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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended JUNE 30, 2001.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission File Number: 0-20944
JONES PROGRAMMING PARTNERS 2-A, LTD.
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(Exact name of registrant as specified in charter)
Colorado 84-1088819
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(State of organization) (I.R.S. Employer Identification No.)
9697 E. Mineral Avenue, Englewood, Colorado 80112 (303) 792-3111
- -------------------------------------------------- --------------
(Address of principal executive office) (Registrant's telephone no,
including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Interests
Indicate by check mark whether the registrant (l) has filed all reports required
to be filed by Section l3 or l5(d) of the Securities Exchange Act of l934 during
the preceding l2 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes /X/ No / /
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JONES PROGRAMMING PARTNERS 2-A, LTD.
(A Limited Partnership)
INDEX
<Table>
<Caption>
Page
Number
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Unaudited Statements of Financial Position as of
December 31, 2000 and June 30, 2001 3
Unaudited Statements of Operations for the
Three and Six Months Ended June 30, 2000 and 2001 4
Unaudited Statements of Cash Flows for the
Six Months Ended June 30, 2000 and 2001 5
Notes to Unaudited Financial Statements as of
June 30, 2001 6-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-9
PART II. OTHER INFORMATION 10
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2
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JONES PROGRAMMING PARTNERS 2-A, LTD.
(A Limited Partnership)
UNAUDITED STATEMENTS OF FINANCIAL POSITION
<Table>
<Caption>
December 31, June 30,
ASSETS 2000 2001
----------- -----------
CASH AND CASH EQUIVALENTS $ 21,007 $ 18,537
ACCOUNTS RECEIVABLE 6,713 10,893
INVESTMENT IN AND ADVANCES FOR FILM PRODUCTION,
net of accumulated amortization of $4,031,252 and $4,031,252 as of
December 31, 2000 and June 30, 2001, respectively (Note 3) -- --
----------- -----------
Total assets $ 27,720 $ 29,430
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
LIABILITIES:
Accounts payable to affiliates $ 1,016 $ 24,591
Accrued liabilities 7,000 3,500
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Total liabilities 8,016 28,091
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PARTNERS' CAPITAL (DEFICIT):
General partner-
Contributed capital 1,000 1,000
Distributions (36,103) (36,103)
Accumulated deficit (11,950) (12,134)
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Total general partner's deficit (47,053) (47,237)
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Limited partners -
Contributed capital, net of offering costs (11,229 units outstanding
as of December 31, 2000 and June 30, 2001) 4,823,980 4,823,980
Distributions (3,574,054) (3,574,054)
Accumulated deficit (1,183,169) (1,201,350)
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Total limited partners' capital 66,757 48,576
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Total partners' capital 19,704 1,339
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Total liabilities and partners' capital $ 27,720 $ 29,430
=========== ===========
</Table>
The accompanying notes are an integral part of these
unaudited financial statements.
3
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JONES PROGRAMMING PARTNERS 2-A, LTD.
(A Limited Partnership)
UNAUDITED STATEMENTS OF OPERATIONS
<Table>
<Caption>
For the Three Months For the Six Months
Ended June 30, Ended June 30,
-------------------------- --------------------------
2000 2001 2000 2001
-------- -------- -------- --------
REVENUES $ 12,968 $ 15,976 $ 13,255 $ 16,362
COSTS AND EXPENSES:
Costs of filmed entertainment -- -- 287 --
Distribution fees and expenses 6,484 5,083 6,484 5,083
Operating, general and administrative expenses 8,803 15,059 16,823 30,075
-------- -------- -------- --------
Total costs and expenses 15,287 20,142 23,594 35,158
-------- -------- -------- --------
OPERATING LOSS (2,319) (4,166) (10,339) (18,796)
-------- -------- -------- --------
INTEREST INCOME 2,400 264 3,935 431
-------- -------- -------- --------
NET INCOME (LOSS) $ 81 $ (3,902) $ (6,404) $(18,365)
======== ======== ======== ========
ALLOCATION OF NET INCOME (LOSS):
General partner $ 1 $ (39) $ (64) $ (184)
======== ======== ======== ========
Limited partners $ 80 $ (3,863) $ (6,340) $(18,181)
======== ======== ======== ========
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT $ .01 $ (.34) $ (.56) $ (1.62)
======== ======== ======== ========
WEIGHTED AVERAGE NUMBER OF LIMITED
PARTNERSHIP UNITS OUTSTANDING 11,229 11,229 11,229 11,229
======== ======== ======== ========
</Table>
The accompanying notes are an integral part of these
unaudited financial statements.
