FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED: 3/31/03 |
COMMISSION FILE NUMBER: 333-52543 |
TUDOR FUND FOR EMPLOYEES L.P.
(Exact name of registrant as specified in its charter)
Delaware |
13-3543779 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
1275 King Street, Greenwich, Connecticut |
06831 | |
(Address of principal executive offices) |
(Zip Code) | |
(203) 863-6700 | ||
(Registrants 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 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 NO x
TUDOR FUND FOR EMPLOYEES L.P.
QUARTERLY REPORT ON FORM 10-Q
Page | ||||
PART I |
||||
Item 1. |
Financial Statements |
|||
Statements of Financial Condition as of March 31, 2003 and December 31, 2002 |
3 | |||
4 | ||||
5 | ||||
Statements of Operations for the three months ended March 31, 2003 and 2002 |
6 | |||
7 | ||||
8 | ||||
Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
13 | ||
Item 3. |
16 | |||
Item 4. |
18 | |||
PART II |
||||
Item 1. |
19 | |||
Item 2. |
19 | |||
Item 3. |
19 | |||
Item 4. |
19 | |||
Item 5. |
19 | |||
Item 6. |
20 | |||
21 | ||||
22 |
PART IFINANCIAL INFORMATION
Item 1.Financial Statements
TUDOR FUND FOR EMPLOYEES L.P.
STATEMENTS OF FINANCIAL CONDITION
MARCH 31, 2003 |
DECEMBER 31, 2002 | |||||
(UNAUDITED) |
(AUDITED) | |||||
Assets |
||||||
Cash and cash equivalents |
$ |
46,356,726 |
$ |
45,498,833 | ||
Due from brokers |
|
4,834,345 |
|
3,257,380 | ||
Total assets |
$ |
51,191,071 |
$ |
48,756,213 | ||
Liabilities and partners capital: |
||||||
Liabilities: |
||||||
Pending partner additions |
$ |
2,314,843 |
$ |
2,595,000 | ||
Redemptions payable |
|
248,000 |
|
332,259 | ||
Incentive fee payable |
|
|
|
107,676 | ||
Management fee payable |
|
131,901 |
|
123,057 | ||
Accrued professional fees and other |
|
289,975 |
|
235,475 | ||
Total liabilities |
|
2,984,719 |
|
3,393,467 | ||
Partners capital: |
||||||
Limited Partners, 20,000 units authorized and 4,497.825 and 3,990.202 outstanding at March 31, 2003 and December 31, 2002 |
|
46,187,693 |
|
43,232,851 | ||
General Partner, 196.580 units outstanding at March 31, 2003 and December 31, 2002 |
|
2,018,659 |
|
2,129,895 | ||
Total partners capital |
|
48,206,352 |
|
45,362,746 | ||
Total liabilities and partners capital |
$ |
51,191,071 |
$ |
48,756,213 | ||
See accompanying notes to financial statements.
3
TUDOR FUND FOR EMPLOYEES L.P.
CONDENSED SCHEDULE OF INVESTMENTS
Description |
Market Value |
Percentage |
|||||
March 31, 2003 (UNAUDITED) |
|||||||
Futures |
|||||||
Equity indexes futures |
|||||||
North America |
$ |
(142,392 |
) |
(0.30 |
)% | ||
Asia |
|
(125,382 |
) |
(0.26 |
) | ||
Europe |
|
146,686 |
|
0.30 |
| ||
Total equity indexes futures |
|
(121,088 |
) |
(0.26 |
) | ||
Foreign exchange futures |
|||||||
North America |
|
(640 |
) |
0.00 |
| ||
Total foreign exchange futures |
|
(640 |
) |
0.00 |
| ||
Total futures |
|
(121,728 |
) |
(0.26 |
) | ||
Swaps |
|||||||
Commodity swaps |
|||||||
North America |
|
(194,428 |
) |
(0.40 |
) | ||
Total commodity swaps |
|
(194,428 |
) |
(0.40 |
) | ||
Equity swaps |
|||||||
North America |
|
67,268 |
|
0.14 |
| ||
Europe |
|
(80,176 |
) |
(0.17 |
) | ||
Total equity swaps |
|
(12,908 |
) |
(0.03 |
) | ||
Total swaps |
|
(207,336 |
) |
(0.43 |
) | ||
Forwards |
|||||||
Foreign exchange forwards |
|||||||
North America |
|
87,852 |
|
0.18 |
| ||
Asia |
|
104,350 |
|
0.22 |
| ||
Europe |
|
436 |
|
0.00 |
| ||
Total foreign exchange forwards |
|
192,638 |
|
0.40 |
| ||
Non-financial derivatives |
|||||||
Metal forwards |
|||||||
North America |
|
(212,128 |
) |
(0.44 |
) | ||
Total metal forwards |
|
(212,128 |
) |
(0.44 |
) | ||
Total investments, at market value(1) |
$ |
(348,554 |
) |
(0.73 |
)% | ||
(1) | All such amounts are included in due from broker on the statement of financial condition. |
See accompanying notes to financial statements.
4
TUDOR FUND FOR EMPLOYEES L.P.
