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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(X) QUARTERLY REPORT UNDER SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
OR ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter ended September 30, 2003
Commission File Number 0-24111
SMITH BARNEY WESTPORT FUTURES FUND L.P.
- ---------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 13-3939393
- --------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Citigroup Managed Futures LLC
399 Park Avenue - 7th Fl.
New York, New York 10022
- --------------------------------------------------------------------
(Address and Zip Code of principal executive offices)
(212) 559-2011
- --------------------------------------------------------------------
(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.
Yes X 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 _____
SMITH BARNEY WESTPORT FUTURES FUND L.P.
FORM 10-Q
INDEX
Page Number
PART I - Financial Information:
Item 1. Financial Statements:
Statements of Financial Condition at
September 30, 2003 and December 31, 2002
(unaudited). 3
Condensed Schedules of Investments at
September 30, 2003 and December 31, 2002
(unaudited). 4 - 5
Statements of Income and Expenses and
Partners' Capital for the three and
nine months ended September 30, 2003
and 2002 (unaudited). 6
Notes to Financial Statements
(unaudited). 7 - 11
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations. 12 - 15
Item 3. Quantitative and Qualitative
Disclosures about Market Risk. 16 - 17
Item 4. Controls and Procedures. 18
PART II - Other Information 19
2
PART I
Item 1. Financial Statements
Smith Barney Westport Futures Fund L.P.
STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
September 30, December 31,
2003 2002
-------------------------------
ASSETS:
Equity in commodity futures trading account:
Cash (restricted $21,905,851 and $14,295,525 in 2003
and 2002, respectively) $ 103,106,307 $ 77,132,693
Net unrealized (depreciation) appreciation
on open futures positions (207,015) 4,293,652
Unrealized appreciation on open forward contracts 15,069,493 7,147,983
------------- -------------
117,968,785 88,574,328
Interest receivable 67,402 66,430
------------- -------------
$ 118,036,187 $ 88,640,758
============= =============
LIABILITIES AND PARTNERS' CAPITAL:
Liabilities:
Unrealized depreciation on open forward contracts $ 10,353,586 $ 2,544,245
Accrued expenses:
Commissions 486,784 402,177
Management fees 178,659 142,743
Other 719 48,423
Redemptions payable 688,265 860,216
------------- -------------
11,708,013 3,997,804
------------- -------------
Partners' Capital:
General Partner 643.5318 Unit equivalents
outstanding in 2003 and 2002, respectively 922,998 899,735
Limited Partners, 73,490.3135 and 59,896.9581
Redeemable Units of Limited Partnership Interest outstanding
in 2003 and 2002, respectively 105,405,176 83,743,219
------------- -------------
106,328,174 84,642,954
------------- -------------
$ 118,036,187 $ 88,640,758
============= =============
See Accompanying Notes to Unaudited Financial Statements.
3
Smith Barney Westport Futures Fund L.P.
Condensed Schedule of Investments
September 30, 2003
(Unaudited)
Sector Number of Contracts Contract Fair Value
- ---------------------- --------------------- ---------------------------- ---------------
Currencies
Unrealized appreciation on
forward contracts 13.46%
GBP (86,647,514) GPB/USD 1.45%, December 17, 2003 $ 1,545,430
JPY (19,047,851,553) JPY/USD 7.05%, December 17, 2003 7,495,430
Other 4.96% 5,266,435
-----------
14,307,295
Unrealized depreciation on
forward contracts (8.93)%
EUR (74,835,000) EUR/USD (2.48)% December 17, 2003 (2,631,796)
GBP (44,563,920) GBP/USD (2.43)% December 17, 2003 (2,585,585)
Other (4.02)% (4,277,092)
------------
(9,494,473)
------------
Total Currencies 4.53% 4,812,822
------------
Total Energy (1.14) % Futures contracts sold (1.14)% (1,209,935)
------------
Total Grains 0.67% Futures contracts purchased 0.67% 717,115
-----------
Total Interest Rates U.S. 1.10% Futures contracts purchased 1.10% 1,171,643
-----------
Interest Rates Non-U.S.
