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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the Fiscal Year Ended December 31, 2004
Commission File Number 333-88460
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ____________________ to ______________________
QUADRIGA SUPERFUND, L.P. - SERIES A and SERIES B
- -------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE 98-0375395
- ------------------------------- ------------------------------------
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
LE MARQUIS COMPLEX
UNIT 5
P.O. BOX 1479
GRAND ANSE
ST. GEORGE'S GRENADA
WEST INDIES
Registrant's telephone number, including area code: (473) 439-2418
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
- -------------------------------------------------------------------------------
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class)
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 [ ]
Indicate by check mark if the disclosure document of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part II of this Form 10-K
or any amendment to this Form 10-K. ______
The Registrant has no voting stock. As of December 31, 2004 there were
46,207.682 Units (Share Class A: 21,660.138 and Share Class B: 24,547.544) of
Limited Partnership Interest issued and outstanding.
Total number of pages 47.
DOCUMENTS INCORPORATED BY REFERENCE
Prospectus dated April 29, 2004, as supplemented on November 3, 2004,
included within the Registration Statement on Form S-1 (File No. 333-88460),
incorporated by reference into Parts I, II, III and IV.
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PART I
ITEM 1. BUSINESS
Quadriga Superfund, L.P. ("Quadriga Superfund," the "Registrant" or
the "Fund") is a limited partnership which was organized on May 3, 2002 under
the Delaware Revised Uniform Limited Partnership Act, as amended. In accordance
with the Limited Partnership Agreement under which it operates, Quadriga
Superfund is organized as two separate series of limited partnership units,
Series A and Series B. The Registrant operates as a commodity investment pool,
whose purpose is speculative trading in the U.S. and international futures and
equity markets. Specifically, the Fund trades a portfolio of approximately 100
futures markets using a fully automated computerized trading system. The
general partner and trading manager of the Registrant is Quadriga Capital
Management, Inc. ("Quadriga Capital Management," "the General Partner" or the
"Trading Manager"), a Grenada corporation. The Registrant's operations are
regulated by the provisions of the Commodity Exchange Act, the regulations of
the Commodity Futures Trading Commission, and the rules of the National Futures
Association.
The Registrant originally filed a registration statement with the U.S.
Securities and Exchange Commission for the sale of 200,000 Units of Limited
Partnership at $1,000 each, which registration statement was declared effective
on October 22, 2002. The Fund filed an amended registration statement on
October 31, 2002 with the U.S. Securities and Exchange Commission to include
certain disclosures requested by specific states in which the Fund is selling
Units. The Unit selling price during the initial offering period, which ended
on October 31, 2002, was $1,000. Since November 1, 2002, Units of Limited
Partnership Interests of the Fund have been offered on an ongoing basis during
the Fund's continuing offering period. During the continuing offering period,
subscriptions are accepted monthly and proceeds are transferred to bank and
brokerage accounts for trading purposes. The selling price per Unit during the
continuing offering period is the net asset value per Unit as of the last
business day of the month in which the subscription is accepted.
The Registrant filed its latest amended registration statement with
the Securities and Exchange Commission on April 19, 2004 and supplemented such
registration statement in a filing on November 3, 2004. A total of $68,154,359
has been invested in the initial and continuing offering periods through
December 31, 2004, and a total of $8,523,881 in investments has been redeemed
during these same periods.
In addition to making all trading decisions in its capacity as trading
manager, Quadriga Capital Management conducts and manages all aspects of the
business and administration of the Registrant in its role as general partner.
The Registrant will be terminated and dissolved promptly thereafter
upon the happening of the earlier of: (a) the expiration of the Registrant's
stated term of December 31, 2050; (b) an election to dissolve the Registrant at
any time by Limited Partners owning more than 50% of the Units then
outstanding; (c) the withdrawal of Quadriga Capital Management
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as general partner unless one or more new general partners have been elected or
appointed pursuant to the Limited Partnership Agreement; or (d) with respect to
Series A and Series B Units of Limited Partnership Interest, a decline in the
aggregate net assets of such a Series to less than $500,000 after commencement
of trading.
REGULATION
Under the Commodity Exchange Act, as amended (the "Act"), commodity
exchanges and commodity futures trading are subject to regulation by the
Commodity Futures Trading Commission (the "CFTC"). The National Futures
Association (the "NFA"), a registered futures association under the Act, is the
only non-exchange self-regulatory organization for commodity industry
professionals. The CFTC has delegated to the NFA responsibility for the
registration of "commodity trading advisors," "commodity pool operators,"
"futures commission merchants," "introducing brokers" and their respective
associated persons and "floor brokers." The Act requires "commodity pool
operators" such as Quadriga Capital Management and commodity brokers or
"futures commission merchants" such as the Registrant's commodity brokers to be
registered and to comply with various reporting and recordkeeping requirements.
Quadriga Capital Management and the Registrant's commodity brokers are members
of the NFA. The CFTC may suspend a commodity pool operator's registration if it
finds that its trading practices tend to disrupt orderly market conditions, or
as the result of violations of the Commodity Exchange Act or rules and
regulations promulgated thereunder. In the event Quadriga Capital Management's
registration as a commodity pool operator was terminated or suspended, Quadriga
Capital Management would be unable to continue to manage the business or the
Registrant. Should Quadriga Capital Management's registration be suspended,
termination of the Registrant might result.
In addition to such registration requirements, the CFTC and certain
commodity exchanges have established limits on the maximum net long and net
short positions which any person, including the Registrant, may hold or control
in particular commodities. Most exchanges also limit the maximum changes in
futures contract prices that may occur during a single trading day. The
Registrant also trades in dealer markets for forward and swap contracts, which
are not regulated by the CFTC. Federal and state banking authorities also do not
regulate forward trading or forward dealers. In addition, the Registrant trades
on foreign commodity exchanges, which are not subject to regulation by any
United States government agency.
OPERATIONS
A description of the business of the Registrant, including trading
approach, rights and obligations of the Partners, and compensation arrangements
is contained in the Prospectus under "Summary," "The Risks You Face," "Quadriga
Capital Management, Inc.," "Conflicts of Interest," and "Charges to Each
Series" and such description is incorporated herein by reference from the
Prospectus.
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The Registrant conducts its business solely in the speculative trading
of futures and forward contracts and options thereon. The Registrant is a
market participant in the "managed futures" industry. Market participants
include all types of investors, such as corporations, employee benefit plans,
individuals and foreign investors. Service providers of the managed futures
industry include (a) pool operators, which conduct and manage all aspects of
trading funds such as the Registrant, (b) trading advisors, which make the
specific trading decisions, and (c) commodity brokers, which execute and clear
the trades pursuant to the instructions of the trading advisor. The Registrant
has no employees, and does not engage in the sale of goods or services.
The Registrant trades on domestic and international exchanges in up to
approximately 100 futures market contracts: currencies, livestock,
agricultural, metals, interest rate instruments, energies, stock indices, and
grains. Trading decisions are made using a fully automated computerized trading
system which emphasizes instruments with low correlation and high liquidity for
order execution. The particular contracts traded by the Registrant will
fluctuate from time to time.
The Registrant may, in the future, experience increased competition
for the commodity futures and other contracts in which it trades. Quadriga
Capital Management will recommend similar or identical trades for other
accounts under its management. Such competition may also increase due to what
Quadriga Capital Management believes is an increasing utilization of
computerized trading methods similar in general to those used by Quadriga
Capital Management.
ITEM 2. PROPERTIES
The Registrant does not use any physical properties in the conduct of
its business. Its assets currently consist of futures and other contracts, cash
and U.S. Treasury Bills.
ITEM 3. LEGAL PROCEEDINGS
Quadriga Capital Management is not aware of any material legal
proceedings to which it or the Registrant is a party or to which any of their
assets are subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Units of Limited Partnership Interest are not publicly traded. Units
may be transferred or redeemed subject to the conditions imposed by the
Agreement of Limited Partnership. As of December 31, 2004, there were
21,660.138 Units in Series A of the
5
Registrant and 24,547.544 Units in Series B for a total of 46,207.682 Units of
Limited Partnership Interest outstanding.
Quadriga Capital Management has sole discretion in determining what
distributions, if any, the Registrant will make to its Unit holders. Quadriga
Capital Management has not made any distributions as of the date hereof.
