BOSTON CELTICS LIMITED PARTNERSHIP
10-Q, 1997-05-09
AMUSEMENT & RECREATION SERVICES
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<PAGE>  1

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   Form 10-Q


                QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


        For Quarter Ended March 31, 1997       Commission File No. 19324


                       Boston Celtics Limited Partnership
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


              Delaware                                04-2936516
- -------------------------------------------------------------------------------
    (State or other jurisdiction of                (I.R.S. Employer
     incorporation or organization)             Identification Number)


       151 Merrimac Street, Boston, MA                   02114
- -------------------------------------------------------------------------------
  (Address of principal executive offices)             (Zip code)


                                 (617) 523-6050
- -------------------------------------------------------------------------------
              (Registrant's telephone number including area code)


Indicate by checkmark  whether the registrant (1) has filed reports required to
be filed by Section 13 or 15(d) of the  Securities  Exchange Act of 1934 during
the  preceding 12 months and (2) has been  subject to such filing  requirements
for the past 90 days.

                           Yes  [X]           No  [ ]

The number of Units  outstanding  as of March 31, 1997 was 5,096,164 of Limited
Partnership Interest.














<PAGE>  2

                         Part I - Financial Information

Item I - Financial Statements

                       BOSTON CELTICS LIMITED PARTNERSHIP
                                and Subsidiaries
                          Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                            March 31,          June 30,
                                                                              1997               1996
                                                                          -------------      -------------
                                                                           (Unaudited)

<S>                                                                       <C>                <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents                                               $   8,181,648      $   5,982,128
  Marketable securities                                                      37,316,541         46,763,501
  Other short term investments                                               48,913,333         78,723,365
  Accounts receivable (less allowance for doubtful accounts of 
   $10,000 in March and in June)                                                764,184          3,777,729
  Deferred game costs                                                         4,428,097
  Prepaid income taxes                                                          332,895
  Prepaid expenses                                                            2,001,338            656,396
                                                                          --------------------------------
      TOTAL CURRENT ASSETS                                                  101,938,036        135,903,119

PROPERTY AND EQUIPMENT, net of depreciation of $666,099 in 
 March and $526,469 in June                                                     874,576          1,184,813
NATIONAL BASKETBALL ASSOCIATION FRANCHISE, net of amortization
 of $2,120,800 in March and $2,005,120 in June                                4,048,781          4,164,461
OTHER INTANGIBLE ASSETS, net of amortization of $44,468 in 
 March and $36,621 in June                                                      906,092            913,939
OTHER ASSETS                                                                  7,953,518          3,067,140
                                                                          --------------------------------
                                                                          $ 115,721,003      $ 145,233,472
                                                                          ================================

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
CURRENT LIABILITIES
  Accounts payable and accrued expenses                                   $   7,236,634      $  15,308,610
  Deferred game revenues                                                      2,925,255          4,629,704
  Ticket refunds payable                                                        110,219            111,711
  Federal and state income taxes payable                                                           539,325
  Notes payable                                                              16,145,699         15,353,949
  Deferred compensation - current portion                                     1,804,365          4,345,367
                                                                          --------------------------------
      TOTAL CURRENT LIABILITIES                                              28,222,172         40,288,666

DEFERRED REVENUES - noncurrent portion                                          699,871            699,871
DEFERRED FEDERAL AND STATE INCOME TAXES                                      20,100,000         20,100,000
LONG-TERM DEBT - noncurrent portion                                          50,000,000         50,000,000
DEFERRED COMPENSATION - noncurrent portion                                   10,788,229         11,749,666
OTHER NON-CURRENT LIABILITIES                                                 7,083,438          5,875,000


