American Entertainment Partners L.P.
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 June 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
Incorporation or Organization I.R.S. Employer 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 ____
Balance Sheets At June 30, At December 31,
(000's Omitted) 1997 1996
Assets
Cash and cash equivalents $ 247 $ 2,479
Motion pictures released,
net of accumulated amortization
of $54,658 in 1997 and $54,634 in 1996 82 106
Receivable from Twentieth Century Fox 875 44
Total Assets $ 1,204 $ 2,629
Liabilities and Partners' Capital
Liabilities:
Distribution payable $ _ $ 1,995
Accrued management fees 100 200
Accounts payable and accrued expenses 37 34
Total Liabilities 137 2,229
Partners' Capital:
General Partner 7 _
Limited Partners 1,060 400
Total Partners' Capital 1,067 400
Total Liabilities
and Partners' Capital $ 1,204 $ 2,629
Statement of Partners' Capital
(000's Omitted) General Limited
For the six months ended June 30, 1997 Partner Partners Total
Balance at December 31, 1996 $ _ $ 400 $ 400
Net income 7 660 667
Balance at June 30, 1997 $ 7 $ 1,060 $ 1,067
Statements of Operations
(000's Omitted Except Unit Information)
Three months Six months
ended June 30, ended June 30,
1997 1996 1997 1996
Net Revenues
Revenues from motion
picture exploitation $ 214 $ 636 $ 831 $ 977
Less: Amortization of motion
picture costs 20 36 24 55
Net Revenues 194 600 807 922
Other Income (Expenses)
Interest income 6 7 28 33
Management fees (50) (50) (100) (100)
General and administrative (26) (21) (57) (43)
Professional fees (5) (7) (11) (13)
Net Other Expenses (75) (71) (140) (123)
Net Income $ 119 $ 529 $ 667 $ 799
Net Income Allocated:
To the General Partner $ 1 $ 5 $ 7 $ 8
To the Limited Partners 118 524 660 791
$ 119 $ 529 $ 667 $ 799
Per limited partnership unit
(63,793.25 outstanding) $ 1.84 $8.21 $10.35 $12.40
Statements of Cash Flows
(000's Omitted)
For the six months ended June 30, 1997 1996
Cash Flows From Operating Activities
Net income $ 667 $ 799
Adjustments to reconcile
net income to net cash
used for operating activities:
Amortization of motion picture costs 24 55
Increase (decrease) in cash
arising from changes in
operating assets and liabilities:
Receivable from Twentieth Century Fox (831) (977)
Accrued management fees (100) (100)
Accounts payable and accrued expenses 3 (13)
Net cash used for operating activities (237) (236)
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 (2,232) (2,982)
Cash and cash equivalents, beginning of period 2,479 3,454
Cash and cash equivalents, end of period $ 247 $ 472
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
June 30, 1997 and the results of operations for the three and six
months ended June 30, 1997 and 1996, the statements of cash flows
for the six months ended June 30, 1997 and 1996, and the
statement of partners' capital for the six months ended June 30,
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 June 30, 1997 was approximately
$247,000 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 half 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
$875,000 at June 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 $100,000 at June 30, 1997. The balance at
December 31, 1996 represents the entire 1996 management fee,
while the balance at June 30, 1997 represents one half of the
1997 management fee.
Results of Operations
For the three and six months ended June 30, 1997, the Partnership
reported net income of approximately $119,000 and $667,000,
respectively, as compared to approximately $529,000 and $799,000
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 June 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 $214,000 and
$20,000, respectively, compared to $636,000 and $36,000 during
the same period in 1996. For the six months ended June 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
$831,000 and $24,000, respectively, compared to $977,000 and
$55,000 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.
General and administrative expenses for the three and six months
ended June 30, 1997 were approximately $26,000 and $57,000,
respectively, compared to $21,000 and $43,000 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, will be
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
June 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: August 13, 1997 BY: /s/ Jeffrey C. Carter
President & Director
Date: August 13, 1997 BY: /s/ Daniel M. Palmier
Vice President & Chief Financial
Officer
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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