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, 1998
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: 33-11101
AMERICAN ENTERTAINMENT PARTNERS II L.P.
Exact Name of Registrant as Specified in its Charter
Delaware 13-3388759
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 10285-2900
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) 1998 1997
Assets
Cash and cash equivalents $ 388 $ 937
Motion pictures released, net of
accumulated amortization of $21,098
in 1998 and $21,093 in 1997 43 48
Receivable from Twentieth Century Fox 89 _
Total Assets $ 520 $ 985
Liabilities and Partners' Capital
Liabilities:
Distribution payable $ _ $ 303
Accrued management fees 50 200
Accounts payable and accrued expenses 18 47
Unearned motion picture revenue _ 24
Total Liabilities 68 574
Partners' Capital:
General Partner _ _
Limited Partners 452 411
Total Partners' Capital 452 411
Total Liabilities and Partners' Capital $ 520 $ 985
Statement of Partners' Capital
(000's Omitted)
For the three months ended March 31, 1998
General Limited
Partner Partners Total
Balance at December 31, 1997 $ _ $ 411 $ 411
Net income _ 41 41
Balance at March 31, 1998 $ _ $ 452 $ 452
Statements of Operations
(000's Omitted Except Unit Information)
For the three months ended March 31, 1998 1997
Net Revenues
Revenues from motion picture exploitation $ 113 $ 150
Less: Amortization of motion picture costs 5 6
Net revenues 108 144
Other Income (Expenses)
Interest income 7 14
Management fees (50) (50)
General and administrative (19) (20)
Professional fees (5) (6)
Net Other Expenses (67) (62)
Net Income $ 41 $ 82
Net Income Allocated:
To the General Partner $ _ $ 1
To the Limited Partners 41 81
$ 41 $ 82
Per limited partnership unit
(25,000 outstanding) $ 1.64 $ 3.25
Statements of Cash Flows
(000's Omitted)
For the three months ended March 31, 1998 1997
Cash Flows From Operating Activities
Net income $ 41 $ 82
Adjustments to reconcile net income to net cash
used for operating activities:
Amortization of motion picture costs 5 6
Increase (decrease) in cash arising from changes in
operating assets and liabilities:
Receivable from Twentieth Century Fox (89) (58)
Accrued management fees (150) 50
Accounts payable and accrued expenses (29) (5)
Unearned motion picture revenue (24) (92)
Net cash used for operating activities (246) (17)
Cash Flows From Financing Activities
Cash distributions (303) (697)
Net cash used for financing activities (303) (697)
Net decrease in cash and cash equivalents (549) (714)
Cash and cash equivalents, beginning of period 937 1,315
Cash and cash equivalents, end of period $ 388 $ 601
Notes to the Financial Statements
The unaudited interim financial statements should be read in
conjunction with the Partnership's annual 1997 audited financial
statements within Form 10-K.
The unaudited financial statements include all normal and
reccurring adjustments which are, in the opinion of management,
necessary to present a fair statement of financial position as of
March 31, 1998 and the results of operations and cash flows for
the three months ended March 31, 1998 and 1997 and the statement
of partners' capital for the three months ended March 31, 1998.
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
1997, 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 subsequent cash distributions from the
Partnership's investment in the Joint Venture films have been
paid to Limited Partners on an annual basis.
Pursuant to the terms of the Partnership Agreement, Fox's right
to purchase the Partnership's interest in the Joint Venture films
at an appraised fair market value determined by an independent,
third-party appraisal commenced on December 31, 1997. On
February 2, 1998 the Partnership received formal notice from Fox
that it is considering a potential buy out of the Partnership's
interest in the films and may exercise this option in the near
future. Subsequently, the Partnership and Fox engaged an
unaffiliated third-party appraiser to determine a fair market
value of the Partnership's interest in the Joint Venture.
Pursuant to the Joint Venture agreement, Fox has the option, but
not the obligation to buy out the Partnership's interest at this
independently appraised value. If Fox exercises its option, the
Partnership will attempt to complete the sale of its interest in
the Joint Venture during the second half 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.
The Partnership's cash balance at March 31, 1998 was
approximately $388,000 as compared to approximately $937,000 at
December 31, 1997. The decrease is primarily attributable to the
payment of the 1997 cash distribution on February 20, 1998
totaling approximately $303,000 and the payment of Partnership
expenses during 1998. The Partnership's cash balance is expected
to provide sufficient liquidity to enable the Partnership to fund
cash distributions and meet its operating expenses.
The Partnership's receivable from Fox totaled approximately
$89,000 at March 31, 1998 compared with $0 at December 31, 1997.
The March 31, 1998 balance represents 1998 motion picture
revenues due from Fox. As stated above, the Partnership receives
proceeds from Fox on an annual basis.
Accrued management fees totaled approximately $50,000 at March
31, 1998 compared with approximately $200,000 at December 31,
1997. The balance at December 31, 1997 represents the entire
1997 management fee, while the balance at March 31, 1998
represents one quarter of the 1998 management fee.
Accounts payable and accrued expenses decreased from
approximately $47,000 at December 31, 1997, to approximately
$18,000 at March 31, 1998. The decrease is primarily due to the
timing of payments and accruals for audit fees.
Results of Operations
For the three month period ended March 31, 1998, the Partnership
reported net income of approximately $41,000 compared with
approximately $82,000 for the corresponding period in 1997. The
decrease in net income is primarily due to a decrease in revenue
generated 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, 1998, 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 $113,000 and
$5,000, respectively, compared to $150,000 and $6,000 during the
first quarter of 1997. The decrease in revenue from motion
picture exploitation is primarily due to lower revenue from the
foreign pay and U.S. free television markets. The Partnership
currently receives nearly all of its revenues from the
distribution of the films in ancillary markets.
Interest income totaled approximately $7,000 for the three months
ended March 31, 1998 compared with approximately $14,000 for the
corresponding period in 1997. The decrease is primarily
attributable to the Partnership's lower average cash balance in
the 1998 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, 1998.
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 II L.P.
BY: AEP PREMIERE CORPORATION II
General Partner
Date: May 15, 1998 BY: /s/ Jeffrey C. Carter
Director and President
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<PERIOD-END> Mar-31-1998
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<RECEIVABLES> 89,000
<ALLOWANCES> 000
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<OTHER-SE> 452,000
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<OTHER-EXPENSES> 67,000
<LOSS-PROVISION> 000
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<EPS-PRIMARY> 1.64
<EPS-DILUTED> 1.64
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