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, 1998 ----------------- 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 33-22864 ML FUTURES INVESTMENTS L.P. --------------------------- (Exact Name of Registrant as specified in its charter) Delaware 36-3590615 - -------------------------------- --------------------------------- (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 --- --- 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, 1998 1997 ----------- ----------- ASSETS ------ Accrued interest $ 2,038 $ 45,161 Equity in commodity futures trading accounts: Cash and option premiums 31,856 9,749,760 Net unrealized profit on open contracts (28,396) 550,739 Investments 21,778,562 14,266,512 Receivable from investments 249,937 299,255 Other receivable 81,165 51,715 ----------- ----------- TOTAL 22,115,162 $24,963,142 ========== =========== LIABILITIES AND PARTNERS' CAPITAL --------------------------------- LIABILITIES: Redemptions payable $ 253,437 $ 45,161 Brokerage commissions payable - 76,811 Profit Shares payable - - Administrative fees payable - 2,174 ----------- ----------- Total liabilities 253,437 577,737 ----------- ----------- PARTNERS' CAPITAL: General Partner (1027 and 1787 Units) 228,908 402,372 Limited Partners (97050 and 106509 Units) 21,632,817 23,983,033 ----------- ----------- Total partners' capital 21,861,725 24,385,405 ----------- ----------- TOTAL $22,115,162 $24,963,142 =========== =========== NET ASSET VALUE PER UNIT (Based on 98077 and 108296 Units outstanding) $ 222.90 $ 225.17 =========== =========== See notes to financial statements. 2 ML FUTURES INVESTMENTS L.P. --------------------------- (a Delaware limited partnership) -------------------------------- STATEMENTS OF OPERATIONS ------------------------ For the For the For the For the three three six six months months months months ended ended ended ended June 30, June 30, June 30, June 30, 1998 1997 1998 1997 ------------ ----------- --------- ---------- REVENUES: Trading (loss) profits: Realized $(756,703) $ (31,749) $(226,528) $ 474,762 Change in unrealized (208,285) (547,046) (579,135) 190,655 ------------ ---------- --------- ----------- Total trading results (964,988) (578,795) (805,663) 665,417 ------------ ---------- --------- ----------- Interest income 76,870 134,051 205,043 271,508 Income (loss) from investments 47,522 (166,731) 745,337 540,386 ------------ ---------- --------- ----------- Total revenues (840,596) (611,475) 144,717 1,477,311 ------------ ---------- --------- ----------- EXPENSES: Profit shares - (4,429) - 167,129 Brokerage commissions 128,223 231,846 351,494 451,916 Administrative fees 3,663 6,624 10,042 12,753 ------------ ---------- --------- ----------- Total expenses 131,886 234,041 361,536 631,798 ------------ ---------- --------- ----------- NET (LOSS) INCOME $ (972,482) $ (845,516) $(216,819) $ 845,513 ============ ========== ========= =========== NET (LOSS) INCOME PER UNIT: Weighted average number of units outstanding 101,967 118,734 104,290 120,283 ============ =========== ========= =========== Weighted average net income per Limited Partner and General Partner Unit $ (9.54) $ (7.12) $ (2.08) $ 7.03 ============ =========== ========= =========== 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, 1998 and 1997 ----------------------------------------------- Units Limited Partners General Partner Total ----------------- ------------------ ------------------ ----------------- 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 ================= ================== ================== ================= PARTNERS' CAPITAL, December 31, 1997 108,296 $23,983,033 $ 402,372 $24,385,405 Net loss - (212,606) (4,213) (216,819) Redemptions (10,219) (2,137,610) (169,251) (2,306,861) ----------------- ------------------ ------------------ ----------------- PARTNERS' CAPITAL, June 30, 1998 98,077 $21,632,817 $ 228,908 $21,861,725 ================= ================== ================== ================= 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, 1998 and the results of its operations for the six months ended June 30, 1998 and 1997. 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 generally 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, 1997 (the "Annual Report"). 