SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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, 2000
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 ____333-61217______
Atlas Futures Fund, Limited Partnership
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 51-0380494
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
c/o Corporate Systems, 101 N. Fairfield Drive, Dover DE 19901
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (219) 833-1505
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Former Name, Address and Fiscal Year, if Changed, Since Last Report
No such changes occurred
Indicate by check [X] 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 1 - FINANCIAL INFORMATION
Item 1. Financial Statements.
The unaudited financial statements for the Registrant for the second quarter
ended June 30, 2000 and year to date are attached hereto and made a part
hereof.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
During the past quarter and in the future, Registrant, did and will, pursuant
to the terms of the Partnership Agreement, engage in the business of
speculative trading of commodity futures and options markets through the
services of its commodity trading advisor, Ansbacher Investment Management,
Inc.
The Units are sold at the Net Asset Value per Unit as of the close of
business on the last day of the month in which subscriptions are received by
the General Partner. The Partnership continues to offer Units for sale to
the public.
To obtain a return of invested capital or appreciation, if any, purchasers of
Units must look solely to the redemption feature of the Partnership or to the
General Partner, in its sole judgment, to elect to make distributions. There
is no current market for the Units sold and none is expected to develop nor
is the General Partner expected to make distributions.
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
Item 6. Exhibits and Reports on Form 8-K
(a) None (b) No reports on Form 8-K
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Form 10-Q for the
period ended June 30, 2000, to be signed on its behalf by the undersigned,
thereunto duly authorized.
Registrant: Atlas Futures Fund, Limited Partnership
By Ashley Capital Management, Incorporated
Its General Partner
By: /s/ Shira Del Pacult
Ms. Shira Del Pacult
Sole Director, Sole Shareholder,
President, and Treasurer of the
General Partner
Date: August 14, 2000
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
FOR THE THREE AND SIX MONTHS ENDED
JUNE 30, 2000 (Unaudited)
AND THE YEAR ENDED DECEMBER 31, 1999
(With Auditors' Report Thereon)
GENERAL PARTNER:
Ashley Capital Management, Inc.
% Corporate Systems, Inc.
101 North Fairfield Drive
Dover, Kent County, Delaware 19901
To The Partners
Atlas Futures Fund, Limited Partnership
Dover, Kent County, Delaware
INDEPENDENT AUDITORS' REPORT
We have audited the accompanying balance sheet of ATLAS FUTURES FUND,
LIMITED PARTNERSHIP as of December 31, 1999, and the related statements of
operations, partners' equity and cash flows for the year then ended. These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements
based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of ATLAS FUTURES
FUND, LIMITED PARTNERSHIP as of December 31, 1999, and the results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.
Accountants: Frank L. Sassetti & Co.
Certified Public Accountants
Date: March 21, 2000 By: /s/ Frank L. Sassetti & Co.
Frank L. Sassetti & Co.
Certified Public Accountants
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
BALANCE SHEET
JUNE 30, 2000 AND DECEMBER 31, 1999
ASSETS
2000 (Unaudited) 1999
Cash (Note 7) $ 273,133 $ 62,749
United States Treasury Obligations ( Note 6) 1,477,895 691,109
Accrued interest receivable 14,746 6,497
Due from limited partners 161,111 192,665
Prepaid expense 3,065
Equity in Commodity Futures Trading Accounts -
Cash (Note 6) 1,786,527 790,465
Net unrealized gain on open commodity
futures contracts (Note 8) 118,340 3,580
$3,834,817 $1,747,065
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES
Accrued commissions payable $ 9,316 $ 2,895
Accrued management and incentive fees payable 81,953 14,075
Accrued accounting and auditing fees payable 1,625 1,477
Commissions payable - introducing broker 10,195 19,126
Partner redemption payable 59,926
Total Liabilities 163,015 37,573
PARTNERS' CAPITAL
Limited partners -
(3519.283 and 1738.589 units) 3,671,802 1,659,249
General partner - (0 and 52.645 units) 50,243
Total Partners' Capital 3,671,802 1,709,492
$3,834,817 $1,747,065
The accompanying notes are an integral part
of the financial statements.
