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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

 

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2013

or

 

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                       to                     

Commission File number: 000-51836

 

 

ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.

(Exact name of registrant as specified in charter)

 

 

 

Illinois		36-4368292
(State of Organization)		(IRS Employer Identification Number)

c/o Beeland Management Company, L.L.C.

General Partner

141 West Jackson Boulevard

Suite 1340A

 

Chicago, Illinois		60604
(Address of principal executive offices)		(Zip Code)

(312) 264-4375

(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, and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		¨		Accelerated filer		¨
Non-accelerated filer		¨		Smaller reporting company		x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  ¨    No  x

 

 

 

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Table of Contents

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The following financial statements of Rogers International Raw Materials Fund, L.P. are included in Item 1:

 

		Page
Financial Statements
Statements of Financial Condition as of March 31, 2013 (Unaudited) and December  31, 2012 (Audited)			3
Condensed Schedules of Investments as of March 31, 2013 (Unaudited) and December  31, 2012 (Audited)			4-5
Statements of Operations for the Three Months Ended March 31, 2013 and March 31, 2012 (Unaudited)			6
Statements of Changes in Partners’ Capital (Net Assets) for the Three Months Ended March  31, 2013 and March 31, 2012 (Unaudited)			7
Notes to Financial Statements (Unaudited)			8-16

 

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Rogers International Raw Materials Fund, L.P.

Statements of Financial Condition as of March 31, 2013 (Unaudited) and December 31, 2012 (Audited)

ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.

STATEMENTS OF FINANCIAL CONDITION

 

		March 31, 2013				December 31, 2012
ASSETS
Equity in broker trading accounts:
Cash at brokers		$	5,982,983			$	5,669,131
Unrealized loss on open futures contracts, net			(328,926	)			(50,123	)
Total equity in brokers trading accounts			5,654,057				5,619,008
U.S. Government securities, at fair value			18,646,681				19,441,749
Cash and cash equivalents			462,882				3,643,786
Total assets		$	24,763,620			$	28,704,543
LIABILITIES
Brokerage commissions payable		$	4,356			$	4,357
Accrued management fees – General Partner			20,416				23,510
Administrative and other fees payable			181,303				249,876
Withdrawals payable			234,093				2,656,516
Total liabilities			440,168				2,934,259
PARTNERS’ CAPITAL (NET ASSETS)
Partners’ capital (net assets)			24,323,452				25,770,284
Total liabilities and partners’ capital (net assets)		$	24,763,620			$	28,704,543

See accompanying notes to the financial statements.

 

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Rogers International Raw Materials Fund, L.P.

Condensed Schedule of Investments as of March 31, 2013 (Unaudited)

 

U.S. Government securities:		Fair Value				Percent of Partners’ Capital (Net Assets)
(total cost—$18,645,189)
U.S. Treasury Bills due 4/18/2013 at 0.04%, principal amount $800,000			799,971				3.29	%
U.S. Treasury Bills due 4/18/2013 at 0.04%, principal amount $900,000			899,979				3.70
U.S. Treasury Bills due 5/02/2013 at 0.06%, principal amount $1,000,000			999,949				4.11
U.S. Treasury Bills due 7/25/2013 at 0.03%, principal amount $2,300,000			2,299,772				9.45
U.S. Treasury Bills due 8/22/2013 at 0.07%, principal amount $5,550,000			5,548,521				22.81
U.S. Treasury Bills due 9/12/2013 at 0.04%, principal amount $6,000,000			5,999,058				24.66
U.S. Treasury Bills due 9/19/2013 at 0.06%, principal amount $2,100,000			2,099,431				8.63
		$	18,646,681				76.65	%

 

		Unrealized Gain (Loss) on Open Long				Percent of Partners’ Capital
		Contracts				(Net Assets)
Futures contracts*:
U.S. Futures Positions
Agricultural		$	(191,668	)			(.79	%)
Metals			(29,955	)			(.12	)
Energy			282,068				1.16
Total U.S. Futures Positions			60,445				0.25
Foreign Futures Positions
Agricultural			(7,783	)			(.03	)
Metals			(381,588	)			(1.57	)
Total Foreign Futures Positions			(389,371	)			(1.60	)
Total Futures Contracts		$	(328,926	)			(1.35	%)

 

*	No individual futures contract position constitutes greater than 1 percent of Partners’ Capital (Net Assets). Accordingly, the number of contracts and expiration dates are not presented.

