FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2004 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-9202 THE FUTURE FUND (Exact name of registrant as specified in its charter) State of jurisdiction or incorporation (Illinois) IRS EMPLOYER ID NO. #36-3033727 C/0 HEINOLD ASSET MANAGEMENT INC. ONE FINANCIAL PLACE 440 S. LASALLE ST-20 FLOOR CHICAGO ILLINOIS 60605 PHONE NUMBER (312) 663-7500 SAME (Former name, former address and former fiscal year, if changed) 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 shortened 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 1 PART I. FINANCIAL INFORMATION ITEM I. FINANCIAL STATEMENTS THE FUTURE FUND (An Illinois Limited Partnership) STATEMENTS OF FINANCIAL CONDITION 1/31/2004 10/31/2003 (UNAUDITED) ASSETS Investments in affiliated general partnerships $5,506,436 $4,912,003 Due from affiliated broker 3,133,652 3,618,402 Other assets 21,208 5,658 ---------- ---------- Total assets $8,661,296 $8,536,063 ========== ========== LIABILITIES & PARTNERS' EQUITY Brokerage commissions payable to Affiliate $ 50,414 $ 49,703 Redemptions payable 24,121 24,789 Management fees payable to Trading Manager 28,444 28,045 Incentive fees payable to Trading Manager 2,405 -- Other liabilities 18,894 15,523 ---------- ---------- Total liabilities 124,278 118,060 ========== ========== Partners' equity: Limited Partners (6,859 and 7,057 units outstanding at January 31, 2004 and October 31, 2003) 8,271,687 8,163,518 General Partner (220 units outstanding at January 31, 2004 and October 31, 2003) 265,331 254,485 ---------- ---------- Total partners' equity 8,537,018 8,418,003 ---------- ---------- Total liabilities and partners' equity $8,661,296 $8,536,063 ========== ========== Net asset value per outstanding unit of partnership interest $ 1,206.05 $ 1,156.75 ========== ========== THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS 2 THE FUTURE FUND (An Illinois Limited Partnership) STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED JANUARY 31, 2004 and 2003 (UNAUDITED) 2004 2003 Equity in income (loss) of affiliated general partnerships: Net realized trading gains on closed contracts $ 809,584 $ 263,912 Change in net unrealized gains or losses on open contracts (196,274) 496,095 --------- --------- 613,310 760,007 Interest income 13,316 19,826 --------- --------- 626,626 779,833 Expenses: Brokerage commissions paid to Affiliate 150,018 154,771 Management fees paid to Trading Manager 84,658 87,476 Incentive fee paid to Trading Manager 15,994 30,471 Other administrative expenses 22,500 13,000 --------- --------- Total expenses 273,170 285,718 --------- --------- Net income $ 353,456 $ 494,115 ========= ========= Net income allocated to General Partner $ 10,846 $ 14,855 Net income allocated to Limited Partners $ 342,610 $ 479,260 Net income for a unit of partnership interest (for a unit outstanding throughout the period) $ 49.30 $ 67.52 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS 3 THE FUTURE FUND (An Illinois Limited Partnership) STATEMENTS OF CHANGES IN PARTNERS' EQUITY FOR THE THREE MONTHS ENDED JANUARY 31, 2004 (UNAUDITED) Limited General Partners Partner Total -------- ------- ----- Partners' equity at October 31, 2003 $ 8,163,518 $ 254,485 $ 8,418,003 Redemption of 198 units of limited partnership interest (234,441) -- (234,441) Net income 342,610 10,846 353,456 ----------- ----------- ----------- Partners' equity at January 31, 2004 $ 8,271,687 $ 265,331 $ 8,537,018 =========== =========== =========== THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS 4 THE FUTURE FUND (An Illinois Limited Partnership) STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED JANUARY 31, 2004 and 2003 (UNAUDITED) 2004 2003 Cash flows from operating activities: Net income $ 353,456 $ 494,115 Adjustments to reconcile net income to net cash provided by operating activities: Change in assets and liabilities: Investment in affiliated general partnerships (594,433) 459,027 Due from affiliated broker 484,750 (676,144) Other assets (15,550) -- Brokerage commissions payable to Affiliate 711 1,294 Management fees payable to Trading Manager 399 849 Incentive fees payable to Trading Manager 2,405 23,352 Other liabilities 3,371 (4,667) --------- --------- Net cash provided by operating activities 235,109 297,826 Cash flows from financing activities: Redemption of limited partnership interests (235,109) (297,826) Net change in cash -- -- Cash at beginning of period -- -- --------- --------- Cash at end of period $ -- $ -- ========= ========= THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS 5 THE FUTURE FUND (An Illinois Limited Partnership) NOTES TO JANUARY 31, 2004 FORM 10-Q FINANCIAL STATEMENTS (UNAUDITED) The unaudited interim financial statements of the Future Fund (the "Partnership") included herein have been prepared in conformity with