<PAGE>
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ______ to ______
Commission file number: 0-20944
JONES PROGRAMMING PARTNERS 2-A, LTD.
(Exact name of registrant as specified in its charter)
COLORADO 84-1088819
(State of Organization) (IRS Identification No.)
9697 EAST MINERAL AVENUE, ENGLEWOOD, COLORADO 80112 (303) 792-3111
(Address of principal executive office and Zip Code) (Registrant's telephone
no. including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of
the Act: Limited Partnership Interests
Indicate by check mark whether the registrant, (1) has filed all reports
required to be filed by Section 13 or l5(d) of the Securities Exchange Act of
l934 during the preceding l2 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days: Yes X No
----- -----
Aggregate market value of the voting stock held by non-affiliates of the
registrant: N/A
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405) is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. X
-----
DOCUMENTS INCORPORATED BY REFERENCE: None
<PAGE>
Information contained in this Form 10-K Report contains "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. All statements, other than statements of historical facts, included in
this Form 10-K Report that address activities, events or developments that the
General Partner or the Partnership expects, believes or anticipates will or may
occur in the future are forward-looking statements. These forward-looking
statements are based upon certain assumptions and are subject to a number of
risks and uncertainties. Actual results could differ materially from the results
predicted by these forward-looking statements.
PART I.
ITEM 1. BUSINESS
Jones Programming Partners 2-A, Ltd. (the "Partnership") is a Colorado
limited partnership that was formed in March 1992 pursuant to the public
offering of limited partnership interests in the Jones Programming Partners
Limited Partnership Program. Jones Entertainment Group, Ltd., a Colorado
corporation engaged in the development, production, acquisition and distribution
of its original entertainment programming, is the general partner of the
Partnership (the "General Partner"). The Partnership was formed to acquire,
develop, produce and distribute original programming to be owned by the
Partnership. The Partnership generates revenues from the licensing of its
programming. All the Partnership's films are subject to a variety of license
agreements for various markets. Some of these agreements will last beyond the
year 2000. The General Partner charges the Partnership for direct costs incurred
on the Partnership's behalf. See further discussion of such costs charged to the
Partnership by the General Partner in ITEM 8, FINANCIAL STATEMENTS, NOTE 4.
During 1999, the Partnership had two programming projects: "Charlton Heston
Presents: The Bible" and "The Whipping Boy." It is not anticipated that the
Partnership will invest in any additional programming, but instead will focus on
the distribution and/or sale of its existing programming projects. Following is
a description of these programming projects.
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 amortized its
net investment in this film. From inception to December 31, 1999, the
Partnership has recognized $2,009,525 of revenue from this film, of which
$888,720 was retained by the distributors of the film for their fees and
marketing costs and $1,069,693 was received by the Partnership as of December
31, 1999. The remaining $51,112 was received by the Partnership in February
2000.
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
December 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 December 31, 1999, the Partnership has recognized
$2,276,382 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 $176,382, $8,497 was retained by the distributors
of the film for their fees and marketing costs and $167,885 was received by the
Partnership as of December 31, 1999.
2
<PAGE>
During the fourth quarter 1999, the General Partner reassessed the
anticipated gross revenues remaining from the distribution of "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 $147,883 exceeded the film's estimated net
realizable value of $7,883 as of December 31, 1999, resulting in a write-down of
$140,000. 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, 1999.
As of December 31, 1999, the Partnership's net investment in the film,
after consideration of amortization and write-downs, was $7,883. The Partnership
plans to amortize its remaining investment in this film from net revenues
generated from domestic and international television markets or recover its
remaining investment from sale of the Partnership's interests in the film.
GENERAL MATTERS
The Partnership will seek to recover its investment in programming by
relicensing its assets through international sales, domestic cable or
syndication, home video and ancillary markets or by selling its interests in its
programming. The General Partner, on behalf of the Partnership, is planning the
sale of the Partnership's interests in its programming projects. See further
discussion of the Partnership's distribution efforts concerning its film
projects in ITEM 7, MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS. There is no assurance that the Partnership will be
successful in obtaining a buyer or buyers for the assets of the Partnership or
that the terms or conditions of any sale will be favorable to the Partnership.
Many of the factors set forth below which affect the distribution of the films
will also affect the salability of the films themselves. If efforts to sell the
Partnership's assets are not successful, the Partnership will continue to seek
distribution for its films.
