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UNITED STATES
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 Quarterly Period Ended September 30, 2003
------------------
( ) TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ______________ TO _____________
COMMISSION FILE NO. 000-23529
---------
I.R.S. Employer Identification No. 22-678474
THE WILLOWBRIDGE FUND L.P.
(a Delaware Partnership)
4 Benedek Road,
Princeton, New Jersey 08540
Telephone 609-921-0717
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
--- ----
THE WILLOWBRIDGE FUND L.P.
INDEX TO FORM 10-Q
PART I - FINANCIAL INFORMATION
Page
Item 1. Financial Statements ..............................................3
Interim Unaudited Condensed Statements of Financial
Condition as of September 30, 2003 and December 31, 2002...........3
Unaudited Interim Condensed Statements of Income for
the Three Months Ended September 30, 2003 and 2002 and for
the Nine Months Ended September 30, 2003 and 2002..................4
Unaudited Interim Condensed Statement of Changes in Partners'
Capital for the Nine Months Ended September 30, 2003 ..............5
Notes to Unaudited Interim Condensed Financial
Statements.........................................................6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.........................................10
Item 3. Quantitative and Qualitative Disclosures About Market Risk........14
Item 4. Market Price of and Dividends on the Registrant's Common
Equity and Related Stockholder Matters............................15
Item 5. Controls and Procedures...........................................16
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.................................................16
Item 2. Changes in Securities and Use of Proceeds.........................16
Item 3. Defaults Upon Senior Securities...................................16
Item 4. Submission of Matters to a Vote of Security Holders...............16
Item 5. Other Information.................................................16
Item 6. Exhibits and Reports on Form 8-K..................................16
2
PART I - FINANCIAL INFORMATION
Item 1. Condensed Financial Statements
THE WILLOWBRIDGE FUND L.P.
INTERIM UNAUDITED CONDENSED STATEMENTS OF FINANCIAL CONDITION
AS OF SEPTEMBER 30, 2003 AND DECEMBER 31, 2002
- ---------------------------------------------------------------------------------------
September 30, December 31,
2003 2002
ASSETS
CASH IN BANK $ 1,216,804 $ 1,364,472
EQUITY IN COMMODITY FUTURES TRADING ACCOUNT:
Due from broker 27,237,044 25,084,626
Net unrealized gain on open positions 8,446,654 3,021,151
----------- -----------
TOTAL EQUITY IN COMMODITY FUTURES TRADING ACCOUNT 35,683,698 28,105,777
PREPAID EXPENSES 75,094 -
RECEIVABLE FROM GENERAL PARTNER 104,754 43,851
INTEREST RECEIVABLE 4,328 5,381
----------- -----------
TOTAL ASSETS $37,084,678 $29,519,481
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
Prepaid Subscriptions $ 270,182 $ 210,274
Accrued Incentive Fees 1,136,588 -
Accrued Management Fees 84,043 71,874
Redemptions Payable 189,462 1,081,906
Sales Commissions 1,740 1,400
Other Accrued Expenses 33,040 36,280
----------- -----------
1,715,055 1,401,734
PARTNERS' CAPITAL:
Limited partners (4,590.5278 and 4,338.6367
fully redeemable units at September 30,
2003 and December 31, 2002, respectively) 34,470,374 27,365,555
General partner (119.7501 and 119.2550 fully
redeemable units at September 30,
2003 and December 31, 2002, respectively) 899,249 752,192
----------- -----------
35,369,623 28,117,747
TOTAL LIABILITIES AND PARTNERS' CAPITAL ----------- -----------
$37,084,678 $29,519,481
=========== ===========
NET ASSET VALUE PER UNIT
(Based on 4,710.2779 and 4,457.8917 units
outstanding at September 30, 2003 and
December 31, 2002, respectively) $ 7,509.03 $ 6,307.41
=========== ===========
See Notes to Unaudited Interim Condensed Financial Statements
3
THE WILLOWBRIDGE FUND L.P.
