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, 1999.
[ ] 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, Englewood, Colorado 80112
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Address of principal executive office
(303) 792-3111
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Registrant's telephone number
Indicate by check mark whether the registrant (l) has filed all reports required
to be filed by Section l3 or l5(d) of the Securities Exchange Act of l934 during
the preceding l2 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes __X__ No _____
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, 1998 and March 31, 1999 3
Unaudited Statements of Operations for the
Three Months Ended March 31, 1998 and 1999 4
Unaudited Statements of Cash Flows for the
Three Months Ended March 31, 1998 and 1999 5
Notes to Unaudited Financial Statements as of
March 31, 1999 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.
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(A Limited Partnership)
UNAUDITED STATEMENTS OF FINANCIAL POSITION
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December 31, March 31,
ASSETS 1998 1999
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CASH AND CASH EQUIVALENTS $ 128,275 $ 182,597
ACCOUNTS RECEIVABLE 62,588 -
INVESTMENT IN AND ADVANCES FOR FILM PRODUCTION,
net of accumulated amortization of $3,881,251 and $3,882,256 as of
December 31, 1998 and March 31, 1999, respectively (Note 3) 150,000 148,995
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Total assets $ 340,863 $ 331,592
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LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
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LIABILITIES:
Accounts payable to affiliates $ 7,511 $ 7,405
Accrued liabilities 7,825 3,750
Accrued distributions payable to partners - 141,781
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Total liabilities 15,336 152,936
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PARTNERS' CAPITAL (DEFICIT):
General partner-
Contributed capital 1,000 1,000
Distributions (33,267) (34,685)
Accumulated deficit (11,728) (11,779)
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Total general partner's deficit (43,995) (45,464)
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Limited partners -
Contributed capital, net of offering costs (11,229 units outstanding
as of December 31, 1998 and March 31, 1999) 4,823,980 4,823,980
Distributions (3,293,328) (3,433,691)
Accumulated deficit (1,161,130) (1,166,169)
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Total limited partners' capital 369,522 224,120
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Total partners' capital (deficit) 325,527 178,656
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Total liabilities and partners' capital (deficit) $ 340,863 $ 331,592
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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
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For the Three Months
Ended March 31,
--------------------------
1998 1999
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GROSS REVENUES $ 85 $ 1,005
COSTS AND EXPENSES:
Costs of filmed entertainment 85 1,005
Operating, general and administrative expenses 4,316 5,875
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Total costs and expenses 4,401 6,880
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OPERATING LOSS (4,316) (5,875)
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OTHER INCOME:
Interest income 6,385 785
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Total other income 6,385 785
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NET INCOME (LOSS) $ 2,069 $ (5,090)
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ALLOCATION OF NET INCOME (LOSS):
General Partner $ 21 $ (51)
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Limited Partners $ 2,048 $ (5,039)
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NET INCOME (LOSS) PER LIMITED PARTNERSHIP UNIT $ .18 $ (.45)
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WEIGHTED AVERAGE NUMBER OF LIMITED
PARTNERSHIP UNITS OUTSTANDING 11,299 11,299
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--------- ----------
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
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For the Three Months
Ended March 31,
------------------------------
1998 1999
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 2,069 $ (5,090)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Amortization of filmed entertainment costs 85 1,005
Net change in assets and liabilities:
Decrease in accounts receivable 74,823 62,588
Increase (decrease) in accrued liabilities 461 (4,075)
Decrease in accounts payable to affiliates (6,905) (106)
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Net cash provided by operating activities 70,533 54,322
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CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to partners (141,781) -
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Net cash used in financing activities (141,781) -
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INCREASE (DECREASE) in cash and cash equivalents (71,248) 54,322
Cash and cash equivalents, beginning of period 526,005 128,275
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Cash and cash equivalents, end of period $ 454,757 $ 182,597
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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, 1998 and March 31,
1999 and its results of operations and its cash flows for the three
month periods ended March 31, 1998 and 1999. 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. ("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 $2,442 and $2,162 to the Partnership for direct expenses to the
Partnership for the three months ended March 31, 1998 and 1999,
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 $2,370,000, 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 recovered its remaining net investment
in this film. From inception to March 31, 1999, the Partnership has
recognized $1,770,906 of revenue from this film, of which $769,411 was
retained by the distributors of the film for their fees and marketing
costs and $1,001,495 was received by the Partnership as of March 31,
1999.
"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, 1999, 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, 1999, the Partnership has recognized
$2,274,741 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 production. Of the remaining $174,741,
$8,408 has been retained by the distributors of the film for their fees
and marketing costs and $166,333 has been received by the Partnership
as of March 31, 1999. The Partnership's net
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investment in the film, after consideration of amortization, was
$148,995 as of March 31, 1999. 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.
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JONES PROGRAMMING PARTNERS 2-A, LTD.
------------------------------------
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
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FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
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 its programming.
As of March 31, 1999, the Partnership had $182,597 in cash. It is not
anticipated that the Partnership will invest in any additional programming
projects, but instead will focus on the distribution and/or sale of its
existing programming projects.