Futures contracts purchased 0.60% 642,218
Futures contracts sold (1.73)% (1,841,634)
-----------
Total Interest Rates Non-U.S. (1.13)% (1,199,416)
-----------
Total Livestock (0.01)% Futures contracts purchased (0.01)% (8,290)
-----------
Metals
Total futures contracts 1.08% 1,148,285
Unrealized appreciation on
forward contracts 0.72% 762,198
Unrealized depreciation on
forward contracts (0.81)% (859,113)
----------
Total forward contracts (0.09)% (96,915)
----------
Total Metals - 0.99% 1,051,370
----------
Softs
Futures contracts purchased 0.02% 21,886
Futures contracts sold (0.05)% (57,106)
----------
Total Softs (0.03)% (35,220)
----------
Indices
Futures contracts purchased (0.83)%(883,873)
Futures contracts sold 0.09% 92,676
---------
Total Indices (0.74)% (791,197)
----------
Total Fair Value 4.24% $ 4,508,892
===========
Investments at % of Investments at
Country Composition Fair Value Fair Value
- ------------------------ --------------------- -----------------
Australia $ (107,003) (2.37)%
Canada 48,088 1.07
Germany 571,967 12.69
Japan (2,432,623) (53.95)
United Kingdom (567,689) (12.59)
United States 6,996,152 155.15
----------------- -------------
$ 4,508,892 100.00 %
================= =============
Percentages are based on Partners' capital unless otherwise indicated
See Accompanying Notes to Unaudited Financial Statements.
4
Smith Barney Westport
Futures Fund L.P.
Condensed Schedule of Investments
December 31, 2002
(Unaudited)
Number of
Sector Contracts Contract Fair Value
- --------- ---------- ------------- ----------
Currencies
Unrealized depreciation on forward contracts (2.65)% $(2,244,336)
-----------
Unrealized appreciation on forward contracts 8.36%
EURO (111,425,000) EURO/USD 3.59%, March 19, 2003 3,040,683
JY (9,065,000,000) JY/USD 1.53%, March 19, 2003 1,293,402
Other 3.24% 2,746,260
-----------
7,080,345
-----------
Total Currencies 5.71% 4,836,009
-----------
Total Energy 1.25% Futures contracts purchased 1.25% 1,056,765
-----------
Grains
Futures contracts sold 0.37% 310,617
Futures contracts purchased (0.01)% (11,460)
-----------
Total Grains 0.36% 299,157
-----------
Interest Rates U.S.
Futures contracts sold (0.98)% (825,797)
Futures contracts purchased 0.56% 471,275
-----------
Total Interest Rates U.S. (0.42)% (354,522)
-----------
Total Interest Rates Non-U.S. 2.80% Futures contracts purchased 2.80% 2,372,546
-----------
Total Livestock 0.03% Futures contracts purchased 0.03% 22,190
-----------
Metals
Futures contracts purchased 1.03% 872,518
Unrealized depreciation on forward contracts (0.35)% (299,909)
Unrealized appreciation on forward contracts 0.8% 67,638
Total forward contracts (0.27)% (232,271)
-----------
Total Metals 0.76% 640,247
-----------
Softs
Futures contracts sold (0.01)% (7,627)
Futures contracts purchased 0.27% 231,865
-----------
Total Softs 0.26% 224,238
Indices
Futures contracts sold 0.01% 16,177
Futures contracts purchased (0.25)% (215,417)
-----------
Total Indices (0.24)% (199,240)
-----------
Total Fair Value 10.51% $8,897,390
-----------
Investments % of Investments
Country Composition at Fair Value at Fair Value
- ---------------------------------- -------------------------- ------------------------
Australia $ 206,753 2.32%
Canada 49,106 0.55
Germany 830,860 9.34
Japan 714,899 8.04
United Kingdom 177,690 2.00
United States 6,918,082 77.75
-------------------------- ------------------------
$8,897,390 100.00%
========================== ========================
Percentages are based on Partners' capital unless otherwise indicated
See Accompanying Notes to Unaudited Financial Statements.
5
SMITH BARNEY WESTPORT FUTURES FUND L.P.
