SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly report pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 For the quarter period ended March 31, 1997 COMMISSION FILE NUMBER 0-17555 Everest Futures Fund, L.P. (Exact name of registrant as specified in its charter) Iowa 42-1318186 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 508 North Second St., Suite 302, Fairfield, Iowa 52556 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (515) 472-5500 Not Applicable (Former name, former address and former fiscal year, if changed since last report.) 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 Following are Financial Statements for the fiscal quarter ending March 31, 1997 Fiscal Quarter Year to Date Fiscal Year Ended 3/31/97 To 3/31/97 Ended 12/31/96 -------------- -------------- -------------- Statement of Financial Condition X X Statement of Operations X X Statement of Changes in Partners' Capital X Statement of Cash Flows X Notes to Financial Statements X EVEREST FUTURES FUND, LP COMBINED STATEMENTS OF FINANCIAL CONDITION UNAUDITED Mar 31, 1997 Dec 31, 1996 ------------- ------------- ASSETS Cash and cash equivalents 17,658,000 8,832,835 Equity in commodity trading accounts: Net unrealized trading gains on open contracts 116,055 172,918 Amount Due from broker 2,619,802 3,414,868 Interest receivable 80,653 57,780 ------------- ------------- Total assets 20,474,511 12,478,401 ============= ============= LIABILITIES AND PARTNERS' CAPITAL Liabilities: Accrued expenses 7,295 17,922 Commissions payable 74,735 47,977 Advisor's management fee payable 54,343 38,578 Advisor's incentive fee payable 0 325,736 Redemptions payable 63,634 9,966 Deferred Partnership offering proceeds 0 825,703 Selling and Offering Expenses Payable 95,028 0 ------------- ------------- Total liabilities 295,035 1,265,882 Minority Interest 226,582 127,625 Partners' Capital: Limited partners (10,785.98 and 6,018.75 units 19,754,141 10,973,945 outstanding at 3/31/97 and 12/31/96, respectively) (see Note 1) General partners (108.52 units and 60.85 units 198,753 110,949 outstanding at 3/31/97 and 12/31/96, respectively) (see Note 1) ------------- ------------- Total partners' capital 19,952,894 11,084,894 ------------- ------------- Total liabilities, minority interest, and partners' capital $20,474,511 $12,478,401 ============= ============= Net asset value per outstanding unit of Partnership interest $1,831.46 $1,823.29 ============= ============= In the opinion of management, these statements reflect all adjustments necessary to fairly state the financial condition of Everest Futures Fund EVEREST FUTURES FUND, L.P. COMBINED STATEMENTS OF OPERATIONS UNAUDITED (QTD) (YTD) (QTD) (YTD) Jan 1, 1997 Jan 1, 1997 Jan 1, 1996 Jan 1, 1996 through through through through Mar 31, 1997 Mar 31, 1997 Mar 31, 1996 Mar 31, 1996 ------------- ------------- ------------- ------------- REVENUES Gains on trading of commodity futures N/A N/A and forwards contracts, physical commodities and related options: Realized gain (loss) on closed positions 291,376 291,376 Change in unrealized gain (loss) on open positions (55,681) (55,681) Net foreign currency translation gain (loss) (74,572) (74,572) Brokerage Commissions (211,224) (211,224) ------------- ------------- Total trading income (loss) (50,100) (50,100) Interest income, net of cash management fees 176,515 176,515 ------------- ------------- Total income (loss) 126,415 126,415 General and administrative expenses Advisor's management fees 141,461 141,461 Advisor's incentive fees 146 146 Administrative expenses 15,024 15,024 ------------- ------------- Total general and administrative expenses 156,630 156,630 Minority Interest 0 0 ------------- ------------- Net income (loss) (30,215) (30,215) ============= ============= PROFIT (LOSS) PER UNIT OF PARTNERSHIP INTEREST $8.17 $8.17 ============= ============= (see Note 1) (see Note 1) This Statement of Operations, in the opinion of management, reflects all adjustments EVEREST FUTURES FUND, LP COMBINED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL For the period January 1, 1997 through March 31, 1997 Limited General Units* Partners Partners Total ------------- ------------- ------------- ------------- Partners' capital at Jan 1, 1997 6,018.75 $10,973,945 $110,949 $11,084,894 Net profit (loss) (29,922) (293) (30,215) Additional Units Sold 4,831.23 8,928,708 88,097 9,016,805 (see Note 1) Redemptions (see Note 1) (63.99) (118,591) 0 (118,591) ------------- ------------- ------------- ------------- Partners' capital at March 31, 1997 10,785.98 $19,754,141 $198,753 $19,952,894 ============= ============= ============= ============= Net asset value per unit January 1, 1997(see Note 1) 1,823.29 1,823.29 Net profit (loss) per unit (see Note 1) 8.17 8.17 ------------- ------------- Net asset value per unit March 31, 1997 $1,831.46 $1,831.46 * Units of Limited Partnership interest. EVEREST FUTURES FUND, LP COMBINED STATEMENTS OF CASH FLOWS UNAUDITED Jan 1, 1997 through Mar 31, 1997 ------------- Net profit (loss) ($30,215) Adjustments to reconcile net profit (loss) to net cash provided by (used in) operating activities: Change in assets and liabilities: Unrealized gain (loss) on open futures