The Partnership has encountered and will continue to encounter intense
competition in connection with its attempts to distribute its programming. There
is competition within the television programming industry for exhibition time on
cable television networks, broadcast networks and independent television
stations. In most cases, potential customers of the Partnership's programming
also produce their own competitive programs. In recent years, the number of
television production companies and the volume of programming being distributed
have increased, thereby intensifying this competition. Acceptance of the
programming in certain distribution media may be limited and the programming
will compete with other types of television programming in all domestic and
international distribution media and markets. The success of programming is also
dependent in part on public taste, which is unpredictable and susceptible to
change. In international markets, the Partnership has and will encounter
additional risks, such as foreign currency rate fluctuations, compliance and
regulatory requirements, differences in tax laws, and economic and political
environments.
The Partnership's films have been distributed in a number of markets. It
is not known whether the Partnership can successfully exploit any of its films
in these or other markets in the future. Any distribution revenues from the
Partnership's programming will rely heavily on the existence and size of
remaining distribution markets and media, if any, that have not been exploited
by the Partnership in its previous distribution efforts in the domestic and
international theatrical, home video, television, and ancillary markets. There
can be no assurance that the distribution efforts made by the Partnership, the
General Partner or unaffiliated parties on behalf of the Partnership for the
programming will be successful.
ITEM 2. PROPERTIES
See ITEM 1.
3
<PAGE>
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
PART II.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK
AND RELATED SECURITY HOLDER MATTERS
While the Partnership is publicly held, there is no public market for the
limited partnership interests and it is not expected that such a market will
develop in the future. As of February 15, 2000, the number of equity security
holders in the Partnership was 555.
4
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
-----------------------------------------------------------------------
1995 1996 1997 1998 1999
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Gross revenues $ 324,489 $ 329,875 $ 215,834 $ 292,569 $ 240,736
Costs of filmed entertainment 303,817 281,451 199,899 19,829 2,117
Distribution fees and expenses 159,045 105,707 92,702 146,077 80,037
Loss on write-down of
film production cost -- 575,000 -- 194,907 140,000
Operating, general and administrative
expenses 19,296 31,701 78,965 30,720 27,549
Operating income (loss) (157,669) (663,984) (155,732) (98,964) (8,967)
Net income (loss) (220,238) (575,789) (118,640) (82,162) (5,322)
Net income (loss) per limited
partnership unit (19.42) (50.76) (10.46) (7.24) (.47)
Weighted average number of limited
partnership units outstanding 11,229 11,229 11,229 11,229 11,229
General partner's deficit (22,050) (33,479) (40,337) (43,995) (45,466)
Limited partners' capital 2,541,978 1,410,494 731,588 369,522 223,890
Total assets 2,670,155 1,555,607 965,564 340,863 187,453
General partner advances 2,446 29,106 8,622 7,511 836
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of the Partnership's financial condition and
results of operations contains, in addition to historical information,
forward-looking statements that are based upon certain assumptions and are
subject to a number of risks and uncertainties. The Partnership's actual results
may differ significantly from the results predicted in such forward-looking
statements.
RESULTS OF OPERATIONS
1999 COMPARED TO 1998
Revenues of the Partnership decreased $51,833, from $292,569 in 1998 to $240,736
in 1999. This decrease in revenues was primarily related to a $53,421 decrease
in the sales of "The Bible Programs," from $292,040 in 1998 to $238,619 in 1999.
Filmed entertainment costs decreased $17,712, from $19,829 in 1998 to $2,117 in
1999. This decrease was the result of the full amortization of the capitalized
production costs relating to "The Bible Programs" during 1998. Filmed
entertainment costs are amortized over the life of each film in the ratio that
current gross revenues bear to anticipated total gross revenues.
Distribution fees and expenses decreased $66,040, from $146,077 in 1998 to
$80,037 in 1999. This decrease was the result of decreased home video sales of
the "Bible Programs" under the Partnership's distribution agreement with J/G
Distribution Company, an affiliate of the General Partner. 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.
5
<PAGE>
Loss on write-down of film production was $194,907 in 1998, and an additional
$140,000 was written down in 1999. The 1999 write down resulted in a remaining
net investment in "The Whipping Boy" of $7,883 as of December 31, 1999.
Operating, general and administrative expenses decreased $3,171, from $30,720 in
1998 to $27,549 in 1999. 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 1999 as compared to
1998. The decrease in direct costs allocable to the Partnership's operations
resulted mainly from 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 $13,199, from $16,782 in 1998 to $3,583 in 1999. This
decrease was due primarily to lower levels of invested cash balances existing
during 1999 as compared to 1998.