STATEMENTS OF INCOME AND EXPENSES AND PARTNERS' CAPITAL
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------------- -----------------------------
2003 2002 2003 2002
------------------------------- -----------------------------
Income:
Net gains (losses) on trading of commodity
interest:
Realized gains (losses) on closed positions $ (20,589,312) $ 23,550,415 $ 11,635,740 $ 30,398,758
Change in unrealized gains (losses) on open
positions 13,755,662 (5,780,560) (4,388,498) 3,423,493
------------- ------------- ------------- -------------
Net realized and unrealized gains (losses) (6,833,650) 17,769,855 7,247,242 33,822,251
Interest income 210,774 264,718 696,262 665,557
------------- ------------- ------------- -------------
(6,622,876) 18,034,573 7,943,504 34,487,808
------------- ------------- ------------- -------------
Expenses:
Brokerage commissions including clearing fees
of $56,489, $16,504, $134,180 and $59,157, respectively 1,697,592 1,260,438 4,979,061 3,136,855
Management fees 567,569 439,718 1,707,477 1,090,161
Incentive fees -- 3,207,561 972,709 4,036,135
Other expenses 45,491 31,892 110,444 96,368
------------- ------------- ------------- -------------
2,310,652 4,939,609 7,769,691 8,359,519
------------- ------------- ------------- -------------
Net income (loss) (8,933,528) 13,094,964 173,813 26,128,289
Additions 6,609,390 3,634,000 29,378,390 7,867,000
Redemptions-Limited Partners (3,279,897) (3,826,085) (7,866,983) (9,999,258)
-General Partner -- (800,000) -- (800,000)
------------- ------------- ------------- -------------
Net increase (decrease) in Partners' capital (5,604,035) 12,102,879 21,685,220 23,196,031
Partners' capital, beginning of period 111,932,209 77,011,458 84,642,954 65,918,306
------------- ------------- ------------- -------------
Partners' capital, end of period $ 106,328,174 $ 89,114,337 $ 106,328,174 $ 89,114,337
============= ============= ============= =============
Net asset value per Redeemable Unit
(74,133.8453 and 57,914.5250 Redeemable Units outstanding
at September 30, 2003 and 2002, respectively) $ 1,434.27 $ 1,538.72 $ 1,434.27 $ 1,538.72
============= ============= ============= =============
Net income (loss) per Redeemable Unit of Limited Partnership
Interest and General Partner Unit equivalent $ (119.70) $ 223.79 $ 36.15 $ 442.02
============= ============= ============= =============
See Accompanying Notes to Unaudited Financial Statements.
6
Smith Barney Westport Futures Fund L.P.
Notes to Financial Statements
September 30, 2003
(Unaudited)
1. General:
Smith Barney Westport Futures Fund L.P. (the "Partnership") is a limited
partnership which was organized on March 21, 1997 under the partnership laws of
the State of New York to engage in the speculative trading of a diversified
portfolio of commodity interests including futures contracts, options and
forward contracts. The commodity interests that are traded by the Partnership
are volatile and involve a high degree of market risk.
On April 7, 2003, Smith Barney Futures Management LLC changed its name to
Citigroup Managed Futures LLC. Citigroup Managed Futures LLC acts as the general
partner (the "General Partner") of the Partnership. The Partnership's commodity
broker is Citigroup Global Markets Inc. ("CGM"), formerly Salomon Smith Barney
Inc. CGM is an affiliate of the General Partner. The General Partner is wholly
owned by Citigroup Global Markets Holdings Inc. ("CGMHI"), formerly Salomon
Smith Barney Holdings Inc., which is the sole owner of CGM. CGMHI is a wholly
owned subsidiary of Citigroup Inc. As of September 30, 2003, all trading
decisions for the Partnership are made by John W. Henry & Company, Inc. (the
"Advisor").
The accompanying financial statements are unaudited but, in the opinion of
management, include all adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation of the Partnership's financial
condition at September 30, 2003 and December 31, 2002 and the results of its
operations for the three and nine months ended September 30, 2003 and 2002.
These financial statements present the results of interim periods and do not
include all disclosures normally provided in annual financial statements. You
should read these financial statements together with the financial statements
and notes included in the Partnership's annual report on Form 10-K filed with
the Securities and Exchange Commission for the year ended December 31, 2002.
Due to the nature of commodity trading, the results of operations for the
interim periods presented should not be considered indicative of the results
that may be expected for the entire year.
Certain prior period amounts have been reclassified to conform to current
year presentation.
(Continued)
7
Smith Barney Westport Futures Fund L.P.
