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,
1996
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,
1996
1995
<S> <C>
<C>
ASSETS
Cash $ $
67 714
ShortTerm Investments 944 588
Receivable from Tri-Star-ML
Delphi Premier
Productions, net 38,249 37,301
Receivable from Columbia
Pictures
(Distributor) 105 110
Interests in Motion Pictures
Released, net of
accumulated amortization of
$11,527 and
$11,527, respectively 2 2
Prepaid Expense 142 0
Interest in Motion Picture
Venture-Tri-Star-
ML Delphi Premier 0
20
Productions
Motion Picture Costs
Recoverable from
Special Recoupment
Payments 2,740
2,576
Total Assets $ $
42,249
41,311
LIABILITIES AND PARTNERS'
CAPITAL
Liabilities:
Accrued Expenses and
Accounts $ $
Payable 6
53
Total Liabilities
6
53
Partners' Capital (Note 2):
General Partner 496
486
Limited Partners
41,747
40,772
Total Partners'
Capital 42,243
41,258
Total Liabilities $ $ and
Partners' Capital 42,249
41,311
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,
1996 1995 1996
1995
<S> <C> <C> <C>
<C>
Net Revenue from Motion
Pictures
Released $ $ $ $
3 3 6
12 Special Recoupment Payment
Accrual 56 52 164
148
Interest Income
11 18 30
49
70 73 200
209 Expenses:
Management Fee 142 142 427
427
Amortization of
Interests in
Motion Pictures 0 0 0
1
Released
Operating Expenses
18 15 47
32 160 157 474
460
Loss before Share of
Profit
in Motion Picture (90) (84) (274)
(251)
Venture
Share of Profit in Motion
Picture Venture--Tri-
Star-
ML-Delphi Premier
Productions 376 299 1,259
863
Net Profit $ $ $
$
286 215 985
612
Net Profit Per Unit of
Limited
Partnership Interest
(12,610 units) $ $ $
$
22 17 77
48
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,
1996 1995
<S>
<C> <C>
Cash Flow From Operating
Activities:
Net Profit $ $
985
612 Adjustments to reconcile
Net Profit
to net cash
used by operating activities:
Amortization of Interests in
Motion Pictures
Released 0
1
Share of Profit in
Motion (1,259)
(863)
Picture Venture
Distributions from Joint
Venture 1,279
872
Changes in Assets and
Liabilities:
Increase in Prepaid
Expense (142)
(142)
Increase in Motion
Picture
Costs
Recoverable from
Special
Recoupment
Payments (164)
(148)
Decrease in
Receivable from
Columbia
Pictures
(Distributor) 5
5
Increase in Receivable
from
Tri-Star-ML
Delphi Premier (948)
(599)
Productions, net
Decrease in Accrued
Expenses
and
Accounts Payable
(47)
(52)
Net Cash Used by
Operating
Activities
(291)
(314)
Cash Flow From Investing
Activities:
Purchases of Short-Term
Investments
(1,877)
(436)
Redemptions of Short-Term
Investments 1,521
252
Net Cash Used by
Investing
Activities (356)
(184)
Decrease In Cash (647)
(498)
Cash at beginning of period
714
623
Cash at end of period $
$
67
125
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, 1995. 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, 1996 and the results of operations and cash flows
for the periods ended September 30, 1996 and 1995.
Results of
operations for the three and nine month periods ended
September 30, 1996 are not necessarily indicative of
the results that may be expected for the entire fiscal
year. 2. Current Operations
As of September 30, 1996, the Partnership had an
interest in twenty SF Interest films, three of which
are owned directly and distributed through Columbia
Pictures ("Columbia") and seventeen of which are owned
through a Joint Venture with TriStar Pictures, Inc.
("TriStar").
In addition, as of September 30, 1996, the Partnership
has an interest in three Extra Films through the Tri
Star Joint Venture. Additionally, as of September 30,
1996, the Partnership has an interest in twenty-two PF
Interest films through the Tri-Star Joint Venture.
All films in which the Partnership has an interest, as
of September 30, 1996, 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, 1996
of approximately $17,224,000 and $2,740,000 (amounts
are present valued at the Joint Venture's and
Columbia's discount rate from December 1996) have been
accrued by the Partnership as a receivable from the
TriStar 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 1995 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, 1995 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 (i) the Tri-Star Joint Venture and
to Columbia for the production of, and acquisition of
SF Interests in, films and (ii) the Tri-Star Joint
Venture for PF Interests in films. As of September
30, 1996, the Partnership held cash of approximately
$67,000 and
short term investments of approximately $944,000.
The Partnership commenced cash distributions to its
partners in December 1987. Distributions through
September 30, 1996 to the limited partners have
aggregated $2,965 per unit (59.3% of the limited
partners' original investment in the Partnership).
The Partnership anticipates making a substantial
distribution to partners by late 1996 or early 1997
from amounts payable to the Partnership in late 1996
pursuant to the film distribution agreements.
