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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 MARCH 31, 2003
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________________ to___________________
Commission File Number: 333-41780
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
BARRINGTON, ILLINOIS 60010 (847) 304-0450
(Address of principal executive offices) (Registrant's telephone number, 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
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act) [ ] Yes [X] No
PART I--FINANCIAL INFORMATION
ITEM 1. Financial Statements.
a) Accountants Review Report
b) Income Statement for the Three Months Ended March 31, 2003
and 2002.
c) Balance Sheet as of March 31, 2003 and December 31, 2002
d) Statement of Changes in Partner's Equity for the Three
Months Ended March 31, 2003.
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.
ITEM 4. Controls and Procedures
PART II--OTHER INFORMATION
ITEM 1. Legal Proceedings.
ITEM 6. Exhibits and Reports on Form 8-K (Section 249.308 of this chapter).
a) Exhibits required by Item 601 of Regulation S-K
b) Reports on Form 8-K
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 March 31, 2003 and related statements of
income and changes in partners' equity for the three 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
April 11, 2003
ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.
INCOME STATEMENT
For The Three Months Ended March 31, 2003 and 2002
(Unaudited)
3 m/e 3 m/e
3/31/2003 3/31/2002
--------- ---------
REVENUE
Realized net trading gain $ 1,227,238 $ 321,118
Realized gain (loss) on securities 49,935 (11,550)
Change in unrealized net trading gain (loss) (878,755) 408,054
Change in unrealized (loss) on securities (66,948) (28,997)
Foreign exchange gain 6,322 353
Interest income -- securities 46,775 47,750
Interest income 2,864 3,545
----------- -----------
Total Revenue 387,431 740,273
----------- -----------
EXPENSE
Commissions 11,608 8,084
Management fees 40,058 28,370
Administrative fees 27,016 22,193
Amortization expense -- 21,566
----------- -----------
Total Expense 78,682 80,213
----------- -----------
Net Income $ 308,749 $ 660,060
=========== ===========
ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.
BALANCE SHEET
March 31, 2003 and December 31, 2002
(Unaudited)
3/31/2003 12/31/2002
--------- ----------
ASSETS
Cash at bank $ 45,052 $ 182,497
Cash at broker 919,774 1,010,459
Investment in securities 6,094,688 5,998,810
Unrealized net trading gain (loss) (546,429) 332,325
Interest receivable -- securities 49,019 239
----------- ----------
Total Assets $ 6,562,104 $7,524,330
=========== ==========
LIABILITIES
Commissions payable $ 2,665 $ 2,839
Accrued management fees 12,803 13,014
Administrative fees payable 20,384 41,161
Organizational costs payable -- 167,699
Redemptions payable -- 21,361
----------- ----------
Total Liabilities 35,852 246,074
----------- ----------
PARTNERSHIP EQUITY
Limited Partners Equity 6,526,252 7,278,256
----------- ----------
Total Liabilities and Partnership Equity $ 6,562,104 $7,524,330
=========== ==========
ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.
STATEMENT OF CHANGES IN PARTNERS' EQUITY
For The Three Months Ended March 31, 2003
(Unaudited)
3 m/e 3 m/e
3/31/2003 3/31/2002
--------- ---------
Equity at Beginning of Quarter $ 7,278,256 $ 4,902,703
Additions -- 340,707
Net income 308,749 660,060
Withdrawals (1,060,753) (181,873)
----------- -----------
Equity at End of Quarter $ 6,526,252 $ 5,721,597
=========== ===========
PER UNIT DATA
3/31/2003 3/31/2002
--------- ---------
Net asset value $ 118.81 $ 104.17
=========== ===========
Net income $ 5.62 $ 12.02
=========== ===========
Units outstanding 54,929 54,928
=========== ===========
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".
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
FINANCIAL CONDITION
Total equity decreased by $752,004 in the three months ended March
31, 2003, due to limited partner withdrawals of ($1,060,753) and net
income of $308,749.
