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 March 31, 1999
Commission File Number 0-24280
SHEARSON MID-WEST FUTURES FUND
(Exact name of registrant as specified in its charter)
New York 13-3634370
(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>
SHEARSON MID-WEST FUTURES FUND
FORM 10-Q
INDEX
Page
Number
PART I - Financial Information:
Item 1. Financial Statements:
Statement of Financial Condition
at March 31, 1999 (unaudited)and
December 31, 1998. 3
Statement of Income and Expenses and Partners'
Capital for the three months ended March 31, 1999
and 1998 (unaudited). 4
Notes to Financial Statements
(unaudited) 5 - 8
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations 9 - 12
Item 3. Quantitative and Qualitative
Disclosures of Market Risk 13 - 14
PART II - Other Information 15
<PAGE>
PART I
Item 1. Financial Statements
Shearson Mid - West Futures Fund
Statement of Financial Condition
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
----------- ------------
Assets: (Unaudited)
<S> <C> <C>
Equity in commodity futures trading account:
Cash and cash equivalents $54,696,324 $57,448,807
Net unrealized appreciation
on open futures contracts 1,627,430 6,340,737
----------- -----------
56,323,754 63,789,544
Interest receivable 169,127 175,495
=========== ===========
$56,492,881 $63,965,039
=========== ===========
Liabilities and Partners' Capital:
Liabilities:
Accrued expenses:
Commissions $ 282,464 $ 319,825
Management fees 187,227 212,009
Administrative fees 46,807 53,002
Other fees 42,408 42,480
Redemptions payable 560,322 555,220
----------- -----------
1,119,228 1,182,536
----------- -----------
Partners' Capital:
General Partner, 322.1307 Unit equivalents
outstanding in 1999 and 1998 797,937 870,342
Limited Partners, 22,032.4659 and 22,914.8951
Units of Limited Partnership Interest
outstanding in 1999 and 1998, respectively 54,575,716 61,912,161
----------- -----------
55,373,653 62,782,503
----------- -----------
$56,492,881 $63,965,039
=========== ===========
See Notes to Financial Statements.
</TABLE>
3
<PAGE>
SHERASON MID-WEST FUTURES FUND
STATEMENT OF INCOME AND EXPENSES AND PARTNERS' CAPITAL
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1999 1998
------------- ------------
<S> <C> <C>
Income:
Net gains (losses) on trading of commodity
futures:
Realized gains (losses) on closed positions $ 735,224 (2,663,124)
Change in unrealized gains/losses on open
positions (4,713,307) (2,441,631)
____________ ___________
(3,978,083) (5,104,755)
Less, brokerage commissions including clearing fees
of $15,504 and $15,787, respectively (946,187) (971,045)
____________ ___________
Net realized and unrealized losses (4,924,270) (6,075,800)
Interest income 494,229 634,377
____________ __________
(4,430,041) 5,441,423)
____________ __________
Expenses:
Management fees 581,441 599,477
Administrative fees 145,360 149,869
Other 16,740 17,339
____________ __________
743,541 766,685
____________ ___________
Net loss (5,173,582) (6,208,108)
Redemptions (2,235,268) (346,908)
____________ ___________
Net decrease in Partners' capital (7,408,850) (6,555,016)
Partners' capital, beginning of period 62,782,503 64,295,035
____________ ___________
Partners' capital, end of period $ 55,373,653 57,740,019
------------ -----------
Net asset value per Unit
(22,354.5966 and 24,495.2852 Units outstanding
at March 31, 1999 and 1998, respectively) $ 2,477.06 2,357.19
------------ -----------
Net loss per Unit of Limited Partnership
Interest and General Partner Unit equivalent $ (224.77) (252.00)
------------ -----------
See Notes to Financial Statements.
4
</TABLE>
<PAGE>
Shearson Mid-West Futures Fund
Notes to Financial Statements
March 31, 1999
(Unaudited)
1. General:
Shearson Mid-West Futures Fund (the "Partnership") is a limited
partnership which was organized on August 21, 1991 under the partnership laws of
the State of New York to engage in the speculative trading of a diversified
portfolio of commodity interests including futures contracts, options and
forward contracts. The commodity interests that are traded by the Partnership
are volatile and involve a high degree of market risk.
Smith Barney Futures Management Inc. acts as the general partner (the
"General Partner") of the Partnership. The Partnership's commodity broker, is
Salomon Smith Barney Inc. ("SSB"). SSB is an affiliate of the General Partner.
The General Partner is wholly owned by Salomon Smith Barney Holdings Inc.
