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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________________ to_______________________
Commission File Number:
ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.
(Exact name of registrant as specified in its charter)
ILLINOIS 36-4368292
(State of organization) (I.R.S. Employer Identification No.)
BEELAND MANAGEMENT COMPANY, LLC
GENERAL PARTNER
1000 HART ROAD, SUITE 210 (847) 304-0450
BARRINGTON, ILLINOIS 60010 (Registrant's telephone number,
(Address of principal executive offices) including area code)
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.
[X] Yes [ ] No
PART I--FINANCIAL INFORMATION
ITEM 1. Financial Statements.
a) Accountants Review Report
b) Income Statement for the Three Months and Nine Months Ended
September 30, 2002.
c) Balance Sheet as of September 30, 2002 and December 31, 2001
d) Statement of Changes in Partner's Equity for the Nine Months Ended
September 30, 2002.
e) Notes to Financial Statements
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
PART II--OTHER INFORMATION
ITEM 1. Legal Proceedings.
ITEM 6. Exhibits and Reports on Form 8-K (ss. 249.308 of this chapter).
SIGNATURES
CERTIFICATIONS
PART I--FINANCIAL INFORMATION
ITEM 1. Financial Statements.
ACCOUNTANT'S REVIEW REPORT
To the General Partner of Rogers International Raw Materials Fund, L.P.
(A Limited Partnership):
We have reviewed the accompanying balance sheet of Rogers International
Raw Materials Fund, L.P. as of September 30, 2002 and related statements
of income and changes in partners' equity for the nine months then
ended, in accordance with Statements on Standards for Accounting and
Review Services issued by the American Institute of Certified Public
Accountants. All information included in the financial statements is the
representation of the management of Rogers International Raw Materials
Fund, L.P.
A review consists principally of inquiries of Company personnel and
analytical procedures applied to financial data. It is substantially
less in scope than an audit in accordance with generally accepted
auditing standards, the objective of which is the expression of an
opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made in the accompanying financial statements in order for
them to be in conformity with generally accepted accounting principles.
/s/ Vorisek & Company, LLC
Vorisek & Company, LLC
Certified Public Accountants
McHenry, IL
October 18, 2002
1
ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.
INCOME STATEMENT
For The Three Months And Nine Months Ended September 30, 2002
(Unaudited)
REVENUE
3 m/e 9 m/e
9/30/2002 9/30/2002
--------- ---------
Realized net trading gain $ 359,106 $ 1,090,107
Realized (loss) on securities 19,131 (16,750)
Change in unrealized net trading gain 124,555 277,890
Change in unrealized gain on securities 19,248 43,423
Foreign exchange gain (2,180) 2,100
Interest income - securities 10,179 114,891
Interest income 3,752 12,188
----------- -----------
Total Revenue 533,791 1,523,849
----------- -----------
EXPENSE
Commissions 12,557 34,995
Management fees 39,598 103,986
Administrative fees 23,800 71,421
Amortization expense -- 21,566
----------- -----------
Total Expense 75,955 231,968
----------- -----------
Net Income $ 457,836 $ 1,291,881
=========== ===========
2
ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.
BALANCE SHEET
September 30, 2002 and December 31, 2001
(Unaudited)
9/30/2002 12/31/2001
--------- ----------
ASSETS
Cash at bank $ 278,811 $ 144,853
Cash at broker 792,642 727,344
Investment in securities 5,975,085 4,100,000
Unrealized net trading gain 307,145 29,255
Interest receivable - securities 448 32,500
Subscriptions receivable -- 35,000
Organizational costs
(net of accumulated amortization) -- 21,566
---------- ----------
Total Assets $7,354,131 $5,090,518
========== ==========
LIABILITIES
Commissions payable $ 2,847 $ 6,141
Accrued management fees 13,574 19,187
Administrative fees payable 34,340 17,000
Organizational costs payable 2,833 145,487
---------- ----------
Total Liabilities 53,594 187,815
---------- ----------
PARTNERSHIP EQUITY
Limited Partners Equity 7,300,537 4,902,703
---------- ----------
Total Liabilities and Partnership Equity $7,354,131 $5,090,518
========== ==========
ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.
