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 quarterly period ended September 30, 1999 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 September 30, 1999 Fiscal Quarter Year to Date Fiscal Year Fiscal Quarter Year to Date Ended 9/30/99 to 9/30/99 Ended 12/31/98 Ended 9/30/98 to 9/30/98 -------------- ------------ -------------- -------------- ------------ Statement of Financial Condition X X Statement of Operations X X X X Statement of Changes in Partners' Capital X Statement of Cash Flows X X Notes to Financial Statements X EVEREST FUTURES FUND, LP COMBINED STATEMENTS OF FINANCIAL CONDITION UNAUDITED Sep 30, 1999 Dec 31, 1998 ------------ ------------ ASSETS Cash and cash equivalents 36,455,940 46,220,386 Equity in commodity trading accounts: Amount Due from broker 13,933,653 4,919,607 Net unrealized trading gains on open contracts (1,354,339) 5,802,585 Interest receivable 406,797 277,999 ------------ ------------ TOTAL ASSETS 49,442,051 57,220,577 ------------ ------------ ------------ ------------ LIABILITIES AND PARTNERS' CAPITAL Liabilities: Accrued expenses 24,750 27,364 Commissions payable 222,366 225,131 Advisor's management fee payable 162,881 188,693 Advisor's incentive fee payable 0 0 Redemptions payable 870,502 1,024,873 Deferred Partnership offering proceeds 0 0 Selling and Offering Expenses Payable 8,302 0 ------------ ------------ Total liabilities 1,288,802 1,466,061 Minority Interest 517,186 556,759 Partners' Capital: Limited partners (23,566.17 and 25,378.05 units 47,238,190 54,769,377 outstanding at 9/30/99 and 12/31/98, respectively) (see Note 1) General partners (198.49 units and 198.49 units 397,873 428,380 ------------ ------------ outstanding at 9/30/99 and 12/31/98, respectively) (see Note 1) Total partners' capital 47,636,063 55,197,757 ------------ ------------ TOTAL LIABILITIES, MINORITY INTEREST, AND PARTNERS' CAPITAL $ 49,442,051 $ 57,220,577 ------------ ------------ ------------ ------------ Net asset value per outstanding unit of Partnership interest $ 2,004.49 $ 2,158.14 ------------ ------------ ------------ ------------ This Statement of Financial Condition, in the opinion of management, reflects all adjustments necessary to fairly state the financial condition of Everest Futures Fund. (See Note 6) EVEREST FUTURES FUND, L.P. COMBINED STATEMENTS OF OPERATIONS FOR THE PERIOD JANUARY 1, 1999 THROUGH SEPTEMBER 30, 1999 UNAUDITED JUL 1, 1999 JAN 1, 1999 JUL 1, 1998 JAN 1, 1998 THROUGH THROUGH THROUGH THROUGH SEP 30, 1999 SEP 30, 1999 SEP 30, 1998 SEP 30, 1998 -------------- ------------- ------------ ------------ REVENUES Gains on trading of commodity futures and forwards contracts, physical commodities and related options: Realized gain (loss) on closed positions (62,611) 5,440,850 264,024 (3,253,535) Change in unrealized gain (loss) on open positions (6,169,002) (7,079,674) 15,053,132 11,538,732 Net foreign currency translation gain (loss) 66,909 (1,768) (15,801) (170,932) Brokerage Commissions (799,610) (2,344,513) (663,098) (1,870,637) -------------- ------------- ------------ ------------ Total trading income (loss) (6,964,315) (3,985,104) 14,638,257 6,243,629 Interest income, net of cash management fees 674,916 1,857,680 639,049 1,693,603 -------------- ------------- ------------ ------------ Total income (loss) (6,289,399) (2,127,425) 15,277,306 7,937,232 GENERAL AND ADMINISTRATIVE EXPENSES Advisor's management fees 512,059 1,555,734 492,948 1,273,395 Advisor's incentive fees 0 0 745,531 745,531 Administrative expenses 13,981 65,857 (129,248) (148,673) -------------- ------------- ------------ ------------ Total general and administrative expenses 526,040 1,621,590 1,109,230 1,870,252 Minority Interest 0 0 (143,987) (59,739) -------------- ------------- ------------ ------------ NET INCOME (LOSS) (6,815,439) (3,749,015) 14,024,089 6,007,241 -------------- ------------- ------------ ------------ -------------- ------------- ------------ ------------ PROFIT (LOSS) PER UNIT OF PARTNERSHIP INTEREST ($ 284.10) ($ 153.65) $ 557.71 $ 181.78 -------------- ------------- ------------ ------------ -------------- ------------- ------------ ------------ (see Note 1) (see Note 1) This Statement of Operations, in the opinion of management, reflects all adjustments necessary to fairly state the financial condition of Everest Futures Fund. (See Note 6) EVEREST FUTURES FUND, LP COMBINED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL FOR THE PERIOD JANUARY 1, 1999 THROUGH SEPTEMBER 30, 1999 UNAUDITED LIMITED GENERAL UNITS* PARTNERS PARTNERS TOTAL ----------- ------------ ------------- ------------- Partners' capital at Jan 1, 1999 25,378.05 54,769,377 $ 428,380 $ 55,197,757 Net profit (loss) (3,718,509) (30,507) (3,749,015) Additional Units Sold 1,563.10 3,283,255 0 3,283,255 (see Note 1) Redemptions (see Note 1) (3,374.97) (7,095,933) 0 (7,095,933) ----------- ------------ ------------- ------------- Partners' capital at September 30, 1999 23,566.18 $ 47,238,190 $ 397,873 $ 47,636,063 ----------- ------------ ------------- ------------- ----------- ------------ ------------- ------------- Net asset value per unit January 1, 1999(see Note 1) 2,158.14 2,158.14 Net profit (loss) per unit (see Note 1) (153.65) (153.65) ------------ ------------- Net asset value per unit September 30, 1999 $ 2,004.49 $ 2,004.49 * Units of Limited Partnership interest This Statement of Changes in Partners' Capital, in the opinion of management, reflects all