CONDENSED SCHEDULE OF INVESTMENTS
Description |
Market Value |
Percentage |
|||||
December 31, 2002 (AUDITED) |
|||||||
Options |
|||||||
Interest rate swaptions |
|||||||
Europe |
$ |
240,933 |
|
0.53 |
% | ||
Total interest rate swaptions |
|
240,933 |
|
0.53 |
| ||
Futures |
|||||||
Equity indexes futures |
|||||||
Asia |
|
(3,382 |
) |
(0.01 |
) | ||
Total equity indexes futures |
|
(3,382 |
) |
(0.01 |
) | ||
Interest rate futures |
|||||||
Europe |
|
1,536 |
|
0.00 |
| ||
Total interest rate futures |
|
1,536 |
|
0.00 |
| ||
Foreign exchange futures |
|||||||
North America |
|
104,000 |
|
0.23 |
| ||
Total foreign exchange futures |
|
104,000 |
|
0.23 |
| ||
Total futures |
|
102,154 |
|
0.23 |
| ||
Forwards |
|||||||
Foreign exchange forwards |
|||||||
North America |
|
2,042 |
|
0.00 |
| ||
Asia |
|
167,459 |
|
0.37 |
| ||
Europe |
|
24,348 |
|
0.05 |
| ||
Total foreign exchange forwards |
|
193,849 |
|
0.42 |
| ||
Forward rate agreements |
|||||||
Europe |
|
7,864 |
|
0.02 |
| ||
Total forward rate agreements |
|
7,864 |
|
0.02 |
| ||
Total forwards |
|
201,713 |
|
0.44 |
| ||
Total investments, at market value(1) |
$ |
544,800 |
|
1.20 |
% | ||
(1) | All such amounts are included in due from broker on the statement of financial condition. |
See accompanying notes to financial statements.
5
TUDOR FUND FOR EMPLOYEES L.P.
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(UNAUDITED)
Three Months Ended March 31, |
||||||||
2003 |
2002 |
|||||||
Investment income |
||||||||
Interest |
$ |
146,856 |
|
$ |
145,130 |
| ||
Total investment income |
|
146,856 |
|
|
145,130 |
| ||
Investment expense |
||||||||
Interest |
|
536 |
|
|
697 |
| ||
Brokerage commissions |
|
76,311 |
|
|
67,474 |
| ||
Total investment expenses |
|
76,847 |
|
|
68,171 |
| ||
Operating expenses |
||||||||
Management fee |
|
196,805 |
|
|
141,255 |
| ||
Incentive fee |
|
|
|
|
64,652 |
| ||
Professional fees and other |
|
63,954 |
|
|
51,108 |
| ||
Total operating expenses |
|
260,759 |
|
|
257,015 |
| ||
Net investment loss |
|
(190,750 |
) |
|
(180,056 |
) | ||
Net realized and unrealized gains (losses) on trading activities |
||||||||
Net realized gain (loss) |
|
(1,515,071 |
) |
|
2,819,416 |
| ||
Change in net unrealized depreciation |
|
(829,197 |
) |
|
(1,417,221 |
) | ||
Net realized and unrealized gain (loss) |
|
(2,344,268 |
) |
|
1,402,195 |
| ||
Net increase (decrease) in net assets resulting from operations |
$ |
(2,535,018 |
) |
$ |
1,222,139 |
| ||
Limited Partners net (decrease) increase in net assets resulting from operations |
$ |
(2,423,782 |
) |
$ |
1,161,292 |
| ||
General Partners net (decrease) increase in net assets resulting from operations |
|
(111,236 |
) |
|
60,847 |
| ||
$ |
(2,535,018 |
) |
$ |
1,222,139 |
| |||
Change in Net Asset Value Per Unit |
$ |
(565.85 |
) |
$ |
309.57 |
| ||
Net increase (decrease) in Net Assets Per Unit |
$ |
(556.70 |
) |
$ |
321.96 |
| ||
See accompanying notes to financial statements.
6
TUDOR FUND FOR EMPLOYEES L.P.
STATEMENTS OF CHANGES IN PARTNERS CAPITAL
FOR THE PERIOD ENDED MARCH 31, 2003 (UNAUDITED)
AND THE YEAR ENDED DECEMBER 31, 2002
Limited Partners |
General Partner |
Total Capital |
Net Asset Value Per Unit | |||||||||||||||||
Units |
Capital |
Units |
Capital |
|||||||||||||||||
Partners Capital, December 31, 2001 |
3,363.810 |
|
|
30,035,126 |
|
196.580 |
|
1,755,258 |
|
|
31,790,384 |
|
$ |
8,928.90 | ||||||
Net increase in net assets resulting from operations |
|
|
|
7,705,191 |
|
|
|
374,637 |
|
|
8,079,828 |
|
||||||||
TIC 401(k) Plan unit adjustment (a) |
32.951 |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capital contributions |
807.515 |
|
|
7,624,015 |
|
|
|
|
|
|
7,624,015 |
|
||||||||
Capital redemptions |
(214.074 |
) |
|
(2,131,481 |
) |
|
|
|
|
|
(2,131,481 |
) |
||||||||
Partners Capital, December 31, 2002(b) |
3,990.202 |
|
|
43,232,851 |
|
196.580 |
|
2,129,895 |
|
|
45,362,746 |
|
$ |
10,834.75 | ||||||
Net decrease in net assets resulting from operations |
|
|
|
(2,423,782 |
) |
|
|
(111,236 |
) |
|
(2,535,018 |
) |
||||||||
TIC 401(k) Plan unit adjustment (a) |
4.001 |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capital contributions |
653.337 |
|
|
6,966,000 |
|
|
|
|
|
|
6,966,000 |
|
||||||||
Capital redemptions |
(149.715 |
) |
|
(1,587,376 |
) |
|
|
|
|
|
(1,587,376 |
) |
||||||||
Partners Capital, March 31, 2003 (b) |
4,497.825 |
|
$ |
46,187,693 |
|
196.580 |
$ |
2,018,659 |
|
$ |
48,206,352 |
|
$ |
10,268.90 | ||||||
(a) | See Note 3Capital Accounts |
(b) | See Note 3Redemption of Units |
See accompanying notes to financial statements.
