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, 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>
September December
30, 31,
1997 1996
<S> <C> <C>
ASSETS
Cash $ $
214 187
Short-Term Investments 1,040 39,262
Receivable from Tri-Star-ML
Delphi Premier
Productions, net 371 2,179
Receivable from Columbia
Pictures
(Distributor) 164 103
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 $ $
1,789 43,249
LIABILITIES AND PARTNERS'
CAPITAL
Liabilities:
Accrued Expenses and Accounts $ $
Payable 3 30
Distribution Payable
0 38,163
Total Liabilities
3 38,193
Partners' Capital (Note 2):
General Partner (184) 123
Limited Partners
1,970 4,933
Total Partners'
Capital 1,786 5,056
Total Liabilities $ $
and Partners' Capital 1,789 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 (loss) profit per unit)
Unaudited
<TABLE>
<CAPTION>
For the Three Months For the Nine Months
Ended September 30, Ended
September 30,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Net Revenue from Motion
Pictures
Released $ $ $ $
7 3 61 6
Special Recoupment Payment
Accrual 0 56 0 164
Interest Income
13 11 143 30
20 70 204 200
Expenses:
Management Fee 0 142 0 427
Amortization of
Interests in
Motion Pictures 0 0 2 0
Released
Operating Expenses
77 18 241 47
77 160 243 474
Loss before Share of
(Loss) Profit in
Motion Picture Venture (57) (90) (39) (274)
Share of (Loss) Profit in
Motion
Picture Venture--Tri-
Star-
ML-Delphi Premier
Productions (5) 376 95 1,259
Net (Loss) Profit $ $ $ $
(62) 286 56 985
Net (Loss) Profit Per Unit
of Limited
Partnership Interest
(12,610 units) $ $ $ $
0 22 0 77
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,
1997 1996
<S>
<C> <C>
Cash Flow From Operating Activities:
Net Profit $ $
56 985
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 (95) (1,259)
Venture
Distributions from Joint Venture 95 1,279
Changes in Assets and Liabilities:
Increase in Prepaid Expense 0 (142)
Decrease (Increase) in Motion
Picture Costs
Recoverable from Special 1,516 (164)
Recoupment Payments
(Increase) Decrease in
Receivable from Columbia
Pictures (Distributor) (61) 5
Decrease (Increase) in
Receivable from
Tri-Star-ML Delphi Premier 1,808 (948)
Productions, net
Decrease in Accrued Expenses
and
Accounts Payable
(27) (47)
Net Cash Provided (Used) by
Operating Activities 3,294 (291)
Cash Flow From Investing Activities:
Purchases of Short-Term Investments (8,088)
(1,877)
Redemptions of Short-Term Investments
46,310 1,521
Net Cash Provided (Used) by
Investing Activities 38,222 (356)
Cash Flow from Financing Activities:
Distributions to Partners
(41,489) 0
Net Cash Used by Financing
Activities (41,489) 0
Increase (Decrease) In Cash 27 (647)
Cash at beginning of period
187 714
Cash at end of period $ $
214 67
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 September 30,
1997 and the results of operations and cash flows for the
periods ended September 30, 1997 and 1996. Results of
operations for the three and nine month periods ended
September 30, 1997 are not necessarily indicative of the
results that may be expected for the entire fiscal year.
2. Current Operations
As of September 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 September 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 September 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 September
30, 1997 of approximately $413,000 have been accrued by the
Partnership as a receivable from the Tri-Star Joint Venture.
For the purpose of computing the net (loss) profit per
unit, the allocation of the net (loss) 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 September 30, 1997, the
Partnership held cash of approximately $214,000 and short-
term investments of approximately $1,040,000.
The Partnership commenced cash distributions to its
partners in December 1987. Distributions through September
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
Partnership's film assets will be successfully sold, or if
sold, when such sale would occur. Upon the ultimate sale of
the Partnership's 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 September 30, 1997,
the Tri-Star Joint Venture had a net profit; however, the
Partnership reported a net loss from the Joint Venture of
approximately $5,000, and the Partnership had an overall net
loss of approximately $62,000. The Partnership's reported
net loss was primarily due to the recapture of Special
Recoupment Payments, offset by 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 interest income
earned on Partnership funds and revenue recognized with
respect to films owned directly.
