SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission file number ____333-61217______
Atlas Futures Fund, Limited Partnership
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 51-0380494
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
5916 N. 300 West, Fremont, IN 46737
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (260) 833-1505
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Former Name, Address and Fiscal Year, if Changed, Since Last Report
No such changes occurred
Indicate by check [X] whether the registrant (1)has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
Part 1 - FINANCIAL INFORMATION
Item 1. Financial Statements.
The reviewed financial statements for the Registrant for the first quarter
ended March 31, 2003, and audited results for the calendar year 2002 are
attached hereto and made a part hereof.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
During the past quarter and in the future, Registrant, did and will, pursuant
to the terms of the Limited Partnership Agreement, engage in the business of
speculative trading of commodity futures and options markets through the
services of its commodity trading advisor, Clarke Capital Management, Inc.
The Units are sold through the broker dealer selected by the General Partner,
Futures Investment Company, at the Net Asset Value per Unit as of the close
of business on the last day of the month in which subscriptions are received
by the General Partner.
The Registrant will continue to offer Units for sale to the public via its
fully amended and restated prospectus dated August 10, 2001 and Supplement
thereto dated February 25, 2003 until the total amount of registered
securities, $15,000,000, is sold or the offering terminates.
To obtain a return of invested capital or appreciation, if any, purchasers of
Units must look solely to the redemption feature of the Partnership or to the
General Partner, in its sole judgment, to elect to make distributions. There
is no current market for the Units sold and none is expected to develop nor
is the General Partner expected to make distributions.
Part II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) None
(b) None
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Form 10-Q for the
period ended March 31, 2003, to be signed on its behalf by the undersigned,
thereunto duly authorized.
Registrant: Atlas Futures Fund, Limited Partnership
By Ashley Capital Management,
Incorporated
Its General Partner
By: /s/ Shira Del Pacult
Ms. Shira Del Pacult
Sole Director, Sole Shareholder,
President, and Treasurer of the
General Partner
Date: May 15, 2003
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ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
FOR THE THREE MONTHS ENDED
MARCH 31, 2003 AND 2002
(A Review)
GENERAL PARTNER:
Ashley Capital Management, Inc.
% Corporate Systems, Inc.
101 North Fairfield Drive
Dover, Kent County, Delaware 19901
To The Partners
Atlas Futures Fund, Limited Partnership
Dover, Kent County, Delaware
We have reviewed the balance sheet, including the schedule of
investments, of ATLAS FUTURES FUND, LIMITED PARTNERSHIP as of March 31, 2003
and the related statements of operations, partners' equity and cash flows for
the three months ended March 31, 2003 and 2002. These financial statements
are the responsibility of the Partnership's management.
We conducted our review in accordance with standards established by
the American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquires of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with auditing standards generally accepted in the
United States, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole. Accordingly, we do not
express such an opinion.
Based on our review we are not aware of any material modifications
that should be made to the financial statements referred to above for them to
be in conformity with accounting principles generally accepted in the United
States.
We have previously audited, in accordance with auditing standards
generally accepted in the United States, the balance sheet, including the
schedule of investments, of ATLAS FUTURES FUND, LIMITED PARTNERSHIP as of
December 31, 2002 and the related statements of operations, partner's equity
and cash flows for the year then ended (not presented herein); and in our
report dated February 11, 2003, we expressed an unqualified opinion on these
financial statements. In our opinion, the information set forth in the
accompanying balance sheet as of December 31, 2002 is fairly stated, in all
material respects, in relation to the balance sheet from which it has been
derived.
/s/ Frank L. Sassetti & Co.
Frank L. Sassetti & Co.
