UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1996 ------------------ OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ---------------- ----------------- Commission File Number 0-17543 ML FUTURES INVESTMENTS L.P. --------------------------- (Exact Name of Registrant as specified in its charter) Delaware 13-3590615 - -------------------------------- --------------------------------- (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) c/o Merrill Lynch Investment Partners Inc. (formerly ML Futures Investment Partners Inc.) Merrill Lynch World Headquarters - South Tower, 6th Fl. World Financial Center New York, New York 10080-6106 ------------------------------------------------------ (Address of principal executive offices) (Zip Code) 212-236-4161 ---------------------------------------------------- (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 --- --- This document contains 11 pages. There are no exhibits and no exhibit index filed with this document. PART I - FINANCIAL INFORMATION Item 1. Financial Statements ML FUTURES INVESTMENTS L.P. --------------------------- (a Delaware limited partnership) -------------------------------- STATEMENTS OF FINANCIAL CONDITION --------------------------------- September 30, December 31, 1996 1995 ---- ---- ASSETS - ------ Accrued interest $ 87,525 $ 115,604 Equity in commodity futures trading accounts: Cash and option premiums 23,205,736 27,022,835 Net unrealized gain on open contracts 1,467,737 1,522,575 --------------- --------------- TOTAL $24,760,998 $28,661,014 =============== =============== LIABILITIES AND PARTNERS' CAPITAL --------------------------------- LIABILITIES: Redemptions payable $ 315,665 $ 626,446 Profit shares payable 6,703 - Brokerage commissions payable (Note 2) 199,316 222,831 Administrative expense payable (Note 2) 5,159 - --------------- --------------- Total liabilities 526,843 849,277 --------------- --------------- PARTNERS' CAPITAL: General Partner (1,787 and 1,787 units) 339,813 347,972 Limited Partners (125,651 and 141,035 units) 23,894,342 27,463,765 ---------------- --------------- Total partners' capital 24,234,155 27,811,737 ---------------- --------------- TOTAL $24,760,998 $28,661,014 ================ =============== NET ASSET VALUE PER UNIT (Based on 127,438 and 142,822 Units outstanding) $190.16 $194.73 ================ =============== See notes to financial statements. 2 ML FUTURES INVESTMENTS L.P. --------------------------- (a Delaware limited partnership) -------------------------------- STATEMENTS OF OPERATIONS ------------------------ For the three For the three For the nine For the nine months ended months ended months ended months ended September 30, September 30, September 30, September 30, 1996 1995 1996 1995 ---------- ---------- ---------- ---------- REVENUES: Trading (loss) profits: Realized $ (350,573) $(910,654) $ 518,233 $5,525,846 Change in unrealized 1,347,727 (257,800) (54,838) (1,877,615) ------------- ------------- ------------- ------------- Total trading results 997,154 (1,168,454) 463,395 3,648,231 ------------- ------------- ------------- ------------- Interest income 275,017 359,940 877,858 1,105,943 ------------- ------------- ------------- ------------- Total revenues 1,272,171 (808,514) 1,341,253 4,754,174 ------------- ------------- ------------- ------------- EXPENSES: Profit shares 6,703 6,000 75,570 412,897 Brokerage commissions (Note 2) 596,822 729,812 1,903,923 2,252,140 Administrative expense (Note 2) 15,303 - 48,818 - ------------- ------------- ------------- ------------- Total expenses 618,828 735,812 2,028,311 2,665,037 ------------- ------------- ------------- ------------- NET (LOSS) INCOME $653,343 $(1,544,326) $ (687,058) $2,089,137 ============= ============= ============= ============= NET INCOME (LOSS) PER UNIT: Weighted average number of units outstanding 131,858 153,065 137,174 159,692 ======== ======== ======= ======= Weighted average net income (loss) per Limited Partner unit and General Partner unit $4.95 $(10.09) $(5.01) $13.08 ===== ======== ======= ====== See notes to financial statements. 3 ML FUTURES INVESTMENTS L.P. --------------------------- (a Delaware limited partnership) -------------------------------- STATEMENTS OF CHANGES IN PARTNERS' CAPITAL ------------------------------------------ For the nine months ended September 30, 1996 and 1995 ----------------------------------------------------- Limited General Units Partners Partner Total ----- -------- ------- ----- PARTNERS' CAPITAL, DECEMBER 31, 1994 168,218 $28,947,888 $353,061 $29,300,949 Net income - 2,063,998 25,139 2,089,137 Redemptions (19,236) (3,592,134) - (3,592,134) ----------- -------------- ------------ --------------- PARTNERS' CAPITAL, SEPTEMBER 30, 1995 148,982 $27,419,752 $378,200 $27,797,952 =========== ============== ============ =============== PARTNERS' CAPITAL, DECEMBER 31, 1995 142,822 $27,463,765 $347,972 $27,811,737 Net loss - (678,899) (8,159) (687,058) Redemptions (15,384) (2,890,524) - (2,890,524) ----------- -------------- ------------ --------------- PARTNERS' CAPITAL, SEPTEMBER 30, 1996 127,438 $23,894,342 $339,813 $24,234,155 =========== ============== ============ =============== See notes to financial statements. 