JONES PROGRAMMING PARTNERS 2-A LTD
10-Q, 1997-08-13
MOTION PICTURE & VIDEO TAPE PRODUCTION
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<PAGE>
 
                                   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, 1997.
                               -------------
[ ] 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.
- --------------------------------------------------------------------------------
               Exact name of registrant as specified in charter

Colorado                                                             #84-1088819
- --------------------------------------------------------------------------------
State of organization                                      I.R.S. employer I.D.#

   9697 East Mineral Avenue, P.O. Box 3309, Englewood, Colorado  80155-3309
   ------------------------------------------------------------------------
                     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
    -----                                                               -----
      
<PAGE>
 
                     JONES PROGRAMMING PARTNERS 2-A, LTD.
                     ------------------------------------


                                     INDEX
                                     -----

                                                                          Page
                                                                         Number
                                                                         ------

PART I.  FINANCIAL INFORMATION
 
       Item 1.  Financial Statements

                Unaudited Statements of Financial Position as of
                  June 30, 1997 and December 31, 1996                         3
 
                Unaudited Statements of Operations for the
                  Three and Six Months Ended June 30, 1997 and 1996           4
 
                Unaudited Statements of Cash Flows for the
                  Six Months Ended June 30, 1997 and 1996                     5
 
                Notes to Unaudited Financial Statements as of
                  June 30, 1997                                             6-7
 
       Item 2.  Management's Discussion and Analysis of
                  Financial Condition and Results of Operations            8-11


PART II.  OTHER INFORMATION                                                  12

                                       2
<PAGE>
 
                     JONES PROGRAMMING PARTNERS 2-A, LTD.
                     ------------------------------------
                            (A Limited Partnership)

                  UNAUDITED STATEMENTS OF FINANCIAL POSITION
                  ------------------------------------------
<TABLE>
<CAPTION>
 
 
                                                                    June 30,     December 31,
ASSETS                                                                1997           1996
- ------                                                            -------------  ------------
<S>                                                               <C>            <C>
CASH AND CASH EQUIVALENTS                                          $   764,799   $   537,638
 
ACCOUNTS RECEIVABLE                                                          -        76,090
 
INVESTMENT IN AND ADVANCES FOR FILM PRODUCTION,
  net of accumulated amortization of $3,571,501 and $3,466,616
  as of June 30, 1997 and December 31, 1996, respectively              459,750       564,635
 
NOTE RECEIVABLE FROM GENERAL PARTNER,
  net of unamortized discount of $0 and $14,207 as of
  June 30, 1997 and December 31, 1996, respectively                          -       374,959
 
OTHER ASSETS                                                             1,101         2,285
                                                                   -----------   -----------
 
         Total assets                                              $ 1,225,650   $ 1,555,607
                                                                   ===========   ===========
 
     LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
     -------------------------------------------
 
LIABILITIES:
  Accounts payable to affiliates                                   $    13,841   $    29,106
  Accrued distributions to  partners                                   141,781       141,781
  Accrued liabilities                                                    4,045         7,705
                                                                   -----------   -----------
         Total liabilities                                             159,667       178,592
                                                                   -----------   -----------
 
PARTNERS' CAPITAL (DEFICIT):
  General partner-
    Contributed capital                                                  1,000         1,000
    Distributions                                                      (27,595)      (24,759)
    Accumulated deficit                                                 (9,995)       (9,720)
                                                                   -----------   -----------
 
         Total general partner's deficit                               (36,590)      (33,479)
                                                                   -----------   -----------
 
  Limited partners -
    Contributed capital, net of offering costs  (11,229 units
    outstanding as of June 30, 1997 and December 31, 1996)           4,823,980     4,823,980
    Distributions                                                   (2,731,876)   (2,451,150)
    Accumulated deficit                                               (989,531)     (962,336)
                                                                   -----------   -----------
 
         Total limited partners' capital                             1,102,573     1,410,494
                                                                   -----------   -----------
 
         Total partners' capital                                     1,065,983     1,377,015
                                                                   -----------   -----------
 
         Total liabilities and partners' capital                   $ 1,225,650   $ 1,555,607
                                                                   ===========   ===========
 
</TABLE>
         The accompanying notes to the unaudited financial statements
         are an integral part of these unaudited financial statements.

