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 March 31, 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 March 31, At December 31,
(000's Omitted) 1996 1995
Assets
Cash and cash equivalents $ 494 $ 3,454
Motion pictures released, net of
accumulated amortization of $54,556
in 1996 and $54,537 in 1995 184 203
Receivable from Twentieth Century Fox 618 277
Total Assets $ 1,296 $ 3,934
Liabilities and Partners' Capital
Liabilities:
Distribution payable $ _ $ 2,740
Accrued management fees 50 200
Accounts payable and accrued expenses 38 50
Total liabilities 88 2,990
Partners' Capital:
General Partner 3 _
Limited Partners 1,205 944
Total Partners' capital 1,208 944
Total Liabilities and
Partners' Capital $ 1,296 $ 3,934
Statement of Partners' Capital
For the three months ended March 31, 1996
(000's Omitted) General Limited
Partner Partners Total
Balance at December 31, 1995 $ _ $ 944 $ 944
Net income 3 267 270
Distributions _ (6) (6)
Balance at March 31, 1996 $ 3 $ 1,205 $ 1,208
Statements of Operations
For the three months ended March 31,
(000's Omitted Except Unit Information) 1996 1995
Net Revenues
Revenues from motion picture exploitation $ 341 $ 236
Less: Amortization of motion picture costs 19 15
Net revenues 322 221
Other Income (Expenses)
Interest income 26 19
Management fees (50) (50)
General and administrative (22) (20)
Professional fees (6) (8)
Net Other Expenses (52) (59)
Net Income $ 270 $ 162
Net Income Allocated:
To the General Partner $ 3 $ 2
To the Limited Partners 267 160
$ 270 $ 162
Per limited partnership unit
(63,793.25 outstanding) $ 4.19 $ 2.50
Statements of Cash Flows
For the three months ended March 31,
(000's Omitted)
1996 1995
Cash Flows From Operating Activities
Net income $ 270 $ 162
Adjustments to reconcile net income to net cash
used for operating activities:
Amortization of motion picture costs 19 15
Increase (decrease) in cash arising from changes in
operating assets and liabilities
Receivable from Twentieth Century Fox (341) (161)
Accrued management fees (150) (150)
Accounts payable and accrued expenses (12) (8)
Net cash used for operating activities (214) (142)
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 (2,960) (1,681)
Cash and cash equivalents, beginning of period 3,454 2,142
Cash and cash equivalents, end of period $ 494 $ 461
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 March 31, 1996 and the results of operations and cash flows for
the three months ended March 31, 1996 and 1995 and the statement of changes in
partner's capital (deficit) for the three months ended March 31, 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 March 31, 1996 was approximately $494,000 as
compared to approximately $3,454,000 at December 31, 1995. The $2,960,000
decrease is primarily attributable to 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 in the first quarter of
1996. The Partnership's cash balance is expected to provide sufficient
liquidity to enable the Partnership to meet its expenses.
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 March 31, 1996.
The Partnership's receivable from Fox balance totaled approximately $618,000 at
March 31, 1996 compared to approximately $277,000 at December 31, 1995. The
increase is attributable to the Joint Venture's recognition of $341,000 of
revenues for the three months ended March 31, 1996.
Accrued management fees decreased from $200,000 at December 31, 1995, which
represents the entire 1995 management fee paid during the first quarter of
1996, to $50,000 at March 31, 1996, which represents one quarter of the 1996
management fee.
Accounts payable and accrued expenses decreased from approximately $50,000 at
December 31, 1995 to approximately $38,000 at March 31, 1995. 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 months ended March 31, 1996, the Partnership reported net income
of approximately $270,000 as compared to approximately $162,000 for the same
period in 1995. The increase in net income is 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 March 31, 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 $341,000 and
$19,000, respectively, compared to $236,000 and $15,000 during the same period
in 1995. The increases in revenues from motion picture exploitation and
amortization of motion picture costs 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.
Interest income for the three months ended March 31, 1996 totaled $26,000
compared to $19,000 during the same period in 1995. The increase is primarily
due to the Partnership maintaining a higher cash balance during the 1996
period.
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 March 31, 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: May 15, 1996 BY: /s/ Moshe Braver
Director and President
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<PERIOD-TYPE> 3-mos
<FISCAL-YEAR-END> Dec-31-1996
<PERIOD-END> Mar-31-1996
<CASH> 494,000
<SECURITIES> 000
<RECEIVABLES> 618,000
<ALLOWANCES> 000
<INVENTORY> 000
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<PP&E> 000
<DEPRECIATION> 000
<TOTAL-ASSETS> 1,296,000
<CURRENT-LIABILITIES> 88,000
<BONDS> 000
<COMMON> 000
000
000
<OTHER-SE> 1,208,000
<TOTAL-LIABILITY-AND-EQUITY> 1,296,000
<SALES> 000
<TOTAL-REVENUES> 367,000
<CGS> 000
<TOTAL-COSTS> 19,000
<OTHER-EXPENSES> 78,000
<LOSS-PROVISION> 000
<INTEREST-EXPENSE> 000
<INCOME-PRETAX> 270,000
<INCOME-TAX> 000
<INCOME-CONTINUING> 270,000
<DISCONTINUED> 000
<EXTRAORDINARY> 000
<CHANGES> 000
<NET-INCOME> 270,000
<EPS-PRIMARY> $4.19
<EPS-DILUTED> 000
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