Limited Partners' net loss per partnership unit changed $6.77, from $(7.24) in
1998 to $(.47) in 1999. This change was due to the results of operations as
discussed above.
1998 COMPARED TO 1997
Revenues of the Partnership increased $76,735, from $215,834 in 1997 to $292,569
in 1998. This increase in revenues was primarily related to a $108,502 increase
in the sales of "The Bible Programs," from $183,538 in 1997 to $292,040 in 1998.
This increase was partially offset by a decrease in domestic home video and
non-theatrical sales of "The Whipping Boy", which totaled $32,296 in 1997 as
compared to $529 in 1998.
Filmed entertainment costs decreased $180,070, from $199,899 in 1997 to $19,829
in 1998. This decrease was the result of the decrease in film revenues from the
"The Whipping Boy" as discussed above. In addition, this decrease was the result
of the full amortization of the capitalized production costs relating to "The
Bible Programs" during 1998. Filmed entertainment costs are amortized over the
life of each film in the ratio that current gross revenues bear to anticipated
total gross revenues.
Distribution fees and expenses increased $53,375, from $92,702 in 1997 to
$146,077 in 1998. This increase was the result of increased home video sales of
the "Bible Programs" under the Partnership's distribution agreement with J/G
Distribution Company, an affiliate of the General Partner. 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.
Loss on write-down of film production increased from $0 in 1997 to $194,907 in
1998. This increase was the result of a write-down of the Partnership's net
investment in "The Whipping Boy" to the film's net realizable value of
approximately $150,000 as of December 31, 1998.
Operating, general and administrative expenses decreased $48,245, from $78,965
in 1997 to $30,720 in 1998. 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 $20,310, from $37,092 in 1997 to $16,782 in 1998. This
decrease was due primarily to $14,207 in interest income recognized during 1997
related to the amortization of the discount on the promissory notes receivable
from the General Partner due to the Partnership's June 1995 sale of the film
"Household Saints" to the General Partner as compared to $0 in interest income
recognized during 1998 related to the promissory notes receivable. This decrease
was also due to lower levels of invested cash balances existing during 1998 as
compared to 1997.
6
<PAGE>
Limited Partners' net loss per partnership unit changed $3.22, from $(10.46) in
1997 to $(7.24) in 1998. This change was due to the results of operations as
discussed above.
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 December 31, 1999, the Partnership had approximately $128,000 in cash.
Cash generated from operations for the year ended December 31, 1999, was
approximately 142,000. The Partnership will not invest in any additional
programming projects, but instead will focus on the distribution and sale of
its two existing films. The Partnership had outstanding amounts receivable
totaling approximately $51,000 as of December 31, 1999. These amounts were
received by the Partnership in the first quarter of 2000.
Given the near completion of the second cycle of 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 distribution
of $141,782 was declared for the three months ended March 31, 1999, and was 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, if any, will only be made once
proceeds are received from the sale of the Partnership's assets, although the
General Partner will continue to make quarterly evaluations of the Partnership's
working capital position and needs. There is no assurance regarding the current
timing of any future distributions.
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, nor is it
anticipated that the General Partner will purchase any of such assets.
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, but
will initiate sales efforts in 2000. The projects may be sold as a group or on a
one by one basis, in the judgement of the General Partner. Any direct costs
incurred by the General Partner on behalf of the Partnership in soliciting and
arranging for the sale, or sales, of the Partnership's programming projects will
be charged to the Partnership. It is anticipated that the net proceeds from the
sale, or sales, of the Partnership's interests in its programming will be
distributed to the partners after such sale. It is probable that the
distributions of the proceeds from the sale or sales of the Partnership's
programming projects, together with all prior distributions paid to the limited
partners, will return to the limited partners less than 70% of their initial
capital contributions to the Partnership.
The General Partner believes that the Partnership has, and will continue to
have, sufficient liquidity to fund its operations and to meet its obligations so
long as quarterly distributions are suspended. Any cash flow from operating
activities will be primarily generated from the Bible Programs.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.
The Partnership does not hold any financial instruments which present
significant interest or market risk.
7
<PAGE>
ITEM 8. FINANCIAL STATEMENTS
JONES PROGRAMMING PARTNERS 2-A, LTD.