                                       3
<PAGE>
 
                     JONES PROGRAMMING PARTNERS 2-A, LTD.
                     ------------------------------------
                            (A Limited Partnership)

                      UNAUDITED STATEMENTS OF OPERATIONS
                      ----------------------------------
<TABLE>
<CAPTION>
 
 
                                                                   For the Three Months Ended   For the Six Months Ended
                                                                             June 30,                  June 30,
                                                                   ---------------------------  ----------------------
                                                                       1997          1996          1997        1996
                                                                   ------------  ------------  ------------  ---------
<S>                                                                <C>           <C>           <C>           <C>
GROSS REVENUES                                                        $101,757      $161,081      $107,418   $161,081
 
COSTS AND EXPENSES:
  Costs of filmed entertainment                                         99,645       131,628       104,885    131,628
  Distribution fees and expenses                                        12,162        34,072        14,615     34,072
  Operating, general and administrative expenses                        19,089         4,851        39,663     13,811
                                                                      --------      --------      --------   --------
 
         Total costs and expenses                                      130,896       170,551       159,163    179,511
                                                                      --------      --------      --------   --------
 
OPERATING LOSS                                                         (29,139)       (9,470)      (51,745)   (18,430)
                                                                      --------      --------      --------   --------
 
OTHER INCOME (EXPENSE):
  Interest income                                                        8,057        25,725        24,275     52,000
                                                                      --------      --------      --------   --------
 
         Other income, net                                               8,057        25,725        24,275     52,000
                                                                      --------      --------      --------   --------
 
NET INCOME (LOSS)                                                     $(21,082)     $ 16,255      $(27,470)  $ 33,570
                                                                      ========      ========      ========   ========
 
ALLOCATION OF NET INCOME (LOSS):
  General partner                                                     $   (211)     $    163      $   (275)  $    336
                                                                      ========      ========      ========   ========
 
  Limited partners                                                    $(20,871)     $ 16,092      $(27,195)  $ 33,234
                                                                      ========      ========      ========   ========
NET INCOME (LOSS) PER LIMITED
   PARTNERSHIP UNIT                                                     $(1.86)        $1.43        $(2.42)     $2.96
                                                                      ========      ========      ========   ========
 
WEIGHTED AVERAGE NUMBER OF LIMITED
   PARTNERSHIP UNITS OUTSTANDING                                        11,229        11,229        11,229     11,229
                                                                      ========      ========      ========   ========
 
</TABLE>



         The accompanying notes to the unaudited financial statements
         are an integral part of these unaudited financial statements.

                                       4
<PAGE>
 
                     JONES PROGRAMMING PARTNERS 2-A, LTD.
                     -------------------------------------
                            (A Limited Partnership)

                      UNAUDITED STATEMENTS OF CASH FLOWS
                      ----------------------------------
<TABLE>
<CAPTION>
                                                                For the Six Months Ended
                                                                        June 30,
                                                                ------------------------
                                                                     1997        1996
                                                                -----------   ----------
<S>                                                               <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss)                                                $ (27,470)  $  33,570
 Adjustments to reconcile net income (loss) to net
  cash provided by (used in) operating activities:
   Amortization of filmed entertainment costs                       104,885     131,628
   Amortization of discount                                         (14,207)    (45,551)
   Net change in assets and liabilities:
    Decrease (increase) in accounts receivable                       76,090     (53,922)
    Decrease in other assets                                          1,184         815
    Increase (decrease) in accounts payable to affiliates           (15,265)     10,950
    Decrease in accrued liabilities                                  (3,660)     (3,000)
                                                                  ---------   ---------
 
     Net cash provided by operating activities                      121,557      74,490
                                                                  ---------   ---------
 
CASH FLOWS FROM INVESTING ACTIVITIES:
 Proceeds from payment of note receivable from General Partner      389,166     500,000
                                                                  ---------   ---------
 
     Net cash provided by investing activities                      389,166     500,000
                                                                  ---------   ---------
 
CASH FLOWS FROM FINANCING ACTIVITIES:
 Distributions to partners                                         (283,562)   (283,562)
                                                                  ---------   ---------
 
     Net cash used in financing activities                         (283,562)   (283,562)
                                                                  ---------   ---------
 
INCREASE IN CASH AND CASH EQUIVALENTS                               227,161     290,928
 
CASH AND CASH EQUIVALENTS, beginning of period                      537,638     377,368
                                                                  ---------   ---------
 
CASH AND CASH EQUIVALENTS, end of period                          $ 764,799   $ 668,296
                                                                  =========   =========
 
</TABLE>



         The accompanying notes to the unaudited financial statements
         are an integral part of these unaudited financial statements.

