HUTTON INVESTORS FUTURES FUND L P II
10-Q, 1996-08-15
SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES
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<PAGE>

                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                 (X) QUARTERLY REPORT UNDER SECTION 13 or 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

               OR ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the Quarter ended June 30, 1996

Commission File Number 0-16526



                      HUTTON INVESTORS FUTURES FUND L.P. II
             (Exact name of registrant as specified in its charter)

        Delaware                                  13-3406160
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                   Identification No.)


                    c/o Smith Barney Futures Management Inc.
                          390 Greenwich St. - 1st. Fl.
                            New York, New York 10013
              (Address and Zip Code of principal executive offices)

                                 (212) 723-5424
              (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


<PAGE>



                     HUTTON INVESTORS FUTURES FUND L.P. II
                                   FORM 10-Q
                                     INDEX

                                                                       Page
                                                                      Number



PART I - Financial Information:

       Item 1.    Financial Statements:

                  Statements of Financial Condition at
                  June 30, 1996 and December 31,
                  1995                                                   3

                  Statements of Income and Expenses and
                  Partners' Capital for the Three and
                  Six Months ended June 30, 1996 and 1995                4

                  Notes to Financial Statements                        5 - 8

       Item 2.    Management's Discussion and Analysis
                  of Financial Condition and Results of
                  Operations                                           9 - 10


PART II - Other Information                                              11



                                      2

<PAGE>

                                     PART I

                          Item 1. Financial Statements

                      HUTTON INVESTORS FUTURES FUND L.P. II
                        STATEMENTS OF FINANCIAL CONDITION



                                                         JUNE 30,   DECEMBER 31,
                                                           1996        1995
                                                      ------------  ------------
ASSETS                                                 (Unaudited)

Equity in commodity futures trading account:
  Cash and cash equivalents                            $15,923,723   $15,190,088

  Net unrealized appreciation on open
   futures contracts                                       873,897       835,706
                                                       -----------   -----------

                                                       $16,797,620   $16,025,794
                                                       ===========   ===========






LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
 Accrued expenses:
  Commissions on open futures contracts                $    78,559   $    54,276
  Incentive fees                                           119,986        72,172
  Other                                                     21,971        25,337
 Redemptions payable                                       185,594       249,753
                                                       -----------   -----------

                                                           406,110       401,538
                                                       -----------   -----------

Partners' capital

  General Partner, 44 Units
      equivalents outstanding                              173,748       161,605

  Limited Partners, 4,107 and 4,210 Units
      of Limited Partnership Interest
      outstanding in 1996 and 1995,respectively         16,217,762    15,462,651
                                                       -----------   -----------

                                                        16,391,510    15,624,256
                                                       -----------   -----------

                                                       $16,797,620   $16,025,794
                                                       ===========   ===========

See Notes to Financial Statements 



                                      3

<PAGE>

                      HUTTON INVESTORS FUTURES FUND L.P. II
             STATEMENTS OF INCOME AND EXPENSES AND PARTNERS' CAPITAL
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                       THREE MONTHS ENDED                           SIX MONTHS ENDED
                                                            JUNE 30,                                    JUNE 30,
                                                   1996                 1995                    1996                1995
                                             ----------------     ----------------        ---------------     ----------------
<S>                                          <C>                   <C>                     <C>                 <C>  
Income:
  Net gains (losses) on trading
   of commodity futures:
  Realized gains on closed positions              $   892,641          $ 3,637,861            $ 1,298,697          $ 5,600,019
  Change in unrealized gains / losses
    on open positions                                  42,906           (2,599,911)                38,191             (872,800)
                                              ----------------     ----------------        ---------------     ----------------

                                                      935,547            1,037,950              1,336,888            4,727,219
Less, brokerage commissions and
  clearing fees ($3,600, $4,200, $7,926
  and $8,627, respectively)                          (143,788)             (89,270)              (288,982)            (227,044)
                                              ----------------     ----------------        ---------------     ----------------