<PAGE>  3

PARTNERS' CAPITAL (DEFICIT)
  Boston Celtics Limited Partnership -
    General Partner                                                             334,478            284,422
    Limited Partners                                                         (2,200,649)        15,688,456
                                                                           -------------------------------
                                                                             (1,866,171)        15,972,878
  Celtics Limited Partnership - General Partner                                  52,933            (92,988)
  Boston Celtics Communications Limited Partnership - General
   Partner                                                                      640,531            640,379
                                                                           -------------------------------
TOTAL PARTNERS' CAPITAL (DEFICIT)                                            (1,172,707)        16,520,269
                                                                           -------------------------------
                                                                           $ 115,721,003     $ 145,233,472
                                                                           ===============================
</TABLE>



See notes to consolidated financial statements.







































<PAGE>  4

                       BOSTON CELTICS LIMITED PARTNERSHIP
                                and Subsidiaries
                       Consolidated Statements of Income
                                   Unaudited

<TABLE>
<CAPTION>
                                                                    Nine Months Ended               Three Months Ended
                                                               ----------------------------    ----------------------------
                                                                 March 31,       March 31,       March 31,       March 31,
                                                                   1997            1996            1997            1996
                                                               ------------    ------------    ------------    ------------
<S>                                                            <C>             <C>             <C>             <C>
Revenues:
  Basketball regular season -
    Ticket sales                                               $ 27,523,000    $ 30,233,000    $ 16,860,000    $ 18,563,000
    Television and radio broadcast rights fees                   19,369,000      18,551,000      12,295,000      11,366,000
    Other, principally promotional advertising                    7,603,000       6,893,000       4,710,000       4,133,000
                                                               ------------------------------------------------------------
                                                                 54,495,000      55,677,000      33,865,000      34,062,000
                                                               ------------------------------------------------------------
Costs and expenses:
  Basketball regular season -
    Team                                                         28,175,000      25,035,000      16,930,000      16,492,000
    Game                                                          2,153,000       2,025,000       1,440,000       1,238,000
  General and administrative                                      9,114,742      10,669,094       3,215,798       4,568,821
  Selling and promotional                                         3,309,145       2,150,549       1,834,650       1,030,763
  Depreciation                                                      139,630         135,496          42,660          60,471
  Amortization of NBA franchise and other intangible assets         123,527         123,527          41,175          41,175
                                                               ------------------------------------------------------------
                                                                 43,015,044      40,138,666      23,504,283      23,431,230
                                                               ------------------------------------------------------------
                                                                 11,479,956      15,538,334      10,360,717      10,630,770
Interest expense                                                 (4,459,947)     (4,056,778)     (1,418,174)     (1,335,670)
Interest income                                                   4,922,078       6,243,343       1,258,649       2,071,667
Net realized and unrealized gains on disposition of assets
 and investments                                                    400,204         179,023           4,848          (3,483)
                                                               ------------------------------------------------------------
Income from continuing operations before income taxes            12,342,291      17,903,922      10,206,040      11,363,284
Provision for income taxes                                        1,000,000       1,350,000         200,000         450,000
                                                               ------------------------------------------------------------
Income from continuing operations                                11,342,291      16,553,922      10,006,040      10,913,284
Discontinued operations:
  Income from discontinued operations (less applicable 
   income taxes of $30,000)                                                          82,806
  Gain from disposal of discontinued operations (less 
   applicable income taxes of $17,770,000)                                       38,330,907
                                                               ------------------------------------------------------------
Net income                                                       11,342,291      54,967,635      10,006,040      10,913,284
Net income applicable to interests of General Partners              258,035       1,282,746         215,520         236,714
                                                               ------------------------------------------------------------
Net income applicable to interests of Limited Partners         $ 11,084,256    $ 53,684,889    $  9,790,520    $ 10,676,570
                                                               ============================================================





<PAGE>  5

Per unit:
  Income from continuing operations                            $       1.92    $       2.72    $       1.83    $       1.84
  Net income                                                   $       1.92    $       8.99    $       1.83    $       1.84
  Average units outstanding throughout the period                 5,773,306       5,970,396       5,349,685       5,804,917
</TABLE>