adjustments necessary to fairly state the financial condition of Everest Futures Fund (See Note 6) EVEREST FUTURES FUND, LP COMBINED STATEMENTS OF CASH FLOWS UNAUDITED JAN 1, 1999 JAN 1, 1998 THROUGH THROUGH SEP 30, 1999 SEP 30, 1998 --------------- ------------ Net profit (loss) (3,749,015) (8,016,849) 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 7,156,924 3,550,344 Interest receivable (128,798) (29,596) Decrease (Increase) in commodity trading accounts (9,014,046) (4,981,281) Accrued liabilities (31,190) (387,408) Redemptions payable (154,371) 254,219 Deferred Offering Proceeds 0 (633,394) Selling and Offering Expenses Payable 8,302 (2,591) Increase in minority interest (39,573) 45,752 --------------- ------------ Net cash provided by (used in) operating activities (5,951,768) (10,200,804) Cash flows from financing activities: Units Sold 3,283,255 15,615,013 Partner redemptions (7,095,933) (3,393,475) --------------- ------------ Net cash provided by (used in) financing activities (3,812,678) 12,221,538 --------------- ------------ Net increase (decrease) in cash (9,764,446) 2,020,734 Cash at beginning of period $ 46,220,386 31,204,067 --------------- ------------ Cash at end of period $ 36,455,940 $33,224,801 --------------- ------------ --------------- ------------ This Statement of Cash Flows, in the opinion of management, reflects all adjustments necessary to fairly state the financial condition of Everest Futures Fund. (See Note 6) EVEREST FUTURES FUND, L.P. NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 1999 (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 interest ("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 recommenced the offering of its Units as a Regulation D, Rule 506 private placement, which continues to the present with a total of $56,302,340.30 for 31,293.67 Units sold July 1, 1995 through September 30, 1999. 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 the close of business on March 29, 1996, the Partnership invested all of its assets in another limited partnership, Everest Futures Fund II L.P. ("Everest II" or the "Trading Partnership"), 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 & Company, 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 (the "Clearing Broker"). CIS Financial Services, Inc. ("CISFS"), an affiliate of the Clearing Broker, acts as the Partnership's currency dealer. CISI and the General Partner are both registered with the CFTC as commodity pool operators and are members of the NFA in such capacity. On September 13, 1996 the Securities and Exchange Commission accepted for filing a Form 10 -- Registration of Securities for the Partnership. Public reporting of Units of the Partnership sold as a private placement commenced at that time and has continued to the present. (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are prepared on a combined basis and include the accounts of Everest Futures Fund, L.P. and Everest Futures Fund II, L.P. All significant intercompany transactions and balances have been eliminated in the accompanying combined financial statements Cash Equivalents Cash equivalents represent short-term highly liquid investments with maturities of three months or less at time of purchase and include money market accounts, securities purchased under agreements to resell, commercial paper, and U.S. government and agency obligations with variable rate and demand features, that qualify them as cash equivalents. Securities purchased under agreements to resell, with overnight maturity, are collateralized by U.S. government and agency obligations and are carried at the amounts at which the securities will subsequently be resold plus accrued interest. Revenue Recognition Realized and unrealized trading gains and losses on commodity and forward contracts, which represent the difference between cost and selling price or quoted market value, are recognized currently. All trading activities are accounted for on a trade-date basis. Deferred Partnership Offering Proceeds Proceeds received during the month from the continuing offering of the Partnership's units of limited partnership interest are deferred pending investment on the first day of the following month. Foreign Currency Translation Assets and liabilities denominated in foreign currencies are translated at the prevailing exchange rates as of the valuation date. Gains and losses on investment activity are translated at the prevailing exchange rate on the date of each respective transaction while year-end balances are translated at the year-end currency rates. Income Taxes Income taxes are not provided for by the Partnership because taxable income of the Partnership is includable in the income tax returns of the partners. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increase and decrease in net assets from operations during the period. Actual results could differ from those estimates. Reclassifications Certain reclassifications of prior year amounts have been made to conform with the current year presentation. Minority Interest Minority interest represents CISI's interest in the Trading Partnership. (3) THE LIMITED PARTNERSHIP AGREEMENT The Limited Partners and General Partner share in the profits and losses of the Partnership in proportion to the number of Units or Unit equivalents held by each. However, no Limited Partner is liable for obligations of the Partnership in excess of his or her capital contribution and profits, if any, and such other amounts as he may be liable for pursuant to the Iowa Uniform Limited Partnership Act. Distributions of profits are made solely at the discretion of the General Partner. Responsibility for managing the Partnership is vested solely in the General Partner; however, the General Partner has delegated complete trading authority to an unrelated party (note 4). The Trading Partnership bears all expenses incurred in connection with its trading activities, including commodity brokerage commissions and fees payable to the trading advisor, as well as legal, accounting, auditing, printing, mailing and extraordinary expenses. The Partnership bears all of its administrative expenses. Limited Partners may cause any or all of their Units to be redeemed as of the end of any month at net asset value on ten days' prior written notice. The Partnership will be dissolved at December 31, 2020, or upon the occurrence of certain events, as specified in the Limited Partnership Agreement. (4) OTHER AGREEMENTS All Commodity Interests trading decisions for the Trading Partnership are made by JWH. JWH receives from the Trading Partnership a monthly management fee equal to 0.33% (4% annually) of the Trading Partnership's month-end net asset value, as defined, and a quarterly incentive fee of 15% (20% prior to April 1, 1995) of the Trading Partnership's new net trading profits, as defined. The incentive fee is retained by JWH even though trading losses may occur in subsequent quarters; however, no further incentive fees are payable until any such trading losses (other than losses attributable to redeemed units and losses attributable to assets reallocated to another advisor) are recouped by the Trading Partnership. The Clearing Broker charges the Trading Partnership monthly brokerage commissions equal to 0.50% (1.0833% prior to April 1, 1995) of the Trading Partnership's beginning-of-month net asset value, as defined. Effective November 1, 1995, the General Partner receives a management fee from the Clearing Broker of approximately 83% of the brokerage commission charged by the Clearing Broker. Prior to November 1, 1995, no management fee was received by the General Partner. From this management fee, CISI receives a co-general partner fee from the General Partner equal to 1/12 of .25% of the month-end net asset value, as defined. A portion of assets are deposited with a commercial bank and invested under the direction of Horizon Cash Management, Inc. ("Horizon"). Horizon will receive a monthly cash management fee equal to 1/12 of .25% (.25% annually) of the average daily assets under management if the accrued monthly interest income earned on the Partnership's assets managed by Horizon exceeds the 91-day U.S. Treasury bill rate. (5) FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK The Partnership was formed to speculatively trade commodity interests. The Partnership's commodity interest transactions and related cash balances are on deposit with the Clearing Broker or CIS Financial Services, Inc. ("CISFS" or "Forwards Currency Broker" and collectively, the "Brokers") at all times. In the event that volatility of trading of other customers of the Brokers impaired the ability of the Brokers to satisfy the 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 at least equal to 4% of the funds required to be segregated pursuant to the Commodity Exchange Act. The Clearing Broker and Forwards Currency Broker both have controls in place to make certain that all customers maintain adequate margin deposits for the positions which they maintain at each Broker. Such procedures should protect the Partnership from the off-balance sheet risk as mentioned earlier. Neither the Clearing Broker or the Forwards Currency Broker engage in proprietary trading and thus have 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 fund 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 nonperformance 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 Forwards Currency Broker is the counterparty for the Partnership's forwards transactions. CISFS policies require that they execute transactions only with top rated financial institutions with assets in excess of $100,000,000. The Partnership holds futures and futures options positions on the various exchanges throughout the world and forwards positions with CISFS which transacts with various top rated banks throughout the world. As defined by SFAS 105, futures and foreign currency contracts 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 trading advisor 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 trading advisor who makes the trading decisions on behalf of the Partnership. That trading advisor trades a program which is diversified among the various futures contracts in the financials and metals group on exchanges both in the U.S. and outside the U.S. Such diversification should greatly reduce this market risk. 