2. INVESTMENTS Many of the multi-advisor funds (the "Multi-Advisor Funds") sponsored by Merrill Lynch Investment Partners Inc. ("MLIP") allocate their assets to a number of the same Trading Advisors. However, because different Multi-Advisor Funds have historically allocated assets to slightly different Advisor groups, the Multi-Advisor Funds have often been required to open and maintain individual trading accounts with each Advisor. MLIP has decided to consolidate the trading accounts of nine of its Multi-Advisor Funds (including the Partnership) as of June 1, 1998. The consolidation is achieved by having these Multi-Advisor Funds close their existing trading accounts and invest in a limited liability company, ML Multi-Manager Portfolio L.L.C. ("MM LLC ") which will open a single account with each Advisor selected. MM LLC is managed by MLIP, initially has no investors other than the Multi-Advisor Funds and serves solely as the vehicle through which the assets of such Multi-Advisor Funds are combined in order to be managed through single rather than multiple accounts. As of June 30, 1998 the Partnership had an investment in MM LLC and as of December 31, 1997 the Partnership had investments in the ML Chesapeake Diversified L.L.C. ("Chesapeake LLC") and the ML Sjo Prospect L.L.C. ("SJO LLC") as follows: 1998 1997 ------------------ --------------------- MM LLC $21,778,562 $ - Chesapeake LLC - 7,176,214 SJO LLC - 7,090,298 ------------------ --------------------- Total $21,778,562 $14,266,512 ================== ===================== During the second quarter of 1998, the Partnership withdrew its investments in Chesapeake LLC and SJO LLC. 5 Total revenues and fees with respect to such investments is set forth as follows: For the three months Total Brokerage Administrative Profit Income (loss) from ended June 30, 1998 Revenue Commissions Fees Shares Investments ---------------- ----------------- ------------------- -------------- ----------------------- Chesapeake LLC $ 45,880 $108,083 $ 3,088 $(13,332) $(51,959) MM LLC 234,031 161,203 4,606 47,939 20,283 SJO LLC 192,515 101,205 2,892 9,220 79,198 ---------------- ----------------- ------------------- -------------- ----------------------- Total $ 472,426 $370,491 $10,586 $ 43,827 $ 47,522 ================ ================= =================== ============== ======================= For the three months Total Brokerage Administrative Profit (Loss)Income from ended June 30, 1997 Revenue Commissions Fees Shares 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 six months Total Brokerage Administrative Profit Income from ended June 30, 1998 Revenue Commissions Fees Shares Investments ---------------- ----------------- ------------------- -------------- ---------------------- Chesapeake LLC $ 870,260 $270,588 $ 7,731 $118,361 $473,580 MM LLC 234,031 161,203 4,606 47,939 20,283 SJO LLC 551,017 260,867 7,454 31,222 251,474 ---------------- ----------------- ------------------- -------------- ---------------------- Total $1,655,308 $692,658 $19,791 $197,522 $745,337 ================ ================= =================== ============== ====================== For the six months Total Brokerage Administrative Profit Income from ended June 30, 1997 Revenue Commissions Fees Shares 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 ================ ================= =================== ============== ====================== 6 Condensed statements of financial condition as of June 30, 1998 and December 31, 1997 and statements of income for the six months ended June 30, 1998 and 1997 are set forth as follows: MM LLC Chesepeake LLC SJO LLC June 30, 1998 December 31, 1997 December 31, 1997 -------------------------- -------------------------- ---------------------------- Assets $ 123,484,970 $ 17,195,182 $ 21,240,207 ========================== ========================== ============================ Liabilities $ 3,872,011 $ 704,681 $ 2,058,617 Members' Capital 119,612,959 16,490,501 19,181,590 -------------------------- -------------------------- ---------------------------- Total $ 123,484,970 $ 17,195,182 $ 21,240,207 ========================== ========================== ============================ MM LLC MM LLC For the three months For the six months ended June 30, 1998 ended June 30, 1998 ---------------------------- ------------------------------ Revenues $ 1,307,775 $ 1,307,775 Expenses 1,187,403 1,187,403 -------------------------- ------------------------------ Net Income $ 120,372 $ 120,372 ========================== ============================== Chesapeake LLC For the three months ended For the three months ended For the six months ended For the six months ended June 30, 1998 June 30, 1997 June 30, 1998 June 30, 1997 -------------------------- -------------------------- --------------------------- -------------------------- Revenues $ 95,555 $ (448,098) $ 1,985,575 1,531,788 Expenses 299,321 250,719 903,412 1,051,638 -------------------------- -------------------------- --------------------------- -------------------------- Net (Loss) Income $ (203,766) $ (698,817) $ 1,082,163 480,150 ========================== ========================== =========================== ========================== SJO LLC For the three months ended For the three months ended For the six months ended For the six months ended June 30, 1998 June 30, 1997 June 30, 1998 June 30, 1997 -------------------------- -------------------------- --------------------------- -------------------------- Revenues $ 500,566 $ 765,489 $ 1,472,849 $ 2,174,836 Expenses 299,321 481,869 802,877 1,101,197 -------------------------- -------------------------- --------------------------- -------------------------- Net Income $ 201,245 $ 283,620 $ 669,972 $ 1,073,639 ========================== ========================== =========================== ========================== 7 3. FAIR VALUE AND OFF-BALANCE SHEET RISK As of June 1, 1998, the Partnership invested all of its assets in MM LLC. The Partnership is thus, invested indirectly in the trading of derivative instruments. The only derivative instruments held by the Partnership were offsetting commitments to purchase and sell the same derivative instruments on the same date in the future. These commitments were economically offsetting but were not, as a technical matter, offset in the forward market until settlement date. The Partnership's total trading results by reporting 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, 1998 1997 1998 1997 ------------------ ------------------ ---------------- ---------------- Interest rate & Stock indices $(192,268) $(731,626) $ 151,114 $(493,461) Commodities (5,406) (203,063) (38,478) 165,758 Currencies (412,351) 226,002 (610,635) 494,196 Energy (14,150) (67,090) (12,000) (81,990) Metals (340,813) 196,982 (295,664) 580,914 ------------------ ------------------ ---------------- ---------------- $(964,988) $(578,795) $(805,663) $ 665,417 ================== ================== ================ ================ The contract/notional values of the Partnership's open derivative instrument positions as of June 30, 1998 and December 31, 1997 were as follows: 1998 1997 ---------------------------------------------------- -------------------------------------------- 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 $ - $ - $44,385,611 $11,883,229 Commodities - - - 570,095 Currencies - - 2,030,107 14,234,764 Metals 1,354,359 1,354,359 1,353,394 1,703,304 ---------------------- ---------------------- ------------------ ------------------ $1,354,359 $1,354,359 $47,769,112 $28,391,392 ====================== ====================== ================== ================== The contract/notional values of the Partnership's exchange-traded and non- exchange-traded open derivative instrument positions as of June 30, 1998 and December 31, 1997 were as follows: 1998 1997 --------------------------------------------- --------------------------------------------- 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 $ - $ - $45,970,412 $24,361,153 Non-Exchange traded 1,354,359 1,354,359 1,798,700 4,030,239 ------------------ ------------------ ------------------ ------------------ $1,354,359 $1,354,359 $47,769,112 $28,391,392 ================== ================== ================== ================== 8 The average fair values, based on contract/notional values, 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, 1998 and the year ended December 31, 1997 were as follows: 1998 1997 --------------------------------------------- --------------------------------------------- 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 $31,221,962 $14,105,150 $23,451,890 $30,553,601 Commodities 387,145 698,773 1,662,055 398,620 Currencies 9,834,785 9,514,085 9,044,965 14,258,465 Energy - - 866,145 841,680 Metals 2,279,921 1,249,665 5,754,718 2,949,551 ------------------ ------------------ ------------------ ------------------ $43,723,813 $25,567,673 $40,779,773 $49,001,917 ================== ================== ================== ================== The gross unrealized profit and the net unrealized profit (loss) on the Partnership's open derivative instrument positions as of June 30, 1998 and December 31, 1997 were as follows: 1998 1997 ----------------------------------- ------------------------------------ Gross Net Gross Net Unrealized Unrealized