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
September 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 September 30,
1997 (Unaudited) and December 31, 1996
(Unaudited)
Consolidated Income Statements for the three and
nine months ended September 30, 1997 (Unaudited)
and September 30, 1996 (Unaudited)
Consolidated Statements of Cash Flows for the
nine months ended September 30, 1997 (Unaudited)
and September 30, 1996 (Unaudited)
Consolidated Statement of Changes in Partners'
Capital/(Deficit) for the nine months ended
September 30, 1997 (Unaudited)
Notes to Consolidated Financial Statements for
the nine months ended September 30, 1997
(Unaudited)
<PAGE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 1997 (UNAUDITED)
AND DECEMBER 31, 1996 (UNAUDITED)
September 30, December 31,
Notes 1997 1996
<S> <C> <C>
ASSETS:
Cash and cash equivalents $ 6,850,874 $ 2,383,444
Interest receivable 11,841 4,217
TOTAL ASSETS $ 6,862,715 $ 2,387,661
LIABILITIES AND PARTNERS'
CAPITAL/(DEFICIT):
Liabilities:
Accounts payable and
accrued liabilities $ 1,641,653 $ 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 1,700,565 3,874,963
Commitments and
contingencies 3,5
</TABLE>
(Continued on the following page.)
<PAGE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 1997 (UNAUDITED)
AND DECEMBER 31, 1996 (UNAUDITED)
(continued)
September 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 27,313,273 -
Transfer from General Partner
to Limited partners 2
(27,276,860) -
Cash distributions (362,496) (362,496)
Cumulative loss (621,231) (651,313)
72,114 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
27,276,860 -
Tax allowance cash
distribution (2,040,121) (2,040,121)
Other cash distributions 2 (59,559,029) (35,887,040)
Cumulative loss (61,501,990) (64,480,076)
5,090,036 (1,492,921)
Total Partners' Capital/(Deficit) 5,162,150 (1,487,302)
TOTAL LIABILITIES AND
PARTNERS' CAPITAL/(DEFICIT)
$ 6,862,715 $ 2,387,661
See Notes to Consolidated Financial Statements (Unaudited).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED INCOME STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 1997 (UNAUDITED)
AND SEPTEMBER 30, 1996 (UNAUDITED)
Three Months Nine Months
Sept. 30, Sept. 30, Sept. 30, Sept. 30,
Not 1997 1996 1997 1996
es
<S> <C> <C> <C> <C>
Interest income $ 107,43 $ 142,30 $ 177,637 $ 268,606
5 3
Other income - 555,489 - 555,489
Gain on Sale of:
MVT 3 481,200 - 481,200 -
IMP/Intelidata 3 159,901 - 159,901 -
Western Wireless
Corporation
stock 3 - - - 22,843,249
748,536 697,792 818,738 23,667,344
Partnership
Operating
Expenses:
General and
administrative 2,956 67,832 14,018 84,155
Services provided
by the General
Partner 2 455,015 - 1,423,687 -
457,971 67,832 1,437,705 84,155
Income/(Loss) from
Partnership
operations 290,565 629,960 (618,967) 23,583,189
Discontinued
operations:
(Loss)/Income from
discontinued
operations-
Production Segment
3 - (69,456) - 65,544
</TABLE>
(Continued on the following page.)
