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, 1997
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,
1997 1996
<S> <C> <C>
ASSETS
Cash $ $
266 187
Short-Term Investments 1,026 39,262
Receivable from Tri-Star-ML
Delphi Premier
Productions, net 406 2,179
Receivable from Columbia
Pictures
(Distributor) 157 103
Interests in Motion Pictures
Released, net of
accumulated amortization of
$11,529 and
$11,527, respectively 0 2
Motion Picture Costs
Recoverable from
Special Recoupment
Payments 0 1,516
Total Assets $ $
1,855 43,249
LIABILITIES AND PARTNERS'
CAPITAL
Liabilities:
Accrued Expenses and Accounts $ $
Payable 7 30
Distribution Payable
0 38,163
Total Liabilities
7 38,193
Partners' Capital (Note 2):
General Partner (122) 123
Limited Partners
1,970 4,933
Total Partners'
Capital 1,848 5,056
Total Liabilities $ $
and Partners' Capital 1,855 43,249
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,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Net Revenue from Motion
Pictures
Released $ $ $ $
39 0 54 3
Special Recoupment Payment
Accrual 0 55 0 108
Interest Income
15 10 130 19
54 65 184 130
Expenses:
Management Fee 0 143 0 285
Amortization of
Interests in
Motion Pictures 0 0 2 0
Released
Operating Expenses
86 20 164 29
86 163 166 314
(Loss) Profit before Share
of
Profit in Motion Picture (32) (98) 18 (184)
Venture
Share of Profit in Motion
Picture Venture--Tri-
Star-
ML-Delphi Premier
Productions 50 419 100 883
Net Profit $ $ $ $
18 321 118 699
Net Profit Per Unit of
Limited
Partnership Interest
(12,610 units) $ $ $ $
0 25 0 55
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,
1997 1996
<S>
<C> <C>
Cash Flow From Operating Activities:
Net Profit $ $
118 699
Adjustments to reconcile Net Profit to
net cash
provided (used) by operating
activities:
Amortization of Interests in 2 0
Motion Pictures Released
Share of Profit in Motion Picture (100) (883)
Venture
Distributions from Joint Venture 100 903
Changes in Assets and Liabilities:
Increase in Prepaid Expense 0 (284)
Decrease (Increase) in Motion
Picture Costs
Recoverable from Special 1,516 (108)
Recoupment Payments
(Increase) Decrease in
Receivable from Columbia
Pictures (Distributor) (54) 5
Decrease (Increase) in
Receivable from
Tri-Star-ML Delphi Premier 1,773 (657)
Productions, net
Decrease in Accrued Expenses
and
Accounts Payable
(23) (41)
Net Cash Provided (Used) by
Operating Activities 3,332 (366)
Cash Flow From Investing Activities:
Purchases of Short-Term Investments (8,088)
(939)
Redemptions of Short-Term Investments
46,324 682
Net Cash Provided (Used) by
Investing Activities 38,236 (257)
Cash Flow from Financing Activities:
Distributions to Partners
(41,489) 0
Net Cash Used by Financing
Activities (41,489) 0
Increase (Decrease) In Cash 79 (623)
Cash at beginning of period
187 714
Cash at end of period $ $
266 91
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, 1996. 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, 1997
and the results of operations and cash flows for the periods
ended June 30, 1997 and 1996. Results of operations for the
three and six month periods ended June 30, 1997 are not
necessarily indicative of the results that may be expected
for the entire fiscal year.
2. Current Operations
As of June 30, 1997, 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, 1997, the Partnership has an interest in three
Extra Films through the Tri-Star Joint Venture. All films
in which the Partnership has an interest, as of June 30,
1997, have completed their theatrical release and are being
distributed in various ancillary markets.
Based on the anticipated performance of one SF Interest
film released through the Tri-Star Joint Venture, it is
expected that the Distributor of the Tri-Star Joint Venture
will be required to make a Special Recoupment Payment with
respect to that film. Accordingly, distribution fees earned
and expected to be earned by the Distributor as of June 30,
1997 of approximately $454,000 have been accrued by the
Partnership as a receivable from the Tri-Star Joint Venture.
For the purpose of computing the net profit per unit,
the net profit for the period is computed in accordance with
the Partnership Agreement.
3. Additional Information
Additional information, including the audited year end
1996 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, 1996 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. As of June 30, 1997, the Partnership
held cash of approximately $266,000 and short-term
investments of approximately $1,026,000.
The Partnership commenced cash distributions to its
partners in December 1987. Distributions through June 30,
1997 to the limited partners have aggregated $6,100 per
unit. Accordingly, the limited partners have received cash
distributions in excess of their original investment in the
Partnership.
The Partnership has begun evaluating the value of its
interest in the film assets for the purpose of possibly
selling that interest and liquidating the Partnership. The
General Partner anticipates that the Partnership may be
liquidated in 1998. No assurance can be provided that the
film assets will be successfully sold, or if sold, when such
sale would occur. Upon the ultimate sale of the film assets,
the Partnership will commence taking steps to dissolve and
liquidate. Cash distributions as a result of the liquidation
may be made to the partners to the extent, and only to the
extent, the proceeds from a sale of the Partnerships'
interest in the film assets in connection with the
liquidation are in excess of the Distributors' entitlement to
the recoupment of Special Recoupment Payments and a reserve
for the Partnership's remaining obligations and operating
expenses.
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 revenue received by the Partnership (for
other than Unrecouped Films) is used to pay operating
expenses of the Partnership and to make cash distributions
to partners. The Partnership does not anticipate
significant future revenues and accordingly, the Partnership
does not currently anticipate making cash distributions to
partners on a quarterly basis. However, the Partnership may
make future distributions if it realizes proceeds from its
interest in films or from the sale of its interest in films
(should the sale occur) net of a reserve for the
Partnership's operating expenses.