Notes to Financial Statements
September 30, 2003
(Unaudited)
(Continued)
2. Financial Highlights:
Changes in net asset value per Redeemable Unit for the three and nine months
ended September 30, 2003 and 2002 were as follows:
THREE-MONTHS ENDED NINE-MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2003 2002 2003 2002
--------------------- -----------------
Net realized and unrealized
gains(losses) * $ (114.28)$ 282.14 $ 68.84 $ 519.40
Interest income 2.83 4.52 9.88 11.22
Expenses ** (8.25) (62.87) (42.57) (88.60)
--------- --------- --------- ---------
Increase(decrease) for period (119.70) 223.79 36.15 442.02
Net Asset Value per Redeemable
Unit, beginning of period 1,553.97 1,314.93 1,398.12 1,096.70
--------- --------- --------- ---------
Net Asset Value per Redeemable
Unit, end of period $ 1,434.27 $ 1,538.72 $ 1,434.27 $ 1,538.72
========= ========= ========= =========
* Includes brokerage commissions.
** Excludes brokerage commissions.
8
Smith Barney Westport Futures Fund L.P.
Notes to Financial Statements
September 30, 2003
(Unaudited)
(Continued)
Financial Highlights continued:
THREE-MONTHS ENDED NINE-MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2003 2002 2003 2002
----------------- ----------------
Ratio to average net assets: ***
Net investment loss before
incentive fees **** (7.4)% (7.1)% (7.5)% (7.0)%
=== ==== === ====
Operating expenses 8.2% 8.3% 8.3% 8.2%
Incentive fees 0.0% 15.4% 1.2% 7.7%
--- ---- --- ----
Total expenses 8.2% 23.7% 9.5% 15.9%
=== ==== === ====
Total return:
Total return before incentive fees (7.7)% 21.2% 3.4% 46.7%
Incentive fees (0.0)% (4.2)% (0.8)% (6.4)%
--- ---- --- ----
Total return after incentive fees (7.7)% 17.0% 2.6% 40.3%
=== ==== === ====
*** Annualized
**** Interest income less total expenses (exclusive of incentive fees)
The above ratios may vary for individual investors based on the timing of
capital transactions during the period.
9
Smith Barney Westport Futures Fund L.P.
Notes to Financial Statements
September 30, 2003
(Unaudited)
(continued)
3. Trading Activities:
The Partnership was formed for the purpose of trading contracts in a
variety of commodity interests, including derivative financial instruments and
derivative commodity instruments. The results of the Partnership's trading
activities are shown in the Statements of Income and Expenses and Partners'
Capital and are discussed in Item 2, Management's Discussion and Analysis of
Financial Condition and Results of Operations.
The Customer Agreement between the Partnership and CGM gives the
Partnership the legal right to net unrealized gains and losses on open futures
positions.
All of the commodity interests owned by the Partnership are held for
trading purposes. The average fair values during the nine and twelve months
ended September 30, 2003 and December 31, 2002, based on a monthly calculation,
were assets of $4,906,699 and $7,532,820, respectively. The fair values of these
commodity interests, including options thereon, if applicable, at September 30,
2003 and December 31, 2002, were assets of $4,508,892 and $8,897,390,
respectively. Fair values for exchange traded commodity futures and options are
based on quoted market prices for those futures and options. Fair values for all
other financial instruments for which market quotations are not readily
available are based on calculations approved by the General Partner.
4. Financial Instrument Risk:
In the normal course of its business the Partnership is party to financial
instruments with off-balance sheet risk, including derivative financial
instruments and derivative commodity instruments. 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 specified 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 contracts are negotiated between contracting parties and
include forwards and certain options.
10
Smith Barney Westport Futures Fund L.P.
Notes to Financial Statements
September 30, 2003
(Unaudited)
(Continued)
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 counterparty to an OTC contract.
Market risk is the potential for changes in the value of the financial
instruments traded by the Partnership due to market changes, including interest
and foreign exchange rate movements and fluctuations in commodity or security
prices. Market risk is directly impacted by the volatility and liquidity in the
markets in which the related underlying assets are traded.
Credit risk is the possibility that a loss may occur due to the failure of
a counterparty 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 counterparty to the transactions. The
Partnership's risk of loss in the event of counterparty default is typically
limited to the amounts recognized as unrealized appreciation in the statement of
financial condition and not represented by the contract or notional amounts of
the instruments. The Partnership has credit risk and concentration risk because
the sole counterparty or broker with respect to the Partnership's assets is CGM.