contracts 56,863 Interest receivable (22,873) Decrease in equity in commodity trading accounts 795,066 Accrued liabilities (293,840) Redemptions payable 53,668 Deferred Offering Proceeds (825,703) Selling and Offering Expenses Payable 95,028 Increase in minority interest 98,957 ------------- Net cash provided by (used in) operating activities (73,049) Cash flows from financing activities: Units Sold 9,016,805 Partner redemptions (118,591) ------------- Net cash provided by (used in) financing activities 8,898,214 ------------- Net increase (decrease) in cash 8,825,165 Cash at beginning of period 8,832,835 ------------- Cash at end of period $17,658,000 ============= EVEREST FUTURES FUND, L.P. NOTES TO FINANCIAL STATEMENTS March 31, 1997 (1) GENERAL INFORMATION AND SUMMARY Everest Futures Fund, L.P. (the "Partnership") is a limited partnership organized on June 20, 1988 under the Iowa Uniform Limited Partnership Act. The business of the Partnership is the speculative trading of commodity futures contracts and other commodity interests, including forward contracts on foreign currencies ("Commodity Interests") either directly or through investing in other, including subsidiary, partnerships, funds or other limited liability entities. The Partnership commenced its trading operations on February 1, 1989 and its General Partner is Everest Asset Management, Inc. (the "General Partner") a Delaware corporation organized in December, 1987. The Partnership was initially organized on June 20, 1988 under the name Everest Energy Futures Fund, L.P. and its initial business was the speculative trading of Commodity Interests, with a particular emphasis on the trading of energy-related commodity interests. However, effective September 12, 1991, the Partnership changed its name to "Everest Futures Fund, L.P." and at the same time eliminated its energy concentration trading policy. The Partnership thereafter has traded futures contracts and options on futures contracts on a diversified portfolio of financial instruments and precious metals and trades forward contracts on currencies. The public offering of the Partnership's Units of limited partnership interests ("Units") commenced on or about December 6, 1988. On February 1, 1989, the initial offering period for the Partnership was terminated, by which time the Net Asset Value of the Partnership was $2,140,315.74. Beginning February 2, 1989, an extended offering period commenced which terminated on July 31, 1989, by which time a total of 5,065.681 Units of Limited Partnership Interest were sold. Effective May, 1995 the Partnership ceased to report as a public offering. On July 1, 1995 the Partnership recommended the offering of its Units as a Regulation D, Rule 506 private placement, which continues to the present with a total of $18,549,301 for 11,289.15 Units sold July 1, 1995 through March 31, 1997. On February 29, 1996, the Partnership amended its Agreement of Limited Partnership permitting the Partnership to conduct its trading business by investing in other partnerships and funds and in subsidiary partnerships or other limited liability entities. Effective close of business on March 29, 1996 the Partnership invested all of its assets in another limited partnership, the Everest Futures Fund II L.P. ("Everest II"), a Delaware limited partnership in which the Partnership is the sole limited partner. As a result, the Partnership does not currently invest directly in Commodity Interests. Instead, the Partnership transferred all of its assets to Everest II in return for its Everest II limited partnership interest. Everest II invests directly in Commodity Interests through John W. Henry & Co. Inc. ("JWH"), an independent commodity trading advisor which had hitherto been the advisor to the Partnership. Everest II has two general partners, Everest Asset Management, Inc. - the current General Partner of the Partnership, and CIS Investments, Inc. ("CISI"), which is a wholly-owned subsidiary of Cargill Investor Services, Inc., the former clearing broker of the Partnership and now the Clearing Broker for Everest II. CIS Financial Services, Inc., an affiliate of the Commodity Broker, acts as the Partnership's currency dealer. CISI and the General Partner are registered with the CFTC as commodity pool operators and are members of the NFA in such capacity. On September 13, 1996 the Commission accepted for filing a Form 10 - Registration of Securities for the Partnership, and public reporting of Units of the Partnership sold as a private placement commenced at that time and has continued to the present. Upon ten days written notice, a Limited Partner may require the Partnership to redeem all or part of his Units effective as of the close of business (as determined by the General Partner) on the last day of any month at the Net Asset Value thereof on such date. Notwithstanding the above, pursuant to the Amended and Restated Agreement of Limited Partnership, the General Partner may, in its sole discretion, and on ten days' notice, require a Limited Partner to redeem all or part of his Units in the Partnership as of the end of any month. There are no additional charges to the Limited Partner at redemption. The Partnership's Amended