7
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2003
(UNAUDITED)
1. Organization
Tudor Fund for Employees L.P. (the Partnership) was organized under the Delaware Revised Uniform Limited Partnership Act (the Act) on November 22, 1989, and commenced trading operations on July 2, 1990. Second Management LLC (the General Partner) is the general partner of the Partnership. Tudor Investment Corporation (TIC), an affiliate of the General Partner, acts as the trading advisor of the Partnership. The Partnerships trading approach and resulting positions are also utilized by the proprietary and other customer accounts of TIC and its affiliates. The General Partner is registered with the Commodity Futures Trading Commission as a Commodity Pool Operator and a Commodity Trading Advisor and is a member of the National Futures Association in such capacities. Ownership of limited partnership units is restricted to either employees of TIC and its principals or its affiliates.
The objective of the Partnership is to realize capital appreciation through speculative trading of futures, forwards, equity and interest rate swaps, option contracts and other derivative instruments, including commodity interests (collectively, derivative contracts). The Partnership will terminate on December 31, 2010 or at an earlier date if certain conditions occur as outlined in the Second Amended and Restated Partnership Agreement dated as of May 22, 1996 (the Limited Partnership Agreement).
During any offering, the purchase price of a unit will be the net asset value per unit, as defined in the Limited Partnership Agreement, at the opening of business on the first business day of the month.
Duties of the General Partner
The General Partner acts as the commodity pool operator of the Partnership and is responsible for the selection and monitoring of the commodity trading advisors used by the Partnership. The General Partner is also responsible for the performance of all administrative services necessary to the Partnerships operations.
Service Agreement
The Partnership has entered into an agreement with Citco Fund Services (U.S.A.) Inc. (the Service Company), under which the Service Company provides necessary accounting services to the Partnership, including maintenance of the financial books and records.
2. Summary of Significant Accounting Policies
Revenue Recognition and Valuation
Trading activities, including related revenues and expenses, are recorded on a trade date basis. Interest income and expense are recorded on an accrual basis.
Derivative Contracts
In the normal course of business, the Partnership enters into derivative contracts for trading. In accordance with Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities, the Partnership values derivative contracts on the statements of financial condition at independent market values when readily available from major exchanges. Otherwise, valuations are based on independent broker quotations or pricing models that consider the time value of money, volatility, and the current market and contractual prices of the underlying financial instruments. Changes in value of derivative contracts are included in the statements of operations.
8
2. Summary of Significant Accounting Policies (continued)
Cash and Cash Equivalents
Cash and cash equivalents consist of cash held at banks and highly liquid instruments with maturities of one month or less, such as overnight time deposits. Cash consists principally of interest bearing time deposits with one European bank.
Due From Brokers
Due from brokers include unrealized gains and losses on swaps, futures and forward contracts (as reflected on the condensed schedules of investments), as well as cash held at brokers net of margin debt balances.
Brokerage Commissions
These expenses represent all brokerage commissions, exchange, National Futures Association and other fees incurred in connection with the execution and clearance of derivative instruments.
Incentive Fee
The Partnership pays TIC, as trading advisor, an incentive fee equal to 12% of the Net Trading Profits (as defined in the Limited Partnership Agreement), earned as of the end of each fiscal quarter of the Partnership. Since inception of the TIC 401(k) Savings and Profit-Sharing Plan (the TIC 401(k) Plan), TIC has waived its right to receive an incentive fee attributable to units of limited partnership interest held at the beginning of each month by the TIC 401(k) Plan (Note 3).
Management Fee
The Partnership also pays TIC, for the performance of its duties, a monthly management fee equal to 1/12 of 2% (2% per annum) of the Partnerships net assets (as defined in the Limited Partnership Agreement). Since inception of the TIC 401(k) Plan, TIC has waived its right to receive a management fee attributable to units of limited partnership interest held at the beginning of each month by the TIC 401(k) Plan (Note 3).
Foreign Currency Translation
The functional currency of the Partnership is the United States dollar. All other currencies are considered to be foreign. Assets and liabilities denominated in a currency other than the U.S. dollar are translated into U.S. dollars at the closing rate of exchange as reported by a major international bank. Purchases and sales of investments, and income and expenses denominated in currencies other than U.S. dollars, are translated at the rates of exchange on the respective dates of such transactions. The resulting gains and losses from such translation are included, as part of the underlying transactions, in the accompanying statements of operations. At March 31, 2003 and December 31, 2002, there were no significant foreign currency balances.
9
2. Summary of Significant Accounting Policies (continued)
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Management believes that the estimates utilized in preparing the financial statements are reasonable and prudent; however, actual results could differ from these estimates.
Net Increase (Decrease) in Net Assets Per Unit
Net increase (decrease) in net assets per unit is computed by dividing net increase in net assets by the monthly average of units outstanding at the beginning of each month.
3. Capital Accounts
Subscriptions and Capital Contributions
Each partner, including the General Partner, has a capital account with an initial balance equal to the amount such partner paid for its units of partnership interest. The Partnerships net assets are determined monthly, and any increase or decrease from the end of the preceding month is added to or subtracted from the capital accounts of the partners based on the ratio that the balance of each capital account bears in relation to the balance of all capital accounts as of the beginning of the month. The number of units held by the TIC 401(k) Plan will be restated as necessary for management and incentive fees attributable to units held at the beginning of each month by the TIC 401(k) Plan to equate the per unit value of the TIC 401(k) Plans capital account with the Partnerships per unit value. The TIC 401(k) Plans equity in the Partnership as of April 1, 2003 and January 1, 2003 was $9,206,859 and $8,670,935.
The minimum subscription amount is $1,000 for new Limited Partners. Additional capital contributions may be made in increments of $1,000. Both subscriptions and contributions may be made quarterly, at the beginning of the respective quarter.