See notes to consolidated financial statements.


















































<PAGE>  6

                       BOSTON CELTICS LIMITED PARTNERSHIP
                                and Subsidiaries
                     Consolidated Statements of Cash Flows
                                   Unaudited
<TABLE>
<CAPTION>
                                                                     For the Nine Months Ended
                                                                  -------------------------------
                                                                    March 31,         March 31,
                                                                      1997              1996
                                                                  -------------      ------------
<S>                                                               <C>                <C>
CASH FLOWS FROM (USED BY) OPERATING ACTIVITIES
Receipts:
  Basketball regular season receipts:
    Ticket sales                                                  $  26,615,739      $ 27,643,129
    Television and radio broadcast rights fees                       15,152,558        13,696,098
    Other, principally promotional advertising                        5,661,903         6,112,470
                                                                  -------------------------------
                                                                     47,430,200        47,451,697
Costs and expenses:
  Basketball regular season expenditures:
    Team expenses                                                    27,930,313        20,429,292
    Game expenses                                                     1,902,806         2,271,221
  General and administrative expenses                                12,832,125        11,238,412
  Selling and promotional expenses                                    2,867,595         1,920,418
                                                                  -------------------------------
                                                                     45,532,839        35,859,543
                                                                  -------------------------------
                                                                      1,897,361        11,592,154
Interest expense                                                     (3,323,118)       (2,740,984)
Interest income                                                       5,129,937         7,406,523
Ticket refunds paid                                                      (1,492)
Proceeds from league expansion                                                          4,490,673
Payment of income taxes                                              (1,872,220)       (4,972,199)
Payment of deferred compensation                                     (3,814,344)       (4,149,350)
                                                                  -------------------------------
  NET CASH FLOWS FROM (USED BY) CONTINUING OPERATIONS                (1,983,876)       11,626,817
  NET CASH FLOWS USED BY DISCONTINUED OPERATIONS                                       (2,935,980)
                                                                  -------------------------------
  NET CASH FLOWS FROM (USED BY) OPERATING ACTIVITIES                 (1,983,876)        8,690,837
CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of:
    Marketable securities                                           (30,996,438)      (42,696,996)
    Short term investments                                         (505,600,000)      (40,025,000)
  Proceeds from sales of:
    Marketable securities                                            40,466,725        40,388,248
    Short term investments                                          529,300,000        28,250,000
  Proceeds from the sale of BCBLP                                                      79,200,000
  Cash portion of net assets of Boston Celtics Broadcasting 
   Limited Partnership sold                                                            (1,602,071)
  Capital expenditures                                                  (51,746)         (787,633)
  Other receipts (expenditures)                                        (119,269)        1,631,556
                                                                  -------------------------------
  NET CASH FLOWS FROM INVESTING ACTIVITIES                           32,999,272        64,358,104
                                                                  -------------------------------
</TABLE>

<PAGE>  7

                       BOSTON CELTICS LIMITED PARTNERSHIP
                                and Subsidiaries
               Consolidated Statements of Cash Flows (Continued)
                                   Unaudited

<TABLE>
<CAPTION>
                                                                     For the Nine Months Ended
                                                                  -------------------------------
                                                                    March 31,          March 31,
                                                                      1997               1996
                                                                  -------------      ------------
<S>                                                               <C>                <C>
  NET CASH FLOWS FROM OPERATING AND INVESTING ACTIVITIES             31,015,396        73,048,941

CASH FLOWS FROM (USED BY) FINANCING ACTIVITIES
  Payment of bank borrowings                                                          (80,000,000)
  Purchase of Boston Celtics Limited Partnership units              (22,880,000)       (1,941,450)
  Cash distributions:
    To Fox Television Stations, Inc. from Boston Celtics 
     Broadcasting Limited Partnership                                                  (7,797,244)
    To limited partners of Boston Celtics Limited Partnership        (5,935,876)       (9,632,083)
    To General Partners                                                                  (217,887)
                                                                  -------------------------------
    NET CASH FLOWS USED BY FINANCING ACTIVITIES                     (28,815,876)      (99,588,664)
                                                                  -------------------------------
    NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS              2,199,520       (26,539,723)
Cash and cash equivalents at beginning of period                      5,982,128        39,563,015
                                                                  -------------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                        $   8,181,648      $ 13,023,292
                                                                  ===============================

