entertainment Group, Ltd. is the "General Partner" of the Partnership.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
Cash and Cash Equivalents
-------------------------
The Partnership considers all highly-liquid investments with a maturity
when purchased of three months or less to be cash equivalents.
Film Revenue Recognition
------------------------
The Partnership recognizes revenues in accordance with the provisions of
Statement of Financial Accounting Standards No. 53 ("SFAS No. 53").
Revenues from domestic and international licensing of programming, which
may include the receipt of non-refundable guaranteed amounts, are
recognized when such amounts are known, the film is available for
exhibition or telecast, and when certain other SFAS No. 53 criteria are
met. Advances received for licensing or other purposes prior to exhibition
or telecast are deferred and recognized as revenue when the above criteria
are met.
Investment in and Advances for Film Production
----------------------------------------------
Investment in and advances for film production consists of advances to
production entities for story rights, production costs, and film completion
costs, and is stated at the lower of cost or estimated net realizable
value. In addition, film production and overhead fees payable to the
General Partner have been capitalized and included in investment in film
production. Film production costs are amortized based upon the individual-
film-forecast method. As the Partnership nears completion of the second
cycle of distribution for its programming, it will seek to recover its
remaining investment in its programming by continuing to relicense its
programming to distributors in remaining unexploited markets and media, if
any, or by selling its remaining interests in its film projects. Estimated
losses, if any, will be provided for in full when determined by the General
Partner. Repayment of production advances will be applied to reduce
advances outstanding.
Distribution Costs
------------------
Distribution fees and expenses incurred in connection with domestic and
international film distribution are recorded at the time that the related
licensing fees are recognized as revenue by the Partnership. Similarly, the
Partnership expenses film advertising costs related to distribution when
the advertising takes place.
Use of Estimates
----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management 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.
(3) PARTNERS' CAPITAL
-----------------
The capitalization of the Partnership is set forth in the accompanying
Statements of Partners' Capital (Deficit). Currently, no existing limited
partner is obligated to make any additional contributions to the
Partnership. The General Partner purchased its interest in the Partnership
by contributing $1,000 to Partnership capital.
Profits, losses and distributions of the Partnership are allocated 99
percent to the limited partners and 1 percent to the General Partner until
the limited partners have received distributions equal to 100 percent of
their capital contributions plus an annual return thereon of 12 percent,
cumulative and non-
16
<PAGE>
compounded. Thereafter, profits/losses and distributions will generally be
allocated 80 percent to the limited partners and 20 percent to the General
Partner. Interest income earned prior to the start of the Partnership's
first production was allocated 100 percent to the limited partners.
(4) TRANSACTIONS WITH AFFILIATES
----------------------------
The General Partner is entitled to reimbursement from the Partnership for
its direct and indirect expenses allocable to the operations of the
Partnership, which shall include, but not be limited to, rent, supplies,
telephone, travel, legal expenses, accounting expenses, preparation and
distribution of reports to investors and salaries of any full or part-time
employees. Because the indirect expenses incurred by the General Partner
on behalf of the Partnership are immaterial, the General Partner generally
does not charge indirect expenses to the Partnership. The General Partner
charged $25,042, $11,204, and $6,035 for direct expenses to the Partnership
for the years ended December 31, 1996, 1995, and 1994, respectively.
(5) INVESTMENT IN AND ADVANCES FOR FILM PRODUCTION
----------------------------------------------
"The Little Kidnappers"
---------------------
In January 1990, the General Partner, on behalf of the Partnership, entered
into an agreement with Jones Maple Leaf Productions ("Maple Leaf") to
produce a full-length feature film for television entitled "The Little
Kidnappers." The total film cost was approximately $3,200,000. Of this
amount, the Partnership has invested approximately $2,794,000, which
includes a production and overhead fee of $300,000 paid to the General
Partner. As of December 31, 1996, the Partnership's net investment in the
film, after consideration of amortization, is $87,529. From inception to
December 31, 1996, the Partnership has recognized approximately $2,906,000
of revenue from this film, which includes the initial license fees of
approximately $1,365,000 from The Disney Channel and the Canadian
Broadcasting Corporation, which were used to finance the film's production.