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 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, 1997, the
Tri-Star Joint Venture had a net profit of which the
Partnership's share was approximately $95,000, and the
Partnership had an overall net profit of approximately
$56,000. 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 expenses (including amortization of
the Partnership's interest in motion pictures) exceeded
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 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
nine month periods ended September 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 nine
month periods ended September 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 nine
month periods ended September 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>
September
30, December
31,
1997 1996
<S> <C> <C>
ASSETS
Motion Picture Production and
Advertising
Costs, net of accumulated
amortization of
$280,738 and $280,547, $ 451 $
respectively 370
Motion Picture Costs Recoverable
from
Special Recoupment Payments 7,229 31,640
Receivable from TriStar
Pictures, Inc.
(Distributor), net
2,058 1,962
Total $ 9,738 $ 33,972
Assets
LIABILITIES AND VENTURERS'
CAPITAL
Liabilities:
Payable to TriStar Pictures, $ 8,916 $ 31,423
Inc.
Payable to ML Delphi Premier
Partners, L.P., net 2,179
371
Total 33,602
Liabilities 9,287
Venturers' Capital:
TriStar Pictures, Inc. 451 370
ML Delphi Premier Partners,
L.P. 0 0
Total
Venturers' Capital 451 370
Total
Liabilities and Venturers'
$ $ 33,972
Capital 9,738
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,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Net Revenues From Motion
Picture
Exploitation $ $ $ $
379 361 1,437 1,299
Less: Amortization of
Motion
Picture
Production and
Advertising
Costs 25 28 191 154
Income from Operations 354 333 1,246 1,145
Special Recoupment
Payment
Accrual (Recapture) 486 (38) 370 (38)
Interest Income, net
0 1,953 0 5,624
Net Income $ $ $ $
840 2,248 1,616 6,731
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,
1997 1996
<S>
<C> <C>
Cash Flow From Operating
Activities:
Net Income $ $
1,616 6,731
Adjustments to reconcile Net
Income to net cash
provided by operating
activities:
Amortization of Motion Picture
Production
and Advertising Costs 191 154
Accrued Distributions to 24,315 (5,574)
Venturers
Changes in Assets and
Liabilities:
(Decrease) Increase in
Payable to ML Delphi
Premier Partners, L.P., (1,808) 948
net
(Decrease)Increase in
Payable to TriStar
Pictures Inc., net (22,507) 4,627
(Increase) Decrease in
Receivable from
Tri-Star Pictures, Inc. (96) 802
(Distributor), net
Decrease (Increase) in
Motion Picture Costs
Recoverable from
Special Recoupment
Payments
24,411 (6,377)
Net Cash Provided by
Operating Activities 26,122 1,311
Cash Flow From Financing
Activities:
Distributions to Venturers
(26,122) (1,311)
Net Cash Used by
Financing Activities (26,122) (1,311)
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 September 30, 1997 and
the results of its operations and cash flows for the periods
ended September 30, 1997 and 1996. Results of operations
for the period ended September 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 nine month periods ended
September 30, 1997, the Joint Venture is reporting net
revenue of $379,000 and $1,437,000, respectively, due
primarily to the performance of various SF Interest films in
the worldwide free television market. For the nine month
period ended September 30, 1997, the Joint Venture recorded
an increase of $370,000 in the Special Recoupment Payment
accrual due to an increase in the estimated distribution fee
to be earned by its Distributor. In order to reflect its
proper value at June 30, 1997, the Joint Venture increased
its Motion Picture Production and Advertising Costs by
$272,000. No similar transaction occurred in the prior
year.
For the three and nine month periods ended September
30, 1996, the Joint Venture reported 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 recorded
net interest income of $1,953,000 and $5,624,000,
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
November 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)
November 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 third quarter ended September 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> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 214,000
<SECURITIES> 1,040,000
<RECEIVABLES> 535,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,789,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 1,786,000
<TOTAL-LIABILITY-AND-EQUITY> 1,789,000
<SALES> 0
<TOTAL-REVENUES> 204,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 243,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 56,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 56,000
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0
</TABLE>