The General Partner monitors and controls the Partnership'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 Partnership is
subject. These monitoring systems allow the 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, forward and option positions by sector, margin
requirements, gain and loss transactions and collateral positions.
The majority of these instruments mature within one year of September 30,
2003. However, due to the nature of the Partnership's business, these
instruments may not be held to maturity.
11
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Liquidity and Capital Resources
The Partnership does not engage in the sale of goods or services. Its only
assets are its equity in its commodity futures trading account, consisting of
cash, net unrealized appreciation (depreciation) on open futures and forward
contracts, commodity options and interest receivable. Because of the low margin
deposits normally required in commodity futures trading, relatively small price
movements may result in substantial losses to the Partnership. While substantial
losses could lead to a substantial decrease in liquidity, no such losses
occurred in the Partnership's third quarter of 2003.
The Partnership's capital consists of capital contributions, as increased
or decreased by realized and/or unrealized gains or losses on commodity futures
trading and expenses, interest income, redemptions of Redeemable Units and
distributions of profits, if any.
For the nine months ended September 30, 2003, Partnership capital increased
25.6% from $84,642,954 to $106,328,174. This increase was attributable to net
income from operations of $173,813, coupled with the additional sales of
18,548.4309 Redeemable Units of Limited Partnership Interest totaling
$29,378,390 which was partially offset by the redemption of 4,955.0755
Redeemable Units of Limited Partnership Interest totaling $7,866,983. Future
redemptions can impact the amount of funds available for investment in commodity
contract positions in subsequent periods.
Critical Accounting Policies
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities, disclosures of contingent assets and liabilities at the
date of the financial statements and reported amounts of revenues and expenses
during the reporting period. Actual results could differ from these estimates.
All commodity interests (including derivative financial instruments and
derivative commodity instruments) are used for trading purposes. The commodity
interests are recorded on trade date and open contracts are recorded in the
statement of financial condition at fair value on the last business day of the
period, which represents market value for those commodity interests for which
market quotations are readily available or other measures of fair value deemed
12
appropriate by management of the General Partner for those commodity interests
and foreign currencies for which market quotations are not readily available.
Investments in commodity interests denominated in foreign currencies are
translated into U.S. dollars at the exchange rates prevailing on the last
business day of the period. Realized gains (losses) and changes in unrealized
values on open positions are recognized in the period in which the contract is
closed or the changes occur and are included in net gains (losses) on trading of
commodity interests.
Foreign currency contracts are those contracts where the Partnership agrees
to receive or deliver a fixed quantity of foreign currency for an agreed-upon
price on an agreed future date. Foreign currency contracts are valued daily, and
the Partnership's net equity therein, representing unrealized gain or loss on
the contracts as measured by the difference between the forward foreign exchange
rates at the dates of entry into the contracts and the forward rates at the
reporting date, is included in the statements of financial condition. Realized
gains (losses) and changes in unrealized values on foreign currency contracts
are recognized in the period in which the contract is closed or the changes
occur and are included in the statement of income and expenses and partners'
capital.
Results of Operations
During the Partnership's third quarter of 2003, the net asset value per
Unit decreased 7.7% from $1,553.97 to $1,434.27 as compared to an increase of
17.0% in the third quarter of 2002. The Partnership experienced a net trading
loss before brokerage commissions and related fees in the third quarter of 2003
of $6,833,650. Losses were primarily attributable to the trading of commodity
futures in energy, U.S. and non-U.S interest rates and softs and were partially
offset by gains in currencies, grains, livestock, metals and indices. The
Partnership experienced a net trading gain before brokerage commissions and
related fees in the third quarter of 2002 of $17,769,855. Gains were primarily
attributable to the trading of commodity futures in energy, grains, U.S. and
non-U.S interest rates, livestock and indices and were partially offset by
losses in currencies, softs and metals.
During the nine months ended September 30, 2003, the Partnership's net
asset value per unit increased 2.6% from 1,398.12 to 1,434.27 as compared to an
increase of 40.3% for the nine months ended September 30, 2002. The partnership
experienced a net trading gain before brokerage commissions and related fees
during the nine months ended September 30, 2003 of $7,247,242. Gains were
primarily attributable to the trading of commodity contracts in currencies,
energy, U.S. and non U.S. interest rates, livestock, and indices were partially
13
offset by losses in grains, metals, and softs. The Partnership experienced a net
trading gain before brokerage commissions and related fees during the nine
months ended September 30, 2002 of $33,822,251. Gains were primarily
attributable to the trading of commodity contracts in currencies, energy,
grains, U.S. and non-U.S. interest rates, livestock and indices and were
partially offset by losses in metals and softs.