May 2, 2003
Oak Park, Illinois
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
BALANCE SHEETS
MARCH 31, 2003 AND DECEMBER 31, 2002
ASSETS
March 31,
2003 Dec 31,
(A Review) 2002
Cash (Note 7) $ 201 $ 111,876
United States Treasury Obligations (Note 6) 3,988,625 3,190,667
Accrued interest receivable 8,962 6,860
Prepaid trading commissions 6,955 252
Due from limited partners 136,400
Equity in Commodity Futures Trading Accounts -
Cash (Note 6) 3,664,641 1,785,556
Net unrealized gain on open commodity futures
contracts (Note 8) 2,860 1,183,957
$7,808,644 $6,279,168
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES
Accrued management fees payable $ 12,620 $
Accrued incentive fees payable 366,519
Accrued accounting and auditing fees payable 8,275 6,500
Sales commissions payable 4,980
Partner redemptions payable 894,195 72,578
Total Liabilities 1,286,589 79,078
PARTNERS' EQUITY
Limited partners - (4,102.88 and 4,727.47 units) 6,522,055 6,200,090
General partner - (0 units)
Total Partners' Equity 6,522,055 6,200,090
$7,808,644 $6,279,168
The accompanying notes are an integral part
of the financial statements
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(A Review)
2003 2002
REVENUES
Realized gain (loss) on trading futures $3,015,220 $ (547,627)
Realized gain (loss) on exchange rate fluctuations 22,334 (8,335)
Change in unrealized (loss) gain on open commodity
futures contracts (1,181,098) 273,675
Interest income 18,005 21,167
Redemption penalty 735 1,509
Total Revenues 1,875,196 (259,611)
EXPENSES
Commissions 152,753 107,344
Incentive fees 366,519
Management fees 33,442 28,583
Professional accounting and legal fees 31,927 18,561
Other operating and administrative expenses 630 250
Total Expenses 585,271 154,738
NET INCOME (LOSS) $1,289,925 $ (414,349)
NET INCOME (LOSS)
Limited partnership unit $ 278.00 $ (81.34)
General partnership unit $ $
The accompanying notes are an integral part
of the financial statements
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(A Review)
2003 2002
Amount Units Amount Units
Beginning balance - December 31 $6,200,090 4,727.47 $6,102,458 5,163.32
Partner additions 181,420 112.66 47,031 41.82
Partner withdrawals (1,149,380) (737.25) (253,530) (229.34)
Net Income (Loss) 1,289,925 (414,349)
Ending Balance - March 31 $6,522,055 4,102.88 $5,481,610 4,975.80
2002 2002
Value per unit $1,589.63 $1,101.65
Total partnership units 4,102.88 4,975.80
The accompanying notes are an integral part
of the financial statements
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(A Review)
2003 2002
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $1,289,925 $ (414,349)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities -
Changes in operating assets and liabilities -
Equity in Commodity Futures Trading Accounts (697,988) 525,262
Accrued interest receivable (2,102) 1,139
U.S. Treasury Obligations (797,958) (1,092)
Accrued commissions payable (1,723) (13,578)
Management and incentive fees payable 379,139 (1,152)
Accounting and auditing fees payable 1,775 (5,817)
Net Cash Provided By
Operating Activities 171,068 90,413
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of units, net
of sales commissions 45,020 172,016
Partner cash redemptions (327,763) (189,748)
Net Cash Used In
Financing Activities (282,743) (17,732)
NET (DECREASE) INCREASE IN CASH (111,675) 72,681
CASH
Beginning of period 111,876 32,224
End of period $ 201 $ 104,905
The accompanying notes are an integral part
of the financial statements
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
SCHEDULE OF INVESTMENTS
MARCH 31, 2003
Contracts Value Percent
United States Commodity Futures Position,
Held Long
52 May '03 Soybean Meal $ (14,690) (0.19) %
Total Commodity Futures Positions Held Long (14,690) (0.19)
United States Commodity Futures Positions,
Sold Short
24 July '03 Kansas Wheat 28,200 0.37
26 May '03 New York Silver (1,300) (0.02)
Total United States Commodity Futures
Positions 26,900 0.35
Australian Commodity Futures Positions
Sold Short
25 June '03 3-Year Australian Treasury Bond (9,350) (0.12)
Total Commodity Futures Positions Sold Short 17,550 0.23
Net Commodity Futures Positions 2,860 0.04
The accompanying notes are an integral part
of the financial statements.
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
SCHEDULE OF INVESTMENTS
MARCH 31, 2003
Maturity
Value Value Percent
$4,000,000 United States Treasury Bills $3,988,625 52.10 %
Cash in Trading Accounts
United States Markets 2,628,226 34.33
Canadian Markets (36,636) (0.48)
Eurodollar Markets 995,544 13.00
British Pound Markets 130,442 1.70
Japanese Yen Markets 20,090 0.26
Australian Dollar Markets (73,025) (0.95)
Total Cash in Trading Accounts 3,664,641 47.86
Total Investments $7,656,126 100.00 %
The accompanying notes are an integral part
of the financial statements.
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2002
Contracts Value Percent
United States Commodity Futures Positions,
Held Long
42 March '03 US Treasury Bond $ 17,719 0.29 %
42 March '03 10-Year Treasury Notes 32,813 0.53
41 March '03 5-Year Treasury Notes 54,484 0.88
83 March '03 2-Year Treasury Notes 79,281 1.29
21 March '03 New York Sugar 1,176 0.02
21 February '03 New York Unleaded Gas (36,427) (0.59)
21 February '03 New York #2 Heating Oil (45,335) (0.74)
21 March '03 New York Cotton (4,350) (0.07)
21 March '03 New York Silver 5,360 0.09
41 February '03 New York Gold 75,420 1.22
41 March '03 British Pound 48,800 0.79
102 March '03 Swiss Franc 366,275 5.95
81 March '03 Euro Foreign Exchange 359,588 5.84
106 March '03 Eurodollar 16,788 0.27
21 January '03 Gas Oil (17,325) (0.28)
21 February '03 Brent Crude 22,680 0.37
Total United States Commodity Futures Positions 976,947 15.86
Australian Commodity Futures Positions, Held Long
21 March '03 90 Day Australian Bill 857 0.01
42 March '03 3-Year Australian Treasury Bond 7,027 0.12
Total Australian Commodity Futures Positions 7,884 0.13
European Commodity Futures Positions, Held Long
40 March '03 Euribor 12,838 0.21
21 March '03 2-Year German Euro Schatz 4,622 0.08
20 March '03 10-Year German Euro Bund 34,794 0.56
Total European Commodity Futures Positions 52,254 0.85
The accompanying notes are an integral part
of the financial statements.