Unrealized Unrealized Profit Loss Profit Profit --------------- --------------- --------------- --------------- Exchange traded $ - $ - $552,949 $481,945 Non-Exchange traded 82,488 (28,396) 101,308 68,794 --------------- --------------- --------------- --------------- $82,488 $(28,396) $654,257 $550,739 =============== =============== =============== =============== Item 2: Management's Discussion and Analysis of Financial Condition and Results ----------------------------------------------------------------------- of Operations ------------- The significant variations in both the statement of financial condition and the statement of operations line items is primarily due to the Partnership placing assets under the management of Advisors not through opening managed accounts with them but rather through investing in MM LLC. MONTH-END NET ASSET VALUE PER UNIT Jan. Feb. Mar. Apr. May Jun. - ---------------------------------------------------------------------------- 1997 $211.33 $219.04 $220.00 $212.65 $214.10 $212.93 - ---------------------------------------------------------------------------- 1998 $229.37 $231.94 $232.21 $219.61 $222.70 $222.90 - ---------------------------------------------------------------------------- Performance Summary January 1, 1997 to June 30, 1997 In currency markets, the U.S. dollar rallied and started 1997 on a strong note, rising to a four-year high versus the Japanese yen and two-and-a-half year highs versus the Deutsche mark and the Swiss franc. January and February proved profitable for currencies; however, losses were incurred in March. Global interest rate markets began the year on a volatile note, as investors evaluated economic data for signs of inflation. Profits resulted from interest rate trading in February and March. 9 In energy markets, a slump in crude oil prices was characteristic of its lackluster performance from the beginning of the year. Early in 1997, volatility returned in the energy markets, reflecting the impact of a winter significantly warmer than normal. January and March saw losses in energy; however, February proved profitable. Agricultural commodity trading proved profitable throughout the quarter. Soybean prices reached their highest level in over eight years, on continued demand and fears that inventories could fall to critically low levels before the next harvest. April 1, 1997 to June 30, 1997 In the currency markets, the dollar underwent a significant correction in the Spring against the Japanese yen due to the G7 finance ministers' determination that a further dollar advance would be counter-productive to their current goals. Currency trading was profitable in April and June. Global interest rate trading provided varied results for the quarter. Profits were incurred in May and June. April's losses were due to U.S. bond prices moving in a directionless pattern, as investors remained concerned over inflation and its impact on further increases in interest rates by the U.S. Federal Reserve. Energy trading was unprofitable throughout the quarter. In June crude oil trended downward during the beginning of the month, before a sudden price reversal occurred amid speculation that Iraq exports could delayed until August. Price movement of heating oil and unleaded gas proved to be trendless. be Agricultural commodity trading was profitable in April and May. May's profits were due to coffee prices surging beyond three dollars a pound for the first time in twenty years, on the possibility of frost in Brazil and reports of poor crops in smaller countries. January 1, 1998 to June 30, 1998 January 1, 1998 to March 31, 1998 The Fund's positions in the global interest rate markets were profitable during the quarter. In Europe, an extended bond market rally continued despite an environment of robust growth in the United States, Canada and the United Kingdom, as well as a strong pick-up in growth in continental Europe. Gold prices drifted sideways and lower as Asian demand continued to slow and demand in the Middle East was affected by low oil prices. Initially buoyed on concerns about a U.S.