As of December 31, 1996, $5,139 in net receivables was outstanding from the
film's distributors and licensees. The Partnership expects to be paid
these amounts over the next three to twenty-four months as collected by
distributors.
"The Story Lady"
--------------
In April 1991, the General Partner, on behalf of the Partnership, entered
into an agreement with NBC Productions, Inc. ("NBC") for the production of
a full-length made-for-television film entitled "The Story Lady." The
total cost of the film was approximately $4,300,000. Of this amount, the
Partnership invested its share of $1,183,000 in return for worldwide
distribution rights to this film, excluding United States and Canadian
broadcast television rights. Included in the total amount invested is a
production and overhead fee of $120,000 paid to the General Partner. In
December 1995, the Partnership fully recovered its remaining net investment
in the film. From inception to December 31, 1996, the Partnership has
recognized approximately $2,003,000 of revenue from this film. As of
December 31, 1996, the Partnership had outstanding receivables from the
film's domestic and international distributors and licensees totaling
$200,476. The Partnership anticipates payment of these amounts over the
next three to twenty-four months as collected by distributors.
"Curacao"
-------
In October 1992, the General Partner, on behalf of the Partnership, entered
into an agreement with Showtime Networks, Inc. ("Showtime") for the
production of a full-length made-for-television film entitled "Curacao."
The total production cost of the film was approximately $4,410,000. In
addition to the costs of production, the Partnership paid the General
Partner $500,000 as a production and overhead fee for services rendered in
connection with arranging the Showtime pre-sale and supervising production
of this picture. From inception to December 31, 1996, the Partnership has
recognized approximately $4,012,000 of revenue from this film, which
includes the initial license fee and home video advance from Showtime of
$2,650,000 which was used to finance the film's production. As of December
31, 1996, the Partnership had outstanding receivables from the film's
domestic distributors totaling $13,560, which was received by the
Partnership in January 1997.
17
<PAGE>
During the third quarter of 1995, the General Partner reassessed the
anticipated total gross revenue remaining from the distribution of
"Curacao" in available international and domestic television markets.
Based on revised television sales projections by unexploited territory, a
reduction was made to the Partnership's estimate of total gross revenue to
be recognized from the future distribution of the film. Accordingly, based
on the reduced revenue projections for the film (primarily in international
television revenues), a determination was made by the General Partner that
the Partnership's net investment in "Curacao" of $1,076,664 exceeded the
film's estimated net realizable value of $832,500 as of September 30, 1995.
As a result, a loss from write-down of film production cost of $244,164 was
incurred to write-down the unamortized cost of the film to its estimated
net realizable value as of September 30, 1995.
Likewise, in the third quarter of 1996, the General Partner again
reassessed the anticipated gross revenue remaining from the distribution of
"Curacao" based on revised estimated television sales projections and
actual results of the film's distribution in comparison to the film's prior
projections. A determination was made by the General Partner that the
Partnership's net investment in "Curacao" of $756,744 exceeded the film's
estimated net realizable value of $100,000 as of September 30, 1996,
resulting in a write-down of $656,744. The film's estimated net realizable
value was calculated based on an estimate of anticipated revenues remaining
over the life of the film from international and domestic television
distribution, net of estimated distribution fees and costs, as of September
30, 1996.
These revenue projections were estimated by the General Partner and the
film's distributor based on the film's prior distribution history, the
remaining international and domestic territories available to the film for
future television distribution and the General Partner's and the
distributor's previous distribution experience with other films. As of
December 31, 1996, the Partnership's net investment in the film, after
consideration of amortization and the write-downs discussed above, was
$82,973.