  Net realized and unrealized gains                   791,759              948,680              1,047,906            4,500,175
  Interest income                                     146,923              175,164                298,630              310,119
                                              ----------------     ----------------        ---------------     ----------------

                                                      938,682            1,123,844              1,346,536            4,810,294
                                              ----------------     ----------------        ---------------     ----------------
Expenses:
  Incentive fees                                      119,987              146,203                157,753              493,593
  Other                                                13,036               11,465                 25,548               22,805
                                              ----------------     ----------------        ---------------     ----------------

                                                      133,023              157,668                183,301              516,398
                                              ----------------     ----------------        ---------------     ----------------

  Net income                                          805,659              966,176              1,163,235            4,293,896
  Redemptions                                        (185,594)            (291,011)              (395,981)            (414,291)
                                              ----------------     ----------------        ---------------     ----------------

  Net increase in Partner's capital                   620,065              675,165                767,254            3,879,605

Partners' capital, beginning of period             15,771,445           14,833,635             15,624,256           11,629,195
                                              ----------------     ----------------        ---------------     ----------------

Partners' capital, end of period                  $16,391,510          $15,508,800            $16,391,510          $15,508,800
                                              ================     ================        ===============     ================

Net asset value per Unit
  (4,151 and 4,370 Units outstanding at
  June 30, 1996 and 1995, respectively)           $  3,948.81          $  3,548.92            $  3,948.81          $  3,548.92
                                              ================     ================        ===============     ================

Net income per Unit of Limited
  Partnership Interest and General
  Partnership Unit equivalent                     $    191.91          $    217.02            $    275.97          $    958.32
                                              ================     ================        ===============     ================
</TABLE>

See Notes to Financial Statements.



                                      4

<PAGE>



                     HUTTON INVESTORS FUTURES FUND L.P. II
                         NOTES TO FINANCIAL STATEMENTS
                                 June 30, 1996
                                  (Unaudited)

1.   General:

     Hutton  Investors  Futures  Fund L.P. II (the  "Partnership")  is a limited
partnership, organized on March 31, 1987 under the partnership laws of the State
of Delaware, to engage in the speculative trading of commodity futures contracts
and other commodity  interests,  including  futures and option contracts on U.S.
Treasuries  and  other  financial  instruments,  foreign  currencies  and  stock
indices. The commodity interests that are traded by the Partnership are volatile
and involve a high degree of market risk. The Partnership  commenced  operations
on July 24, 1987.

     Smith  Barney  Futures  Management  Inc.  acts as the general  partner (the
"General Partner") of the Partnership. Smith Barney Inc. ("SB"), an affiliate of
the General Partner,  acts as commodity broker for the Partnership.  All trading
decisions  for  the  Partnership  are  made by John  W.  Henry & Co.,  Inc.  and
TrendLogic Associates, Inc. (collectively, the "Advisors").

     The accompanying  financial statements are unaudited but, in the opinion of
management,  include  all  adjustments  (consisting  only  of  normal  recurring
adjustments)  necessary for a fair presentation of the  Partnership's  financial
condition at June 30, 1996 and the results of its  operations  for the three and
six months ended June 30, 1996 and 1995. These financial  statements present the
results of interim periods and do not include all disclosures  normally provided
in annual financial statements.  It is suggested that these financial statements
be read in conjunction  with the financial  statements and notes 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.

     Due to the nature of commodity  trading,  the results of operations for the
interim  periods  presented  should not be considered  indicative of the results
that may be expected for the entire year.