UNAUDITED INTERIM CONDENSED STATEMENTS OF INCOME
- -----------------------------------------------------------------------------------------------------------------------------
For the three For the three For the nine For the nine
months ended months ended months ended months ended
September 30 September 30, September 30, September 30,
2003 2002 2003 2002
INCOME:
Gains on trading of commodity
futures, forwards and options:
Realized (losses) gains on closed positions - net $(4,110,532) $13,289,203 $ 3,196,545 $ 14,345,598
Net change in unrealized gains/losses on open
positions 9,161,277 (7,253,789) 5,425,502 (348,430)
----------- ------------ ----------- -------------
Total trading profits - net 5,050,745 6,035,414 8,622,047 13,997,168
Interest income 57,853 126,229 212,160 306,626
----------- ------------ ----------- -------------
Total income 5,108,598 6,161,643 8,834,207 14,303,794
EXPENSES: ----------- ------------ ----------- -------------
Brokerage commissions 320,806 288,128 948,408 2,138,560
Incentive fees 1,136,588 1,421,057 1,604,275 705,400
Management fees 154,337 144,502 454,130 398,709
Administrative expenses 87,103 44,796 259,941 124,500
----------- ------------ ----------- -------------
Total expenses 1,698,834 1,898,483 3,266,754 3,367,169
----------- ------------ ----------- -------------
NET INCOME $ 3,409,764 $ 4,263,160 $ 5,567,453 $ 10,936,625
=========== ============ =========== =============
NET INCOME:
Limited partners $ 3,323,424 $ 4,164,059 $ 5,424,386 $ 10,669,215
=========== ============ =========== =============
General partner $ 86,340 $ 99,101 $ 143,067 $ 267,410
=========== ============ =========== =============
NET INCOME PER UNIT $ 722.30 $ 835.10 $ 1,201.62 $ 2004.18
=========== ============ =========== =============
See Notes to Unaudited Interim Condensed Financial Statements
4
THE WILLOWBRIDGE FUND L.P.
UNAUDITED INTERIM CONDENSED STATEMENT OF CHANGES IN PARTNERS' CAPITAL
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003
- -------------------------------------------------------------------------------------------------------------------------------
Total
General Partner Limited Partners Partners'
Units Amount Units Amount Capital
---------------------------- ------------------------------- ---------------
PARTNERS' CAPITAL, DECEMBER 31, 2002 119.2550 $ 752,192 4,338.6367 $ 27,365,555 $ 28,117,747
Additions 5.6638 38,990 695.0942 4,763,179 4,802,169
Redemptions (5.1687) (35,000) (443.2031) (3,082,746) (3,117,746)
Net income - 143,067 - 5,424,386 5,567,453
---------- ---------- ----------- ------------- -------------
PARTNERS' CAPITAL, SEPTEMBER 30, 2003 119.7501 $ 899,249 4,590.5278 $ 34,470,374 $ 35,369,623
========== ========== =========== ============= =============
See Notes to Unaudited Interim Condensed Financial Statements
5
THE WILLOWBRIDGE FUND L.P.
NOTES TO UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
- -------------------------------------------------------------------------------
1. GENERAL
The accompanying unaudited interim condensed financial statements of the
Willowbridge Fund L.P. (the "Partnership") have been prepared pursuant to the
rules and regulations for reporting on Form 10-Q. Accordingly, certain
information and footnotes required by accounting principles generally accepted
in the United States of America for complete financial statements are not
included herein. Interim statements are subject to possible adjustments in
connection with the annual audit of the Partnership's financial statements for
the full year. In the opinion of Ruvane Investment Corporation (the "General
Partner"), all adjustments necessary for a fair presentation of these interim
condensed financial statements have been included and are of a normal and
recurring nature.
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, the Partnership has elected
not to provide a Statement of Cash Flows.
2. ORGANIZATION
The Partnership, a Delaware limited partnership, was organized on January 24,
1986. The Partnership is engaged in the speculative trading of commodity
futures contracts, options on commodities or commodity futures contracts and
forward contracts. The General Partner is registered as a Commodity Pool
Operator and a Commodity Trading Advisor with the Commodity Futures Trading
Commission. The General Partner is required by the Limited Partnership
Agreement, as amended and restated (the "Agreement") to contribute an amount
equal to one percent of the aggregate capital raised by the Partnership. The
Agreement requires that all subscriptions are subject to a one percent
administrative charge payable to the General Partner.
In accordance with the amendment to Section 5 of the Agreement, effective
January 16, 2003, the Partnership offers separate classes of limited
partnership interests, whereby interests which were already issued by the
Partnership will be designated as Class A interests. As per the offering
memorandum dated February 26, 2003, the Partnership plans to offer Class B
limited partnership interests in private offering pursuant to Regulation D as
adopted under section 4(2) of the Securities Act of 1933, as amended. The
Partnership will offer the Class B interest up to an aggregate of
$100,000,000. As of September 30, 2003, no Class B interests have been issued
by the Partnership.
Class B limited partnership interests will be allocated profits, losses and
fees on the basis described below in Note 3, "Allocation of Profits (Losses)
and Fees", except that Class B interests will be subject to redemption fees
and brokerage commissions which will be assessed as follows. The Class B
limited partnership interests will pay to the General Partner a flat-rate
monthly brokerage commission of up to approximately 0.58% of the net asset
value of the Class B limited partnership interests as of the beginning of each
month (a 7.0% annual rate). The General Partner will pay from this amount up
to 4% to properly registered selling agents as compensation for their ongoing
services to the Partnership as well as all floor brokerage, exchange, clearing
and NFA fees with respect to the Partnership's trading, but the Partnership
will pay all other execution costs, including give-up charges and service fees
assessed by certain forward dealing desks. To the extent that the General
Partner pays less than 4% to a selling agent with respect to any Class B
limited partnership interests sold by such selling agent, the brokerage fee
charged with respect to those Class B limited partnership interests will be
reduced accordingly.
