SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
X Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarter Ended March 31, 1998
------------
Commission File Number 0-18500
------------
Alternative Asset Growth Fund, L.P.
-----------------------------------
(Exact name of registrant)
Delaware 74-2546493
- ----------------------- ------------------------------------
(State of Organization) (I.R.S. Employer Identification No.)
ProFutures, Inc.
1310 Highway 620, Suite 200
Austin, Texas 78734
---------------------------
(Address of principal executive office)
Registrant's telephone number, including area code (512) 264-1100.
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.
ALTERNATIVE ASSET GROWTH FUND, L.P.
STATEMENTS OF FINANCIAL CONDITION
March 31, 1998 (Unaudited) and December 31, 1997 (Audited)
-----------
March 31, December 31,
1998 1997
---- ----
ASSETS
Equity in broker trading accounts
Cash $ 5,609,033 $ 5,878,013
Net option premiums (received) (96,405) (88,935)
Unrealized gain on open contracts 115,761 758,953
----------- -----------
Deposits with brokers 5,628,389 6,548,031
Cash and cash equivalents 11,212,042 11,605,060
----------- -----------
Total assets $16,840,431 $18,153,091
=========== ===========
LIABILITIES
Accounts payable $ 4,048 $ 5,301
Advisor incentive fees payable 73,231 98,172
Advisor management fees payable 45,140 47,263
Consultant fee payable 27,805 29,945
General Partner fee payable 27,805 29,945
Trading Manager fee payable 13,902 14,972
Commissions and other trading fees
on open contracts 34,985 35,382
Redemptions payable 170,566 598,545
----------- -----------
Total liabilities 397,482 859,525
----------- -----------
PARTNERS' CAPITAL (Net Asset Value)
General Partner - 323.451 units outstanding at
March 31, 1998 and December 31, 1997 441,174 442,903
Limited Partners - 11,731.868 and 12,305.985
units outstanding at March 31, 1998 and
December 31, 1997 16,001,775 16,850,663
----------- -----------
Total partners' capital
(Net Asset Value) 16,442,949 17,293,566
----------- -----------
$16,840,431 $18,153,091
=========== ===========
See accompanying notes.
ALTERNATIVE ASSET GROWTH FUND, L.P.
STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 1998 and 1997
(Unaudited)
-----------
Three Months Ended
March 31,
1998 1997
--------- ---------
INCOME
Trading gains (losses)
Realized $ 933,603 $ 362,574
Change in unrealized (643,192) 1,350,786
----------- -----------
Gain from trading 290,411 1,713,360
Interest income 221,331 256,122
----------- -----------
Total income 511,742 1,969,482
----------- -----------
EXPENSES
Brokerage commissions 165,618 185,658
Advisor incentive fees 73,231 325,194
Advisor management fees 45,141 52,040
Consultant fee 86,958 97,771
General Partner fee 86,958 97,771
Trading Manager fee 43,479 48,885
Operating expenses 49,782 54,042
----------- -----------
Total expenses 551,167 861,361
----------- -----------
NET INCOME (LOSS) $ (39,425) $ 1,108,121
=========== ===========
NET INCOME (LOSS) PER GENERAL AND LIMITED PARTNER UNIT
(based on weighted average number
of units outstanding during the period) $ (3.19) $ 74.14
INCREASE (DECREASE) IN NET ASSET
VALUE PER GENERAL AND LIMITED PARTNER UNIT $ (5.35) $ 73.98
See accompanying notes.
<TABLE>
ALTERNATIVE ASSET GROWTH FUND, L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (NET ASSET VALUE)
For the Three Months Ended March 31, 1998 and 1997
(Unaudited)
-----------
<CAPTION>
General Limited
Partner Partners Total
---------------- ------------------ ------------------
Units Amount Units Amount Units Amount
<S> <C> <C> <C> <C> <C> <C>
Balances
at
December 31,
1997 323.451 $442,903 12,305.985 $16,850,663 12,629.436 $17,293,566
Net (loss)
for the
three months
ended
March 31,
1998 (1,729) (37,696) (39,425)
Redemptions 0 0 (574.117) (811,192) (574.117) (811,192)
------- -------- ---------- ----------- ---------- -----------
Balances
at
March 31,
1998 323.451 $441,174 11,731.868 $16,001,775 12,055.319 $16,442,949
======= ======== ========== =========== ========== ===========
Balances
at
December 31,
1996 323.451 $404,722 14,757.410 $18,465,411 15,080.861 $18,870,133
Net income
for the
three months
ended
March 31,
1997 23,928 1,084,193 1,108,121
Redemptions 0 0 (405.330) (529,593) (405.330) (529,593)
------- -------- ---------- ----------- ---------- -----------
Balances
at
March 31,
1997 323.451 $428,650 14,352.080 $19,020,011 14,675.531 $19,448,661
======= ======== ========== =========== ========== ===========
Net asset value
per unit at
December 31, 1996 $ 1,251.26
===========
March 31, 1997 $ 1,325.24
===========
December 31, 1997 $ 1,369.31
===========
March 31, 1998 $ 1,363.96
===========
</TABLE>
See accompanying notes.