                                      5

<PAGE>



2.   Net Asset Value Per Unit:

     Changes in net asset value per Unit for the three and six months ended June
30, 1996 and 1995 were as follows:

                                 THREE-MONTHS ENDED        SIX-MONTHS ENDED
                                      JUNE  30,                  JUNE 30,
                               ----------------------    ----------------------
                                  1996        1995          1996        1995
                               ----------------------    ---------------------

Net realized and unrealized
 gains                         $  188.60    $  213.09    $  248.82    $1,004.24
Interest income                    35.00        39.35        70.66        69.41
Expenses                          (31.69)      (35.42)      (43.51)     (115.33)
                               ---------    ---------    ---------    ---------

Increase for period               191.91       217.02       275.97       958.32

Net Asset Value per Unit,
  beginning of period           3,756.90     3,331.90     3,672.84     2,590.60
                               ---------    ---------    ---------    ---------

Net Asset Value per Unit,
  end of period                $3,948.81    $3,548.92    $3,948.81    $3,548.92
                               =========    =========    =========    =========


3.   Trading Activities:

     The  Partnership  was formed for the  purpose  of  trading  contracts  in a
variety of commodity interests,  including derivative financial  instruments and
derivative  commodity  instruments.  The  results of the  Partnership's  trading
activity are shown in the statements of income and expenses.

     The Customer Agreement between the Partnership and SB gives the Partnership
the legal right to net unrealized gains and losses.

     All of the  commodity  interests  owned  by the  Partnership  are  held for
trading purposes. The fair value of these commodity interests, including options
thereon, at June 30, 1996 was $873,897 and the average fair value during the six
months then ended, based on monthly calculation, was $1,110,144.

4.   Financial Instrument Risk:

     The Partnership is party to financial  instruments with  off-balance  sheet
risk,  including  derivative  financial  instruments  and  derivative  commodity
instruments,  in the normal course of its business.  These financial instruments
include forwards,  futures and options,  whose value is based upon an underlying
asset,  index, or reference rate, and generally  represent future commitments to
exchange  currencies  or  cash  flows,  to  purchase  or  sell  other  financial
instruments  at specific  terms at specified  future  dates,  or, in the case of
derivative commodity instruments, to have a reasonable possibility to be settled
in cash or with another financial instrument. These instruments may be traded on
an exchange or over-the-counter ("OTC"). Exchange traded

                                         6

<PAGE>



instruments are standardized  and include futures and certain option  contracts.
OTC contracts are negotiated  between  contracting  parties and include forwards
and  certain  options.  Each of these  instruments  is subject to various  risks
similar  to those  related to the  underlying  financial  instruments  including
market and credit risk. In general,  the risks associated with OTC contracts are
greater than those  associated with exchange traded  instruments  because of the
greater risk of default by the counterparty to an OTC contract.

     Market  risk is the  potential  for  changes in the value of the  financial
instruments traded by the Partnership due to market changes,  including interest
and foreign  exchange rate movements and  fluctuations  in commodity or security
prices.  Market risk is directly impacted by the volatility and liquidity in the
markets in which the related underlying assets are traded.

     Credit risk is the possibility  that a loss may occur due to the failure of
a counterparty to perform according to the terms of a contract. Credit risk with
respect to exchange traded instruments is reduced to the extent that an exchange
or  clearing  organization  acts  as a  counterparty  to the  transactions.  The
Partnership's  risk of loss in the event of  counterparty  default is  typically
limited to the amounts  recognized in the  statement of financial  condition and
not  represented  by the contract or notional  amounts of the  instruments.  The
Partnership has concentration  risk because the sole counterparty or broker with
respect to the Partnership's assets is SB.

     The General Partner monitors and controls the  Partnership's  risk exposure
on a daily  basis  through  financial,  credit  and risk  management  monitoring
systems  and,   accordingly  believes  that  it  has  effective  procedures  for
evaluating and limiting the credit and market risks to which the  Partnership is
subject.  These  monitoring  systems allow the General Partner to  statistically
analyze actual  trading  results with risk adjusted  performance  indicators and
correlation statistics. In addition,  on-line monitoring systems provide account
analysis  of  futures,   forwards  and  options  positions  by  sector,   margin
requirements, gains and loss transactions, and collateral positions.