accounting principles generally accepted in the United States for interim financial information and rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the unaudited interim financial statements reflect all adjustments, which are of a normal recurring nature, necessary for the fair presentation of financial position, results of operations, changes in partners' equity and cash flows of the Partnership for the interim periods presented and are not necessarily indicative of a full year's results. In preparing the unaudited interim financial statements, management is required to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ from those estimates. Certain prior year amounts have been reclassified to conform to current year presentation. The financial statements should be read in conjunction with the Partnership's audited financial statements for the year ended October 31, 2003. RECENT ACCOUNTING PRONOUNCEMENT In January 2003, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 46, Consolidation of Variable Interest Entities ("FIN 46"). FIN 46 addresses consolidation by business enterprises of variable interest entities. In August 2003, the FASB delayed the effective date of FIN 46 for non-registered investment companies that currently account for their investments in accordance with the specialized accounting guidance in the AICPA Audit and Accounting Guide, Audits of Investment Companies (the "Audit Guide"). The Partnership accounts for its investments in this manner and thus is subject to the deferral. The FASB delayed the effective date while the AICPA finalizes its Statement of Position ("SOP") on the clarification of the scope of the Audit Guide and accounting by the parent companies and equity method investors for investments in investment companies. When the AICPA issues the final SOP, the FASB will consider modifying paragraph 4(e) of Interpretation 46 to provide an exception for companies that apply the Audit Guide as revised by the SOP. As General Partner of the Partnership, Heinold Asset Management, Inc. has not yet determined if the Partnership would be required to consolidate certain affiliated General Partnerships if FIN 46 becomes effective for the Partnership. Each of these related party entities are described in further detail in Note 4 of the Partnership's audited financial statements for the year ended October 31, 2003. The General Partner estimates that the Partnership's maximum exposure to loss as a result of its involvement with these affiliated General Partnerships is limited to their carrying value as recorded in the Statement of Financial Condition. 6 THE FUTURE FUND (An Illinois Limited Partnership) NOTES TO FORM 10-Q FINANCIAL STATEMENTS (CONTINUED) INVESTMENTS IN AFFILIATED GENERAL PARTNERSHIPS At January 31, 2004, investments in and capital committed t0 Account Partnerships were as follows: ALLOCATED ASSETS ---------------------------- TOTAL TRADING ACCOUNT PARTNERSHIP INVESTMENT CAPITAL Heinold General Partnership Account III $2,121,626 $2,553,150 Heinold General Partnership Account IV 1,479,232 3,109,709 Heinold General Partnership Account XI 1,905,578 2,870,267 ---------- ---------- $5,506,436 $8,533,126 ========== ========== At October 31, 2003, investments in and capital committed to Account Partnerships were as follows: ALLOCATED ASSETS ---------------------------- TOTAL TRADING ACCOUNT PARTNERSHIP INVESTMENT CAPITAL Heinold General Partnership Account III $1,945,630 $2,518,838 Heinold General Partnership Account IV 1,292,829 3,100,418 Heinold General Partnership Account XI 1,673,544 2,794,316 ---------- ---------- $4,912,003 $8,413,572 ========== ========== Each of the General Partnerships had total assets (no liabilities) consisting of the following at January 31, 2004: NET DUE FROM UNREALIZED AFFILIATED GAIN ON ACCOUNT PARTNERSHIP BROKER CONTRACTS TOTAL Heinold General Partnership Account III $4,605,748 $ 48,635 $4,654,383 Heinold General Partnership Account IV 3,169,236 75,876 3,245,112 Heinold General Partnership Account XI 3,810,792 369,630 4,180,422 7 THE FUTURE FUND (An Illinois Limited Partnership) NOTES TO FORM 10-Q FINANCIAL STATEMENTS (CONTINUED) Each of the General Partnerships had total assets (no liabilities) consisting of the following at October 31, 2003: NET DUE FROM UNREALIZED AFFILIATED GAIN ON ACCOUNT PARTNERSHIP BROKER CONTRACTS TOTAL Heinold General Partnership Account III $4,143,995 $ 109,420 $4,253,415 Heinold General Partnership Account IV 2,450,898 375,404 2,826,302 Heinold General Partnership Account XI 3,218,004 440,590 3,658,594 The Partnership's ownership percentage of the total assets of each Account Partnership as of January 31, 2004 and October 31, 2003, and the proportionate share of Account Partnership income for the months then ended was 45.58% and 45.74%, respectively. Each of the General Partnerships had total income (no expenses) from net realized and unrealized trading gains consisting of the following for the three months ended January 31, 2004 and 2003: ACCOUNT PARTNERSHIP 2004 2003 Heinold General Partnership Account III $ 400,969 $ 288,483 Heinold General Partnership Account IV 418,811 604,279 Heinold General Partnership Account V -- 253,217 Heinold General Partnership Account XI 521,828 547,510 ---------- ---------- $1,341,608 $1,693,489 ========== ========== The Partnership was allocated $613,310 and $760,007 for the three months ended January 31, 2004 and 2003, respectively. 