Non-cash investing and financing activities:
  Conversion of convertible subordinated note payable for 25%
   interest in Boston Celtics Broadcasting Limited Partnership                       $ 10,000,000
  Notes payable for acquisition of Boston Celtics Limited 
   Partnership units                                                                 $ 14,365,096
  Net non-cash assets of Boston Celtics Broadcasting Limited 
   Partnership sold                                                                  $  9,517,608
</TABLE>


See notes to consolidated financial statements.















<PAGE>  8

                   Notes to Consolidated Financial Statements

- -------------------------------------------------------------------------------
              BOSTON CELTICS LIMITED PARTNERSHIP AND SUBSIDIARIES
- -------------------------------------------------------------------------------


Note 1 - Boston Celtics Limited  Partnership (the "Boston  Celtics",  "BCLP" or
the  "Partnership")  a Delaware  limited  partnership,  through Celtics Limited
Partnership ("CLP"),  its 99% owned limited partnership,  owns and operates the
Boston  Celtics  professional   basketball  team  of  the  National  Basketball
Association, and through BCCLP Holding Corporation ("Holdings"), a wholly-owned
subsidiary  of BCLP,  owns Celtics  Capital  Corporation  ("CCC")  (which holds
investments)  and  through  Celtics   Investments   Incorporated   ("CII"),   a
wholly-owned  subsidiary  of BCLP,  and itself owns a 99%  limited  partnership
interest in Boston Celtics  Communications  Limited Partnership ("BCCLP") which
owned a 99% limited partnership interest in Boston Celtics Broadcasting Limited
Partnership  ("BCBLP") until its sale on July 7, 1995. BCBLP owned and operated
Television  Station  WFXT - Channel 25  ("WFXT") of Boston,  Massachusetts  and
BCCLP  owned and  operated  Radio  Station  WEEI - 590 AM  ("WEEI")  of Boston,
Massachusetts  until its sale on June 30, 1994. The General  Partner of BCLP is
Celtics,  Inc. ("CI"); the General Partner of CLP is Boston Celtics Corporation
("BCC");  and the  General  Partner  of BCCLP is Celtics  Communications,  Inc.
("CCI"). The General Partners of BCLP, CLP and BCCLP are Delaware  corporations
whose sole stockholders are Paul Gaston, Don Gaston (father of Paul Gaston) and
an affiliate. The consolidated financial statements include the accounts of the
Partnership,  CLP, Holdings,  CCC, CII and their subsidiary  partnerships.  All
intercompany transactions are eliminated in consolidation.


Note 2 - The unaudited  interim  consolidated  financial  statements  have been
prepared in  accordance  with  generally  accepted  accounting  principles  for
interim financial  statements and with instructions to Form 10-Q and Article 10
of Regulation S-X. Accordingly,  they do not include all of the information and
footnotes  required by generally  accepted  accounting  principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal  recurring  accruals)  necessary  for a fair  presentation  have been
included  therein.  Operating results for interim periods are not indicative of
the results that may be expected for the full year.  Such financial  statements
should be read in conjunction  with the consolidated  financial  statements and
footnotes  thereto  of Boston  Celtics  Limited  Partnership  and  Subsidiaries
included in the annual report on Form 10-K for the year ended June 30, 1996 and
the Forms 10-Q for the quarters ended September 30, 1996 and December 31, 1996.


Note 3 - Revenues and costs  applicable to the regular season are recognized in
income  proportionately  over the 82 games  played in the regular  season.  The
excess of revenue received or costs incurred over amounts  recognized in income
are  included  in  Deferred  game  costs  or  Deferred  game  revenues  on  the
consolidated Balance Sheets.