See accompanying notes to financial statements.

 

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Rogers International Raw Materials Fund, L.P.

Condensed Schedule of Investments as of December 31, 2012 (Audited)

 

U.S. Government securities:		Fair Value				Percent of Partners’ Capital (Net Assets)
(total cost—$19,437,729)
U.S. Treasury Bills due 1/10/2013 at 0.09%, principal amount $2,100,000		$	2,097,948				8.14	%
U.S. Treasury Bills due 2/7/2013 at 0.12%, principal amount $1,150,000			1,149,858				4.46
U.S. Treasury Bills due 2/14/2013 at 0.1%, principal amount $2,100,000			2,097,741				8.14
U.S. Treasury Bills due 2/14/2013 at 0.05%, principal amount $1,500,000			1,499,917				5.82
U.S. Treasury Bills due 2/14/2013 at 0.04%, principal amount $800,000			799,964				3.10
U.S. Treasury Bills due 3/07/2013 at 0.1%, principal amount $2,100,000			2,097,619				8.14
U.S. Treasury Bills due 3/07/2013 at 0.06%, principal amount $4,000,000			3,999,596				15.52
U.S. Treasury Bills due 3/14/2013 at 0.06%, principal amount $1,500,000			1,499,811				5.82
U.S. Treasury Bills due 3/14/2013 at 0.04%, principal amount $800,000			799,936				3.10
U.S. Treasury Bills due 4/18/2013 at 0.04%, principal amount $1,500,000			1,499,678				5.82
U.S. Treasury Bills due 4/18/2013 at 0.05%, principal amount $900,000			899,875				3.49
U.S. Treasury Bills due 5/02/2013 at 0.06%, principal amount $1,000,000			999,806				3.88
		$	19,441,749				75.43	%
		Unrealized Gain (Loss) on Open Long				Percent of Partners’ Capital
		Contracts				(Net Assets)
Futures contracts*:
U.S. Futures Positions
Agricultural		$	(337,574	)			(1.31	%)
Metals			(44,370	)			(0.17	)
Energy			43,440				0.17
Total U.S. Futures Positions			(338,504	)			(1.31	)
Foreign Futures Positions
Agricultural			(502	)			(0.00	)
Metals			288,883				1.12
Total Foreign Futures Positions			288,381				1.12
Total Futures Contracts		$	(50,123	)			(.19	%)

 

*	No individual futures contract position constitutes greater than 1 percent of Partners’ Capital (Net Assets). Accordingly, the number of contracts and expiration dates are not presented.

See accompanying notes to financial statements.

 

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Rogers International Raw Materials Fund, L.P.

Statements of Operations for the Three months Ended March 31, 2013 and March 31, 2012 (Unaudited)

 

		Three Months Ended				Three Months Ended
		March 31, 2013				March 31, 2012
Net trading gains (losses):
Realized		$	325,401			$	1,351,882
Change in unrealized			(278,803	)			477,292
Commissions			(12,151	)			(20,810	)
			34,447				1,808,364
Investment income:
Interest income			3,532				10,133
			3,532				10,133
Expenses:
Management fees – General Partner			63,833				88,757
Administrative fees and other expenses			116,306				190,947
			180,139				279,704
Net investment loss			(176,607	)			(269,571	)
Net income (loss)		$	(142,160	)		$	1,538,793
Net increase (decrease) in NAV per GP and LP unit:
General Partner		$	(1.06	)		$	7.42
Limited Partners-Series A		$	(1.06	)		$	7.42
Limited Partners-Series B		$	(1.06	)		$	7.28
Net income (loss) per General and Limited Partners (based on weighted average number of units outstanding during the period):
General Partner		$	(801	)		$	27,206
Limited Partners-Series A			(134,042	)			1,481,124
Limited Partners-Series B			(7,317	)			30,463
		$	(142,160	)		$	1,538,793

See accompanying notes to financial statements.

 

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Rogers International Raw Materials Fund, L.P.