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1998 AND 1999
INDEX
<TABLE>
<CAPTION>
PAGE
<S> <C>
Report of Independent Public Accountants 9
Statements of Financial Position 10
Statements of Operations 11
Statements of Partners' Capital (Deficit) 12
Statements of Cash Flows 13
Notes to Financial Statements 14
</TABLE>
8
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Jones Programming Partners 2-A, Ltd.:
We have audited the accompanying statements of financial position of Jones
Programming Partners 2-A, Ltd. (a Colorado limited partnership) as of December
31, 1998 and 1999, and the related statements of operations, partners' capital
(deficit) and cash flows for each of the three years in the period ended
December 31, 1999. These financial statements are the responsibility of the
General Partner's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Jones Programming Partners
2-A, Ltd. as of December 31, 1998 and 1999, and the results of its operations
and its cash flows for each of the three years in the period ended December 31,
1999 in conformity with generally accepted accounting principles in the United
States.
ARTHUR ANDERSEN LLP
Denver, Colorado,
March 17, 2000
9
<PAGE>
JONES PROGRAMMING PARTNERS 2-A, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF FINANCIAL POSITION
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------
ASSETS 1998 1999
----------- -----------
<S> <C> <C>
CASH AND CASH EQUIVALENTS (Note 2) $ 128,275 $ 128,458
ACCOUNTS receivable (Note 5) 62,588 51,112
INVESTMENT IN AND ADVANCES FOR FILM PRODUCTION,
net of accumulated amortization of $3,881,251 and
$4,023,368 as of December 31, 1998 and 1999,
respectively (Notes 2, 4 and 5) 150,000 7,883
----------- -----------
Total assets $ 340,863 $ 187,453
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
LIABILITIES:
Accounts payable to affiliates $ 7,511 $ 836
Accrued liabilities 7,825 8,193
----------- -----------
Total liabilities 15,336 9,029
----------- -----------
PARTNERS' CAPITAL (deficit) (Note 3):
General partner -
Contributed capital 1,000 1,000
Distributions (33,267) (34,685)
Accumulated deficit (11,728) (11,781)
----------- -----------
Total general partner's deficit (43,995) (45,466)
Limited partners -
Net contributed capital (11,229 units
outstanding as of December 31, 1998 and 1999) 4,823,980 4,823,980
Distributions (3,293,328) (3,433,691)
Accumulated deficit (1,161,130) (1,166,399)
----------- -----------
Total limited partners' capital 369,522 223,890
----------- -----------
Total partners' capital (deficit) 325,527 178,424
----------- -----------
Total liabilities and partners' capital (deficit) $ 340,863 $ 187,453
=========== ===========
</TABLE>
The accompanying notes to these financial statements are an integral
part of these financial statements.
10
<PAGE>
JONES PROGRAMMING PARTNERS 2-A, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
-----------------------------------
1997 1998 1999
--------- --------- ---------
<S> <C> <C> <C>
GROSS REVENUES (Notes 2 and 5) $ 215,834 $ 292,569 $ 240,736
COSTS AND EXPENSES:
Costs of filmed entertainment (Note 2) 199,899 19,829 2,117
Distribution fees and expenses (Notes 2 and 5) 92,702 146,077 80,037
Loss on write-down of
film production cost (Note 5) -- 194,907 140,000
Operating, general and
administrative expenses (Note 4) 78,965 30,720 27,549
--------- --------- ---------
Total costs and expenses 371,566 391,533 249,703
--------- --------- ---------
OPERATING LOSS (155,732) (98,964) (8,967)
--------- --------- ---------
OTHER INCOME:
Interest income 37,092 16,782 3,583
Other income -- 20 62
--------- --------- ---------
Total other income 37,092 16,802 3,645
--------- --------- ---------
NET LOSS $(118,640) $ (82,162) $ (5,322)
========= ========= =========
ALLOCATION OF NET LOSS:
General partner $ (1,186) $ (822) $ (53)
========= ========= =========
Limited partners $(117,454) $ (81,340) $ (5,269)
========= ========= =========
NET LOSS PER LIMITED
PARTNERSHIP UNIT $ (10.46) $ (7.24) $ (.47)
========= ========= =========
WEIGHTED AVERAGE NUMBER
OF LIMITED PARTNERSHIP UNITS
OUTSTANDING 11,229 11,229 11,229
========= ========= =========
</TABLE>
The accompanying notes to these financial statements are an integral
part of these financial statements.