8 THE FUTURE FUND (An Illinois Limited Partnership) Item 2. Management's Discussion and Analysis of Financial Condition as of January 31, 2004 and Operating Results for the Three Months Ended January 31, 2004 and January 31, 2003 Note A: January 31, October 31, 2004 2003 (Unaudited) ---------- ---------- Partners' equity $8,537,018 $8,418,003 Partners' equity at January 31, 2004 increased from Partners' equity at October 31, 2003 due to net income exceeding redemptions for the period. Net income for the period of 4.2% and total redemptions of 2.8% caused a net increase in total Partner's equity of 1.4% for the period. For the three-month period ending January 31, 2004, the Partnership's Net Asset Value per Unit increased from $1,156.75 at October 31, 2003 to $1,206.05, representing a 4.3% gain. The difference between the net income percentage and the percentage gain in Net Asset Value per Unit is due to the timing of capital transactions. Note B: Three Three months months ended ended 1/31/2004 1/31/2003 (Unaudited) (Unaudited) ----------- ----------- Net Realized and Change in Net Unrealized Trading Gains $613,310 $760,007 The three months ended January 31, 2004 showed strong profits overall, after starting out the period with negative results. Losses were posted early in the quarter, most notably due to volatility in crude oil prices. After rising due to terrorist attacks overseas being seen as a potential supply threat, the market plummeted after the US Energy Department reported significant reserves, causing values to decline amidst heavy selling of crude oil futures, forcing long positions to be liquidated at a loss. Later in the quarter, gains were posted in long metals positions due to growing physical demand in industrial metals, particularly copper. Long positions in precious metals such as gold and silver were also profitable, partially driven by the continued decline of the US Dollar. The decreasing power of the dollar against most other major currencies also created opportunities in foreign exchange trading, particularly short US Dollar positions and long positions in the Euro, Japanese Yen and British Pound. S&P 500 Index futures benefited from an upward price trend mid-quarter, as strong retail sales and increasing economic optimism pushed the equity markets higher. The current quarter's trading gains were similar to, however not as substantial as, those of a year ago. For the three months ended January 31, 2003, gains were seen in both agricultural products and metals, most notably long gold positions as the demand for gold increased due to renewed interest as a safe investment in uncertain times. Long positions on crude oil were also profitable, as the price for oil rose due to continuing tensions in the Middle East. The weakening US Dollar continued to decline in light of potential conflicts with Iraq and North Korea, short positions against other major currencies such as the Euro and the Swiss Franc created significant profits. 9 THE FUTURE FUND (An Illinois Limited Partnership) Item 4. Controls and Procedures Management, including the Partnership's Chief Executive Officer and Chief Financial Officer, has made an evaluation of the effectiveness of the design and operation of the Partnership's disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. During the period covered by the report, there was no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Partnership's internal control over financial reporting. Based upon the evaluation, the Chief Executive Officer and Chief Financial officer have concluded, as of the end of the period covered by this report, that the Partnership's disclosure controls and procedures are effective to ensure that all material information required to be filed in this report has been known to them, as appropriate to allow timely decisions regarding required disclosure. Item 6. Exhibits 31.1 Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 10 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 on the 2nd day of March, 2004. THE FUTURE FUND By HEINOLD ASSET MANAGEMENT, INC. General Partner By /s/ Thomas M. Harte ----------------------------- Thomas M. Harte President and Chief Executive Officer By /s/ Ira Polk ----------------------------- Ira Polk Chief Financial Officer 11