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 Commodity Interests for the Partnership as of September 30, 1999: COMMODITY GROUP UNREALIZED GAIN/(LOSS) - --------------- ---------------------- FOREIGN CURRENCIES 546,400 STOCK INDICES (77,618) METALS (2,147,350) INTEREST RATE INSTRUMENTS 324,229 ------------ TOTAL (1,354,339) The range of maturity dates of these exchange traded open contracts is December of 1999 to September of 2000. The average open trade equity for the period of January 1, 1999 to September 30, 1999 was $3,409,851. The margin requirement at September 30, 1999 was $6,039,422. To meet this requirement, the Partnership had on deposit with the Clearing Broker $4,896,994_ in segregated funds, $2,427,236 in secured funds and $5,255,084 in non-regulated funds. (6) FINANCIAL STATEMENT PREPARATION The interim financial statements are unaudited but reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. These adjustments consist primarily of normal recurring accruals. These interim financial statements should be read in conjunction with the audited financial statements of the Partnership for the year ended December 31, 1998, as filed with the Securities and Exchange Commission on March 29, 1999, as part of its Annual Report on Form 10-K. 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 SEPTEMBER 30, 1999 The Partnership recorded a loss of $6,815,439 or $284.10 per Unit for the third quarter of 1999. This compares to a gain of $14,024,089 or $557.71 per Unit for the third quarter of 1998. In the first month of the quarter the Partnership posted a loss resulting primarily from excessive volatility in the currency markets. The Partnership posted a small loss during the second month of the quarter due in part to long positions held in global interest rates and in the Japanese Nikkei stock index. During the third month of the quarter, the Partnership surrendered profits due to rapidly escalating gold prices and the Partnership's short gold positions. Overall, the third quarter of fiscal 1999 ended negatively for the Partnership accounts managed by JWH. At September 30, 1999, John W. Henry & Company, Inc. was managing 100% of the Partnership's assets using its Financial and Metals Portfolio. The Partnership posted a loss for July, largely due to excessive volatility in the currency markets. After gaining value versus the world's currencies for several weeks, the U.S. dollar ran out of steam by the mid-month. As a result, the Partnership posted losses from long Dollar positions against the Euro, Swiss franc and Japanese yen. The decline of the Dollar continued through month end, which prompted short Dollar positions to be established. Losses in the currency markets wiped out smaller gains that came from global interest rates and metals. Short positions in the 10-year and 30-year U.S. bonds provided profits as the long bond yield rose above 6.1%. The Partnership's strongest gains in this sector came from Europe where interest rates continued to rise. Profits were earned from short positions in the Euro Bund, Euro Bobl and U.K. Gilt. Likewise, the Partnership continued to profit from its short positions in the gold market as the price of gold fell to its lowest level in 20 years; $253.70 per troy ounce. All in all, the Partnership posted a loss of $1,303,556 or $54.31 per Unit in July. In August, the Trust posted another small loss. Gains for the Partnership were the result of a weaker U.S. dollar, versus the Yen and Euro specifically. Lower gold prices also provided gains. Unfortunately, these gains were offset by losses in global interest rates and the Japanese Nikkei stock index. Long positions in the Japanese stock index (the Nikkei) that have been profitable for the entire year were closed out and small losses were recorded during August. Currencies provided some resurrection in the form of a stronger Yen and Euro versus the U.S. dollar. Since mid-July, the Partnership held profitable long positions in the Yen and Euro looking for these currencies to strengthen against the Dollar. Gold prices again plummeted through a 20-year low to $253.00 per troy ounce. Notwithstanding these gains, the Partnership posted a loss of $1,839,009 or $77.17 per Unit in August. The Partnership had a difficult time in the markets during September. Losses were primarily attributable to our short gold position, as the price rose over $50 per ounce. The price of gold escalated rapidly after 15 European central banks announced that they wouldn't sell or lease additional gold for the next five years. Unfortunately, gains in the Japanese Yen were offset by losses in gold, as well as short positions in the U.S. and Japanese bond markets. Currencies provided small gains as the Japanese yen strengthened against the U.S. dollar for the second consecutive month. In addition, long yen positions were profitable relative to the European currencies. Notwithstanding these gains, the Partnership posted a loss of $3,672,875 or $152.62 per Unit in September. During the quarter, additional Units sold consisted of 508.75 limited partnership units; there were no general partnership units sold during the quarter. Additional Units sold during the quarter represented a total of $1,078,097.46. Investors redeemed a total of 746.38 Units during the quarter. At the end of the quarter there were 23,566.17.80 Units outstanding (including 198.49 Units owned by the General Partner). As of September 30, 1999, the Partnership had a balance of $5,255,084 on deposit with CISFS. CISFS is an affiliate of the Clearing Broker and is the broker for the Partnership on forwards contracts in foreign currencies. Forward currency contracts are defined as over-the-counter and require separate disclosure should the total exposure to any entity dealing in over-the-counter products exceed 10%. The balance on deposit at CISFS represents 10.63% of the total assets of the Partnership and requires this separate disclosure as an off balance sheet credit risk to the