ALTERNATIVE ASSET GROWTH FUND, L.P.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
-----------
Note 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. General Description of the Partnership
Alternative Asset Growth Fund, L.P. (the Partnership) is a Delaware
limited partnership which operates as a commodity investment pool.
B. Regulation
As a registrant with the Securities and Exchange Commission, the
Partnership is subject to the regulatory requirements under the
Securities Acts of 1933 and 1934. As a commodity investment pool,
the Partnership is subject to the regulations of the Commodity
Futures Trading Commission, an agency of the United States (U.S.)
government which regulates most aspects of the commodity futures
industry, rules of the National Futures Association, an industry
self-regulatory organization, and the requirements of commodity
exchanges and Futures Commission Merchants (brokers) through which
the Partnership trades.
C. Method of Reporting
The Partnership's financial statements are presented in accordance
with generally accepted accounting principles, which require the use
of certain estimates made by the Partnership's management. Gains or
losses are realized when contracts are liquidated. Net unrealized
gain or loss on open contracts (the difference between contract
purchase price and market price) is reported in the statement of
financial condition in accordance with Financial Accounting Standards
Board Interpretation No. 39 - "Offsetting of Amounts Related to
Certain Contracts." Any change in net unrealized gain or loss from
the preceding period is reported in the statement of operations.
D. Cash and Cash Equivalents
Cash and cash equivalents includes cash and short-term investments in
fixed income securities.
E. Brokerage Commissions
Brokerage commissions include other trading fees and are charged to
expense when contracts are opened.
ALTERNATIVE ASSET GROWTH FUND, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
-----------
Note 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
F. Income Taxes
The Partnership prepares calendar year U.S. and state information
tax returns and reports to the partners their allocable shares of the
Partnership's income, expenses and trading gains or losses.
G. Foreign Currency Transactions
The Partnership's functional currency is the U.S. dollar; however, it
transacts business in currencies other than the U.S. dollar. Assets
and liabilities denominated in currencies other than the U.S. dollar
are translated into U.S. dollars at the rates in effect at the date
of the statement of financial condition. Income and expense items
denominated in currencies other than the U.S. dollar are translated
into U.S. dollars at the rates in effect during the period. Gains
and losses resulting from the translation to U.S. dollars are
reported in income currently.
Note 2. GENERAL PARTNER
The General Partner of the Partnership is ProFutures, Inc., which
conducts and manages the business of the Partnership. The General
Partner is required by the Agreement of Limited Partnership to
contribute to the Partnership an amount equal to at least 1% of the
aggregate capital contributions of all partners, but not less than
$100,000. As of March 31, 1998, $365,900 has been contributed to the
Partnership by the General Partner and its principals.
The Agreement of Limited Partnership also requires that the General
Partner, at all times after the Partnership commences trading and so
long as it remains General Partner of the Partnership, maintain a net
worth not less than the sum of (i) the lesser of $250,000 or 15% of
the aggregate capital contributions of any limited partnerships for
which it acts as a General Partner if such contributions are equal
to or less than $2,500,000; and (ii) 10% of the aggregate capital
contributions of any limited partnerships for which it shall act
as a General Partner if such contributions exceed $2,500,000.
ProFutures, Inc. has callable subscription agreements with
Internationale Nederlanden (U.S.) Securities, Futures & Options
Inc. (ING), whereby ING agrees to purchase or subscribe to (up to
$19,000,090) the number of shares of common stock of ProFutures, Inc.
necessary to maintain the General Partner net worth requirements.
ALTERNATIVE ASSET GROWTH FUND, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
-----------
Note 2. GENERAL PARTNER (CONTINUED)
The Partnership pays the General Partner a monthly management fee
of 1/6 of 1% (2% annually) of month-end Net Asset Value.
Note 3. COMMODITY TRADING ADVISORS
The Partnership has trading advisory contracts with several unrelated
commodity trading advisors to furnish investment management services
to the Partnership. Certain advisors receive management fees ranging
from .2% to 2% annually of allocated Net Asset Value. In addition,
the trading advisors receive quarterly incentive fees ranging from
20% to 27.5% of Trading Profits (as defined in the trading advisory
contracts) on that portion of the Partnership's assets which they
direct.
Note 4. DEPOSITS WITH BROKERS
The Partnership deposits funds with brokers subject to Commodity
Futures Trading Commission regulations and various exchange and
broker requirements. Margin requirements are satisfied by the
deposit of cash with such brokers. The Partnership earns interest
income on its assets deposited with the brokers.
