SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- 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, 1996 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 2-77668, 2-79486, 2-80288 Commodity Trend Timing Fund II (Exact Name of Registrant as Specified Its Charter) New York 13-3128322 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 67 Mason Street, Greenwich, Connecticut 06830 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code (203) 629-6248 - ------------------------------------------------------------------ Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report 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 __ No /X/ COMMODITY TREND TIMING FUND II FORM 10-Q INDEX Page Number PART I - Financial Information: Item 1. Financial Statements: Statement of Financial Condition at June 30, 1996, and December 31, 1995 ............. 3 Statement of Income and Partners' Equity for the Three and Six Months Ended June 30, 1996 and 1995 .............................. 4 Notes to Financial Statements ....................... 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations .......................................... 7 PART II - Other Information Part I - Financial Information Item 1. Financial Statements COMMODITY TREND TIMING FUND II STATEMENT OF FINANCIAL CONDITION JUNE DECEMBER 30, 1996 31, 1995 ---------- ---------- (Unaudited) ASSETS Equity in commodity futures trading account: Cash and cash equivalents $88,907 $326,100 Net unrealized appreciation on open futures positions 143,220 184,740 Securities on deposit 2,772,000 2,676,723 ---------- ---------- 3,004,127 3,187,563 Interest receivable 241 335 ---------- ---------- 3,004,368 $3,187,898 ---------- ---------- ---------- ---------- LIABILITIES AND PARTNERS' EQUITY Liabilities: Accrued expenses: Management fees $9,931 $10,545 Commissions on open futures positions 16,068 15,600 Other 9,013 8,760 ---------- ---------- 35,012 34,905 ---------- ---------- General Partner's equity 53,590 49,074 Limited Partners' equity 2,915,766 3,103,919 ---------- ---------- 2,969,356 3,152,993 ---------- ---------- $3,004,368 $3,187,898 ---------- ---------- ---------- ---------- See Notes to Financial Statements COMMODITY TREND TIMING FUND II STATEMENT OF INCOME AND PARTNERS' EQUITY (UNAUDITED) THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, 1996 1995 1996 1995 ---------- ---------- ---------- ---------- Income: Net gains (losses) on trading of commodity futures: Realized (gains) losses on closed positions 83,415 ($83,229) 498,753 ($319,708) Change in unrealized gains/losses on open positions (33,861) 67,504 (41,521) 11,431 ---------- ---------- ---------- ---------- 49,554 (15,725) 457,232 (308,277) Less, brokerage commissions and clearing fees (61,840) (31,487) (127,914) (80,904) ---------- ---------- ---------- ---------- Net realized and unrealized gains (losses) (12,286) (47,212) 329,318 (389,181) Interest income 41,654 40,429 79,767 93,711 ---------- ---------- ---------- ---------- 29,368 (6,783) 409,085 (295,470) ---------- ---------- ---------- ---------- Expenses: Management fees 31,914 $35,319 65,757 $64,112 Other 14,100 8,600 19,500 14,955 ---------- ---------- ---------- ---------- 46,014 43,919 85,257 79,067 ---------- ---------- ---------- ---------- Net Income (loss) (16,646) (50,702) 323,828 (374,537) Redemptions (303,136) (454,372) (507,466) (1,007,722) ---------- ---------- ---------- ---------- Net increase (decrease) in Partners' capital (319,782) (505,074) (183,637) (1,382,259) Partners' capital, beginning of period 3,289,138 3,844,639 3,152,993 4,721,824 ---------- ---------- ---------- ---------- Partners' capital, end of period $2,969,356 $3,339,565 $2,969,356 $3,339,565 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Net asset value per unit $950.68 $853.55 $950.68 $853.55 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- See Notes to Financial Statements COMMODITY TREND TIMING FUND II NOTES TO FINANCIAL STATEMENTS June 30, 1996 (Unaudited) General Commodity Trend Timing Fund II (the "Partnership") is a limited partnership which was organized under the laws of the State of New York on May 14, 1982. The Partnership engages in the speculative trading of commodity futures and option contracts, including futures contracts on U.S. Treasury bills and other financial instruments, foreign currencies and stock indices (collectively, "futures"). Chang-Crowell Investment Management Inc. ("CCIM"), the General Partner of the Partnership, acts as the Partnership's trading manager pursuant to a written agreement. As trading manager, CCIM appoints and supervises commodity trading advisors which manage the Partnership's assets ("Advisors"). CCIM selected Marathon Capital Growth Partners L.L.C. ("Marathon"), a registered commodity trading advisor, to manage half of the Partnership's assets commencing June 30, 1995. Marathon was formed in March 1995 by two principals of CCIM and Chang-Crowell Management Corporation ("CCMC"), Messrs. Robert Ecke and Bruce Terry. CCIM selected CCMC, a registered commodity trading advisor and an affiliate of CCIM, to manage the other half of the Partnership's assets commencing June 30, 1995. As of June 30, 1996, Marathon managed approximately 56%, and CCMC managed approximately 44%, of the Partnership's assets. Smith Barney Inc. acts as futures broker for the Partnership. 