ITEM 6. SELECTED FINANCIAL DATA
SERIES A SERIES B
Total Net Assets 31,768,269 42,474,364
Total Income 6,219,740 10,815,079
Net Income 2,906,084 5,578,660
Net Income (loss) per Unit 134.17 227.26
Increase (Decrease) in Net Asset Value per Unit 149.44 249.10
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
INTRODUCTION
Quadriga Superfund, L.P. commenced the offering of its Units of
Limited Partnership Interest on October 22, 2002. The initial offering
terminated on October 31, 2002 and the Fund commenced operations on November 5,
2002. The continuing offering period commenced at the termination of the
initial offering period and is ongoing. For the year ended December 31, 2004,
subscriptions totaling $34,202,327 had been accepted and redemptions over the
same period totaled $6,725,998. As of December 31, 2003, subscriptions totaling
$30,982,598 had been accepted and redemptions over the same period totaled
$1,797,883.
CAPITAL RESOURCES
The Fund will raise additional capital only through the sale of Units
offered pursuant to the continuing offering and does not intend to raise any
capital through borrowings. Due to the nature of the Fund's business, it will
make no capital expenditures and will have no capital assets which are not
operating capital or assets.
LIQUIDITY
Most United States commodity exchanges limit fluctuations in futures
contracts prices during a single day by regulations referred to as "daily price
fluctuation limits" or "daily limits." During a single trading day, no trades
may be executed at prices beyond the daily limit. This may affect the fund's
ability to initiate new positions or close existing ones or may prevent it from
having orders executed. Futures prices have occasionally moved the daily limit
for several consecutive days with little or no trading. Similar occurrences
could prevent
6
the Fund from promptly liquidating unfavorable positions and subject the Fund
to substantial losses, which could exceed the margin initially committed to
such trades. In addition, even if futures prices have not moved the daily
limit, the Fund may not be able to execute futures trades at favorable prices
if little trading in such contracts is taking place.
Trading in forward contracts introduces a possible further impact on
liquidity. Because such contracts are executed "off exchange" between private
parties, the time required to offset or "unwind" these positions may be greater
than that for regulated instruments. This potential delay could be exacerbated
to the extent a counterparty is not a United States person.
Other than these limitations on liquidity, which are inherent in the
Fund's futures trading operations, the Fund's assets are expected to be highly
liquid.
RESULTS OF OPERATIONS
Series A:
Net results for the year ended December 31, 2004 were a gain of 11.34%
in net asset value compared to the preceding year. This increase consisted of
interest income of 1.18%, trading performance (including commissions) of
20.98%, and charges of 10.82%, due to management fees, organization expenses,
operating expenses, selling commissions and incentive fees. At December 31,
2004 and December 31, 2003, the net asset value per unit of Series A was
$1,466.67 and $1,317.23, respectively.
Series B:
Net results for the year ended December 31, 2004 were a gain of 16.82% in net
asset value compared to the preceding year. This increase consisted of interest
income of 1.15%, trading performance (including commissions) of 27.67%, and
charges of 12.0%, due to management fees, organization expenses, operating
expenses, selling commissions and incentive fees. Series B generally magnifies
the performance for Series A during any period, either positive or negative,
due to Series B's leverage of approximately 1.5 times Series A. At December 31,
2004 and December 31, 2003, the net asset value per unit of Series B was
$1,730.29 and $1,481.19, respectively.
Fund results for January 2004:
In January, long positions in stock market indices profited
considerably from upward price developments on the stock exchanges.
Long positions in the metal sector performed in a successful manner
along with most of the foreign currencies.
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Minor losses were incurred by a combination of long and short
positions in the agricultural markets.
During the month of January 2004, Series A gained 2.46% and Series B
gained 3.49%, including charges.
Fund results for February 2004:
For the month of February, the continuing upwards movement on the
stock exchanges resulted in further profits for long positions.
Long positions in the energy and metals markets also performed notably
well.
In the financial futures sector, long positions in Bonds, Notes and
Interest Rates also contributed to this month's positive performance.
For February, Series A realized a profit of 12.65% while Series B
increased by 18.63%, each including charges.
Fund results for March 2004:
In the month of March, the upwards trend of the stock indices reversed
and caused a loss for the fund's long positions.
Also, the strengthening US Dollar caused a negative performance of
long positions in foreign currencies.
Long positions in the metal sector performed slightly negative,
whereas energy and financial futures positions were able to realize minor
gains.
The net asset value of Series A and B lost 2.10% and 2.59%,
respectively, including charges.
For the first quarter of 2004, the most profitable market group overall was the
metal sector while positions in the currencies markets contributed the greatest
amount of losses.
Fund results for April 2004:
In April, long positions in stock market indices and metals were
unprofitable due to falling prices in both market sectors.
Long positions in the energy sector were the only notably positive
contributors to the fund's performance for this month.
The largest losses resulted from a combined long/short strategy in
foreign currencies.
8
During the month of April 2004, Series A lost 14.20% and Series B lost
19.59%, including charges.
Fund results for May 2004:
Although the downwards trend on the stock markets reversed, long
positions still produced losses for the month.
Long positions in the energy markets performed well and were the main
source of this month's positive performance.
In the financial futures sector, short positions in Bonds, Notes and
Interest Rates generated slight profits.
Only combined long/short positions in foreign currencies produced
significant losses.
For May, Series A increased by 7.21% and Series B by 9.11%, each
including charges.
Fund results for June 2004:
In the month of June, long positions in stock indices faced a
weakening of the upwards trend, but were still able to perform slightly
positive.
Short positions in the other financial futures sectors lost along with
long positions in the metal markets.
The most significant losses were incurred by long positions in the
energy sector due to a sharp price-decline in these markets.
The net asset value of Series A and B lost 11.62% and 15.07%,
respectively, including charges.
For the second quarter of 2004, the most profitable market group overall was
the energy sector while positions in the currencies markets contributed the
greatest amount of losses.
Fund results for July 2004:
For the month of July, long positions in the financial futures sector,
most importantly in stock market indices were unprofitable.
However, long positions in the energy sector were able to compensate
for these losses by profiting from rising prices mainly in the oil and
oil-related futures markets.
9
The other market groups didn't reveal significant trends and didn't
have any major influence on this month's slightly negative performance.
During the month of July, Series A lost 0.16% and Series B lost 0.09%,
including charges.
Fund results for August 2004:
After last month's rally, which persisted during the first weeks of
August, oil prices gave back most of their gains resulting in a negative
performance for the fund's long positions in the energy sector, which was the
worst among all market groups
Long positions in financial futures traded sideward, whereas long and
short positions in foreign currencies were able to contribute positively to
this month's trading performance.
A combined long/short strategy in the agricultural sector produced a
slight loss.
For August, Series A decreased by 6.84% and Series B by 9.29%, each
including charges.
Fund results for September 2004:
Due to the impact of Hurricane Ivan on the US oil production in the
Gulf of Mexico, rising prices of crude oils as well as oil-related products
resulted in a major gain of the fund's long positions in these markets.
Long positions in metal markets were able to even outperform these
gains and were the most successful contributors to this month's outstanding
trading performance.
The only notable losses were incurred by long positions in the
financial futures sector.
The net asset value of Series A and B for September gained 10.44% and
14.75%, respectively, including charges.
For the third quarter of 2004, the most profitable market group overall was the
energy sector while positions in the stock index markets contributed the
greatest amount of losses.
Fund results for October 2004:
In the month of October, long positions in the energy sector were the
most positive contributors to the fund's performance together with long
positions in foreign currencies.
To a lesser extent, long positions in the financial futures sector
were able to incur significant gains.
10
Long positions in the metals sector, however, resulted in the only
noteworthy losses for this month.
During the month of October 2004, Series A gained 4.88% and Series B
gained 7.01%, including charges.
Fund results for November 2004:
Rising prices in the financial futures sector - most significantly for
the stock indices - allowed the fund's long positions to gain.
Long positions in the foreign currency markets performed outstandingly
well and were the main source of this month's positive performance.
In the metals sector, long positions also performed very well.
Only long positions in energy markets produced a noteworthy loss due
to the sharp decline of prices during the first half of the month.
For November, Series A increased by 12.30% and Series B by 17.33%,
each including charges.
Fund results for December 2004:
Although falling prices in bonds, notes and interest rates caused
losses for long positions in these markets, the financial futures sector was
still able to incur gains due to the year-end rally of world stock index
futures.
A short strategy in the metals sector caused some losses for the fund
due to strengthening metal prices.
