UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X Quarterly Report Under Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Quarter Ended September 30, 1995
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 0-15763
ML DELPHI PREMIER PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware 13-3350265
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
666 Third Avenue, New York, New York 10017
(Address of principal executive offices) (Zip Code)
(212) 983-9040
(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____
<PAGE>
ML DELPHI PREMIER PARTNERS, L.P.
(A Delaware Limited Partnership)
BALANCE SHEETS
(000's Omitted)
Unaudited
<TABLE>
<CAPTION>
September December
30, 31,
1995 1994
<S> <C> <C>
ASSETS
Cash and Cash Equivalents $ $
125 623
Short-Term Investments 1,086 902
Receivable from Tri-Star-ML
Delphi Premier
Productions, net 40,199 39,600
Receivable from Columbia
Pictures
(Distributor) 108 113
Interests in Motion Pictures
Released, net of
accumulated amortization of
$11,527 and
$11,526, respectively 2 3
Prepaid Expense 142 0
Interest in Motion Picture
Venture-Tri-Star-
ML Delphi Premier 30 39
Productions
Motion Picture Costs
Recoverable from
Special Recoupment
Payments 2,521 2,373
Total $ $
Assets 44,213 43,653
LIABILITIES AND PARTNERS'
CAPITAL
Liabilities:
Accrued Expenses and Accounts $ $
Payable 11 63
Total
Liabilities 11 63
Partners' Capital (Note 2):
General Partner 515 509
Limited Partners
43,687 43,081
Total
Partners' Capital 44,202 43,590
Total
Liabilities and Partners'
$ $
Capital 44,213 43,653
See accompanying notes to the financial statements.
</TABLE>
<PAGE>
ML DELPHI PREMIER PARTNERS, L.P.
(A Delaware Limited Partnership)
STATEMENTS OF OPERATIONS
(000's Omitted, except net profit per unit)
Unaudited
<TABLE>
<CAPTION>
For
the Three Months For the Nine Months
Ended September 30, Ended September 30,
1995
1994 1995 1994
<S> <C> <C> <C> <C>
Net Revenue from Motion
Pictures
Released $ $ $ $
3 7 12 8
Special Recoupment
Payment
Accrual 52 48 148 136
Interest Income
18 12 49 27
73 67 209 171
Expenses:
Management Fee 142 142 427 427
Amortization of
Interests in
Motion Pictures 0 1 1 1
Released
Operating Expenses
15 5 32 27
157 148 460 455
Loss before Share of
Profit
in Motion Picture (84) (81) (251) (284)
Venture
Share of Profit in
Motion
Picture Venture--Tri-
Star-
ML-Delphi Premier
Productions 299 284 863 836
Net Profit $ $ $ $
215 203 612 552
Net Profit Per Unit of
Limited
Partnership Interest
(12,610 units) $ $ $ $
17 16 48 43
See accompanying notes to the financial statements.
</TABLE>
<PAGE>
ML DELPHI PREMIER PARTNERS, L.P.
(A Delaware Limited Partnership)
STATEMENTS OF CASH FLOWS
(000's Omitted)
Unaudited
<TABLE>
<CAPTION>
For the Nine Months Ended September 30,
1995 1994
<S>
<C> <C>
Cash Flow From Operating
Activities:
Net Profit $ $
612 552
Adjustments to reconcile Net
Profit to net cash
(used) provided by operating
activities:
Amortization of Interests in
Motion Pictures
Released 1 1
Share of Profit in Motion (863) (836)
Picture Venture
Distributions from Joint 872 968
Venture
Changes in Assets and
Liabilities:
Increase in Prepaid (142) (142)
Expense
Increase in Motion
Picture Costs
Recoverable from
Special Recoupment
Payments (148) (136)
Decrease in Receivable
from Columbia
Pictures (Distributor) 5 14
Increase in Receivable
from Tri-Star-ML
Delphi Premier (599) (322)
Productions, net
Decrease in Accrued
Expenses and
Accounts Payable
(52) (63)
Net Cash (Used) Provided
by Operating
Activities
(314) 36
Cash Flow From Investing
Activities:
Purchases of Short-Term (436) (633)
Investments
Redemptions of Short-Term
Investments 252 73
Net Cash Used by Investing
Activities (184) (560)
Decrease In Cash (498) (524)
Cash at beginning of period
623 632
Cash at end of period $ $
125 108
See accompanying notes to the financial statements.