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 position as of June 30, 1996, and the results of its operations for the three and six months ended June 30, 1996 and 1995. 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 they be read in conjunction with the financial statements and notes thereto which are included in the Partnership's annual report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 1995. Due to the nature of futures 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. Net Asset Value Per Unit Changes in net asset value per unit of limited partnership interest ("Unit") for the three and six months ended June 30, 1996 and 1995, were as follows: THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, 1996 1995 1996 1995 ---------- ---------- ---------- ---------- Net realized and unrealized gains (losses) $(9.12) ($12.22) $81.48 ($80.53) Interest income 30.93 10.12 19.74 21.02 Expenses (34.17) (10.90) (21.10) (18.01) ---------- ---------- ---------- ---------- Increase (decrease) for period (12.36) (13.00) 80.12 (77.52) Net Asset Value per Unit, beginning of period $963.04 $866.55 $870.56 $931.07 ---------- ---------- ---------- ---------- Net Asset Value per Unit, end of period 950.68 $853.55 $950.68 $853.55 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- 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 futures trading account, net unrealized appreciation (depreciation) on open futures contracts and interest receivable. Because of the low margin deposits normally required in 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 second quarter of 1996. The Partnership's equity consists of the capital contributions of the partners as increased or decreased by gains or losses on futures trading, expenses, interest income, redemptions of Units and distributions of profits, if any. For the six months ended June 30, 1996, the Partnership's equity decreased 5.8% from $3,152,993 to $2,969,356. This decrease was attributable to the redemption of 498.39 Units resulting in an outflow of $507,466 which was offset by a net gain from operations of $323,828. Future redemptions can impact the amount of funds available for investments in futures positions in subsequent periods. In addition, the Limited Partnership Agreement of the Partnership requires dissolution of the Partnership in the event the aggregate net assets of the Partnership decreases to less than $1,750,000. Results of Operations During the Partnership's second quarter of 1996, the net asset value per Unit decreased 1.3% from $963.04 to $950.68. During the second quarter of 1995, the net asset value per Unit decreased 1.5%. The Partnership experienced a net trading gain before commissions and expenses in the second quarter of 1996 of approximately $50,000. Metals have been the only real unprofitable sector so far in 1996. Global equities indices are basically unchanged. In January, the strengthening U.S. dollar and european interest rates were responsible for large gains. In April, an extraordinary rally in grains, particularly wheat, was chiefly responsible for the significant gain. Energies and currencies also contributed substantial gains. Futures markets are highly volatile. Broad price fluctuations and rapid inflation increase the risks involved in futures 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 Advisors to identify correctly such price trends. Such 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 price trends exist and the Advisors are able to identify them, the Partnership expects to increase capital through operations. Interest income on 98% of the Partnership's daily average equity was earned on the monthly average 13-week U.S. Treasury bill yield. Interest income for the six and three months ended June 30, 1996, decreased by approximately $14,000 and increased by approximately $1,000, respectively, as compared to the corresponding periods in 1995. The decrease in interest income over the six-month period was largely due to the decrease in assets caused by quarterly redemptions. The increase in interest income over the three-month period reflects the fact that interest income was earned on 98% of the Partnership's daily average equity for the three months ended June 30, 1996, while interest income was earned only on 80% of the Partnership's daily average equity for the three months ended June 30, 1995. Such increase also is due in part to the liquidation of all open futures positions and the suspension of all trading during March 1995 and part of April 1995 at the instructions of the Partnership's former General Partner, Smith Barney Futures Management Inc., while CCIM solicited the Limited Partners to elect it the new General Partner. The 9.21% gain in performance for the six-month period also contributed to such increase. Brokerage commissions are based on the number of trades that the Advisors execute. Commissions and clearing fees for the six and three months ended June 30, 1996, increased by approximately $47,000 and $30,000 as compared to the corresponding periods in 1995. Such increases are primarily the result of the liquidation of all open futures positions and the suspension of all trading during March 1995 and part of April 1995. 