Given the near completion of the second cycle distribution of the
Partnership's programming, as previously announced, regular quarterly
distributions were suspended beginning with the quarter ended September 30,
1998. However, upon further evaluation by the General Partner of the cash
reserves and cash operating needs of the Partnership, an additional quarterly
cash flow distribution totaling $141,781 was declared for the three months
ended March 31, 1999, which will be paid in May 1999. The Partnership will
retain a certain level of working capital, including any necessary reserves,
to fund its operating activities. It is anticipated that any future
distributions will only be made once proceeds are received from the sale of
the Partnership's assets.
The General Partner, on behalf of the Partnership, is currently considering
the sale of the Partnership's interests in its programming projects. If the
General Partner or one of its affiliates exercises its right to purchase the
Partnership's interests in a programming project, however, the sales price
for such a transaction will be at least equal to the average of three
independent appraisals of the programming project's fair market value. The
General Partner has no obligation to purchase any assets of the Partnership.
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.
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 the net
proceeds from the sale of the Partnership's interests in its programming will
be distributed to the partners after such sale. Based on the General
Partner's estimates of value and indications of value obtained from
unaffiliated parties, it is probable that the distributions of the proceeds
from the 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 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 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
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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, 1999, gross sales
made by J/G Distribution Company totaled $3,041,644, of which $1,520,822 has
been retained by J/G Distribution Company for its fees and marketing costs,
with the remaining $1,520,822 paid 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.
The Partnership recovered its remaining net investment in the Bible Programs
in June 1998.
"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, 1999,
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 has, 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 remain the sole property of Gemini Films, Gemini Films
accounts to the Partnership for any revenue therefrom.
The Partnership owns the worldwide copyright, excluding German language
territories, in perpetuity. Although the Partnership owns 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
accounts to Gemini Films for any revenue generated therefrom.
From the movie's North American revenues, the Partnership is entitled to
recover its investment plus interest. Thereafter, the Partnership receives 90
percent of all North American revenues and Gemini Films receives 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.
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, 1999, gross sales
made under this agreement totaled $39,353, of which $8,408 was retained by
the distributor for its fees. The remaining $30,945 had been received by the
Partnership as of March 31, 1999.
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, 1999, net sales earned and received
by the Partnership under this agreement totaled $135,121.
9
The General Partner and Gemini Films selected Canal Plus Distribution as the
company to distribute and exploit the movie outside of North America. Canal
Plus Distribution earns distribution fees of 15 percent of the film's gross
receipts outside of North America, and it is reimbursed for its expenses
capped at 10 percent of the film's gross receipts outside of North America
(excluding dubbing costs). Canal Plus Distribution is 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 is 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 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 revenue), 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, the Partnership recorded a write-down of film
production cost of $575,000 to reduce the unamortized cost of the film to its
estimated net realizable value as of December 31, 1996.
Likewise, in the fourth quarter of 1998, the General Partner again reassessed
the anticipated gross revenue remaining from the distribution of the "The
Whipping Boy" 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 "The Whipping Boy" of $344,907 exceeded the
film's estimated net realizable value of $150,000 as of December 31, 1998,
resulting in a write-down of $194,907. 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 December
31, 1998.
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, and the General Partner's and the distributor's previous
distribution experience with other films. As of March 31, 1999 the
Partnership's net investment in the film, after consideration of amortization
and the write-downs discussed above, was $148,995. The Partnership plans to
recover its remaining net investment in this film from the net revenues
generated from remaining international and domestic television markets or
from sale of the Partnership's interests in the film.
Impact of the Year 2000 Issue (unaudited)
- -----------------------------------------
The Year 2000 issue is the result of many computer programs being written
such that they will malfunction when reading a year of "00." This problem
could cause system failure or miscalculations causing disruptions of business
processes.
In conjunction with its affiliates, the General Partner has initiated an
assessment of its computer applications to determine the extent of the
problem. Based on this assessment, the General Partner has determined that
the majority of its computer applications supporting business processes,
including accounting and investor services, are designed to handle the Year
2000 appropriately. The General Partner believes there will be no financial
impact to the Partnership due to the Year 2000 issue.
RESULTS OF OPERATIONS
---------------------
Revenues of the Partnership increased $920, from $85 to $1,005 for the three
months ended March 31, 1998 and 1999, respectively. This increase was the
result of an increase in the distribution of "The Whipping Boy" for the three
months ended March 31, 1999 as compared to the similar period in 1998.
Filmed entertainment costs increased $920, from $85 to $1,005 for the three
months ended March 31, 1998 and 1999, respectively. This increase was the
result of increased 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.
Operating, general and administrative expenses increased $1,559, from $4,316
to $5,875 for the three months ended March 31, 1998 and 1999, respectively.
This increase was due primarily to increased direct costs allocable to the
10
operations of the Partnership that were charged to the Partnership by
affiliates of the General Partner for the three months ended March 31, 1999
as compared to the similar period in 1998. The increase in direct costs
allocable to the Partnership's operations resulted mainly from the increase
in direct time spent by the affiliates of the General Partner on the
accounting and administrative functions of the Partnership.
Interest income decreased $5,600, from $6,385 to $785 for the three months
ended March 31, 1998 and 1999, respectively. This decrease was the result of
lower levels of invested cash balances in the three months ended March 31,
1999 as compared to the same period in 1998.
Limited Partners' net income (loss) per partnership unit changed $(.63), from
$.18 to $(.45) for the three months ended March 31, 1998 and 1999,
respectively. This change was due to the results of operations as discussed
above.
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, 1999
13