</TABLE>
<PAGE>
ML DELPHI PREMIER PARTNERS, L.P.
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
Unaudited
1. Basis of Presentation
The accompanying unaudited financial statements have
been prepared in accordance with generally accepted
accounting principles for interim financial information.
They do not include all information and notes required by
generally accepted accounting principles for complete
financial statements. There has been no material change in
the information disclosed in the notes to financial
statements of the Partnership included in the Annual Report
on Form 10-K for the year ended December 31, 1994. The
information furnished includes all adjustments which are, in
the opinion of management, necessary to present fairly the
financial position of the Partnership as of September 30,
1995 and the results of operations and cash flows for the
periods ended September 30, 1995 and 1994. Results of
operations for the period ended September 30, 1995 are not
necessarily indicative of the results that may be expected
for the entire fiscal year.
2. Current Operations
As of September 30, 1995, the Partnership had an
interest in twenty SF Interest films, three of which are
owned directly and seventeen of which are owned through a
Joint Venture with TriStar Pictures, Inc. ("TriStar"), all
of which have completed their theatrical release and are
being distributed in various ancillary markets. In
addition, as of September 30, 1995, the Partnership has an
interest in three Extra Films through the Tri-Star Joint
Venture which have completed their theatrical release and
are being distributed in various ancillary markets.
Additionally, as of September 30, 1995, the Partnership has
an interest in twenty-two PF Interest films through the Tri-
Star Joint Venture all of which have completed their
theatrical release and are being distributed in various
ancillary markets.
Based on the anticipated performance of the SF Interest
films released through the Tri-Star Joint Venture and by
Columbia, it is expected that each Distributor will be
required to make a Special Recoupment Payment with respect
to its films. Accordingly, distribution fees earned and
expected to be earned by the Distributors as of September
30, 1995 of approximately $15,104,000 and $2,521,000
(amounts are present valued at the Joint Venture's and
Columbia's discount rate from 1996) have been accrued by the
Partnership as a receivable from the Tri-Star Joint Venture
and as Motion Picture Costs Recoverable from Special
Recoupment Payments from Columbia, respectively.
For the purpose of computing the net profit per unit,
the net profit for the period is allocated 99% to the
limited partners and 1% to the General Partner.
3. Additional Information
Additional information, including the audited year end
1994 Financial Statements and the Summary of Significant
Accounting Policies, is included in the Partnership's Annual
Report on Form 10-K for the year ended December 31, 1994 on
file with the Securities and Exchange Commission.
<PAGE>
Management's Discussion and Analysis of Financial Condition
and Results of Operations
a. Financial Condition
The Partnership has fully satisfied its commitment to
contribute funds to the Tri-Star Joint Venture and to
Columbia for the production of, and acquisition of SF
Interests in, films. In addition, the Partnership has
satisfied its commitment to contribute funds to the Tri-Star
Joint Venture for PF Interests in films. As of September
30, 1995, the Partnership held cash of approximately
$125,000 and short-term investments of approximately
$1,086,000.
The Partnership commenced cash distributions to its
partners in December 1987. Distributions through September
30, 1995 to the limited partners have aggregated $2,720 per
unit (54.4% of the limited partners' original investment in
the Partnership). The Partnership anticipates making its
next cash distribution to its partners in December 1995.
Since the Partnership's obligations to make
contributions to the Tri-Star Joint Venture for the
production of and acquisition of interests in, films have
been satisfied, all revenues received by the Partnership are
used to pay operating expenses of the Partnership and to
make cash distributions to partners.
b. Results of Operations
The Partnership's operating results are primarily
dependent upon the operating results of the Tri-Star Joint
Venture's films and films owned directly by the Partnership
and are significantly impacted by the Tri-Star Joint
Venture's and Columbia's policies.
The performance of each film, where net proceeds
determines the amount of revenue recognized, is based upon
the amount expended for production and other costs
associated with a film and the gross receipts generated by a
film. The amount and timing of gross receipts generated by
each film is dependent upon the degree of acceptance by the
consumer public and the particular ancillary market in which
the film is then being exhibited.
Amounts contributed toward each film are compared
periodically to the expected total revenue to be generated
for that film, and write-downs may occur to the extent the
amounts invested exceed the expected total revenue for that
film.
Additionally, the Tri-Star Joint Venture and the
Partnership may record income with respect to Special
Recoupment Payments, to the extent available, which may
allow them to recover their respective investment in SF
Interest films.