<PAGE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED INCOME STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 1997 (UNAUDITED)
AND SEPTEMBER 30, 1996 (UNAUDITED)
Three Months Nine Months
Sept. 30, Sept. 30, Sept. 30, Sept. 30,
Not 1997 1996 1997 1996
es
<S> <C> <C> <C> <C>
Income from
Discontinued
Television and
Radio Station
Segment 3 - - 3,627,135 -
(Loss)/Income from
discontinued
operations - (69,456 3,627,135 65,544
)
NET INCOME $ 290,56 $ 560,50 $ 3,008,16 $23,648,73
5 4 8 3
Per Unit of Limited
Partnership
Interest:
Income/(Loss) from
Partnership
operations $ 2.5 $ 5.5 $ (5.4 $ 208.1
7 6 6) 8
(Loss)/Income from
discontinued
operations-
Production
Segment - (.61) - .58
Income from
Discontinued
Television and
Radio Station
Segment - - 32.02 -
NET INCOME $ 2.5 $ 4.9 $ 26.5 $ 208.7
7 5 6 6
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 NINE MONTH PERIODS ENDED
SEPTEMBER 30, 1997 (UNAUDITED)
AND SEPTEMBER 30, 1996 (UNAUDITED)
Sept. 30, Sept. 30,
1997 1996
<S> <C> <C>
Cash flows from operating activities:
Net income $ 3,008,168 $ 23,648,73
3
Adjustments to reconcile net income
to net cash provided by operating
activities:
Services provided by the General
Partner 1,423,687 -
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 (7,624) 1,313
Other assets - 68,934
Accounts payable and accrued
liabilities (29,801) 117,421
Change in Net Liabilities of
Discontinued Operations-Production
Segment - (65,544
)
Net cash provided by operating
activities 767,295 927,608
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 NINE MONTHS ENDED
SEPTEMBER 30, 1997 (UNAUDITED)
AND SEPTEMBER 30, 1996 (UNAUDITED)
(continued)
Sept. 30, Sept. 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 distributions (23,671,989) (24,241,877)
Net cash provided by financing
activities 73,000 (24,241,877)
Net increase in cash and
cash equivalents 4,467,430 832,819
Cash and cash equivalents at
beginning of year 2,383,444 1,539,981
Cash and cash equivalents at end
of period $ 6,850,874 $ 2,372,800
Interest paid by TCS $ 2,290,177 $ 970,875
</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, 1996 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 NINE MONTHS ENDED
SEPTEMBER 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 30,082 2,978,086 3,008,168
Additional capital
contributions 27,313,273 - 27,313,273
Transfer from General
Partner to Limited
partners (27,276,860) 27,276,860 -
Cash distribution paid
- (23,671,989) (23,671,989)
Partners' Capital as
of September 30, 1997
$ 72,114 $ 5,090,036 $ 5,162,150
See Notes to Consolidated Financial Statements (Unaudited).
ML MEDIA OPPORTUNITY PARTNERS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED
SEPTEMBER 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 (described in detail in Footnote 2 below).
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 $1,423,687 and $2,144,597
during the nine months ended September 30, 1997 and year ended
December 31, 1996, respectively (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 September 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 nine months ended
September 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 period's 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 was 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 nine months
ended September 30, 1997 of $455,015 and $1,423,687,
respectively, has been treated in the accompanying income
statements 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. In conjunction with the General Partner's capital
increases mentioned above, a transfer was made to the limited
partners' capital in an aggregate amount of $3,532,601 during the
nine months ended September 30, 1997, 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 increased 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 was
no effect on the General Partner or the limited partners'
capital.
3. MEDIA INVESTMENTS
On September 22, 1997, the Partnership, pursuant to the option
exercised by European Media Partners Ltd., completed the sale of
its remaining investment, a restructed 13.8% ownership interest
in MV Technology Limited ("MVT") for approximately $481,000. MVT
is a United Kingdom corporation whose purpose is to manage its
sole asset, a 10% interest in Teletext, a United Kingdom
corporation organized to acquire United Kingdom franchising
rights to provide data in text form to television viewers via
television broadcast sidebands. The Partnership had held an
indirect 1.38% interest in Teletext. As of September 22, 1997,
with the closing of the sale of MVT, the Partnership disposed of
its last Media Business (as defined in the Partnership
Agreement). In July, 1996, the Partnership received approximately
$87,000 in dividends from MVT.
On August 27, 1997, the Partnership received approximately
$160,000 representing the final deferred sale payment arising
from the July 1, 1993 sale of its interest in International Media
Publishing, L.P. ("IMPLP") and Intelidata Limited ("Intelidata")
(see below).
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 IMPLP, International Media Publishing
Inc. ("IMPI"), Intelidata, 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
September 30, 1997 in the accounts payable and net liabilities of
discontinued operation sections of the accompanying financial
statements. Although the Partnership is working to resolve these
items, as well as certain outstanding items related to the TCS
sale (see below), by the end of 1997, 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, 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 escrow accounts are included in
other assets as of September 30, 1997 of the discontinued
operation section of the accompanying financial statements. The
Partnership recorded income of $3,627,135 during the second
quarter of 1997 (See Note 4).