The agricultural sector didn't reveal any significant trend and the
fund's combined long/short allocation resulted in minor losses.
In December, the net asset value of Series A and B gained 0.19% and
0.41%, respectively, including charges.
For the fourth quarter of 2004, the most profitable market group overall was
the currencies sector while positions in the agricultural markets showed the
weakest performance.
OFF-BALANCE SHEET RISK
The term "off-balance sheet risk" refers to an unrecorded potential
liability that, even though it does not appear on the balance sheet, may result
in a future obligation or loss. The Fund trades in futures and forward
contracts and is therefore a party to financial instruments
11
with elements of off-balance sheet market and credit risk. In entering into
these contracts, there exists a market risk that such contracts may be
significantly influenced by conditions, such as interest rate volatility,
resulting in such contracts being less valuable. If the markets should move
against all of the futures interests positions of the Fund at the same time,
and if Quadriga Capital Management was unable to offset such positions, the
Fund could experience substantial losses. Quadriga Capital Management attempts
to minimize market risk through real-time monitoring of open positions,
diversification of the portfolio and maintenance of a margin-to-equity ratio in
all but extreme instances not greater than 50%.
In addition to market risk, in entering into futures and forward
contracts there is a credit risk that a counterparty will not be able to meet
its obligations to the Fund. The counterparty for futures contracts traded in
the United States and on most foreign exchanges is the clearinghouse associated
with such exchange. In general, clearinghouses are backed by the corporate
members of the clearinghouse who are required to share any financial burden
resulting from the non-performance by one of their members and, as such, should
significantly reduce this credit risk. In cases where the clearinghouse is not
backed by the clearing members, like some foreign exchanges, it is normally
backed by a consortium of banks or other financial institutions.
CRITICAL ACCOUNTING POLICIES - VALUATION OF THE FUND'S POSITIONS
Quadriga Capital Management believes that the accounting policies that
will be most critical to the Fund's financial condition and results of
operations relate to the valuation of the Fund's positions. The majority of the
Fund's positions will be exchange-traded futures contracts, which will be
valued daily at settlement prices published by the exchanges. Any spot and
forward foreign currency contracts held by the Fund will also be valued at
published daily settlement prices or at dealers' quotes. Thus, Quadriga Capital
Management expects that under normal circumstances substantially all of the
Fund's assets will be valued on a daily basis using objective measures.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
INTRODUCTION
Past Results Not Necessarily Indicative of Future Performance
The Fund is a speculative commodity pool. The market sensitive
instruments held by it are acquired for speculative trading purposes, and all
or a substantial amount of the Fund's assets are subject to the risk of trading
loss. Unlike an operating company, the risk of market sensitive instruments is
integral, not incidental, to the Fund's main line of business.
Market movements can produce frequent changes in the fair market value
of the Fund's open positions and, consequently, in its earnings and cash flow.
The Fund's market risk is influenced by a wide variety of factors, including
the level and volatility of exchange
12
rates, interest rates, equity price levels, the market value of financial
instruments and contracts, the diversification effects among the Fund's open
positions and the liquidity of the markets in which it trades.
The Fund rapidly acquires and liquidates both long and short positions
in a wide range of different markets. Consequently, it is not possible to
predict how a particular future market scenario will affect performance, and
the Fund's past performance is not necessarily indicative of its future
results.
Value at Risk is a measure of the maximum amount which the Fund could
reasonably be expected to lose in a given market sector. However, the inherent
uncertainty of the Fund's speculative trading and the recurrence in the markets
traded by the Fund of market movements far exceeding expectations could result
in actual trading or non-trading losses far beyond the indicated Value at Risk
or the Fund's experience to date (i.e., "risk of ruin"). In light of this, as
well as the risks and uncertainties intrinsic to all future projections, the
inclusion of the quantification included in this section should not be
considered to constitute any assurance or representation that the Fund's losses
in any market sector will be limited to Value at Risk or by the Fund's attempts
to manage its market risk.
Standard of Materiality
Materiality as used in this section, "Quantitative and Qualitative
Disclosures About Market Risk," is based on an assessment of reasonably
possible market movements and the potential losses caused by such movements,
taking into account the leverage, and multiplier features of the Fund's market
sensitive instruments.
QUANTIFYING THE FUND'S TRADING VALUE AT RISK
Quantitative Forward-Looking Statements
The following quantitative disclosures regarding the Fund's market
risk exposures contain "forward-looking statements" within the meaning of the
safe harbor from civil liability provided for such statements by the Private
Securities Litigation Reform Act of 1995 (set forth in Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934).
All quantitative disclosures in this section are deemed to be forward-looking
statements for purposes of the safe harbor, except for statements of historical
fact (such as the dollar amount of maintenance margin required for market risk
sensitive instruments held at the end of the reporting period).
The Fund's risk exposure in the various market sectors traded by
Quadriga Capital Management is quantified below in terms of Value at Risk. Due
to the Fund's mark-to-market accounting, any loss in the fair value of the
Fund's open positions is directly reflected in the Fund's earnings (realized or
unrealized).
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Exchange maintenance margin requirements have been used by the Fund as
the measure of its Value at Risk. Maintenance margin requirements are set by
exchanges to equal or exceed the maximum losses reasonably expected to be
incurred in the fair value of any given contract in 95%-99% of any one-day
intervals. The maintenance margin levels are established by dealers and
exchanges using historical price studies as well as an assessment of current
market volatility and economic fundamentals to provide a probabilistic estimate
of the maximum expected near-term one-day price fluctuation.
In the case of market sensitive instruments which are not
exchange-traded (which includes currencies and some energy products and metals
in the case of the Fund), the margin requirements for the equivalent futures
positions have been used as Value at Risk. In those cases in which a
futures-equivalent margin is not available, dealers' margins have been used.
In the case of contracts denominated in foreign currencies, the Value
at Risk figures include foreign margin amounts converted into U.S. Dollars with
an incremental adjustment to reflect the exchange rate risk inherent to the
Dollar-based Fund in expressing Value at Risk in a functional currency other
than Dollars.
In quantifying the Fund's Value at Risk, 100% positive correlation in
the different positions held in each market risk category has been assumed.
Consequently, the margin requirements applicable to the open contracts have
simply been aggregated to determine each trading category's aggregate Value at
Risk. The diversification effects resulting from the fact that the Fund's
positions are rarely, if ever, 100% positively correlated have not been taken
into account.
THE FUND'S TRADING VALUE AT RISK IN DIFFERENT MARKET SECTORS
The following tables indicate the trading Value at Risk associated
with the Fund's open positions by market category as of December 31, 2004. All
open position trading risk exposures of the Fund have been included in
calculating the figures set forth below. As of December 31, 2004 and December
31, 2003, the net assets for Series A were $31,768,269 and $16,144,789,
respectively, and the net assets for Series B as of such dates were $42,474,364
and $22,136,771, respectively.
Series A as of December 31, 2004:
SECTOR MARKET RISK (USD) % OF TOTAL CAPITALIZATION (NET ASSETS)
Stock Indices 2,658,322 8.37
Financial Futures 1,768,283 5.57
Currencies 3,164,525 9.96
Agricultural Products 359,234 1.13
Metals 2,475,673 7.79
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Series B as of December 31, 2004:
SECTOR MARKET RISK (USD) % OF TOTAL CAPITALIZATION (NET ASSETS)
Stock Indices 4,989,526 11.75
Financial Futures 3,290,875 7.75
Currencies 5,955,673 14.02
Agricultural Products 668,748 1.57
Metals 4,596,335 10.82
MATERIAL LIMITATIONS ON VALUE AT RISK AS AN ASSESSMENT OF MARKET RISK
The face value of the market sector instruments held by the Fund is
typically many times the applicable maintenance margin requirement (maintenance
margin requirements generally ranging between approximately 1% and 10% of
contract face value) as well as many times the capitalization of the Fund. The
magnitude of the Fund's open positions creates a "risk of ruin" not typically
found in most other investment vehicles. Because of the size of its positions,
certain market conditions -- unusual, but historically recurring from time to
time -- could cause the Fund to incur severe losses over a short period of
time. The foregoing Value at Risk tables -- as well as the past performance of
the Fund -- gives no indication of this "risk of ruin."
NON-TRADING RISK
The Fund has non-trading market risk on its foreign cash balances not
needed for margin. However, these balances (as well as the market risk they
represent) are immaterial. The Fund also has non-trading market risk as a
result of investing a substantial portion of its available assets in U.S.
