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, 1996
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 Identification No.
Incorporation or Organization
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 ____
Balance Sheets At September 30, At December 31,
(000's Omitted) 1996 1995
Assets
Cash and cash equivalents $ 454 $ 3,454
Motion pictures released, net of
accumulated amortization of
$54,609 in 1996 and $54,537 in 1995 131 203
Receivable from Twentieth Century Fox 1,590 277
Total Assets $ 2,175 $ 3,934
Liabilities and Partners' Capital
Liabilities:
Distribution payable $ -- $ 2,740
Accrued management fees 150 200
Accounts payable and accrued expenses 36 50
Total Liabilities 186 2,990
Partners' Capital:
General Partner 10 --
Limited Partners 1,979 944
Total Partners' Capital 1,989 944
Total Liabilities and
Partners' Capital $ 2,175 $ 3,934
Statement of Partners' Capital
For the nine months ended September 30, 1996
(000's Omitted)
General Limited
Partner Partners Total
Balance at December 31, 1995 $ -- $ 944 $ 944
Net income 10 1,041 1,051
Distributions -- (6) (6)
Balance at September 30, 1996 $ 10 $ 1,979 $ 1,989
Statements of Operations
(000's Omitted Except Unit Information)
Three months ended Nine months ended
September 30, September 30,
1996 1995 1996 1995
Net Revenues
Revenues from motion
picture exploitation $ 336 $ 266 $ 1,313 $ 707
Less: Amortization of
motion picture costs 17 12 72 37
Net Revenues 319 254 1,241 670
Other Income (Expenses)
Interest income 7 7 40 35
Management fees (50) (50) (150) (150)
General and administrative (21) (19) (64) (59)
Professional fees (3) (7) (16) (29)
Net Other Expenses (67) (69) (190) (203)
Net Income $ 252 $ 185 $ 1,051 $ 467
Net Income Allocated:
To the General Partner $ 2 $ 2 $ 10 $ 5
To the Limited Partners 250 183 1,041 462
$ 252 $ 185 $ 1,051 $ 467
Per limited partnership unit
(63,793.25 outstanding) $ 3.92 $ 2.87 $ 16.32 $ 7.24
Statements of Cash Flows
For the nine months ended September 30,
(000's Omitted)
1996 1995
Cash Flows From Operating Activities
Net income $ 1,051 $ 467
Adjustments to reconcile net income
to net cash used for operating activities:
Amortization of motion picture costs 72 37
Decrease in cash arising from changes in
operating assets and liabilities:
Receivable from Twentieth Century Fox (1,313) (632)
Accrued management fees (50) (50)
Accounts payable and accrued expenses (14) (14)
Net cash used for operating activities (254) (192)
Cash Flows From Financing Activities
Cash distributions (2,746) (1,539)
Net cash used for financing activities (2,746) (1,539)
Net decrease in cash and cash equivalents (3,000) (1,731)
Cash and cash equivalents, beginning of period 3,454 2,142
Cash and cash equivalents, end of period $ 454 $ 411
Notes to the Financial Statements
The unaudited interim financial statements should be read in conjunction with
the Partnership's annual 1995 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, 1996 and the results of operations for the three
and nine months ended September 30, 1996 and 1995, the statements of cash flows
for the nine months ended September 30, 1996 and 1995, and the statement of
partners' capital for the nine months ended September 30, 1996. Results of
operations for the period are not necessarily indicative of the results to be
expected for the full year.
No significant events have occurred subsequent to fiscal year 1995, 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 ("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, 1996 was approximately $454,000
as compared to approximately $3,454,000 at December 31, 1995. The $3,000,000
decrease reflects the payment of the 1995 cash distribution totaling
approximately $2,740,000, the payment of the Partnership's 1995 annual
management fee and the payment of Partnership expenses during 1996. The
Partnership's cash balance is expected to provide sufficient liquidity to
enable the Partnership to meet its expenses.
The Partnership's receivable from Fox totaled approximately $1,590,000 at
September 30, 1996 compared to approximately $277,000 at December 31, 1995. The
increase is attributable to the Joint Venture's recognition of $1,313,000 of
revenues for the nine months ended September 30, 1996.
The payment of the Partnership's 1995 annual distribution in February 1996 was
the reason distribution payable decreased from $2,740,000 at December 31, 1995
to $0 at September 30, 1996.
Accrued management fees decreased from approximately $200,000 at December 31,
1995, which represents the entire 1995 management fee paid during the first
quarter of 1996, to $150,000 at September 30, 1996, which represents nine
months of the 1996 management fee.
Accounts payable and accrued expenses decreased from approximately $50,000 at
December 31, 1995 to approximately $36,000 at September 30, 1996. The decrease
is primarily attributable to the timing of payments related to the
Partnership's general and administrative expenses.
Results of Operations
For the three and nine months ended September 30, 1996, the Partnership
reported net income of approximately $252,000 and $1,051,000, respectively, as
compared to approximately $185,000 and $467,000 for the same periods in 1995.
The increases in net income are primarily the result of an increase 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, 1996, 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
$336,000 and $17,000, respectively, compared to $266,000 and $12,000 during the
same period in 1995. For the nine months ended September 30, 1996, 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 $1,313,000 and $72,000, respectively, compared
to $707,000 and $37,000 during the same period in 1995. The increases in
revenues from motion picture exploitation and amortization of motion picture
costs in both periods are primarily attributable to increased revenue from the
foreign pay and free television markets and domestic syndicated television
markets. The Partnership currently receives nearly all of its revenues from
the distribution of the films in ancillary markets.
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, 1996.
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.
AMERICAN ENTERTAINMENT PARTNERS L.P.
BY: AEP PREMIERE CORPORATION
General Partner
Date: November 14, 1996 BY: /s/ Moshe Braver
Director, President and Chief Financial Officer
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<FISCAL-YEAR-END> Dec-31-1996
<PERIOD-END> Sep-30-1996
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