IMP/Intelidata
Effective July 1, 1993, the Partnership entered into three
transactions to sell the business and assets of IMPLP and its
wholly owned subsidiary IMPI and Intelidata. In two separate
transactions, the Partnership sold the entire business and
substantially all of the assets of IMPLP/IMPI and a portion of
the business and assets of Intelidata to Phillips Business
Information, Inc. ("PBI") for future consideration based on the
revenues of IMPLP/IMPI and the portion of the Intelidata business
acquired by PBI. At closing, PBI made advances of $100,000 and
$150,000 to IMPLP/IMPI and Intelidata, respectively, which
advances would be recoverable by PBI from any future
consideration payable by PBI to the Partnership. In addition,
PBI agreed to assume certain liabilities of IMPLP/IMPI and
Intelidata. On August 27, 1997, the Partnership received and
recognized a gain for financial reporting purposes of
approximately $160,000 representing the final deferred sales
payment arising from this sale transaction. These funds
represented the contractual royalty fee for sales generated by
Intelidata since the 1993 sale.
In a third transaction, the Partnership sold the remaining
business and assets of Intelidata, which were not sold to PBI, to
Romtec plc. ("Romtec") in exchange for future consideration,
based on both the amount of assets and liabilities transferred to
Romtec and the combined profits of the portion of the Intelidata
business acquired by Romtec and another, existing division of
Romtec. In addition, certain liabilities of Intelidata were
assumed by Romtec. During 1997, it was determined that no
consideration would be payable from the sale to Romtec. As a
result of the above activity, the Partnership has no remaining
interests in IMP/Intelidata.
Windsor
On August 29, 1996, approximately $190,000 was received by the
Partnership as final settlement for post-closing adjustments
related to the sale of the Windsor systems to Multimedia
Cablevision. In addition, as of September 30, 1996, escrowed
monies of approximately $279,000 plus approximately $34,000 of
interest was received by the Partnership in full settlement of
the post-closing expense escrow from such sale.
WWC
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, offset by operational losses of $69,456
recognized in the third 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
September 30, December 31,
1997 1996
<S> <C> <C>
Property, plant and
equipment, net $ - $ 2,856,611
Intangible assets, net - 27,791,054
Other assets 6,438,718 8,493,912
Borrowings - (22,106,254)
Other liabilities (6,438,718) (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
$2,604,601 for the Partnership's share of certain accrued and
unpaid consulting fees (See Note 3), thus recognizing income of
$3,627,135.
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
September 30, December 31,
1997 1996
<S> <C> <C>
Cash $ 54,440 $ 65,082
Accounts payable and
accrued liabilities (113,352) (123,994)
Net liabilities of
discontinued operations $ (58,912) $ (58,912)
</TABLE>
5. CONTINGENCIES
On August 29, 1997, a purported class action was commenced in New
York Supreme Court, New York County, on behalf of the limited
partners of the Partnership, against the Partnership, the
Partnership's general partner, Media Opportunity Management
Partners (the "General Partner"), its two partners, ML
Opportunity Management Inc. ("MLOM") and RP Opportunity
Management, L.P. ("RPOM"), Merrill Lynch & Co., Inc. and Merrill
Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch").
The action concerns the Partnership's payment of certain
management fees to the General Partner and the payment of certain
purported fees to an affiliate of RPOM.
Specifically, the plaintiffs allege breach of the Partnership
Agreement, breach of fiduciary duties and unjust enrichment by
the General Partner in that the General Partner allegedly: (1)
improperly failed to return certain uninvested capital
contributions in the amount of approximately $18.5 million (less
certain reserves), (2) improperly paid itself management fees in
the amount of approximately $18.3 million, and (3) improperly
paid Multivision, an affiliate of RPOM, supposedly duplicative
management fees in an amount in excess of $6 million. In
addition, plaintiffs assert a claim for quantum meruit, seeking
counsel fees supposedly based on the benefit received by the
limited partners as a result of a voluntary payment by Merrill
Lynch to the Partnership in March 1997 in the amount of
approximately $23 million representing management fees paid by
the Partnership to the General Partner since April 1990.