11
<PAGE>
JONES PROGRAMMING PARTNERS 2-A, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
-------------------------------------
1997 1998 1999
----------- --------- ---------
<S> <C> <C> <C>
GENERAL PARTNER:
Balance, beginning of period $ (33,479) $ (40,337) $ (43,995)
Distributions (5,672) (2,836) (1,418)
Net loss (1,186) (822) (53)
----------- --------- ---------
Balance, end of period $ (40,337) $ (43,995) $ (45,466)
=========== ========= =========
LIMITED PARTNERS:
Balance, beginning of period $ 1,410,494 $ 731,588 $ 369,522
Distributions (561,452) (280,726) (140,363)
Net loss (117,454) (81,340) (5,269)
----------- --------- ---------
Balance, end of period $ 731,588 $ 369,522 $ 223,890
=========== ========= =========
TOTAL PARTNERS' CAPITAL (DEFICIT) $ 691,251 $ 325,527 $ 178,424
=========== ========= =========
</TABLE>
The accompanying notes to these financial statements are an integral
part of these financial statements.
12
<PAGE>
JONES PROGRAMMING PARTNERS 2-A, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
-----------------------------------
1997 1998 1999
--------- --------- ---------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(118,640) $ (82,162) $ (5,322)
Adjustments to reconcile net loss to net
cash provided by (used in) operating activities:
Amortization of filmed entertainment costs 199,899 19,829 2,117
Amortization of discount (14,207) -- --
Loss on write-down of film production cost -- 194,907 140,000
Decrease in accounts receivable 1,267 12,235 11,476
Decrease in other assets 2,285 -- --
Increase (decrease) in accrued liabilities 116,205 (116,085) 368
Decrease in accounts payable to affiliates (20,484) (1,111) (6,675)
--------- --------- ---------
Net cash provided by operating activities 166,325 27,613 141,964
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from note receivable from
General Partner 389,166 -- --
--------- --------- ---------
Net cash provided by investing activities 389,166 -- --
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to partners (567,124) (425,343) (141,781)
--------- --------- ---------
Net cash used in financing activities (567,124) (425,343) (141,781)
--------- --------- ---------
INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ (11,633) $(397,730) $ 183
CASH AND CASH EQUIVALENTS, beginning of period 537,638 526,005 128,275
--------- --------- ---------
CASH AND CASH EQUIVALENTS, end of period $ 526,005 $ 128,275 $ 128,458
========= ========= =========
</TABLE>
The accompanying notes to these financial statements are an
integral part of these financial statements.
13
<PAGE>
JONES PROGRAMMING PARTNERS 2-A, LTD.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
(1) ORGANIZATION AND BUSINESS
In March 1992, Jones Programming Partners 2-A, Ltd. (the "Partnership"),
was formed as a limited partnership pursuant to the laws of the State of
Colorado to engage in the acquisition, development, production, licensing
and distribution of original entertainment programming. Jones Entertainment
Group, Ltd. is the "General Partner" of the Partnership.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS - The Partnership considers all highly-liquid
investments with a maturity when purchased of three months or less to be
cash equivalents.
FILM REVENUE RECOGNITION - The Partnership recognizes revenue in accordance
with the provisions of Statement of Financial Accounting Standards No. 53
("SFAS No. 53"). Pursuant to SFAS No. 53, revenues from domestic and
international licensing agreements for programming are recognized when such
amounts are known and the film is available for exhibition or telecast, and
when certain other SFAS No. 53 criteria are met. Advances received for
licensing or other purposes prior to exhibition or telecast are deferred
and recognized as revenue when the above conditions are met.
INVESTMENT IN AND ADVANCES FOR FILM PRODUCTIONS - Investment in and
advances for film production consists of advances to production entities
for story rights, production, and film completion costs, and is stated at
the lower of cost or estimated net realizable value. In addition, film
production and overhead fees payable to the General Partner have been
capitalized and included as investment in film production. Film production
costs are amortized based upon the individual-film-forecast method.
Estimated losses, if any, will be provided for in full when determined by
the General Partner (see Note 5.)
DISTRIBUTION COSTS - Commissions, distribution expenses and marketing costs
incurred in connection with domestic and international distribution are
recorded at the time that the related license fees are recorded as revenue
by the Partnership.