STATEMENT OF CHANGES IN PARTNERS' EQUITY
For The Nine Months Ended September 30, 2002
(Unaudited)
12/31/2001 Equity $ 4,902,703
Additions 1,318,456
Net income 1,291,881
Withdrawals (212,503)
-----------
9/30/2002 Equity $ 7,300,537
===========
PER UNIT DATA
9/30/2002 12/31/2001
--------- ----------
Net asset value $ 113.99 $ 92.29
======== ========
Units outstanding 64,047 53,124
======== ========
3
ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.
Notes to Financial Statements
(Unaudited)
In the opinion of management, the accompanying balance sheets and related
interim statements of income and changes in partners' equity include all
adjustments, consisting only of normal recurring items, necessary for their fair
presentation in conformity with U.S. generally accepted accounting principles.
The Partnership has elected not to provide a statement of cash flows as
permitted by Statement of Accounting Standards 102 " Statement of Cash Flows".
4
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
RESULTS OF OPERATIONS
There are no comparative figures for the previous year as the registrant
did not begin business operations until December 2001.
NET REVENUES (LOSSES)
The realized net trading gains of $1,073,357 and $378,237 are the
results of nine months and three months of trading ending September 30,
2002. The realized trading gains include realized gains/(losses) on
securities of ($16,750) and $19,131 for the same periods. The interest
income includes accrued interest income on securities of $114,891 and
$10,179 for the same periods.
OPERATING EXPENSES
The Fund pays substantial fees and expenses that are described in the
annual report filed for the fiscal year ended December 31, 2001. There
have been no material changes in the computation of these fees.
Organizational Costs for the Fund equaled $364,698 at December 31, 2001.
These costs have been amortized over the three-month period ended
January 31, 2002. These costs included legal fees, accounting fees and
printing costs.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk. There are no
material changes in the information provided in the annual report for
the year ended December 31, 2001. The risks described in that report are
summarized below.
RISKS RELATING TO COMMODITY TRADING AND MARKETS
You may lose all of your investment if futures prices, which are highly
unpredictable and volatile, do not increase.
The Rogers International Commodity Index is likely to be volatile and
could suffer from periods of prolonged decline in value.
Because the Rogers International Commodity Index is highly concentrated
in energy oriented raw materials, prolonged decline in value in those
commodities would have a negative impact on the Fund's performance.
Investing in units might not provide the desired diversification of an
investor's overall portfolio.
Illiquid markets could make it impossible to realize profits or limit
losses.
The Fund could have its trading disrupted due to the failure of
exchanges or clearinghouses or could lose assets deposited with futures
commission merchants or brokers.
The Fund will trade on foreign exchanges that are less regulated than
U.S. markets and are subject to risks that do not always apply to U.S.
markets.
The trading methodology utilized by the Fund may not be successful under
all or any market conditions.
Exchange trading limits may require the Fund to liquidate positions at
undesirable times, resulting in reduced profitability.
RISKS RELATING TO TAX AND OTHER REGULATORY RISKS
Regulations governing the futures market may change and could adversely
affect the Fund's operations.
Since the Fund is not a regulated investment company you will not have
the protections provided by statutes regulating those companies.
A change in tax laws could adversely affect the tax treatment of an
investment in the Fund.
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PART II--OTHER INFORMATION
ITEM 1. Legal Proceedings.
None
ITEM 6. Exhibits and Reports on Form 8-K (ss.249.308 of this chapter).
The Company filed no reports on Form 8-K during the quarter ended
September 30, 2002
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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.
Rogers International Raw Materials Fund, L.P.
---------------------------------------------
(Registrant)
October 31, 2002 /s/ Richard Chambers
- ---------------- --------------------
Date Managing Member of Beeland Management Company, LLC
October 31, 2002 /s/ Clyde Harrison
- ---------------- ------------------
Date Managing Member of Beeland Management Company, LLC
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CERTIFICATIONS*
I, Clyde Harrison, the chief executive officer of Rogers International Raw
Materials Fund L.P., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Rogers International
Raw Materials Fund L.P;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: October 31, 2002
----------------
/s/ Clyde Harrison
-----------------------
Chief Executive Officer
8
I, Richard Chambers, the chief financial officer of Rogers International Raw
Materials Fund L.P., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Rogers International
Raw Materials Fund L.P;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: October 31, 2002
----------------
/s/ Richard Chambers
-----------------------
Chief Financial Officer
9