Treasury Bills. The market risk represented by these investments is immaterial.
QUALITATIVE DISCLOSURES REGARDING PRIMARY TRADING RISK EXPOSURES
The following qualitative disclosures regarding the Fund's market risk
exposures -- except for (i) those disclosures that are statements of historical
fact and (ii) the descriptions of how the Fund manages its primary market risk
exposures -- constitute forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities Exchange
Act. The Fund's primary market risk exposures as well as the strategies used
and to be used by Quadriga Capital Management for managing such exposures are
subject to numerous uncertainties, contingencies and risks, any one of which
could cause the actual results of the Fund's risk controls to differ materially
from the objectives of such strategies. Government interventions, defaults and
expropriations, illiquid markets, the emergence of dominant fundamental
factors, political upheavals, changes in historical price relationships, an
influx of new market participants, increased regulation and many other factors
could result in material losses as well as in material changes to the risk
exposures and the risk management strategies of the Fund. There can be no
assurance that the Fund's current market exposure and/or risk management
strategies will not change materially or
15
that any such strategies will be effective in either the short- or long-term.
Investors must be prepared to lose all or substantially all of their investment
in the Fund.
The following were the primary trading risk exposures of the Fund as
of December 31, 2004 by market sector.
Currencies
The Fund's currency exposure is to exchange rate fluctuations,
primarily those which disrupt the historical pricing relationships between
different currencies and currency pairs. These fluctuations are influenced by
interest rate changes as well as political, geopolitical and general economic
conditions. The Fund trades in a large number of currencies, including
cross-rates, (e.g. positions between two currencies other than the U.S.
Dollar). Quadriga Capital Management does not anticipate that the risk profile
of the Fund's currency sector will change significantly in the future. As of
December 31, 2004 the exposure to these markets was the highest among all
market groups.
Interest Rates
Interest rate movements directly affect the price of the sovereign
bond positions held by the Fund and indirectly the value of the Fund's stock
index and currency positions. Interest rate movements in one country as well as
relative interest rate movements between countries could materially impact the
Fund's profitability. The Fund's primary interest rate exposure is to interest
rate fluctuations in the United States, Europe, United Kingdom, Australia and
Japan. The changes in interest rates which have the most effect on the Fund are
changes in long-term as opposed to short-term rates. As of December 31, 2004
the exposure to these markets was similar to historic levels.
Stock Indices
Generally, the Fund's primary exposure is to the equity price risk in
the G-7 countries and certain other countries with high liquidity (Taiwan, Hong
Kong, Switzerland and Spain). The Fund is primarily exposed to the risk of
adverse price trends or static markets in these countries. Static markets would
not cause major price changes but would make it difficult for the Fund to avoid
being "whipsawed" into numerous smaller losses. As of December 31, 2004 the
exposure to these markets was relatively high in comparison to historic levels.
Energy
The Fund's primary energy market exposure is to crude oil, natural gas
and heating oil. Movements in these markets are often due to geopolitical
developments in the Middle East but can also be caused by shortage due to
extreme weather conditions. As of December 31, 2004, there was no exposure to
these markets.
16
Metals
The Fund's metals market exposure derives primarily from fluctuations
in the price of gold, silver, platinum, copper, zinc, nickel and aluminum.
These markets represent a great diversification in terms of correlation to many
of the other sectors the Fund trades. The exposure to these markets as of
December 31, 2004 was relatively high in comparison to historic levels.
Agricultural Market
The Fund's agricultural market exposure is to fluctuations in the
price of cocoa, sugar, coffee, cotton, lean hogs and live cattle. These markets
represent a great diversification in terms of correlation to many of the other
sectors the Fund trades. The exposure to these markets as of December 31, 2004
was the lowest among all market groups.
QUALITATIVE DISCLOSURES REGARDING NON-TRADING RISK EXPOSURE
General
On July 22, 2003, Quadriga Capital Management on behalf of the Fund
filed an amended registration statement with the U.S. Securities and Exchange
Commission which became effective on July 25, 2003. The amended registration
statement included as a risk possible contingent liability resulting from
potential claims for rescission from investors and regulatory or enforcement
action for any sales of Units made without an effective registration statement.
On January 10, 2003, Quadriga Capital Management on behalf of the Fund
filed a post-effective amendment to the registration statement which amended
the plan of distribution. Before such amendment had been declared effective,
and as of June 30, 2003, the Fund had sold a total of 5,604 units of Series A
in the principal amount of $6.74 million and 8,091 units of Series B in the
principal amount of $10.73 million. As a regulated company, Quadriga Capital
Management faces potential liability in the normal cause of its business from
any administrative action or in any situation in which it is found to have
engaged in activities which violate applicable law. Quadriga Capital Management
is unable to estimate the probability of assertion of any related claims or
assessments.
Except as described in the preceding two paragraphs, the Fund is
unaware of any (i) anticipated known demands, commitments or capital
expenditures; (ii) material trends, favorable or unfavorable, in its capital
resources; or (iii) trends or uncertainties that will have a material effect on
operations. From time to time, certain regulatory agencies have proposed
increased margin requirements on futures contracts. Because the Fund generally
will use a small percentage of assets as margin, the Fund does not believe that
any increase in margin requirements, as proposed, will have a material effect
on the Fund's operations.
17
Foreign Currency Balances
The Fund's primary foreign currency balances are in the G-7 countries
along with Spain and Asian markets. The Fund controls the non-trading risk of
these balances by regularly converting these balances back into dollars (no
less frequently than weekly, and more frequently if a particular foreign
currency balance becomes unusually large based on Quadriga Capital Management's
experience).
Treasury Bill Positions
The Fund's only market exposure in instruments held other than for
trading is in its Treasury Bill portfolio. The Fund holds Treasury Bills
(interest bearing and credit risk-free) with durations no longer than six
months. Substantial or sudden fluctuations in prevailing interest rates could
cause immaterial mark-to-market losses on the Fund's Treasury Bills, although
substantially all of these short-term investments are held to maturity.
QUALITATIVE DISCLOSURES REGARDING MEANS OF MANAGING RISK EXPOSURE
The means by which the Fund and Quadriga Capital Management,
severally, attempt to manage the risk of the Fund's open positions is
essentially the same in all market categories traded. Quadriga Capital
Management applies risk management policies to its trading which generally
limit the total exposure that may be taken per "risk unit" of assets under
management. In addition, Quadriga Capital Management follows diversification
guidelines (often formulated in terms of the balanced volatility between
markets and correlated groups), as well as imposing "stop-loss" points at which
the Fund's brokers must attempt to close out open positions.
Quadriga Capital Management controls the risk of the Fund's
non-trading instruments (Treasury Bills held for cash management purposes) by
limiting the duration of such instruments to no more than six months.
GENERAL
The Fund is unaware of any (i) anticipated known demands, commitments
or capital expenditures; (ii) material trends, favorable or unfavorable, in its
capital resources; or (iii) trends or uncertainties that will have a material
effect on operations. From time to time, certain regulatory agencies have
proposed increased margin requirements on futures contracts. Because the Fund
generally will use a small percentage of assets as margin, the Fund does not
believe that any increase in margin requirements, as proposed, will have a
material effect on the Fund's operations.
18
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial statements meeting the requirements of Regulation S-X appear
beginning on page 24 of this report. The supplementary financial information
specified by Item 302 of Regulation S-K is included in Item 6. Selected
Financial Data.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
The principal executive officer and principal financial officer of
Quadriga Capital Management have concluded that the Fund has effective
disclosure controls and procedures to ensure that material information relating
to the Fund is made known to them by others within the Fund, particularly
during the period in which this annual report is being prepared. The principal
executive officer and financial and principal accounting officer of Quadriga
Capital Management have evaluated the effectiveness of the Fund's disclosure
controls and procedures as of a date within ninety (90) days prior to the
filing date of this report (the "Evaluation Date") and have based the foregoing
conclusion about the effectiveness of the Fund's disclosure controls and
procedures based on their evaluation as of the Evaluation Date.
During the period covered by this report, there have been no
significant changes in the Fund's internal controls or in other factors that
could significantly affect these controls subsequent to the date of their
evaluation.