<PAGE>  9


Note 4 - In February  1997,  the Financial  Accounting  Standards  Board issued
Statement No. 128, Earnings per Share ("Statement  128"),  which is required to
be adopted on December 31, 1997. At that time,  the Company will be required to
change the method  currently  used to compute  earnings per unit and to restate
all prior periods.  Under the new requirements for calculating primary earnings
per unit,  the  dilutive  effect of rights  to  purchase  units of  Partnership
interest  will be excluded.  The impact is expected to result in an increase in
primary  income from  continuing  operations per unit for the nine months ended
March 31,  1997 and March 31,  1996 of $0.08 and $0.07 per unit,  respectively,
and is expected to result in an increase in primary net income per unit for the
nine  months  ended  March  31,  1997 and March  31,  1996 of $0.08 and  $0.26,
respectively. The impact is expected to result in an increase in primary income
from  continuing  operations  per unit and  primary net income per unit for the
three  months  ended  March 31,  1997 and March 31, 1996 of $0.09 and $0.05 per
unit,  respectively.  The impact of Statement 128 on the  calculation  of fully
diluted  income from  continuing  operations per unit for these quarters is not
expected to be material.








































<PAGE> 10

               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations

- -------------------------------------------------------------------------------
              BOSTON CELTICS LIMITED PARTNERSHIP AND SUBSIDIARIES
- -------------------------------------------------------------------------------
General

      The Partnership had consolidated net income of $11,342,000,  or $1.92 per
unit,  on revenues of  $54,495,000  in the nine  months  ended March 31,  1997,
compared with  consolidated  net income of  $54,968,000,  or $8.99 per unit, on
revenues of $55,677,000  in the nine months ended March 31, 1996.  Consolidated
net income in the nine months ended March 31, 1996  included a gain on the sale
of BCBLP in the  amount  of  $38,331,000  and  income  from  this  discontinued
operation  of  $83,000.   The  Partnership  had   consolidated  net  income  of
$10,006,000,  or $1.83 per unit, on revenues of $33,865,000 in the three months
ended March 31, 1997, compared with consolidated net income of $10,913,000,  or
$1.84 per unit, on revenues of  $34,062,000 in the three months ended March 31,
1996. The Partnership had consolidated cash flows used by operating  activities
of   $1,984,000  in  the  nine  months  ended  March  31,  1997  compared  with
consolidated  cash flows from  operating  activities  of $8,691,000 in the nine
months  ended  March 31,  1996.  The  decrease  in cash  flows  from  operating
activities   is  primarily   due  to  increased   payments  for  team  expenses
($7,501,000)  and the receipt in the nine months ended March 31, 1996 of league
expansion payments  ($4,491,000)  partially offset by a reduction in income tax
payments ($3,100,000).

      The Boston Celtics derive revenues  principally  from the sale of tickets
to home games and the licensing of television,  cable network and radio rights.
A large portion of the Boston Celtics'  annual revenues and operating  expenses
are determinable at the commencement of each basketball  season based on season
ticket sales and the Boston Celtics' multi-year  contracts with its players and
broadcast organizations.

      For financial reporting  purposes,  the Boston Celtics recognize revenues
and expenses on a game-by-game basis.  Because the NBA regular season begins in
November, the first quarter which ends on September 30th will generally include
limited or no  revenue  and will  reflect a loss  attributable  to general  and
administrative  expenses incurred in the quarter. Based on the present NBA game
schedule, the Partnership will generally recognize  approximately  one-third of
its annual regular season revenue in the second quarter, approximately one-half
of such revenue in the third quarter and the  remainder in the fourth  quarter,
and it will recognize any playoff revenue in the fourth quarter.


