10-Q 1 a10q3-03.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended 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 --------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 51-0380494 ------- ---------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 5916 N. 300 West, Fremont, IN 46737 ---------------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code (260) 833-1505 ------------------------------------------------------------------------ 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 ******************************************************************************* 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.