PART II
ITEM 10. DIRECTORS AND OFFICERS OF THE REGISTRANT
The Registrant has no directors or executive officers. The Registrant
has no employees. It is managed by Quadriga Capital Management in its capacity
as general partner. Quadriga Capital Management has been registered with the
Commodity Futures Trading Commission as a commodity pool operator since May
2001. Its main business address is Le Marquis Complex, Unit 5, P.O. Box 1479,
Grand Anse, St. George's, Grenada, West Indies, (473) 439-2418. Quadriga
Capital Management's directors and executive officers are as follows:
CHRISTIAN BAHA is Quadriga Capital Management's President and founder.
He is a graduate of the police academy in Vienna, Austria and a student of the
Business University of Vienna, Austria. Mr. Baha started a business with
Christian Halper in 1991 to develop and market financial software applications
to institutions in Austria. From that development, two independent companies
were formed: Teletrader.com Software AG and Quadriga
19
Beteiligungs - und Vermogens AG. Teletrader.com is a publicly-held company that
offers financial software products for institutions and is listed on the
Austria Stock Exchange. Quadriga Beteiligungs - und Vermogens AG was founded in
1995. Mr. Baha resides in Monte Carlo where he directs the strategic worldwide
expansion of the Quadriga group of companies.
GERHARD ENTZMANN is Quadriga Capital Management's executive vice
president and corporate secretary and has been associated with the company
since 2001. He has been involved in managing Quadriga Capital Management's fund
management business for U.S. products. Dr. Entzmann received a degree in
mechanical engineering from the University of Vienna and in June 2001 he
received his doctor's degree. He was a research assistant at the Institute for
Internal Combustion Engines and Vehicle Engineering at the Technical University
of Vienna from 1994 to 2001. Dr. Entzmann has a strong background in data
analysis and systems engineering.
There has never been a material administrative, civil or criminal
action brought against Quadriga Capital Management or any of its directors,
executive officers, promoters or control persons.
Quadriga Capital Management has previously filed a Form 5 with the
U.S. Securities and Exchange Commission with respect to its ownership interest
of Units in the Registrant.
ITEM 11. EXECUTIVE COMPENSATION
The Registrant is managed by its general partner, Quadriga Capital
Management. Quadriga Capital Management receives a monthly management fee of
1/12 of 1.85% (1.85% annually) and a monthly fee of 25% of the aggregate
cumulative appreciation (if any) in Net Asset Value per unit at the end of each
month, exclusive of appreciation attributable to interest income.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Security Ownership of Certain Beneficial Owners. As of
December 31, 2004, no Units of Limited Partnership were owned
or held by officers of Quadriga Capital Management.
(b) Security Ownership of Management. As of December 31, 2004,
Quadriga Capital Management owned 843.400 Units of Series A
and 789.364 Units of Series B having a combined value of
$2,602,818. Units of General Partnership Interest will be
owned by Quadriga Capital Management as an investment and in
its capacity as general partner.
20
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See Item 11, Executive Compensation and Item 12, Security Ownership of
Certain Beneficial Owners and Management.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
(1) Audit Fees. The aggregate fees billed for each of the last
two fiscal years for professional services rendered by KPMG
LLP for the audit of the Registrant's annual financial
statements, review of financial statements included in the
Registrant's regulatory filings and other services normally
provided in connection with regulatory filings or engagements
are as follows:
2003 $54,000
2004 $80,000
(2) Audit-Related Fees. $0
(3) Tax Fees. The aggregate fees billed for each of the last two
fiscal years for professional services rendered by KPMG for
tax compliance and tax advice given in the preparation of the
Registrant's Schedule K1s, the preparation of the
Registrant's Form 1065 and preparation of all State Tax
Returns are as follows:
2003 None
2004 None
Tax Fees. The aggregate fees billed for each of the last two
fiscal years for professional services rendered by RK
Consulting, Inc. for tax compliance and tax advice given in
the preparation of the Registrant's Schedule K1s, the
preparation of the Registrant's Form 1065 and preparation of
all State Tax Returns are as follows:
2003 $20,000
2004 $20,000
(4) All Other Fees. None.
(5) Not Applicable.
(6) Not Applicable.
21
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The Following documents are filed as part of this report:
(1) Financial Statements beginning on page 24 hereof.
(2) Schedules:
Financial statement schedules have been omitted
because they are not included in the financial
statements or notes hereto applicable or because
equivalent information has been included in the
financial statements or notes thereto.
(3) Exhibits required to be filed by Item 601 of
Regulation S-K are incorporated herein by reference.
(b) Reports on Form 8-K
None.
22
QUADRIGA SUPERFUND, L.P. - SERIES A AND SERIES B
DECEMBER 31, 2003
FINANCIAL STATEMENTS
INDEPENDENT AUDITORS' REPORT
The Partners
Quadriga Superfund L.P. - Series A and Series B:
We have audited the accompanying statements of assets and liabilities of
Quadriga Superfund, L.P. - Series A and Series B (the Fund), including the
condensed schedules of investments, as of December 31, 2004 and 2003, and the
related statements of operations, changes in net assets and cash flows for the
years then ended. These financial statements are the responsibility of the
Fund's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards as established by the Auditing Standards Board (United States) and in
accordance with the auditing standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Fund is not required to have,
nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company's internal control over financial reporting.
Accordingly, we express no such opinion. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Quadriga Superfund, L.P. -
Series A and Series B as of December 31, 2004 and 2003 and the results of its
operations, changes in its net assets, and its cash flows for the years then
ended in conformity with accounting principles generally accepted in the United
States of America.
/s/ KPMG LLP
New York, New York
March 4, 2005
23
QUADRIGA SUPERFUND, L.P. - SERIES A
Statements of Assets and Liabilities
December 31, 2004 and 2003
2004 2003
----------- -----------
Assets:
U.S. Government securities, at market (cost $25,593,575 and
and $13,739,594 in December 31, 2004 and 2003, respectively) $25,638,997 $13,749,608
Due from brokers 4,165,004 989,646
Futures contracts purchased 294,377 583,646
Futures contracts sold 30,355 --
Unrealized appreciation on open forward contracts 1,801,065 1,196,849
Cash 911,222 1,597,546
----------- -----------
Total assets 32,841,020 18,117,295
----------- -----------
Liabilities:
Futures contracts sold -- 8,595
Unrealized depreciation on open forward contracts 410,499 231,306
Advance subscriptions 475,850 1,097,282
Due to broker -- 532,552
Redemption payable -- 8,040
Fees payable 186,402 94,731
----------- -----------
Total liabilities 1,072,751 1,972,506
----------- -----------
Net assets $31,768,269 $16,144,789
=========== ===========
Number of shares 21,660.138 12,256.648
Net assets value per share $ 1,466.67 $ 1,317.23
See accompanying notes to financial statements.
24
QUADRIGA SUPERFUND, L.P. - SERIES A
Condensed Schedule of Investments
December 31, 2004
PERCENTAGE MARKET OR
FACE VALUE OF NET ASSETS UNREALIZED
----------- ------------- ------------
Debt securities United States, at market:
United States Treasury Bills due June 2, 2005 (cost
$25,593,575), securities are held in margin
accounts as collateral for open futures
and forwards $25,900,000 80.7% $ 25,638,997
==== ============
Forward contracts, at fair value:
Unrealized appreciation on forward contracts:
Currencies 1.9% $ 617,030
Metals 3.7 1,184,035
---- ------------
Total unrealized appreciation
on forward contracts 5.6 1,801,065
---- ------------
Unrealized depreciation on forward contracts:
Currencies (0.5) (147,157)
Metals (0.8) (263,342)
---- ------------
Total unrealized depreciation
on forward contracts (1.3) (410,499)
---- ------------
Total forward contracts, at fair value 4.3% $ 1,390,566
==== ============
Futures contracts, at fair value:
Futures contracts purchased:
Financial 0.3 $ 93,025
Food & Fiber 0.0* (627)
Grains 0.2 60,185
Indices 1.8 559,742
Livestock 0.1 17,540
Metals (1.4) (435,488)
---- ------------
Total futures contracts purchased 1.0 294,377
---- ------------
Futures contracts sold:
Financial 0.0* (8,703)
Grains 0.0* 45,432
Indices 0.1 34,500
Wood & Rubber (0.1) (40,874)
---- ------------
Total futures contracts sold 0.0 30,355
---- ------------
Total futures contracts, at fair value 1.0% $ 324,732
==== ============
Futures and forward contracts by country composition:
Canada 0.5% $ 158,626
Japan 0.6 195,919
United Kingdom 3.7 1,176,366
United States 0.2 82,147
Other 0.3 102,240
---- ------------
Total futures and forward contracts
by country 5.3% $ 1,715,298
==== ============
* Due to rounding.