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, 1997, the Tri-
Star Joint Venture had a net profit of which the
Partnership's share was approximately $50,000, and the
Partnership had an overall net profit of approximately
$18,000. The Partnership's share of the Tri-Star Joint
Venture's net profit was primarily due to revenue accrued
with respect to certain films. 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
revenue recognized with respect to films owned directly and
interest income earned on Partnership funds.
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 six month period ended June 30, 1997, the Tri-
Star Joint Venture had a net profit of which the
Partnership's share was approximately $100,000, and the
Partnership had an overall net profit of approximately
$118,000. The Partnership's share of the Joint Venture's
net profit was primarily due to revenue accrued with respect
to certain films. 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 interest income earned on
Partnership funds and revenue recognized with respect to
films owned directly exceeded the Partnership's expenses
(including amortization of the Partnership's interest in
motion pictures).
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.
The Partnership reports net revenue from motion picture
exploitation for the three films in which it owns interests
directly. The increase in net revenue for the three and six
month periods ended June 30, 1997 as compared with the
corresponding periods in 1996 is due primarily to an
increase in the accrual of syndicated television revenues in
1997.
The increase in interest income for the three and six
month periods ended June 30, 1997 as compared with the
corresponding periods in 1996 was due primarily to more
funds being available for short-term investments as well as
higher interest rates earned on short-term investments
during 1997.
The decrease in total expenses for the three and six
month periods ended June 30, 1997 (inclusive of amortization
of the Partnership's direct interest in motion pictures) as
compared with the corresponding periods in 1996 was
primarily attributable to the Management Fee incurred in
1996 but not in 1997 due to the expiration of the Management
Fee arrangement at the end of 1996 offset, in part, by an
increase in Operating Expenses. The increase in Operating
Expenses is due primarily to the increase in the
reimbursement to the General Partner in 1997 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,
1997 1996
<S> <C> <C>
ASSETS
Motion Picture Production and
Advertising
Costs, net of accumulated
amortization of
$280,714 and $280,547, $ 475 $
respectively 370
Motion Picture Costs Recoverable
from
Special Recoupment Payments 6,809 31,640
Receivable from TriStar
Pictures, Inc.
(Distributor), net
2,022 1,962
Total $ 9,306 $ 33,972
Assets
LIABILITIES AND VENTURERS'
CAPITAL
Liabilities:
Payable to TriStar Pictures, $ 8,425 $ 31,423
Inc.
Payable to ML Delphi Premier
Partners, L.P., net 2,179
406
Total 33,602
Liabilities 8,831
Venturers' Capital:
TriStar Pictures, Inc. 475 370
ML Delphi Premier Partners,
L.P. 0 0
Total
Venturers' Capital 475 370
Total
Liabilities and Venturers'
$ $ 33,972
Capital 9,306
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,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Net Revenues From Motion
Picture
Exploitation $ $ $ $
681 414 1,059 938
Less: Amortization of
Motion
Picture
Production and
Advertising
Costs 130 36 167 126
Income from Operations 551 378 892 812
Special Recoupment
Payment
Recapture (53) 0 (116) 0
Interest Income, net
0 1,868 0 3,671
Net Income $ $ $ $
498 2,246 776 4,483
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,
1997 1996
<S>
<C> <C>
Cash Flow From Operating
Activities:
Net Income $ $
776 4,483
Adjustments to reconcile Net
Income to net cash
provided by operating
activities:
Amortization of Motion Picture
Production
and Advertising Costs 167 126
Accrued Distributions to 24,771 (3,576)
Venturers
Changes in Assets and
Liabilities:
(Decrease) Increase in
Payable to ML Delphi
Premier Partners, L.P., (1,773) 657
net
(Decrease)Increase in
Payable to TriStar
Pictures Inc., net (22,998) 2,919
(Increase) Decrease in
Receivable from
Tri-Star Pictures, Inc. (60) 615
(Distributor), net
Decrease (Increase) in
Motion Picture Costs
Recoverable from
Special Recoupment
Payments
24,831 (4,191)
Net Cash Provided by
Operating Activities 25,714 1,033
Cash Flow From Financing
Activities:
Distributions to Venturers
(25,714) (1,033)
Net Cash Used by
Financing Activities (25,714) (1,033)
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, 1996. 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, 1997 and the
results of its operations and cash flows for the periods
ended June 30, 1997 and 1996. Results of operations for the
period ended June 30, 1997 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. 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,
1997, the Joint Venture is reporting net revenue of $681,000
and $1,059,000, respectively, due primarily to the
performance of various SF Interest films in the worldwide
free television market. For the six month period ended June
30, 1997, the Joint Venture recorded a decrease of $116,000
in the Special Recoupment Payment accrual due to a decrease
in the estimated distribution fee to be earned by its
Distributor.
For the three and six month periods ended June 30,
1996, the Joint Venture reported 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 recorded net interest
income of $1,868,000 and $3,671,000, 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. Additional Information
Additional information, including the audited year end
1996 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,
1996.
<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, 1997
/s/ Roger F. Castoral, Jr.
Date
Roger F. Castoral, Jr.
Vice President and Treasurer of the
Managing Partner of the General Partner
(principal financial officer and principal
accounting officer of the Registrant)
August 13, 1997 /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, 1997 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-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 266,000
<SECURITIES> 1,026,000
<RECEIVABLES> 563,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,855,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 1,848,000
<TOTAL-LIABILITY-AND-EQUITY> 1,855,000
<SALES> 0
<TOTAL-REVENUES> 184,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 166,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 118,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 118,000
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0
</TABLE>