Pending Partner Additions
Pending partner additions is comprised of cash received prior to the end of the fiscal period indicated for which units were issued on April 1, 2003 and January 1, 2003. Pending partner additions do not participate in the earnings or losses of the Partnership until the related units are issued.
Redemptions Payable
Units are redeemable at the discretion of each Limited Partner, within limits and subject to the terms of the Limited Partnership Agreement. Effective July 31, 2002, redemptions of units may be made as of the last business day of any month subject to the following restrictions. Redemptions occurring on any month-end which is also a calendar quarter-end, require written notice of redemption that must be received by the General Partner at least five business days in advance of such redemption. Redemptions occurring on any month-end which is not a calendar quarter-end, require written notice of redemption that must be received by the General Partner at least 15 calendar days in advance of such redemption. Prior to July 31, 2002, redemptions could be made only as of the last business day of any quarter upon five business days advance notice. Redemption of units in $1,000 increments and full redemption of all units are made at 100% of the net asset value per unit effective as of the last business day of any month, as defined in the Limited Partnership Agreement. Partial redemptions of units which would reduce the net asset value of a Limited Partners unredeemed units to less than the minimum investment then required of new Limited Partners or such Limited Partners initial investment, whichever is less, will be honored only to the extent of such limitation.
10
4. Income Taxes
The Partnership has not made any provisions for U.S. federal, state and local income taxes since the partners are responsible for reporting income or loss based upon their respective share of revenue and expense.
5. Related Party Transactions
The General Partner, due to its relationship with its affiliates and certain other parties, may enter into certain related party transactions. Bellwether Partners LLC (BPL), a Delaware limited liability company and an affiliate of the General Partner, is the Partnerships only foreign exchange forward counterparty. BPL does not charge commissions for transacting the Partnerships foreign exchange and commodity forward contracts. The Partnership typically has on deposit with BPL, as collateral for forward contracts, approximately 4% of the Partnerships net assets. At March 31, 2003 and December 31, 2002, the amounts on deposit with BPL were $1,949,429 (including $192,638 in unrealized gains) and $2,121,666 (including $193,849 in unrealized gains). The Partnership earned interest income of $4,904 and $4,810 for the three months ended March 31, 2003 and 2002 from deposits of collateral with BPL.
TIC receives incentive and management fees as compensation for acting as trading advisor (Note 2).
6. Risk Management
Market Risk Management
The Partnership maintains positions in derivative instruments that trade both on exchanges and over-the-counter instruments (OTC). The Partnership is subject to credit risk and changes in market value associated with the financial instruments that are traded. In conjunction with proprietary and other customer accounts, TIC takes an active role in managing the Partnerships market and counterparty risks and has established formal internal control procedures that are reviewed on an ongoing basis.
TIC has developed a set of guidelines and policies that are designed to maintain risk at levels, which are appropriate and necessary to achieve targeted rates of return. These guidelines and policies include quantitative and qualitative criteria for individual risk factors as well as for aggregate risk. TICs Risk Management Department, in conjunction with various senior personnel from different disciplines throughout TIC and its affiliates, regularly assesses and evaluates the Partnerships potential exposures to market risk based on analyses performed by the department.
TIC evaluates the positions taken by the Partnership in various instruments and markets globally and assesses the market risk associated with those positions. TIC uses a statistical technique known as Value at Risk (VaR) to assist in measuring market risk. The VaR model is a proprietary system, and is one of several tools used to monitor and review the Partnerships trading portfolios. The VaR model projects potential losses based on a historical simulation methodology which uses two quarters of historical data, a one day holding period, and a 99% confidence level.
As a writer of options, the Partnership receives a premium upon initial settlement and then bears the risk of changes in the price of the financial instrument underlying the option. Swaps, forward rate agreements, currency forwards and OTC foreign currency options are traded in unregulated markets.
Credit Risk Management
Derivative instruments are bilateral agreements that result in credit exposure between counterparties. Exchange traded derivatives settle through clearing houses backed by multiple members and present relatively low credit risk. OTC derivatives are settled with individual counterparties and, therefore, present potential credit risk exposure. TIC attempts to minimize exposure to trading counterparties and brokers through the use of bilateral collateral agreements (Collateral Agreements) with OTC derivative counterparties and through formal credit policies and monitoring procedures. TIC has a Credit Committee, comprised of senior managers from different disciplines throughout TIC and its affiliates, that meets regularly to analyze the credit risks associated with the Partnerships counterparties, intermediaries and service providers. A significant portion of the Partnerships positions, including cash and due from brokers, are invested with or held at top tier banks and securities dealers. TIC establishes counterparty exposure limits and specifically designates which product types are approved for trading.
11
TIC attempts to reduce the credit risk of the Partnership by establishing stringent credit terms in its legal trade documentation (i.e., ISDA agreements, master netting agreements, etc.) with counterparties. In addition, TIC monitors exposure levels and actively moves collateral with counterparties to reduce exposure.
Futures and forwards are typically liquidated by entering into offsetting contracts with the same counterparty. Swaps and forward rate agreements are either liquidated or held to maturity. For these instruments, the unrealized gain or loss, rather than the contract or notional amounts, represents the present value of future net cash requirements.
7. Derivative Contracts
The Partnership has Collateral Agreements with its counterparties whereby the Partnership obtains and is required to pledge collateral. The Partnership monitors the value of its derivative transactions on a daily basis and will obtain or pull back excess collateral when appropriate. As of March 31, 2003, the Partnership pledged $3,441,429 of cash collateral and no cash collateral had been received. As of December 31, 2002, the Partnership had pledged $10,000 of cash collateral and no cash collateral had been received. The Partnership records cash collateral posted in due from brokers.