     The  notional  or  contractual  amounts  of these  instruments,  while  not
recorded in the financial  statements,  reflect the extent of the  Partnership's
involvement in these instruments.  At June 30, 1996, the notional or contractual
amounts of the  Partnership's  commitment to purchase and sell these instruments
was $78,780,870 and $70,885,274,  respectively,  as detailed below. All of these
instruments mature within one year of June 30, 1996. However,  due to the nature
of the Partnership's business, these instruments may not be held to maturity. At
June 30, 1996 the Partnership had net unrealized  trading gains of $873,897,  as
detailed below.



                                         7

<PAGE>




                                        NOTIONAL OR CONTRACTUAL         NET
                                         AMOUNT OF COMMITMENTS      UNREALIZED
                                      TO PURCHASE   TO SELL         GAIN/(LOSS)
                                      -----------   ------------   ------------

Currencies
- - Exchange Traded Contracts           $ 2,564,888    $ 1,996,280    $    32,595
- - OTC Contracts                        21,625,566     34,379,657        242,209
Energy                                  1,504,950           --           80,355
Grains                                  1,157,600        281,214         60,021
Interest Rates US                          23,906     13,541,075        (58,144)
Interest Rates Non US                  46,250,581      6,308,725        106,980
Livestock                                    --           63,480          1,650
Metals                                    781,375      8,745,186        338,586
Softs                                   1,065,729      1,900,188         55,823
Indices                                 3,806,275      3,669,469         13,822
                                      -----------    -----------    -----------

Totals                                $78,780,870    $70,885,274    $   873,897
                                      ===========    ===========    ===========





                                          8

<PAGE>



Item 2.      Management's Discussion and Analysis of Financial
             Condition and Results of Operations.

Liquidity and Capital Resources

     The Partnership does not engage in the sale of goods or services.  Its only
assets are its equity in its commodity  futures trading  account,  consisting of
cash and  cash  equivalents  (such as U.S.  Treasury  Bills,  which  constitutes
approximately  75% of the  Partnership's  assets  at  June  30,  1996)  and  net
unrealized appreciation (depreciation) on open futures contracts. Because of the
low margin deposits normally  required in commodity futures trading,  relatively
small price movements may result in substantial losses to the Partnership. While
substantial  losses could lead to a substantial  decrease in liquidity,  no such
losses occurred in the Partnership's second quarter of 1996.

     The  Partnership's  capital  consists of the capital  contributions  of the
partners as  increased  or  decreased  by gains or losses on  commodity  futures
trading,  expenses,  interest income,  redemptions of Units and distributions of
profits, if any.

     For the six months ended June 30, 1996,  Partnership capital increased 4.9%
from  $15,624,256 to $16,391,510.  This increase was  attributable to net income
from  operations of $1,163,235  which was partially  offset by the redemption of
103 Units  resulting in an outflow of $395,981 for the six months ended June 30,
1996. Future redemptions can impact the amount of funds available for investment
in commodity contract positions in subsequent months.

Results of Operations

     During the  Partnership's  second  quarter of 1996, the net asset value per
Unit  increased  5.1% from  $3,756.90  to  $3,948.81,  as compared to the second
quarter  of 1995 in which  the net  asset  value per Unit  increased  6.5%.  The
Partnership  experienced a net trading gain before  commissions  and expenses in
the second quarter of 1996 of $935,547.  Gains were recognized in the trading of
commodity  futures  in  metals,  energy  products,  agricultural  products,  and
currencies  and were  partially  offset  by losses  recognized  in  indices  and
interest  rates.   The  Partnership   experienced  a  net  trading  gain  before
commissions and expenses in the second quarter of 1995 of $1,037,950. Gains were
recognized in the trading of interest rates,  indices,  agricultural  and energy
products and were partially offset by losses in metals and currencies.

     Commodity futures markets are highly volatile. Broad price fluctuations and
rapid  inflation  increase  the risks  involved  in  commodity  trading but also
increase the possibility of profit. The profitability of the Partnership depends
on the  existence  of major  price  trends and the  ability of the  Advisors  to
identify  correctly  those price trends.  These price trends are  influenced by,
among

                                      9

<PAGE>



other things, changing supply and demand relationships,  weather,  governmental,
agricultural,   commercial  and  trade  programs  and  policies,   national  and
international  political and economic  events and changes in interest  rates. To
the extent that market trends exist and the Advisors are able to identify  them,
the Partnership expects to increase capital through operations.