Partnership. See Footnote 5 of the Financial Statements for procedures established by the General Partner to monitor and minimize market and credit risks for the Partnership. In addition to the procedures set out in Footnote 5, the General Partner reviews on a daily basis reports of the Partnership's performance, including monitoring of the daily net asset value of the Partnership. The General Partner also reviews the financial situation of the Partnership's Clearing Broker on a monthly basis. The General Partner relies 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 Partner assurance that the Partnership will not suffer trading losses through the Clearing Broker. Year 2000 Issue CIS surveyed major applications in 1996 to see if they were Year 2000 compliant. Systems identified with Year 2000 issues were targeted for replacement or modification. Replacement and modification projects are nearly complete. In addition, CIS has dedicated resources to assess our work processes and verify that it will be able to handle the changes in the next millennium. This process addresses software applications as well as key vendor, bank and customer relationships. During 1997, CIS participated in developing the industry-wide test plan with the Futures Industry Association, with whom it continues to work closely. CIS has participated in BETA testing, which began in September 1998, and participated again with the FIA in "street wide" testing during the second quarter of 1999. In addition, CIS has developed various "contingency plans" in the event that mission critical systems should fail. CIS is taking this issue seriously and has a goal of maintaining reasonable procedures in order to eliminate as much risk as possible to its customers (including the Partnership), its counterparties and itself. Despite the best efforts of CIS, CISFS and CISI, there can be no assurance that the above steps will be sufficient or that all potential problems have been identified in order to avoid any adverse impact to the Partnership. CIS and its affiliates make no representations or warrants related to Year 2000 readiness or compliance, including but not limited to business interruption, whether from failures in their own computer systems, those of the Advisors, or any other third party. FISCAL QUARTER ENDED SEPTEMBER 30, 1998 The Partnership recorded a gain of $14,024,089 or $557.71 per Unit for the third quarter of 1998. This compares to a gain of $3,228,396 or $229.44 per Unit for the third quarter of 1997. The Partnership suffered losses during the first month of the quarter largely as a result of losses in interest rates and stock indices. During the second and third months of the quarter, the Partnership experienced solid gains in interest rates and smaller gains in currencies and stock indices. At September 30, 1998, John W. Henry & Company, Inc. was managing 100% of the Partnership's assets using its Financial and Metals Portfolio. In July, the Partnership incurred losses as unprofitable positions in interest rates and stock indices offset moderate gains in metals. The price of gold declined at month end along with the Japanese yen's fall in world markets; gold and the Japanese yen have moved in lockstep since early June, reflecting the diminishing demand for gold as the region's economies retract. Gains in long-term European bond markets failed to offset losses in other long-term interest rates traded. The Partnership recorded a loss of $587,513 or $23.68 per Unit in July. In August the Partnership posted solid gains, led by profitable positions in global interest rates. Leading gains in the bond market were positions in German and U.S. bonds, which benefited from investors' flight to quality during the month, and the Japanese Government bond, where the yield on the benchmark 10-year bond dropped to 1.105%, a historic low. The U.S. dollar made little progress against the Japanese yen as Japanese officials renewed their threats of intervention in the currency markets. The Partnership recorded a gain of $7,082,890 or $286.39 per Unit in August. In September, the Partnership recorded gains as profitable positions in interest rates and smaller gains in currencies and stock indices offset losses in metals. Except for Australian bonds, which reflected the uncertainty of an upcoming election in that country, positions in all interest rates traded were profitable. Gains were strongest in German, U.S. and Japanese government bonds; in all three markets, yields declined to historic levels. Profitable positions in the German mark and Swiss franc and smaller gains in the British pound offset losses in other currencies traded. Positions in gold and silver resulted in losses as prices of both metals rose. The Partnership recorded a gain of $7,528,712 or $295.00 per Unit in September. During the quarter, additional Units sold consisted of 1,195.09 limited partnership units; and 7.89 general partnership units. Additional Units sold during the quarter represented a total of $2,362,087. Investors redeemed a total of 493.11 Units during the quarter. At the end of the quarter there were 25,513.77 Units outstanding (including 260.11 Units owned by the General Partner). During the fiscal quarter ended September 30, 1998, the Partnership had no credit exposure to a counterparty which is a foreign commodities exchange or to any counterparty dealing in over the counter contracts which was material. FISCAL QUARTER ENDED JUNE 30, 