Note 5. OTHER FEES
The Partnership employs a Consultant who is paid a monthly fee of
1/6 of 1% (2% annually) of month-end Net Asset Value for
administrative services rendered to the Partnership.
The Partnership's Trading Manager receives a monthly fee of 1/12
of 1% (1% annually) of month-end Net Asset Value for management
services rendered to the Partnership.
Note 6. DISTRIBUTIONS AND REDEMPTIONS
The Partnership is not required to make distributions, but may do
so at the sole discretion of the General Partner. A Limited Partner
may request and receive redemption of units owned, subject to
restrictions in the Agreement of Limited Partnership.
ALTERNATIVE ASSET GROWTH FUND, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
-----------
Note 7. TRADING ACTIVITIES AND RELATED RISKS
The Partnership engages in the speculative trading of U.S. and
foreign futures contracts and options on U.S. and foreign futures
contracts (collectively, "derivatives"). These derivatives include
both financial and non-financial contracts held as part of a
diversified trading strategy. The Partnership is exposed to both
market risk, the risk arising from changes in the market value of
the contracts, and credit risk, the risk of failure by another party
to perform according to the terms of a contract.
Purchase and sale of futures and options on futures contracts
requires margin deposits with the brokers. Additional deposits may
be necessary for any loss on contract value. The Commodity Exchange
Act requires a broker to segregate all customer transactions and
assets from such broker's proprietary activities. A customer's cash
and other property (for example, U.S. Treasury bills) deposited with
a broker are considered commingled with all other customer funds
subject to the broker's segregation requirements. In the event of
a broker's insolvency, recovery may be limited to a pro rata share
of segregated funds available. It is possible that the recovered
amount could be less than total cash and other property deposited.
The Partnership has a substantial portion of its assets on deposit
with financial institutions in connection with its cash management
activities. In the event of a financial institution's insolvency,
recovery of Partnership assets on deposit may be limited to account
insurance or other protection afforded such deposits. In the normal
course of business, the Partnership does not require collateral from
such financial institutions.
For derivatives, risks arise from changes in the market value of the
contracts. Theoretically, the Partnership is exposed to a market
risk equal to the value of futures contracts purchased and unlimited
liability on such contracts sold short. As both a buyer and seller
of options, the Partnership pays or receives a premium at the outset
and then bears the risk of unfavorable changes in the price of the
contract underlying the option. Written options expose the
Partnership to potentially unlimited liability, and purchased options
expose the Partnership to a risk of loss limited to the premiums
paid.
The fair value of derivatives represents unrealized gains and losses
on open futures contracts and long and short options at market value.
The average fair value of derivatives during the three months ended
March 31, 1998 and 1997 was approximately $363,000 and $1,010,000,
respectively, and the fair value as of March 31, 1998 and
December 31, 1997 was approximately $19,000 and $670,000,
respectively.
ALTERNATIVE ASSET GROWTH FUND, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
-----------
Note 7. TRADING ACTIVITIES AND RELATED RISKS (CONTINUED)
Net trading results from derivatives for the three months ended
March 31, 1998 and 1997 are reflected in the statement of operations
and equal gain from trading less brokerage commissions. Such trading
results reflect the net gain arising from the Partnership's
speculative trading of futures contracts and options on futures
contracts.
Open contracts generally mature within one year, however, the
Partnership intends to close all contracts prior to maturity. At
March 31, 1998 and December 31, 1997, the notional amount of open
contracts is as follows:
March 31, December 31,
1998 1997
-------------------------- --------------------------
Contracts to Contracts to Contracts to Contracts to
Purchase Sell Purchase Sell
------------ ------------ ------------ ------------
Futures contracts
and written options
thereon:
- Agriculture $ 9,000,000 $ 4,100,000 $ 5,300,000 $ 5,400,000
- Currency and
currency
indices 11,300,000 23,500,000 1,900,000 13,300,000
- Energy 2,300,000 400,000 200,000 2,200,000
- Equity indices 24,600,000 23,800,000 13,900,000 11,000,000
- Interest rates 99,500,000 38,400,000 128,000,000 55,800,000
- Metals 17,300,000 11,100,000 13,800,000 16,500,000
- Other 600,000 200,000 100,000 0
Purchased options on
futures contracts:
- Agriculture 600,000 1,200,000 0 0
- Currency and
currency indices 0 2,400,000 0 2,000,000
- Equity indices 7,100,000 0 0 0
- Interest rates 8,800,000 0 6,400,000 0
- Metals 0 400,000 900,000 0
------------ ------------ ------------ ------------
$181,100,000 $105,500,000 $170,500,000 $106,200,000
============ ============ ============ ============
The above amounts do not represent the Partnership's risk of loss due
to market and credit risk, but rather represent the Partnership's
extent of involvement in derivatives at the date of the statement of
financial condition.