                                       5
<PAGE>
 
                     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
     June 30, 1997 and December 31, 1996 and its results of operations and its
     cash flows for the three and six month periods ended June 30, 1997 and
     1996. 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 charges to the Partnership. The General Partner
     charged $13,160 and $2,715 to the Partnership for direct expenses for the
     three months ended June 30, 1997 and 1996, respectively. For the six month
     periods ended June 30, 1997 and 1996, $26,824 and $9,144, respectively, of
     direct expenses were charged to the Partnership.

(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 and its net investment, after consideration of amortization, was
     $160,257 as of June 30, 1997. From inception to June 30, 1997, the
     Partnership has recognized $1,324,506 of gross revenue from this film, of
     which $546,211 has been retained by the distributors of the film for their
     fees and marketing costs and the remaining $778,295 has been received by
     the Partnership as of June 30, 1997. The Partnership plans to recover its
     remaining investment in this film from net revenues generated from domestic
     and international home video markets or from sale of the Partnership's
     interests in the film to an unaffiliated third party.

     "The Whipping Boy"
     ---------------- 

     In August 1993, the Partnership acquired the 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 June 30, 1997, 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. The Partnership's net investment in the
     film, after consideration of amortization, was $299,493 as of June 30,
     1997. From inception to June 30, 1997, the Partnership has recognized
     $2,319,679 of gross revenue from this film, of which $2,100,000

                                       6
<PAGE>
 
represents the initial license fee from The Disney Channel that was used to
finance the film's production. Of the remaining $219,679, $8,325 has been
retained by the distributors of the film for their fees and marketing costs and
the remaining $211,354 has been received by the Partnership as of June 30, 1997.
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 sale of the Partnership's interests in the film to an
unaffiliated third party.

                                       7
<PAGE>
 
                     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, amounts to be
received from the General Partner in payment of the promissory notes discussed
below and amounts received from the domestic and international distribution of
the its programming. As of June 30, 1997, the Partnership had $764,799 in cash.
The Partnership will not invest in any additional programming projects, but
instead will focus on the distribution or sale of its existing programming
projects. The Partnership had no outstanding amounts receivable as of June 30,
1997.

On June 30, 1995, the Partnership sold its interest in the film "Household
Saints" to the General Partner for $1,389,166. The purchase price was paid
$500,000 in cash at closing, $500,000 in the form of a non-interest bearing
promissory note which was paid in full on June 30, 1996 and $389,166 in the form
of a non-interest bearing promissory note which was paid in full on June 30,
1997. The sale proceeds from "Household Saints" will contribute to the liquidity
and capital resources of the Partnership, helping enable the Partnership to fund
its operating needs and distributions to the limited partners through 1997.

For the six months ended June 30, 1997, the Partnership declared distributions
to partners totaling $283,562, of which $141,781 was paid in May 1997 with the
remaining $141,781 to be paid in August 1997. These distributions are made using
cash on hand, interest income, proceeds received from the sale of "Household
Saints" and cash provided by operating activities. Distributions are expected to
continue through 1997, although no determination has been made regarding any
specific level of distributions.

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 in 1997 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.

The General Partner, on behalf of the Partnership, is currently engaged in
efforts to sell the Partnership's interests in its programming projects to one
or more unaffiliated third parties. In preparation for arranging the future sale
of the Partnership's programming, the General Partner engaged three independent
consulting firms in late 1996 and early 1997 for purposes of obtaining informal
appraisals of the programming projects' estimated net realizable value, which
are based on an estimate of anticipated revenues remaining over the life of the
films from international and domestic distribution. These estimates of value
will be used by the General Partner in negotiating a definitive sales agreement
with one or more unaffiliated third parties. There can be no assurance that the
ultimate negotiated sales price of the programming projects will be at least
equal to the films' estimated fair market value based on the three estimates
obtained. 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 in the future when the Partnership's interests in
the programming are sold. Based on the independent estimates of value obtained
for the Partnership's programming projects, it now appears likely that the
distributions of the proceeds from the

                                       8
<PAGE>
 
sale of the Partnership's programming 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 contribution 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
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 June 30, 1997, gross sales made by J/G Distribution Company totaled
$2,148,844, of which $1,074,422 has been retained by J/G Distribution Company
for its fees and marketing costs, with the remaining $1,074,422 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 June 30, 1997, the Partnership had received both the $537,211
from J/G Distribution and the $250,000 from A&E.

