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 June 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>
June December
30, 31,
1996 1995
<S> <C> <C>
ASSETS
Cash $ $
91 714
Short-Term Investments 845 588
Receivable from Tri-Star-ML
Delphi Premier
Productions, net 37,958 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 284 0
Interest in Motion Picture
Venture-Tri-Star-
ML Delphi Premier 0 20
Productions
Motion Picture Costs
Recoverable from
Special Recoupment
Payments 2,684 2,576
Total Assets $ $
41,969 41,311
LIABILITIES AND PARTNERS'
CAPITAL
Liabilities:
Accrued Expenses and Accounts $ $
Payable 12 53
Total Liabilities
12 53
Partners' Capital (Note 2):
General Partner 493 486
Limited Partners
41,464 40,772
Total Partners'
Capital 41,957 41,258
Total Liabilities $ $
and Partners' Capital 41,969 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 Six Months
Ended June 30,
Ended June 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Net Revenue from Motion
Pictures
Released $ $ $ $
0 3 3 9
Special Recoupment Payment
Accrual 55 50 108 96
Interest Income
10 15 19 31
65 68 130 136
Expenses:
Management Fee 143 143 285 285
Amortization of
Interests in
Motion Pictures 0 1 0 1
Released
Operating Expenses
20 11 29 17
163 155 314 303
Loss before Share of
Profit
in Motion Picture (98) (87) (184) (167)
Venture
Share of Profit in Motion
Picture Venture--Tri-
Star-
ML-Delphi Premier
Productions 419 530 883 564
Net Profit $ $ $ $
321 443 699 397
Net Profit Per Unit of
Limited
Partnership Interest
(12,610 units) $ $ $ $
25 35 55 31
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 Six Months Ended June 30,
1996 1995
<S>
<C> <C>
Cash Flow From Operating Activities:
Net Profit $ $
699 397
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 (883) (564)
Picture Venture
Distributions from Joint Venture 903 564
Changes in Assets and
Liabilities:
Increase in Prepaid Expense (284) (284)
Increase in Motion Picture
Costs
Recoverable from Special
Recoupment
Payments (108) (96)
Decrease in Receivable from
Columbia
Pictures (Distributor) 5 3
Increase in Receivable from
Tri-Star-ML
Delphi Premier (657) (335)
Productions, net
Decrease in Accrued
Expenses and
Accounts Payable
(41) (56)
Net Cash Used by Operating
Activities
(366) (370)
Cash Flow From Investing Activities:
Purchases of Short-Term Investments
(939) (436)
Redemptions of Short-Term
Investments 682 269
Net Cash Used by Investing
Activities (257) (167)
Decrease In Cash (623) (537)
Cash at beginning of period
714 623
Cash at end of period $ $
91 86
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 June 30, 1996
and the results of operations and cash flows for the periods
ended June 30, 1996 and 1995. Results of operations for the
three and six month periods ended June 30, 1996 are not
necessarily indicative of the results that may be expected
for the entire fiscal year.
2. Current Operations
As of June 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
June 30, 1996, the Partnership has an interest in three
Extra Films through the Tri-Star Joint Venture.
Additionally, as of June 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 June 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 June 30,
1996 of approximately $16,690,000 and $2,684,000 (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 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
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 June 30, 1996, the Partnership
held cash of approximately $91,000 and short-term
investments of approximately $845,000.
The Partnership commenced cash distributions to its
partners in December 1987. Distributions through June 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 its next
cash distribution to its partners in December 1996.
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
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 June 30, 1996, the Tri-
Star Joint Venture had a net profit of which the
Partnership's share was approximately $419,000, and the
Partnership had an overall net profit of approximately
$321,000. 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.
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 and interest income earned
on Partnership funds.
For the three month period ended June 30, 1995, the Tri-
Star Joint Venture had a net profit of which the
Partnership's share was approximately $530,000, and the
Partnership had an overall net profit of approximately
$443,000. 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 six month period ended June 30, 1996, the Tri-
Star Joint Venture had a net profit of which the
Partnership's share was approximately $883,000, and the
Partnership had an overall net profit of approximately
$699,000. 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.