1999 The Partnership recorded a gain of $6,901,733 or $281.62 per Unit for the second quarter of 1999. This compares to a loss of $4,450,695 or $193.22 per Unit for the second quarter of 1998. In the first month of the quarter the Partnership posted a gain resulting primarily from a rising Japanese stock market and continued appreciation of the U.S. Dollar versus the Euro and Swiss Franc. The Partnership posted a gain during the second month of the quarter resulting primarily from the declining price of gold and the continued decline of the Euro currency. During the third month of the quarter, the partnership posted a gain as it continued to benefit from the freefall in gold prices and the declining Euro currency. Overall, the second quarter of fiscal 1999 ended positively for the Partnership accounts managed by JWH. At June 30, 1999, John W. Henry & Company, Inc. was managing 100% of the Partnership's assets using its Financial and Metals Portfolio. In April, currencies were the most favorable sector for the Partnership. The continued flight to quality to the U.S. dollar provided opportunities for the Partnership to profit from long U.S. dollar positions versus the Euro and Swiss franc. As the conflict in Kosovo persisted, the flow of money into the U.S. dollar continued. Trading in the Japanese yen and Australian dollar was also profitable. Confidence in the Japanese stock market restored performance in the Nikkei 225 as the index was up approximately 20% year to date. A long position in the Nikkei helped the Partnership generate profits as did long positions in the S&P 500 Index and Hang Seng Index. During April, the unprofitable trading sectors were primarily interest rates and precious metals. As Europe cut interest rates mid-month, the Fund's position went from short to long. Short U.S. bond positions generated a small profit by month end. Short gold positions were also unprofitable. In the interim, this position turned profitable as the United Kingdom decided to sell off over 50% of its gold reserves putting severe pressure on the price of gold. All in all, the Partnership posted a gain of $789,066 or $32.13 per Unit in April. In May, gold fell below $270 per ounce, a 20 year low. The Partnership benefited from this price decline since it held short gold positions during the month. The interest rate rumors in the US, coupled with the inflation fears caused the continuation of the decline in the US 10-year and 30-year bonds. The Partnership held short positions in this sector during May, resulting in profits for the period. In addition, the Partnership held long positions in the Japanese government bond that were profitable. For the third consecutive month, currencies continued to provide gains for the Partnership. Profit opportunities came from long US dollar positions versus the Euro and Swiss franc. During May, we saw the Euro fall to its lowest level versus the US dollar since its inception at the beginning of the year. Pressure on the Euro surrounded the conflict in Kosovo, as investors saw the dollar as a safe haven. Small gains also came from the Japanese yen. Overall, the Partnership posted a gain of $2,713,185 or $110.34 per Unit in May. In June, the rumor of the Fed raising interest rates in the US became a reality. The Partnership's short positions in the 10-year and 30-year bonds provided profits and strong gains were posted as European bond prices continued to erode. A big reason was the weakening Euro, which declined 13%, depreciating in a straight line against the U.S. dollar since its inception January 1, 1999. Short positions in the German Bund, the German Bobl and U.K. Gilt provided the lion's share of performance. Currencies also provided gains for the Partnership for the fourth consecutive month. Once again, the profit opportunities came from long US dollar positions versus the Euro and Swiss franc. Pressure on the Euro which initially resulted from the conflict in Kosovo, also seemed attributable to investors losing confidence in the Euro. During June, the Partnership continued to profit from its short positions in the gold market. Long positions in the Nikkei stock index have been profitable for the Partnership for the entire year, as the percentage gain in this index for 1999 is 26.64%. Overall, the Partnership posted a gain of $3,399,483 or $139.15 per Unit in June. During the quarter, additional Units sold consisted of 1,054.35 limited partnership units; there were no general partnership units sold during the quarter. Additional Units sold during the quarter represented a total of $853,934. Investors redeemed a total of 954.20 Units during the quarter. At the end of the quarter there were 23,803.80 Units outstanding (including 198.49 Units owned by the General Partner). During the fiscal quarter ended June 30, 1999, the co-General Partner of the trading subsidiary, CISI, experienced the following officer changes: Shaun D. O'Brien replaced former Vice President & Treasurer Richard A. Driver; James Clemens replaced Henry W. Gjersdal as Assistant Secretary; Lillian Lundeen replaced Bruce H. Barnett as Assistant Secretary. As of June 30, 1999, the Partnership had a balance of $5,740,204 on deposit with CISFS. CISFS is an affiliate of the Clearing Broker and is the broker for the Partnership on forwards contracts in foreign currencies. Forward currency contracts are defined as over-the-counter and require separate disclosure should the total exposure to