     Interest  income  earned on U.S.  Treasury  Bills  decreased by $28,241 and
$11,489  for the three and six months  ended  June 30,  1996,  respectively,  as
compared to the  corresponding  periods in 1995. The decrease in interest income
is  primarily  due to a  decrease  in  interest  rates in the first  and  second
quarters of 1996 as compared to the corresponding periods in 1995.

     Brokerage  commissions  are based on the number of trades  executed  by the
Advisors.  Brokerage  commissions and clearing fees for the three and six months
ended June 30, 1996 increased by $54,518 and $61,938,  respectively, as compared
to the corresponding periods in 1995.

     Incentive  fees are  based on the new  trading  profits  generated  by each
Advisor as defined in the  advisory  agreements  between  the  Partnership,  the
General  Partner and each  Advisor.  Trading  performance  for the three and six
months ended June 30, 1996  resulted in a decrease in incentive  fees of $26,216
and $335,840, respectively, as compared to the corresponding periods in 1995.

                                      10

<PAGE>




                           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.   (a) Exhibits

          (b) Reports on Form 8-K - None


                                      11


<PAGE>


                                  SIGNATURES

     Pursuant  to the  requirements  of Section  13 or 15 (d) 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.

HUTTON INVESTORS FUTURES FUND L.P. II


By:     Smith Barney Futures Management Inc.
        (General Partner)


By:     /s/ David J. Vogel, President
        -------------------------------------
        David J. Vogel, President

Date:   8/14/96

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.

By:     Smith Barney Futures Management Inc.
        (General Partner)


By:     /s/ David J. Vogel, President
        -------------------------------------
        David J. Vogel, President


Date:   8/14/96



By:     /s/ Daniel A. Dantuono
        -------------------------------------
        Daniel A. Dantuono
        Chief Financial Officer and Director


Date:   8/14/96


                                      12

<PAGE>



<TABLE> <S> <C>
                                              
<ARTICLE>                                          5
<CIK>                                              0000812818
<NAME>                       Hutton Investors Futures Fund L.P. II
                                                    
<S>                                                  <C>
<PERIOD-TYPE>                                      6-MOS
<FISCAL-YEAR-END>                                  DEC-31-1996
<PERIOD-START>                                     JAN-01-1996
<PERIOD-END>                                       JUN-30-1996
<CASH>                                                  15,923,723
<SECURITIES>                                               873,897
<RECEIVABLES>                                                    0
<ALLOWANCES>                                                     0
<INVENTORY>                                                      0
<CURRENT-ASSETS>                                        16,797,620
<PP&E>                                                           0
<DEPRECIATION>                                                   0
<TOTAL-ASSETS>                                          16,797,620
<CURRENT-LIABILITIES>                                      406,110
<BONDS>                                                          0
                                            0
                                                      0
<COMMON>                                                         0
<OTHER-SE>                                              16,391,510
<TOTAL-LIABILITY-AND-EQUITY>                            16,797,620
<SALES>                                                          0
<TOTAL-REVENUES>                                         1,346,536
<CGS>                                                            0
<TOTAL-COSTS>                                                    0
<OTHER-EXPENSES>                                           183,301
<LOSS-PROVISION>                                                 0
<INTEREST-EXPENSE>                                               0
<INCOME-PRETAX>                                          1,163,235
<INCOME-TAX>                                                     0
<INCOME-CONTINUING>                                              0
<DISCONTINUED>                                                   0
<EXTRAORDINARY>                                                  0
<CHANGES>                                                        0
<NET-INCOME>                                             1,163,235
<EPS-PRIMARY>                                               275.97
<EPS-DILUTED>                                                    0
        

</TABLE>


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