ALTERNATIVE ASSET GROWTH FUND, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
-----------
Note 7. TRADING ACTIVITIES AND RELATED RISKS (CONTINUED)
The General Partner has established procedures to actively monitor
and minimize market and credit risk. The Limited Partners bear the
risk of loss only to the extent of the market value of their
respective investments and, in certain specific circumstances,
distributions and redemptions received.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
A. LIQUIDITY: The Registrant is very liquid in that it holds its
assets in cash or near cash investments.
B. CAPITAL RESOURCES: Since the Registrant's business is the
purchase and sale of various commodity interests, it will make
few, if any, capital expenditures. Except as it impacts the
commodity markets, inflation is not a significant factor in the
Fund's profitability.
C. RESULTS OF OPERATIONS: On March 7, 1990 the Registrant commenced
trading operations with a beginning equity of $4,384,536. The
Registrant's offering of Units of Limited Partnership Interest
terminated on May 30, 1991.
During 1990 the Registrant earned $911,948. The Registrant lost
$1,846,137 in 1992 as compared to earnings of $1,046,330 for
1991. For 1993 the Registrant had net income of $2,433,194 as
compared to net income of $98,340 for 1994. The Registrant had a
net loss of $985,673 in 1995 as compared to net income of
$833,088 for 1996. During 1997, the Registrant had net income of
$1,716,744. For the quarter ended March 31, 1998 the Registrant
had a net loss of $39,425 as compared to net income of $1,108,121
for the quarter ended March 31, 1997.
The Fund's losses for the quarter ended March 31, 1998 resulted
from February losses in the currencies and U.S. interest rate
markets, March losses in the non-U.S. interest rate and non-
U.S. equity indices as well as the base metals markets. These
losses were largely offset by January gains in the U.S. and non-
U.S. interest rate markets.
The Fund's income for the quarter ended March 31, 1997 resulted
from significant January gains in the foreign currency
markets, as well as February gains in the energy, metal and
grain markets and March gains in grain, equity indices and
interest rate markets. These gains were slightly reduced by
losses in the month of January in the non-U.S. interest rate
markets, February losses in non-U.S. equity indices and March
losses in the foreign currency, metals and energy markets.
There were no unusual or infrequent events which materially
affected the Registrant's operations. The Net Asset Value per
Unit as of March 31, 1998 was $1,363.96, and the total Net Asset
Value of the Fund amounted to $16,442,949 as compared to a Net
Asset Value per Unit of $1,369.31 as of December 31, 1997 and
a total Net Asset Value of $17,293,566. Due to the speculative
nature of trading commodity interests, the Registrant's earnings
and Net Asset Value may fluctuate widely from month to month and
year to year.
The General Partner has established procedures to actively
monitor and minimize the market and credit risk of the Fund.
ATA Research, Inc. (ATA), in its capacity as Trading Manager of
the Fund, manages market risk through the monitoring of the
Fund's advisors and their trading in the various commodity
markets. The General Partner seeks to minimize credit risk
primarily by keeping only minimal amounts of excess cash at the
brokers, with excess cash being maintained in custodial or other
accounts providing credit protection. Additionally, the General
Partner monitors credit risk based on is current knowledge of
the brokers' credit worthiness.
D. POSSIBLE CHANGES: The General Partner reserves the right to
terminate and/or engage additional commodity trading advisors in
the future and reserves the right to change any of the
Registrant's clearing arrangements to accommodate any new
commodity trading advisors.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
None.
Item 3. Defaults Upon Senior Securities.
Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
Year 2000
---------
The General Partner is in the process of evaluating the effect of
Year 2000 issues on the Partnership. The internal software of the
General Partner is Year 2000 compliant. The General Partner
anticipates no internal operational problems with respect to the
Partnership related to the Year 2000. The General Partner
continues to evaluate the effect of the Year 2000 issue with respect
to the Partnership's outside service providers and advisors. It is
anticipated that any costs incurred in connection with internal
operating problems relating to Year 2000 issues will be borne by the
General Partner.
Item 6. Exhibits and Reports on Form 8-K.
There were no reports filed on Form 8-K.
SIGNATURE
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.
Alternative Asset Growth Fund, L.P.
(Registrant)
Gary D. Halbert, President
ProFutures, Inc., General Partner
Alternative Asset Growth Fund, L.P.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 11,212,042
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 16,840,431
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 16,840,431
<CURRENT-LIABILITIES> 397,482
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 16,840,431
<SALES> 0
<TOTAL-REVENUES> 511,742
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 551,167
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (39,425)
<INCOME-TAX> 0
<INCOME-CONTINUING> (39,425)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (39,425)
<EPS-PRIMARY> (3.19)
<EPS-DILUTED> (3.19)
</TABLE>