(6) INCOME TAXES
------------
Income tax provision (benefit) resulting from the Partnership's operations
are not reflected in the accompanying financial statements as such amounts
accrue directly to the partners. The Federal and state income tax returns
of the Partnership are prepared and filed by the General Partner.
The Partnership's tax returns, the qualification of the Partnership as a
limited partnership for tax purposes, and the amount of distributable
Partnership income or loss are subject to examination by Federal and state
taxing authorities. If such examinations result in changes with respect to
the Partnership's tax status or to the Partnership's recorded income or
loss, the tax liability of the general and limited partners would be
adjusted accordingly.
The Partnership's only significant book-tax differences between the
financial reporting and tax bases of the Partnership's assets and
liabilities are associated with the difference between the amount of film
production cost amortization and loss from write-down of film production
cost recognized under generally accepted accounting principles and the
amount of expense allowed for tax purposes. Film production cost
recognized under generally accepted accounting principles exceeded the
amount of expense recognized for tax purposes by approximately $533,000 and
$350,000 for the years ended December 31, 1996 and 1995, respectively.
18
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
------------------------------------------------------
ON ACCOUNTING AND FINANCIAL DISCLOSURE
--------------------------------------
None.
PART III.
--------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------------------------------
The Partnership itself has no officers or directors. Certain
information concerning directors and executive officers of the General Partner
of the Registrant is set forth below. Each of the directors serves until the
next annual meeting of the shareholders of the General Partner and until their
successors shall be elected and qualified.
<TABLE>
<CAPTION>
Name Age Positions with the General Partner
- ---- --- ----------------------------------
<S> <C> <C>
Glenn R. Jones 67 Chairman of the Board and Chief Executive
Officer
Richard K. Rosenberg 52 Executive Vice President and Director
Steven W. Gampp 45 Vice President/Finance and Treasurer
Keith D. Thompson 30 Chief Accounting Officer
Elizabeth M. Steele 45 Secretary
Derek H. Burney 57 Director
Wilfred N. Cooper, Sr. 66 Director
J. Rodney Dyer 61 Director
David K. Zonker 43 Director
</TABLE>
Mr. Glenn R. Jones has served as Chairman of the Board of Directors
and Chief Executive Officer of the General Partner since its inception and he
has served as President of the General Partner since April 1994. Mr. Jones is
also the Chairman of the Board of Directors and Chief Executive Officer of the
General Partner's principal shareholder, Jones 21st Century, Inc., a subsidiary
of Jones International, Ltd. Mr. Jones has served as Chairman of the Board of
Directors and Chief Executive Officer of Jones Intercable, Inc., one of the
nation's largest cable television companies, since its formation in 1970, and he
was President of that company from June 1984 until April 1988. Mr. Jones is the
sole shareholder, President and Chairman of the Board of Directors of Jones
International, Ltd. He is also Chairman of the Board of Directors of other
affiliates of the General Partner. He is a member of the Board of Directors and
the Executive Committee of the National Cable Television Association.
Additionally, Mr. Jones is a member of the Board of Governors for the American
Society for Training and Development, and a member of the Board of Education
Council of the National Alliance of Business. Mr. Jones is also a founding
member of the James Madison Council of the Library of Congress. Mr. Jones has
been the recipient of several awards including the Grand Tam Award in 1989, the
highest award from the Cable Television Administration and Marketing Society;
the President's Award from the Cable Television Public Affairs Association in
recognition of Jones International's educational efforts through Mind Extension
University (now Knowledge TV); the Donald G. McGannon Award for the advancement
of minorities and women in cable from the United Church of Christ Office of
Communications; the STAR Award from American Women in Radio and Television, Inc.
for exhibition of a commitment to the issues and concerns of women in television
and radio; the Cableforce 2000 Accolade awarded by Women in Cable in recognition
of the General Partner's innovative employee programs; the Most Outstanding
Corporate Individual Achievement Award from the International Distance Learning
Conference for his contributions to distance education; the Golden Plate Award
from the American Academy of Achievement for his advances in distance education;
the Man of the Year named by the Denver chapter of the Achievement Rewards for
College Scientists; and in 1994 Mr. Jones was inducted into Broadcasting and
Cable's Hall of Fame.