and Restated Agreement of Limited Partnership contains a full description of redemption and distribution procedures. The Partnership may redeem its sole limited partnership interest in Everest II effective as of the end of one business day after such redemption request has been made. Everest II's Limited Partnership Agreement contains a full description of that partnership's redemption and distribution procedures. Since commencing trading operations, the Partnership has engaged in the speculative trading of Commodity Interests and will continue to do so until its dissolution and liquidation, which will occur on the earlier of December 31, 2020 or the occurrence of any of the events set forth in Paragraph 4(a) of the Agreement of Limited Partnership. Such events are (i) an election to dissolve the Partnership made by over 50% of the Limited Partnership Units at least 90 days prior to dissolution, (ii) withdrawal, insolvency, or dissolution of the General Partner (unless a new general partner is substituted), (iii) decline in the Net Asset Value of the Partnership at the close of any business day to less than $300,000, or (iv) any event which will make it unlawful for the existence of the Partnership to be continued or requiring termination of the Partnership. The termination of Everest II shall occur on the first to occur of the following:(i) December 31, 2025; (ii) withdrawal, insolvency or dissolution of a General Partner or any other event that causes a General Partner to cease to be a general partner unless (a) at the time of such event there is at least one remaining general partner of Everest II to carry on the business of Everest II, or (b) within ninety (90) days after such event, all partners agree in writing to continue the business of Everest II and to the appointment of one or more managing general partners of Everest II, or any event which will make it unlawful for the existence of Everest II to continue. (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accounting and reporting policies of the Partnership conform to generally accepted accounting principles and to general practices within the commodities industry. The following is a description of the more significant of those policies which the Partnership follows in preparing its financial statements. All references to the "Partnership" herein shall mean Everest Futures Fund, L.P. or its affiliate, Everest Futures Fund II, L.P. as the context requires. Financial Accounting Standards Board ("FASB") Interpretation No. 39 Reporting Reporting in accordance with FASB Interpretation No. 39 ("FIN 39") is not applicable to the Partnership and the provisions of FIN 39 do not have any effect on the Partnership's financial statements. Revenue Recognition Commodity futures contracts, forward contracts, physical commodities and related options are recorded on the trade date. All such transactions are reported on an identified cost basis. Realized gains and losses are determined by comparing the purchase price to the sales price when the trades are offset. Unrealized gains and losses reflected in the statements of financial condition represent the difference between original contract amount and market value (as determined by exchange settlement prices for futures contracts and related options and cash dealer prices at a predetermined time for forward contracts, physical commodities and their related options) as of the last business day of the quarter end. The Partnership earns interest on 100 percent of the Partnership's average monthly cash balance on deposit with the Clearing Broker equal to between 20% and 50% of the Partnership assets at a rate equal to the average 90-day Treasury bill rate for U.S. Treasury bills issued during that month. The balance of the Partnership's assets are held in an account at Citibank, N.A. invested in a range of government securities, Eurodollar, CD's, commercial paper, at the discretion of Horizon Cash Management, LLC, an investment advisor. Commissions The Partnership pays the Clearing Broker brokerage commissions equal to 0.5% of Partnership Beginning Net Asset Value each month. This amounts to approximately 6% annually of the Partnership's average Net Asset Value (NAV). Of this amount, the General Partner will receive approximately 83% of the fees paid equal to approximately 5% of the Partnership's average NAV. The General Partnership pays CISI a monthly co-general partner fee of 1/12 of 0.40% of the month-end NAV of Everest II. Foreign Currency Transactions Trading accounts on foreign currency denominations are susceptible to both movements on underlying contract markets as well as fluctuation in currency rates. Foreign currencies are translated into U.S. dollars for closed positions at an average exchange rate for the quarter while quarter-end balances are translated at the quarter-end currency rates. The impact of the translation is reflected in the statement of operations. Statements of Cash Flows For purposes of the statements of cash flows, cash represents cash on deposit in the Partnership's bank accounts and at Horizon Cash Management LLC. (3) FEES Management fees are accrued and paid monthly, incentive fees are accrued monthly and paid quarterly and