For the three month period ended September 30, 1995,
the Tri-Star Joint Venture had a net profit of which the
Partnership's share was approximately $299,000, and the
Partnership had an overall net profit of approximately
$215,000. The Partnership's share of the Tri-Star Joint
Venture's net profit was primarily due to interest income
related to the accrual of Special Recoupment Payments and to
revenue accrued with respect to certain films offset, in
part, by interest expense related to Acceleration Payments
and the recapture of Special Recoupment Payments. The
variance between the Partnership's share of the Tri-Star
Joint Venture's net profit and the Partnership's net profit
was primarily due to the amount by which the Partnership's
expenses exceeded the recognition of the Special Recoupment
Payment for films owned directly, interest income earned on
Partnership funds and revenue recognized with respect to
films owned directly.
For the three month period ended September 30, 1994,
the Tri-Star Joint Venture had a net profit of which the
Partnership's share was approximately $284,000, and the
Partnership had an overall net profit of approximately
$203,000. The Partnership's share of the Joint Venture's
net profit was primarily due to interest income related to
the accrual of Special Recoupment Payments and to revenue
accrued with respect to certain films offset, in part, by
interest expense related to Acceleration Payments and the
recapture of Special Recoupment Payments. The variance
between the Partnership's share of the Tri-Star Joint
Venture's net profit and the Partnership's net profit was
primarily due to the amount by which the Partnership's
expenses exceeded the recognition of the Special Recoupment
Payment for films owned directly, interest income earned on
Partnership funds and revenue recognized with respect to
films owned directly.
For the nine month period ended September 30, 1995, the
Tri-Star Joint Venture had a net profit of which the
Partnership's share was approximately $863,000, and the
Partnership had an overall net profit of approximately
$612,000. The Partnership's share of the Tri-Star Joint
Venture's net profit was primarily due to interest income
related to the accrual of Special Recoupment Payments and to
revenue accrued with respect to certain films offset, in
part, by interest expense related to Acceleration Payments
and the recapture of Special Recoupment Payments. The
variance between the Partnership's share of the Tri-Star
Joint Venture's net profit and the Partnership's net profit
was due primarily to the amount by which the Partnership's
expenses exceeded the recognition of the Special Recoupment
Payment for films owned directly, interest income earned on
Partnership funds and revenue recognized with respect to
films owned directly.
For the nine month period ended September 30, 1994, the
Tri-Star Joint Venture had a net profit of which the
Partnership's share was approximately $836,000, and the
Partnership had an overall net profit of approximately
$552,000. The Partnership's share of the Tri-Star Joint
Venture's net profit was primarily due to interest income
related to the accrual of Special Recoupment Payments and to
revenue accrued with respect to certain films offset, in
part, by interest expense related to Acceleration Payments
and the recapture of Special Recoupment Payments. The
variance between the Partnership's share of the Tri-Star
Joint Venture's net profit and the Partnership's net profit
was due primarily to the amount by which the Partnership's
expenses exceeded the recognition of the Special Recoupment
Payment for films owned directly, interest income earned on
Partnership funds and revenue recognized with respect to
films owned directly.
The Partnership reports net revenue from motion picture
exploitation for the three films in which it owns interests
directly. The decrease in net revenue for the three month
period ended September 30, 1995 as compared with the
corresponding period in 1994, is due primarily to a decrease
in the accrual of syndicated television revenues in 1995.
The increase in net revenue for the nine month period ended
September 30, 1995 as compared with the corresponding period
in 1994, is due primarily to an increase in the accrual of
syndicated television revenues in 1995.
The decrease in interest income for the three month
period ended September 30, 1995 as compared with the
corresponding period in 1994 was due primarily to less funds
being available for short-term investments during 1995.
The increase in interest income for the nine month
period ended September 30, 1995 as compared with the
corresponding period in 1994 was due primarily to more funds
being available for short-term investments as well as higher
interest rates earned on short term investments during 1995.
The increase in the Partnership's total expenses for
the three and nine month periods ended September 30, 1995
(inclusive of amortization of the Partnership's direct
interest in motion pictures) as compared with the
corresponding periods in 1994 is due primarily to an
increase in Operating Expenses. The increase in Operating
Expenses is primarily attributable to an increase in
professional fees related to the performance of distribution
audits.