8. Financial Highlights
The following represents financial highlights of the Partnership for the three months ended March 31, 2003 and 2002:
Three Months Ended |
||||||||
2003 |
2002 |
|||||||
Per unit operating performance: |
||||||||
Net asset value per unit, beginning of quarter |
$ |
10,834.75 |
|
$ |
8,928.90 |
| ||
Income from investment operations: |
||||||||
Net investment loss |
|
(51.00 |
) |
|
(59.96 |
) | ||
Net realized and unrealized gain (loss) |
|
(514.85 |
) |
|
369.53 |
| ||
Total from investment operations |
|
(565.85 |
) |
|
309.57 |
| ||
Net asset value per unit, end of quarter |
$ |
10,268.90 |
|
$ |
9,238.47 |
| ||
Total return: |
||||||||
Total return before incentive fee |
|
(5.22 |
)% |
|
3.70 |
% | ||
Incentive fee |
|
|
% |
|
(0.23 |
)% | ||
Total return after incentive fee |
|
(5.22 |
)% |
|
3.47 |
% | ||
Ratios to average net assets: |
||||||||
Net investment loss before incentive fee |
|
(0.48 |
)% |
|
(0.41 |
)% | ||
Incentive fee |
|
|
% |
|
(0.22 |
)% | ||
Net investment loss after incentive fee |
|
(0.48 |
)% |
|
(0.63 |
)% | ||
Expenses before incentive fee |
|
0.78 |
% |
|
0.82 |
% | ||
Incentive fee |
|
|
% |
|
0.22 |
% | ||
Total expenses and incentive fee |
|
0.78 |
% |
|
1.04 |
% | ||
The per unit operating performance and ratios are computed based upon the average units outstanding and average net assets for the Limited Partner interests (excluding TIC 401(K) plan net assets, units and related income and expensessee Note 2) for the three months ended March 31, 2003 and March 31, 2002. Total return is calculated as the change in the net asset value of the Limited Partner interests for the three months ended March 31, 2003 and March 31, 2002. The total return and ratios calculated for an individual Limited Partner may vary based on the timing of capital transactions; the total return and ratios for the TIC 401(k) Plan will vary due to the timing of capital transactions and due to the fact that it is not charged management or incentive fees (Note 2). The average net assets for the Limited Partner interests used in the above ratios is calculated by adding any redemptions payable effective at the end of the period to the partners capital for such period.
12
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the financial statements of the Partnership and related notes thereto.
CRITICAL ACCOUNTING POLICIES
The discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Management believes that the estimates utilized in preparing its financial statements are reasonable and prudent; however, actual results could differ from these estimates. For a description of critical accounting policies see Managements Discussion and Analysis of Financial Condition and Results of Operations in the Partnerships Form 10-K for the year ended December 31, 2002.
OVERVIEW AND BUSINESS
The Partnership commenced operations on July 2, 1990. Following the closing of the initial offering period, the Partnership had 37 Limited Partners who subscribed for 421 units of Limited Partnership Interest (L.P. Units) for $421,000. In addition, the General Partner purchased 400 units of General Partnership Interest (G.P. Units and collectively with L.P. Units, Units) for $400,000. From inception through April 1, 2003, the Partnership received total Limited Partner subscriptions and contributions of $57,747,099 and had total withdrawals (inclusive of trading gains) of $38,273,389. In addition, the General Partner contributed $1,900,000 since inception. The General Partner redeemed $2,000,000 (inclusive of trading gains) on March 31, 1994 and $1,400,000 (inclusive of trading gains) on December 31, 1996. The General Partners equity in the Partnership as of April 1, 2003 was $2,018,659 representing approximately 4% of the Partnerships equity. At April 1, 2003, the Partnership had a total of 148 Limited Partners.
As specified in its Limited Partnership Agreement, the Partnership may accept investments from certain employee benefit plans of affiliates to the extent that such investments do not exceed 25% of the aggregate value of outstanding Units, excluding Units held by the General Partner, TIC, and certain of their affiliates. On August 1, 1995, the Partnership accepted an investment of $99,306 from the Tudor Investment Corporation 401(k) Savings and Profit-Sharing Plan (the TIC 401(k) Plan), a qualified plan organized for the benefit of employees of TIC and certain of its affiliates. The Partnership has received TIC 401(k) Plan contributions in the aggregate amount from inception through April 1, 2003 of $5,020,671. The TIC 401(k) Plans equity in the Partnership as of April 1, 2003 was $9,206,859 representing approximately 18.22% of the Partnerships equity or approximately 19.78% excluding Units held by the General Partner, TIC and certain of their affiliates. TIC has waived its right to receive management and incentive fees attributable to Units held by the TIC 401(k) Plan. The number of L.P. Units held by the TIC 401(k) Plan will be restated as necessary to equate the per Unit value of the TIC 401(k) Plans capital account with the Partnerships per Unit value. Furthermore, BPL does not charge commissions for transacting the Partnerships foreign exchange spot and forward and commodity forward contracts.
13
CURRENT MARKET ENVIRONMENT
The Partnerships trading results were down in the first quarter of 2003 due to trading strategies related to the resurgence of economic growth among the G7 countries. Furthermore, correlations among the major financial asset classes diverged from the relationships that have existed in the past. The presence of aberrant weather and the Iraq war during the three months ended March 31, 2003 have created volatile yet trendless markets.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2003 AS COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2002
The Partnership reported a net decrease in net assets resulting from operations of $2,535,018 for the three months ended March 31, 2003 compared to a net increase in net assets resulting from operations of $1,222,139 for the three months ended March 31, 2002.
