SECURITIES AND EXCHANGE COMMISSION
Washington, DC. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
June 30, 1997
0-16690
(Commission File Number)
ML MEDIA OPPORTUNITY PARTNERS, L.P.
(Exact name of registrant as specified in its governing
instruments)
Delaware
(State or other jurisdiction of organization)
13-3429969
(IRS Employer Identification No.)
World Financial Center
South Tower - 14th Floor
New York, New York 10080-6114
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(212) 236-6472
N/A
Former name, former address and former fiscal year if changed
since last report
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 .
ML Media Opportunity Partners, L.P.
Part I - Financial Information.
Item 1. Financial Statements.
TABLE OF CONTENTS.
Consolidated Balance Sheets as of June 30, 1997
(Unaudited) and December 31, 1996 (Unaudited)
Consolidated Statements of Operations for the
three and six months ended June 30, 1997
(Unaudited) and June 30, 1996 (Unaudited)
Consolidated Statements of Cash Flows for the
six months ended June 30, 1997 (Unaudited) and
June 30, 1996 (Unaudited)
Consolidated Statement of Changes in Partners'
Capital/(Deficit) for the six months ended June
30, 1997 (Unaudited)
Notes to Consolidated Financial Statements for
the six months ended June 30, 1997 (Unaudited)
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<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 1997 (UNAUDITED) AND
DECEMBER 31, 1996 (UNAUDITED)
June 30, December 31,
Notes 1997 1996
<S> <C> <C>
ASSETS:
Cash and cash equivalents $ 6,190,648 $ 2,383,444
Interest receivable 9,347 4,217
TOTAL ASSETS $ 6,199,995 $ 2,387,661
LIABILITIES AND PARTNERS'
CAPITAL/(DEFICIT):
Liabilities:
Accounts payable and
accrued liabilities $ 1,724,513 $ 1,671,454
Management fee payable 2 - 2,144,597
Net Liabilities of
Discontinued Operations:
4
Production Segment 58,912 58,912
Television and Radio
Station Segment - -
Total Liabilities 1,783,425 3,874,963
Commitments and
contingencies 3
</TABLE>
(Continued on the following page.)
<PAGE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 1997 (UNAUDITED)
AND DECEMBER 31, 1996 (UNAUDITED)
(continued)
June 30, December 31,
Notes 1997 1996
<S> <C> <C> <C>
Partners' Capital/(Deficit):
General Partner:
Capital contributions, net of
offering expenses 1,019,428 1,019,428
Additional capital
contributions 2 26,858,258 -
Transfer from General Partner
to Limited partners 2
(26,826,395) -
Cash distributions (362,496) (362,496)
Cumulative loss (624,137) (651,313)
64,658 5,619
Limited partners:
Capital contributions, net of
offering expenses (112,147.1
Units of Limited Partnership
Interest)
100,914,316 100,914,316
Transfer from General Partner
to Limited partners 2
26,826,395 -
Tax allowance cash
distribution (2,040,121) (2,040,121)
Other cash distributions 2 (59,559,029) (35,887,040)
Cumulative loss (61,789,649) (64,480,076)
4,351,912 (1,492,921)
Total Partners' Capital/(Deficit) 4,416,570 (1,487,302)
TOTAL LIABILITIES AND
PARTNERS' CAPITAL/(DEFICIT)
$ 6,199,995 $ 2,387,661
See Notes to Consolidated Financial Statements (Unaudited).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED
JUNE 30, 1997 (UNAUDITED)
AND JUNE 30, 1996 (UNAUDITED)
Three Months Six Months
June 30, June 30, June 30, June 30,
Not 1997 1996 1997 1996
es
<S> <C> <C> <C> <C>
Interest income $ 38,095 $118,814 $ 70,202 $ 126,303
Gain on Sale of
Western Wireless
Corporation stock 3 - 22,843,249 - 22,843,249
38,095 22,962,063 70,202 22,969,552
Partnership
Operating
Expenses:
General and
administrative 6,143 2,294 11,062 16,323
Services provided
by the General
Partner 2 464,901 - 968,672 -
471,044 2,294 979,734 16,323
(Loss)/Income from
Partnership
operations (432,949) 22,959,769 (909,532) 22,953,229
Discontinued
operations:
Income from
discontinued
operations-
Production Segment
3 - 135,000 - 135,000
</TABLE>
(Continued on the following page.)