any entity dealing in over-the-counter products exceed 10%. The balance on deposit at CISFS represents 10.03% of the total assets of the Partnership and requires this separate disclosure as an off balance sheet credit risk to the Partnership. FISCAL QUARTER ENDED JUNE 30, 1998 The Partnership recorded a loss of $4,450,695 or $193.22 per Unit for the second quarter of 1998. This compares to a loss of $1,677,066 or $145.22 per Unit for the second quarter of 1997. During the first and third months of the quarter, the Partnership experienced losses primarily as a result of unprofitable positions in currencies, interest rates and metals, while during the second month gains were recorded primarily due to gains in the currency, interest rate and metals markets. At June 30, 1998, John W. Henry & Company, Inc. was managing 100% of the Partnership's assets using its Financial and Metals Portfolio. In April, positions in nearly all markets traded were unprofitable. Positions in the U.S. 30-year bond and Euro dollar markets resulted in losses for interest rate futures. Unprofitable positions in the German mark and Swiss franc offset gains in other currencies traded. Silver prices fell following reports that a major investment company had sold a third of its holdings. Losses in silver and copper offset profits in gold. The Partnership recorded a loss of $3,302,362 or $153.41 per Unit in April. In May gains were recorded reflecting profitable positions in interest rates, metals and currencies. The strongest gains overall came from positions in the Japanese yen, Japanese Government bond and silver. Silver prices slumped as investors who bought on hopes of rising value lost patience and took profits. Gains were also recorded in positions in the Australian dollar as a nervous market dealt with rumors of further currency devaluations in Asia; the Australian currency fell to a 12-year low against the U.S. dollar. The Partnership recorded a gain of $979,024 or $44.64 per Unit in May. In June losses were recorded due largely to unprofitable positions in global interest rates and metals. Unprofitable positions in the Japanese Government bond led losses in global interest rates as the yield rose from record lows following intervention to support the yen. A marginal gain in the Japanese yen failed to offset losses in the British pound and Swiss franc. Positions in gold and silver also resulted in losses as the prices of both metals remained coupled to movements in the Japanese yen. The Partnership recorded a loss of $2,127,357 or $84.45 per Unit in June. During the quarter, additional Units sold consisted of 4,221.68 limited partnership units; and 36.93 general partnership units. Additional Units sold during the quarter represented a total of $7,496,559. Investors redeemed a total of 980.24 Units during the quarter. At the end of the quarter there were 24,803.90 Units outstanding (including 252.22 Units owned by the General Partner). During the fiscal quarter ended June 30, 1998, the Partnership had no credit exposure to a counterparty which is a foreign commodities exchange or to any counterparty dealing in over the counter contracts which was material. FISCAL QUARTER ENDED MARCH 31, 1999 The Partnership recorded a loss of $3,835,309 or $151.17 per Unit for the first quarter of 1999. This compares to a loss of $3,566,153 or $182.71 per Unit for the first quarter of 1998. In the first month of the quarter the Partnership posted a loss resulting primarily from volatility in the currency sector as well as Japanese interest rates. The Trust posted a gain for the second month of the quarter resulting primarily from trading in precious metals and currencies. During the third month of the quarter concerns about the military conflict in Kosovo mounted. As a result the global markets experienced increased volatility, namely in precious metals and interest rates, and the Partnership posted a small loss. Overall, the first quarter of fiscal 1999 ended negatively for the Partnership accounts managed by JWH. At March 31, 1999, John W. Henry & Company, Inc. was managing 100% of the Partnership's assets using its Financial and Metals Portfolio. Currencies were the most volatile sector for the month of January; namely short positions in the British pound and long positions in the Japanese yen. The anxiously awaited Euro began trading and started out the year on a positive note as short positions rendered small profits for the Partnership. The only profitable interest rate market was in Germany where the Partnership maintained a long German bund position, thereby taking advantage of falling German rates. Short positions in the Japanese government bond and Australian bond positions created losses for the Partnership. The Nikkei stock index provided the majority of the loss in the stock indices, as short positions were unprofitable. All in all, the Partnership posted a loss of $2,750,493 or $107.54 per Unit in January. In February, long silver positions in the precious metals sector were profitable and the Nikkei stock index provided gains amidst a falling and then rising market. Currency trading rendered gains from short positions in the Euro, British pound and Swiss franc as each currency declined against the U.S. dollar. These gains were able to cover losses in the Australian dollar and Japanese yen. Interest rates were the only unprofitable sector for the Partnership. The Partnership was able to take advantage of