Commodity futures markets are highly volatile. The potential for broad and
rapid price fluctuations increases the risks involved in commodity trading, but
also increases the possibility of profit. The profitability of the Partnership
depends on the existence of major price trends and the ability of the Advisor to
correctly identify those price trends. Price trends are influenced by, among
other things, changing supply and demand relationships, weather, governmental,
agricultural, commercial and trade programs and policies, national and
international political and economic events and changes in interest rates. To
the extent that market trends exist and the Advisor is able to identify them,
the Partnership expects to increase capital through operations.
Interest income on 80% of the Partnership's daily average equity maintained
in cash was earned at a 30-day U.S. Treasury bill rate determined weekly by CGM
based on the average non-competitive yield on 3-month U.S. Treasury bills
maturing in 30 days. CGM may continue to maintain the Partnership assets in cash
and/or place all of the Partnership assets in 90-day Treasury bills and pay the
Partnership 80% of the interest earned on the Treasury bills purchased. CGM will
retain 20% of any interest earned on Treasury bills. Interest income for the
three months ended September 30, 2003 decreased by $53,944 as compared to the
corresponding period in 2002. The decrease in interest income is primarily due
to a decrease in interest rates during the three months ended September 30, 2003
as compared to 2002. Interest income for the nine months ended September 30,
2003 increased by $30,705 as compared to the corresponding period in 2002. The
increase in interest income is primarily due to an increase in net assets and
partially offset by a decrease in interest rates during the nine months ended
September 30, 2003 as compared to 2002.
Brokerage commissions are calculated on the Partnership's adjusted net
asset value on the last day of each month and are affected by trading
performance, additions and redemptions. Accordingly, they must be analyzed in
relation to the fluctuations in the monthly net asset values. Commissions and
fees for the three and nine months ended September 30, 2003 increased by
$437,154 and $1,842,206, respectively, as compared to the corresponding period
14
in 2002. The increase in brokerage commissions and fees is due to higher average
net assets during the three and nine months ended September 30, 2003 as compared
to 2002.
Management fees are calculated as a percentage of the Partnership's net
asset value as of the end of each month and are affected by trading performance,
additions and redemptions. Management fees for the three and nine months ended
September 30, 2003 increased by $127,851 and $617,316, respectively, as compared
to the corresponding period in 2002. The increase in management fees is due to
higher average net assets during the three and nine months ended September 30,
2003 as compared to 2002.
Incentive fees are based on the new trading profits generated by the
Advisor at the end of the quarter as defined in the advisory agreements between
the Partnership, the General Partner and the Advisor. Trading performance for
the three and nine months ended September 30, 2003, resulted in incentive fees
of $0 and $972,709, respectively. Trading performance for the three and nine
months ended September 30, 2002, resulted in incentive fees of $3,207,561 and
$4,036,135, respectively.
15
Item. 3 Quantitative and Qualitative Disclosures about Market Risk
The Partnership is a speculative commodity pool. The market sensitive
instruments held by it are acquired for speculative trading purposes, and all or
substantially all of the Partnership'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 Partnership's main line of business.
Market movements result in frequent changes in the fair market value of the
Partnership's open positions and, consequently, in its earnings and cash flow.
The Partnership's market risk is influenced by a wide variety of factors,
including the level and volatility of interest rates, exchange rates, equity
price levels, the market value of financial instruments and contracts, the
diversification effects among the Partnership's open positions and the liquidity
of the markets in which it trades.
The Partnership 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 Partnership's past performance is not necessarily indicative of its future
results.
Value at Risk is a measure of the maximum amount which the Partnership
could reasonably be expected to lose in a given market sector. However, the
inherent uncertainty of the Partnership's speculative trading and the recurrence
in the markets traded by the Partnership of market movements far exceeding
expectations could result in actual trading or non-trading losses far beyond the
indicated Value at Risk or the Partnership's experience to date (i.e., "risk of
ruin"). In light of the foregoing as well as the risks and uncertainties
intrinsic to all future projections, the inclusion of the quantification in this
section should not be considered to constitute any assurance or representation
that the Partnership's losses in any market sector will be limited to Value at
Risk or by the Partnership's attempts to manage its market risk.
