SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarter Ended September 30, 1999
------------------
Commission File Number 0-25585
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PROFUTURES LONG/SHORT GROWTH FUND, L.P.
- ---------------------------------------
(Exact name of registrant)
Delaware 74-2849862
- ----------------------- -----------------------------------
(State of Organization) (I.R.S.Employer Identification No.)
ProFutures, Inc.
11612 Bee Cave Road
Suite 100
Austin, Texas 78733
- ----------------------------------------
(Address of principal executive offices)
Registrant's telephone number
(800) 348-3601
- --------------
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.
PROFUTURES LONG/SHORT GROWTH FUND, L.P.
STATEMENTS OF FINANCIAL CONDITION
September 30, 1999 (Unaudited) and December 31, 1998 (Audited)
-------------
September 30, December 31,
1999 1998
---- ----
ASSETS
Equity in broker trading account
Cash $37,843,355 $15,444,073
United States government securities 0 3,406,808
Unrealized gain on open contracts 5,045,525 1,163,250
------------ -----------
Deposits with broker 42,888,880 20,014,131
Cash 677,394 10,415
----------- -----------
Total assets $43,566,274 $20,024,546
=========== ===========
LIABILITIES
Accounts payable $ 21,223 $ 12,215
Commissions and other trading fees
on open contracts 2,675 771
General Partner management fee 107,207 46,529
Advisor incentive fee 0 1,400,060
Redemptions payable 226,220 10,000
----------- -----------
Total liabilities 357,325 1,469,575
----------- -----------
PARTNERS' CAPITAL (Net Asset Value)
General Partner - 61.4461 units
outstanding at September 30, 1999
and December 31, 1998 117,322 116,671
Limited Partners - 22,576.1052 and
9,710.7200 units outstanding at
September 30, 1999 and December 31, 1998 43,091,627 18,438,300
----------- -----------
Total partners' capital
(Net Asset Value) 43,208,949 18,554,971
----------- -----------
$43,566,274 $20,024,546
=========== ===========
See accompanying notes.
PROFUTURES LONG/SHORT GROWTH FUND, L.P.
STATEMENTS OF OPERATIONS
For the Nine Months Ended September 30, 1999 and 1998
(Unaudited)
-------------
Nine months ended
September 30,
1999 1998
---- ----
INCOME
Trading gains (losses)
Realized $(3,447,975) $ 1,588,994
Change in unrealized 3,882,275 (978,675)
----------- -----------
Gain from trading 434,300 610,319
Interest income 1,076,564 254,997
----------- -----------
Total income 1,510,864 865,316
----------- -----------
EXPENSES
Brokerage commissions 23,021 6,138
General Partner management fee 682,789 140,053
Advisor incentive fee 293,116 171,310
Operating expenses 77,830 42,262
----------- -----------
Total expenses 1,076,756 359,763
----------- -----------
NET INCOME $ 434,108 $ 505,553
=========== ===========
NET INCOME PER GENERAL AND LIMITED PARTNER UNIT
(based on weighted average number of
units outstanding during the period of
16,164.1648 and 4,959.2859, respectively) $ 26.86 $ 101.94
=========== ===========
INCREASE IN NET ASSET VALUE PER GENERAL
AND LIMITED PARTNER UNIT $ 9.97 $ 331.10
=========== ===========
See accompanying notes.
PROFUTURES LONG/SHORT GROWTH FUND, L.P.
STATEMENTS OF OPERATIONS
For the Three Months Ended September 30, 1999 and 1998
(Unaudited)
-------------
Three months ended
September 30,
1999 1998
---- ----
INCOME
Trading gains (losses)
Realized $(6,084,944) $ 613,205
Change in unrealized 5,045,525 (976,500)
----------- -----------
(Loss) from trading (1,039,419) (363,295)
Interest income 459,472 139,649
----------- -----------
Total (loss) (579,947) (223,646)
----------- -----------
EXPENSES
Brokerage commissions 14,883 3,805
General Partner management fee 294,366 76,246
Advisor incentive fee 0 0
Operating expenses 29,279 14,589
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Total expenses 338,528 94,640
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NET (LOSS) $ (918,475) $ (318,286)
=========== ===========
NET (LOSS) PER GENERAL AND LIMITED PARTNER UNIT
(based on weighted average number of
units outstanding during the period of
21,508.5963 and 7,576.8507, respectively) $ (42.70) $ (42.01)
=========== ===========
INCREASE (DECREASE) IN NET ASSET VALUE PER
GENERAL AND LIMITED PARTNER UNIT $ (60.30) $ 74.84
=========== ===========
See accompanying notes.
