FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 1998.
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[_] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from __________ to __________.
Commission File Number 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 I.D.#
9697 East Mineral Avenue, P.O. Box 3309, Englewood, Colorado 80155-3309
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Address of principal executive office
(303) 792-3111
-----------------------------
Registrant's telephone number
Indicate by check mark whether the registrant (l) has filed all reports required
to be filed by Section l3 or l5(d) of the Securities Exchange Act of l934 during
the preceding l2 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No _____
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JONES PROGRAMMING PARTNERS 2-A, LTD.
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(A Limited Partnership)
INDEX
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Page
Number
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Unaudited Statements of Financial Position as of
December 31, 1997 and March 31, 1998 3
Unaudited Statements of Operations for the
Three Months Ended March 31, 1997 and 1998 4
Unaudited Statements of Cash Flows for the
Three Months Ended March 31, 1997 and 1998 5
Notes to Unaudited Financial Statements as of
March 31, 1998 6-7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8-11
PART II. OTHER INFORMATION 12
2
JONES PROGRAMMING PARTNERS 2-A, LTD.
------------------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF FINANCIAL POSITION
------------------------------------------
December 31, March 31,
ASSETS 1997 1998
------ ------------ ----------
CASH AND CASH EQUIVALENTS $ 526,005 $ 454,757
ACCOUNTS RECEIVABLE 74,823 -
INVESTMENT IN AND ADVANCES FOR FILM PRODUCTION,
net of accumulated amortization of $3,666,515 and $3,666,600 as of
December 31, 1997 and March 31, 1998, respectively (Note 3) 364,736 364,651
------------ ----------
Total assets $ 965,564 $ 819,408
============ ==========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
LIABILITIES:
Accounts payable to affiliates $ 8,622 $ 1,717
Accrued distributions to partners 141,781 141,781
Accrued liabilities 123,910 124,371
------------ ----------
Total liabilities 274,313 267,869
------------ ----------
PARTNERS' CAPITAL (DEFICIT):
General partner-
Contributed capital 1,000 1,000
Distributions (30,431) (31,849)
Accumulated deficit (10,906) (10,885)
------------ ----------
Total general partner's deficit (40,337) (41,734)
------------ ----------
Limited partners -
Contributed capital, net of offering costs (11,229 units
outstanding as of December 31, 1997 and March 31, 1998) 4,823,980 4,823,980
Distributions (3,012,602) (3,152,965)
Accumulated deficit (1,079,790) (1,077,742)
------------ ----------
Total limited partners' capital 731,588 593,273
------------ ----------
Total partners' capital 691,251 551,539
------------ ----------
Total liabilities and partners' capital (deficit) $ 965,564 $ 819,408
============ ==========
The accompanying notes to these unaudited financial statements
are an integral part of these unaudited financial statements.
3
JONES PROGRAMMING PARTNERS 2-A, LTD.
------------------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF OPERATIONS
----------------------------------
For the Three Months
Ended March 31,
--------------------
1997 1998
-------- --------
GROSS REVENUES $ 5,661 $ 85
COSTS AND EXPENSES:
Costs of filmed entertainment 5,240 85
Distribution fees and expenses 2,453 -
Operating, general and administrative expenses 20,574 4,316
-------- --------
Total costs and expenses 28,267 4,401
-------- --------
OPERATING LOSS (22,606) (4,316)
-------- --------
OTHER INCOME:
Interest income 16,218 6,385
-------- --------
Other income, net 16,218 6,385
-------- --------
NET INCOME (LOSS) $ (6,388) $ 2,069
======== ========
ALLOCATION OF NET INCOME (LOSS):
General Partner $ (64) $ 21
======== ========
Limited Partners $ (6,324) $ 2,048
======== ========
NET INCOME (LOSS) PER LIMITED PARTNERSHIP UNIT $ (.56) $ .18
======== ========
WEIGHTED AVERAGE NUMBER OF LIMITED
PARTNERSHIP UNITS OUTSTANDING 11,299 11,299
======== ========
The accompanying notes to these unaudited financial statements
are an integral part of these unaudited financial statements.
4
JONES PROGRAMMING PARTNERS 2-A, LTD.
------------------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF CASH FLOWS
----------------------------------
For the Three Months
Ended March 31,
----------------------
1997 1998
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (6,388) $ 2,069
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Amortization of filmed entertainment costs 5,240 85
Amortization of discount (10,406) -
Net change in assets and liabilities:
Decrease in accounts receivable 19,621 74,823
Decrease in other assets 559 -
Increase in accrued liabilities 16,270 461
Increase (decrease) in accounts payable to
affiliates 27,076 (6,905)
--------- ---------
Net cash provided by operating activities 51,972 70,533
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to partners (141,781) (141,781)
--------- ---------
Net cash used in financing activities (141,781) (141,781)
--------- ---------
DECREASE IN CASH AND CASH EQUIVALENTS (89,809) (71,248)
CASH AND CASH EQUIVALENTS, beginning of period 537,638 526,005
--------- ---------
CASH AND CASH EQUIVALENTS, end of period $ 447,829 $ 454,757
========= =========
The accompanying notes to the unaudited financial statements
are an integral part of these unaudited financial statements.