<PAGE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED
JUNE 30, 1997 (UNAUDITED)
AND JUNE 30, 1996 (UNAUDITED)
Three Months Six Months
June 30, June 30, June 30, June 30,
Not 1997 1996 1997 1996
es
<S> <C> <C> <C> <C>
Income from
Discontinued
Television and
Radio Station
Segment 3 3,627,135 - 3,627,135 -
Income from
discontinued
operations 3,627,135 135,000 3,627,135 135,000
NET INCOME $3,194,186 $23,094,76 $ 2,717,60 $23,088,22
9 3 9
Per Unit of
Limited
Partnership
Interest:
(Loss)/Income from
Partnership
operations
$ (3.82) $ 202.68 $ (8.03) $ 202.62
Income from
discontinued
operations-
Production
Segment - 1.19 - 1.19
Income from
discontinued
Television and
Radio Station
Segment 32.02 - 32.02 -
NET INCOME $ 28.20 $ 203.87 $ 23.99 $ 203.81
Number of Units 112,147.1 112,147.1 112,147.1 112,147.1
</TABLE>
See Notes to Consolidated Financial Statements (Unaudited).
<PAGE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTH PERIODS
ENDED JUNE 30, 1997 (UNAUDITED)
AND JUNE 30, 1996 (UNAUDITED)
June 30, June 30,
1997 1996
<S> <C> <C>
Cash flows from operating activities:
Net income $ 2,717,603 $ 23,088,229
Adjustments to reconcile net income
to net cash provided by operating
activities:
Services provided by the General
Partner 968,672 -
Reversal of reserves related to
disposition of discontinued
operations (3,627,135)
Gain on sale of Western Wireless
stock - (22,843,249)
Changes in operating assets and
liabilities:
Interest receivable (5,130) (68,563)
Other assets - 68,934
Accounts payable and accrued
liabilities 53,059 (1,055,274)
Change in Net Liabilities of
Discontinued Operations-Production
Segment - (135,000)
Net cash provided by operating
activities 107,069 (944,923)
Cash flows from investing
activities:
Net proceeds from sale of Western
Wireless Corporation stock - 24,147,088
(Continued on the following page.)
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS
ENDED JUNE 30, 1997 (UNAUDITED)
AND JUNE 30, 1996 (UNAUDITED)
(continued)
June 30, June 30,
1997 1996
<S> <C> <C>
Proceeds from disposition of
discontinued operations 3,627,135 -
Net cash provided by investing
activities 3,627,135 24,147,088
Cash flows from financing activities:
Additional capital contributions 23,744,989 -
Cash distribution (23,671,989) -
Net cash provided by financing
activities 73,000 -
Net increase in cash and
cash equivalents 3,807,204 23,202,165
Cash and cash equivalents at
beginning of year 2,383,444 1,539,981
Cash and cash equivalents at end
of period $ 6,190,648 $24,742,146
Interest paid by TCS $ 2,290,177 $ 601,465
</TABLE>
Supplemental Disclosure:
During the first quarter of 1997, the Partnership's obligation to
pay a management fee of $2,144,597 as of December 31, 1997 was
terminated.
See Notes to Consolidated Financial Statements (Unaudited).
<PAGE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED STATEMENT OF CHANGES
IN PARTNERS' CAPITAL/(DEFICIT)
FOR THE SIX MONTHS
ENDED JUNE 30, 1997 (UNAUDITED)
General Limited
Partner Partners Total
<S> <C> <C> <C>
Partners'
Capital/(Deficit) as
of January 1, 1997 $ 5,619 $ (1,492,921) $ (1,487,302)
Net income 27,176 2,690,427 2,717,603
Additional capital
contributions 26,858,258 - 26,858,258
Transfer from General
Partner to Limited
partners (26,826,395) 26,826,395 -
Cash distribution paid
- (23,671,989) (23,671,989)
Partners' Capital as
of June 30, 1997 $ 64,658 $ 4,351,912 $ 4,416,570
See Notes to Consolidated Financial Statements (Unaudited).