Results of Operations

      The following discussion compares results of continuing operations of the
Partnership and its  subsidiaries  for the nine-month and  three-month  periods
ended March 31, 1997 with the  nine-month and  three-month  periods ended March
31, 1996.

      The  Boston  Celtics  recognize  revenues  and  direct  expenses  for the
basketball operations ratably over the regular season games played.




<PAGE> 11

      Revenues from ticket sales recognized in income  decreased  $2,710,000 or
9% in the nine-month period ended March 31, 1997 compared to the same period in
1996 as a  result  of  decreased  ticket  sales.  Revenues  from  ticket  sales
recognized in income decreased $1,703,000 or 9% in the three-month period ended
March 31, 1997  compared  to the same  period in 1996 as a result of  decreased
ticket sales  ($2,083,000),  partially  offset by the result of the team having
played one more game in the  three-month  period  ended  March 31, 1997 than in
1996 ($380,000). Ticket prices were not increased for the 1996-1997 season.

      Television and radio revenues  increased $818,000 or 4% in the nine-month
period ended March 31, 1997, compared to the same period in 1996 as a result of
an increase in revenue from the national  network and cable  television  rights
agreements.  Television  and radio  revenues  increased  $929,000  or 8% in the
three-month  period ended March 31, 1997 compared to the same period in 1996 as
a result  of an  increase  in  revenue  from the  national  network  and  cable
television rights  agreements  ($660,000) as well as the team having played one
more  game  in the  three-month  period  ended  March  31,  1997  than  in 1996
($269,000).

      Other regular season revenues increased $710,000 or 10% in the nine-month
period ended March 31, 1997  compared to the same period in 1996 as a result of
increased  promotional income. Other regular season revenues increased $577,000
or 14% in the  three-month  period  ended March 31,  1997  compared to the same
period in 1996 as a result of increased  promotional  income ($471,000) as well
as the team having played one more game in the  three-month  period ended March
31, 1997 than in 1996 ($106,000).

      Team expenses increased  $3,140,000 or 13% in the nine-month period ended
March 31, 1997  compared to the same  period in 1996  primarily  as a result of
increases  in  player   compensation   ($2,066,000)  and  other  team  expenses
($1,074,000).  Team expenses increased $438,000 or 3% in the three-month period
ended March 31, 1997 compared to the same period in 1996  primarily as a result
of increases in player compensation and the team having played one more game in
the three-month period ended March 31, 1997 than in 1996.

      Game expenses  increased  $128,000 or 6% in the  nine-month  period ended
March 31, 1997 compared to the same period in 1996, primarily as a result of an
increase in game production  expenses.  Game expenses increased $202,000 or 16%
in the  three-month  period ended March 31, 1997 compared to the same period in
1996 as a result of an increase in game production  expenses ($176,000) as well
as the team having played one more game in the  three-month  period ended March
31, 1997 than in 1996 ($26,000).

      General and administrative  expenses  decreased  $1,554,000 or 15% in the
nine-month  period  ended March 31, 1997 as compared to the same period in 1996
primarily  as a result  of a  decrease  in  personnel  costs  ($1,123,000)  and
professional expenses ($535,000). General and administrative expenses decreased
$1,353,000 or 30% in the three-month period ended March 31, 1997 as compared to
the same period in 1996 primarily as a result of a decrease in personnel  costs
($1,006,000) and professional expenses ($368,000).








<PAGE> 12

      Selling  and  promotional  expenses  increased  $1,159,000  or 54% in the
nine-month  period  ended March 31, 1997 as compared to the same period in 1996
due to increases in salaries  and other costs  related to marketing  and ticket
sales  ($252,000),  increased  sponsorship  costs  ($507,000)  and increases in
promotional  and other  general  marketing  expenses  ($399,000).  Selling  and
promotional  expenses increased $804,000 or 78% in the three-month period ended
March 31,  1997 as  compared  to the same  period in 1996 due to  increases  in
sponsorship  costs  ($440,000)  and  promotional  and other  general  marketing
expenses ($364,000).