PROFUTURES LONG/SHORT GROWTH FUND, L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (NET ASSET VALUE)
For the Nine Months Ended September 30, 1999 and 1998
(Unaudited)
-------------
Total Partners' Capital
Number of ----------------------------------
Units General Limited Total
---------- -------- ----------- -----------
Balances at
December 31, 1998 9,772.1661 $116,671 $18,438,300 $18,554,971
Net income for the
nine months ended
September 30, 1999 651 433,457 434,108
Additions 13,533.8056 0 25,476,715 25,476,715
Redemptions (668.4204) 0 (1,256,845) (1,256,845)
----------- -------- ----------- -----------
Balances at
September 30, 1999 22,637.5513 $117,322 $43,091,627 $43,208,949
=========== ======== =========== ===========
Balances at
December 31, 1997 3,044.2642 $ 29,313 $ 2,885,423 $ 2,914,736
Net income for the
nine months ended
September 30, 1998 12,932 492,621 505,553
Additions 6,959.8881 36,931 9,422,159 9,459,090
Redemptions (79.1017) 0 (90,494) (90,494)
----------- -------- ----------- -----------
Balances at
September 30, 1998 9,925.0506 $ 79,176 $12,709,709 $12,788,885
=========== ======== =========== ===========
Net asset value
per unit at
December 31, 1997 $ 957.45
===========
September 30, 1998 $ 1,288.55
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December 31, 1998 $ 1,898.76
===========
September 30, 1999 $ 1,908.73
===========
See accompanying notes.
PROFUTURES LONG/SHORT GROWTH FUND, L.P.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
-----------
Note 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-----------------------------------------------------------
A. General Description of the Partnership
ProFutures Long/Short Growth Fund, L.P. (the Partnership) is a
Delaware limited partnership which operates as a commodity
investment pool. The Partnership engages in the speculative
trading of stock index futures contracts. It is subject to
the regulations of the Commodity Futures Trading Commission, an
agency of the United States (U.S.) government which regulates
most aspects of the commodity futures industry; rules of the
National Futures Association, an industry self-regulatory
organization; and the requirements of commodity exchanges and
Futures Commission Merchants (brokers) through which the
Partnership trades.
The Partnership was organized on August 21, 1997 under the name
ProFutures Bull & Bear Fund, L.P. and commenced trading on
November 20, 1997. On December 8, 1998, the Partnership changed
its name from ProFutures Bull & Bear Fund, L.P. to ProFutures
Long/Short Growth Fund, L.P.
B. Interim Financial Statements
In the opinion of management, the unaudited interim financial
statements reflect all adjustments, which were of a normal and
recurring nature, necessary for a fair presentation of financial
position as of September 30, 1999, and the results of operations
for the nine and three months ended September 30, 1999 and 1998.
C. Method of Reporting
The Partnership's financial statements are presented in accordance
with generally accepted accounting principles, which require the
use of certain estimates made by the Partnership's management.
Transactions are accounted for on the trade date. Gains or losses
are realized when contracts are liquidated. Unrealized gains or
losses on open contracts (the difference between contract purchase
price and market price) are reported in the statement of financial
condition as a net gain or loss, as there exists a right of offset
of unrealized gains or losses in accordance with Financial
Accounting Standards Board Interpretation No. 39 - "Offsetting of
Amounts Related to Certain Contracts." Any change in net unrealized
gain or loss from the preceding period is reported in the statement
of operations. United States government securities are stated at
cost plus accrued interest, which approximates market value.
For purposes of both financial reporting and calculation of
redemption value, Net Asset Value Per Unit is calculated by dividing
Net Asset Value by the total number of units outstanding.
PROFUTURES LONG/SHORT GROWTH FUND, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
-----------
Note 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
-----------
D. Brokerage Commissions
Brokerage commissions include other trading fees and are charged to
expense when contracts are opened.
E. Income Taxes
The Partnership prepares calendar year U.S. and state information
tax returns and reports to the partners their allocable shares of
the Partnership's income, expenses and trading gains or losses.
F. Organizational Charge
The General Partner pays all organizational and offering costs of
the Partnership. As reimbursement for such costs, the General
Partner (or the Distributor, ProFutures Financial Group, Inc., a
broker/dealer affiliate of the General Partner) receives an
organizational charge of 1% of the subscription amount of each
subscriber to the Partnership. Additions are reflected in the
statement of changes in partners' capital (net asset value) net
of such organizational charge totaling $254,766 for the nine
months ended September 30, 1999 and $94,591 for the nine months
ended September 30, 1998.