Redemption fees apply through the first twelve months following purchase of
Class B limited partnership interests as follows: up to 4% of net asset value
per interest redeemed through the third month-end, up to 3% of the net asset
value per interest redeemed through the sixth month-end, up to 2% of net asset
value per unit redeemed through the ninth month-end and up to 1% of net asset
6
value per interests redeemed though the twelfth month-end. After the twelfth
month-end following purchase of a Class B limited partnership interest, no
redemption fees apply. Redemption fees will be paid to the General Partner.
The Partnership shall end on December 31, 2006 or earlier upon withdrawal,
insolvency or dissolution of the General Partner or a decline of greater
than fifty percent of the net assets of the Partnership as defined in the
Agreement, or the occurrence of any event which shall make it unlawful for
the existence of the Partnership to be continued.
3. SIGNIFICANT ACCOUNTING POLICIES
Due from Broker - Due from broker represents cash required to meet margin
requirements and excess funds not required for margin that are typically
invested in 30-day commercial paper and U.S. Treasury bills which are
carried at cost plus accrued interest, which approximates market.
Prepaid expenses - Prepaid expenses are comprised of the management fees paid
to the General Partner and the tax filing fees paid to the New Jersey division
of taxation. These amounts are being amortized on a straight-line basis by the
Partnership over the twelve-month period ending December 31, 2003. The fiscal
year 2003 management fee of $281,177 was pre-paid by the Partnership to the
General Partner in January 2003. As of September 30, 2003, approximately
$210,883 of this management fee had been amortized by the Partnership.
The General Partner is paid a management fee equal to approximately one
percent of the net assets of the Partnership (as defined in the Agreement) as
of the last day of the previous fiscal year-end. Such annual fees amounted to
$281,177 and $257,446 for the years 2003 and 2002, respectively.
Management fees earned by the General Partner for the quarters ended September
30, 2003 and 2002 were $70,294 and $64,362, respectively. Management fees
earned by the General Partner for the nine-month periods ended September 30,
2003 and 2002 were $210,883 and $193,085, respectively.
The Partnership also compensates Willowbridge Associates Inc ("Willowbridge")
the Commodity Trading Advisor ("CTA") by paying to it a quarterly incentive
fee of 25% of New Profits, if any. If any incentive fee is paid to
Willowbridge, Willowbridge will retain the amount paid regardless of any
subsequent decline in account value, but will not be eligible to receive
subsequent incentive fee payments until Willowbridge has recouped its losses
and earned New Profits. New Profits for the purpose of calculating
Willowbridge's incentive fee only, is defined as the excess (if any) of (A)
the net asset value of the Partnership as of the last day of any calendar
quarter (before deduction of incentive fees paid or accrued for such quarter),
over (B) the net asset value of the Partnership as of the last day of the most
recent quarter for which an incentive fee was paid or payable (after deduction
of such incentive fee). In computing New Profits, the difference between (A)
and (B) above shall be (i) increased by the amount of any distributions or
redemptions paid or accrued by the Partnership as of or subsequent to the date
in (B) through the date in (A), (ii) adjusted (either decreased or increased,
as the case may be) to reflect the amount of any additional allocations or
negative reallocations of Partnership assets from the date in (B) to the last
day of the quarter as of which the current incentive fee calculation is made,
and (iii) increased by the amount of any losses attributable to redemptions.
In addition, the Partnership pays the CTA a quarterly management fee of 0.25%
(1% per year) of the net asset value of the Partnership.
Revenue Recognition - Investments in swaps, commodity futures, options
and forward contracts are recorded on the trade date and open contracts are
recorded in the financial statements at their fair value on the last
business day of the reporting period. The difference between the original
contract amount and fair value is recorded in income as an unrealized gain
or loss. Fair value is based on quoted market prices. All commodity
futures, options and forward contracts and financial instruments are
recorded at fair value in the financial statements.
Commissions - Prior to July 31, 2002, commissions were charged to the
Partnership by the General Partner at an annual rate of 3.5 percent of the net
asset value of the Partnership as of the beginning of each month. Commencing
on August 1, 2002, the Partnership pays commissions to the General Partner at
7
an annual rate of 4.0 percent of the net asset value of the Partnership as of
beginning of each month. To the extent that actual commissions on the
Partnership's trading activity managed by Willowbridge exceeds 4.0 percent of
the net asset value of the Partnership as of the beginning of each month, the
General Partner will reimburse the Partnership for such excess. At September
30, 2003, $109,079 of excess commission was due from the General Partner. At
December 31, 2002, $45,407 of excess commission was due from the General
Partner.