Exchange maintenance margin requirements have been used by the Partnership
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
interval. Maintenance margin has been used rather than the more generally
available initial margin, because initial margin includes a credit risk
component, which is not relevant to Value at Risk.
16
The following table indicates the trading Value at Risk associated with the
Partnership's open positions by market category as of September 30, 2003 and the
highest and lowest value at any point during the nine months ended September 30,
2003. All open position trading risk exposures of the Partnership have been
included in calculating the figures set forth below. As of September 30, 2003,
the Partnership's total capitalization was $106,328,174. There has been no
material change in the trading Value at Risk information previously disclosed in
the Form 10-K for the year ended December 31, 2002.
September 30, 2003
(Unaudited)
Year to Date
High Low Average
% of Total Value at Value at Value at
Market Sector Value at Risk Capitalization Risk Risk Risk
- ----------------------------------------------------------------------------------------------
Risk_
Currencies:
- - OTC Contracts $ 6,821,670 6.42% $ 6,993,848 $ 1,199,963 $ 5,069,973
Energy 4,011,250 3.77% 5,838,400 1,782,980 3,857,872
Grains 294,550 0.28% 581,875 158,400 395,867
Interest Rates U.S. 1,427,900 1.34% 1,966,450 446,950 1,251,102
Interest Rates Non-U.S 3,031,533 2.85% 4,616,047 1,262,702 3,338,785
Livestock 89,200 0.08% 93,600 9,900 42,638
Metals:
- -- Exchange Traded
Contracts 1,002,000 0.94% 1,619,000 218,000 689,356
- OTC Contracts 371,125 0.35% 606,950 186,175 447,892
Softs 795,948 0.75% 940,941 307,178 561,025
Indices 1,569,155 1.48% 2,358,291 788,034 1,854,776
----------- -----------
Total $19,414,331 18.26%
=========== ===========
17
Item 4. Controls and Procedures
Based on their evaluation of the Partnership's disclosure controls and
procedures as of September 30, 2003, the President and Chief Financial Officer
of the General Partner have concluded that such controls and procedures are
effective.
During the Partnership's last fiscal quarter, no changes occurred in the
Partnership's internal control over financial reporting that have materially
affected, or are reasonably likely to materially affect, the Partnership's
internal control over financial reporting.
18
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
The following information supplements and amends our discussion set forth
under Part I, Item 3 "Legal Proceedings" in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2002, as updated by our Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2003 and June 30, 2003 and
our Current Report on Form 8-K dated April 28, 2003.
ENRON
TITTLE, ET AL. v. ENRON CORP., ET AL.
On September 30, 2003, all of the claims against Citigroup in this
litigation were dismissed.
Additional Actions
Several additional actions, previously identified, have been consolidated
or coordinated with the Newby action and are stayed, except with respect to
certain discovery, until after the court's decision on class certification. In
addition, on August 15, 2003, a purported class action was brought by purchasers
of Enron stock alleging state law claims of negligent misrepresentation, fraud,
breach of fiduciary duty and aiding and abetting a breach of fiduciary duty. On
August 29, 2003, an investment company filed a lawsuit alleging that Citigroup,
CGM and several other defendants (including, among others, Enron's auditor,
financial institutions, outside law firms and rating agencies) engaged in a
conspiracy, which purportedly caused plaintiff to lose credit (in the form of a
commodity sales contract) it extended to an Enron subsidiary in purported
reliance on Enron's financial statements. On September 24, 2003, Enron filed an
adversary proceeding in its chapter 11 bankruptcy proceedings to recover alleged
preferential payments and fraudulent transfers involving Citigroup, CGM and
other entities, and to disallow or to subordinate bankruptcy claims that
Citigroup, CGM and other entities have filed against Enron.
Research
In connection with the global research settlement, on October 31, 2003,
final judgment was entered against CGM and nine other investment banks. In
addition, CGM has entered into separate settlement agreements with numerous
states and certain U.S. territories.