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 fully satisfied, all revenues received by
the Partnership are being 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,
1996, the Tri-Star Joint Venture had a net profit of
which the Partnership's share was approximately
$376,000, and the Partnership had an overall net
profit of approximately $286,000. 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
TriStar 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, 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 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, 1996,
the
Tri-Star Joint Venture had a net profit of which the
Partnership's share was approximately $1,259,000, and
the
Partnership had an overall net profit of approximately
$985,000. 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 TriStar
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 TriStar 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.
The Partnership reports net revenue from motion
picture
exploitation for the three films in which it owns
interests directly. Net revenue for the three months
ended September 30, 1996 as compared with the
corresponding period in 1995 was virtually unchanged.
The decrease in net revenue for the nine month period
ended September 30, 1996 as compared with the
corresponding period in 1995 is due primarily to a
decrease in the accrual of syndicated television
revenues in 1996.
The decrease in interest income for the three and
nine month periods ended September 30, 1996 as
compared with the corresponding periods in 1995 was
due primarily to less funds available for short-term
investments as well as lower interest rates earned on
short-term investments during 1996.
The increase in total expenses for the three and
nine month periods ended September 30, 1996 as
compared with the corresponding periods in 1995 was
due primarily to an increase in Operating Expenses.
The increase in
Operating Expenses is due primarily to the increase in
the reimbursement to the General Partner in 1996 for
outof pocket expenses incurred in connection with its
management of the Partnership's business.
<PAGE>
TRI-STAR- ML DELPHI PREMIER PRODUCTIONS
(A Joint Venture)
BALANCE SHEETS
(000's Omitted)
Unaudited
<TABLE>
<CAPTION>
September
30,
December
31,
1996
1995
<S> <C>
<C>
ASSETS
Motion Picture Production and
Advertising
Costs, net of accumulated
amortization of
$279,869 and $279,715, $ 1,048 $
1,202
respectively
Motion Picture Costs Recoverable
from
Special Recoupment Payments 68,967
62,590
Receivable from TriStar
Pictures, Inc.
(Distributor), net
24,082
23,280
Total $93,295
$87,874
Assets
LIABILITIES AND VENTURERS'
CAPITAL
Liabilities:
Payable to TriStar Pictures, $53,998 $49,371
Inc.
Payable to ML Delphi Premier
Partners, L.P., net 38,249
37,301
Total 92,247
86,672
Liabilities
Venturers' Capital:
TriStar Pictures, Inc. 1,048
1,182
ML Delphi Premier Partners,
L.P. 0
20
Total
Venturers' Capital 1,048
1,202
Total
Liabilities and Venturers'
$87,874
Capital $93,295
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,
1996 1995 1996 1995
<S> <C> <C> <C>
<C>
Net Revenues From Motion
Picture
Exploitation $ $ $ $
361 132 1,299
985
Less: Amortization of
Motion
Picture
Production and
Advertising
Costs 28 17 154
133
Income from Operations 333 115 1,145
852
Special Recoupment
Payment
(Recapture) Accrual (38) (131) (38)
713
Interest Income, net
1,953 1,650 5,624
4,725
Net Income $ $ $ $
2,248 1,634 6,731
6,290
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,
1996 1995
<S>
<C> <C>
Cash Flow From Operating
Activities:
Net Income $ $
6,731 6,290
Adjustments to
reconcile Net
Income to net cash
provided by operating
activities:
Amortization of Motion
Picture
Production
and Advertising Costs 154
133 Accrued Distributions
to (5,574)
(5,506)
Venturers
Changes in Assets and
Liabilities:
Increase in Payable
to ML
Delphi
Premier Partners,
L.P., 948 599
net
Increase in Payable to
TriStar Pictures
Inc., net 4,627 4,907
Decrease in
Receivable
from
Tri-Star Pictures,
Inc. 802 626
(Distributor), net
Increase in Motion
Picture
Costs
Recoverable from
Special Recoupment
Payments
(6,377) (6,132)
Net Cash Provided
by
Operating Activities 1,311 917
Cash Flow From Financing
Activities:
Distributions to Venturers
(1,311) (917)
Net Cash Used by
Financing Activities (1,311) (917)
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, 1995.
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, 1996 and the results of
its operations and cash flows for the periods ended
September 30, 1996 and 1995. Results of operations for
the period ended September 30, 1996 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, 1996, the Joint Venture is
reporting net revenue of $361,000 and $1,299,000,
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 various SF Interest films in the
worldwide free television market and one SF Interest
film in the pay television market. For the nine month
period ended September 30, 1996, the Joint Venture
recorded a decrease of $38,000 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, 1996, the Joint Venture has recorded net
interest income of $1,953,000 and $5,624,000,
respectively, due primarily to a 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, 1995, the Joint Venture reported 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 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 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.
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, 1996, approximately $791,000 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 1995 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, 1995.
<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 13, 1996 /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 13, 1996 /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, 1996 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-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 67,000
<SECURITIES> 944,000
<RECEIVABLES> 38,354,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 42,249,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 42,243,000
<TOTAL-LIABILITY-AND-EQUITY> 42,249,000
<SALES> 0
<TOTAL-REVENUES> 200,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 474,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 985,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 985,000
<EPS-PRIMARY> 77
<EPS-DILUTED> 0
</TABLE>