4
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JONES PROGRAMMING PARTNERS 2-A, LTD.
(A Limited Partnership)
UNAUDITED STATEMENTS OF CASH FLOWS
<Table>
<Caption>
For the Six Months
Ended June 30,
----------------------------
2000 2001
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (6,404) $ (18,365)
Adjustments to reconcile net loss to net
cash provided by (used in) operating activities:
Amortization of filmed entertainment costs 287 --
Net change in assets and liabilities:
Decrease (increase) in accounts receivable 51,112 (4,180)
Increase in accounts payable to affiliates 17,745 23,575
Decrease in accrued liabilities (3,643) (3,500)
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Net cash provided by (used in) operating activities 59,097 (2,470)
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INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 59,097 (2,470)
CASH AND CASH EQUIVALENTS, beginning of period 128,458 21,007
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CASH AND CASH EQUIVALENTS, end of period $ 187,555 $ 18,537
========= =========
SUPPLEMENTAL NON-CASH DISCLOSURE
Accrued distributions payable to partners $ 141,781 $ --
========= =========
</Table>
The accompanying notes are an integral part of these
unaudited financial statements.
5
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JONES PROGRAMMING PARTNERS 2-A, LTD.
(A Limited Partnership)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(1) BASIS OF PRESENTATION
This Form 10-Q is being filed in conformity with the SEC requirements for
unaudited financial statements and does not contain all of the necessary
footnote disclosures required for a fair presentation of the Statements of
Financial Position and Statements of Operations and Cash Flows in
conformity with accounting principles generally accepted in the United
States. However, in the opinion of management, this data includes all
adjustments, consisting of normal recurring accruals, necessary to present
fairly the financial position of Jones Programming Partners 2-A, Ltd. (the
"Partnership") as of December 31, 2000 and June 30, 2001, its results of
operations for the three and six month periods ended June 30, 2000 and
2001, and its cash flows for the six month periods ended June 30, 2000 and
2001. Results of operations for these periods are not necessarily
indicative of results to be expected for the full year.
(2) TRANSACTIONS WITH AFFILIATED ENTITIES
Jones Entertainment Group, Ltd. (the "General Partner") is entitled to
reimbursement from the Partnership for its direct and indirect expenses
allocable to the operations of the Partnership, which shall include, but
not be limited to, rent, supplies, telephone, travel, legal expenses,
accounting expenses, preparation and distribution of reports to investors
and salaries of any full or part-time employees. Because the indirect
expenses incurred by the General Partner on behalf of the Partnership are
immaterial, the General Partner generally does not charge indirect expenses
to the Partnership. The General Partner charged $1,266 and $3,702 to the
Partnership for direct expenses to the Partnership for the three months
ended June 30, 2000 and 2001, respectively. For the six months ended June
30, 2000 and 2001, $4,976 and $10,535, respectively, of direct expenses
were charged to the Partnership.
The Partnership and Jones Documentary Film Corporation granted the General
Partner the exclusive rights to distribute four one-hour programs for
television, entitled "Charlton Heston Presents: The Bible" (the "Bible
Programs"). To accomplish this, the General Partner, on its own behalf, and
GoodTimes Home Video Corporation ("GoodTimes"), an unaffiliated entity
directly involved in the specialty home video and international television
distribution business, entered into an agreement to form J/G Distribution
Company to distribute the Bible Programs. J/G Distribution Company was
formed in June 1992 and is owned 50 percent by GoodTimes and 50 percent by
the General Partner. The Partnership granted J/G Distribution Company the
sole and exclusive right to exhibit and distribute, and to license others
to exhibit and distribute, the Bible Programs in all markets, all
languages, and all media in perpetuity; except for the CD-ROM version. J/G
Distribution Company holds the copyright for the benefit of the Partnership
(50 percent interest) and GoodTimes (50 percent interest). Once the
Partnership is fully recouped, Agamemnon Films ("Agamemnon") begins to
receive a portion of the revenue generated from the distribution of the
Bible Programs, pursuant to the Jones/Agamemnon agreement. During 2000,
Agamemnon began to participate in profit sharing from the distribution of
the Bible Programs. J/G Distribution Company is currently distributing the
Bible Programs in the retail home video market. As of June 30, 2001, gross
sales made by J/G Distribution Company totaled $3,647,836, of which
$1,823,918 has been retained by J/G Distribution Company for its fees and
marketing costs, with the remaining $1,823,918 allocated to the
Partnership, GoodTimes, and Agamemnon in accordance with the income sharing
agreement. Additionally, $250,000 was received directly by the Partnership
as its share of the initial license fee from A & E Television Networks
("A&E"). As of June 30, 2001, the Partnership had received $886,134 from
J/G Distribution Company and $250,000 from A&E. The $10,893 balance was
received by the Partnership in July 2001.