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2000
AND THE YEAR ENDED DECEMBER 31, 1999
Three Months Six Months
Ended Ended
June 30, 2000 June 30, 2000
(Unaudited) (Unaudited) 1999
REVENUES
Realized gain from trading in futures $478,613 $336,216 $37,130
Realized gain (loss) on exchange
rate fluctuation (1,259) (580) 8
Changes in unrealized gains on open
Commodity futures contracts 92,600 112,485 3,580
Interest income 27,608 46,507 8,709
Total Revenues 597,562 494,628 49,427
EXPENSES
Commissions 51,335 88,863 18,953
Management and incentive fees 97,252 112,514 15,389
Professional accounting and legal fees 3,966 18,461 4,968
Organization costs 1,200
Other operating and administrative
expenses 268 1,850 257
Total Expenses 152,821 221,688 40,767
NET INCOME $444,741 $272,940 $8,660
NET INCOME -
Limited partnership unit $150.84 $110.91 $6.29
General partnership unit $207.72 $97.04 $9.04
The accompanying notes are an integral part
of the financial statements.
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
STATEMENT OF PARTNERS' EQUITY
FOR THE THREE MONTHS ENDED JUNE 30, 2000
(Unaudited)
LIMITED PARTNERS GENERAL PARTNERS TOTAL PARTNERS'
EQUITY
Amount Units Amount Units Amount Units
Balance April 1, 2000 $1,939,171 2,224.08 $ 45,901 52.64 $1,985,072 2,276.72
Addition of 1300.002
units 1,301,750 1,300.00 1,301,750 1,300.00
Withdrawal of 57.437
units (4,835) (4.80)(54,926)(52.64) (59,761) (57.44)
Net income 435,716 9,025 444,741
Balance - June 30,
2000 $3,671,802 3,519.28 $ $3,671,802 3,519.28
Value per unit $1,043.34
Total partnership units 3,519.28
The accompanying notes are an integral part
of the financial statements
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
STATEMENT OF PARTNERS' EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2000 (Unaudited) AND THE
YEAR ENDED DECEMBER 31, 1999
LIMITED PARTNERS GENERAL PARTNERS TOTAL PARTNERS'
EQUITY
Amount Units Amount Units Amount Units
Balance -
December 31, 1998 $ $ 1,647 2.00 $ 1,647 2.00
Addition of 1789.234 units 1,651,584 1738.59 47,601 50.64 1,699,185 1,789.23
Net income 7,665 995 8,660
Balance -
December 31, 1999 1,659,249 1738.59 50,243 52.64 1,709,492 1,791.23
Addition of 1791.557 units 1,754,504 1791.56 1,754,504 1,791.56
(Unaudited)
Withdrawal of 63.510 units (10,208) (10.87)(54,926)(52.64)(65,134) (63.51)
(Unaudited)
Net income (Unaudited) 268,257 4,683 272,940
Balance -
June 30, 1999
(Unaudited) $3,671,802 3519.28 $ $3,671,802 3,519.28
June 30, 2000 December 31,
(Unaudited) 1999
Value per unit $1,043.34 $ 954.37
Total partnership units 3,519.28 1,791.56
The accompanying notes are an integral part
of the financial statements.