Mr. Richard K. Rosenberg was appointed a director of the General
Partner in March 1996 and was elected Executive Vice President of the General
Partner in February 1996. Mr. Rosenberg joined Jones Digital Century, Inc., an
affiliate of the General Partner, in October 1995 as Vice President of Business
Affairs. Mr. Rosenberg has been involved in business affairs for the
entertainment industry for 23 years. Prior to joining Jones Digital Century,
Inc., Mr. Rosenberg was executive vice president and chief operating officer of
Spencer
19
<PAGE>
Entertainment, a diversified multimedia entertainment company. He also
served as vice president of legal and business affairs at Cinetel Films. Mr.
Rosenberg has operated his own entertainment and software businesses, including
RKR Pictures, inc., an independent production and distribution company, where he
financed, produced and distributed six motion pictures, including Alice Sweet
Alice, starring Brooke Shields and The Wild Duck with Liv Ullman and Jeremy
Irons. Mr. Rosenberg is the author of Entertainment Industry Contracts -
Negotiating and Drafting Guide. He is a member of the editorial board for the
Entertainment Law and Finance Journal, the California, New York, New Jersey and
Florida Bar Associations, ASCAP and BMI, and currently serves as an arbitrator
for both the American Film Marketing Association and the American Arbitration
Association's Entertainment Industry Panel.
Mr. Steven W. Gampp was elected Vice President/Finance and Treasurer
of the General Partner in January 1997. Mr. Gampp serves as the Chief Financial
Officer of Jones International, Ltd., an affiliate of the General Partner. Mr.
Gampp was employed by Nu-West Industries, Inc., a publicly-held phosphate
fertilizer manufacturer for seven years, most recently as the Vice President,
Secretary and Treasurer. Mr. Gampp is a Certified Public Accountant and is a
member of both the American and the Colorado societies of Certified Public
Accountants.
Mr. Keith D. Thompson was elected the Chief Accounting Officer of the
General Partner in March 1997. Mr. Thompson is also the Chief Accounting
Officer of other affiliates of the General Partner. Mr. Thompson has also been
associated with Jones International, Ltd., an affiliate of the General Partner,
since October 1994, serving as Senior Accountant from October 1994 to April
1995, as Accounting Manager from April 1995 to January 1996 and as Director of
Accounting from January 1996 to present. From July 1989 to October 1994, Mr.
Thompson was an auditor for Deloitte & Touche LLP.
Ms. Elizabeth M. Steele is Secretary of the General Partner. She is
Vice President/General Counsel and Secretary of Jones Intercable, Inc., and is
also the Secretary of other affiliates of the General Partner. From August 1980
until joining Jones Intercable, Inc., Ms. Steele was an associate and then a
partner at the Denver law firm of Davis, Graham & Stubbs, which serves as
counsel to the General Partner.
Mr. Derek H. Burney was appointed a director of the General Partner in
December 1994. Mr. Burney is also a director and Vice Chairman of the Board of
Directors of Jones Intercable, Inc., an affiliate of the General Partner. Mr.
Burney joined BCE Inc., Canada's largest telecommunications company, in January
1993 as Executive Vice President, International. He has been the Chairman of
Bell Canada International Inc., a subsidiary of BCE, since January 1993 and, in
addition, has been Chief Executive Officer of BCI since July 1993. Prior to
joining BCE, Mr. Burney served as Canada's ambassador to the United States from
1989 to 1992. Mr. Burney also served as chief of staff to the Prime Minister of
Canada from March 1987 to January 1989 where he was directly involved with the
negotiation of the U.S. - Canada Free Trade Agreement. In July 1993, he was
named an Officer of the Order of Canada. He also is a director of Bell
Cablemedia plc, Mercury Communications Limited, Videotron Holdings plc, Tele-
Direct (Publications) Inc., Teleglobe Inc., Bimcor Inc., Rio Algom Limited, The
Montreal General Hospital Corporation, The Japan Society, Moore Corporation
Limited, Northbridge Programming Inc. and certain subsidiaries of Bell Canada
International.
