UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995
OR
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: 0-15514
AMERICAN ENTERTAINMENT PARTNERS L.P.
(Exact name of registrant as specified in its charter)
Delaware 06-1183659
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) identification No.)
3 World Financial Center, 29th Floor, New York, NY
ATTN: Andre Anderson 10285
(Address of principal executive offices) (Zip code)
(212) 526-3237
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 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
Statements of Financial Condition
(000's Omitted)
September 30, December 31,
Assets 1995 1994
Cash and cash equivalents $ 411 $2,142
Motion pictures released,
net of accumulated
amortization of $54,528 in
1995 and $54,491 in 1994 212 249
Receivable from
Twentieth Century Fox 2,983 2,351
Total Assets $3,606 $4,742
Liabilities and Partners' Capital
Liabilities:
Accounts payable and
accrued expenses $ 36 $ 50
Accrued management fees 150 200
Distribution payable 0 1,538
Total Liabilities 186 1,788
Partners' Capital:
General Partner 7 2
Limited Partners 3,413 2,952
Total Partners' Capital 3,420 2,954
Total Liabilities
and Partners' Capital $3,606 $4,742
Statement of Partners' Capital
For the nine months ended September 30, 1995
(000's Omitted)
General Limited
Partner Partners Total
Balance at December 31, 1994 $ 2 $2,952 $2,954
Net income 5 462 467
Cash distributions 0 (1) (1)
Balance at September 30, 1995 $ 7 $3,413 $3,420
Statements of Operations
(000's Omitted Except Unit Information)
Three months ended Nine months ended
September 30, September 30,
Revenues 1995 1994 1995 1994
Revenues from motion
picture exploitation $ 266 $ 346 $ 707 $1,783
Less: Amortization of
motion picture costs 12 24 37 209
Net Revenues 254 322 670 1,574
Other Income (Expenses)
Interest income 7 6 35 20
Professional fees (7) (2) (29) (26)
Management fees (50) (50) (150) (150)
General and
administrative (19) (17) (59) (60)
Net Other Expenses (69) (63) (203) (216)
Net Income $ 185 $ 259 $ 467 $1,358
Net Income Allocated:
To the General Partner $ 2 $ 3 $ 5 $ 14
To the Limited Partners 183 256 462 1,344
$ 185 $ 259 $ 467 $1,358
Per limited
partnership unit
(63,793.25 outstanding) $2.87 $4.01 $7.24 $21.07
Statements of Cash Flows
For the nine months ended September 30, 1995 and 1994
(000's Omitted)
Cash Flows from Operating Activities: 1995 1994
Net income $ 467 $ 1,358
Adjustments to reconcile net income to net cash
used for operating activities:
Amortization of motion picture costs 37 209
Increase (decrease) in cash
arising from changes
in operating assets and liabilities:
Receivable from Twentieth Century Fox (632) (1,783)
Accrued management fees (50) (50)
Accounts payable and
accrued expenses (14) (37)
Net cash used for operating activities (192) (303)
Cash Flows from Financing Activities:
Cash distributions (1,539) (1,602)
Net cash used for financing activities (1,539) (1,602)
Net decrease in cash and cash equivalents (1,731) (1,905)
Cash and cash equivalents at beginning of period 2,142 2,348
Cash and cash equivalents at end of period $ 411 $ 443
Notes to the Financial Statements
The unaudited interim financial statements should be read in conjunction
with the Partnership's annual 1994 audited financial statements within
Form 10-K.
The unaudited financial statements include all adjustments which are, in the
opinion of management, necessary to present a fair statement of financial
position as of September 30, 1995 and the results of operations for the three
and nine months ended September 30, 1995 and 1994, and cash flows for the nine
months ended September 30, 1995 and 1994, and the statement of changes in
partners' capital for the nine months ended September 30, 1995. Results of
operations for the periods are not necessarily indicative of the results to be
expected for the full year.
No significant events have occurred subsequent to fiscal year 1994, and no
material contingencies exist which would require disclosure in this interim
report per Regulation S-X, Rule 10-01, Paragraph (a)(5).
Part I, Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Liquidity and Capital Resources
The Partnership's principal source of funds is the proceeds received from
Twentieth Century Fox Film Corporation ("Fox") pursuant to the Distribution
Agreement, as defined in the Partnership's prospectus. According to the terms
set forth in the Partnership Agreement, effective January 1993, the Partnership
receives proceeds from Fox on an annual basis. Accordingly, all future cash
distributions from the Partnership's investment in the Joint Venture films will
be paid to Limited Partners on an annual basis.
Pursuant to the terms of the Partnership Agreement, Fox's option to purchase
the Partnership's interests in the Joint Venture films at an appraised fair
market value determined by an independent third party appraisal commenced on
June 30, 1995. At present, the Partnership has received no indication that Fox
intends to exercise this option.
The Partnership's cash balance at September 30, 1995 was approximately $411,000
as compared to approximately $2,142,000 at December 31, 1994. The $1,731,000
decrease is primarily attributable to the payment of the 1994 cash
distribution, totaling approximately $1,538,000, the payment of the
Partnership's 1994 annual management fee in 1995 and the payment of 1995 first,
second and third quarter partnership expenses. The Partnership's cash balance
is expected to provide sufficient liquidity to enable the Partnership to meet
its expenses.