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2002
Contracts Value Percent
British Commodity Futures Positions, Held Long
61 June '03 Short Sterling $ 12,933 0.21 %
41 March '03 Long Gilt 42,788 0.69
Total British Commodity Futures Positions 55,721 0.90
Japanese Commodity Futures Positions, Held Long
21 April '03 Rubber 2,658 0.04
22 October '03 Gold 20,053 0.33
Total Japanese Commodity Futures Positions 22,711 0.37
Total Commodity Futures Positions Held Long 1,115,517 18.11
United States Commodities Futures Positions,
Sold Short
20 March '03 New York Coffee 64,125 1.04
21 March '03 Mexican Peso 4,938 0.08
Total United States Commodity Futures Positions 69,063 1.12
Japanese Commodity Futures Positions, Sold Short
21 March '03 Euro Yen (623) (0.01)
Total Commodity Futures Positions Sold Short 68,440 1.11
Net Commodity Futures Positions 1,183,957 19.22
The accompanying notes are an integral part
of the financial statements.
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2002
Maturity
Value Value Percent
$3,200,000 United States Treasury Bills $3,190,667 51.80 %
Cash in Trading Accounts
United States Markets 1,163,497 18.89
Canadian Markets (34,209) (0.55)
Eurodollar Markets 676,612 10.98
British Pound Markets 84,526 1.37
Japanese Yen Markets (35,561) (0.58)
Australian Dollar Markets (69,309) (1.13)
Total Cash in Trading Accounts 1,785,556 28.98
Total Investments $6,160,180 100.00 %
The accompanying notes are an integral part
of the financial statements.
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2003 AND 2002
(A Review)
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Atlas Futures Fund, Limited Partnership (the Fund) was formed January
12, 1998 under the laws of the State of Delaware. The Fund is engaged in
speculative trading of futures contracts in commodities, which commenced in
October, 1999. Ashley Capital Management, Inc. is the General Partner and
the commodity pool operator (CPO) of Atlas Futures Fund, Limited Partnership.
The commodity trading advisor (CTA) is Clarke Capital Management, who has the
authority to trade so much of the Fund's equity as is allocated to it by the
General Partner.
Income Taxes - In accordance with the generally accepted method of
presenting partnership financial statements, the financial statements do not
include assets and liabilities of the partners, including their obligation
for income taxes on their distributive shares of the net income of the Fund
or their rights to refunds on its net loss.
Registration Costs - Costs incurred for the initial filings with the
Securities and Exchange Commission, Commodity Futures Trading Commission,
National Futures Association (the "NFA") and the states where the offering
was made were accumulated, deferred and charged against the gross proceeds of
offering at the initial closing as part of the offering expense. The Fund
remains open to new partners, and incurs costs required to retain the ability
to issue new units. Such costs are treated in a similar manner. Costs of
recurring annual and quarterly filings with regulatory agencies are expensed
as incurred.
Revenue Recognition - Commodity futures contracts are recorded on the
trade date and are reflected in the balance sheet at the difference between
the original contract amount and the market value on the last business day of
the reporting period.
Market value of commodity futures contracts is based upon exchange or
other applicable market best available closing quotations.
Use of Accounting Estimates - The preparation of financial statements
in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amount
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and reported amounts of revenues and
expenses during the reporting period. Actual results could differ from these
estimates.
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2003 AND 2002
(A Review)
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
Statement of Cash Flows - For purposes of the Statement of Cash
Flows, the Fund considers only cash and money market funds to be cash
equivalents. There were no cash equivalents as of March 31, 2003 and 2002.
Net cash provided by operating activities include no cash payments for
interest or income taxes for the three months ended March 31, 2003 and 2002.
2. GENERAL PARTNER DUTIES
The responsibilities of the General Partner, in addition to directing
the trading and investment activity of the Fund, include executing and filing
all necessary legal documents, statements and certificates of the Fund,
retaining independent public accountants to audit the Fund, employing
attorneys to represent the Fund, reviewing the brokerage commission rates to
determine reasonableness, maintaining the tax status of the Fund as a limited
partnership, maintaining a current list of names, addresses and numbers of
units owned by each Limited Partner and taking such other actions as deemed
necessary or desirable to manage the business of the Partnership.