5
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 generally accepted accounting principles. However, in the
opinion of management, this data includes all adjustments, consisting only
of normal recurring accruals, necessary to present fairly the financial
position of Jones Programming Partners 2-A, Ltd. (the "Partnership") as of
December 31, 1997 and March 31, 1998 and its results of operations and its
cash flows for the three month periods ended March 31, 1997 and 1998.
Results of operations for these periods are not necessarily indicative of
results to be expected for the full year.
(2) TRANSACTIONS WITH AFFILIATED ENTITIES
-------------------------------------
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 $13,664 and $2,442 to the Partnership for direct expenses to the
Partnership for the three months ended March 31, 1997 and 1998,
respectively.
(3) INVESTMENT IN AND ADVANCES FOR FILM PRODUCTION
----------------------------------------------
"Charlton Heston Presents: The Bible"
-----------------------------------
In May 1992, the General Partner, on behalf of the Partnership, entered
into an agreement with Agamemnon Films, an unaffiliated party, to produce
four one-hour programs for television, entitled "Charlton Heston Presents:
The Bible" (the "Bible Programs"). The production costs of the Bible
Programs were approximately $2,130,000. In addition, the Partnership paid
a $240,000 production and overhead fee 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 is
$1,369,764 and its net investment, after consideration of amortization, was
$19,300 as of March 31, 1998. From inception to March 31, 1998, the
Partnership has recognized $1,478,865 of gross revenue from this film, of
which $623,391 has been retained by the distributors of the film for their
fees and marketing costs and $855,474 has been received by the Partnership
as of March 31, 1997. The Partnership plans to recover its remaining
investment of $19,300 in this film from net revenues generated from
domestic and international home video markets or from the sale of the
Partnership's interests in the film.
"The Whipping Boy"
----------------
In August 1993, the Partnership acquired the film rights to the Newbury
Award-winning book "The Whipping Boy." "The Whipping Boy" was produced as
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 March 31, 1998, 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 film was co-produced by the General Partner and Gemini Films,
a German company. The completed picture was delivered to The Disney
Channel in the second quarter of 1994. From inception to March 31, 1998,
the Partnership has recognized $2,273,821 of gross revenue from this film,
of which $2,100,000 represents the initial license fee from The Disney
Channel that was used to finance the film's
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production. Of the remaining $173,821, $8,350 has been retained by the
distributors of the film for their fees and marketing costs and $165,471
has been received by the Partnership as of March 31, 1998. The Partnership
plans to recover its remaining investment in this film from net revenues
generated from domestic and international home video and television
markets. The Partnership's net investment in the film, after consideration
of amortization, was $345,351 as of March 31, 1998. The Partnership plans
to recover its remaining investment in this film from net revenues
generated from domestic and international home video and television markets
or from the sale of the Partnership's interests in the film.
7
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 March 31, 1998, the Partnership had $454,757 in cash. 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.
In February 1998, distributions for the quarter ending December 31, 1997
totaling $141,781 were paid by the Partnership. For the three months ended March
31, 1998, the Partnership declared a distribution totaling $141,781, which will
be paid in May 1998. Given the near completion of the second cycle distribution
of the Partnership's programming, quarterly distributions may be suspended. The
Partnership will retain a certain level of working capital, including any
necessary reserves, to fund its operating activities. If distributions are
suspended in 1998, 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. In addition, future
distributions will also be made from proceeds received from the sale of the
Partnership's assets.
The General Partner, on behalf of the Partnership, is currently beginning to
engage in efforts to sell the Partnership's interests in its programming
projects. Estimates of value obtained from independent consulting firms in late
1996 and early 1997 are being used by the General Partner in planning sales.
There can be no assurance that the ultimate negotiated sales prices of the
programming projects sold to unaffiliated parties will be at least equal to the
films' estimated fair market value. If the General Partner or one of its
affiliates exercises its right to purchase a programming project, however, the
sales price for such a transaction will be equal to the average of three
independent appraisals of the programming project's fair market value. Any sale
of all or substantially all of the Partnership's assets will be subject to the
approval of the Partnership's limited partners prior to closing of the sale.
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.