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2000
AND THE YEAR ENDED DECEMBER 31, 1999
Three Months Six Months
Ended Ended
June 30, 2000 June 30, 2000
(Unaudited) (Unaudited) 1999
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 444,741 $ 272,940 $ 8,660
Adjustments to reconcile net income
to net cash provided by operating
activities -
Changes in operating assets and
liabilities -
Equity in Commodity Futures
Trading Accounts (1,193,362) (1,110,822) (794,045)
Accrued interest receivable (4,035) (8,249) (6,497)
U.S. Treasury Obligations (294,396) (786,786) (691,109)
Prepaid expense (3,065) (3,065)
Accrued commissions payable 4,556 (2,510) 22,021
Management and incentive fees payable 77,600 67,878 14,075
Accounting and auditing fees payable (4,487) 148 1,477
Partner redemption payable 55,801 59,926
Net Cash Used In
Operating Activities (916,647) (1,510,540)(1,445,418)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of units, net
of sales commissions 1,301,750 1,754,504 1,780,414
Syndication and registration costs (80,941)
Proceeds due from limited partners (146,111) 31,554 (192,665)
Partner redemptions (59,761) (65,134)
Net Cash Provided By
Financing Activities 1,095,878 1,720,924 1,506,808
NET INCREASE IN CASH 179,231 210,384 61,390
CASH
Beginning of period 93,902 62,749 1,359
End of period $273,133 $273,133 $62,749
The accompanying notes are an integral part
of the financial statements.
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000 (UNAUDITED) AND DECEMBER 31, 1999
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Atlas Futures Fund, Limited Partnership (the Fund) was formed January
12, 1998 under the laws of the State of Delaware. The Fund is engaged in
speculative trading of futures contracts in commodities, which commenced in
October, 1999. Ashley Capital Management, Inc. is the General Partner and
the commodity pool operator (CPO) of Atlas Futures Fund, Limited Partnership.
The commodity trading advisor (CTA) is Clarke Capital Management, who has the
authority to trade so much of the Fund's equity as is allocated to it by the
General Partner.
Income Taxes - In accordance with the generally accepted method of
presenting partnership financial statements, the financial statements do not
include assets and liabilities of the partners, including their obligation
for income taxes on their distributive shares of the net income of the Fund
or their rights to refunds on its net loss.
Registration Costs - Costs incurred for the initial filings with the
Securities and Exchange Commission, Commodity Futures Trading Commission,
National Futures Association (the "NFA") and the states where the offering
was made were accumulated, deferred and charged against the gross proceeds of
offering at the initial closing as part of the offering expense. Recurring
registration costs, if any, will be charged to expense as incurred.
Revenue Recognition - Commodity futures contracts are recorded on the
trade date and are reflected in the balance sheet at the difference between
the original contract amount and the market value on the last business day of
the reporting period.
Market value of commodity futures contracts is based upon exchange or
other applicable market best available closing quotations.
Use of Accounting Estimates - The preparation of financial statements
in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amount
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and reported amounts of revenues and
expenses during the reporting period. Actual results could differ from these
estimates.
Statement of Cash Flows - For purposes of the Statement of Cash Flows,
the Fund considers only cash and money market funds to be cash equivalents.
Net cash provided by operating activities include no cash payments for
interest or income taxes for the three and six months ended June 30, 2000 and
the year ended December 31, 1999.
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000 (UNAUDITED) AND DECEMBER 31, 1999
2. GENERAL PARTNER DUTIES
The responsibilities of the General Partner, in addition to directing
the trading and investment activity of the Fund, include executing and filing
all necessary legal documents, statements and certificates of the Fund,
retaining independent public accountants to audit the Fund, employing
attorneys to represent the Fund, reviewing the brokerage commission rates to
determine reasonableness, maintaining the tax status of the Fund as a limited
partnership, maintaining a current list of names, addresses and numbers of
units owned by each Limited Partner and taking such other actions as deemed
necessary or desirable to manage the business of the Partnership.
3. THE LIMITED PARTNERSHIP AGREEMENT
The Limited Partnership Agreement provides, among other things, that -
Capital Account - A capital account shall be established for each
partner. The initial balance of each partner's capital account shall be the
amount of the initial contributions to the partnership.
Monthly Allocations - Any increase or decrease in the Partnership's net
asset value as of the end of a month shall be credited or charged to the
capital account of each Partner in the ratio that the balance of each account
bears to the total balance of all accounts.
