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, 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
Incorporation or Organization Identification No.
3 World Financial Center, 29th Floor, 10285
New York, NY Attn: Andre Anderson Zip Code
Address of Principal Executive Offices
(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) 1997 1996
Assets
Cash and cash equivalents $ 222 $ 2,479
Motion pictures released, net of accumulated
amortization of $54,663 in 1997 and$54,634 in 1996 77 106
Receivable from Twentieth Century Fox 1,158 44
Total Assets $ 1,457 $ 2,629
Liabilities and Partners' Capital
Liabilities:
Distribution payable $ _ $ 1,995
Accrued management fees 150 200
Accounts payable and accrued expenses 45 34
Total Liabilities 195 2,229
Partners' Capital:
General Partner 9 _
Limited Partners 1,253 400
Total Partners' Capital 1,262 400
Total Liabilities and Partners' Capital $ 1,457 $ 2,629
Statement of Partners' Capital
For the nine months ended September 30, 1997
(000's Omitted) General Limited
Partner Partners Total
Balance at December 31, 1996 $ _ $ 400 $ 400
Net income 9 853 862
Balance at September 30, 1997 $ 9 $1,253 $1,262
Statements of Operations
(000's Omitted Except Unit Information)
Three months ended Nine months ended
September 30, September 30,
1997 1996 1997 1996
Net Revenues
Revenues from motion picture
exploitation $ 283 $ 336 $1,114 $1,313
Less: Amortization of motion
picture costs 5 17 29 72
Net Revenues 278 319 1,085 1,241
Other Income (Expenses)
Interest income 4 7 32 40
Management fees (50) (50) (150) (150)
General and administrative (31) (21) (88) (64)
Professional fees (6) (3) (17) (16)
Net Other Expenses (83) (67) (223) (190)
Net Income $ 195 $ 252 $ 862 $1,051
Net Income Allocated:
To the General Partner $ 2 $ 2 $ 9 $ 10
To the Limited Partners 193 250 853 1,041
$ 195 $ 252 $ 862 $1,051
Per limited partnership unit
(63,793.25 outstanding) $3.03 $3.92 $13.38 $16.32
Statements of Cash Flows
For the nine months ended September 30,
(000's Omitted)
1997 1996
Cash Flows From Operating Activities
Net income $ 862 $1,051
Adjustments to reconcile net income to net cash
used for operating activities:
Amortization of motion picture costs 29 72
Increase/(decrease) in cash arising from changes in
operating assets and liabilities:
Receivable from Twentieth Century Fox (1,114) (1,313)
Accrued management fees (50) (50)
Accounts payable and accrued expenses 11 (14)
Net cash used for operating activities (262) (254)
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 (2,257) (3,000)
Cash and cash equivalents, beginning of period 2,479 3,454
Cash and cash equivalents, end of period $ 222 $ 454
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
recurring adjustments which are, in the opinion of management,
necessary to present a fair statement of financial position as of
September 30, 1997 and the results of operations for the three
and nine months ended September 30, 1997 and 1996, the statements
of cash flows for the nine months ended September 30, 1997 and
1996, and the statement of partners' capital for the nine months
ended September 30, 1997. Results of operations for the period
are not necessarily indicative of the results to be expected for
the full year.
The following significant event 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).
Beginning with the first quarter of 1997, 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 years, will now be
reimbursed to the General Partner and its affiliate.
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 Joint Venture, commencing on June
30, 1995, Fox had the right and option to purchase the
Partnership's interest in the Joint Venture films at an appraised
fair market value determined by an independent appraisal. The
Partnership recently received an informal indication from Fox
that it is considering a buyout of the Partnership's interest in
the Joint Venture and may exercise this option within the next
few months. If Fox exercises its option, the Partnership will
attempt to complete the sale of its interest in the Joint Venture
by the end of the second quarter of 1998 and subsequently
dissolve the Partnership. However, there can be no assurance
that a sale will take place or that a sale will be completed
within this time-frame. In the event that Fox does not exercise
its option, the General Partner will explore other opportunities
to dispose of the Partnership's interest and dissolve the
Partnership.
The Partnership's cash balance at September 30, 1997 was
approximately $222,000 as compared to approximately $2,479,000 at
December 31, 1996. The 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 nine months 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
$1,158,000 at September 30, 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 decreased from approximately $200,000 at
December 31, 1996 to $150,000 at September 30, 1997. The balance
at December 31, 1996 represents the entire 1996 management fee,
while the balance at September 30, 1997 represents a nine - month
accrual of the 1997 management fee.
Accounts payable and accrued expenses increased from
approximately $34,000 at December 31, 1996, to approximately
$45,000 at September 30, 1997. The increase is due to the
accrual of 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, that will be reimbursed to the General Partner and
its affiliates.
Results of Operations
For the three and nine months ended September 30, 1997, the
Partnership reported net income of approximately $195,000 and
$862,000, respectively, as compared to approximately $252,000 and
$1,051,000 for the same periods in 1996. The decreases in net
income are primarily the result of a decrease 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, 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 $283,000 and
$5,000, respectively, compared to $336,000 and $17,000 during the
same period in 1996. For the nine months ended September 30,
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
$1,114,000 and $29,000, respectively, compared to $1,313,000 and
$72,000 during the same period in 1996. The decreases in
revenues from motion picture exploitation and amortization of
motion picture costs in both periods are primarily attributable
to decreased 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 and nine months ended September 30,
1997 decreased to approximately $4,000 and $32,000, respectively,
compared to $7,000 and $40,000 for the same periods in 1996. The
decreases are attributable to the Partnership maintaining lower
cash balances in the 1997 period.
General and administrative expenses for the three and nine months
ended September 30, 1997 were approximately $31,000 and $88,000,
respectively, compared to $21,000 and $64,000 for the same
periods in 1996. During the 1997 periods, 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 September 30, 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: November 13, 1997 BY: /s/ Jeffrey C. Carter
President and Director
Date: November 13, 1997 BY: /s/ Michael T. Marron
Vice President and
Chief Financial Officer
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<PERIOD-TYPE> 9-mos
<FISCAL-YEAR-END> Dec-31-1997
<PERIOD-END> Sep-30-1997
<CASH> 222,000
<SECURITIES> 000
<RECEIVABLES> 1,158,000
<ALLOWANCES> 000
<INVENTORY> 000
<CURRENT-ASSETS> 1,380,000
<PP&E> 000
<DEPRECIATION> 000
<TOTAL-ASSETS> 1,457,000
<CURRENT-LIABILITIES> 195,000
<BONDS> 000
<COMMON> 000
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000
<OTHER-SE> 1,262,000
<TOTAL-LIABILITY-AND-EQUITY> 1,457,000
<SALES> 000
<TOTAL-REVENUES> 1,114,000
<CGS> 000
<TOTAL-COSTS> 29,000
<OTHER-EXPENSES> 223,000
<LOSS-PROVISION> 000
<INTEREST-EXPENSE> 000
<INCOME-PRETAX> 862,000
<INCOME-TAX> 000
<INCOME-CONTINUING> 862,000
<DISCONTINUED> 000
<EXTRAORDINARY> 000
<CHANGES> 000
<NET-INCOME> 862,000
<EPS-PRIMARY> 13.38
<EPS-DILUTED> 13.38
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