3. THE LIMITED PARTNERSHIP AGREEMENT
The Limited Partnership Agreement provides, among other things, that
- -
Capital Account - A capital account shall be established for each
partner. The initial balance of each partner's capital account shall be the
amount of the initial contributions to the partnership.
Monthly Allocations - Any increase or decrease in the Partnership's
net asset value as of the end of a month shall be credited or charged to the
capital account of each Partner in the ratio that the balance of each account
bears to the total balance of all accounts.
Any distribution from profits or partners' capital will be made
solely at the discretion of the General Partner.
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2003 AND 2002
(A Review)
3. THE LIMITED PARTNERSHIP AGREEMENT - CONTINUED
Allocation of Profit and Loss for Federal Income Tax Purposes - As of
the end of each fiscal year, the Partnership's capital gain or loss and
ordinary income or loss shall be allocated among the Partners, after having
given effect to the fees of the General Partner and the Commodity Trading
Advisors and each Partner's share of such items are includable in the
Partner's personal income tax return.
Redemption - No partner may redeem or liquidate any Units until after
the lapse of six months from the date of the investment. Thereafter, a
Limited Partner may withdraw, subject to certain restrictions, any part or
all of his units from the Partnership at the Net Asset Value per Unit on the
last day of any month with ten days prior written request to the General
Partner. A redemption fee payable to the Partnership of a percentage of the
value of the redemption request is charged during the first 24 months of
investment pursuant to the following schedule:
4% if such request is received ten days prior to the last trading day
of the sixth month after the date of the partner's investment in the Fund
3% if such request is received during the seventh to twelfth month
after the investment.
2% if such request is received during the thirteenth to eighteenth
month.
1% if such request is received during the nineteenth to twenty-fourth
month.
0% thereafter.
4. FEES
The Fund is charged the following fees on a monthly basis since the
commencement of trading.
A management fee of 3% (annual rate) of the Fund's net assets
allocated to each CTA to trade will be paid to each CTA and 1% of equity to
the Fund's General Partner. Effective November 1, 2000, the management fee
allocated to each CTA was decreased to 0% (annual rate) and the management
fee allocated to the Fund's General Partner was increased to 2% (annual rate)
of the Fund's net assets.
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2003 AND 2002
(A Review)
4. FEES - CONTINUED
An incentive fee of 20% of "new trading profits" will be paid to each
CTA. "New trading profits" includes all income earned by each CTA and
expense allocated to his activity. "New trading profits" are computed and
paid quarterly. In the event that trading produces a loss, no incentive fees
will be paid and all losses will be carried over to the following quarter
until profits from trading exceed the loss. Effective November 1, 2000, the
incentive fee was increased to 25% of "new trading profits."
The Fund will pay fixed commissions of 9% (annual rate) of assets
assigned to be traded, payable monthly, to the Introducing Broker affiliated
with the General Partner. The Affiliated Introducing Broker will pay the
costs to clear the trades to the futures commission merchant and all PIT
Brokerage costs which shall include the NFA and exchange fees.
5. REALIZED GAIN ON EXCHANGE RATE FLUCTUATIONS
Certain trades executed by the Fund are denominated in foreign
currencies. Gains and losses on these transactions are recorded as futures
trading gains or losses at the U. S. dollar equivalent on the date the trade
is settled. Exchange rate fluctuation gain or loss is reflected when
residual amounts of foreign currencies are reconverted to U. S. dollars.
6. PLEDGED ASSETS
The U. S. Treasury Obligations and Cash in trading accounts are
pledged as collateral for commodities trading on margin.
7. CONCENTRATIONS
The Fund maintains its cash balances at a high credit quality
financial institution. The balances may, at times, exceed federally insured
credit limits.
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2003 AND 2002
8. OFF BALANCE SHEET RISK
As discussed in Note 1, the Fund is engaged in speculative trading of
futures contracts in commodities. The carrying amounts of the Fund's
financial instruments and commodity contracts generally approximate their
fair values. Open commodity contracts had gross contract value of $1,193,790
and $9,930,482 on long positions as of March 31, 2003 and 2002, respectively.
Open commodity contracts had gross contract value of $4,750,910 and
$20,136,027 on short positions as of March 31, 2003 and 2002, respectively.
Although the gross contract values of open commodity contracts
represent market risk, they do not represent exposure to credit risk, which
is limited to the current cost of replacing those contracts in a gain
position. The unrealized gain on open commodity futures contracts at March
31, 2003 and 2002 was $2,860 and $1,183,957, respectively.