USE OF ESTIMATES - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
(3) PARTNERS' CAPITAL (DEFICIT)
The capitalization of the Partnership is set forth in the accompanying
Statements of Partners' Capital (Deficit). No limited partner is or will be
obligated to make any additional contributions to the Partnership. The
General Partner purchased its interest in the Partnership by contributing
$1,000 to Partnership capital.
Profits, losses and distributions of the Partnership are allocated 99
percent to the limited partners and 1 percent to the General Partner until
the limited partners have received distributions equal to 100
14
<PAGE>
percent of their capital contributions plus an annual return thereon of 12
percent, cumulative and non-compounded. Thereafter, profits/losses and
distributions will generally be allocated 80 percent to the limited
partners and 20 percent to the General Partner.
(4) TRANSACTIONS WITH AFFILIATES
As of December 31, 1999, the General Partner, on behalf of the Partnership,
has incurred home video and telecast distribution costs totaling $61,939
relating to "The Whipping Boy," of which $20,907 was reimbursed by the
Partnership out of film distribution proceeds earned during 1996. The
General Partner generally will be entitled to reimbursement of these
remaining costs from the Partnership contingent on the receipt of proceeds
from future home video and telecast distribution of the film. Future
proceeds received from the distribution of "The Whipping Boy" will be
recognized as revenue by the Partnership, net of any remaining distribution
costs reimbursed to the General Partner.
The Partnership reimburses affiliates of the General Partner for certain
allocated administrative personnel expenses. These expenses generally
consist of salaries and related benefits. Allocations of personnel costs
are generally based on actual time spent by affiliated associates with
respect to the Partnership. Such allocated expenses totaled $35,028, $0,
and $0 for the years ended December 31, 1997, 1998 and 1999, respectively.
The Partnership and Jones Documentary Film Corporation ("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 Home
Video Corporation ("GoodTimes"), an unaffiliated entity directly involved
in the specialty home video and international television distribution
business, entered into an agreement to form J/G Distribution Company to
distribute the Bible Programs. J/G Distribution Company was formed in June
1992 and 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). Once the
Partnership is fully recouped, pursuant to the Jones/Agamemnon agreement,
Agamemnon begins to receive part of the revenue. The General Partner
believes that Agamemnon will begin to participate in the Partnership's
interest sometime during 2000. J/G Distribution Company is currently
distributing the Bible Programs in the retail home video market. As of
December 31, 1999, gross sales made by J/G Distribution Company totaled
$3,518,880, of which $1,759,440 has been retained by J/G Distribution
Company for its fees and marketing costs, with the remaining $1,759,440
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 December 31, 1999, the
Partnership had received both the $828,608 due from J/G Distribution and
the $250,000 from A&E. The remaining $51,112 due from J/G Distribution was
received in February 2000.
(5) 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 is
$1,369,764. From
15
<PAGE>
inception to December 31, 1999, the Partnership has recognized $2,009,525
of revenue from this film, of which $888,720 was retained by the
distributors of the film for their fees and marketing costs and $1,069,693
was received by the Partnership as of December 31,1999. The remaining
$51,112 was received by the Partnership in February 2000.
In June 1998, the Partnership fully amortized its net investment in this
film.
"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 December 31, 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. From inception to December 31, 1999,
the Partnership has recognized $2,276,382 of 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 $176,382,
$8,497 was retained by the distributors of the film for their fees and
marketing costs and the remaining $167,885 was received by the Partnership
as of December 31, 1999.
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 writedown 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.
During the fourth quarter of 1999, the General Partner 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 $147,883 exceeded the
film's estimated net realizable value of $7,883 as of December 31, 1999,
resulting in a write-down of $140,000. 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, 1999.
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 December 31, 1999 the
Partnership's net investment in the film, after consideration of
amortization and write-downs, was $7,883.
(6) INCOME TAXES
Income taxes are not reflected in the accompanying financial statements as
such amounts accrue directly to the partners. The Federal and state income
tax returns of the Partnership will be prepared and filed by the General
Partner.
The Partnership's tax returns, the qualification of the Partnership as a
limited partnership for tax purposes, and the amount of distributable
Partnership income or loss are subject to examination by Federal and state
taxing authorities. If such examinations result in changes with respect to
the Partnership's tax status, or the Partnership's recorded income or loss,
the tax liability of the General and limited partners would be adjusted
accordingly.