ML MEDIA OPPORTUNITY PARTNERS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED
JUNE 30, 1997 (UNAUDITED)
1. ORGANIZATION AND BASIS OF PRESENTATION
ML Media Opportunity Partners, L.P. (the "Partnership") was
formed and the Certificate of Limited Partnership was filed under
the Delaware Revised Uniform Limited Partnership Act on June 23,
1987. Operations commenced on March 23, 1988 with the first
closing of the sale of units of limited partnership interest
("Units"). Subscriptions for an aggregate of 112,147.1 Units
were accepted and are now outstanding.
Media Opportunity Management Partners (the "General Partner") is
a joint venture, organized as a general partnership under the
laws of the State of New York, between RP Opportunity Management,
L.P., a limited partnership under Delaware law, and ML
Opportunity Management Inc., a Delaware corporation and an
indirect wholly-owned subsidiary of Merrill Lynch & Co., Inc.
The General Partner was formed for the purpose of acting as
general partner of the Partnership. The General Partner's
original capital contribution was $1,132,800, which represented
1% of the total original Partnership capital contributions.
On March 27, 1997, Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch"), an affiliate of the General
Partner, made two voluntary cash payments to the Partnership
totaling $23,744,989. In addition, effective March 24, 1997, the
Partnership's obligation to pay a management fee was terminated
and the Partnership treated this as a capital contribution for
services provided by the General Partner of $3,113,269 during six
months ended June 30, 1997 (See Note 2).
Pursuant to the terms of the Amended and Restated Agreement of
Limited Partnership (the "Partnership Agreement"), the General
Partner is liable for all general obligations of the Partnership
to the extent not paid by the Partnership. The limited partners
are not liable for the obligations of the Partnership in excess
of the amount of their contributed capital.
The Partnership was formed to acquire, finance, hold, develop,
improve, maintain, operate, lease, sell, exchange, dispose of and
otherwise invest in and deal with media businesses and direct and
indirect interests therein.
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 footnotes required by generally
accepted accounting principles for complete financial statements.
In the opinion of the General Partner, the financial statements
include all adjustments necessary to reflect fairly the financial
position of the Partnership as of June 30, 1997 and the results
of operations, cash flows and partners' capital/(deficit) of the
Partnership for the interim periods presented. All adjustments
are of a normal recurring nature except as described in Note 2.
The results of operations for the six months ended June 30, 1997,
are not necessarily indicative of the results of operations for
the entire year.
Certain reclassifications of amounts have been made to conform to
current periods' presentation.
Additional information, including the audited year end 1996
Financial Statements and the Summary of Significant Accounting
Policies, is included in the Partnership's filing on Form 10-K
for the year ended December 31, 1996 on file with the Securities
and Exchange Commission.
2. 1997 CAPITAL TRANSACTIONS
On March 27, 1997, the Partnership received a voluntary cash
payment of $23,671,989 (the "Cash Payment") from Merrill Lynch
for distribution to limited partners. Pursuant to an amendment
to the Partnership Agreement dated March 24, 1997 (the
"Amendment"), the Cash Payment is distributable solely to limited
partners. On April 2, 1997, the Partnership distributed all the
proceeds of the Cash Payment, or $211.08 per Unit, to limited
partners of record as of March 24, 1997. The Cash Payment has
been treated in the accompanying financial statements as a
capital contribution by the General Partner and simultaneously as
a transfer to the limited partners' capital.
Also, pursuant to the Amendment, the Partnership's obligation to
pay a Partnership Management Fee and a Property Management Fee
for 1996 and subsequent periods has been terminated. However,
the General Partner continued to provide services on behalf of
the Partnership. In accordance with the Amendment, the
Partnership has no obligation to pay for these services and will
not pay for such services. However, in accordance with generally
accepted accounting principles, for financial reporting purposes,
an amount equal to these services for the three and six months
ended June 30, 1997 of $464,901 and $968,672, respectively, has
been treated in the accompanying statement of operations as an
expense with a corresponding increase in General Partner's
capital. Similarly, an amount representing these services for
1996 of $2,144,597 has been treated as an increase in General
Partner's capital and a reduction of management fee payable.
Simultaneously, a transfer was made to the limited partners'
capital in an amount of $3,082,136, which represents the limited
partners' share (99%) of the capital contribution of such
services. The foregoing expense and capital transfer have no
effect on the capital of the limited partners or the General
Partner.
