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, 1997
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 10285-2900
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) 1997 1996
Assets
Cash and cash equivalents $ 465 $ 2,479
Motion pictures released, net of
accumulated amortization of $54,638
in 1997 and $54,634 in 1996 102 106
Receivable from Twentieth Century Fox 661 44
Total Assets $ 1,228 $ 2,629
Liabilities and Partners' Capital
Liabilities:
Distribution payable $ -- $ 1,995
Accrued management fees 250 200
Accounts payable and accrued expenses 30 34
Total Liabilities 280 2,229
Partners' Capital:
General Partner 5 --
Limited Partners 943 400
Total Partners' Capital 948 400
Total Liabilities and
Partners' Capital $ 1,228 $ 2,629
Statement of Partners' Capital
(000's Omitted)
For the three months ended March 31, 1997
General Limited
Partner Partners Total
Balance at December 31, 1996 $ -- $ 400 $ 400
Net income 5 543 548
Balance at March 31, 1997 $ 5 $ 943 $ 948
Statements of Operations
(000's Omitted Except Unit Information)
For the three months ended March 31, 1997 1996
Net Revenues
Revenues from motion picture exploitation $ 617 $ 341
Less: Amortization of motion picture costs 4 19
Net revenues 613 322
Other Income (Expenses)
Interest income 22 26
Management fees (50) (50)
General and administrative (31) (22)
Professional fees (6) (6)
Net Other Expenses (65) (52)
Net Income $ 548 $ 270
Net Income Allocated:
To the General Partner $ 5 $ 3
To the Limited Partners 543 267
$ 548 $ 270
Per limited partnership unit
(63,793.25 outstanding) $ 8.51 $ 4.19
Statements of Cash Flows
(000's Omitted)
For the three months ended March 31, 1997 1996
Cash Flows From Operating Activities
Net income $ 548 $ 270
Adjustments to reconcile net income to net cash
used for operating activities:
Amortization of motion picture costs 4 19
Increase (decrease) in cash arising from
changes in operating assets and liabilities:
Receivable from Twentieth Century Fox (617) (341)
Accrued management fees 50 (150)
Accounts payable and accrued expenses (4) (12)
Net cash used for operating activities (19) (214)
Cash Flows From Financing Activities
Cash distributions (1,995) (2,746)
Net cash used for financing activities (1,995) (2,746)
Net decrease in cash and cash equivalents (2,014) (2,960)
Cash and cash equivalents,
beginning of period 2,479 3,454
Cash and cash equivalents,
end of period $ 465 $ 494
Notes to the Financial Statements
The unaudited interim financial statements should be read in conjunction with
the Partnership's annual 1996 audited financial statements within Form 10-K.
The unaudited financial statements include all normal and reoccurring
adjustments which are, in the opinion of management, necessary to present a
fair statement of financial position as of March 31, 1997 and the results of
operations and cash flows for the three months ended March 31, 1997 and 1996
and the statement of partners' capital for the three months ended March 31,
1997. 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 1996, 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 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, 1997 was approximately $465,000 as
compared to approximately $2,479,000 at December 31, 1996. The $2,014,000
decrease is primarily attributable to the payment of the 1996 cash distribution
in February 1997 totaling approximately $1,995,000 and the payment of
Partnership expenses during the first quarter of 1997. The Partnership's cash
balance is expected to provide sufficient liquidity to enable the Partnership
to fund cash distributions and meet its operating expenses.
On February 20, 1997, the Partnership paid the 1997 annual distribution
totaling $1,995,000 of which $1,976,000 or $30.97 per Unit was paid to the
Limited Partners and approximately $19,000 was paid to the General Partner.
The Partnership's receivable from Fox totaled approximately $661,000 at March
31, 1997 compared to approximately $44,000 at December 31, 1996. The increase
is due to the recognition in 1997 of motion picture revenue due from Fox. As
stated above, the Partnership receives proceeds from Fox on an annual basis.
Accrued management fees increased from $200,000 at December 31, 1996 to
$250,000 at March 31, 1997. The balance at December 31, 1996 represents the
entire 1996 management fee, while the balance at March 31, 1997 represents one
quarter of the 1997 management fee and the entire 1996 management fee, which
was unpaid as of March 31, 1997.
Results of Operations
For the three month period ended March 31, 1997, the Partnership reported net
income of approximately $548,000 as compared to approximately $270,000 for the
same period in 1996. The increase in net income is primarily due to an
increase in revenues generated from motion picture exploitation in foreign pay
and free television markets and the domestic syndicated market. 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 month period ended March 31, 1997, 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
$617,000 and $4,000, respectively, compared to $341,000 and $19,000 during the
same period in 1996. The increases in revenues from motion picture
exploitation are primarily attributable to higher revenue from the home video
sell-through market and from new sales in the U.S. free television market. The
Partnership currently receives revenues from the distribution of the films in
ancillary markets.
General and administrative expenses for the three months ended March 31, 1997
were approximately $31,000, compared to $22,000 for the same period in 1996.
During the 1997 period, certain expenses incurred by an unaffiliated third
party service provider in servicing the Partnership, which were voluntarily
absorbed by affiliates of the General Partner in prior periods, were reimbursed
to the General Partner and its affiliates.
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, 1997.
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 13, 1997 BY: /s/ Moshe Braver
Director and President
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<PERIOD-END> Mar-31-1997
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<ALLOWANCES> 000
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<BONDS> 000
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000
<OTHER-SE> 948,000
<TOTAL-LIABILITY-AND-EQUITY> 1,228,000
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<TOTAL-REVENUES> 617,000
<CGS> 000
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<OTHER-EXPENSES> 65,000
<LOSS-PROVISION> 000
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<INCOME-PRETAX> 548,000
<INCOME-TAX> 000
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<DISCONTINUED> 000
<EXTRAORDINARY> 000
<CHANGES> 000
<NET-INCOME> 548,000
<EPS-PRIMARY> 8.51
<EPS-DILUTED> 8.51
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