Allocation of Profits (Losses) and Fees - Net realized and unrealized trading
gains and losses, interest income and other operating income and expenses are
allocated to the partners monthly in proportion to their capital account
balance, as defined in the Agreement.
Administrative Expenses - Administrative expenses include professional fees,
bookkeeping costs, and other charges such as registration fees, printing costs
and bank fees.
Income Taxes - Income taxes have not been provided in the accompanying
financial statements as each partner is individually liable for taxes, if any,
on his/her share of the Partnership's profits.
Redemptions - Limited partners may redeem some or all of their units at net
asset value per unit as of the last business day of each month on at least ten
days written notice to the General Partner.
Estimates - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
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 revenues and expenses during the reporting period. Estimates include the
determination of the fair value of certain investments in the absence of
active market closing prices, and the accrual of certain expenses, such as
professional fees. Actual results could differ from these estimates.
Recently Issued Accounting Pronouncements - In May 2003, the Financial
Accounting Standards Board ("FASB") issued Statement of Financial Accounting
Standards ("SFAS") No. 150, Accounting for Certain Financial Instruments with
Characteristics of Both Liabilities and Equity ("SFAS 150"). SFAS 150
clarifies the accounting for certain financial instruments with
characteristics of both liabilities and equity and requires that those
instruments be classified as a liability or, in certain circumstances, an
asset. SFAS 150 is effective for financial instruments entered into or
modified after May 31, 2003 and otherwise is effective at the beginning of the
first interim period beginning after June 15, 2003. The adoption of SFAS 150,
as of July 1, 2003, did not have a significant impact on the Partnership's
unaudited interim condensed financial statements.
In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities ("SFAS 149"). SFAS 149 amends
and clarifies accounting for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging
activities. Except for certain implementation guidance that is incorporated in
SFAS 149 and already effective, SFAS 149 is effective for contracts entered
into or modified after June 30, 2003. The Partnership's adoption of SFAS 149
on July 1, 2003 did not have a significant impact on its unaudited interim
condensed financial statements.
In January 2003, FASB issued FASB Interpretation No. 46, "Consolidation of
Variable Interest Entities, an Interpretation of APB No. 51" ("FIN 46"). FIN
46 defines a VIE as (i) any entity in which the equity investors at risk in
such entity do not have the characteristics of a controlling financial
interest, or (ii) any entity that does not have sufficient equity at risk to
finance its activities without additional subordinated financial support from
other parties. FIN 46 also requires consolidation of the VIE by the primary
beneficiary. For Variable Interest Entities ("VIE") created or acquired after
January 31, 2003, the provisions of FIN 46 were effective February 1, 2003.
For VIE created or acquired after to January 31, 2003, the provisions of FIN 46
were effective for the first interim or annual period beginning after June 15,
2003.
8
The Partnership's adoption of certain provisions of FIN 46 as of February 1,
2003 and the remaining provisions of FIN 46 as of July 1, 2003, did not have a
material impact on the Partnership's financial statements.
4. FINANCIAL HIGHLIGHTS
The following sets forth the financial highlights for the nine months ended
September 30, 2003 and the year ended December 31, 2002.
2003 2002
---- ----
Per Unit Operating Performance
(for a Unit outstanding for the entire period)
Net Asset Value: Beginning of the period $ 6,307.41 $ 4,457.63
------------ -------------
Gain from investment operations
Net investment loss (1) (659.27) (624.41)
Net realized and change in unrealized
gain/loss on investments 1,860.89 2,474.19
------------ -------------
Total from investment operations 1,201.62 1,879.78
------------ -------------
Net Asset Value: End of the period $ 7,509.03 $ 6,307.41
============ =============
Total Return (2) 19.05% 41.50%
============ =============
Ratios/Supplemental Data
Ratio of expenses to average net assets(3) - 10.37% - 14.41%
Ratio of net investment loss (1) to - 9.70% - 12.92%
average net assets(3)
(1) Net investment loss is comprised of interest income and total expenses.
(2) Total return is derived as opening net asset value less ending net asset
value divided by opening net asset value.
(3) Average net assets is derived from monthly average of partners'
capital balance.
9
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
The Willowbridge Fund L.P. (the "Partnership") is engaged in the
speculative trading of commodity futures contracts, options on commodities
or commodity futures contracts and forward contracts. The objective of the
Partnership is the appreciation of its assets through speculative trading.
Ruvane Investment Corporation is the General Partner of the Partnership (the
"General Partner") and Willowbridge Associates Inc. is the Partnership's
trading advisor (the "Advisor").