In addition, in 1997, Merrill Lynch paid for certain expenses of
$73,000 on behalf of the Partnership which were incurred by the
Partnership in 1996. In accordance with generally accepted
accounting principles, for financial reporting purposes, such
amount was treated in the 1996 statement of operations as an
expense of the Partnership and, when payment was made in 1997, as
an increase in General Partner's capital. Simultaneously with
the payment, a transfer was made to the limited partners' capital
in an amount of $72,270, which represents the limited partners'
share (99%) of the amount of such expenses. The foregoing
capital transactions increase capital of the General Partner and
the limited partners in an amount corresponding to the decreases
to capital recorded for such expenses in 1996. Thus, there is no
effect on the General Partner or the limited partners' capital.
3. MEDIA INVESTMENTS
As of June 30, 1997, the Partnership's investments consisted of a
13.8% ownership of MV Technology Limited ("MVT"), a United
Kingdom corporation whose sole purpose is to manage its sole
asset, a 10% interest in Teletext ("Teletext"), a United Kingdom
corporation organized to acquire United Kingdom franchise rights
to provide data in text form to television viewers via television
broadcast sidebands, giving the Partnership an indirect 1.38%
interest in Teletext.
On April 15, 1997, TCS Television Partners, L.P. ("TCS") and TCS
Television Inc. ("TCS Inc.") sold all of the outstanding stock of
Fabri Development Corporation ("Fabri") (See below).
The Partnership has no contractual commitment to advance funds to
any of its investments, other than its obligations relating to
its former investments in International Media Publishing L.P.,
International Media Publishing Inc. and Intelidata Limited,
Paradigm Entertainment, L.P. and the Windsor Systems, which in
the aggregate is approximately $1.4 million. These amounts are
recorded as liabilities as of June 30, 1997 in the accounts
payable and net liabilities of discontinued operation sections of
the accompanying financial statements.
Following the TCS sale, the one media asset (MVT) remaining in
the Partnership and certain escrows and contingent liabilities
remaining from previously sold media investments must be
resolved. The Partnership is working to sell or otherwise
dispose of MVT and to resolve these escrows and contingent
liabilities by the end of 1997. However, there can be no
assurances that such steps will be completed within this time
frame.
TCS Television Partners, L.P.
TCS entered into an agreement (the "Sub-Debt Proceeds Sharing
Agreement") dated September 17, 1996, with the holders of its
subordinated debt under which the lenders agreed that TCS would
be entitled to share in the net proceeds of the sale of such TCS
stations in accordance with a formula set forth in such
agreement.
On December 30, 1996, TCS and TCS Inc. entered into a Stock
Purchase Agreement (the "Stock Purchase Agreement") with Nexstar
Broadcasting Group, L.L.C ("Nexstar") to sell all of the
outstanding shares of their jointly owned subsidiary, Fabri. On
April 15, 1997, TCS and TCS Inc. (jointly with TCS, the
"Sellers"), completed the sale of all of the outstanding shares
of Fabri. Before the consummation of the sale, Nexstar assigned
its rights under the Stock Purchase Agreement to Nexstar
Broadcasting of the Midwest Inc.
The base purchase price for the outstanding shares of Fabri was
$31,800,000 which, as set forth in the Stock Purchase Agreement,
is subject to certain adjustments, including a working capital
adjustment which preliminarily reduced the purchase price paid at
closing to the Sellers to $31,323,929. Pursuant to the terms of
the Stock Purchase Agreement and the Sub-Debt Proceeds Sharing
Agreement, after application of the proceeds generated by the
sale to the payment of transaction expenses resulting from the
sale and to the establishment of two separate escrow accounts
totaling $1,750,000, the remaining proceeds to TCS were applied
as follows: $23,757,072 to repay certain amounts to TCS's
lenders; $1,022,534 to repay outstanding principal and accrued
interest on a loan made to TCS by the Partnership; and $2,604,601
and $1,736,400 to pay the Partnership and Commonwealth Capital
Partners, L.P., respectively, their share of certain accrued and
unpaid consulting fees. The Partnership recorded income of
$3,627,135 during the second quarter of 1997 (See Note 4).