Statements of Changes in Partners’ Capital (Net Assets) for the Three Months Ended March 31, 2013 and March 31, 2012 (Unaudited)

 

		General Partner								Limited Partners
										Series A								Series B
		Number of Units				Dollars				Number of Units				Dollars				Number of Units				Dollars				Total				Total
Partners’ capital (net assets), December 31, 2011			3,444			$	584,022				198,238			$	33,611,272				4,135			$	690,297			$	34,301,569			$	34,885,591
Contributions			—				—				—				—				290				50,176				50,176				50,176
Net income			—				27,206				—				1,481,124				—				30,463				1,511,587				1,538,793
Withdrawals			(1,120	)			(200,000	)			(14,289	)			(2,539,642	)			(11	)			(2,023	)			(2,541,665	)			(2,741,665	)
Partners’ capital (net assets), March 31, 2012			2,324			$	411,228				183,949			$	32,552,754				4,414			$	768,913			$	33,321,667			$	33,732,895
Partners’ capital (net assets), December 31, 2012			1,732			$	299,995				140,726			$	24,371,666				6,485			$	1,098,623				25,470,289				25,770,284
Contributions			—				—				—				—				144				25,117				25,117				25,117
Net loss			—				(801	)			—				(134,042	)			—				(7,317	)			(141,359	)			(142,160	)
Withdrawals			(139	)			(25,000	)			(7,081	)			(1,233,816	)			(419	)			(70,973	)			(1,304,789	)			(1,329,789	)
Partners’ capital (net assets), March 31, 2013			1,593			$	274,194				133,645			$	23,003,808				6,210			$	1,045,450			$	24,049,258			$	24,323,452

 

Per unit data		March 31, 2013				March 31, 2012
Net asset value Series A		$	172.13			$	176.97
Net asset value Series B		$	168.33			$	174.20
Net asset value General Partner		$	172.13			$	176.97

See accompanying notes to financial statements.

 

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Rogers International Raw Materials Fund, L.P.

Notes to the Financial Statements (Unaudited)

Note 1. Significant Accounting Policies:

Nature of Business and Organization: Rogers International Raw Materials Fund, L.P. (the “Partnership”) is an Illinois Limited Partnership that was established in May 2000. The Partnership trades a portfolio primarily of commodity futures and forward contracts, principally on recognized exchanges. The Partnership may also purchase contracts in the over the counter marketplace under certain circumstances. The Partnership invests and trades exclusively on the “long side” of the market. The Partnership’s investment strategy is designed to replicate the Rogers International Commodity Index ^® (the “Index”) and positions are rebalanced monthly to maintain the Index’s relative weightings. James B. Rogers designed the Index.

The Partnership commenced trading during November 2001 with assets raised from the offering of its original units of limited partnership interest, now referred to as “Series A” units, and offered Series A units through October 2005. The Partnership began offering Series B units in November 2010. Series A units and Series B units are identical with respect to their participation in the profits and losses of the Partnership; however, Series B units do not participate in any Partnership expenses or recoveries related to the bankruptcy of Refco Inc. and its affiliates. The Partnership’s General Partner and commodity pool operator is Beeland Management Company, L.L.C. (the “General Partner”).

Accounting Policies: The Partnership follows Generally Accepted Accounting Principles (“GAAP”), as established by the Financial Accounting Standards Board (“FASB”), to ensure consistent reporting of financial condition and results of operation.

Net Assets: The valuation of net assets includes open commodity futures contracts owned by the Partnership, if any, at the end of the period. The unrealized gain or loss on these contracts has been calculated based on closing prices on the last business day of each month. Net asset value is determined by subtracting liabilities from assets, which also equals partners’ capital.

Cash and Cash Equivalents: Cash and cash equivalents include highly liquid instruments with original maturities of three months or less at the date of acquisition. Cash and cash equivalents represent amounts on deposit with a broker to facilitate payment of expenses and partner withdrawals.

Fair Value of Financial Instruments: Securities and derivative financial instruments are recorded at fair value.

Deposits with Brokers: The Partnership deposits assets with brokers subject to Commodity Futures Trading Commission regulations and various exchange and broker requirements. Margin requirements are satisfied by the deposit of cash with such brokers. The Partnership earns interest income on its assets deposited with the brokers.

Revenue Recognition: Futures and forward contracts are recorded on a trade date basis and realized gains or losses are recognized when contracts are liquidated. Unrealized gains or losses on open contracts (the difference between contract trade price and market price) are reported in the statements of financial condition as a net unrealized gain or loss, as there exists a right of offset of unrealized gains or losses. Any change in net unrealized gain or loss from the preceding period is reported in the statement of operations.