The success of the Partnership is dependent upon the ability of the Advisor
to generate trading profits through the speculative trading of commodity
interests sufficient to produce capital payments after payment of all fees
and expenses. Future results will depend in large part upon the commodity
interests markets in general, the performance of the Advisor, the amount of
additions to and redemptions from the Partnership and changes in interest
rates. Due to the highly leveraged nature of the Partnership's trading
activity, small price movements in commodity interests may result in
substantial gains or losses to the Partnership. As a result of these
factors, the Partnership's past performance is not indicative of future
results and any recent increases in net realized or unrealized gains may
have no bearing on any results that may be obtained in the future.
Summary of Critical Accounting Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America ("GAAP")
requires management to adopt accounting policies and make estimates and
assumptions that affect amounts reported in the Partnership's financial
statements. The critical accounting estimates and related judgements
underlying the Partnership's financial statements are summarized below. In
applying these policies, management makes judgments that frequently require
estimates about matters that are inherently uncertain. The Partnership's
significant accounting policies are described in detail in Note 3 of the
Notes to the Unaudited Interim Condensed Financial Statements.
The Partnership records all investments at fair value in its financial
statements, with changes in fair value reported as a component of Trading
Profits (Losses) in the Statements of Income (Loss). Generally, fair
values are based on quoted market prices; however, in certain
circumstances, significant judgments and estimates are involved in
determining fair value in the absence of an active market closing price.
10
Results of Operations
Comparison of Three Months Ended September 30, 2003 and 2002
For the quarter ended September 30, 2003, the Partnership had $5,050,745 of
net trading profits, which was comprised of ($4,110,532) in realized losses on
closed positions and $9,161,277 in net change in unrealized gains (losses) on
open positions. For the same quarter in 2002, the Partnership had net trading
profits of $6,035,414, which was comprised of $13,289,203 in realized gains on
closed positions and ($7,253,789) in net change in unrealized gains (losses)
on open positions.
Interest income for the quarter ended September 30, 2003 was $57,853, as
compared to $126,229 for the same quarter in 2002.
In July 2003, trading was most profitable in the energy sector. However,
losses in foreign currencies partially offset these gains. In July 2003, the
Partnership recorded net income of $110,988 or $24.13 per unit.
In August 2003, trading was most profitable in the energy and tropicals
sectors, and the Partnership recorded net income of $790,792 or $168.57 per
unit.
In September 2003, trading was most profitable in the financials, tropicals
sectors and in foreign currencies. Losses in the energy sector partially
offset these gains. In September 2003, the Partnership recorded net income of
$2,507,984 or $529.61 per unit.
In July 2002, trading was most profitable in the financials sector. However,
losses in foreign currencies partially offset these gains. In July 2002, the
Partnership recorded net income of $1,430,858 or $286.89 per unit.
In August 2002, trading was most profitable in the financials sector. However,
losses in foreign currencies partially offset these gains. In August 2002, the
Partnership recorded net income of $1,294,641 or $272.28 per unit.
In September 2002, trading was profitable in the financials sector. However,
losses in foreign currencies partially offset these gains. In September 2002,
the Partnership recorded net income of $1,537,661 or $326.64 per unit.
For the quarter ended September 30, 2003, the Partnership had total expenses
of $1,698,834, which was comprised of $1,136,588 in incentive fees, $320,806
in brokerage commissions (including clearing and exchange fees), $154,337 in
management fees and $87,103 in administrative expenses.
For the same quarter in 2002, the Partnership had total expenses of
$1,898,483, which were comprised of $1,421,057 in incentive fees, $288,128 in
brokerage commissions (including clearing and exchange fees), $144,502 in
management fees and $44,796 in administrative expenses.
Incentive fees are based on quarterly profits. Brokerage commissions and
management fees are based on assets under management, which are affected by
net income and capital additions and redemptions.
The change in the annual brokerage commission rate from 3.5 percent to 4.0
percent, effective August 1, 2002, along with the increase in average net
assets, resulted in the increase in the brokerage commission expenses for the
quarter ended September 2003 as compared to quarter ended September 2002.
Management fees increased as a result of increase in average net assets under
management during the quarter ended September 2003 as compared to quarter
ended September 2002.
Administrative fees consist primary of legal and other expenses relating to
the Partnership's reporting requirements under the Securities Exchange Act of
1934, as amended. The administrative fees increased as a result of filing fee
expense in 2003 for New Jersey division of taxation and due to increase in the
audit fees.
As a result of the above, the Partnership recorded a profit of $3,409,764 or
$722.30 per unit for the quarter compared to a profit of $4,263,160 or $835.10
per unit for the same quarter in 2002.