The following table compares Net Asset Value per Unit for the three months ended March 31, 2003 and 2002:
Net Asset Value Per Unit |
Change in Net Asset Value Per Unit For the Three months ended | |||||
March 31, 2003 |
$10,268.90 |
$(565.85) |
(5.22)% | |||
March 31, 2002 |
$9,238.47 |
$309.57 |
3.47% |
INVESTMENT INCOME
Interest income for the three months ended March 31, 2003 was $146,856 compared to the three months ended March 31, 2002 of $145,130. The Partnership earns interest income on cash and cash equivalents maintained with banks or in trading accounts held with clearing brokers and counterparties and used by the Partnership as collateral to engage in futures, option and forward contracts and other commodity interest contracts. The Partnerships interest income will fluctuate with its levels of collateral pledged with counterparties as well as changes in overall interest rates.
INVESTMENT EXPENSE
Interest expense for the three months ended March 31, 2003 was $536 compared to the three months ended March 31, 2002 of $697. The Partnerships interest expense will fluctuate with its levels of collateral pledged by counterparties.
Brokerage commissions expense for the three months ended March 31, 2003 was $76,311 compared to the three months ended March 31, 2002 of $67,474. These expenses represent all brokerage commissions, exchange, National Futures Association and other fees incurred in connection with the execution and clearing of commodity interest trades and will vary based on the Partnerships trading activity during the quarter. The General Partner anticipates that the Partnership will normally pay approximately 1% of its average Net Assets in brokerage commissions and other transaction costs and charges annually.
OPERATING EXPENSES
Management fees for the three months ended March 31, 2003 were $196,805 compared to the three months ended March 31, 2002 of $141,255. Because management fees are calculated as a percentage of the Partnerships net assets, the increase in fees was due to the overall increase in assets under management.
Incentive fees were $0 and $64,652 for the three months ended March 31, 2003 and 2002. Incentive fees will fluctuate based on the amount, if any, of Net Trading Profits earned by the Partnership.
Professional fees and other expenses for the three months ended March 31, 2003 were $63,954 compared to the three months ended March 31, 2002 of $51,108. Professional fees and other expenses remained relatively stable from the quarter ended March 31, 2002 to 2003.
14
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON TRADING ACTIVITIES
Net realized and unrealized trading gains and losses are recorded in the statements of operations. The following table summarizes the components (in thousands) of net realized and unrealized gains and losses, net of brokerage commissions, for the three months ended March 31, 2003 and 2002:
Three Months Ended March 31, |
||||||||
2003 |
2002 |
|||||||
Exchange traded: |
||||||||
Interest rate futures and options |
$ |
(774 |
) |
$ |
1,644 |
| ||
Foreign exchange futures |
|
(9 |
) |
|
(3 |
) | ||
Equity index futures |
|
(976 |
) |
|
(285 |
) | ||
Over-the-counter contracts: |
||||||||
Foreign exchange forwards and options |
|
(31 |
) |
|
106 |
| ||
Commodity swaps |
|
(283 |
) |
|
102 |
| ||
Equity index swaps |
|
(85 |
) |
|
(237 |
) | ||
Forward rate agreements |
|
(16 |
) |
|
|
| ||
Interest rate swaps |
|
(35 |
) |
|
|
| ||
Non-financial derivative instruments |
|
(212 |
) |
|
8 |
| ||
Total |
$ |
(2,421 |
) |
$ |
1,335 |
| ||
As the Partnership is a speculative trader in the commodities markets, current period results are not comparable to prior periods results. The following table illustrates the Partnerships net realized and unrealized gains and losses on trading activities as a percentage of average Net Assets, brokerage commissions and fees as a percentage of average Net Assets, and incentive fees as a percentage of net realized and unrealized gains and losses on trading activities:
March 31, 2003 |
March 31, 2002 | |||
Net realized and unrealized gains (losses) on trading activities as a percentage of average Net Assets |
(5.0)% |
4.1% | ||
Brokerage commissions and fees as a percentage of average Net Assets |
0.2 % |
0.2% | ||
Incentive fees as a percentage of net realized and unrealized gains on trading activities |
0.0 % |
4.6% |
Inflation is not expected to be a major factor in the Partnerships operations, except that traditionally the commodities markets have tended to be more active during inflationary periods. Since the commencement of the Partnerships trading operations in July 1990, inflation has not been a major factor in the Partnerships operations.
LIQUIDITY
The Partnerships assets are deposited and maintained with banks or in trading accounts with clearing brokers and counterparties. These assets are used by the Partnership as margin and collateral to engage in derivative instruments trading. Since the Partnerships sole purpose is to trade in derivative instruments, it is anticipated that the Partnership will continue to maintain substantial liquid assets for margin and collateral purposes.
Cash and cash equivalents are part of the Partnerships inventory. Cash and cash equivalents of $46,356,726 and $45,498,833 represented approximately 91% and 93% of the Partnerships assets as of March 31, 2003 and December 31, 2002, respectively. The cash and cash equivalents satisfy the Partnerships need for cash on both a short term and long term basis.
15
Since futures trading generates a significant percentage of the Partnerships income, any restriction or limit on that trading may render the Partnerships investment in futures contracts illiquid. Most commodity exchanges limit fluctuations in certain commodity contract prices during a single day by regulations referred to as a daily price fluctuation limit or daily limits. Pursuant to such regulations, during a single trading day, no trade may be executed at a price beyond the daily limits. If the price for a contract or a particular commodity has increased or decreased by an amount equal to the daily limit, positions in such contracts can neither be taken, nor liquidated unless traders are willing to effect trades at or within the limit. Commodity interest contract prices have occasionally moved the daily limit for several consecutive days with little or no trading. Such market conditions could prevent the Partnership from promptly liquidating its commodity positions.
CAPITAL RESOURCES
The Partnership does not have, nor does it expect to have, any fixed assets. Redemptions and additional sales of Units in the future will impact the amount of funds available for investment in commodity interest contracts in subsequent periods. As the amount of capital changes, the size of the positions taken by the Partnership is adjusted.