Investments and EMP, Ltd. and MVT
The Partnership has the right to require European Media Partners,
Ltd. ("EMP, Ltd.") to purchase the Partnership's interest in MVT
at any time between December 31, 1994 and December 31, 1997.
EMP, Ltd. has the right to require the Partnership to sell the
Partnership's interest in MVT to EMP, Ltd. at any time between
September 30, 1995 and September 30, 1998. In January, 1996,
EMP, Ltd. exercised its right to require the Partnership to sell
its interest in MVT to EMP, Ltd. and notified the Partnership of
its intention to acquire the Partnership's interest. The
Partnership is currently negotiating the terms of such sale. It
is likely that the Partnership will not recover more than a
nominal portion of its $2.0 million investment, which was
previously written off, in Investments either from Investments or
from MVT.
GCC
On May 29, 1996, the Partnership sold all of its 1,090,162 shares
of Western Wireless Corporation ("WWC") at a price of $23.50 per
share in an initial public offering of shares of common stock of
WWC. The 1,090,162 shares of WWC sold by the Partnership
represented all of the shares held by the Partnership, after
giving effect to a 3.1 to 1 stock split immediately prior to the
offering. As a result, on May 29, 1996, the Partnership received
$24,147,088 in net proceeds for its 1,090,162 shares, after
payment of underwriter's commission in connection with the sale.
The Partnership recognized a gain of approximately $22.8 million
on the sale of WWC stock.
Paradigm
On April 25, 1996 and May 31, 1996, the Partnership received
proceeds of $80,000 and $55,000, respectively, from Paradigm
Entertainment L.P.'s ("Paradigm") sale of the Partnership's
remaining interests in the films and other projects developed by
Paradigm and assigned to Bob Banner Associates Inc. The
Partnership recognized a gain for financial reporting purposes of
$135,000 on the sale of the films and other projects in the
second quarter of 1996.
4. DISCONTINUED OPERATIONS
Television and Radio Station Segment
Due to the Partnership's decision to dispose of its interest in
its television and radio stations, the Partnership has presented
its Television and Radio Station Segment as discontinued
operations. The Partnership has sold all of its interests in its
Television and Radio Station Segment. For financial reporting
purposes, TCS was recorded as a discontinued operation and is
included in the Television and Radio Station Segment.
The net liabilities of discontinued operations of the Television
and Radio Station Segment on the Consolidated Balance Sheets are
comprised of the following:
</TABLE>
<TABLE>
<CAPTION>
As of As of
June 30, December 31,
1997 1996
<S> <C> <C>
Property, plant and
equipment, net $ - $ 2,856,611
Intangible assets, net - 27,791,054
Other assets 6,527,674 8,493,912
Borrowings - (22,106,254)
Other liabilities (6,527,674) (17,035,323)
Net liabilities of
discontinued operations $ 0 $ 0
</TABLE>
On April 15, 1997 TCS and TCS Inc. sold all of their outstanding
stock of Fabri. The Partnership received $1,022,534 from the
sales proceeds of Fabri to repay outstanding principal and
accrued interest on a loan made to TCS by the Partnership and
$2,604,000 for the Partnership's share of certain accrued and
unpaid consulting fees (See Note 3).
Production Segment
Due to the disposition of the Partnership's interests in films
and other projects owned by Paradigm, the Partnership's
Production Segment has been presented as discontinued operations.
The Partnership sold these remaining interests in films and other
projects during 1996.
The net liabilities of the discontinued operations of the
Production Segment on the Consolidated Balance Sheets are
comprised of the following:
<TABLE>
<CAPTION>
As of As of
June 30, December 31,
1997 1996
<S> <C> <C>
Cash $ 54,854 $ 65,082
Accounts payable and
accrued liabilities (113,766) (123,994)
Net liabilities of
discontinued operations $ (58,912) $ (58,912)
</TABLE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Liquidity and Capital Resources.
As of June 30, 1997, Registrant had $6,190,648 in cash and cash
equivalents.
On March 27, 1997, Registrant received a voluntary cash payment
of $23,671,989 (the "Cash Payment") from Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("Merrill Lynch"), an affiliate of
the General Partner, for distribution to limited partners.