Interest Income Recognition: The Partnership records interest income on the accrual basis.

Use of Estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Foreign Currency Translation: Foreign currency is translated into U.S. dollars at the exchange rate prevailing on the last business day of each month. The Partnership does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities and derivative financial instruments held. Such fluctuations are included with the net realized trading gains or losses.

 

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Rogers International Raw Materials Fund, L.P.

Notes to the Financial Statements (Unaudited)

 

Note 1. Significant Accounting Policies (Continued):

 

Ongoing Offering Expenses: Ongoing offering expenses are accrued on an ongoing basis and charged to expense as incurred.

Income Taxes: No provision for income taxes has been made in these financial statements as each partner is individually responsible for reporting income or loss based on its respective share of the Partnership’s income and expenses as reported for income tax purposes.

The Partnership is generally not subject to examination by U.S. federal or state taxing authorities for tax years before 2009. The Partnership has no material uncertain tax positions, and accordingly, has not recorded a liability for the payment of interest or penalties through March 31, 2013.

Profit and Loss Allocation: Profits and losses of the Partnership are allocated by series based on the number of units held.

Withdrawals Payable: Withdrawals approved by the General Partner prior to month-end with a fixed effective date and fixed amount are recorded as withdrawals payable as of month-end (See Note 5).

Statement of Cash Flows: The Partnership has elected not to provide a statement of cash flows as permitted by GAAP as all of the following conditions have been met:

 

•

During the year, substantially all of the Partnership’s investments were highly liquid;

 

•

Substantially all of the Partnership’s investments are carried at fair value;

 

•

The Partnership had little or no debt during the year;

 

•

The Partnership’s financial statements include a statement of changes in partners’ capital (net assets).

Note 2. Fair Value Measurements:

As described in Note 1, the Partnership records its investments at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Partnership utilizes valuation techniques to maximize the use of observable inputs and minimize the use of unobservable inputs. Inputs are broadly defined as assumptions market participants would use in pricing an asset or liability. Assets and liabilities recorded at fair value are categorized within the fair value hierarchy based upon the level of judgment associated with the inputs used to measure their value. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

Level 1. Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2. Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly; and fair value is determined through the use of models or other valuation methodologies.

Level 3. Inputs are unobservable for the asset or liability and include situations where there is little, if any, market activity for the asset or liability. The inputs into the determination of fair value are based upon the best information in the circumstances and may require significant management judgment or estimation.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Partnership’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment.

 

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Rogers International Raw Materials Fund, L.P.

Notes to the Financial Statements (Unaudited)

 

Note 2. Fair Value Measurements (Continued):

 

The following section describes the valuation techniques used by the Partnership to measure different financial instruments at fair value and includes the level within the fair value hierarchy in which the financial instrument is categorized.

The fair values of exchange traded futures contracts are based upon exchange settlement prices. Money market funds included in cash and cash equivalents are valued using quoted market prices. U.S. Government securities are stated at cost plus accrued interest, which approximates fair value based on quoted prices for identical assets in an active market. These financial instruments are categorized in Level 1 of the fair value hierarchy.

The following table summarizes the Partnership’s assets measured at fair value on a recurring basis as of March 31, 2013 and December 31, 2012 using the fair value hierarchy:

 

Description		March 31, 2013 Level 1				December 31, 2012 Level 1
Equity in brokers trading account:
Unrealized loss on open futures contracts, net*		$	(328,926	)		$	(50,123	)
U.S. Government securities*			18,646,681				19,441,749
Cash and cash equivalents
Money market funds			154,449				3,112,326
Total assets at fair value		$	18,472,204			$	22,503,952

 

*	See condensed schedules of investments for further description.

At March 31, 2013 and December 31, 2012 and for the three months ended March 31, 2013 and 2012 there were no Level 2 or Level 3 assets or liabilities. There were no significant transfers between Level 1 and Level 2 assets or liabilities for the three months ended March 31, 2013 and 2012.

In addition, substantially all of the Partnership’s other assets and liabilities are considered financial instruments and are reflected at fair value, or at carrying amounts that approximate fair value because of the short maturity of the instruments.

 

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Rogers International Raw Materials Fund, L.P.