The Partnership is currently open to new investments, which can be made quarterly. Periodically, the Partnership opens up investments on a monthly basis. Such investments are limited to employees of TIC and its principals or its affiliates and certain employee benefit plans, including, but not limited to, the TIC 401(k) Plan.
OFF-BALANCE SHEET RISK
In the normal course of business, the Partnership is a party to a variety of off-balance sheet financial instruments in connection with its trading of derivative instruments. For derivative instruments, the unrealized gain or loss, rather than the contract notional amounts, represents the approximate future cash requirements. As a writer of options, the Partnership bears the risk of unfavorable changes in the price of the underlying instrument which may be in excess of the premium received.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market Risk Management
The Partnership maintains positions in derivative instruments that trade both on exchanges and over-the-counter instruments (OTC). The Partnership is subject to credit risk and changes in market value associated with the financial instruments that are traded. In conjunction with proprietary and other customer accounts, TIC takes an active role in managing the Partnerships market and counterparty risks and has established formal internal control procedures that are reviewed on an ongoing basis.
TIC has developed a set of guidelines and policies that are designed to maintain risk at levels, which are appropriate and necessary to achieve targeted rates of return. These guidelines and policies include quantitative and qualitative criteria for individual risk factors as well as for aggregate risk. TICs Risk Management Department, in conjunction with various senior personnel from different disciplines throughout TIC and its affiliates, regularly assesses and evaluates the Partnerships potential exposures to market risk based on analyses performed by the department.
TIC evaluates the positions taken by traders in various instruments and markets globally and assesses the market risk associated with those positions. TIC uses a statistical technique known as Value at Risk (VaR) to assist in measuring market risk. The VaR model is a proprietary system, and is one of several tools used to monitor and review the Partnerships trading portfolios. The VaR model projects potential losses based on a historical simulation methodology which uses two quarters of historical data, a one day holding period, and a 99% confidence level.
As a writer of options, the Partnership receives a premium upon initial settlement and then bears the risk of changes in the price of the financial instrument underlying the option. Swaps, forward rate agreements, currency forwards and OTC foreign currency options are traded in unregulated markets.
16
The following table illustrates the VaR for each component of market risk as of March 31, 2003 and December 31, 2002. The dollar values represent the VaR at the 99% confidence level.
Risk Factors |
March 31, 2003 |
December 31, 2002 |
||||||
Interest rate derivatives |
$ |
|
|
$ |
152,864 |
| ||
Foreign exchange derivatives |
|
254,649 |
|
|
332,771 |
| ||
Equity index derivatives |
|
110,486 |
|
|
327,531 |
| ||
Non-financial derivative instruments |
|
126,026 |
|
|
|
| ||
Correlation offset(1) |
|
(223,161 |
) |
|
(472,865 |
) | ||
Aggregate VaR |
$ |
268,000 |
|
$ |
340,301 |
| ||
(1) | The correlation offset equals the difference between Aggregate VaR and the sum of the VaRs for the four risk factors . This offset arises due to the correlation that exists in the individual items being aggregated. |
The Partnership is an active trader and the instruments and investments utilized by the Partnership change frequently. As the objective of the Partnership is to generate appreciation of its assets through speculative trading of derivatives, the risk taken in interest rates, foreign exchange rates and equity prices will vary dependent on the strategies utilized by the Partnership as well as current economic conditions and global events.
The following table illustrates the Partnerships high, low and average daily VaR during the periods ended March 31, 2003 and December 31, 2002 for each component of market risk noted above:
March 31, 2003 |
December 31, 2002 |
|||||||||||||||||||||||
Risk Factors |
High |
Low |
Average |
High |
Low |
Average |
||||||||||||||||||
Interest rate derivatives |
$ |
546,431 |
|
$ |
54,287 |
|
$ |
269,168 |
|
$ |
1,051,417 |
|
$ |
65,021 |
|
$ |
303,459 |
| ||||||
Foreign exchange derivatives |
|
1,280,721 |
|
|
199,106 |
|
|
329,985 |
|
|
1,424,552 |
|
|
203,257 |
|
|
500,126 |
| ||||||
Equity index derivatives |
|
544,357 |
|
|
40,123 |
|
|
507,553 |
|
|
643,822 |
|
|
116,945 |
|
|
173,499 |
| ||||||
Non-financial derivative instruments |
|
77,474 |
|
|
|
|
|
37,837 |
|
|
173,062 |
|
|
77,579 |
|
|
68,328 |
| ||||||
Correlation offset(1) |
|
(1,472,983 |
) |
|
(108,516 |
) |
|
(582,543 |
) |
|
(1,770,951 |
) |
|
(333,043 |
) |
|
(411,412 |
) | ||||||
Aggregate VaR |
$ |
976,000 |
|
$ |
185,000 |
|
$ |
562,000 |
|
$ |
1,521,902 |
|
$ |
129,759 |
|
$ |
634,000 |
| ||||||
(1) | The correlation offset equals the difference between Aggregate VaR and the sum of the VaRs for the four risk factors . This offset arises due to the correlation that exists in the individual items being aggregated. |
At March 31, 2003, the Partnerships primary market exposure was to foreign exchange derivatives.
Changes in interest rates directly affect the price of interest rate futures and may, indirectly, affect the price of foreign exchange futures and equity index futures. At March 31, 2003 the Partnerships interest rate exposure was primarily to interest rate fluctuations in the United States and other G-7 countries.
The Partnerships foreign exchange contract exposure is a result of fluctuations in exchange rates. Exchange rates fluctuate due to many factors including changes in interest rates, rates of inflation and government policies and programs.