Pursuant to an amendment to Registrant's Partnership Agreement
dated March 24, 1997 (the "Amendment"), the Cash Payment is
distributable solely to limited partners. On April 2, 1997,
Registrant distributed all the proceeds of the Cash Payment, or
$211.08 per Unit, to limited partners of record as of March 24,
1997. The Cash Payment has been treated in the accompanying
financial statements as a capital contribution by the General
Partner and simultaneously as a transfer to the limited partners'
capital.
Also, pursuant to the Amendment, Registrant's obligation to pay a
Partnership Management Fee and a Property Management Fee for 1996
and subsequent periods has been terminated. However, the General
Partner continued to provide services on behalf of Registrant.
In accordance with the Amendment, Registrant has no obligation to
pay for these services and will not pay for these services.
However, in accordance with generally accepted accounting
principles, for financial reporting purposes, an amount equal to
these services for the three and six months ended June 30, 1997
of $464,901 and $968,672, respectively, has been treated in the
accompanying statements of operations as an expense with a
corresponding increase in General Partner's capital. Similarly,
an amount representing these services for 1996 of $2,144,597 has
been treated as an increase in General Partner's capital and a
reduction of management fee payable. Simultaneously, a transfer
was made to the limited partners' capital in an amount of
$3,082,136, which represents the limited partners' share (99%) of
the capital contribution of such services. The foregoing expense
and capital transfer have no effect on the capital of the limited
partners or the General Partner.
In addition, in 1997, Merrill Lynch paid for certain expenses of
$73,000 on behalf of Registrant which were incurred by Registrant
in 1996. In accordance with generally accepted accounting
principles, for financial reporting purposes, such amount was
treated in the 1996 statement of operations as an expense of
Registrant and, when payment was made in 1997, as an increase in
General Partner's capital. Simultaneously with the payment, a
transfer was made to the limited partners' capital in an amount
of $72,270, which represents the limited partners' share (99%) of
the amount of such expenses. The foregoing capital transactions
increase capital of the General Partner and the limited partners
in an amount corresponding to the decreases to capital recorded
for such expenses in 1996. Thus, there is no effect on the
General Partner or the limited partners' capital.
Registrant has no contractual commitment to advance funds to any
of its investments, other than its obligations relating to its
former investments in International Media Publishing L.P.,
International Media Publishing Inc. and Intelidata Limited,
Paradigm Entertainment, L.P. and the Windsor Systems, which in
the aggregate is approximately $1.4 million. These amounts are
recorded as liabilities as of June 30, 1997 in the accounts
payable and net liabilities of discontinued operation sections of
the accompanying financial statements.
The information set forth in Part I Item 1, Financial Statements
Note 3, Media Investments, appearing on pages 13 through 15
hereof is hereby incorporated herein by reference and made a part
hereof.
Following the TCS sale, the one media asset (MVT) remaining in
Registrant and certain escrows and contingent liabilities
remaining from previously sold media investments must be
resolved. Registrant is working to sell or otherwise dispose of
MVT and to resolve these escrows and contingent liabilities by
the end of 1997. However, there can be no assurances that such
steps will be completed within this time frame.
In addition to historical information contained or incorporated
by reference in this report on Form 10-Q, Registrant may make or
publish forward-looking statements about management expectations,
strategic objectives, business prospects, anticipated financial
performance, and other similar matters. In order to comply with
the terms of the safe harbor for such statements provided by the
Private Securities Litigation Reform Act of 1995. Registrant
notes that a variety of factors, many of which are beyond its
control, affect its operations, performance, business strategy,
and results and could cause actual results and experience to
differ materially from the expectations expressed in these
statements. These factors include, but are not limited to, the
effect of changing economic and market conditions, trends in
business and finance and in investor sentiment, the level of
volatility of interest rates, the actions undertaken by both
current and potential new competitors, the impact of current,
pending, and future legislation and regulation both in the United
States and throughout the world, and the other risks and
uncertainties detailed in this Form 10-Q, and as more fully
detailed in Form 10-K incorporated by reference herein.
Registrant undertakes no responsibility to update publicly or
revise any forward-looking statements.
Results of Operations.
1997 vs. 1996.