Notes to the Financial Statements (Unaudited)

 

Note 3. Derivative Transactions

Qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments, and disclosures about credit-risk related contingent features in derivative agreements are presented.

The Partnership’s business is the speculative trading of futures contracts. The Partnership does not consider any derivative instruments to be hedging instruments, as this term is generally understood under FASB guidance.

As of March 31, 2013 and December 31, 2012 and for the three months ended March 31, 2013 and 2012, the Partnership’s derivative contracts had the following impact on the statements of financial condition and statements of operations:

 

		Asset Derivatives				Liability Derivatives				Net Derivatives
		March 31, 2013				March 31, 2013				March 31, 2013
		Fair Value				Fair Value				Fair Value*
Agricultural		$	90,094			$	(289,545	)		$	(199,451	)
Metals			172,504				(584,047	)			(411,543	)
Energy			288,785				(6,717	)			282,068
Totals		$	551,383			$	(880,309	)		$	(328,926	)

 

*	The net fair value of all asset and liability derivative is included in equity in brokers trading accounts in the statements of financial condition.

 

		Asset Derivatives December 31, 2012 Fair Value				Liability Derivatives December 31, 2012 Fair Value				Net Derivatives December 31, 2012 Fair Value*
Futures positions:
Agricultural		$	104,776			$	(442,852	)		$	(338,076	)
Metals			394,948				(150,435	)			244,513
Energy			83,364				(39,924	)			43,440
Totals		$	583,088			$	(633,211	)		$	(50,123	)

 

*	The net fair value of all asset and liability derivative is included in equity in broker trading accounts in the statements of financial condition.

 

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Rogers International Raw Materials Fund, L.P.

Notes to the Financial Statements (Unaudited)

 

Note 3. Derivative Transactions (Continued):

 

Trading revenue for the three months ended March 31, 2013 and 2012:

 

		Three months ended				Three months ended
Type of Contract		March 31, 2013				March 31, 2012
Agricultural		$	(146,451	)		$	253,170
Metals			499,426				627,934
Energy			(306,377	)			948,070
		$	46,598			$	1,829,174
		Three months ended				Three months ended
		March 31, 2013				March 31, 2012
Line Item in Statements of Operations
Realized		$	325,401			$	1,351,882
Change in unrealized			(278,803	)			477,292
		$	46,598			$	1,829,174

Trading income is exclusive of brokerage commissions.

For the three months ended March 31, 2013 and 2012, the monthly average number of contracts bought and sold was 616 and 1,071, respectively.

Note 4. Agreements and Related-Party Transactions:

The Limited Partnership Agreement vests all responsibility and powers for the management of the business and affairs of the Partnership with the General Partner, Beeland Management Company, L.L.C., including trading decisions.

The Partnership pays a monthly management fee to the General Partner equal to 0.08333% of the net assets of the Partnership at the close of the preceding month (1.00% per annum).

The Partnership is responsible for the administrative and trading expenses related to its operations. The General Partner may incur certain expenses on behalf of the Partnership and charge the Partnership for its allocable portion of these expenses.

Uhlmann Price Securities L.L.C. (“Uhlmann”), a party related to the General Partner by reason of common management, acts as the selling group manager for the Partnership. The Partnership pays Uhlmann a share of selling fees when units are sold by its registered brokers. Selling fees of up to 2% of the gross offering proceeds (which includes a 0.50% reallowance to Uhlmann) are charged to partners’ capital upon issuance of Series B Partnership units.

In addition, there is an annual trailing servicing fee of up to 1% of the net asset value of the specific partner’s capital account payable to the soliciting broker-dealer for ongoing investor services. For all Series B units sold, the total trailing servicing fee is not to exceed 7.99% of the gross offering proceeds of the units sold.

The Price Futures Group, Inc. (“PFG”), a related party to the General Partner through common management, acts as the introducing broker for the Partnership, whereby certain accounts of the Partnership are introduced to the Partnership’s clearing broker. A portion of the brokerage fee paid by the Partnership for clearing transactions is paid to PFG by the clearing broker.

 

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Rogers International Raw Materials Fund, L.P.