See accompanying notes to financial statements.
25
QUADRIGA SUPERFUND, L.P. - SERIES A
Condensed Schedule of Investments
December 31, 2003
PERCENTAGE MARKET OR
FACE VALUE OF NET ASSETS UNREALIZED
----------- ------------- -----------
Debt securities United States, at market:
United States Treasury Bills due May 27, 2004
(cost $13,739,594), securities are held in margin
accounts as collateral for open futures
and forwards $13,805,000 85.2% $13,749,608
==== ===========
Forward contracts, at fair value:
Unrealized appreciation on forward contracts:
Currencies 0.9% $ 140,479
Metals 6.5 1,056,370
---- -----------
Total unrealized appreciation
on forward contracts 7.4 1,196,849
---- -----------
Unrealized depreciation on forward contracts:
Currencies (0.4) (65,291)
Metals (1.0) (166,015)
---- -----------
Total unrealized depreciation
on forward contracts (1.4) (231,306)
---- -----------
Total forward contracts, at fair value 6.0% $ 965,543
==== ===========
Futures contracts, at fair value:
Futures contracts purchased:
Energy 1.7 $ 279,675
Grains 0.1 17,861
Indices 0.2 27,189
Metals 1.6 258,921
---- -----------
Total futures contracts purchased 3.6 583,646
---- -----------
Futures contracts sold:
Grains (0.1) (9,521)
Indices 0.0* 926
---- -----------
Total futures contracts sold (0.1) (8,595)
---- -----------
Total futures contracts, at fair value 3.5% $ 575,051
==== ===========
Futures and forward contracts by country composition:
Japan 0.4% $ 68,877
United Kingdom 6.0 977,375
United States 3.1 494,342
---- -----------
Total futures and forward contracts
by country 9.5% $ 1,540,594
==== ===========
* Due to rounding.
See accompanying notes to financial statements.
26
QUADRIGA SUPERFUND, L.P. - SERIES A
Statements of Operations
Years ended December 31, 2004 and 2003
2004 2003
----------- -----------
Investment income, interest $ 291,745 $ 73,045
----------- -----------
Expenses:
Management fee 451,601 166,849
Organization and offering expenses 244,109 90,189
Operating expenses 36,616 13,528
Selling commission 976,433 360,755
Incentive fee 651,950 226,783
Brokerage commissions 907,482 420,816
Other 45,465 19,997
----------- -----------
Total expenses 3,313,656 1,298,917
----------- -----------
Net investment loss (3,021,911) (1,225,872)
----------- -----------
Realized and unrealized gain on investments:
Net realized gain on futures and forward contracts 5,753,291 1,867,602
Net change in unrealized appreciation on futures and
forward contracts 174,704 1,472,256
----------- -----------
Net gain on investments 5,927,995 3,339,858
----------- -----------
Net increase in net assets from operations $ 2,906,084 $ 2,113,986
=========== ===========
See accompanying notes to financial statements.
27
QUADRIGA SUPERFUND, L.P. - SERIES A
Statements of Changes in Net Assets
Years ended December 31, 2004 and 2003
2004 2003
------------ ------------
Net increase in net assets from operations:
Net investment loss $ (3,021,911) $ (1,225,872)
Net realized gain on futures and forward contracts 5,753,291 1,867,602
Net change in unrealized appreciation on futures and
forward contracts 174,704 1,472,256
------------ ------------
Net increase in net assets from operations 2,906,084 2,113,986
Capital share transactions:
Issuance of shares 15,308,393 13,267,146
Redemption of shares (2,590,997) (452,778)
------------ ------------
Net increase in net assets from capital
share transactions 12,717,396 12,814,368
------------ ------------
Net increase in net assets 15,623,480 14,928,354
Net assets, beginning of year 16,144,789 1,216,435
------------ ------------
Net assets, end of year $ 31,768,269 $ 16,144,789
============ ============
Shares, beginning of year 12,256.648 1,110.275
Issuance of shares 11,395.938 11,558.690
Redemption of shares (1,992.448) (412.317)
------------ ------------
Shares, end of year 21,660.138 12,256.648
============ ============
See accompanying notes to financial statements.
28
QUADRIGA SUPERFUND, L.P. - SERIES A
Statements of Cash Flows
Years ended December 31, 2004 and 2003
2004 2003
------------ ------------
Cash flows from operating activities:
Net increase in net assets from operations $ 2,906,084 $ 2,113,986
Adjustments to reconcile net increase (decrease) in net assets
to net cash used in operating activities:
Changes in operating assets and liabilities:
U.S. Government securities (11,889,389) (12,804,510)
Due from brokers (3,175,358) (173,239)
Futures contracts purchased 289,269 (503,759)
Unrealized appreciation on open forward contracts (604,216) (1,195,863)
Futures contracts sold (38,950) 3,704
Unrealized depreciation on open forward contracts 179,193 223,662
Due to brokers (532,552) 532,552
Fees payable 91,671 51,437
------------ ------------
Net cash used in operating activities (12,774,248) (11,752,030)
------------ ------------
Cash flows from financing activities:
Subscriptions, net of change in advance subscriptions 14,686,961 13,391,683
Redemptions, net of redemption payable (2,599,037) (444,738)
------------ ------------
Net cash provided by financing activities 12,087,924 12,946,945
------------ ------------
Net increase in cash (686,324) 1,194,915
Cash, beginning of year 1,597,546 402,631
------------ ------------
Cash, end of year $ 911,222 $ 1,597,546
============ ============
Supplemental disclosure of noncash financing activities:
2004 contributions received in 2003 $ 1,097,282
2003 contributions received in 2002 $ 972,745
Redemptions payable $ 8,040
See accompanying notes to financial statements.
29
QUADRIGA SUPERFUND, L.P. - SERIES B
Statements of Assets and Liabilities
December 31, 2004 and 2003
2004 2003
----------- -----------
Assets:
U.S. Government securities, at market (cost $32,907,267 and
$17,392,760 in December 31, 2004 and 2003, respectively) $32,964,488 $17,405,163
Due from brokers 6,206,789 3,187,377
Futures contracts purchased 503,878 1,030,282
Futures contracts sold 53,415 --
Unrealized appreciation on open forward contracts 3,433,661 2,176,599
Cash 1,826,691 854,910
----------- -----------
Total assets 44,988,922 24,654,331
----------- -----------
Liabilities:
Futures contracts sold -- 15,398
Unrealized depreciation on open forward contracts 976,707 436,869
Advance subscriptions 1,288,630 920,395
Due to broker -- 1,006,857
Redemption payable -- 8,152
Fees payable 249,221 129,889
----------- -----------
Total liabilities 2,514,558 2,517,560
----------- -----------
Net assets $42,474,364 $22,136,771
=========== ===========
Number of shares 24,547.544 14,945.226
Net assets value per share $ 1,730.29 $ 1,481.19
See accompanying notes to financial statements.
30
QUADRIGA SUPERFUND, L.P. - SERIES B
Condensed Schedule of Investments
December 31, 2004
PERCENTAGE MARKET OR
FACE VALUE OF NET ASSETS UNREALIZED
----------- ------------- -----------
Debt securities United States, at market:
United States Treasury Bills due June 2, 2005
(cost $32,907,267), securities are held in margin
accounts as collateral for open futures
and forwards $33,300,000 77.6% $32,964,488
==== ===========
Forward contracts, at fair value:
Unrealized appreciation on forward contracts:
Currencies 2.7% $ 1,160,542
Metals 5.4 2,273,119
---- -----------
Total unrealized appreciation
on forward contracts 8.1 3,433,661
---- -----------
Unrealized depreciation on forward contracts:
Currencies (0.7) (277,021)
Metals (1.6) (699,686)
---- -----------
Total unrealized depreciation
on forward contracts (2.3) (976,707)
---- -----------
Total forward contracts, at fair value 5.8% $ 2,456,954
==== ===========
Futures contracts, at fair value:
Futures contracts purchased:
Financial 0.3 $ 136,558
Food & Fiber 0.0* (1,143)
Grains 0.2 109,485
Indices 2.5 1,051,088
Livestock 0.0* 30,900
Metals (1.9) (823,010)
---- -----------
Total futures contracts purchased 1.1 503,878
---- -----------
Futures contracts sold:
Financial 0.0* (16,281)
Grains 0.2 80,231
Indices 0.2 64,500
Wood & Rubber (0.2) (75,035)
---- -----------
Total futures contracts sold 0.2 53,415
---- -----------
Total futures contracts, at fair value 1.3% $ 557,293
==== ===========
Futures and forward contracts by country composition:
Canada 0.7% $ 291,605
Japan 0.8 360,659
United Kingdom 4.8 2,026,818
United States 0.4 155,681
Other 0.4 179,484
---- -----------
Total futures and forward contracts
by country 7.1% $ 3,014,247
==== ===========
* Due to rounding.