With respect to Merrill Lynch & Co., Inc., Merrill Lynch, MLOM
and RPOM, plaintiffs claim that these defendants aided and
abetted the General Partner in the alleged breach of the
Partnership Agreement and in the alleged breach of the General
Partner's fiduciary duties. Plaintiffs seek, among other things,
an injunction barring defendants from paying themselves
management fees or expenses not expressly authorized by the
Partnership Agreement, an accounting, disgorgement of the alleged
improperly paid fees, return of uninvested capital contributions,
counsel fees, and compensatory and punitive damages. A response
to the Complaint is due on December 5, 1997. The defendants
intend to vigorously defend this action.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Liquidity and Capital Resources.
As of September 30, 1997, Registrant had $6,850,874 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 was
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 nine months ended September 30,
1997 of $455,015 and $1,423,687, respectively, has been treated
in the accompanying income statements 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. In conjunction with the
General Partner's capital increases mentioned above, a transfer
was made to the limited partners' capital in an aggregate amount
of $3,532,601 during the nine months ended September 30, 1997,
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
increased 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 was 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., 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 September 30, 1997 in the accounts
payable and net liabilities of discontinued operation sections of
the accompanying financial statements. Although Registrant is
working to resolve these items, as well as certain outstanding
items related to the TCS sale, by the end of 1997, there can be
no assurances that such steps will be completed within this time
frame.
The information set forth in Part I Item 1, Financial Statements
Note 3, Media Investments, appearing on pages 13 through 16
hereof is hereby incorporated herein by reference and made a part
hereof.
On August 29, 1997, a purported class action was commenced in New
York Supreme Court, New York County, on behalf of the limited
partners of Registrant, against Registrant, Registrant's general
partner, Media Opportunity Management Partners (the "General
Partner"), its two partners, ML Opportunity Management Inc.
("MLOM") and RP Opportunity Management, L.P. ("RPOM"), Merrill
Lynch & Co., Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch"). The action concerns Registrant's
payment of certain management fees to the General Partner and the
payment of certain purported fees to an affiliate of RPOM.
Specifically, the plaintiffs allege breach of the Partnership
Agreement, breach of fiduciary duties and unjust enrichment by
the General Partner in that the General Partner allegedly: (1)
improperly failed to return certain uninvested capital
contributions in the amount of approximately $18.5 million (less
certain reserves), (2) improperly paid itself management fees in
the amount of approximately $18.3 million, and (3) improperly
paid Multivision, an affiliate of RPOM, supposedly duplicative
management fees in an amount in excess of $6 million. In
addition, plaintiffs assert a claim for quantum meruit, seeking
counsel fees supposedly based on the benefit received by the
limited partners as a result of a voluntary payment by Merrill
Lynch to Registrant in March 1997 in the amount of approximately
$23 million representing management fees paid by Registrant to
the General Partner since April 1990.
With respect to Merrill Lynch & Co., Inc., Merrill Lynch, MLOM
and RPOM, plaintiffs claim that these defendants aided and
abetted the General Partner in the alleged breach of the
Partnership Agreement and in the alleged breach of the General
Partner's fiduciary duties. Plaintiffs seek, among other things,
an injunction barring defendants from paying themselves
management fees or expenses not expressly authorized by the
Partnership Agreement, an accounting, disgorgement of the alleged
improperly paid fees, return of uninvested capital contributions,
counsel fees, and compensatory and punitive damages. A response
to the Complaint is due on December 5, 1997. The defendants
intend to vigorously defend this action.
Forward Looking Information
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 September 30, 1997
Registrant generated net income of approximately $290,000 and
$561,000 in the three months ended September 30, 1997 and 1996,
respectively. Registrant's net income decreased by approximately
$280,000 from year to year primarily due to one-time transactions
occurring in the 1997 and 1996 periods. During the 1997 period,
Registrant recognized a one-time gain on the sale of MVT and
Intelidata of approximately $481,000 and $160,000, respectively,
partially offset by services provided by the General Partner of
approximately $455,000. During the 1996 period, Registrant
recognized income of approximately $555,000 due to a one-time
dividend of approximately $87,000 and the receipt of escrows of
approximately $469,000 related to the sale of the Windsor
Systems, partially offset by a one-time loss of approximately
$69,000 related to the sale of Registrant's interests in
Paradigm.