G. Statements of Cash Flows
The Partnership has elected not to provide statements of cash flows
as permitted by Statement of Financial Accounting Standards No. 102
- "Statement of Cash Flows - Exemption of Certain Enterprises and
Classification of Cash Flows from Certain Securities Acquired for
Resale."
Note 2. GENERAL PARTNER
---------------
The General Partner of the Partnership is ProFutures, Inc., which
conducts and manages the business of the Partnership. Prior to
June 1, 1998, the Limited Partnership Agreement required the General
Partner to maintain a capital account equal to at least 1% of the
total capital of the Partnership. Effective June 1, 1998, the
Limited Partnership Agreement was amended and now requires the
General Partner and/or its principals and affiliates to maintain
capital accounts equal to at least 1% of the total capital of the
Partnership. At September 30, 1999 and December 31, 1998, the
capital accounts of the General Partner and/or its principals and
affiliates totaled $712,947 and $506,005, respectively.
The Limited Partnership Agreement was further amended effective
February 16, 1999 and generally requires that the General Partner
maintain a net worth of at least $1,000,000. ProFutures, Inc.
has callable subscription agreements with Internationale
Nederlanden (U.S.) Securities, Futures & Options, Inc. (ING), the
Partnership's primary broker, whereby ING has subscribed to
purchase (up to $14,000,017) the number of shares of common stock
of ProFutures, Inc. necessary to maintain the General Partner net
worth requirements.
The General Partner is paid a monthly management fee equal to 1/4 of
1% (3% annually) of month-end Net Assets (as defined in the Limited
Partnership Agreement).
PROFUTURES LONG/SHORT GROWTH FUND, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
-----------
Note 3. COMMODITY TRADING ADVISOR
-------------------------
The Partnership has an advisory contract with Hampton Investors,
Inc. (Hampton), pursuant to which the Partnership pays a quarterly
incentive fee equal to 20% of New Trading Profits (as defined in the
advisory contract).
Note 4. DEPOSITS WITH BROKER
--------------------
The Partnership deposits funds with ING to act as broker subject
to Commodity Futures Trading Commission regulations and various
exchange and broker requirements. The Partnership earns interest
income on its assets deposited with the broker.
At September 30, 1999, the initial margin requirement of $7,664,063
is satisfied by the deposit of cash with such broker. At
December 31, 1998, the initial margin requirement of $1,586,250 is
satisfied by the deposit of cash and U.S. government securities with
such broker.
Note 5. SUBSCRIPTIONS, DISTRIBUTIONS AND REDEMPTIONS
--------------------------------------------
Investments in the Partnership are made by subscription agreement,
subject to acceptance by the General Partner.
The Partnership is not required to make distributions, but may do so
at the sole discretion of the General Partner. A Limited Partner
may require the Partnership to redeem any or all of such Limited
Partner's units at Net Asset Value as of the close of business on
the last day of any month upon advance written notice to the General
Partner. The Limited Partnership Agreement contains a complete
description of the Partnership's redemption policies and procedures.
Note 6. TRADING ACTIVITIES AND RELATED RISKS
------------------------------------
The Partnership engages in the speculative trading of stock index
futures contracts ("derivatives") on U.S. exchanges. The
Partnership is exposed to both market risk, the risk arising from
changes in the market value of the contracts, and credit risk, the
risk of failure by another party to perform according to the terms
of a contract.
Purchase and sale of futures contracts requires margin deposits with
the broker. Additional deposits may be necessary for any loss on
contract value. The Commodity Exchange Act requires a broker to
segregate all customer transactions and assets from such broker's
proprietary activities. A customer's cash and other property (for
example, U.S. Treasury bills) deposited with a broker are considered
commingled with all other customer funds subject to the broker's
segregation requirements. In the event of a broker's insolvency,
recovery may be limited to a pro rata share of segregated funds
available. It is possible that the recovered amount could be less
than total cash and other property deposited.
PROFUTURES LONG/SHORT GROWTH FUND, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
-----------
Note 6. TRADING ACTIVITIES AND RELATED RISKS (CONTINUED)
------------------------------------------------
The Partnership has assets on deposit with financial institutions in
connection with its cash management activities. In the event of a
financial institution's insolvency, recovery of Partnership assets
on deposit may be limited to account insurance or other protection
afforded such deposits. In the normal course of business, the
Partnership does not require collateral from such financial
institutions.
For derivatives, risks arise from changes in the market value of the
contracts. Theoretically, the Partnership is exposed to a market
risk equal to the value of futures contracts purchased and unlimited
liability on such contracts sold short.