At September 30, 2003, the net asset value of the Partnership was $35,369,624
compared to its net asset value of $28,117,747 at December 31, 2002. The net
asset value per unit at September 30, 2003 was $7,509.03 compared to $6,307.41
at December 31, 2002.
During the quarter, the Partnership had no credit exposure to a counterparty
that is a foreign commodities exchange or to any counterparty dealing in over
the counter contracts which was material.
11
Comparison of Nine Months Ended September 30, 2003 and 2002
- --------------------------------------------------------------------------------
For the nine months ended September 30, 2003, the Partnership had $8,622,047
of net trading profits, which was comprised of $3,196,545 in net realized
gains on closed positions, and $5,425,502 in net change in unrealized gains
(losses) on open positions. For the same nine month period in 2002, the
Partnership had net trading profits of $13,997,168, which was comprised of
$14,345,598 in realized gains on closed positions and ($348,430) in net change
in unrealized gains (losses) on open positions.
During the nine months ended September 30, 2003, most of the gains incurred by
the Partnership were generated from financials, foreign currencies and energy
sectors.
In January 2003, trading was most profitable in the energy sectors and foreign
currencies. The Partnership recorded net income of $2,117,882 or $473.26 per
unit. For the same month in 2002, trading was unprofitable in the tropicals
and financials sectors. The Partnership recorded net loss of $19,891 or $3.48
per unit.
In February 2003, the Partnership was most profitable in the energy sector and
foreign currencies. The Partnership recorded net income of $3,103,123 or
$693.42 per unit. For the same month in 2002, the Partnership was unprofitable
in all the market sectors. The Partnership recorded net loss of $5,332,606 or
$923.53 per unit.
In March 2003, the Partnership was unprofitable in all the market sectors. The
Partnership recorded net loss of $3,703,762 or $827.64 per unit. For the same
month in 2002, the energy and financials sectors produced most of the gains.
The Partnership recorded net income of $3,702,128 or $653.84 per unit.
In April 2003, trading was most profitable in foreign currencies and the
tropicals sector. The Partnership recorded net income of $708,082 or $159.08
per unit. For the same month in 2002, trading was most unprofitable in the
tropicals and financials sectors. The gains in foreign currencies partially
offset these losses. The Partnership recorded net loss of $1,510,092 or
$263.55 per unit.
In May 2003, trading was most profitable in the financials sector and foreign
currencies. The Partnership recorded net income of $3,637,237 or $817.16 per
unit. For the same month in May 2002, the Partnership was most profitable in
foreign currencies. The losses in energy partially offset these gains. The
Partnership recorded net income of $2,038,068 or $358.07 per unit.
In June 2003, trading was unprofitable in all market sectors. The Partnership
recorded net loss of $3,704,872 or $832.36. For the same month in June 2002,
trading was profitable in all market sectors except for the metals sector.
Foreign currencies and the financials sector produced most of the gains. The
Partnership recorded net income of $7,825,383 or $1,395.60 per unit.
In July 2003, trading was most profitable in the energy sector. The losses in
foreign currencies partially offset these gains. The Partnership recorded net
income of $110,988 or $24.13 per unit. For the same month in 2002, trading was
most profitable in financials sector. The losses in foreign currencies
partially offset these gains. The Partnership recorded net income of
$1,430,858 or $286.89 per unit.
In August 2003, trading was most profitable in the energy and tropicals
sectors. The Partnership recorded net income of $790,792 or $168.57 per unit.
For the same month in 2002, trading was most profitable in financials sector.
The losses in foreign currencies partially offset these gains. The Partnership
recorded net income of $1,294,641 or $272.28 per unit.
In September 2003, trading was most profitable in the financials, tropicals
sectors and foreign currencies. The losses in the energy sector partially
offset these gains. The Partnership recorded net income of $2,507,984 or
$529.61 per unit. For the same month in 2002, trading was profitable in
financials sector. The losses in foreign currencies partially offset these
gains. The Partnership recorded net income of $1,537,661 or $326.64.
For the nine months ended September 30, 2003, the Partnership had expenses
comprised of $1,604,275 in incentive fees, $948,408 in brokerage commissions
(including clearing and exchange fees), $454,130 in management fees and
$259,941 in administrative expenses. For the same nine months in 2002, the
Partnership had expenses comprised of $2,138,560 in incentive fees, $705,400
12
in brokerage commissions (including clearing and exchange fees), $398,709 in
management fees and $124,500 in administrative expenses. Brokerage commissions
and management fees vary primarily as a result of changes in assets under
management and quarterly profits. Change in brokerage commission rate from 3.5
percent to 4.0 percent, effective August 1, 2002, resulted in the increase in
brokerage commission expenses for the nine months ended September 30, 2003 as
compared to the nine months ended September 30, 2002. Management fees
increased during the nine months ended September 30, 2003 as compared to the
nine months ended September 30, 2002 as the average net assets under
management increased in the nine months ended September 30, 2003, as compared
to the nine months ended September 30, 2002. Incentive fees are generated by
quarterly profits. Administrative fees consist of legal and other expenses
relating to the Partnership's reporting requirements under the Securities
Exchange Act of 1934, as amended. The Partnership became subject to such
reporting requirements in April 1998.