      Interest expense increased $403,000 or 10% in the nine months ended March
31,  1997 and  $83,000 or 6% in the  three-month  period  ended  March 31, 1996
compared to the same  periods in 1996.  The increase in the  nine-month  period
ended March 31, 1997 is primarily a result of a full nine months of interest in
1997 on the August 30, 1995 notes  payable  related to the  redemption  of BCLP
units as compared to seven months of interest in 1996 (resulting in an increase
of $253,000 in the nine-month period ended March 31, 1997).

      Interest  income  decreased  $1,321,000 or 21% in the  nine-month  period
ended March 31, 1997 and $813,000 or 39% in the three-month  period ended March
31, 1997 compared to the same periods in 1996.  The decreases are  attributable
to a reduced amount of available funds for short-term investment.


Liquidity and Capital Resources

      At March  31,  1997  the  Partnership  had  approximately  $8,182,000  of
available cash,  $37,317,000 of marketable  securities and $48,913,000 of other
short  term  investments.  In  addition  to  these  amounts,  sources  of funds
available to the Partnership  include funds generated by operations and capital
contributions  from partners.  These resources will be used to repay commercial
bank borrowings and notes payable related to redeemed partnership units and for
general partnership purposes, working capital needs or for possible investments
or  acquisitions.  Management of the Partnership  from time to time reviews and
evaluates investment and acquisition opportunities on behalf of the Partnership
and  investments  or  acquisitions  may be made or  consummated  by the General
Partner,  on behalf of the Partnership,  at such times and upon such prices and
other terms as the General  Partner  deems to be in the best  interests  of the
Partnership and all of its Unitholders. Management believes that its cash, cash
equivalents and marketable  securities  together with cash from operations will
provide  adequate cash for the Partnership  and its  subsidiaries to meet their
cash requirements through March 31, 1998.

      During the nine months ended March 31, 1997, a cash distribution of $1.00
per unit was paid to  unitholders  of Boston  Celtics  Limited  Partnership  on
December  16, 1996  (declared  November  18, 1996 to  unitholders  of record on
November  29,  1996).  During the nine  months  ended  March 31,  1996,  a cash
distribution  of  $1.50  per unit was paid to  unitholders  of  Boston  Celtics
Limited  Partnership on July 21, 1995 (declared June 26, 1995 to unitholders of
record  on June 30,  1995).  Future  distributions  will be  determined  by the
General Partner based, among other things, on available resources and the needs
of the Partnership.






<PAGE> 13

                          Part II - Other Information

- -------------------------------------------------------------------------------
              BOSTON CELTICS LIMITED PARTNERSHIP AND SUBSIDIARIES
- -------------------------------------------------------------------------------


ITEM 6 - Exhibits and Reports on Form 8-K

         Exhibits -

              Exhibit (11) - Statement re: computation of earnings per unit.

         Reports on Form 8-K 

              None.










































<PAGE> 14

                                   SIGNATURE


      Pursuant to the  requirements of the Securities and Exchange Act of 1934,
as  amended,  the  Registrant  has duly  caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.



                       BOSTON CELTICS LIMITED PARTNERSHIP
                                  (Registrant)

                     By: Celtics, Inc., its General Partner



Dated:  May 9, 1997                   By: /s/ Richard G. Pond
                                      ------------------------------------
                                      Richard G. Pond
                                      Executive Vice President and 
                                       Chief Financial Officer
































<PAGE> 15

Exhibit (11)  - Statement Re: Computation of Earnings per Unit

<TABLE>
<CAPTION>
                                                                     Nine Months Ended               Three Months Ended
                                                                ----------------------------    ----------------------------
                                                                  March 31,       March 31,       March 31,       March 31,
                                                                    1997            1996            1997            1996
                                                                ------------    ------------    ------------    ------------

<S>                                                             <C>             <C>             <C>             <C>
Average units outstanding                                          5,528,865       5,806,757       5,096,164       5,641,278