The Partnership's only significant book-tax difference between the
financial reporting and tax bases of the Partnership's assets and
liabilities is associated with the difference between film production cost
amortization and loss from write-down of film production cost recognized
under generally accepted accounting principles and the amount of expense
allowed for tax purposes. Film production cost
16
<PAGE>
recognized under generally accepted accounting principles exceeded the
amount of expense recognized for tax purposes by approximately $174,000,
$214,000, and $99,000 for the years ended December 31, 1997, 1998, and
1999, respectively.
17
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Partnership itself has no officers or directors. Certain information
concerning directors and executive officers of the General Partner of the
Registrant is set forth below. Each of the directors serves until the next
annual meeting of the shareholders of the General Partner and until their
successors shall be elected and qualified.
<TABLE>
<CAPTION>
NAME AGE POSITIONS WITH THE GENERAL PARTNER
- ---- --- ----------------------------------
<S> <C> <C>
Glenn R. Jones 70 Chairman of the Board, Chief Executive
Officer, and President
Heather O'Mara 33 Executive Vice President
Thom Anema 36 Vice President/Finance and Treasurer
and Chief Accounting Officer
Wilfred N. Cooper, Sr. 69 Director
J. Rodney Dyer 64 Director
</TABLE>
Mr. Glenn R. Jones has served as Chairman of the Board of Directors and
Chief Executive Officer of the General Partner since its inception and he has
served as President of the General Partner since April 1994. Mr. Jones is also
the Chairman of the Board of Directors and Chief Executive Officer of the
General Partner's principal shareholder, Jones 21st Century, Inc., a subsidiary
of Jones International, Ltd. He is also an officer and director of a number of
subsidiaries for Jones International Networks. For more than five years, until
April 1999, Mr. Jones was Chairman of the Board of Directors and Chief Executive
Officer of Jones Intercable, Inc., a multiple system cable television operator.
In addition, Mr. Jones is a member of the Board and Education Council of the
National Alliance of Business. In 1994, Mr. Jones was inducted into Broadcasting
and Cable's Hall of Fame. Mr. Jones received a B.S. in Economics from Allegheny
College and a J.D. from the University of Colorado School of Law.
Ms. Heather O'Mara is the Executive Vice President of the General Partner.
Ms. O'Mara has more than 13 years of experience in new technologies and
entertainment and has filled various roles for the Jones companies since June
1996. Ms. O'Mara holds a Bachelor of Science in Accounting and International
Business from New York University. A Certified Public Accountant, Ms. O'Mara is
a member of both the American and the New York societies of Certified Public
Accountants.
Mr. Thom Anema is the Vice President of Finance and the Treasurer and Chief
Accounting Officer of the General Partner. Mr. Anema has over ten years of
experience in the telecommunications industry and has filled various roles for
Jones companies since November 1988. Prior to joining Jones, Mr. Anema practiced
public accounting with Touche Ross and Company. Mr. Anema holds a Bachelor of
Science in Accounting from Calvin College.
Mr. Wilfred N. Cooper, Sr. became a director of the General Partner in
December 1994. Mr. Cooper has been the principal shareholder and a Director
of WNC & Associates, Inc. since its organization in 1971, of Shelter Resource
Corporation since its organization in 1981 and of WNC Resources, Inc. from
its organization in 1988 through its acquisition by WNC & Associates, Inc. in
1991, serving as President of those companies through June 1992 and as Chief
Executive Officer since June 1992.
Mr. J. Rodney Dyer became a director of the General Partner in December
1994. Mr. Dyer has been the President of Total Creative, Inc. since its
formation in 1967. Rod Dyer Group, Inc. specializes in advertising, marketing
and promotion.
18
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
The Partnership has no employees; however, various personnel are required
to operate its business. Such personnel are employed by the General Partner and,
pursuant to the terms of the Partnership's limited partnership agreement, the
cost of such employment can be charged by the General Partner to the Partnership
as a reimbursement item. See ITEM 13.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
As of March 7, 2000, no person or entity owns more than 5 percent of the
limited partnership interests in the Partnership.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The General Partner and its affiliates engage in certain transactions with
the Partnership as contemplated by the limited partnership agreement of the
Partnership. The General Partner believes that the terms of such transactions,
which are set forth in the Partnership's limited partnership agreement, are
generally as favorable as could be obtained by the Partnership from unaffiliated
parties. This determination has been made by the General Partner in good faith,
but none of the terms were or will be negotiated at arm's-length and there can
be no assurance that the terms of such transactions have been or will be as
favorable as those that could have been obtained by the Partnership from
unaffiliated parties.