The fair value of derivatives represents unrealized gains and losses
on open futures contracts. The average fair value of derivatives
during the nine months ended September 30, 1999 and 1998 was
approximately $38,000 and $340,000, respectively, and the related
fair values at September 30, 1999 and December 31, 1998 are
approximately $5,046,000 and $1,163,000, respectively.
Net trading results from derivatives for the nine and three months
ended September 30, 1999 and 1998, are reflected in the statement
of operations and equal gain (loss) from trading less brokerage
commissions. Such trading results reflect the net gain (loss)
arising from the Partnership's speculative trading of futures
contracts.
Open contracts generally mature within three months, however, the
Partnership intends to close all contracts prior to maturity. At
September 30, 1999, the maturity date for all open contracts is
December 1999, and at December 31, 1998, the maturity date for all
open contracts is March 1999.
At September 30, 1999, the notional amount of open contracts to sell
totaled approximately $111,200,000, and there were no open contracts
to purchase. At December 31, 1998, the notional amount of open
contracts to purchase totaled approximately $28,100,000, and there
were no open contracts to sell. These amounts do not represent the
Partnership's risk of loss due to market and credit risk, but rather
represent the Partnership's extent of involvement in derivatives at
the date of the statement of financial condition.
The General Partner has established procedures to actively monitor
market risk and minimize credit risk, although there can be no
assurance that it will, in fact, succeed in doing so. The General
Partner's basic market risk control procedures consist of
continuously monitoring Hampton's trading activity with the actual
market risk controls being applied by Hampton itself. The General
Partner seeks to minimize credit risk primarily by depositing and
maintaining the Partnership's assets at financial institutions and
brokers which the General Partner believes to be creditworthy. The
Limited Partners bear the risk of loss only to the extent of the
market value of their respective investments and, in certain
specific circumstances, distributions and redemptions received.
Note 7. Registration of Additional Limited Partnership Units
----------------------------------------------------
In October 1999, the General Partner registered $40,000,000 of
additional Limited Partnership Units with the Securities and Exchange
Commission under the Securities Act of 1933. This registration
carried forward $35,218,153 of unsold units from the previous
registration; therefore, available unsold Limited Partnership Units
as of the effective date of the registration will total $75,218,153.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
A. LIQUIDITY: Substantially all of the Partnership's assets are
highly liquid, such as cash or cash equivalents, open futures
contracts and other financial instruments. It is possible that
extreme market conditions or daily price fluctuation limits at
exchanges could adversely affect the liquidity of open futures
contracts.
B. CAPITAL RESOURCES: Since the Partnership's business is purchase
and sale of futures contracts, it will make few, if any, capital
expenditures. In October 1999, the General Partner registered
$40,000,000 of additional Limited Partnership Units with the
Securities and Exchange Commission under the Securities Act of 1933.
This registration carried forward $35,218,153 of unsold units from
the previous registration; therefore, available unsold Limited
Partnership Units as of the effective date of the registration
will total $75,218,153.
As of September 30, 1999, 22,637.5513 Units are outstanding,
including 61.4461 General Partner Units, with an aggregate Net
Asset Value of $43,208,949 ($1,908.73 per Unit). This represents
an increase in Net Asset Value of $24,653,978 compared with
December 31, 1998. The increase primarily relates to sales of
limited partnership interests.
C. RESULTS OF OPERATIONS: For the three months ended September 30,
1999, the Partnership had a net loss of $918,475, as compared to
a net loss of $318,286 for the three months ended September 30,
1998. For the nine months ended September 30, 1999, the Partnership
had net income of $434,108, as compared to net income of $505,553
for the nine months ended September 30, 1998. The Partnership
engages in the speculative trading of stock index futures contracts
on U.S. exchanges; therefore, operating results will fluctuate from
period to period.
The General Partner has established procedures to actively
monitor market risk and minimize credit risk, although there can
be no assurance that it will, in fact, succeed in doing so. The
General Partner's basic market risk control procedures consist of
continuously monitoring the Advisor's trading activity with the
actual market risk controls being applied by the Advisor itself.
The General Partner seeks to minimize credit risk primarily by
depositing and maintaining the Partnership's assets at financial
institutions and brokers which the General Partner believes to be
creditworthy.
D. POSSIBLE CHANGES: The General Partner reserves the right to
terminate certain and/or engage additional trading advisors or
change any of the Partnership's clearing arrangements.
E. The Year 2000 Problem
---------------------
Many existing computer systems use only two digits to refer to a
year. This technique can cause the systems to treat the year 2000
as 1900, an effect commonly known as the "Year 2000 Problem." The
Partnership, like other financial and business organizations, depends
on the smooth functioning of computer systems and could be adversely
affected if the computer systems on which it relies do not properly
process and calculate date-related information concerning dates on or
after January 1, 2000.