In 1994, J/G Distribution Company and Jones Interactive, Inc. ("JII"), an
affiliate of the General Partner, entered into an agreement to produce a CD-ROM
version of the Bible Programs. No Partnership funds were utilized in the
production of the CD-ROM version; however, after production costs, distribution
fees and costs associated with distribution are recovered, five percent of net
revenues (as defined in the agreement) will flow to the Partnership. Revenue
proceeds to be received by the Partnership under this agreement, if any, are not
anticipated to be significant. The production was done on two separate discs,
one for the New Testament, which was completed in the third quarter of 1995, and
a second disc for the Old Testament, which was completed in the first quarter of
1996. The CD-ROM version is being distributed in the United States and Canada by
affiliates of J/G Distribution Company.

The Partnership plans to recover its remaining net investment in the Bible
Programs of $160,257 from net revenues generated from domestic and international
home video markets or from sale of the Partnership's interests in the film to an
unaffiliated third party.

"The Whipping Boy"
 ---------------- 

In August 1993, the Partnership acquired the 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 June 30, 1997, the Partnership had invested
$2,661,487 in the film, which included a $468,000 production and overhead fee
payable to the General Partner.

                                       9
<PAGE>
 
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.

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 June 30, 1997, gross sales made under this
agreement totaled $33,298, of which $8,325 was retained by the distributor for
its fees and the remaining $24,973 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 June 30, 1997, net sales earned and received by the
Partnership under this agreement totaled $182,954.

The General Partner and Gemini Films have 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.

                                       10
<PAGE>
 
The Partnership plans to recover its remaining net investment in this film of
$299,493 primarily from net revenues generated from international and domestic
home video and television distribution or from sale of the Partnership's
interests in the film to an unaffiliated third party.

                             RESULTS OF OPERATIONS
                             ---------------------

Revenues of the Partnership decreased $59,324, from $161,081 to $101,757 for the
three months ended June 30, 1996 and 1997, respectively, and decreased $53,663,
from $161,081 to $107,418 for the six months ended June 30, 1996 and 1997,
respectively. These decreases were primarily the result of decreased domestic
home video and non-theatrical sales of "The Whipping Boy" during 1997, which
totaled $78,238 for the six months ended June 30, 1997 as compared to $101,259
for the same period in 1996. In addition, sales of "Charlton Heston Presents:
The Bible" (the "Bible Programs") decreased $30,642 , from $59,822 to $29,180
for the six months ended June 30, 1996 and 1997, respectively.

Filmed entertainment costs decreased $31,983, from $131,628 to $99,645 for the
three months ended June 30, 1996 and 1997, respectively, and decreased $26,743,
from $131,628 to $104,885 for the six months ended June 30, 1996 and 1997,
respectively. These decreases were mainly due to 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 $21,910, from $34,072 to $12,162 for
the three months ended June 30, 1996 and 1997, respectively, and decreased
$19,457, from $34,072 to $14,615 for the six months ended June 30, 1996 and
1997, respectively. These decreases were primarily the result of decreased home
video sales of the "Bible Programs" under the Partnership's distribution
agreement with J/G Distribution Company. Distribution fees and expenses 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 distribution fees and expenses vary depending upon the
individual market in which programming is distributed.

Operating, general and administrative expenses increased $14,238, from $4,851 to
$19,089 for the three months ended June 30, 1996 and 1997, respectively, and
increased $25,852, from $13,811 to $39,663 to for the six months ended June 30,
1996 and 1997, respectively. These increases were primarily due to an increase
in consulting fees paid relating to revenue projections compiled for the
Partnership's films as well as increased direct costs allocable to the
operations of the Partnership that were charged to the Partnership by the
General Partner in 1997 as compared to 1996. 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 $17,668, from $25,725 to $8,057 for the three months
ended June 30, 1996 and 1997, respectively, and decreased $27,725, from $52,000
to $24,275 for the six months ended June 30, 1996 and 1997, respectively. These
decreases in interest income were due primarily to a $31,344 decrease in
interest income recognized during the six months ended June 30, 1997 as compared
to the similar period in 1996 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 existing during the six months ended
June 30, 1997 as compared to the same period in 1996.

                                       11
<PAGE>
 
                          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
<PAGE>
 
                                  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:  August 13, 1997

                                       13

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
       
<S>                                        <C>
<PERIOD-TYPE>                                    6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                         764,799
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                               1,225,650
<CURRENT-LIABILITIES>                          159,667
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   1,065,983
<TOTAL-LIABILITY-AND-EQUITY>                 1,225,650
<SALES>                                              0
<TOTAL-REVENUES>                               107,418
<CGS>                                                0
<TOTAL-COSTS>                                  159,163
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                            (24,275)
<INCOME-PRETAX>                               (27,470)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                           (27,470)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (27,470)
<EPS-PRIMARY>                                   (2.42)
<EPS-DILUTED>                                   (2.42)
        

</TABLE>


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