Three months ended June 30, 1997
Registrant generated net income of approximately $3.2 million in
the three months ended June 30, 1997, which was comprised
primarily of income from consulting fees of approximately $2.6
million, income from the repayment of outstanding principal and
accrued interest on a loan made to TCS by Registrant of
approximately $1.0 million and interest income of approximately
$38,000, offset by services provided by the General Partner of
approximately $465,000 and general and administrative expenses of
approximately $6,000. The decrease in income from the three
months ended June 30, 1996 of approximately $19.9 is primarily
attributable to a one time gain on the sale of Western Wireless
stock of approximately $22.8 million in 1996, a one time gain in
1996 of $135,000 on the sale of Registrant's interest in films
and other projects developed by Paradigm, the recognition of
management fees during the three months ended June 30, 1997 of
approximately $465,000, offset by income recognized in 1997 from
consulting fees of approximately $2.6 million and the repayment
of outstanding principal and accrued interest on a loan made to
TCS by Registrant of approximately $1.0 million.
Six months ended June 30, 1997
Registrant generated net income of approximately $2.7 million in
the six months ended June 30, 1997, which was comprised primarily
of income from consulting fees of approximately $2.6 million,
income from the repayment of outstanding principal and accrued
interest on a loan made to TCS by Registrant of approximately
$1.0 million and interest income of approximately $70,000, offset
by services provided by the General Partner of approximately
$969,000 and general and administrative expenses of approximately
$11,000. The decrease in income from the six months ended June
30, 1996 of approximately $20.4 is primarily attributable to a
one-time gain on the sale of Western Wireless stock of
approximately $22.8 million in 1996, a one-time gain in 1996 of
$135,000 on the sale of Registrant's interest in films and other
projects developed by Paradigm, the recognition of management
fees during 1997 of approximately $969,000, offset by income
recognized in 1997 from consulting fees of approximately $2.6
million and the repayment of outstanding principal and accrued
interest on a loan made to TCS by Registrant of approximately
$1.0 million.
Pursuant to the Amendment, Registrant's obligation to pay
management fees for 1996 and subsequent periods has been
terminated. However, during 1996 and subsequent periods, the
General Partner will provide services on behalf of Registrant.
In accordance with the Amendment, Registrant has no obligation to
pay for these services and will not pay for such services.
However, in accordance with generally accepted accounting
principles, for financial reporting purposes, an amount equal to
these services are treated as an expense with a corresponding
increase in General Partner's capital. The foregoing expense and
capital transfer have no effect on the capital of the limited
partners or the General Partner.
PART II - OTHER INFORMATION.
Item 3. Defaults Upon Senior Securities.
Item 6. Exhibits and Reports on Form 8-K.
A). Exhibits:
Exhibit # Description
27. Financial Data Schedule
B).Reports on Form 8-K
On April 30, 1997, Registrant filed with the
Securities and Exchange Commission a Current Report
on Form 8-K dated April 15, 1997. This Current
Report contained details regarding TCS and TCS
Inc.'s completion of the sale to Nexstar
Broadcasting of the Midwest Inc. of all of the
outstanding shares in their jointly wholly owned
subsidiary, Fabri Development Corporation.
<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 MEDIA OPPORTUNITY PARTNERS, L.P.
By: RP Opportunity Management, L.P.
General Partner
By: IMP Opportunity Management Inc.
Dated: August 14, 1997 /s/ I. Martin Pompadur
I. Martin Pompadur
Director and President
(principal executive officer
of the Registrant)
Dated: August 14, 1997 /s/ Elizabeth McNey Yates
Elizabeth McNey Yates
Executive Vice President
<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 MEDIA OPPORTUNITY PARTNERS, L.P.
By: Media Opportunity Management Partners
General Partner
By: ML Opportunity Management Inc.
Dated: August 14, 1997 /s/ Kevin K. Albert
Kevin K. Albert
Director and President
Dated: August 14, 1997 /s/ Robert F. Aufenanger
Robert F. Aufenanger
Director and Executive Vice President
Dated: August 14, 1997 /s/ Diane T. Herte
Diane T. Herte
Treasurer
(principal accounting officer and
principal financial officer
of the Registrant)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial
information extracted from the quarter ended June 30,
1997 Form 10-Q Consolidated Balance Sheets and
Consolidated Statements of Operations as of June 30,
1997, and is qualified in its entirety by reference to
such financial statements.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
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0
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