General Partners' administrative fees are paid annually and amortized monthly. Trading decisions for the period of these financial statements were made by John W. Henry & Company, Inc. ("JWH"), the Partnership's Commodity Trading Advisor ("CTA"). Pursuant to an agreement between the Partnership and JWH, JWH receives 0.33% of the month-end net asset value of the Partnership under its management. The Partnership pays JWH a quarterly incentive fee of 15% of trading profits achieved on the NAV of the Partnership allocated by the General Partners to such Advisor's management. The Partnership pays an annual administrative fee of $24,000 to CISI. (4) INCOME TAXES No provision for Federal Income Taxes has been made in the accompanying financial statements as each partner is responsible for reporting income (loss) based on the pro rata share of the profits or losses of the Partnership. (5) FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK The Partnership was formed to speculatively trade Commodity Interests. It has commodity transactions and cash on deposit at its Clearing Broker. In the event that volatility of trading of other customers of the Clearing Broker impaired the ability of the Clearing Broker to satisfy its obligations to the Partnership, the Partnership would be exposed to off-balance sheet risk. Such risk is defined in Statement of Financial Accounting Standards No. 105 ("SFAS 105") as a credit risk. To mitigate this risk, the Clearing Broker, pursuant to the mandates of the Commodity Exchange Act, is required to maintain funds deposited by customers relating to futures contracts in regulated commodities in separate bank accounts which are designated as segregated customers' accounts. In addition, the Clearing Broker has set aside funds deposited by customers relating to foreign futures and options in separate bank accounts which are designated as customer secured accounts. Lastly, the Clearing Broker is subject to the Securities and Exchange Commission's Uniform Net Capital Rule which requires the maintenance of minimum net capital of at least 4% of the funds required to be segregated pursuant to the Commodity Exchange Act. The Clearing Broker has controls in place to make certain that all customers maintain adequate margin deposits for the positions which they maintain at the Clearing Broker. Such procedures should protect the Partnership from the off-balance sheet risk as mentioned earlier. The Clearing Broker does not engage in proprietary trading and thus has no direct market exposure. The counterparty of the Partnership for futures contracts traded in the United States and most non-U.S. exchanges on which the Partnership trades is the Clearing House associated with the exchange. In general, Clearing Houses are backed by the membership and will act in the event of non-performance by one of its members or one of the members' customers and as such should significantly reduce this credit risk. In the cases where the Partnership trades on exchanges on which the Clearing House is not backed by the membership, the sole recourse of the Partnership for nonperformance will be the Clearing House. The Partnership holds futures and futures options positions on the various exchanges throughout the world. The Partnership does not trade over the counter contracts. As defined by SFAS 105, futures positions are classified as financial instruments. SFAS 105 requires that the Partnership disclose the market risk of loss from all of its financial instruments. Market risk is defined as the possibility that future changes in market prices may make a financial instrument less valuable or more onerous. If the markets should move against all of the futures positions held by the Partnership at the same time, and if the markets moved such that the CTA was unable to offset the futures positions of the Partnership, the Partnership could lose all of its assets and the partners would realize a 100% loss. The Partnership has a contract with one CTA who makes all of the trading decisions. The CTA trades a program diversified among the various futures contracts in the financials and metals group. The CTA trades on U.S. and non-U.S. exchanges. Cash was on deposit with the Clearing Broker in each time period of the financial statements which exceeded the cash requirements of the Commodity Interests of the Partnership. The following chart discloses the dollar amount of the unrealized gain or loss on open contracts related to exchange traded contracts for the Partnership as of March 31, 1997: COMMODITY GROUP UNREALIZED GAIN/(LOSS) FOREIGN CURRENCIES (92,310) STOCK INDICES 0.00 ENERGIES 0.00 METALS (38,525) INTEREST RATE INSTRUMENTS 246,890 TOTAL 116,055 The range of maturity dates of these exchange traded open contracts is April of 1997 to March of 1998. The average open trade equity for the period of January 1, 1997 to March 31, 1997 was $405,474. The margin requirement at March 31, 1997 was $887,925. To meet this requirement, the Partnership had on deposit with the Clearing Broker $442,523 in segregated funds and $558,902 in secured funds. (6) FINANCIAL STATEMENT PREPARATION The interim financial statements are unaudited but reflect all adjustments that are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. These adjustments consist primarily of normal recurring accruals. The results of operations for interim periods are not necessarily indicative of the operating results to be expected for the fiscal year. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation Fiscal Quarter ended March 31, 1997 The Partnership recorded a loss of $30,215 but a gain of $8.17 per Unit for the first quarter of 1997. During the first month of the quarter, the Partnership experienced gains primarily as a result of profits in foreign exchange rates, while during the next two months losses were recorded due in part to the direction of U.S interest rates. Overall, the first quarter of fiscal 1997 ended negatively for the Partnership's accounts managed by John W. Henry & Company, Inc. In January, the U.S. dollar continued to dominate world currencies, reflecting both sound economic fundamentals and a policy, shared by both the U.S. central bank and Treasury administration officials, in support of a strong dollar. The Japanese yen suffered from problems in the Japanese banking sector. Rising unemployment and weak economic numbers in Germany once again drove the German mark down against the U.S. dollar. Trading in the British pound grew increasingly volatile as prospects for an interest rate increase in Britain weakened. Gold prices reached a three year low at mid-month. The Partnership recorded a profit of $462,923 or $70.99 per Unit in January. In February, the U.S. dollar reached new highs against the German mark, Japanese yen and Swiss franc. The Federal Reserve chairman hinted of a possible hike in interest rates which sent the dollar soaring. Volatility in global interest rate markets continued to be fueled by speculation on the direction of interest rates. Early in the month, central banks in Germany, England and the U.S announced their decisions to keep rates stable. In commodity markets, gold prices rose as demand was rekindled by the lowest spot prices since 1993. In agricultural markets, a two-month bull trend in coffee prices continued as unfavorable weather and labor strife in South America threatened supply. The Partnership recorded a loss of $334,934 or $44.81 per Unit in February. In March, speculation over the direction of U.S. interest rates unsettled financial markets around the world. Rising U.S. interest rates, unease over first quarter corporate earnings and lofty stock evaluations resulted in turmoil in U.S equity markets. In Europe, renewed speculation about a delay in the European Union's plans for economic and monetary union pushed the German mark higher against the U.S. dollar. Agricultural markets recorded profits resulting from persistent supply concerns. The Partnership recorded a loss of $158,204 or $18.01 per Unit in March. During the quarter, additional units sold consisted of 4,831.23 limited partnership units and 47.67 general partner units. Additional units sold during the quarter represented a total of $9,016,805. Investors redeemed a total of 63.99 Units during the quarter. At the end of the quarter there were 10,894.50 Units outstanding (including 108.52 Units owned by the General Partners). During the fiscal quarter ended March 31, 1997, the Partnership had no material credit exposure to a counterparty which is a foreign commodities exchange. The Partnership currently only trades on recognized global futures exchanges. In the event the Partnership begins trading over the counter contracts, any credit exposure to a counterparty which exceeds 10% of the Partnership's total assets will be disclosed. See Footnote 5 of the Financial Statements for procedures established by the General Partners to monitor and minimize market and credit risks for the Partnership. In addition to the procedures set out in Footnote 5, the General Partners review on a daily basis reports of the Partnership's performance, including monitoring of the daily net asset value of the Partnership. The General Partners also review the financial situation of the Partnership's Clearing Broker on a monthly basis. The General Partners rely on the policies of the Clearing Broker to monitor specific credit risks. The Clearing Broker does not engage in proprietary trading and thus has no direct market exposure which provides the General Partners assurance that the Partnership will not suffer trading losses through the Clearing Broker. Part II. OTHER INFORMATION Item 1 Legal Proceedings The Partnership and its affiliates are from time to time parties to various legal actions arising in the normal course of business. The General Partner believes that there is no proceeding threatened or pending against the Partnership or any of its affiliates which, if determined adversely, would have a material adverse effect on the financial condition or results of operations of the Partnership. 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. Exhibits and Reports on Form 8-K a) Exhibits None b) Reports on Form 8-K None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned and thereunto duly authorized. EVEREST FUTURES FUND, L.P. Date: May 14, 1997 By: Everest Asset Management,Inc. its General Partner By: /s/ Peter Lamoureux Peter Lamoureux President