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(3) INVESTMENT IN AND ADVANCES FOR FILM PRODUCTION
"CHARLTON HESTON PRESENTS: THE BIBLE"
The production costs of the Bible Programs were approximately $2,370,000,
which included a $240,000 production and overhead fee paid to the General
Partner. In return for agreeing to fund these production costs, the
Partnership acquired all rights to the Bible Programs in all markets and in
all media in perpetuity. The Partnership subsequently assigned half of its
ownership of the Bible Programs to an unaffiliated party for an investment
of $1,000,000 toward the production costs for the Bible Programs. After
consideration of the reimbursement, the Partnership's total investment in
the Bible Programs was $1,369,764. In June 1998, the Partnership fully
amortized its net investment in this film. From inception to June 30, 2001,
the Partnership has recognized $2,052,787 of revenue from this film, of
which $905,760 was retained by the distributors of the film for their fees
and marketing costs. Of the remaining $1,147,027, the Partnership received
$1,136,134 as of June 30, 2001. The Partnership received the remaining
$10,893 in July 2001.
"THE WHIPPING BOY"
"The Whipping Boy" is a two hour telefilm which premiered in the North
American television market on The Disney Channel. The film's final cost was
approximately $4,100,000. As of June 30, 2001, the Partnership had invested
$2,661,487 in the film, which included a $468,000 production and overhead
fee paid to the General Partner. The completed picture was delivered to The
Disney Channel in the second quarter of 1994. From inception to June 30,
2001, the Partnership has recognized $2,277,930 of gross revenue from this
film, of which $2,100,000 represents the initial license fee from The
Disney Channel. Of the remaining $177,930, $8,497 has been retained by the
distributors of the film for their fees and marketing costs and $169,433
has been received by the Partnership as of June 30, 2001. In December 2000,
the Partnership, after consideration of approximately $1,744,000 in
amortization and approximately $917,000 in write-downs, fully amortized its
net investment in the film.
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JONES PROGRAMMING PARTNERS 2-A, LTD.
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
LIQUIDITY AND CAPITAL RESOURCES
The Partnership's principal sources of liquidity are cash on hand and amounts
received from the domestic and international distribution of its programming. As
of June 30, 2001, the Partnership had approximately $19,000 in cash. Cash used
in operations for the six months ended June 30, 2001 was approximately $2,000.
As of June 30, 2001, accounts payable to affiliates totaled approximately
$25,000. The Partnership made a $10,000 payment towards this accounts payable
liability in July 2001. The Partnership will not invest in any additional
programming projects, but instead will focus on the distribution and/or sale of
its two films.
Regular quarterly distributions were suspended beginning with the quarter ended
September 30, 1998. However, a distribution of $141,781 was declared for the
three months ended March 31, 1999, and was paid in May 1999. A distribution of
$141,781 was declared for the three months ended June 30, 2000 and was paid in
August 2000. The Partnership will retain a certain level of working capital,
including any necessary reserves, to fund its operating activities. It is
anticipated that future distributions, if any, will only be made once proceeds
are received from the sale, or sales, of the Partnership's assets. There is no
assurance regarding any future distributions.
The General Partner, on behalf of the Partnership, is pursuing the sale of the
Partnership's assets. This activity is the principal focus of the Partnership.
The General Partner will not purchase any assets of the Partnership. The General
Partner cannot predict when or at what price the Partnership's interests in its
programming ultimately will be sold, but has initiated sales efforts. The sale
of the Partnership's assets will be subject to a vote of the limited partners.
The films may be sold as a group or on an individual basis, in the judgement of
the General Partner. The films could also be packaged with the films of an
affiliated public limited partnership. Any direct costs incurred by the General
Partner on behalf of the Partnership in soliciting and arranging for the sale,
or sales, of the Partnership's assets will be charged to the Partnership. It is
probable that the distributions of the proceeds from the sale or sales of the
Partnership's programming projects, together with all prior distributions paid
to the limited partners, will return to the limited partners less than 70% of
their initial capital contributions to the Partnership. The Partnership has
retained the services of a broker to assist in the sale of the Partnership's
films. The broker was paid $5,500 for film evaluation services. Pursuant to the
services agreement, the broker will also receive a 10% commission for arranging
the sale, or sales, of the Partnership's films.
