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 June 30, 1997 --------------- OR () TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ________________ Commission File Number 0-17543 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. Merrill Lynch World Headquarters - South Tower, 6th Fl. World Financial Center New York, New York 10080-6106 ----------------------------------------------------- (Address of principal executive offices) (Zip Code) 212-236-5662 ---------------------------------------------------- (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. PART I - FINANCIAL INFORMATION Item 1. Financial Statements ML FUTURES INVESTMENTS L.P. --------------------------- (a Delaware limited partnership) ------------------------------ STATEMENTS OF FINANCIAL CONDITION --------------------------------- June 30, December 31, 1997 1996 ----------- ----------- ASSETS - ------ Accrued interest $41,874 $60,983 Equity in commodity futures trading accounts: Cash and option premiums 9,902,114 17,891,525 Net unrealized profit on open contracts 354,357 163,702 Investments 14,604,852 7,519,322 Receivable from outside investments 198,911 50,934 ----------- ----------- TOTAL $25,102,108 $25,686,466 =========== =========== LIABILITIES AND PARTNERS' CAPITAL - --------------------------------- LIABILITIES: Redemptions payable $334,359 $170,082 Brokerage commissions payable 75,068 92,397 Profit shares payable - 145,228 Administrative fees payable 2,145 3,773 ----------- ----------- Total liabilities 411,572 411,480 ----------- ----------- PARTNERS' CAPITAL: General Partners (1787 and 1787 Units) 380,495 368,402 Limited Partners (114169 and 120810 Units) 24,310,041 24,906,584 ----------- ----------- Total partners' capital 24,690,536 25,274,986 ----------- ----------- TOTAL $25,102,108 $25,686,466 =========== =========== NET ASSET VALUE PER UNIT (Based on 115956 and 122597 Units outstanding) $212.93 $206.16 =========== =========== 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 six For the six months ended months ended months ended months ended June 30, June 30, June 30, June 30, 1997 1996 1997 1996 ------------ ------------ ------------ ------------- REVENUES: Trading profits (loss): Realized $ (31,749) $ 217,810 $ 474,762 $ 868,806 Change in unrealized (547,046) (512,358) 190,655 (1,402,565) ------------ ------------ ------------ ------------- Total trading results (578,795) (294,548) 665,417 (533,759) ------------ ------------ ------------ ------------- Interest income 134,051 299,575 271,508 602,841 Income (loss) from investments (166,731) - 540,386 - ------------ ------------ ------------ ------------- Total revenues (611,475) 5,027 1,477,311 69,082 ------------ ------------ ------------ ------------- EXPENSES: Profit shares (4,429) 7,930 167,129 68,867 Brokerage commissions 231,846 641,563 451,916 1,307,101 Administrative fees 6,624 16,450 12,753 33,515 ------------ ------------ ------------ ------------- Total expenses 234,041 665,943 631,798 1,409,483 ------------ ------------ ------------ ------------- NET INCOME (LOSS) $(845,516) $(660,916) $845,513 $(1,340,401) ============ ============ ============ ============= NET INCOME (LOSS) PER UNIT: Weighted average number of units outstanding 118,734 137,802 120,283 139,835 ============ ============ ============ ============= Weighted average net income (loss) per Limited Partner and General Partner Unit $(7.12) $(4.80) $7.03 $(9.59) ============ ============ ============ ============= See notes to financial statements. 3 ML FUTURES INVESTMENTS L.P. --------------------------- (a Delaware limited partnership) ------------------------------ STATEMENTS OF CHANGES IN PARTNERS' CAPITAL ------------------------------------------ For the six months ended June 30, 1997 and 1996 ----------------------------------------------- Units Limited General Total Partners Partner --------- ------------ --------- ----------- PARTNERS' CAPITAL, December 31, 1995 142,822 $27,463,765 $347,972 $27,811,737 Net loss - (1,322,963) (17,438) (1,340,401) Redemptions (8,709) (1,664,201) - (1,664,201) --------- ------------ --------- ----------- PARTNERS' CAPITAL, June 30, 1996 134,113 $24,476,601 $330,534 $24,807,135 ========= ============ ========= =========== PARTNERS' CAPITAL, December 31, 1996 122,597 $24,906,584 $368,402 $25,274,986 Net income - 833,420 12,093 845,513 Redemptions (6,641) (1,429,963) - (1,429,963) --------- ------------ --------- ----------- PARTNERS' CAPITAL, June 30, 1997 115,956 $24,310,041 $380,495 $24,690,536 ========= ============ ========= =========== 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 ML Futures Investments L.P. (the "Partnership" or the "Fund") as of June 30, 1997 and the results of its operations for the six months ended June 30, 1997 and 1996. 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, 1996 (the "Annual Report"). 