See accompanying notes to financial statements.
31
QUADRIGA SUPERFUND, L.P. - SERIES B
Condensed Schedule of Investments
December 31, 2003
PERCENTAGE MARKET OR
FACE VALUE OF NET ASSETS UNREALIZED
----------- ------------- -----------
Debt securities United States, at market:
United States Treasury Bills due May 27, 2004
(cost $17,392,760), securities are held in margin
accounts as collateral for open futures
and forwards $17,475,000 78.6% $17,405,163
==== ===========
Forward contracts, at fair value:
Unrealized appreciation on forward contracts:
Currencies 1.2% $ 267,624
Metals 8.6 1,908,975
---- -----------
Total unrealized appreciation
on forward contracts 9.8 2,176,599
---- -----------
Unrealized depreciation on forward contracts:
Currencies (0.6) (127,939)
Metals (1.4) (308,930)
---- -----------
Total unrealized depreciation
on forward contracts (2.0) (436,869)
---- -----------
Total forward contracts, at fair value 7.8% $ 1,739,730
==== ===========
Futures contracts, at fair value:
Futures contracts purchased:
Energy 2.2 $ 485,012
Grains 0.2 34,904
Indices 0.2 48,460
Metals 2.1 461,906
---- -----------
Total futures contracts purchased 4.7 1,030,282
---- -----------
Futures contracts sold:
Grains (0.1) (17,045)
Indices 0.0* 1,647
---- -----------
Total futures contracts sold (0.1) (15,398)
---- -----------
Total futures contracts, at fair value 4.6% $ 1,014,884
==== ===========
Futures and forward contracts by country composition:
Japan 0.5% $ 108,030
United Kingdom 7.9 1,755,449
United States 4.0 891,135
---- -----------
Total futures and forward contracts
by country 12.4% $ 2,754,614
==== ===========
* Due to rounding.
See accompanying notes to financial statements.
32
QUADRIGA SUPERFUND, L.P. - SERIES B
Statements of Operations
Years ended December 31, 2004 and 2003
2004 2003
------------ -----------
Investment income, interest $ 376,469 $ 99,890
------------ -----------
Expenses:
Management fee 606,117 235,286
Organization and offering expenses 327,631 127,182
Operating expenses 49,145 19,077
Selling commission 1,310,521 508,727
Incentive fee 1,158,857 486,682
Brokerage commissions 1,702,193 769,895
Other 81,955 11,915
------------ -----------
Total expenses 5,236,419 2,158,764
------------ -----------
Net investment loss (4,859,950) (2,058,874)
------------ -----------
Realized and unrealized gain on investments:
Net realized gain on futures and forward contracts 10,178,977 3,065,723
Net change in unrealized appreciation on futures and
forward contracts 259,633 2,562,594
------------ -----------
Net gain on investments 10,438,610 5,628,317
------------ -----------
Net increase in net assets from operations $ 5,578,660 $ 3,569,443
============ ===========
See accompanying notes to financial statements.
33
QUADRIGA SUPERFUND, L.P. - SERIES B
Statements of Changes in Net Assets
Years ended December 31, 2004 and 2003
2004 2003
------------ ------------
Net increase in net assets from operations:
Net investment loss $ (4,859,950) $ (2,058,874)
Net realized gain on futures and forward contracts 10,178,977 3,065,723
Net change in unrealized appreciation on futures and
forward contracts 259,633 2,562,594
------------ ------------
Net increase in net assets from operations 5,578,660 3,569,443
Capital share transactions:
Issuance of shares 18,893,934 17,715,452
Redemption of shares (4,135,001) (1,345,105)
------------ ------------
Net increase in net assets from capital
share transactions 14,758,933 16,370,347
------------ ------------
Net increase in net assets 20,337,593 19,939,790
Net assets, beginning of year 22,136,771 2,196,981
------------ ------------
Net assets, end of year $ 42,474,364 $ 22,136,771
============ ============
Shares, beginning of year 14,945.226 1,894.331
Issuance of shares 12,425.604 14,228.020
Redemption of shares (2,823.286) (1,177.125)
------------ ------------
Shares, end of year 24,547.544 14,945.226
============ ============
See accompanying notes to financial statements.
34
QUADRIGA SUPERFUND, L.P. - SERIES B
Statements of Cash Flows
Years ended December 31, 2004 and 2003
2004 2003
------------ ------------
Cash flows from operating activities:
Net increase in net assets from operations $ 5,578,660 $ 3,569,443
Adjustments to reconcile net increase (decrease) in net assets
to net cash used in operating activities:
Changes in operating assets and liabilities:
U.S. Government securities (15,559,325) (15,862,966)
Due from brokers (3,019,412) (2,034,815)
Futures contracts purchased 526,404 (806,997)
Unrealized appreciation on open forward contracts (1,257,062) (2,169,037)
Futures contracts sold (68,813) 2,425
Unrealized depreciation on open forward contracts 539,838 411,015
Due to brokers (1,006,857) 1,006,857
Fees payable 119,332 5,179
------------ ------------
Net cash used in operating activities (14,147,235) (15,878,896)
------------ ------------
Cash flows from financing activities:
Subscriptions, net of change in advance subscriptions 19,262,169 17,674,079
Redemptions, net of redemption payable (4,143,153) (1,336,953)
------------ ------------
Net cash provided by financing activities 15,119,016 16,337,126
------------ ------------
Net increase in cash 971,781 458,230
Cash, beginning of year 854,910 396,680
------------ ------------
Cash, end of year $ 1,826,691 $ 854,910
============ ============
Supplemental disclosure of noncash financing activities:
2004 contributions received in 2003 $ 920,395
2003 contributions received in 2002 $ 91,768
Redemptions payable $ 8,152
See accompanying notes to financial statements.
35
QUADRIGA SUPERFUND, L.P. - SERIES A AND SERIES B
Notes to Financial Statements
December 31, 2004 and 2003
(1) NATURE OF OPERATIONS
ORGANIZATION AND BUSINESS
Quadriga Superfund, L.P. (the Fund), a Delaware Limited Partnership,
commenced operations on November 5, 2002. The Fund was organized to
trade speculatively in the United States of America (U.S.) and
International commodity equity markets using a strategy developed by
Quadriga Capital Management, Inc., the General Partner and Trading
Manager of the Fund. The Fund has issued two classes of Units, Series
A and Series B. The two Series will be traded and managed the same way
except for the degree of leverage.
The term of the Fund shall continue until December 31, 2050, unless
terminated earlier by the General Partner or by operation of the law
or a decline in the aggregate net assets of such series to less than
$500,000.
(2) SIGNIFICANT ACCOUNTING POLICIES
(A) VALUATION OF INVESTMENTS IN FUTURES AND FORWARD CONTRACTS
All commodity interests (including derivative financial
instruments and derivative commodity instruments) are used
for trading purposes. The commodity interests are recorded on
trade date basis and open contracts are recorded in the
statements of assets and liabilities at fair value on the
last business day of the period, which represents market
value for those commodity interests for which market quotes
are readily available.
Exchange-traded futures contracts are valued at settlement
prices published by the recognized exchange. Any spot and
forward foreign currency contracts held by the Funds will be
valued at published settlement prices or at dealers' quotes.
(B) TRANSLATION OF FOREIGN CURRENCY
Assets and liabilities denominated in foreign currencies are
translated into U.S. dollar amounts at the period end
exchange rates. Purchases and sales of investments, and
income and expenses, that are denominated in foreign
currencies, are translated into U.S. dollar amounts on the
transaction date. Adjustments arising from foreign currency
transactions are reflected in the statements of operations.
The Fund does not isolate that portion of the results of
operations arising from the effect of changes in foreign
exchange rates on investments from fluctuations from changes
in market prices of investments held. Such fluctuations are
included in net gain (loss) on investments in the statements
of operations.