Nine months ended September 30, 1997
Registrant generated net income of approximately $3.0 million and
$23.6 million in the nine months ended September 30, 1997 and
1996, respectively. Registrant's net income decreased by
approximately $20.6 million from year to year primarily due to a
one-time gain on the sale of Western Wireless Corporation stock
of approximately $22.8 million in 1996 and an increase in the
services provided by the General Partner of approximately
$1,424,000, partially offset by a one-time recognition of income
in 1997 from consulting fees of approximately $2.6 million and
the one-time repayment of outstanding principal and accrued
interest on a loan made to TCS by Registrant of approximately
$1.0 million in 1997.
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 1. Legal Proceedings.
On August 29, 1997, a purported class action was commenced in New
York Supreme Court, New York County, on behalf of the limited
partners of Registrant, against Registrant, Registrant's general
partner, Media Opportunity Management Partners (the "General
Partner"), its two partners, ML Opportunity Management Inc.
("MLOM") and RP Opportunity Management, L.P. ("RPOM"), Merrill
Lynch & Co., Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch"). The action concerns Registrant's
payment of certain management fees to the General Partner and the
payment of certain purported fees to an affiliate of RPOM.
Specifically, the plaintiffs allege breach of the Partnership
Agreement, breach of fiduciary duties and unjust enrichment by
the General Partner in that the General Partner allegedly: (1)
improperly failed to return certain uninvested capital
contributions in the amount of approximately $18.5 million (less
certain reserves), (2) improperly paid itself management fees in
the amount of approximately $18.3 million, and (3) improperly
paid Multivision, an affiliate of RPOM, supposedly duplicative
management fees in an amount in excess of $6 million. In
addition, plaintiffs assert a claim for quantum meruit, seeking
counsel fees supposedly based on the benefit received by the
limited partners as a result of a voluntary payment by Merrill
Lynch to Registrant in March 1997 in the amount of approximately
$23 million representing management fees paid by Registrant to
the General Partner since April 1990.
With respect to Merrill Lynch & Co., Inc., Merrill Lynch, MLOM
and RPOM, plaintiffs claim that these defendants aided and
abetted the General Partner in the alleged breach of the
Partnership Agreement and in the alleged breach of the General
Partner's fiduciary duties. Plaintiffs seek, among other things,
an injunction barring defendants from paying themselves
management fees or expenses not expressly authorized by the
Partnership Agreement, an accounting, disgorgement of the alleged
improperly paid fees, return of uninvested capital contributions,
counsel fees, and compensatory and punitive damages. A response
to the Complaint is due on December 5, 1997. The defendants
intend to vigorously defend this action.
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
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 MEDIA OPPORTUNITY PARTNERS, L.P.
By: RP Opportunity Management, L.P.
General Partner
By: IMP Opportunity Management Inc.
Dated: November 14, 1997 /s/ I. Martin Pompadur
I. Martin Pompadur
Director and President
(principal executive officer
of the Registrant)
Dated: November 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: November 14, 1997 /s/ Kevin K. Albert
Kevin K. Albert
Director and President
Dated: November 14, 1997 /s/ Robert F. Aufenanger
Robert F. Aufenanger
Director and Executive Vice President
Dated: November 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 September
30, 1997 Form 10-Q Consolidated Balance Sheets and
Consolidated Statements of Operations as of September
30, 1997, and is qualified in its entirety by
reference to such financial statements.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 6,851
<SECURITIES> 0
<RECEIVABLES> 11
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 6,863
<CURRENT-LIABILITIES> 1,701
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 5,162
<TOTAL-LIABILITY-AND-EQUITY> 6,863
<SALES> 0
<TOTAL-REVENUES> 819
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,438
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 3,008
<INCOME-TAX> 0
<INCOME-CONTINUING> (619)
<DISCONTINUED> 3,627
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</TABLE>