<PAGE>
TRI-STAR- ML DELPHI PREMIER PRODUCTIONS
(A Joint Venture)
BALANCE SHEETS
(000's Omitted)
Unaudited
<TABLE>
<CAPTION>
September December
30, 31,
1995 1994
<S> <C> <C>
ASSETS
Motion Picture Production and
Advertising
Costs, net of accumulated
amortization of
$279,703 and $279,570, $ 1,214 $
respectively 1,347
Motion Picture Costs Recoverable
from
Special Recoupment Payments 59,204 53,072
Receivable from TriStar
Pictures, Inc.
(Distributor), net
27,584 28,210
Total $88,002 $
Assets 82,629
LIABILITIES AND VENTURERS'
CAPITAL
Liabilities:
Payable to TriStar Pictures, $46,589 $ 41,682
Inc.
Payable to ML Delphi Premier
Partners, L.P., net 40,199 39,600
Total 86,788 81,282
Liabilities
Venturers' Capital:
TriStar Pictures, Inc. 1,184 1,308
ML Delphi Premier Partners,
L.P. 30 39
Total
Venturers' Capital 1,214 1,347
Total
Liabilities and Venturers'
$
Capital $88,002 82,629
See accompanying notes to the financial statements.
</TABLE>
<PAGE>
TRI-STAR-ML DELPHI PREMIER PRODUCTIONS
(A Joint Venture)
STATEMENTS OF OPERATIONS
(000's Omitted)
Unaudited
<TABLE>
<CAPTION>
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Net Revenues From Motion
Picture
Exploitation $ $ $ $
132 249 985 613
Less: Amortization of
Motion
Picture
Production and
Advertising
Costs 17 68 133 170
Income from Operations 115 181 852 443
Special Recoupment
Payment
Accrual (Recapture) (249) (295)
(131) 713
Interest Income
1,650 1,502 4,725 4,309
Net Income $ $ $ $
1,634 1,434 6,290 4,457
See accompanying notes to the financial statements.
</TABLE>
<PAGE>
TRI-STAR - ML DELPHI PREMIER PRODUCTIONS
(A Joint Venture)
STATEMENTS OF CASH FLOWS
(000's Omitted)
Unaudited
<TABLE>
<CAPTION>
For the Nine Months Ended September 30,
1995 1994
<S>
<C> <C>
Cash Flow From Operating
Activities:
Net Income $ $
6,290 4,457
Adjustments to reconcile Net
Income to net cash
provided by operating
activities:
Amortization of Motion Picture
Production
and Advertising Costs 133 170
Accrued Distributions to (5,506) (1,993)
Venturers
Changes in Assets and
Liabilities:
Increase in Payable to ML
Delphi Premier
Partners., L.P. 599 322
Increase in Payable to
TriStar Pictures
Inc., net 4,907 1,671
Decrease in Receivable
from TriStar
Pictures, Inc. 626 2,497
(Distributor), net
Increase in Motion Picture
Costs
Recoverable from
Special Recoupment
Payments
(6,132) (4,490)
Net Cash Provided by
Operating Activities 917 2,634
Cash Flow From Financing
Activities:
Distributions to Venturers
(917) (2,634)
Net Cash Used by
Financing Activities (917) (2,634)
Net Change in Cash 0 0
Cash at beginning of period
0 0
Cash at end of period $ $
0 0
See accompanying notes to the financial statements.
</TABLE>
<PAGE>
TRI-STAR - ML DELPHI PREMIER PRODUCTIONS
(A Joint Venture)
NOTES TO FINANCIAL STATEMENTS
Unaudited
1. Basis of Presentation
The accompanying unaudited financial statements have
been prepared in accordance with generally accepted
accounting principles for interim financial information.
They do not include all information and notes required by
generally accepted accounting principles for complete
financial statements. There has been no material change in
the information disclosed in the notes to financial
statements of Tri-Star-ML-Delphi Premier Productions (the
"Joint Venture") included in the Annual Report on Form 10-K
of ML Delphi Premier Partners, L.P. (the "Partnership") for
the year ended December 31, 1994. The information furnished
includes all adjustments which are, in the opinion of
management, necessary to present fairly the financial
position of the Joint Venture as of September 30, 1995 and
the results of its operations and cash flows for the periods
ended September 30, 1995 and 1994. Results of operations
for the period ended September 30, 1995 are not necessarily
indicative of the results that may be expected for the
entire fiscal year.