-led military strike against Iraq, crude oil fell to a nine year low, as the globally warm winter, the return of Iraq as a producer and the Asian economic crisis added to OPEC's supply glut problems. Trading results in stock index markets were mixed, but profitable, despite a strong first-quarter performance by the U.S. equity market as several consecutive weekly gains were recorded with most market averages setting new highs. Results in currency trading were also mixed, but unprofitable. In particular, the Swiss franc weakened versus the U.S. dollar. Agricultural commodity markets provided profitable trading results overall. Live cattle and hog prices trended downward throughout the quarter. Cotton prices moved mostly upward during the quarter, but prices dropped off sharply at the end of March. April 1, 1998 to June 30, 1998 As swings in the U.S. dollar and developments in Japan affected bond markets, the Fund's interest rate trading during the quarter resulted in losses, particularly in Eurodollar deposits and U.S. Treasury bonds. Early in the quarter, Treasury trading was range-bound, as concern that the economy might be overheating was balanced by the potential impact of the Asian recession. Additionally, Australian bonds and bills saw a dramatic drop in prices in early June, as dollar-bloc currencies remained under pressure versus the U.S. dollar due to the Japanese/Asian crisis. Metals and energy trading also resulted in losses. The depressed gold market weakened further following news of a European Central Bank consensus that ten to fifteen percent of reserves should be made up of gold bullion which was at the low end of expectations. Despite production cuts initiated by OPEC at the end of March, world oil supplies remained excessive and oil prices stood at relatively low levels throughout the quarter. Results in currency trading were unprofitable, as the Japanese yen weakened during June to an eight-year low versus the U.S. dollar. Trading results in stock index markets were also unprofitable, as the Asia-Pacific region's equity markets weakened across the board. In particular, Hong Kong's Hang Seng index trended downward during most of the quarter and traded at a three-year low. 10 Agricultural commodity trading produced profits. The U.S. soybean crop got off to a good start which contributed to higher yield expectations and a more burdensome supply outlook and soybean prices traded in a volatile pattern for the second half of the quarter. Sugar futures maintained mostly a downtrend, as no major buyers emerged to support the market. Similarly, coffee prices trended downward, as good weather conditions in Central America and Mexico increased the prospects of more output from these countries. Item 3. Quantitative and Qualitative Disclosures About Market Risk Not Applicable 11 PART II - OTHER INFORMATION Item 1. Legal Proceedings There are no pending proceedings to which the Partnership or the General Partner is a party. Item 2. Changes in Securities and Use of Proceeds (a) None. (b) None. (c) None. (d) None. Item 3. Defaults Upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders None. Item 5. Other Information Effective May 11, 1998, Jo Ann Di Dario became a Vice President, Treasurer and Chief Financial Officer of Merrill Lynch Investment Partners Inc. ("MLIP"). Ms. Di Dario was born in 1946. Before joining MLIP, she was self-employed for one year. From February 1996 to May 1997, she worked as a consultant for Global Asset Management, an international mutual fund organizer and operator headquartered in London, where she offered advice on restructuring the back office operations. From May 1992 to January 1996, Ms. Di Dario served as Vice President of Meridian Bank Corporation, a regional bank holding company. She was responsible for managing the treasury operations of the bank holding company and its wholly-owned subsidiary, Meridian Investment Company Inc. Ms. Di Dario managed the domestic treasury operation of First Fidelity Bank, a regional bank, from September 1991 to May 1992. From 1985 until December 1990, Ms. Di Dario was Vice President, Secretary and Controller of Caxton Corporation, a commodity pool operator and commodity trading advisor. Her background includes seven years of public accounting experience. She graduated with high honors from Stockton State College with a Bachelor of Science Degree in Accounting. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. --------- There are no exhibits required to be filed with this report. (b) Reports on Form 8-K. -------------------- There were no reports on Form 8-K filed during the first six months of fiscal 1998. 12 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 11, 1998 By /s/ JOHN R. FRAWLEY, JR. ------------------------ John R. Frawley, Jr. Chairman, Chief Executive Officer, President and Director Date: August 11, 1998 By /s/ JO ANN DI DARIO ------------------- Jo Ann Di Dario Vice President, Chief Financial Officer and Treasurer