Any distribution from profits or partners' capital will be made solely
at the discretion of the General Partner.
Allocation of Profit and Loss for Federal Income Tax Purposes - As of
the end of each fiscal year, the Partnership's capital gain or loss and
ordinary income or loss shall be allocated among the Partners, after having
given effect to the fees of the General Partner and the Commodity Trading
Advisors and each Partner's share of such items are includable in the
Partner's personal income tax return.
Redemption - No partner may redeem or liquidate any Units until after
the lapse of six months from the date of the investment. Thereafter, a
Limited Partner may withdraw, subject to certain restrictions, any part or
all of his units from the Partnership at the Net Asset Value per Unit on the
last day of any month with ten days prior written request to the General
Partner. A redemption fee payable to the Partnership of a percentage of the
value of the redemption request is charged during the first 24 months of
investment pursuant to the following schedule:
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000 (UNAUDITED) AND DECEMBER 31, 1999
3. THE LIMITED PARTNERSHIP AGREEMENT - CONTINUED
4% if such request is received ten days prior to the last trading day
of the sixth month after the date of the partner's investment in the Fund
3% if such request is received during the seventh to twelfth month
after the investment.
2% if such request is received during the thirteenth to eighteenth
month.
1% if such request is received during the nineteenth to twenty-fourth
month.
0% thereafter.
4. FEES
The Fund is charged the following fees on a monthly basis since the
commencement of trading.
A management fee of 3% (annual rate) of the Fund's net assets
allocated to each CTA to trade will be paid to each CTA and 3% of equity to
the Fund's General Partner.
An incentive fee of 15% of "new trading profits" will be paid to each
CTA. "New trading profits" includes all income earned by each CTA and
expense allocated to his activity. In the event that trading produces a
loss, no incentive fees will be paid and all losses will be carried over to
the following months until profits from trading exceed the loss. It is
possible for one CTA to be paid an incentive fee during a quarter of a year
when the Fund experienced a loss.
The Fund will pay fixed commissions of 9% (annual rate) of assets
assigned to be traded, payable monthly, to the Introducing Broker affiliated
with the General Partner. The Affiliated Introducing Broker will pay the
costs to clear the trades to the futures commission merchant and all PIT
Brokerage costs which shall include the NFA and exchange fees.
5. REALIZED GAIN ON EXCHANGE RATE FLUCTUATIONS
Certain trades executed by the Fund are denominated in foreign
currencies. Gains and losses on these transactions are recorded as futures
trading gains or losses at the U. S. dollar equivalent on the date the trade
is settled. Exchange rate fluctuation gain or loss is reflected when
residual amounts of foreign currencies are reconverted to U. S. dollars.
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000 (UNAUDITED) AND DECEMBER 31, 1999
6. PLEDGED ASSETS
The U. S. Treasury Obligations and Cash in trading accounts are
pledged as collateral for commodities trading on margin.
7. CONCENTRATIONS OF CREDIT RISK
The Fund maintains its cash balances at a high credit quality
financial institution. The balances may, at times, exceed federally insured
credit limits.
8. OFF BALANCE SHEET RISK
As discussed in Note 1, the Fund is engaged in speculative trading of
futures contracts in commodities. The carrying amounts of the Fund's
financial instruments and commodity contracts generally approximate their
fair values at December 31. Open commodity contracts had gross contract value
of $1,770,800 on short positions at December 31, 1999. Open commodity
contracts had gross contract value of $6,272,138 on long positions and
$5,191,421 on short positions at June 30, 2000.
Although the gross contract values of open commodity contracts
represent market risk, they do not represent exposure to credit risk, which
is limited to the current cost of replacing those contracts in a gain
position. The unrealized gain on open commodity futures contracts at June
30, 2000 and December 31, 1999 was $112,485 and $3,580, respectively.