However, any direct costs incurred by the General Partner on behalf of the
Partnership in soliciting and arranging for the sale of the Partnership's
programming projects will be charged to the Partnership. It is anticipated that
proceeds from the sale of the Partnership's interests in its programming will be
distributed to the partners upon such sale. Based on the independent estimates
of value obtained for the Partnership's programming projects, it now appears
likely that the projects together with all prior distributions paid to the
limited partners will not be sufficient to return to the limited partners 100%
of their initial capital contributions made to the Partnership.
The General Partner believes that the Partnership has, and will continue to
have, sufficient liquidity to fund its operations and to meet its obligations.
Cash flow from operating activities will be generated primarily from the
Partnership's programming projects as follows:
"Charlton Heston Presents: The Bible"
------------------------------------
In 1992, the General Partner, on behalf of the Partnership, entered into an
agreement with Agamemnon Films, an unaffiliated party, to produce four one-hour
programs for television, entitled "Charlton Heston Presents: The Bible" (the
"Bible Programs") for Arts and Entertainment Network ("A&E"). The production
costs of the Bible Programs were approximately $2,370,000, which included a
$240,000 production and overhead fee to the General Partner. In return for
8
agreeing to fund these production costs, the Partnership acquired all rights to
the Bible Programs in all markets and in all media in perpetuity.
In order to reduce the Partnership's financial exposure, the General Partner, on
behalf of the Partnership, assigned one-half of the Partnership's interest in
the Bible Programs to GoodTimes Home Video Corporation ("GoodTimes"), an
unaffiliated entity directly involved in the specialty home video and
international television distribution business, for an investment by GoodTimes
of $1,000,000. The Partnership and GoodTimes funded Jones Documentary Film
Corporation ("JDFC"), which in turn contracted with Agamemnon Films for the
production of the Bible Programs. JDFC was formed to insulate the Partnership
and GoodTimes from certain risks and potential liabilities associated with the
production of programming in foreign countries because the Bible Programs were
filmed on location in the Holy Lands.
The Partnership and JDFC granted the General Partner the exclusive rights to
distribute the Bible Programs. To accomplish this, the General Partner, on its
own behalf, and GoodTimes 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 the Partnership granted it 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. J/G
Distribution Company holds the copyright for the benefit of the Partnership (50
percent interest) and GoodTimes (50 percent interest). J/G Distribution Company
is currently distributing the Bible Programs in the retail home video market.
As of March 31, 1998, gross sales made by J/G Distribution Company totaled
$2,457,564, of which $1,228,782 has been retained by J/G Distribution Company
for its fees and marketing costs, with the remaining $1,228,782 belonging 50
percent to the Partnership and 50 percent to GoodTimes. Additionally, $250,000
was received directly by the Partnership as its share of the initial license fee
from A&E. As of March 31, 1998, the Partnership had received both $614,391 from
J/G Distribution and the $250,000 from A&E.
The Partnership plans to recover its remaining net investment in the Bible
Programs of $19,300 from net revenues generated from domestic and international
home video markets or from sale of the Partnership's interests in the film.
"The Whipping Boy"
----------------
In August 1993, the Partnership acquired the film rights to the Newbury Award-
winning book "The Whipping Boy." The project was co-developed by the
Partnership and The Disney Channel and produced by the General Partner and
German and French co-production partners. The completed telefilm was delivered
to The Disney Channel in the second quarter of 1994 and premiered in the North
American television market in July 1994. As of March 31, 1998, the Partnership
had invested $2,661,487 in the film, which included a $468,000 production and
overhead fee payable to the General Partner. The Partnership has received
approximately $2,100,000 from The Disney Channel for licensing certain rights to
the film to The Disney Channel.
The Partnership was responsible for approximately one-half of the $4,100,000
production cost, with the balance of the production budget funded by Gemini
Films and other co-production partners and/or territorial advances from the
film's international distributors. The amount contributed to the production
budget by the Partnership was partially reimbursed by the license advances
totaling $2,100,000 received from the Disney Channel.
Gemini Films will have, in perpetuity, the copyright and all exploitation rights
to the film in German language territories (defined as Germany, Austria, German-
speaking Switzerland and German-speaking Luxembourg). Although these
exploitation rights will remain the sole property of Gemini Films, Gemini Films
will account to the Partnership for any revenue therefrom.
The Partnership will own the worldwide copyright, excluding German language
territories, in perpetuity. Although the Partnership will own all exploitation
rights in all media in North America, which is defined as the United States,
Canada and their respective territories and possessions, the Partnership will
account to Gemini Films for any revenue generated therefrom.
From the movie's North American revenues, the Partnership will first be entitled
to recover its investment plus interest. Thereafter, the Partnership will
receive 90 percent of all North American revenues and Gemini Films will receive
10 percent of such revenues. With respect to international revenues from the
movie's distribution, after Gemini Films recovers $250,000 of its investment in
the movie's production budget, any funded overages and interest out of net
international revenues, the Partnership will receive 20 percent of net
international revenues and Gemini Films will receive 80 percent.