RESULTS OF OPERATIONS
NET REVENUES (LOSSES)
The realized net trading gains of $1,277,173 and $309,568 are the
results of three months of trading ending March 31, 2003 and 2002.
The realized trading gains include realized gains (losses) on
securities of $49,935 and ($11,550) for the same periods. The
interest income includes accrued interest income on securities of
$46,775 and $47,750 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, 2002.
There have been no material changes in the computation of these
fees.
Organizational Costs for the Fund totaled $482,397. These costs were
amortized over the three-month period beginning November 2001. These
costs include legal fees, accounting fees and printing costs.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
NOT APPLICABLE
ITEM 4. Controls and Procedures.
(a) Evaluation and Disclosures an Procedures
As required by new Rule 13a-15 under the Securities and
Exchange Act of 1934, within 90 days prior to the date of this
report, the Registrant carried out an evaluation under the
supervision and with the participation of the Registrant's
management, including the Chief Executive Officer (CEO) and Chief
Financial Officer (CFO), of the effectiveness of the design and
operation of the disclosure controls and procedures. Based upon that
evaluation, the management, including the CEO and CFO, concluded
that the disclosure controls and procedures were effective to ensure
that information required to be disclosed by the Registrant in the
reports it files or submits under the Exchange Act is recorded,
processed, summarized and reported, within the time periods
specified in the Securities and Exchange Commission's rules and
forms. In connection with the new rules and as a matter of practice,
the Registrant continues to review and document disclosure controls
and procedures, including internal controls and procedures for
financial reporting. From time to time, the Registrant may make
changes aimed at enhancing the effectiveness of the controls and to
ensure that the systems evolve with the business. There have been no
significant changes in the internal controls or in other factors
that could significantly affect internal controls subsequent to the
date the Registrant carried out its evaluation.
(b) Changes in Internal Controls
None.
PART II--OTHER INFORMATION
ITEM 1. Legal Proceedings.
None
ITEM 6. Exhibits and Reports on Form 8-K (Section 249.308 of this chapter).
a) Required Exhibits:
Exhibit 2 - Plan of acquisition, reorganization, arrangement,
liquidation, or succession
None
Exhibit 3 - Articles of Incorporation and By-laws
This required exhibit is incorporated by reference
from the exhibit included with Form S-1 Registration
Statement and Amendments No. 333-41780.
Exhibit 4 - Instruments defining the rights of security holders,
including indentures
The required exhibit is incorporated by reference from
the exhibit included with Form S-1 Registration
Statement and Amendments No. 333-41780.
Exhibit 10 - Material Contracts
None
Exhibit 11 - Statement re computation of per share earnings
The required exhibit is incorporated by reference from
the information contained in Part I, Item 1, Financial
Information.
Exhibit 15 - Letter re unaudited interim financial information
Not Applicable
Exhibit 18 - Letter re change in accounting principles
Not Applicable
Exhibit 19 - Report furnished to security holders
The required exhibit is incorporated by reference from
the information contained in Part I, Item 1, Financial
Information.
Exhibit 22 - Published report regarding matters submitted to
vote of security holders
Not Applicable
Exhibit 23 - Consent of experts and counsel
Not Applicable
Exhibit 24 - Power of Attorney
Not Applicable
Exhibit 99 - Certification Pursuant to Section 1350 of Chapter 63
of Title 18 of the United States Code
See Exhibit 99
b) Reports on Forms 8-K
No reports on Form 8-K were filed during the first quarter
of fiscal 2003.
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)
April 22, 2003 /s/ Richard Chambers
-------------- --------------------
Date Chief Financial Officer of Beeland Management Company, LLC
April 22, 2003 /s/ Clyde Harrison
-------------- ------------------
Date Chief Executive Officer of Beeland Management Company, LLC
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: April 22, 2003
--------------
/s/ Clyde Harrison
------------------
Chief Executive Officer
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 April 22, 2003
/s/ Richard Chambers
---------------------
Chief Financial Officer