rising interest rates in the U.S. 10-year notes and 30-year bonds. However, long Japanese government bond and German bund positions recorded more significant losses. Overall, the Partnership posted a gain of $331,060 or $13.35 per Unit in February. In March, silver and gold positions were extremely volatile as the Partnership recorded losses from long silver positions and short gold positions. Short bond positions in Australia and in the United Kingdom were unprofitable as interest rates in both began to rise. However, long Japanese government bond positions were the largest loser in this sector as bond prices plummeted. Currencies were the most favorable sector for the Partnership. A flight to quality in the U.S. dollar has provided opportunities for the Partnership to profit from long U.S. dollar positions versus the Euro and Swiss franc. The conflict in Kosovo has exacerbated the crisis-related selling of the Euro and the flow of money into the U.S. dollar. The Nikkei stock index moved sharply higher during March and the Partnership profited from long positions. Long positions in the Australian All-Ordinaries index were also profitable. Overall, the Partnership posted a loss of $1,415,876 or $56.98 per Unit in March. During the quarter, additional Units sold consisted of 658.43 limited partnership units; there were no general partnership units sold during the quarter. Additional Units sold during the quarter represented a total of $1,351,224. Investors redeemed a total of 1,674.39 Units during the quarter. At the end of the quarter there were 24,560.57 Units outstanding (including 198.49 Units owned by the General Partner). During the fiscal quarter ended March 31, 1999, the Partnership had no credit exposure to a counterparty which is a foreign commodities exchange or to any counterparty dealing in over the counter contracts which was material. FISCAL QUARTER ENDED MARCH 31, 1998 The Partnership recorded a loss of $3,566,153 or $182.71 per Unit for the first quarter of 1998. During the first two months of the quarter, the Partnership experienced losses primarily as a result of unprofitable positions in currencies and interest rates, while during the third month losses were recorded primarily due to losses in metals positions and in the global interest rate market. At March 31, 1998, John W. Henry & Company, Inc. was managing 100% of the Partnership's assets using its Financial and Metals Portfolio. In January, performance was negatively impacted by sharp reversals in Japanese financial markets and in gold. Investor optimism over efforts to revive ailing Asian economies boosted the Japanese yen against the U.S. dollar and gave support to the Nikkei; positions in both resulted in losses for the Partnership. Benign inflation news in Europe and the U.S. boosted bond markets in both regions, resulting in gains for the Partnership. These gains were offset by losses in stock indices and in gold prices. Overall, the Partnership recorded a loss of $1,416,522 or $76.35 per Unit in January. In February, losses were incurred in nearly all currencies traded. Trading was also unprofitable in U.S. Treasury bonds, interest rates and gold. The purchase of large quantities of silver by a major investor caused the prices of the precious metal to soar in world markets, before succumbing to some profit taking at month end; positions in silver resulted in gains for the Partnership. Profitable positions in most European bonds failed to offset losses in other long- and short-term interest rates. The Partnership recorded a loss of $1,566,571 or $79.17 per Unit in February. In March, the U.S. dollar rose against most of its major counterparts, gaining strength from the flight of international capital from a deteriorating Japanese economy and the purchase of dollars to buy U.S. Treasury bonds as yields in key European bond markets hit post-war lows. Positions in the Swiss franc and the German mark resulted in gains for the Partnership. Positions in the U.S. 30-year bond led losses in the global interest rate market. Inflation concerns, fueled by rising oil prices, propelled gold prices sharply higher. Positions in gold were unprofitable, as were positions in silver, which became more volatile during the month. The Partnership recorded a loss of $583,060 or $27.19 per Unit in March. During the quarter, additional Units sold consisted of 4,128.21 limited partnership units; and 33.34 general partnership units. Additional Units sold during the quarter represented a total of $8,118,453. Investors redeemed a total of 882.95 Units during the quarter. At the end of the quarter there were 21,525.53 Units outstanding (including 215.29 Units owned by the General Partner). During the fiscal quarter ended March 31, 1998, the Partnership had no credit exposure to a counterparty which is a foreign commodities exchange or to any counterparty dealing in over the counter contracts which was material. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK There has been no material change with respect to market risk since the "Quantitative and Qualitative Disclosures About Market Risk" was made in the Form 10K of the Partnership dated December 31, 1998. 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 proceedings 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: November 11, 1999 By: Everest Asset Management, Inc., its General Partner By: /s/ Peter Lamoureux ----------------------------- Peter Lamoureux President