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 six and three months ended June 30, 1996, increased by approximately $1,500 and decreased by approximately $3,500 as compared to the corresponding periods in 1995. The six-month period increase is primarily the result of the liquidation of all open futures positions and the suspension of all trading during March 1995 and part of April 1995. The three-month period decrease is primarily the result of the effect of redemptions on equity. 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 None. ITEM 6. (A) EXHIBITS 27.1 Financial Data Schedule for the Six Months Ended June 30, 1996. (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 thereunto duly authorized. COMMODITY TREND TIMING FUND II By: CHANG-CROWELL INVESTMENT MANAGEMENT INC. Its: General Partner By: /s/ Robert Ecke, Managing Director and Treasurer ------------------------------------------------ Robert Ecke, Managing Director and Treasurer Date: 8/14/96 ------- EXHIBIT 27.2 FINANCIAL DATA SCHEDULE FOR THE SIX MONTHS ENDED JUNE 30, 1996 This schedule contains summary financial information extracted from the unaudited financial statements and notes thereto which are included in this quarterly report on Form 10-Q and the audited financial statements and notes thereto which are included in the Partnership's annual report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 1995, and is qualified in its entirety by reference to such financial statements. Item Number Item Description June 30, December 31, - ----------- ---------------- -------- ------------ 1996 1995 ---- ---- 5-02(1) Cash and cash items $88,907 $326,100 5-02(2) Marketable securities/[1] 2,772,000 2,676,723 5-02(3)(a)(1) Notes and accounts receivable - trade 241 335 5-02(4) Allowances for doubtful accounts 0 0 5-02(6) Inventory 0 0 5-02(9) Total current assets/[2] 3,004,368 3,187,898 5-02(13) Property, plant and equipment 0 0 5-02(14) Accumulated depreciation 0 0 5-02(18) Total assets/[3] 3,004,368 3,187,898 5-02(21) Total current liabilities/[4] 35,012 34,905 5-02(22) Bonds, mortgages and similar debt 0 0 5-02(28) Preferred stock - mandatory redemption 0 0 5-02(29) Preferred stock - no mandatory redemption 0 0 5-02(30) Common stock 0 0 5-02(31) Partners' equity/[5] 2,969,356 3,152,993 5-02(32) Total liabilities and partners' equity/[6] $3,004,368 $3,187,898 5-03(b)1(a) Net sales of tangible products $0 $0 5-03(b)1 Total revenues/[7] 536,999 (8,767) 5-03(b)2(a) Cost of tangible goods sold 0 0 5-03(b)2 Total costs and expenses applicable to sales and revenues 0 0 5-03(b)3 Other costs and expenses/[8] (213,171) (304,877) 5-03(b)5 Provision for doubtful accounts and notes 0 0 5-03(b)(8) Interest and amortization of debt discount 0 0 5-03(b)(10) Income before taxes and other items 323,828 (313,644) 5-03(b)(11) Income tax expense 0 0 5-03(b)(14) Income/loss continuing operations 0 0 5-03(b)(15) Discontinued operations 0 0 5-03(b)(17) Extraordinary items 0 0 5-03(b)(18) Cumulative effect - changes in accounting principles 0 0 5-03(b)(19) Net income or loss $323,828 $(313,644) 5-03(b)(20) Increase (decrease) in net asset value per unit $80.12 $(60.51) [1]/See Note 1 to the audited financial statements which are included in the Partnership's annual report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 1995 (the "10-K Financial Statements") for information regarding the valuation of U.S. Treasury securities on deposit. [2]/Includes net unrealized appreciation on open futures positions and interest receivable. See Notes 1, 5, 6 and 7 to the 10-K Financial Statements. [3]/Includes net unrealized appreciation on open futures positions and interest receivable. See Notes 1, 5, 6 and 7 to the 10-K Financial Statements. [4]/Includes management fees, commissions on open futures positions and legal and other expenses. See Note 3 to the 10-K Financial Statements. [5]/See Note 4 to the 10-K Financial Statements. [6]/See Notes 3 and 4 to the 10-K Financial Statements. [7]/Includes realized net trading gains (losses), change in unrealized net trading gains (losses) and interest income. See Note 1 to the 10-K Financial Statements regarding revenue recognition and changes in unrealized gains (losses). See also Notes 5 and 6 to the 10-K Financial Statements. [8]/Includes brokerage commissions, clearing fees, management fees and adminstrative expenses. See Notes 1 and 3 to the 10-K Financial Statements.