Notes to the Financial Statements (Unaudited)

 

Note 4. Agreements and Related-Party Transactions: (Continued)

 

Fund Dynamics, LLC, an affiliate of the General Partner through common management, acts as the Partnership’s administrator. Fund Dynamics, LLC calculates both the daily and monthly Net Asset Value (“NAV”), prepares the monthly accounting package, and prepares monthly investor statements.

A summary of fees charged by related parties to the Partnership is as follows:

 

		Three months ended				Three months ended
		March 31, 2013				March 31, 2012
Management fees – General Partner		$	63,833			$	88,757
Administrative fees – Fund Dynamics			14,899				20,386
Trailing servicing fees – Uhlmann			45,573				57,486
Selling Fees – Uhlmann			513				1,024

Note 5. Partnership Capital and Withdrawals:

The Partnership accepts contributions as of the close of business on the last business day of each month for investment on the first day of the next succeeding month. The General Partner may accept or reject contributions and waive the minimum contribution amounts in its sole discretion.

Effective November 1, 2010, the Partnership began accepting contributions for Series B units. The Partnership has been closed to Series A units contributions since October 31, 2005.

The purchase price of a unit is the net asset value per unit as of the end of each calendar month. Net asset value per unit is calculated as the net asset value at month-end divided by the number of outstanding units.

The Partnership accepts withdrawals on a monthly basis. Requests for withdrawal should be received by the General Partner no later than six business days prior to the end of the month in which an investor chooses to withdraw. Requests for withdrawal should be sent to the General Partner by email, fax, or overnight courier.

 

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Rogers International Raw Materials Fund, L.P.

Notes to the Financial Statements (Unaudited)

 

Note 6. Financial Instruments with Off-Balance Sheet Credit and Market Risk:

The Partnership is involved in trading activities that may have market and/or credit risk. Financial instruments employed in the Partnership’s operations may have market and/or credit risk in excess of the amounts recorded in the statement of financial condition.

Market Risk—Market risks arise from changes in the market value of financial instruments. Theoretically, the Partnership’s exposure is equal to the notional contract value of futures contracts entered. Exposure to market risk is influenced by a number of factors, including the relationships between financial instruments, and the volatility and liquidity in the markets in which the financial instruments are traded.

Credit Risk—Credit risk arises primarily from the potential inability of counterparties to perform in accordance with the terms of a contract. The Partnership’s exposure to credit risk associated with counterparty nonperformance is generally the net unrealized gain on the open positions plus the value of the margin or collateral held by the counterparty. Exchange-traded financial instruments generally do not give rise to significant counterparty exposure due to the cash settlement procedures for daily market movements and the margin requirements of individual exchanges. Financial instruments traded off-exchange give rise to the risk of the failure of, or the inability or refusal to perform by, the counterparties to such trades.

Concentration of Credit Risk—The Partnership clears all of its futures trades through one clearing broker, ADM Investor Services, Inc. In the event this counterparty does not fulfill its obligations, the Partnership may be exposed to risk. This risk of default depends on the creditworthiness of the counterparties to these transactions.

The Partnership has a substantial portion of its assets on deposit with financial institutions in connection with its cash management activities. In the event of a financial institution’s insolvency, recovery of the Partnership’s assets on deposit may be limited to the amount of insurance or other protection afforded such deposits.

The Partnership attempts to minimize this credit risk by monitoring the creditworthiness of the clearing broker and financial institutions.

 

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Rogers International Raw Materials Fund, L.P.

Notes to the Financial Statements (Unaudited)

 

Note 7. Financial Highlights:

Financial highlights for limited partners for the three months ended March 31, 2013 and 2012 are as follows:

Per Unit Performance

 

		Series A				Series B				Series A				Series B
		Three months ended				Three months ended				Three months ended				Three months ended
		March 31, 2013				March 31, 2013				March 31, 2012				March 31, 2012
Net asset value per unit at the beginning of the period		$	173.18			$	169.39			$	169.55			$	166.92
Income (loss) from operations:
Net trading gains (losses)			0.17				0.16				8.77				8.62
Investment income:			0.02				0.02				0.05				0.05
Expenses:			(1.24	)			(1.24	)			(1.40	)			(1.39	)
Net investment gain (loss)			(1.22	)			(1.22	)			(1.35	)			(1.34	)
Net income (loss) per unit			(1.05	)			(1.06	)			7.42				7.28
Net asset value per unit at the end of the period		$	172.13			$	168.33			$	176.97			$	174.20
		Series A				Series B				Series A				Series B
		Three months ended				Three months ended				Three months ended				Three months ended
		March 31, 2013				March 31, 2013				March 31, 2012				March 31, 2012
Ratio of net investment loss to average partners’ capital (net assets)(1)			(2.91	%)			(2.98	%)			(3.32	%)			(3.32	%)
Ratio of expenses to average partners’ capital (net assets) (1)(2)			2.85	%			2.92	%			3.20	%			3.20	%
Total return (3)			(0.61	%)			(0.63	%)			4.38	%			4.36	%