As of December 31, 1999, the General Partner, on behalf of the Partnership,
has incurred home video and telecast distribution costs totaling $61,939
relating to "The Whipping Boy," of which $20,907 has been reimbursed by the
Partnership out of film distribution proceeds. The General Partner generally
will be entitled to reimbursement of these remaining costs from the Partnership
contingent on the receipt of proceeds from future home video and telecast
distribution of the film. Future proceeds received from the distribution of "The
Whipping Boy" will be recognized as revenue by the Partnership, net of any
remaining distribution costs reimbursed to the General Partner.
In connection with the distribution of "Charlton Heston Presents: The
Bible," J/G Distribution Company, an affiliate of the General Partner, is
entitled to certain distribution rights and fees. See ITEM 7. MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS for a
description of these distribution rights and fees. As of December 31, 1999,
gross sales made by J/G Distribution Company totaled $3,518,880, of which
$1,759,440 has been retained by J/G Distribution Company for its fees and
marketing costs, with the remaining $1,759,440 belonging 50 percent to the
Partnership and 50 percent to Goodtimes. As of December 31, 1999, the
Partnership had received $828,608 due from J/G Distribution, with the remaining
$51,112 received in the first quarter of 2000.
19
<PAGE>
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) THE FOLLOWING DOCUMENTS ARE FILED AS PART OF THIS REPORT:
1. Financial statements
2. Schedules - Financial Data Schedule.
3. The following exhibits are filed herewith:
4.1 Limited Partnership Agreement. (1)
(1) Incorporated by reference from the Partnership's Annual Report
on Form 10-K for year ended December 31, 1989.
(b) REPORTS ON FORM 8-K:
None.
20
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
JONES PROGRAMMING PARTNERS 2-A, LTD., a
Colorado limited partnership
By Jones Entertainment Group, Ltd.,
its General Partner
By: /s/ Glenn R. Jones
----------------------------
Glenn R. Jones
Chairman of the Board, Chief Executive
Dated: March 23, 2000 Officer and President
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
By: /s/ Glenn R. Jones
----------------------------
Glenn R. Jones
Chairman of the Board, Chief
Executive Officer and President
Dated: March 23, 2000 (Principal Executive Officer)
By: /s/ Heather O'Mara
----------------------------
Heather O'Mara
Dated: March 23, 2000 Executive Vice President
By: /s/ Thom Anema
----------------------------
Thom Anema
Vice President/Finance and Treasurer
Dated: March 23, 2000 Chief Accounting Officer
By: /s/ Wilfred N. Cooper, Sr.
----------------------------
Wilfred N. Cooper, Sr.
Dated: March 23, 2000 Director
By: /s/ J. Rodney Dyer
----------------------------
J. Rodney Dyer
Dated: March 23, 2000 Director
21
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
JONES PROGRAMMING PARTNERS 2-A, LTD., a
Colorado limited partnership
By Jones Entertainment Group, Ltd.,
its General Partner
By:
----------------------------
Glenn R. Jones
Chairman of the Board, Chief
Dated: March 23, 2000 Executive Officer and President
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
By:
----------------------------
Glenn R. Jones
Chairman of the Board, Chief
Executive Officer and President
Dated: March 23, 2000 (Principal Executive Officer)
By:
----------------------------
Heather O'Mara
Dated: March 23, 2000 Executive Vice President
By:
----------------------------
Thom Anema
Vice President/Finance and Treasurer
Dated: March 23, 2000 Chief Accounting Officer
By:
----------------------------
Wilfred N. Cooper, Sr.
Dated: March 23, 2000 Director
By:
----------------------------
J. Rodney Dyer
Dated: March 23, 2000 Director
22
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 128,458
<SECURITIES> 0
<RECEIVABLES> 51,112
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 187,453
<CURRENT-LIABILITIES> 9,029
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 178,424
<TOTAL-LIABILITY-AND-EQUITY> 187,453
<SALES> 0
<TOTAL-REVENUES> 240,736
<CGS> 0
<TOTAL-COSTS> (249,703)
<OTHER-EXPENSES> 62
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,645
<INCOME-PRETAX> (5,322)
<INCOME-TAX> 0
<INCOME-CONTINUING> (5,322)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,322)
<EPS-BASIC> (.47)
<EPS-DILUTED> (.47)
</TABLE>