Net effect of dilutive stock options based on the treasury 
 stock method using average market price                             244,441         163,639         253,521         163,639
                                                                ------------------------------------------------------------

Average units outstanding                                          5,773,306       5,970,396       5,349,685       5,804,917

Units equivalent to 1% General Partnership interest of BCLP           58,316          60,307          54,037          58,636
                                                                ------------------------------------------------------------

Average units outstanding                                          5,831,622       6,030,703       5,403,722       5,863,553
                                                                ============================================================

Income from continuing operations:
  Income before interests of General Partners                   $ 11,342,291    $ 16,553,922    $ 10,006,040    $ 10,913,284

  Applicable to interests of General Partners of subsidiary
   partnerships                                                      146,073         177,565         116,626         128,869

  Applicable to 1% General Partnership interest of BCLP              111,962         163,764          98,894         107,845
                                                                ------------------------------------------------------------
                                                                     258,035         341,329         215,520         236,714
                                                                ------------------------------------------------------------
Applicable to interests of Limited Partners                     $ 11,084,256    $ 16,212,593    $  9,790,520    $ 10,676,570
                                                                ============================================================

Per Limited Partnership Unit                                    $       1.92    $       2.72    $       1.83    $       1.84
                                                                ============================================================

Net Income:
  Income before interests of General Partners                   $ 11,342,291    $ 54,967,635    $ 10,006,040    $ 10,913,284

  Applicable to interests of General Partners of subsidiary
   partnerships                                                      146,073         740,474         116,626         128,869

  Applicable to 1% General Partnership interest of BCLP              111,962         542,272          98,894         107,845
                                                                ------------------------------------------------------------
                                                                     258,035       1,282,746         215,520         236,714
                                                                ------------------------------------------------------------
Applicable to interests of Limited Partners                     $ 11,084,256    $ 53,684,889    $  9,790,520    $ 10,676,570
                                                                ============================================================

Per Limited Partnership Unit                                    $       1.92    $       8.99    $       1.83    $       1.84
                                                                ============================================================
</TABLE>

<PAGE> 16


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET OF BOSTON CELTICS LIMITED PARTNERSHIP AND ITS
SUBSIDIARIES AS OF MARCH 31, 1997 AND THE RELATED CONSOLIDATED STATEMENT OF
INCOME FOR THE NINE-MONTH PERIOD ENDED MARCH 31, 1997 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                               <C>
<PERIOD-TYPE>                     9-MOS
<FISCAL-YEAR-END>                            JUN-30-1997
<PERIOD-END>                                 MAR-31-1997
<CASH>                                             8,182
<SECURITIES>                                      37,317
<RECEIVABLES>                                        774
<ALLOWANCES>                                          10
<INVENTORY>                                            0
<CURRENT-ASSETS>                                  93,298
<PP&E>                                             1,541
<DEPRECIATION>                                       666
<TOTAL-ASSETS>                                   107,081
<CURRENT-LIABILITIES>                             19,583
<BONDS>                                           50,000
                                  0
                                            0
<COMMON>                                               0
<OTHER-SE>                                       (1,173)
<TOTAL-LIABILITY-AND-EQUITY>                     107,081
<SALES>                                           54,495
<TOTAL-REVENUES>                                  54,495
<CGS>                                                  0
<TOTAL-COSTS>                                     43,015
<OTHER-EXPENSES>                                       0
<LOSS-PROVISION>                                       0
<INTEREST-EXPENSE>                                 4,460
<INCOME-PRETAX>                                   12,342
<INCOME-TAX>                                       1,000
<INCOME-CONTINUING>                               11,342
<DISCONTINUED>                                         0
<EXTRAORDINARY>                                        0
<CHANGES>                                              0
<NET-INCOME>                                      11,342
<EPS-PRIMARY>                                       1.92
<EPS-DILUTED>                                       1.92
        


</TABLE>


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