19
WORLDCOM
Citigroup and/or CGM are now named in approximately 35 individual state
court actions brought by pension funds and other institutional investors based
on underwriting of debt securities of WorldCom. Most of these actions have been
removed to federal court and transferred to the United States District Court for
the Southern District of New York for centralized pretrial hearings with other
WorldCom actions. On October 24, 2003, the court granted plaintiffs' motion to
have this matter certified as a class action.
OTHER
On November 3, 2003, the United States District Court for the Southern
District of New York granted the Company's motion to dismiss the consolidated
amended complaint asserting violations of certain federal and state antitrust
laws by CGM and other investment banks in connection with the allocation of
shares in initial public offerings underwritten by such parties.
Item 2. Changes in Securities and Use of Proceeds - This information relates to
the Partnership's registration statement no. 13-3939393, which was declared
effective by the SEC on August 13, 2003. For the nine months ended
September 30, 2003, there were additional sales of 18,548.4309 Redeemable
Units totaling $29,378,390. For the nine months ended September 30, 2002,
there were additional sales of 6,566.2123 Redeemable Units totaling
$7,867,000.
Proceeds from the sale of additional Redeemable Units are used in the
trading of commodity interests including futures contracts, options and
forwards contracts.
Item 3. Defaults Upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders - None
Item 5. Other Information - None
Item 6. The exhibits required to be filed by Item 601 of Regulation S-K are
incorporated herein by reference to the exhibit index of the Partnership's
Report on Form 10-K for the period ended December 31, 2002.
(a) Exhibit - 31.1 - Rule 13a-14(a)/15d-14(a) Certifications
(Certifications of President and Director)
Exhibit - 31.2 - Rule 13a-14(a)/15d-14(a) Certifications
(Certifications of Chief financial Officer and Director)
Exhibit - 32.1 - Section 1350 Certifications
(Certification of President and Director).
Exhibit - 32.2 - Section 1350 Certifications
(Certification of Chief Financial Officer and Director).
(b) Reports on Form 8-K - None
20
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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.
SMITH BARNEY WESTPORT FUTURES FUND L.P.
By: Citigroup Managed Futures LLC
(General Partner)
By: /s/ David J. Vogel
------------------------------
David J. Vogel,
President and Director
Date: 11/13/03
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
By: Citigroup Managed Futures LLC
(General Partner)
By: /s/ David J. Vogel
------------------------------
David J. Vogel,
President and Director
Date: 11/13/03
By: /s/ Daniel R. McAuliffe, Jr.
------------------------------
Daniel R. McAuliffe
Chief Financial Officer and Director
Date: 11/13/03
Exhibit 31.1
CERTIFICATIONS
I, David J. Vogel, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Smith Barney Westport
Futures Fund L.P. (the "registrant");
2. Based on my knowledge, this 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
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition and results of operations of the
registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, 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 report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
Date: November 13, 2003
By: /s/ David J. Vogel
-----------------------
David J. Vogel
Citigroup Managed Futures LLC
President and Director
Exhibit 31.2
CERTIFICATIONS
I, Daniel R. McAuliffe, Jr., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Smith Barney Westport
Futures Fund L.P. (the "registrant");
2. Based on my knowledge, this 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
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition and results of operations of the
registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, 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 report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
Date: November 13, 2003
By: /s/ Daniel R. McAuliffe, Jr.
-----------------------
Daniel R. McAuliffe, Jr.
Citigroup Managed Futures LLC
Chief Financial Officer and Director
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Smith Barney Westport Futures Fund
L.P. (the "Partnership") on Form 10-Q for the period ending September 30, 2003
as filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, David J. Vogel, President and Director of Citigroup Managed
Futures LLC, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss.
906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Partnership.
By: /s/ David J. Vogel
-----------------------
David J. Vogel
Citigroup Managed Futures LLC
President and Director
November 13, 2003
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Smith Barney Westport Futures Fund
L.P. (the "Partnership") on Form 10-Q for the period ending September 30, 2003
as filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Daniel R. McAuliffe, Jr., Chief Financial Officer and Director of
Citigroup Managed Futures LLC, certify, pursuant to 18 U.S.C. ss. 1350, as
adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Partnership.
By: /s/ Daniel R. McAuliffe, Jr.
-----------------------
Daniel R. McAuliffe, Jr.
Citigroup Managed Futures LLC
Chief Financial Officer and Director
November 13, 2003