36
(C) INVESTMENT TRANSACTIONS AND RELATED INVESTMENT INCOME
Investment transactions are accounted for on a trade-date
basis. Interest is recognized on the accrual basis.
(D) INCOME TAXES
The Fund does not record a provision for U.S. income taxes
because the partners report their share of the Fund's income
or loss on their returns. The financial statements reflect
the Fund's transactions without adjustment, if any, required
for income tax purposes.
(E) USE OF ESTIMATES
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
of America requires the General Partner to make estimates and
assumptions that affect the amounts disclosed in the
financial statements. Actual results could differ from those
estimates.
(3) DUE FROM/TO BROKERS
Due from brokers consist of proceeds from securities sold. Amounts due
from brokers may be restricted to the extent that they serve as
deposits for securities sold short. Amounts due to brokers represent
margin borrowings that are collateralized by certain securities.
In the normal course of business, all of the Fund's marketable
securities transactions, money balances, and marketable security
positions are transacted with brokers. The Fund is subject to credit
risk to the extent any broker with which it conducts business is
unable to fulfill contractual obligations on its behalf. The General
Partner monitors the financial condition of such brokers and does not
anticipate any losses from these counterparties.
(4) ALLOCATION OF NET PROFITS AND LOSSES
In accordance with the Limited Partnership Agreement, net profits and
losses of the Fund are allocated to partners according to their
respective interests in the Fund as of the beginning of each month.
Advance subscriptions represent cash received prior to December 31,
2004 for contributions of the subsequent month and do not participate
in the earnings of the Fund until January 1, 2005.
(5) RELATED PARTY TRANSACTIONS
In accordance with the Limited Partnership Agreement, Quadriga Capital
Management, Inc., the General Partner shall be paid a monthly
management fee equal to one-twelfth of 1.85% (1.85% per annum), a
monthly organization and offering fee equal to one-twelfth of 1% (1%
per annum) and monthly operating expenses equal to one-twelfth of
0.15% (0.15% per annum). In accordance with the Prospectus dated
October 31, 2002 Part One-Disclosure Document, Quadriga Asset
Management, Inc., shall be paid
37
monthly selling commissions equal to one-twelfth of 4% (4% per annum),
of the month end net asset value of the Fund.
The General Partner will also be paid a monthly performance/incentive
fee equal to 25% of the new appreciation of net asset value without
respect to interest income. Trading losses will be carried forward and
no further performance/incentive fee may be paid until the prior
losses have been recovered.
(6) FINANCIAL HIGHLIGHTS
Financial highlights for the period January 1, 2004 through December
31, 2004 are as follows:
SERIES A SERIES B
--------- --------
Total return:
Total return before incentive fees 13.6% 20.0%
Incentive fees (2.3) (3.2)
--------- --------
Total return after incentive fees 11.3% 16.8%
========= ========
Ratio to average partners' capital:
Operating expenses before incentive fees 10.8% 12.4%
Incentive fees 2.7 3.6
--------- --------
Total expenses 13.5% 16.0%
========= ========
Net investment loss 12.3% 14.8%
Net assets value per unit, beginning of period $1,317.23 1,481.19
Net investment income (179.76) (244.77)
Net gain on investments 329.20 493.87
--------- --------
Net asset value per unit, end of period $1,466.67 1,730.29
========= ========
Financial highlights are calculated for each series taken as a whole.
An individual partner's return and ratios may vary based on the timing
of capital transactions.
(7) FINANCIAL INSTRUMENT RISK
In the normal course of its business, the Fund is party to financial
instruments with off-balance sheet risk, including derivative
financial instruments and derivative commodity instruments. The term
"off balance sheet risk" refers to an unrecorded potential liability
that, even though it does not appear on the balance sheet, may result
in a future obligation or loss. These financial instruments may
include forwards, futures, and options, whose values are based upon an
underlying asset, index, or reference rate, and generally represent
future commitments to exchange currencies or cash flows, to purchase
or sell other financial instruments at specific terms at specific
future dates, or, in the case of derivative commodity instruments, to
have a reasonable possibility to be settled in cash, through physical
delivery or with another financial instrument. These instruments may
be traded on an exchange or over-the-counter (OTC). Exchange traded
instruments are standardized and include futures and certain option
contracts. OTC
38
contracts are negotiated between contracting parties and include
forwards and certain options. Each of these instruments is subject to
various risks similar to those related to the underlying financial
instruments including market and credit risk. In general, the risks
associated with OTC contracts are greater than those associated with
exchange traded instruments because of the greater risk of default by
the counter party to an OTC contract.
Market risk is the potential for changes in the value of the financial
instruments traded by the Fund due to market changes, including
interest and foreign exchange rate movements and fluctuations in
commodity of security prices. In entering into these contracts, there
exists a market risk that such contracts may be significantly
influenced by conditions, such as interest rate volatility, resulting
in such contracts being less valuable. If the markets should move
against all of the futures interest positions at the same time, and
the General Partner was unable to offset such positions, the Fund
could experience substantial losses.
Credit risk is the possibility that a loss may occur due to the
failure of a counter party to perform according to the terms of a
contract. Credit risk with respect to exchange-traded instruments is
reduced to the extent that an exchange or clearing organization acts
as a counter party to the transactions. The Fund's risk of loss in the
event of counter party default is typically limited to the amounts
recognized in the statements of assets and liabilities and not
represented by the contract or notional amounts of the instruments.
The Fund has credit risk and concentration risk because the brokers
with respect to the Fund's assets are ADM Investor Services Inc.,
FIMAT USA Inc., Bear, Stearns and Co. Inc., Barclays Capital Inc., and
Man Financial.
The General Partner monitors and controls the Fund's risk exposure on
a daily basis through financial, credit and risk management monitoring
systems, and accordingly believes that it has effective procedures for
evaluating and limiting the credit and market risks to which the Fund
is subject. These monitoring systems allow the Fund's General Partner
to statistically analyze actual trading results with risk adjusted
performance indicators and correlation statistics. In addition,
on-line monitoring systems provide account analysis of futures and
forward positions by sector, margin requirements, gain and loss
transactions, and collateral positions.
The majority of these instruments mature within one year of December
31, 2004. However, due to the nature of the Fund's business, these
instruments may not be held to maturity.
(8) SUBSCRIPTIONS AND REDEMPTIONS
Investors must submit subscriptions at least five business days prior
to the applicable month-end closing date and they will be accepted
once payments are received and cleared. All subscriptions funds are
required to be promptly transmitted to HSBC Bank USA (the Escrow
Agent). Subscriptions must be accepted or rejected by Quadriga Capital
Management, Inc. within five business days of receipt, and the
settlement date for the deposit of subscription funds in escrow must
be within five business days of acceptance. No fees or costs will be
assessed on any subscription while held in escrow,
39
irrespective of whether the subscription is accepted or subscription
funds returned. The Escrow Agent will invest the subscription funds in
short-term United States Treasury bills or comparable authorized
instruments while held in escrow.
A limited partner of a Series may request any or all of his investment
in such Series be redeemed by such Series at the net asset value of a
Unit within such Series as of the end of the month, subject to a
minimum redemption of $1,000 and subject further to such limited
partner having an investment in such Series, after giving effect to
the requested redemption, at least equal to the minimum initial
investment amount of $5,000. Limited partners must transmit a written
request of such withdrawal to Quadriga Capital Management, Inc. not
less than ten business days prior to the end of the month (or such
shorter period as permitted by Quadriga Capital Management, Inc.) as
of which redemption is to be effective. Redemptions will generally be
paid within 20 days after the date of redemption. However, in special
circumstances, including, but not limited to, inability to liquidate
dealers' positions as of a redemption date or default or delay in
payments due to each Series from clearing brokers, banks or other
persons or entities, each Series may in turn delay payment to persons
requesting redemption of the proportionate part of the net assets of
each Series represented by the sums that are subject of such default
or delay.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized on March 30, 2005.
QUADRIGA SUPERFUND, L.P.
(Registrant)
By: QUADRIGA CAPITAL MANAGEMENT, INC.
General Partner
By: /s/ Christian Baha
-----------------------------------
Christian Baha
President and Chief Executive
Officer
40
EXHIBIT INDEX
Exhibit No. Description of Document Page No.
- ----------- ----------------------- --------
31.1 Certification by Chief Executive Officer Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002 42
32.1 Certification by Chief Executive Officer Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 43
31.2 Certification by Chief Financial Officer Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002 44
32.2 Certification by Chief Financial Officer Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 45
41