As a result of the above, the Partnership recorded a profit of $5,567,453 or
$1,201.62 per unit for the nine months ended September 30, 2003, as compared
to a gain of $10,936,625 or $2,004.18 per unit for the same period in 2002.
Liquidity and Capital Resources
In general, the Advisor trades only those commodity interests that have
sufficient liquidity to enable it to enter and close out positions without
causing major price movements. Notwithstanding the foregoing, most United
States commodity exchanges limit the amount by which certain commodities may
move during a single day by regulations referred to as "daily price
fluctuation limits" or "daily limits." Pursuant to such regulations, no trades
may be executed on any given day at prices beyond daily limits. The price of a
futures contract occasionally has exceeded the daily limit for several
consecutive days, with little or no trading, thereby effectively preventing a
party from liquidating its position. While the occurrence of such an event may
reduce or eliminate the liquidity of a particular market, it will not
eliminate losses and may, in fact, substantially increase losses because of
the inability to liquidate unfavorable positions. In addition, if there is
little or no trading in a particular futures or forward contract that the
Partnership is trading, whether such liquidity is caused by any of the above
reasons or otherwise, the Partnership may be unable to liquidate its position
prior to its expiration date, thereby requiring the Partnership to make or
take delivery of the underlying interests of the commodity investment.
The Partnership's capital resources are dependent upon three factors: (a)
the income or losses generated by the Advisor; (b) the capital invested or
redeemed by the limited partners; and (c) the capital invested or redeemed
by the General Partner.
The Partnership sells limited partnership units to investors from time to
time in private placements pursuant to Regulation D of the Securities Act
of 1933, as amended. As of the last day of any month, a limited partner may
redeem all of its limited partnership units on 10 days' prior written
notice to the General Partner.
The General Partner must maintain a capital account in such amount as is
necessary for the General Partner to maintain a minimum one percent (1%)
interest in the capital, income and losses of the Partnership. All capital
contributions by the General Partner necessary to maintain such capital
account balance are evidenced by units of general partnership interest,
each of which has an initial value equal to the net asset value per unit at
the time of such contribution. The General Partner may withdraw any excess
above its required minimum capital requirement without notice to the limited
partners and may also contribute any greater amount to the Partnership.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
The Partnership is a commodity pool engaged in the speculative trading of
commodity futures contracts (including agricultural and non-agricultural
commodities, currencies and financial instruments), options on commodities
or commodity futures contracts, and forward contracts. The risk of market
sensitive instruments is integral to the Partnership's primary business
activities. The futures interests traded by the Partnership involve varying
degrees of related market risk. Such market risk is often dependent upon
changes in the level or volatility of interest rates, exchange rates,
and/or market values of financial instruments and commodities. Fluctuations
in related market risk based upon the aforementioned factors result
in frequent changes in the fair value of the Partnership's open positions,
and, consequently, in its earnings and cash flow. The Partnership accounts
for open positions on the basis of mark-to-market accounting principles. As
such, any gain or loss in the fair value of the Partnership's open
positions is directly reflected in the Partnership's earnings, whether
realized or unrealized. The Partnership's total market risk is influenced
by a wide variety of factors including the diversification effects among
the Partnership's existing open positions, the volatility present within
the markets and the liquidity of the markets. At varying times, each of
these factors may act to exacerbate or mute the market risk associated with
the Partnership. The following were the primary trading risk exposures of
the Partnership as of September 30 2003, by market sector:
Interest Rate: Interest rate risk is a significant market exposure of the
Partnership. Interest rate movements in one country as well as relative
interest rate movements between countries can materially impact the
Partnership's profitability. The Partnership's primary interest rate
exposure is to interest rate fluctuations in the United States and the
other G-7 countries. The General Partner anticipates that G-7 interest
rates will remain the primary market exposure of the Partnership for the
foreseeable future.
Currency: The Partnership's currency exposure is to exchange rate
fluctuations, primarily in the following countries: Germany, England,
Japan, France, Switzerland, Australia, Canada and the United States of
America. These fluctuations are influenced by interest rate changes as well
as political and general economic conditions. The General Partner does not
anticipate that the risk profile of the Partnership's currency sector will
change significantly in the future.