2. INVESTMENTS At June 30, 1997 the Partnership had investments in the ML Chesapeake Diversified L.L.C. ("Chesapeake LLC") and the Sjo Prospect Diversified Portfolio L.L.C. ("SJO LLC"). Total revenues and fees with respect to such investments is set forth as follows: For the three months Total Brokerage Administrative Profit Income (loss) ended June 30, 1997 Revenue Commissions Fees Shares from Investments ---------- ------------- ---------------- -------- ------------------ Chesapeake LLC $(172,669) $164,570 $ 4,702 $ (68,483) $ (273,458) SJO LLC 284,581 163,117 4,660 10,077 106,727 ---------- ------------- ---------------- -------- ------------------ Total $111,912 $327,687 $ 9,362 ($58,406) ($166,731) ========== ============= ================ ======== ================== For the three months Total Brokerage Administrative Profit Income (loss) ended June 30, 1997 Revenue Commissions Fees Shares from Investments ---------- ------------- ---------------- -------- ------------------ Chesapeake LLC $549,619 $345,770 $9,695 $40,410 $153,744 SJO LLC 784,803 336,489 9,434 52,238 386,642 ---------- ------------- ---------------- -------- ------------------ Total $1,334,422 $682,259 $19,129 $92,648 $540,386 ========== ============= ================ ======== ================== 5 3. FAIR VALUE AND OFF-BALANCE SHEET RISK The Partnership's revenues by category for the respective periods were as follows: For the three For the three For the six For the six months ended months ended months ended months ended June 30, June 30, June 30, June 30, 1997 1996 1997 1996 ------------- ------------- ------------ ------------ Interest rate & Stock indices $(731,626) $(477,951) $(493,461) $(1,076,292) Commodities (203,063) 64,394 165,758 (135,087) Currencies 226,002 466,919 494,196 582,769 Energy (67,090) 286,986 (81,990) 667,509 Metals 196,982 (634,896) 580,914 (572,658) ------------- ------------- ------------ ------------ $(578,795) $(294,548) $665,417 $(533,759) ============= ============= ============ ============ The contract/notional values of the Partnership's open derivative instrument positions as of June 30, 1997 and December 31, 1996 were as follows: 1997 1996 ---------------------------------------- ----------------------------------------- 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 & Stock Indices $33,873,111 $13,735,788 $23,233,479 $ 4,981,659 Commodities 1,276,732 129,300 435,505 167,947 Currencies 10,062,341 17,410,291 4,329,546 8,191,986 Energy - - - - Metals 7,903,107 3,449,055 1,788,579 3,100,766 ---------------- ---------------- ---------------- ---------------- $53,115,291 $34,724,434 $29,787,109 $16,442,358 ================ ================ ================ ================ The contract/notional value of the Partnership's exchange-traded and non- exchange-traded open derivative instrument positions as of June 30, 1997 and December 31, 1996 were as follows: 1997 1996 ---------------------------------------- ----------------------------------------- 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 $35,157,043 $21,169,588 $23,668,984 $7,277,636 Non-Exchange traded 17,958,248 13,554,846 6,118,125 9,164,722 ---------------- ---------------- ---------------- ---------------- $53,115,291 $34,724,434 $29,787,109 $16,442,358 ================ ================ ================ ================ 6 The average fair value of the Partnership's derivative instrument positions which were open as of the end of each calendar month during the six months ended June 30, 1997 and the year ended December 31, 1996 were as follows: 1997 1996 ------------------------------------------- ------------------------------------------ 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 & Stock Indices $18,388,344 $41,850,853 $122,569,950 $56,764,487 Commodities 2,728,356 208,234 5,564,897 1,483,611 Currencies 9,741,681 13,917,167 28,363,350 29,061,432 Energy 866,145 841,680 2,652,894 41,980 Metals 6,753,709 1,739,276 10,444,937 6,273,290 ------------ ------------- ------------- ------------ $38,478,235 $58,557,210 $169,596,028 $93,624,800 ============ ============= ============= ============ As of June 30, 1997 and December 31, 1996, $2,256,799 and $13,229,366 of the Partnership's assets, respectively, were held in segregated accounts at MLF in accordance with Commodity Futures Trading Commission regulations. The gross unrealized profit and the net unrealized profit (loss) on the Partnership's open derivative instrument positions as of June 30, 1997 and December 31, 1996 were as follows: 1997 1996 ---------------------------------- --------------------------------- Gross Net Gross Net Unrealized Unrealized Unrealized Unrealized Profit Profit (Loss) Profit Profit (Loss) ------------ ------------- ---------- ------------- Exchange traded $126,643 $108,184 $157,089 $154,714 Non-Exchange traded 395,501 246,173 119,573 8,988 ------------ ------------- ---------- ------------ $522,144 $354,357 $276,662 $163,702 ============ ============= ========== ============ 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 Merrill Lynch Investment Partners Inc.'s, ("MLIP") 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 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. 