("SSBH"), which is the sole owner of SSB. SSBH is a wholly owned subsidiary of
Citigroup Inc. All trading decisions for the Partnership are being made by John
W. Henry & Company, Inc. (the "Advisor").
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 March 31, 1999 and the results of its operations for the three
months ended March 31, 1999 and 1998. 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, 1998.
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>
Shearson Mid-West Futures Fund
Notes to Financial Statements
(continued)
2. Net Asset Value Per Unit:
Changes in net asset value per Unit for the three months months ended March
31, 1999 and 1998 were as follows:
<TABLE>
<CAPTION>
THREE-MONTHS ENDED
MARCH 31,
---------- ---------
1999 1998
---------- ---------
<S> <C> <C>
Net realized and unrealized
losses $ (213.89)$ (246.63)
Interest income 21.58 25.75
Expenses (32.46) (31.12)
--------- ---------
Decrease for period (224.77) (252.00)
Net Asset Value per Unit,
beginning of period 2,701.83 2,609.19
--------- ---------
Net Asset Value per Unit,
end of period $ 2,477.06 $ 2,357.19
========= =========
</TABLE>
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 statement of income and expenses.
The Customer Agreement between the Partnership and SSB 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, if applicable, at March 31, 1999 and December 31, 1998 was $1,627,430
and $6,340,737, respectively, and the average fair value during the three and
twelve months then ended, based on a monthly calculation, was $2,637,289 and
$3,792,199, respectively.
6
<PAGE>
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
may 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, through physical delivery or with another financial instrument.
These instruments may be traded on an exchange or over-the-counter ("OTC").
Exchange traded 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 SSB.
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, gain 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.
7
<PAGE>
At March 31, 1999, the notional or contractual amounts of the
Partnership's commitment to purchase and sell these instruments was $207,429,573
and $477,483,453, respectively, as detailed below. All of these instruments
mature within one year of March 31, 1999. However, due to the nature of the
Partnership's business, these instruments may not be held to maturity. At March
31, 1999, the fair value of the Partnership's derivatives including options
thereon, if applicable, was $1,627,430, as detailed below.
<TABLE>
<CAPTION>
MARCH 31, 1999
NOTIONAL OR CONTRACTUAL
AMOUNT OF COMMITMENTS
TO PURCHASE TO SELL FAIR VALUE
<S> <C> <C> <C>
Currencies
- - OTC Contracts $ 18,787,100 $111,027,606 $ 455,647
Interest Rates U.S. -- 133,420,588 728,650
Interest Rates Non-U.S 172,765,193 204,406,565 (469,240)
Metals -- 28,496,560 109,230
Stock Indices 15,877,280 132,134 803,143
------------ ------------ ------------
Totals $207,429,573 $477,483,453 $ 1,627,430
============ ============ ============
</TABLE>
At December 31, 1998, the notional or contractual amounts of the
Partnership's commitment to purchase and sell these instruments was $387,519,021
and $397,589,186, respectively and the fair value of the Partnership's
derivatives, including options thereon, if applicable, was $6,340,737, as
detailed below.
<TABLE>
<CAPTION>
DECEMBER 31, 1998
NOTIONAL OR CONTRACTUAL
AMOUNT OF COMMITMENTS
TO PURCHASE TO SELL FAIR VALUE
<S> <C> <C> <C>
Currencies
-OTC Contracts $ 32,353,773 $ 10,033,454 $ 332,575
Interest Rates U.S. 61,058,375 68,811,675 (462,275)
Interest Rates Non-U.S 294,106,873 313,773,297 6,473,917
Metals -- 4,970,760 (3,480)
------------ ------------ ------------
Total $387,519,021 $397,589,186 $ 6,340,737
============ ============ ============
</TABLE>
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, net
unrealized appreciation (depreciation) on open futures and forward contracts,
commodity options and interest receivable. 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 decrease in liquidity, no such losses occurred in the first
quarter of 1999.
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 three months ended March 31, 1999, Partnership capital
decreased 11.8% from $62,782,503 to $55,373,653. This decrease was attributable
to a net loss from operations of $5,173,582 coupled with the redemption of
882.4292 Units resulting in an outflow of $2,235,268 for the three months ended
March 31, 1999. Future redemptions can impact the amount of funds available for
investments in commodity contract positions in subsequent periods.
Risk of Computer System Failure (Year 2000 Issue)
The Year 2000 issue is the result of existing computers in many
businesses using only two digits to identify a year in the date field. These
computers and programs, often referred to as "information technology," were
designed and developed without considering the impact of the upcoming change in
the century. If not corrected, many computer applications could fail or create
erroneous results at the Year 2000. Such systems and processes are dependent on
correctly identifying dates in the next century.