The General Partner administers the business of the Partnership
through various systems and processes maintained by the General
Partner. The General Partner's modifications for Year 2000 systems
compliance were substantially complete as of September 30, 1999.
Additional testing is scheduled to take place during the remainder of
1999. Costs of this testing were included in previously approved
budgets of the General Partner and future Year 2000 expenses are
expected to be negligible. These expenditures are not expected to
have a material adverse impact on the General Partner's financial
position, results of operations or cash flows in future periods. The
General Partner has and will continue to devote the necessary
resources to address any remaining Year 2000 issues in a timely
manner. The Partnership itself has no systems or information
technology applications relevant to its operations and, thus has no
expenses related to addressing the Year 2000 Problem
In addition to the General Partner, the Partnership is dependent on
the capability of the Advisor, the Chicago Mercantile Exchange, the
Futures Broker and other third parties with whom the Partnership has
material relationships to prepare adequately for the Year 2000
Problem and its impact on their systems and processes. The General
Partner will monitor the Partnership's direct service providers, and
may, where deemed appropriate, seek assurances from such service
providers that they are taking all necessary steps to ensure that
their computer systems will accurately reflect the Year 2000. No
assurance can be given that the service providers have anticipated
every step necessary to avoid any adverse effect attributable to the
Year 2000 Problem, and there can be no assurance that the General
Partner has anticipated every step necessary to avoid any adverse
effect on the Partnership attributable to the Year 2000 issue. The
failure of the Partnership's futures exchanges, clearing
organizations, venders or regulators to resolve their own processing
issues in a timely manner could result in a material financial risk.
The Advisor has taken action to identify any of its computer systems
that are Year 2000 vulnerable and has, to date, found none. The
Advisor will notify the General Partner in a timely manner if it
should discover a Year 2000 vulnerable system it is unable to correct
by January 1, 2000. The Chicago Mercantile Exchange has successfully
completed four industry-wide tests in conjunction with the Futures
Industry Association. These tests revealed no problems related to
the Year 2000 Problem for the Chicago Mercantile Exchange. The
Futures Broker is addressing its Year 2000 issues and has
participated in Year 2000 testing with various exchanges. The
Futures Broker participated in the Futures Industry Association Y2K
industry-wide test for Year 2000 compliance during the first and
second quarters of 1999. The General Partner is monitoring the
progress of the Futures Broker and the Chicago Mercantile Exchange
in addressing their Year 2000 issues.
The most likely and most significant risk to the Partnership
associated with the lack of Year 2000 readiness is the failure of
third parties, including the Advisor, the Futures Broker, the Chicago
Mercantile Exchange and various regulators to resolve their Year 2000
issues in a timely manner. This risk could involve the temporary
inability to transfer funds electronically or to determine the Net
Asset Value of the Partnership, in which case sales could be
suspended and/or redemption payments delayed until the Partnership's
assets could be valued and/or funds could be transferred. If the
General Partner believes, prior to December 31, 1999, that any of the
Advisor, the Futures Broker or the Chicago Mercantile Exchange has
failed to resolve a Year 2000 issue likely to have a material adverse
impact on the Partnership, the General Partner will direct the
Advisor to attempt to close any Partnership positions and to remain
out of the market until such issue is resolved.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
The General Partner registered $60,000,000 of additional Limited
Partnership Units with the Securities and Exchange Commission
under the Securities Act of 1933. The Registration Statement
on Form S-1 became effective February 16, 1999. The offering
commenced immediately following the effective date of the
Registration Statement. The proceeds from the sale of 13,534
Limited Partnership Units totaled $25,476,715 through September 30,
1999 and are available to support the Partnership trading
activity. The offering of Limited Partnership Units is
continuing. The General Partner pays all offering costs and
receives 1% of the subscription price of each unit as
reimbursement. Such reimbursement of offering costs totaled
$254,766 through September 30, 1999. In October 1999, the General
Partner registered $40,000,000 of additional Limited Partnership
Units with the Securities and Exchange Commission under the
Securities Act of 1933. This registration carried forward
$35,218,153 of unsold units from the previous registration;
therefore, available unsold Limited Partnership Units as of the
effective date of the registration will total $75,218,153.
Item 3. Defaults Upon Senior Securities.
Not Applicable.
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.
There were no reports filed on Form 8-K.
Exhibits filed herewith:
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Partnership has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
PROFUTURES LONG/SHORTH GROWTH FUND, L.P.
(Partnership)
By /s/ Gary D. Halbert
---------------------------------
Gary D. Halbert, President
ProFutures, Inc., General Partner