9
In March 1995, the General Partner, on behalf of the Partnership, entered into
an agreement with an unaffiliated party granting rights to distribute "The
Whipping Boy" in the non-theatrical domestic markets. 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 March 31, 1998, gross sales made under this
agreement totaled $37,916, of which $8,325 was retained by the distributor for
its fees and $29,591 was received by the Partnership.
In May 1995, the General Partner, on behalf of the Partnership, entered into a
distribution agreement with an unaffiliated party granting rights to distribute
"The Whipping Boy" in the domestic home video market for a period not to exceed
five years. As of March 31, 1998, net sales earned and received by the
Partnership under this agreement totaled $135,121.
The General Partner and Gemini Films selected Canal Plus Distribution as the
company that will distribute and exploit the movie outside of North America.
Canal Plus Distribution will earn distribution fees of 15 percent of the film's
gross receipts outside of North America, and it will be reimbursed for its
expenses capped at 10 percent of the film's gross receipts outside of North
America (excluding dubbing costs). Canal Plus Distribution will be responsible
for accounting and remitting to Gemini Films the net revenues from the film's
distribution in all markets and in all media outside of North America. Gemini
Films will be responsible for forwarding the Partnership's share of such
revenues within 10 days of receipt of such funds from Canal Plus.
During the fourth quarter of 1996, the General Partner reassessed the
anticipated total gross revenue remaining from the distribution of "The Whipping
Boy" in available international and domestic television and home video markets.
Based on revised estimated television and home video sales projections provided
by an independent consultant, 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 "The Whipping Boy" of $952,731 exceeded the film's estimated net
realizable value of approximately $375,000 as of December 31, 1996. As a
result, a loss from write-down of film production cost of $575,000 was incurred
to reduce the unamortized cost of the film to its estimated net realizable value
as of December 31, 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 and home video
distribution, net of estimated distribution fees and costs, as of December 31,
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 and home video distribution, and the
General Partner's and the independent consultant's previous distribution
experience with other films.
The Partnership plans to recover its remaining net investment in this film of
$345,436 primarily from net revenues generated from international and domestic
home video and television distribution or sale of the Partnership's interests in
the film.
RESULTS OF OPERATIONS
---------------------
Revenues of the Partnership decreased $5,576, from $5,661 to $85 for the three
months ended March 31, 1997 and 1998, respectively. This decrease was the
result of an overall decrease in international and domestic sales of the
Partnership's programming. Revenue from the distribution of the Bible Programs
decreased $4,855, from $4,855 to $0 for the three months ended March 31, 1997
and 1998, respectively. In addition, revenue from the distribution of "The
Whipping Boy" decreased $721, from $806 to $85 for the three months ended March
31, 1997 and 1998, respectively.
Filmed entertainment costs decreased $5,155, from $5,240 to $85 for the three
months ended March 31, 1997 and 1998, respectively. This decrease was the
result of decreased revenues from the Partnership's programming as 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 decreased $2,453, from $2,453 to $0 for the three
months ended March 31, 1997 and 1998, respectively. This decrease was the
result of decreased revenues from the Partnership's programming as discussed
above. Distribution fees and expenses relate to the compensation due and costs
incurred by unaffilliated parties 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.
10
Operating, general and administrative expenses decreased $16,258, from $20,574
to $4,316 for the three months ended March 31, 1997 and 1998, respectively.
This decrease was due primarily to decreased direct costs allocable to the
operations of the Partnership that were charged to the Partnership by the
General Partner and its affiliates in 1998 as compared to 1997. The decrease in
direct costs allocable to the Partnership's operations resulted mainly from the
decrease in General Partner personnel expenses and the decrease in direct time
spent by the affiliates of the General Partner on the accounting and legal
functions of the Partnership.
Interest income decreased $9,833, from $16,218 to $6,385 for the three months
ended March 31, 1997 and 1998, respectively. This decrease in interest income
was due primarily to a $10,406 decrease in interest income recognized during the
first quarter of 1998 as compared to the similar period in 1997 relating to the
amortization of the discount on the promissory notes received from the General
Partner as part of the June 1995 sale of the film "Household Saints." This
decrease was partially offset by higher levels of invested cash balances in the
three months ended March 31, 1998 as compared to the same period in 1997.
11
Part II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
a) Exhibits
27) Financial Data Schedule
b) Reports on Form 8-K
None
12
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/ Steven W. Gampp
-----------------------------------------
Steven W. Gampp
Vice President/Finance and Treasurer
(Principal Financial Officer)
Dated: May 14, 1998
13