The General Partner administers the business of the Partnership through
various systems and processes maintained by SSBH and SSB. In addition, the
operation of the Partnership is dependent on the capability of the Partnership's
Advisor, the brokers and exchanges through which the Advisor trades, and other
third parties to prepare adequately for the Year 2000 impact on their systems
and processes. The Partnership itself has no systems or information technology
applications relevant to its operations.
The General Partner, SSB, SSBH and their parent organization Citigroup
Inc. have undertaken a comprehensive, firm-wide evaluation of both internal and
external systems (systems related to third parties) to determine the specific
modifications needed to prepare for the year 2000. The combined Year 2000
program in SSB is expected to cost approximately $140 million over the four
years from 1996 through 1999, and involve over 450 people at the peak staffing
level. SSB expects to complete all compliance and certification work by June
1999. At this time, over 95% of SSBH systems have completed the correction
process and are Year 2000 compliant. Over 73% of the systems have completed
certification testing. The Year 2000 project at SSBH remains on schedule.
9
<PAGE>
The systems and components supporting the General Partner's business
that require remediation have been identified and modifications have been made
to bring them into Year 2000 compliance. Testing of these systems was completed
in the fourth quarter of 1998. Final testing and certification are expected to
be completed by the end of the first quarter of 1999.
This expenditure and the General Partner's resources dedicated to the
preparation for Year 2000 do not and will not have a material impact on the
operation or results of the Partnership.
The General Partner has requested and received statements from the
Advisor that it has undertaken its own evaluation and remediation plans to
identify any of its computer systems that are Year 2000 vulnerable. The Advisor
has confirmed it is taking immediate actions to remedy those systems as
necessary. The General Partner will continue to inquire into and to confirm the
Advisor's readiness for Year 2000.
The most likely and most significant risk to the Partnership associated
with the lack of Year 2000 readiness is the failure of outside organizations,
including the commodities exchanges, clearing organizations, or regulators with
which the Partnership interacts to resolve their Year 2000 issues in a timely
manner. This risk could involve the inability to determine the value of the
Partnership at some point in time and would make effecting purchases or
redemptions of Units in the Partnership infeasible until such valuation was
determinable.
SSB has successfully participated in industry-wide testing including:
The Streetwide Beta Testing organized by the Securities Industry Association
(SIA), a government securities clearing test with the Federal Reserve Bank of
New York, The Depository Trust Company, and The Bank of New York, and Futures
Industry Association participants test. The firm is also participating in the
streetwide testing which commenced in March 1999.
It is possible that problems may occur that would require some time to
repair. Moreover, it is possible that problems will occur outside SSBH for which
SSBH could experience a secondary effect. Consequently, SSBH is preparing
comprehensive, written contingency plans so that alternative procedures and a
framework for critical decisions are defined before any potential crisis occurs.
The goal of Year 2000 contingency planning is a set of alternate
procedures to be used in the event of a critical system failure or a failure by
a supplier or counterparty. Planning work was completed in December 1998, and
testing of alternative procedures will be conducted in the first half of 1999.
10
<PAGE>
Results of Operations
During the partnership's first quarter of 1999, the net asset value per
Unit decreased 8.3% from $2,701.83 to $2,477.06 as compared to a decrease of
9.7% in the first quarter of 1998. The Partnership experienced a net trading
loss before brokerage commissions and related fees in the first quarter of 1999
of $3,978,083. Losses were primarily attributable to losses in the trading of
commodity futures in non-U.S. interest rates and metals and were partially
offset by gains in currencies, indices and U.S. interest rates. The Partnership
experienced a net trading loss before commissions and related fees in the first
quarter of 1998 of $5,104,755. Losses were primarily attributable to the trading
of commodity futures in currencies, U.S. interest rates, indices and metals and
were partially offset by gains in non-U.S. interest rates.
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 Advisor to
identify correctly those price trends. These price trends are influenced by,
among 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 Advisor is able to identify them,
the Partnership expects to increase capital through operations.
Interest income on 80% of the Partnership's average daily equity was
earned on the monthly average 13-week U.S. Treasury Bill yield. Interest income
for the three months ended March 31, 1999, decreased by $140,148 as compared to
the corresponding period in 1998. This decrease is primarily the result of the
effect of redemptions on the Partnership's equity maintained in cash during
1999.
Brokerage commissions are calculated on the adjusted net asset value on
the last day of each month and, therefore, vary according to trading performance
and redemptions. Accordingly, they must be compared in relation to the
fluctuations in the monthly net asset values. Commissions and fees for the three
months ended March 31, 1999 decreased by $24,858 as compared to the
corresponding period in 1998.