2. Current Operations
All seventeen SF Interest Films in which the Joint
Venture has an interest have completed their theatrical
release and are being distributed in various ancillary
markets. All twenty-two PF Interest films in which the
Joint Venture has an interest have completed their
theatrical release and are being distributed in various
ancillary markets. In addition, the Joint Venture has an
interest in three Extra Films which have completed their
theatrical release and are being distributed in various
ancillary markets. For the three and nine month periods
ended September 30, 1995, the Joint Venture is reporting net
revenue of $132,000 and $985,000, respectively, due
primarily to the performance of various PF Interest films in
the worldwide free television market and to the performance
of various SF Interest films in the pay television and
worldwide free television markets. For the nine month period
ended September 30, 1995, the Joint Venture has recorded an
increase of $713,000 in the Special Recoupment Payment
accrual due to an increase in the estimated distribution fee
to be earned by its Distributor. In addition, for the three
and nine month periods ended September 30, 1995, the Joint
Venture has recorded net interest income of $1,650,000 and
$4,725,000, respectively, due primarily to the decrease in
the discount period relating to the Special Recoupment
Payment net of interest expense related to the Acceleration
Payments.
For the three and nine month periods ended September
30, 1994, the Joint Venture reported net revenue of $249,000
and $613,000, respectively, due primarily to the performance
of various PF Interest films in the pay television and
worldwide free television markets and to the performance of
one SF Interest film the worldwide free television market.
For the nine month period ended September 30, 1994, the
Joint Venture recorded a decrease of $295,000 in the
Special Recoupment Payment accrual due to a decrease in the
estimated distribution fee to be earned by its Distributor.
In addition, for the three and nine month periods ended
September 30, 1994, the Joint Venture recorded net interest
income of $1,502,000 and $4,309,000, respectively, due
primarily to the decrease in the discount period relating to
the Special Recoupment Payment net of interest expense
related to the Acceleration Payments.
3. Tax Acceleration Payment
With respect to PF Interest films, if in any calendar
year the Partnership recognizes income for federal income
tax purposes in excess of the payment received in December
for that year (the "Excess"), TriStar Pictures, Inc.
("TriStar") is required to make an acceleration payment to
the Partnership with respect to the Excess. The amount of
the acceleration payment is equal to the Excess multiplied
by the maximum individual federal income tax rate in effect
for the year of the Excess (an "Acceleration Payment"). The
Acceleration Payment is recoupable, with interest, by
TriStar, with certain exceptions, from the payment to be
received by the Partnership with respect to the PF Interest
Films in December 1996. The Partnership has received,
through the Joint Venture, a total of $8,702,000 with
respect to the Acceleration Payment. For the nine months
ended September 30, 1995, approximately $694,000 of interest
expense has been accrued on the Acceleration Payments and
has been offset in Interest Income in the accompanying
financial statements.
4. Additional Information
Additional information, including the audited year end
1994 Financial Statements and the Summary of Significant
Accounting Policies, is included in the Annual Report on
Form 10-K of the Partnership for the year ended December 31,
1994.
<PAGE>
PART II
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3.Defaults Upon Senior Securities
None
Item 4.Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6.Exhibits and Reports on Form 8-K
A). Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBERDESCRIPTIONPAGE NUMBER
<S> <C>
<C>
27 Financial Data Schedule
</TABLE>
B). Reports on Form 8-K
None
<PAGE>
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.
ML DELPHI PREMIER PARTNERS,
L.P.
A Delaware Limited Partnership
By: ML DELPHI PARTNERS, L.P.,
General Partner
By: ML Film Entertainment
Inc.,
general partner
November 10, 1995 /s/ Diane T.
Herte________________
Date Diane T. Herte
Treasurer of the general
partner of the
General Partner
(principal financial officer
and principal
accounting officer of the
Registrant)
November 10, 1995 /s/ Steven N.
Baumgarten
Date Steven N. Baumgarten
Director and Vice President of
the general partner
of the General Partner
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial
information extracted from Balance Sheets and Statement of
Operations for the third quarter ended September 30, 1995
Form 10Q of ML Delphi Premier Partners, L.P. and is
qualified in its entirety by reference to such financial
statements.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 125,000
<SECURITIES> 1,086,000
<RECEIVABLES> 40,307,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 44,213,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 44,202,000
<TOTAL-LIABILITY-AND-EQUITY> 44,213,000
<SALES> 0
<TOTAL-REVENUES> 209,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 460,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 612,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 612,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 612,000
<EPS-PRIMARY> 48.00
<EPS-DILUTED> 0
</TABLE>