Mr. Wilfred N. Cooper, Sr. became a director of the General Partner in
December 1994. Mr. Cooper has been the principal shareholder and a Director of
WNC & Associates, Inc. since its organization in 1971, of Shelter Resource
Corporation since its organization in 1981 and of WNC Resources, Inc. from its
organization in 1988 through its acquisition by WNC & Associates, Inc. in 1991,
serving as President of those companies through June 1992 and as Chief Executive
Officer since June 1992.
Mr. J. Rodney Dyer became a director of the General Partner in
December 1994. Mr. Dyer has been the President and sole shareholder of Rod Dyer
Group, Inc. since its formation in 1967. Rod Dyer Group, Inc. specializes in
advertising, marketing and promotion. Rod Dyer Group, Inc. filed for protection
under Chapter 11 of the Federal Bankruptcy Act in December 1991 and was released
in March 1994.
Mr. David K. Zonker became a director of the General Partner in
December 1994. Mr. Zonker has been the President of Jones International
Securities, Ltd. since January 1984 and he has been its Chief Executive Officer
since January 1988. Mr. Zonker is a member of the Board of Directors of various
affiliates of the General Partner. Mr. Zonker is licensed by the National
Association of Securities Dealers, Inc. and he is the
20
<PAGE>
immediate past chairman of the Investment Program Association, a trade
organization based in Washington, D.C. that promotes direct investments.
Mr. Steven W. Gampp is the Vice President/Finance and Treasurer of the
General Partner. A report by Mr. Gampp with respect to the ownership of limited
partnership interests in the Partnership required by Section 16(a) of the
Securities Exchange Act of 1934, as amended, was not filed within the required
time. Mr. Gampp does not own any limited partnership interests in the
Partnership.
ITEM 11. EXECUTIVE COMPENSATION
--------------------------------
The Partnership has no employees; however, various personnel are
required to operate its business. Such personnel are employed by the General
Partner and, pursuant to the terms of the Partnership's limited partnership
agreement, the cost of such employment can be charged by the General Partner to
the Partnership as a reimbursement item. See Item 13.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
--------------------------------------------------
OWNERS AND MANAGEMENT
---------------------
As of March 4, 1997, no person or entity owns more than 5 percent of
the limited partnership interests in the Partnership, except for Herbert Borbe.
Mr. Borbe owns 800 of the 12,743 partnership interests outstanding as of
December 31, 1996. Mr. Borbe's address is 11412 115th Lane N.E., Kirkland,
Washington 98033. Mr. Borbe is not a director, officer or employee of the
General Partner or any of its affiliates, and, except for his approximately 6
percent interest in the Partnership, he is not otherwise affiliated with the
General Partner and its affiliates.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------
The General Partner and its affiliates engage in certain transactions
with the Partnership as contemplated by the limited partnership agreement of the
Partnership. The General Partner believes that the terms of such transactions
are generally as favorable as could be obtained by the Partnership from
unaffiliated parties. This determination has been made by the General Partner
in good faith, but none of the terms were or will be negotiated at arm's-length
and there can be no assurance that the terms of such transactions have been or
will be as favorable as those that could have been obtained by the Partnership
from unaffiliated parties.
The General Partner receives a production and overhead fee for
administering the affairs of the Partnership equal to 12 percent of the lower of
the direct costs or the budgeted direct costs of each programming project. This
fee is calculated and payable at the time principal photography commences on
each particular project and, in the case of a series, is payable on a per
episode basis. No such fee was paid in 1996.