11
<PAGE>
Management fees are calculated as a percentage of the Partnership's net
asset value as of the end of each month and are affected by trading performance
and redemptions. Management fees for the three months ended March 31, 1999
decreased by $18,036 as compared to the corresponding period in 1998.
Administrative fees are paid to the General Partner for administering
the business and affairs of the Partnership. These fees are calculated as a
percentage of the Partnership's net asset value as of the end of each month and
are affected by trading performance and redemptions. Administrative fees for the
three months ended March 31, 1999 decreased by $4,509 as compared to the
corresponding period in 1998.
Incentive fees are based on the new trading profits generated by the
Advisor as defined in the advisory agreement between the Partnership, the
General Partner and the Advisor. No incentive fees were earned for the three
months ended March 31, 1999 or 1998.
12
<PAGE>
Item 3. Quantitative and Qualitative Disclosures of Market Risk
The Partnership is a speculative commodity pool. The market sensitive
instruments held by it are acquired for speculative trading purposes, and all or
substantially all of the Partnership's assets are subject to the risk of trading
loss. Unlike an operating company, the risk of market sensitive instruments is
integral, not incidental, to the Partnership's main line of business.
Market movements result in frequent changes in the fair market value
of the Partnership's open positions and, consequently, in its earnings and cash
flow. The Partnership's market risk is influenced by a wide variety of factors,
including the level and volatility of interest rates, exchange rates, equity
price levels, the market value of financial instruments and contracts, the
diversification effects among the Partnership's open positions and the liquidity
of the markets in which it trades.
The Partnership rapidly acquires and liquidates both long and short
positions in a wide range of different markets. Consequently, it is not possible
to predict how a particular future market scenario will affect performance, and
the Partnership's past performance is not necessarily indicative of its future
results.
Value at Risk is a measure of the maximum amount which the Partnership
could reasonably be expected to lose in a given market sector. However, the
inherent uncertainty of the Partnership's speculative trading and the recurrence
in the markets traded by the Partnership of market movements far exceeding
expectations could result in actual trading or non-trading losses far beyond the
indicated Value at Risk or the Partnership's experience to date (i.e., "risk of
ruin"). In light of the foregoing as well as the risks and uncertainties
intrinsic to all future projections, the inclusion of the quantification
included in this section should not be considered to constitute any assurance or
representation that the Partnership's losses in any market sector will be
limited to Value at Risk or by the Partnership's attempts to manage its market
risk.
13
<PAGE>
The following table indicates the trading Value at Risk associated with
the Partnership's open positions by market category as of March 31, 1999. All
open position trading risk exposures of the Partnership have been included in
calculating the figures set forth below. As of March 31, 1999, the Partnership's
total capitalization was $55,373,653. There has been no material change in the
trading Value at Risk information previously disclosed in the Form 10-K for the
year ended December 31, 1998.
<TABLE>
<CAPTION>
March 31, 1999
% of Total
Market Sector Value at Risk Capitalization
<S> <C> <C>
Currencies
- OTC Contracts $184,140 0.33%
Interest rates U.S. 169,449 0.32%
Interest rates Non-U.S 85,500 0.15%
Metals 71,200 0.13%
Indices 157,388 0.28%
-------- ----
Total $667,677 1.21%
======== ====
</TABLE>
14
<PAGE>
PART II OTHER INFORMATION
Item 1. Legal Proceedings
For information concerning a purported class action against numerous
broker-dealers including Salomon Smith Barney, see the description that appears
in the sixth paragraph under the caption Item 3. "Legal Proceedings" on Form
10-K for the year ending December 31, 1998. SSBH has filed a motion to dismiss
the amended complaint.
Item 2. Changes in Securities and Use of Proceeds - 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 - None
(b) Reports on Form 8-K - None
15
<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.
SHEARSON MID-WEST FUTURES FUND
By: Smith Barney Futures Management Inc.
(General Partner)
By: /s/ David J. Vogel
David J. Vogel, President
Date: 5/14/99
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
David J. Vogel, President
Date: 5/14/99
By: /s/ Daniel A. Dantuono
Daniel A. Dantuono
Chief Financial Officer and
Director
Date: 5/14/99
16
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000924875
<NAME> SMITH BARNEY MID-WEST FUTURES FUND L.P.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 54,696,324
<SECURITIES> 1,627,430
<RECEIVABLES> 169,127
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 56,492,881
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 1,119,228
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 55,373,653
<TOTAL-LIABILITY-AND-EQUITY> 56,492,881
<SALES> 0
<TOTAL-REVENUES> (4,430,041)
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 743,541
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (5,173,582)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,173,582)
<EPS-PRIMARY> (224.77)
<EPS-DILUTED> 0
</TABLE>