The Partnerships equity index exposure was primarily attributable to equity price risk in the United States and other G-7 countries. Stock index futures traded by the Partnership are principally limited to futures on broad based equity indices.
17
In addition to exchange traded instruments, the Partnership is exposed to various OTC derivative instruments including swaps and forward contracts. In addition to having price risk that may be similar to exchange traded instruments, OTC instruments may result in the Partnership having credit risk associated with its OTC contract counterparties.
Cash and Due from Brokers balances are held principally at U.S. banks, US securities dealers, and certain international financial institutions.
Credit Risk Management
TIC attempts to minimize exposure to trading counterparties and brokers through the use of bilateral collateral agreements (Collateral Agreements) with OTC derivative counterparties and through formal credit policies and monitoring procedures. TIC has a Credit Committee, comprised of senior managers from different disciplines throughout TIC and its affiliates, that meets regularly to analyze the credit risks associated with the Partnerships counterparties, intermediaries and service providers. A significant portion of the Partnerships positions, including cash and due from brokers, are invested with or held at top tier banks and securities dealers.
TIC establishes counterparty exposure limits and specifically designates which product types are approved for trading. TIC attempts to reduce the credit risk of the Partnership by establishing protective credit terms in its legal trade documentation (i.e.: ISDA agreements, master netting agreements, etc.) with counterparties. In addition, TIC monitors exposure levels and actively moves collateral with counterparties to reduce exposure.
Futures and forwards are typically liquidated by entering into offsetting contracts with the same counterparty. Swaps and forward rate agreements are either liquidated or held to maturity. For these instruments, the unrealized gain or loss, rather than the contract or notional amounts, represents the present value of future net cash requirements.
Notwithstanding the risk monitoring and credit review performed by TIC with respect to its counterparties, there is always a risk of non-performance.
Generally, financial contracts can be closed out at TICs discretion. An illiquid or closed market, however, could prevent the close-out of positions.
ITEM 4. CONTROLS AND PROCEDURES
As of March 31, 2003, an evaluation was performed under the supervision and with the participation of the Partnerships management, including the President and Chief Executive Officer and the Chief Financial Officer of the General Partner of the Partnership, of the effectiveness of the design and operation of the Partnerships disclosure controls and procedures. Based on that evaluation, the Partnerships management, including the President and Chief Executive Officer and the Chief Financial Officer of the General Partner of the Partnership, concluded that the Partnerships disclosure controls and procedures were effective as of March 31, 2003. There have been no significant changes in the Partnerships internal controls or in other factors that could significantly affect internal controls subsequent to March 31, 2003.
18
PART II OTHER INFORMATION
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
The Partnership initially registered 10,000 Units of Limited Partnership Interests pursuant to a registration statement (Commission file number 33-33982) that was declared effective on June 22, 1990. The Partnership registered an additional 10,000 Units of Limited Partnership Interests on June 9, 1998 (Commission file number 333-52543). Of the 20,000 Units that have been registered, 13,875 Units having an aggregate value of $57,747,099 have been sold through April 1, 2003.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
The Partnership has included in this Form 10-Q filing, and from time to time its management may make, statements which may constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not historical facts but instead represent only the Partnerships beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of the Partnerships or its managements control. Statements preceded by, followed by, or that include the words expect, will, may, could, intend, anticipate, believe, and should, involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or those of the industry in which the Partnership operates, to be materially different from any expected future results, performance or achievements expressed or implied in these forward-looking statements. It is possible that actual results may differ, possibly materially, from the anticipated results indicated in these forward-looking statements. Important factors that could cause actual results to differ from those in the Partnerships specific forward-looking statements include:
| decline in general economic conditions; |
| decline in liquidity in global markets generally or certain sectors and instruments within such markets; |
| material changes in government regulations relating to contracts, instruments, or participants in various markets in which the Partnership is active; |
| reduced availability of credit and other forms of leverage from counterparties, banks, and dealers in various markets in which the Partnership is active; |
| increased volatility in the capital markets; and |
| default by counterparties. |
Additional information regarding these and other important factors that could cause actual results to differ from those in the Partnerships forward-looking statements is contained in the Partnerships Form 10-K for the fiscal quarter ended December 31, 2002. The Partnership hereby incorporates by reference those risk factors into this Form 10-Q. Other additional information regarding important factors that cause results to differ from those in the Partnerships forward looking statements are contained in the Partnerships periodic filings with the Securities & Exchange Commission.
19
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) | Exhibits |
99.1 | Certification Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2003 |
99.2 | Certification Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2003 |
(b) | Reports on Form 8-K |
The Partnership did not file any reports on Form 8-K during the three months ended March 31, 2003.
20
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.
TUDOR FUND FOR EMPLOYEES L.P.
| ||
By: |
Second Management LLC, General Partner
| |
By: |
/s/ MARK F. DALTON | |
Mark F. Dalton, President and Chief Executive Officer of the General Partner |
By: |
/s/ JOHN R. TORELL | |
John R. Torell, Chief Financial Officer of the General Partner |
May 14, 2003
21
I, Mark F. Dalton, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of the Tudor Fund for Employees 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 registrants 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 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 registrants 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 registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants 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 registrants ability to record, process, summarize and report financial data and have identified for the registrants 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 registrants internal controls; and |
6. | The registrants 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. |
By: |
/s/ MARK F. DALTON | |
Mark F. Dalton, President and Chief Executive Officer of Second Management LLC, the General Partner |
May 14, 2003
22
CERTIFICATIONS
I, John R. Torell, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of the Tudor Fund for Employees 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 registrants 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 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 registrants 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 registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function): |
d) | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and |
e) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and |
6. | The registrants 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. |
By: |
/s/ JOHN R. TORELL | |
John R. Torell |
May 14, 2003
23