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, 2001
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.)
5916 N. 300 West, Fremont, IN 46737
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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, 2001, six months ended June 30, 2001, and audited results for
the calendar year 2000 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 Limited Partnership Agreement, engage in the business of
speculative trading of commodity futures and options markets through the
services of its commodity trading advisor, Clarke Capital Management, Inc.
The Units are sold through the broker dealer selected by the General Partner,
Futures Investment Company, 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.
On May 1, 2001, the Registrant filed a Securities and Exchange Commission
Form S-1 to seek registration of an additional $8,000,000, for a total of
$15,000,000, in Units to be sold. On August 10, 2001, the Registration
Statement for the additional $8,000,000 became effective. The prospectus
contained in the Form S-1 will be dated August 10, 2001 and will be used by
the Registrant to continue to offer Units for sale to the public until the
total amount of registered securities, $15,000,000, is sold or the offering
terminates.
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, 2001, 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: 8/14/01
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
FOR THE THREE AND SIX MONTHS ENDED
JUNE 30, 2001 (Unaudited)
AND THE YEAR ENDED DECEMBER 31, 2000
(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, 2000, 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, 2000, 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: February 15, 2001 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, 2001 AND DECEMBER 31, 2000
ASSETS
2001
(Unaudited) 2000
Cash (Note 7) $ 38,770 $ 560
United States Treasury Obligations ( Note 6) 3,469,743 3,199,558
Accrued interest receivable 18,017 36,401
Due from limited partners 86,861 142,503
Prepaid expense 87
Equity in Commodity Futures Trading Accounts -
Cash (Note 6) 1,450,687 1,187,154
Net unrealized gain on open commodity futures
contracts (Note 8) 336,597 1,375,352
$5,400,762 $5,941,528
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES
Accrued trading commissions payable $ $ 14,268
Accrued management fees payable 9,101 7,672
Accrued incentive fees payable 318,405
Accrued accounting and auditing fees payable 2,175 4,193
Sales commissions payable 8,509 11,617
Partner redemption payable 76,682 27,591
Total Liabilities 96,467 383,746
PARTNERS' CAPITAL
Limited partners - (4,740.34 and 4,434.40 units) 5,304,295 5,557,782
General partner - (0 units)
Total Partners' Capital 5,304,295 5,557,782
$5,400,762 $5,941,528
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, 2001
AND THE YEAR ENDED DECEMBER 31, 2000
Three Months Six Months
Ended Ended
Jun 30, 2000 Jun 30, 2000 2000
(Unaudited) (Unaudited) (audited)
REVENUES
Realized gain (loss) from trading in
futures $(129,342) $637,984 $ 356,986
Realized gain (loss) on exchange rate
fluctuation (6,106) (10,754) 1,600
Changes in unrealized gains (losses)
on open commodity futures contracts (120,231) (1,038,755) 1,371,772
Interest income 48,893 111,437 162,762
Redemption penalty 620 1,724 9,567
Total Revenues (206,166) (298,364) 1,902,687
EXPENSES
Commissions 107,189 214,016 171,976
Management fees 27,398 54,243 104,921
Incentive fees 390,501
Professional accounting and legal fees 11,630 33,855 39,496
Other operating and administrative
expenses 336 2,082 5,456
Total Expenses 146,553 304,196 712,350
NET INCOME (LOSS) $(352,719) $(602,560) $1,190,337
NET INCOME (LOSS) -
Limited partnership unit $ (74.87) $ (129.85) $ 361.85
General partnership unit $- $- $ 97.04
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, 2001
(Unaudited)
LIMITED PARTNERS GENERAL PARTNERS TOTAL PARTNERS' EQUITY
Amount Units Amount Units Amount Units
Balance -
April 1, 2001 $5,608,871 4,697.22 $ $5,608,871 4,697.22
Addition of
165.921 units 192,200 165.92 192,200 165.92
Withdrawal of
122.8 units (138,707) (122.80) (138,707) (122.80)
Syndication