4 ML FUTURES INVESTMENTS L.P. (A Delaware Limited Partnership) NOTES TO FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES These financial statements have been prepared without audit. In the opinion of management, the financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position of The ML Futures Investments L.P. (the "Partnership" or the "Fund") as of September 30, 1996 and the results of its operations for the nine months ended September 30, 1996 and 1995. However, the operating results for the interim periods may not be indicative of the results expected for the full year. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with general accepted accounting principles have been omitted. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Partnership's Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 1995 (the "Annual Report"). 2. RELATED PARTY TRANSACTIONS The Partnership paid brokerage commissions to MLF at a flat monthly rate of 1% (a 12% annual rate) of the Partnership's month-end Net Assets. This monthly rate was reduced to .83 of 1% (a 10% annual rate) as of April 1, 1993. Effective January 1, 1996, the brokerage commission the Partnership pays to the Commodity Broker was reduced to .8125% (a 9.75% annual rate), and the Partnership began to pay an administrative fee to the General Partner of .020833% (a .25% annual rate). Month-end assets are not reduced for purposes of calculating brokerage commissions by any accrued but unpaid brokerage commissions or any new profit share. MLIP estimates that the round-turn equivalent commission rate charged to the Partnership during the nine months ended September 30, 1996 and 1995 was approximately $94 and $16, respectively (not including, in calculating round-turn equivalents, forward contracts on a futures-equivalent basis). MLF pays the Advisors annual Consulting Fees ranging from 1.75% to 4% of the Partnership's average month-end assets allocated to them for management, after reduction for a portion of the brokerage commissions. 3. FAIR VALUE AND OFF-BALANCE SHEET RISK The Partnership trades futures, options and forward contracts in interest rates, stock indices, commodities, currencies, energy and metals. The Partnership's revenues by reporting category for the nine months ended September 30, 1996 were as follows: 1996 ---- Interest rate and Stock indices $291,190 Commodities (386,688) Currencies 433,763 Energy 993,466 Metals (868,336) --------------- $463,395 =============== Market Risk ----------- Derivative instruments involve varying degrees of off-balance sheet market risk, and changes in the level or volatility of interest rates, foreign currency exchange rates or the market values of the financial instruments or commodities underlying such derivative instruments frequently result in changes in the Partnership's unrealized gain or loss on such derivative instruments as reflected in the Statements of Financial Condition. The Partnership's exposure to market risk is influenced by a number of factors, including the relationships among the derivative instruments held by the Partnership as well as the volatility and liquidity of the markets in which the derivative instruments are traded. The General Partner has procedures in place intended to control market risk, although there can be no assurance that they will, in fact, succeed in doing so. These procedures focus primarily on 5 monitoring the trading of the Advisors selected from time to time for the Partnership, calculating the Net Asset Value of the Advisors' respective Partnership accounts as of the close of business on each day and reviewing outstanding positions for over-concentration both on an Advisor-by-Advisor and on an overall Partnership basis. While the General Partner does not itself intervene in the markets to hedge or diversify the Partnership's market exposure, the General Partner may urge Advisors to reallocate positions, or itself reallocate Partnership assets among Advisors (although typically only as of the end of a month) in an attempt to avoid over- concentrations. However, such interventions are unusual. Except in cases in which it appears that an Advisor has begun to deviate from past practice or trading policies or to be trading erratically, the General Partner's basic risk control procedures consist simply of the ongoing process of Advisor monitoring and selection with the market risk controls being applied by the Advisors themselves. Fair Value ---------- The derivative instruments used in the Partnership's trading activities are marked to market daily with the resulting unrealized gains or losses recorded in the Statements of Financial Condition and the related profit or loss reflected in trading revenues in the Statements of Income. The contract/notional values of the Partnership's open derivative instrument positions as of September 30, 1996 and December 31, 1995 were as follows: 1996 1995 ----------------------------------------- ------------------------------------------ Commitment to Commitment to Commitment to Commitment to Purchase (Futures, Sell (Futures, Purchase (Futures, Sell (Futures, Options & Forwards) Options & Forwards) Options & Forwards) Options & Forwards) ------------------- ------------------- ------------------- ------------------- Interest rate and Stock indices $268,450,869 $ 4,848,997 $233,892,908 $62,165,959 Commodities 4,883,934 1,545,643 8,944,541 1,780,506 Currencies 14,843,532 20,212,192 22,533,449 23,426,238 Energy 2,614,394 - 4,790,522 - Metals 6,931,259 8,174,859 8,506,013 3,974,356 --------------- --------------- --------------- --------------- $297,723,988 $34,781,691 $278,667,433 $91,347,059 =============== =============== =============== =============== Substantially all of the Partnership's derivative instruments outstanding as of September 30, 1996 expire within one year. The contract/notional value of the Partnership's exchange-traded and non-exchange-traded derivative instrument positions as of September 30, 1996 and December 31, 1995 was as follows: 1996 1995 ----------------------------------------- ------------------------------------------ Commitment to Commitment to Commitment to Commitment to Purchase (Futures, Sell (Futures, Purchase (Futures, Sell (Futures, Options & Forwards) Options & Forwards) Options & Forwards) Options & Forwards) ------------------- ------------------- ------------------- ------------------- Exchange traded $284,203,354 $20,713,435 $253,233,552 $67,844,388 Non-Exchange traded 13,520,634 14,068,256 25,433,881 23,502,671 --------------- --------------- --------------- --------------- $297,723,988 $34,781,691 $278,667,433 $91,347,059 =============== =============== =============== =============== The average fair value of the Partnership's derivative instrument positions which were open as of the end of each calendar month during the nine months ended September 30, 1996 and the year ended December 31, 1995 was as follows: 6 1996 1995 ----------------------------------------- ------------------------------------------ Commitment to Commitment to Commitment to Commitment to Purchase (Futures, Sell (Futures, Purchase (Futures, Sell (Futures, Options & Forwards) Options & Forwards) Options & Forwards) Options & Forwards) ------------------- ------------------- ------------------- ------------------- Interest rate and Stock indices $117,846,771 $ 70,517,755 $180,800,308 $20,386,155 Commodities 6,701,466 1,463,446 7,173,549 1,204,905 Currencies 28,448,733 30,437,884 34,970,478 31,883,215 Energy 2,855,545 41,980 1,605,552 528,913 Metals 11,911,398 6,725,378 8,842,427 5,677,989 --------------- --------------- --------------- --------------- $167,763,913 $109,186,443 $233,392,314 $59,681,177 =============== =============== =============== =============== A portion of the amounts indicated as off-balance sheet risk reflects offsetting commitments to purchase and sell the same derivative instrument on the same date in the future. These commitments are economically offsetting but are not, as a technical matter, offset in the forward market until the settlement date. Credit Risk ----------- The risks associated with exchange-traded contracts are typically perceived to be less than those associated with over-the-counter (non-exchange- traded) transactions, because exchanges typically (but not universally) provide clearinghouse arrangements in which the collective credit (in some cases limited in amount, in some cases not) of the members of the exchange is pledged to support the financial integrity of the exchange. In over-the- counter transactions, on the other hand, traders must rely solely on the credit of their respective individual counterparties. Margins, which may be subject to loss in the event of a default, are generally required in exchange trading, and counterparties may also require margin in the over- the-counter markets. The fair value amounts in the above tables represent the extent of the Partnership's market exposure in the particular class of derivative instrument listed, but not the credit risk associated with counterparty nonperformance. The credit risk associated with these instruments from counterparty nonperformance is the net unrealized gain, if any, included in the Statements of Financial Condition. The Partnership also has credit risk because the sole counterparty or broker with respect to most of the Partnership's assets is MLF. As of September 30, 1996 and December 31, 1995, $19,856,619 and $18,809,783 of the Partnership's assets, respectively, were held in segregated accounts at MLF in accordance with Commodity Futures Trading Commission regulations. The gross unrealized gain and the net unrealized gain on the Partnership's open derivative instrument positions as of September 30, 1996 and December 31, 1995 were as follows: 1996 1995 ---- ---- Gross Net Gross Net Unrealized Unrealized Unrealized Unrealized Gain Gain (Loss) Gain Gain (Loss) ---- ----------- ---- ----------- Exchange traded $1,872,873 $1,342,531 $1,852,088 $1,527,947 Non-Exchange traded 228,733 125,206 160,590 (5,372) ----------------- ----------------- ----------------- ----------------- $2,101,606 $1,467,737 $2,012,678 $1,522,575 ================= ================== ================== ================= The Partnership controls credit risk by dealing almost exclusively with Merrill Lynch entities as