The General Partner is entitled to reimbursement from the Partnership
for certain general and administrative expenses in accordance with the terms of
the limited partnership agreement of the Partnership. These expenses consist
primarily of salaries and benefits paid to corporate personnel, rent, data
processing services and other facilities costs. Such personnel provide
administrative, accounting and legal services to the Partnership. Allocations
of personnel costs are based primarily on actual time spent by employees of the
General Partner and certain of its affiliates with respect to the Partnership.
In 1996, the General Partner charged $25,042 of direct expenses to the
Partnership.
The General Partner may also advance funds to the Partnership.
Outstanding advances from the General Partner to the Partnership totaled $15,600
in 1996. As the Partnership reimburses advances received from the General
Partner on a timely basis, no interest on such advances was charged to the
Partnership during 1996.
21
<PAGE>
PART IV.
-------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
-------------------------------------------------------------------------
<TABLE>
<CAPTION>
(a) The following documents are filed as part of this report:
--------------------------------------------------------
<S> <C>
1. Financial statements
2. Schedules - None.
3. The following exhibits are filed herewith:
4.1 Limited Partnership Agreement. (1)
(1) Incorporated by reference from the Partnership's Annual
Report on Form 10-K for year ended December 31, 1989.
(b) Reports on Form 8-K:
-------------------
None.
</TABLE>
22
<PAGE>
SIGNATURES
Pursuant to the requirements of 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.
JONES PROGRAMMING PARTNERS 1-A, LTD.,
a Colorado limited partnership
By Jones Entertainment Group, Ltd.,
its General Partner
By: /s/ Glenn R. Jones
________________________________________
Glenn R. Jones
Chairman of the Board and
Dated: March 28, 1997 Chief Executive Officer
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.
By: /s/ Glenn R. Jones
________________________________________
Glenn R. Jones
Chairman of the Board
and Chief Executive Officer
Dated: March 28, 1997 (Principal Executive Officer)
By: /s/ Steven W. Gampp
________________________________________
Steven W. Gampp
Vice President/Finance and Treasurer
Dated: March 28, 1997 (Principal Financial Officer)
By: /s/ Keith D. Thompson
________________________________________
Keith D. Thompson
Dated: March 28, 1997 Chief Accounting Officer
(Principal Accounting Officer)
By: /s/ Richard K. Rosenberg
________________________________________
Richard K. Rosenberg
Dated: March 28, 1997 Executive Vice President and
Director
By: /s/ Derek H. Burney
________________________________________
Derek H. Burney
Dated: March 28, 1997 Director
By: /s/ Wilfred N. Cooper, Sr.
________________________________________
Wilfred N. Cooper, Sr.
Dated: March 28, 1997 Director
By: /s/ J. Rodney Dyer
________________________________________
J. Rodney Dyer
Dated: March 28, 1997 Director
23
<PAGE>
By: /s/ David K. Zonker
________________________________________
David K. Zonker
Dated: March 28, 1997 Director
24
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1995
<PERIOD-START> JAN-01-1996 JAN-01-1995
<PERIOD-END> DEC-31-1996 DEC-31-1995
<CASH> 266,452 502,435
<SECURITIES> 0 0
<RECEIVABLES> 219,175 494,167
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 0
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 657,221 1,933,539
<CURRENT-LIABILITIES> 189,083 166,897
<BONDS> 0 0
0 0
0 0
<COMMON> 0 0
<OTHER-SE> 468,138 1,766,642
<TOTAL-LIABILITY-AND-EQUITY> 657,221 1,933,539
<SALES> 0 0
<TOTAL-REVENUES> 211,669 699,023
<CGS> 0 0
<TOTAL-COSTS> 884,890 647,668
<OTHER-EXPENSES> 1,447 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> (19,752) (29,403)
<INCOME-PRETAX> (654,916) 80,758
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (654,916) 80,758
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (654,916) 80,758
<EPS-PRIMARY> (50.88) 6.27
<EPS-DILUTED> (50.88) 6.27
</TABLE>