During the third quarter of 1993, the General Partner engaged an independent
audit firm to perform a distribution audit to ensure that the Partnership is
receiving its allocable share of the revenues generated by the Joint Venture
films. The audit was completed during the second quarter of 1994, and the
results indicated that, overall, Fox has properly allocated revenues to the
Partnership. Nevertheless, it was determined that approximately $260,000 of
additional revenue was owed to the Partnership by Fox, of which approximately
$185,000 was received by the Partnership during 1994. In accordance with a
settlement agreement between Fox and the Partnership executed in January 1995,
the Partnership received the remaining $75,000 on February 2, 1995.
The Partnership's receivable from Fox balance totaled approximately $2,983,000
at September 30, 1995, as compared to approximately $2,351,000 at December 31,
1994. The increase is attributable to the Joint Venture's recognition of
$707,000 of revenues for the nine months ended September 30, 1995, offset by
the collection of $75,000 from Fox on February 2, 1995, as mentioned above.
Accounts payable and accrued expenses decreased from approximately $50,000 at
December 31, 1994 to approximately $36,000 at September 30, 1995. The decrease
is primarily attributable to the timing of payments related to the
Partnership's general and administrative expenses.
Accrued management fees decreased from $200,000 at December 31, 1994, which
represents the entire 1994 management fee paid during the 1995 first quarter,
to $150,000 at September 30, 1995, which represents three-fourths of the 1995
management fee.
Distribution payable decreased from approximately $1,538,000 at December 31,
1994 to $0 at September 30, 1995, due to the payment of the 1994 annual cash
distribution during the first quarter of 1995.
Results of Operations For the three and nine months ended September 30, 1995,
the Partnership reported net income of approximately $185,000 and $467,000,
respectively, as compared to approximately $259,000 and $1,358,000 for the same
periods in 1994. The decreases in net income are primarily the result of
decreases in revenues from motion picture exploitation. Motion picture profits
are based on current estimates of ultimate film revenues and costs. These
estimates are subject to review periodically as more information about a film's
distribution becomes available. Such reviews can result in significant
adjustments to prior estimates.
For the three months ended September 30, 1995, the Partnership recognized
revenues from motion picture exploitation and amortization of motion picture
costs with respect to its investment in the released films of approximately
$266,000 and $12,000, respectively, as compared to approximately $346,000 and
$24,000, respectively, for the same period in 1994. For the nine months ended
September 30, 1995, the Partnership recognized revenues from motion picture
exploitation and amortization of motion picture costs with respect to its
investment in the released films of approximately $707,000 and $37,000,
respectively, as compared to approximately $1,783,000 and $209,000,
respectively, for the corresponding period in 1994. The decreases in revenues
from motion picture exploitation in both periods is primarily attributable to
the mature stage of the films. In addition, certain of the Joint Venture films
were available in the syndicated television market during 1994. The
Partnership currentl y receives revenues from the distribution of the films in
ancillary markets.
Interest income for the three and nine months ended September 30, 1995 totaled
$7,000 and $35,000, respectively, compared to $6,000 and $20,000 for the
corresponding periods in 1994. The increases are primarily due to higher
interest rates earned on the Partership's cash balance.
Professional fees for the three and nine months ended September 30, 1995
totaled approximately $7,000 and $29,000, respectively, compared to
approximately $2,000 and $26,000 for the same periods in 1994. The increases
are due to increased legal expense for services rendered in connection with an
audit of the Joint Venture by the city of New York. Total expenses incurred by
the Partnership during the first nine months of 1995 remained relatively
unchanged from the corresponding period in 1994.
PART II OTHER INFORMATION
Items 1-5 Not applicable
Item 6 Exhibits and reports on Form 8-K.
(a) Exhibits
(27) Financial Data Schedule
(b) Reports on Form 8-K - No reports on Form 8-K were filed during
the quarter ended September 30, 1995.
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, thereto duly authorized.
AMERICAN ENTERTAINMENT PARTNERS, L.P.
BY: AEP PREMIERE CORPORATION General Partner
Date: November 14, 1995 BY: /s/Moshe Braver
Name: Moshe Braver
Title: Director and President
Date: November 14, 1995 BY: /s/Joseph Donaldson
Name: Joseph Donaldson
Title: Vice President and Chief
Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 411,000
<SECURITIES> 000
<RECEIVABLES> 2,983,000
<ALLOWANCES> 000
<INVENTORY> 000
<CURRENT-ASSETS> 3,394,000
<PP&E> 000
<DEPRECIATION> 000
<TOTAL-ASSETS> 3,606,000
<CURRENT-LIABILITIES> 186,000
<BONDS> 000
<COMMON> 000
000
000
<OTHER-SE> 3,420,000
<TOTAL-LIABILITY-AND-EQUITY> 3,606,000
<SALES> 000
<TOTAL-REVENUES> 742,000
<CGS> 000
<TOTAL-COSTS> 000
<OTHER-EXPENSES> 275,000
<LOSS-PROVISION> 000
<INTEREST-EXPENSE> 000
<INCOME-PRETAX> 467,000
<INCOME-TAX> 000
<INCOME-CONTINUING> 467,000
<DISCONTINUED> 000
<EXTRAORDINARY> 000
<CHANGES> 000
<NET-INCOME> 467,000
<EPS-PRIMARY> 7.23
<EPS-DILUTED> 000
</TABLE>