costs paid (5,350) (5,350)
Net loss (352,719) (352,719)
Balance -
June 30, 2001 $5,304,295 4,740.34 $ $5,304,295 4,740.34
Value per unit $1,118.97
Total partnership units 4,740.34
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, 2001 (Unaudited) AND THE
YEAR ENDED DECEMBER 31, 2000
LIMITED PARTNERS GENERAL PARTNERS TOTAL PARTNERS' EQUITY
Amount Units Amount Units Amount Units
Balance -
Dec 31, 1999 $1,659,249 1,738.59 $ 50,243 52.64 $1,709,492 1,791.23
Addition of
3092.404 units 3,138,897 1,738.59 3,092.41 3,138,897 3,092.41
Syndication
costs paid (16,864) (16,864)
Withdrawal-
of 449.237 units (409,154) (396.60) (54,926) (52.64) (464,080) (449.24)
Net income 1,185,654 4,683 1,190,337
Balance -
Dec 31, 2000 5,557,782 4,434.40 5,557,782 4,434.40
Addition of 428.743
units (Unaudited) 500,598 428.74 500,598 428.74
Withdrawal of 122.8
units (Unaudited) (138,707) (122.80) (138,707) (122.80)
Syndication costs
paid (Unaudited) (12,818) (12,818)
Net loss
(Unaudited) (602,560) (602,560)
Balance -
June 30, 2001
(Unaudited) $5,304,295 4,740.34 $ $5,304,295 4,740.34
2001
(Unaudited) 2000
Value per unit $1,118.97 $1,253.33
Total partnership units 4,740.34 4,434.40
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, 2001
AND THE YEAR ENDED DECEMBER 31, 2000
Three Months Six Months
Ended Ended
Jun 30, 2000 Jun 30, 2000 2000
(Unaudited) (Unaudited) (audited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(352,719) $ (602,560) $1,190,337
Adjustments to reconcile net income
(loss) to net cash used in operating
activities -
Changes in operating assets and
liabilities -
Equity in Commodity Futures
Trading Accounts 296,447 775,222 (1,768,461)
Accrued interest receivable 8,498 18,384 (29,904)
U.S. Treasury Obligations (12,652) (270,185) (2,508,449)
Prepaid expense (87) (87)
Accrued commissions payable 163 (17,376) 3,864
Management and incentive fees payable 450 (316,976) 312,002
Accounting and auditing fees payable (235) (2,018) 2,716
Partner redemption payable 27,591
Net Cash Used In
Operating Activities (60,135) (415,596) (2,770,304)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of units, net
of sales commissions 192,200 500,598 3,138,897
Syndication and registration costs (5,350) (12,818) (16,864)
Proceeds due from limited partners (61,680) 55,642 50,162
Cash partner redemptions (62,025) (89,616) (464,080)
Net Cash Provided By
Financing Activities 63,145 453,806 2,708,115
NET INCREASE (DECREASE) IN CASH 3,010 38,210 (62,189)
CASH
Beginning of period 35,760 560 62,749
End of period $ 38,770 $ 38,770 $ 560
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, 2001 (UNAUDITED) AND DECEMBER 31, 2000
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, 2001 and
the year ended December 31, 2000.
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2001 (UNAUDITED) AND DECEMBER 31, 2000
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.
In addition, the general partners held a financial interest in the
partnership until June 30, 2000, at which time the investment was redeemed.
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, 2001 (UNAUDITED) AND DECEMBER 31, 2000
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 1% of equity to the Fund's
General Partner. Effective November 1, 2000, the management fee allocated to
each CTA was decreased to 0% (annual rate) and the management fee allocated
to the Fund's General Partner was increased to 2% (annual rate) of the Fund's
net assets.
An incentive fee of 20% 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. Effective November 1, 2000, the incentive
fee increased to 25% of "new trading profits."
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, 2001 (UNAUDITED) AND DECEMBER 31, 2000
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 the respective balance sheet dates. Open commodity contracts
had gross contract value of $3,110,909 on long positions and $21,571,400 on
short positions at June 31, 2001. Open commodity contracts had gross
contract value of $81,103,765 on long positions and $7,068,373 on short
positions at December 31, 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, 2001 and December 31 was $336,597 and $1,375,352, respectively.