7 As of July 1, 1997, the Partnership's assets were allocated as follows: Trading Advisor Markets Traded % Allocation - --------------- -------------- ------------ Chesapeake Capital Corporation Diversified 29.38 Sjo, Inc. Diversified 29.77 Hyman Beck & Co., Inc. Diversified 18.91 Willowbridge Associate Inc. Diversified 15.83 Coral Rock Investments, Inc. Currencies 6.11 ----- 100.00% MLIP expects to continue to change both allocations and Advisor selections from time to time without advance notice to existing investors. 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. 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 six months of 1996, the Fund's average month-end Net Assets equaled $26,768,501 and the Fund recognized gross trading losses of $533,759 or 1.99% of average month-end Net Assets. Brokerage commissions of $1,307,101 or 4.88%, Administrative fees of $33,515 or .13% and Profit Shares of $68,867 or .26% of average month-end Net Assets were paid. Interest income of $602,841 or 2.25% of average month-end Net Assets resulted in a net loss of $1,340,401 or 5.01% of average month-end Net Assets, which resulted in a 5.01% decrease in the overall Net Asset Value per Unit since December 31, 1995. During the first six months of 1997, the Fund's average month-end Net Assets equaled $25,703,360 and the Fund recognized gross trading gains of $665,417 or 2.59% of average month-end Net Assets. Brokerage commissions of $451,916 or 1.76%, Administrative fees of $12,753 or .05% and Profit Shares of $167,129 or .65% of average month-end Net Assets were paid. Interest income of $271,508 or 1.06% and income from investments of $540,386 or 2.10% of average month-end Net Assets resulted in net gain of $845,513 or 3.29% of average month- end Net Assets which resulted in a 3.28% increase in the overall Net Asset Value per Unit since December 31, 1996. During the first six months of 1997 and 1996, the Fund experienced 6 profitable months and 6 unprofitable months. MONTH-END NET ASSET VALUE PER UNIT ------------------------------------------------------------ Jan. Feb. Mar. Apr May Jun ------------------------------------------------------------ 1996 $199.47 $192.27 $189.90 $194.60 $188.11 $184.97 ------------------------------------------------------------ 1997 $211.33 $219.04 $220.00 $212.65 $214.10 $212.93 ------------------------------------------------------------ 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" 8 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. 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 There are no pending proceedings to which the Partnership or the General Partner is a party. On June 24, 1997, the Commodity Futures Trading Commission("CFTC") accepted an Offer of Settlement from Merrill Lynch Futures Inc. ("MLF") and others, in a matter captioned "In the Matter of Mitsubishi Corporation and Merrill Lynch Futures Inc., et al.", CFTC Docket No. 97-10, pursuant to which MLF, without admitting or denying the allegations against it, consented to a finding by the CFTC that MLF had violated Section 4c(a)(A) of the Commodity Exchange Act (the "Act"), relating to wash sales, and CFTC Regulation 1.37(a), relating to recordkeeping requirements. MLF agreed to cease and desist from violating Section 4c(a)(A) of the Act and Regulation 1.37(a), and to pay a civil monetary penalty of $175,000. 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 James M. Bernard, formerly a Senior Vice President of MLIP is no longer with the firm. Michael A. Karmelin has been appointed Chief Financial Officer, Vice President and Treasurer of MLIP. Mr. Karmelin assumed these positions on April 14, 1997, when he completed his tenure as Chief Financial Officer of Merrill Lynch, Hubbard Inc. ("ML Hubbard"), a sponsor of real estate limited partnerships. Mr. Karmelin was born in 1947. Mr. Karmelin joined ML Hubbard in January 1994 as a Vice President. From May 1994 until he joined MLIP, Mr. Karmelin was the Chief Financial Officer of ML Hubbard, responsible for its accounting, treasury and tax functions. Prior to joining ML Hubbard, Mr. Karmelin held several senior financial positions with Merrill Lynch & Co., Inc. ("ML&Co.") and Merrill Lynch, Pierce, Fenner & Smith Incorporated from December 1985 to December 1993, including Vice President/Senior Financial Officer Corporate Real Estate and Purchasing, Manager Commitment Control/Capital Budgeting, and Senior Project Manager/Project Analysis. Prior to joining ML&Co., Mr. Karmelin was employed at Avco Corporation for 17 years, where he held a variety of financial positions. Mr. Karmelin holds a B.B.A. degree in Accounting from Baruch College, C.U.N.Y. and a Master of Business Administration degree in Corporate Strategy and Finance from New York University. Mr. Karmelin passed the Certified Public Accountant examination in 1974 and is a member of the Treasury Management Association, the Institute of Management Accountants and The Strategic Leadership Forum. 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 six months of fiscal 1997. 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: August 12, 1997 By /s/ JOHN R. FRAWLEY, JR. ------------------------ John R. Frawley, Jr. President, Chief Executive Officer and Director Date: August 12, 1997 By /s/ MICHAEL A. KARMELIN ----------------------- Michael A. Karmelin Chief Financial Officer, Vice President and Treasurer