Commodity: The Partnership's primary metals market exposure is to
fluctuations in the price of gold, silver and copper. The Partnership also
has commodity exposures in the price of soft commodities, which are often
directly affected by severe or unexpected weather conditions. The General
Partner anticipates that the Advisor will maintain an emphasis in the
commodities described above. Additionally, the Partnership had exposure to
energies (gas, oil) as of September 30, 2003, and it is anticipated that
positions in this sector will continue to be evaluated on an ongoing basis.
The Partnership measures its market risk, related to its holdings of
commodity interests based on changes in interest rates, foreign currency
rates, and commodity prices utilizing a sensitivity analysis. The
sensitivity analysis estimates the potential change in fair values, cash
flows and earnings based on a hypothetical 10% change (increase and
decrease) in interest, currency and commodity prices. The Partnership used
September 30, 2003 market rates and prices on its instruments to perform the
sensitivity analysis. The sensitivity analysis has been prepared separately
for each of the Partnership's market risk exposures (interest rate,
currency rate, and commodity price) instruments. The estimates are based on
the market risk sensitive portfolios described in the preceding paragraph
above. The potential loss in earnings is based on an immediate change in:
The prices of the Partnership's interest rate positions resulting from a
10% change in interest rates.
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The U.S. dollar equivalent balances of the Partnership's currency exposures
due to a 10% shift in currency exchange rates.
The market value of the Partnership's commodity instruments due to a 10%
change in the price of the instruments. The Partnership has determined that
the impact of a 10% change in market rates and prices on its fair values, cash
flows and earnings would not be material. The Partnership has elected to
disclose the potential loss to earnings of its commodity price, interest rate
and currency exchange rate sensitivity positions as of September 30, 2003.
The potential loss in earnings for each market risk exposure as of September
30, 2003 was approximately:
Trading portfolio:
Commodity price risk $ 743,000
Interest rate risk $ 713,000
Currency exchange rate risk $ 1,065,000
Item 4. Market Price of and Dividends on the Registrant's Common Equity and
Related Stockholder Matters
There currently is no established public trading market for the Limited
Partnership Units. As of September 30, 2003, 4,710.2779 Partnership Units were
held by 347 Limited Partners and the General Partner.
All of the Limited Partnership Units are "restricted securities" within the
meaning of Rule 144 promulgated under the Securities Act of 1933, as amended
(the "Securities Act"), and may not be sold unless registered under the
Securities Act or sold in accordance with an exemption therefrom, such as Rule
144. The Partnership has no plans to register any of the Limited Partnership
Units for resale. In addition, the Partnership Agreement contains certain
restrictions on the transfer of Limited Partnership Units.
Pursuant to the Partnership Agreement, the General Partner has the sole
discretion to determine whether distributions (other than on redemption of
Limited Partnership Units), if any, will be made to partners. The Partnership
has never paid any distributions and does not anticipate paying any
distributions to partners in the foreseeable future.
From January 1, 2003 through September 30, 2003, the Partnership had a total
of 252.3862 in net additions of Partnership Units with an aggregate value of
$1,684,423. Details of the monthly net additions and redemptions of
Partnership Units are as follows:
Additions / Net amount of
redemptions additions / redemptions
----------- -------------------------
January 2003 $ (4,925)
February 2003 $ 208,889
March 2003 $ 1,409
April 2003 $ (1,313,100)
May 2003 $ 1,185,984
June 2003 $ 426,039
July 2002 $ 387,232
August 2003 $ 527,077
September 2003 $ 265,818
Investors in the Partnership who subscribed through a selling agent may have
been charged a sales commission at a rate negotiated between such selling
agent and the investor, such sales commission in no event exceeded 4% of the
subscription amount. All of the sales of Partnership Units were exempt from
registration pursuant to Section 4(2) of the Securities Act and Regulation D
promulgated thereunder.
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Item 5. Controls and Procedures
Within ninety days prior to the filing of this report, the President of the
General Partner evaluated the effectiveness of the design and operation of the
Partnership's disclosure controls and procedures, which are designed to insure
that the Partnership's records, processes, summarizes and reports in a timely
and effective manner, the information required to be disclosed in the reports
filed with or submitted to the Securities and Exchange Commission. Based upon
this evaluation, the General Partner concluded that, as of the date of the
evaluation, the Partnership's disclosure controls are effective. Since the
date of this evaluation, there have been no significant changes in the
Partnership's internal controls or in other factors that could significantly
affect those controls.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
The General Partner is not aware of any pending legal proceedings to which
the Partnership or the General Partner is a party or to which any of their
assets are subject
Item 2. Changes in Securities and Use of Proceeds.
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.
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act
32.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act
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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.
THE WILLOWBRIDGE FUND L.P.
Date: November 10, 2003 By: Ruvane Investment Corporation
Its General Partner
By: /s/ Robert L. Lerner
--------------------------------
Robert L. Lerner
President
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