brokers and counterparties. Item 2: Management's Discussion and Analysis of Financial Condition and --------------------------------------------------------------- Results of Operations --------------------- Operational Overview: Advisor Selections - ---------------------------------------- Due to the nature of the Fund's business, its results of operations depend on MLIP's ability to select Advisors and determine the appropriate percentage of assets to allocate to them for trading, as well as the Advisors' ability to recognize and capitalize on trends and other profit opportunities in different sectors of the world commodity markets. MLIP's Advisor selection 7 procedure and leveraging analysis, as well as the Advisors' trading methods, are confidential, so that substantially the only information that can be furnished regarding the Fund's results of operations is contained in the performance record of its trading. Unlike operating businesses, general economic or seasonal conditions do not directly affect the profit potential of the Fund, and its past performance is not necessarily indicative of future results. Because of the speculative nature of its trading, operational or economic trends have little relevance to the Fund's results. MLIP believes, however, that there are certain market conditions, for example, markets with strong price trends, in which the Fund has a better likelihood of being profitable than in others. As of October 1, 1996, the Partnership's assets were allocated as follows: Trading Advisor Markets Traded % Allocation - --------------- -------------- ------------ Chesapeake Capital Corporation Diversified Program 30.62 Sjo, Inc. Diversified Program 28.18 West Course Capital, Inc. Diversified Program 16.85 Hyman Beck & Company, Inc. Diversified Program 17.53 Coral Rock Investments, Inc. Leverage Program 6.82 ----- 100.00 MLIP expects to continue to change both allocations and Advisor selections from time to time without advance notice to existing investors. Results of Operations - General - ------------------------------- MLIP believes that multi-Advisor futures funds should be regarded as medium- to long-term investments but, unlike an operating business, it is difficult to identify "trends" in the Fund's operations and virtually impossible to make any predictions regarding future results based on results to date. Markets in which sustained price trends occur with some frequency tend to be more favorable to managed futures investments than "whipsaw," "choppy" markets, but (i) this is not always the case, (ii) it is impossible to predict when trending markets will occur and (iii) different Advisors are affected differently by trends in general as well as by particular types of trends. The Fund controls credit risk in its trading in the derivatives markets by trading only through Merrill Lynch entities which MLIP believes to be creditworthy. The Fund attempts to control the market risk inherent in its derivatives trading by utilizing a multi-advisor, multi-strategy structure. This structure purposefully attempts to diversify the Fund's Advisor group among different strategy types and market sectors in an effort to reduce risk (although the Fund's portfolio currently emphasizes technical and trend-following approaches). Performance Summary - ------------------- During the first nine months of 1995, the Fund's average month-end Net Assets equalled $29,340,739 and the Fund recognized gross trading gains of $3,648,231 or 12.43% of such average month-end Net Assets. Brokerage commissions of $2,252,140 or 7.68% and Profit Shares of $412,897 or 1.41% of average month-end Net Assets were paid. Interest income of $1,105,943 or 3.77% of average month-end Net Assets resulted in net income of $2,089,137 or 7.12% of average month-end Net Assets, which resulted in a 7.12% increase in the Net Asset Value per Unit since December 31, 1994. During the first nine months of 1996, the Fund's average month-end Net Assets equalled $25,833,815, and the Fund recognized gross trading gains of $463,395 or 1.79% of such average month-end Net Assets. Brokerage commissions of $1,903,923 or 7.37%, Administrative expenses of $48,818 or .19% and Profit Shares of $75,570 or .29% of average month-end Net Assets were paid. Interest income of $877,858 or 3.40% of average month-end Net Assets resulted in net losses of $687,058 or 2.66% of average month-end Net Assets which resulted in a 2.35% decrease in the overall Net Asset Value per Units since December 31, 1995. During the first nine months of 1996 and 1995, the Fund experienced 8 profitable months and 10 unprofitable months. MONTH-END NET ASSET VALUE PER UNIT - ----------------------------------------------------------------------------------------------------------- Jan. Feb. Mar. April May June July Aug. Sept. - ----------------------------------------------------------------------------------------------------------- 1995 $168.83 $170.34 $183.65 $185.36 $201.81 $196.63 $191.97 $188.84 $186.59 - ----------------------------------------------------------------------------------------------------------- 1996 $199.47 $192.27 $189.90 $194.60 $188.11 $184.97 $179.92 $182.48 $190.16 - ----------------------------------------------------------------------------------------------------------- 8 Importance of Market Factors - ---------------------------- Comparisons between the Fund's performance in a given period in one fiscal year to the same period in a prior year are unlikely to be meaningful, given the uncertainty of price movements in the markets traded by the Fund. In general, MLIP expects that the Fund is most likely to trade successfully in markets which exhibit strong and sustained price trends. The current Advisor group emphasizes technical and trend-following methods. Consequently, one would expect that in trendless, "choppy" markets the Fund would likely be unprofitable, while in markets in which major price movements occur, the Fund would have its best profit potential (although there could be no assurance that the Fund would, in fact, trade profitably). However, trend-followers not infrequently will miss major price movements, and market corrections can result in rapid and material losses (sometimes as much as 5% in a single day). Although MLIP monitors market conditions and Advisor performance on an ongoing basis in overseeing the Fund's trading, MLIP does not attempt to "market forecast" or to "match" trading styles with predicted market conditions. Rather, MLIP concentrates on quantitative and qualitative analysis of prospective Advisors, as well as on statistical studies of the historical performance parameters of different Advisor combinations in selecting Advisors and allocating and reallocating Fund assets among them. Because managed futures advisors' strategies are proprietary and confidential and market movements unpredictable, selecting advisors to implement speculative trading strategies involves considerable uncertainty. Furthermore, the concentration of the Fund's current Advisor portfolio, both in terms of the number of managers retained and the common emphasis of their strategies on technical and trend-following methods, increases the risk that unexpectedly bad performance, turbulent market conditions or a combination of the two will result in significant losses. MLIP's Advisor Selections - ------------------------- MLIP has no timetable or schedule for making Advisor changes or reallocations, and generally intends to make a medium- to long-term commitment to all Advisors selected. However, there can be no assurance as to the frequency or number of the Advisor changes which may take place in the future, or as to how long any of the current Advisors will continue to manage assets for the Fund. Liquidity - --------- Most of the Partnership's assets are held as cash which, in turn, is used to margin its futures positions and earn interest income and is withdrawn, as necessary, to pay redemptions and fees. The futures contracts in which the Partnership trades may become illiquid under certain market conditions. Commodity exchanges limit fluctuations in futures prices during a single day by regulations referred to as "daily limits." During a single day no trades may be executed at prices beyond the daily limit. Once the price of a futures contract for a particular commodity has increased or decreased by an amount equal to the daily limit, positions in the commodity can generally neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. Futures contracts have occasionally moved to the daily limit for several consecutive days with little or no trading. Such market conditions could prevent the Partnership from promptly liquidating its futures (including its options) positions. There are no limitations on the daily price moves in trading foreign currency forward contracts through banks, although illiquidity may develop in the forward markets due to large spreads between "bid" and "ask" prices quoted. (Forward contracts are the bank version of currency futures contracts and are not traded on exchanges.) Capital Resources - ----------------- The Partnership does not have, nor does it expect to have, any capital assets and has no material commitments for capital expenditures. The Partnership uses its assets to supply the necessary margin or premiums for, and to pay any losses incurred in connection with, its trading activity and to pay redemptions and fees. Inflation is not a significant factor in the Fund's profitability, although inflationary cycles can give rise to the type of major price movements which can have a materially favorable or adverse impact on the Fund's performance. 9 PART II - OTHER INFORMATION 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. --------- There are no exhibits required to be filed with this document. (b) Reports on Form 8-K. -------------------- There were no reports on Form 8-K filed during the first nine months of fiscal 1996. 10 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 FUTURES INVESTMENTS L.P. By: MERRILL LYNCH INVESTMENT PARTNERS INC. (General Partner) Date: November 11, 1996 By /s/JOHN R. FRAWLEY, JR. ----------------------- John R. Frawley, Jr. President, Chief Executive Officer and Director Date: November 11, 1996 By /s/JAMES M. BERNARD ------------------- James M. Bernard Chief Financial Officer, Treasurer and Senior Vice President 11