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 six month period ended June 30, 1995, the Tri-
Star Joint Venture had a net profit of which the
Partnership's share was approximately $564,000, and the
Partnership had an overall net profit of approximately
$397,000. 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.
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 and six
month periods ended June 30, 1996 as compared with the
corresponding periods 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 six
month periods ended June 30, 1996 as compared with the
corresponding periods in 1995 was due primarily to lower
interest rates earned on short-term investments during 1996.
The increase in total expenses for the three and six
month periods ended June 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 out-of-
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>
June
30, December
31,
1996 1995
<S> <C> <C>
ASSETS
Motion Picture Production and
Advertising
Costs, net of accumulated
amortization of
$279,841 and $279,715, $ 1,076 $ 1,202
respectively
Motion Picture Costs Recoverable
from
Special Recoupment Payments 66,781 62,590
Receivable from TriStar
Pictures, Inc.
(Distributor), net 24,082
23,467
Total $91,324 $ 87,874
Assets
LIABILITIES AND VENTURERS'
CAPITAL
Liabilities:
Payable to TriStar Pictures, $52,290 $ 49,371
Inc.
Payable to ML Delphi Premier
Partners, L.P., net 37,958 37,301
Total 90,248 86,672
Liabilities
Venturers' Capital:
TriStar Pictures, Inc. 1,076 1,182
ML Delphi Premier Partners,
L.P. 0 20
Total
Venturers' Capital 1,076 1,202
Total
Liabilities and Venturers'
$ 87,874
Capital $91,324
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 Six Months
Ended June 30, Ended June
30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Net Revenues From Motion
Picture
Exploitation $ $ $ $
414 817 938 853
Less: Amortization of
Motion
Picture
Production and
Advertising
Costs 36 116 126 116
Income from Operations 378 701 812 737
Special Recoupment
Payment
Accrual 0 29 0 844
Interest Income, net
1,868 1,570 3,671 3,075
Net Income $ $ $ $
2,246 2,300 4,483 4,656
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 Six Months Ended June 30,
1996 1995
<S>
<C> <C>
Cash Flow From Operating
Activities:
Net Income $ $
4,483 4,656
Adjustments to reconcile Net
Income to net cash
provided by operating
activities:
Amortization of Motion Picture
Production
and Advertising Costs 126 116
Accrued Distributions to (3,576) (4,040)
Venturers
Changes in Assets and
Liabilities:
Increase in Payable to ML
Delphi
Premier Partners, L.P., 657 335
net
Increase in Payable to
TriStar Pictures
Inc., net 2,919 3,705
Decrease in Receivable
from
Tri-Star Pictures, Inc. 615 337
(Distributor), net
Increase in Motion Picture
Costs
Recoverable from
Special Recoupment
Payments
(4,191) (4,377)
Net Cash Provided by
Operating Activities 1,033 732
Cash Flow From Financing
Activities:
Distributions to Venturers
(1,033) (732)
Net Cash Used by
Financing Activities (1,033) (732)
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 June 30, 1996 and the
results of its operations and cash flows for the periods
ended June 30, 1996 and 1995. Results of operations for the
period ended June 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 six month periods
ended June 30, 1996, the Joint Venture is reporting net
revenue of $414,000 and $938,000, 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. In addition, for the three and
six month periods ended June 30, 1996, the Joint Venture has
recorded net interest income of $1,868,000 and $3,671,000,
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 six month periods ended June 30,
1995, the Joint Venture reported net revenue of $817,000 and
$853,000, 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. For the six month period ended June 30, 1995, the
Joint Venture recorded an increase of $844,000 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 six month
periods ended June 30, 1995, the Joint Venture recorded net
interest income of $1,570,000 and $3,075,000, 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 six months
ended June 30, 1996, approximately $520,000 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
August 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)
August 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 second quarter ended June 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> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 91,000
<SECURITIES> 845,000
<RECEIVABLES> 38,063,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 41,969,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 41,957,000
<TOTAL-LIABILITY-AND-EQUITY> 41,969,000
<SALES> 0
<TOTAL-REVENUES> 130,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 314,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 699,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 699,000
<EPS-PRIMARY> 55.00
<EPS-DILUTED> 0
</TABLE>