In May 1992, the General Partner, on behalf of the Partnership, entered into an
agreement with Agamemnon with respect to the production of the Bible Programs.
Pursuant to this agreement, Agamemnon does not participate in profit sharing
until certain revenues to the General Partner and the Partnership from the
distribution of the Bible Programs are first applied towards the Partnership's
recoupment of its production investment, its share of production overages, and a
production fee plus interest on the unrecouped investment. In 2000, the
Partnership fully recouped the requisite amount and Agamemnon began to
participate in profits from the distribution of the Bible Programs. The
Partnership will therefore receive a decreased percentage of the net proceeds
from the distribution of the Bible Programs.
The General Partner believes that the Partnership has sufficient liquidity to
fund its operations and to meet its obligations through the remainder of the
year, so long as distributions are suspended. Any cash flow from operating
activities will be primarily generated from the Bible Programs. The General
Partner does not anticipate cash flow from the films to increase significantly
in the future. The lack of significant cash flow presently being generated by
the Partnership's films may negatively affect the ultimate sales price of the
films.
8
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RESULTS OF OPERATIONS
Revenues of the Partnership increased $3,008, from $12,968 to $15,976 for the
three months ended June 30, 2000 and 2001, respectively. Revenues of the
Partnership increased $3,107, from $13,255 to $16,362 for the six months ended
June 30, 2000 and 2001, respectively. These increases were primarily the result
of an increase in royalty revenue received from the distribution of the Bible
Programs for the three and six month periods ended June 30, 2001 as compared to
the same periods in 2000.
The Partnership did not incur any filmed entertainment costs for the three month
periods ending June 30, 2000 and 2001. Filmed entertainment costs decreased
$287, from $287 to $0 for the six months ended June 30, 2000 and 2001,
respectively. This decrease was the result of the Partnership's net investment
in the "The Whipping Boy" becoming fully amortized in December 2000. 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 decreased $1,401, from $6,484 to $5,083 for the
three and six month periods ended June 30, 2000 and 2001, respectively. The
decrease was primarily the result of the elimination of recoverable distribution
costs for the Bible Programs that occurred when the Partnership reached a
recouped position in the film during 2000. Distribution fees and expenses
generally relate to the compensation due and costs incurred by unaffiliated
parties in selling the Partnership's programming in the domestic and
international markets. The timing and amount of the distribution fees and
expenses vary depending upon the individual market in which programming is
distributed.
Operating, general and administrative expenses increased $6,256, from $8,803 to
$15,059 for the three months ended June 30, 2000 and 2001, respectively. This
increase was due primarily to an increase in accounting and tax preparation
expenses combined with an increase in professional service expenses related to
efforts to sell the Partnership's programming assets. Operating, general and
administrative expenses increased $13,252, from $16,823 to $30,075 for the six
months ended June 30, 2000 and 2001, respectively. This increase resulted
primarily from an increase in accounting, tax preparation and investor relation
expenses combined with an increase in legal and professional services expenses
related to efforts to sell the Partnership's programming assets.
Interest income decreased $2,136, from $2,400 to $264 for the three months ended
June 30, 2000 and 2001, respectively. Interest income decreased $3,504, from
$3,935 to $431 for the six months ended June 30, 2000 and 2001, respectively.
These decreases were primarily the result of lower levels of invested cash
balances during the three and six month periods ended June 30, 2001 as compared
to the same periods in 2000.
Limited Partners' net income (loss) per partnership unit changed $(.35), from
$.01 to $(.34) for the three months ended June 30, 2000 and 2001, respectively.
Limited Partners' net loss per partnership unit changed $(1.06), from $(.56) to
$(1.62) for the six months ended June 30, 2000 and 2001, respectively. These
changes were due to the results of operations as discussed above.
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Part II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
a) Exhibits
None
b) Reports on Form 8-K
None
10
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
JONES PROGRAMMING PARTNERS 2-A, LTD.
BY: JONES ENTERTAINMENT GROUP, LTD.
General Partner
By: /s/ Timothy J. Burke
---------------------------------
Timothy J. Burke
Vice President
Dated: August 6, 2001
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