The above ratios were calculated for the partners taken as a whole. The computation of such ratios was not based on the amount of expenses assessed and income allocated to an individual partner’s capital account, which may vary from these ratios based on the timing of capital transactions (see Note 5).

 

(1)	Annualized.

(2)	The ratio of expenses to average partners’ capital (net asset) values does not include brokerage commissions.

(3)	Not annualized.

 

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Rogers International Raw Materials Fund, L.P.

Notes to the Financial Statements (Unaudited)

 

Note 8. Litigation:

The Partnership is a beneficiary of a Litigation Trust which is seeking recoveries from third parties, related to the 2005 bankruptcy of Refco, Inc. and numerous affiliates (the “Refco Bankruptcy”). As of March 31, 2013, the Partnership has received the full value of its allowed claims in the Refco Bankruptcy and has recovered approximately $5.5 million in excess of its allowed securities claim in the Refco Bankruptcy and may receive additional Refco Bankruptcy related recoveries, although there can be no assurance that it will or that any additional recoveries will be material. Management is unable to estimate the amounts of any such additional recoveries.

All Refco Bankruptcy related recoveries received by the Partnership, including excess recoveries except as described below, have been allocated among all partners in the Partnership who were partners as of October 31, 2005, on a pro-rata basis as of October 31, 2005, with redeemed partners receiving cash distributions. There were no cash distributions from excess recoveries to redeemed partners for the year ended December 31, 2012. Excess distributions have been made in 2013 of $434,424. Pursuant to Section 12.2 of the Partnership’s Agreement of Limited Partnership, the Partnership reimbursed the General Partner approximately $7,796 from excess recoveries for legal costs incurred by the General Partner defending against suits related to the Refco Bankruptcy in 2012. There are no fees due under these arrangements as of March 31, 2013 and December 31, 2012, respectively.

The Partnership has reserved $69,646 of the excess Refco related recoveries to apply to expenses incurred to administer ongoing communication with, and distributions and reporting to, redeemed limited partners with respect to Refco related recoveries received by the Partnership. These expenses include but are not limited to professional fees, printing, postage, and administration fees. At March 31, 2013 and December 31, 2012, $0 and $4,646 of these expenses are included in administrative and other fees payable on the statement of financial condition.

At March 31, 2013 and December 31, 2012, $22,137 and $456,561 of excess Refco related recoveries were payable to redeemed limited partners.

Note 9. Indemnifications:

In the normal course of business, the Partnership enters into contracts and agreements that contain a variety of representations and warranties, both of which provide general indemnifications. The Partnership’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Partnership that have not yet occurred. The Partnership expects the risk of any future obligation under these indemnifications to be remote.

Note 10. Interim Financial Statements:

The statements of financial condition, including the condensed schedule of investments, as of March 31, 2013, the statement of operations and changes in partners’ capital (net assets) for the three months ended March 31, 2013 and 2012 and the accompanying notes to the financial statements are unaudited. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP may be omitted pursuant to such rules and regulations. In the opinion of the General Partner, such financial statements and accompanying disclosures reflect all adjustments, which were of a normal and recurring nature, necessary for a fair presentation of the financial position as of March 31, 2013, results of operations and changes in partner’s capital (net assets) for the three months ended March 31, 2013 and 2012. The results of operation for three months ended March 31, 2013 and 2012 are not necessarily indicative of the results to be expected for the full year or any other period. These financial statements should be read in conjunction with the audited financial statements and the notes thereto included in the Partnership’s Form 10-K as filed with the SEC.

Note 11. Subsequent Events:

Subsequent to March 31, 2013, there were $2,000 of contributions and withdrawals totaled approximately $565,551.

Effective May 1, 2013, the Partnership ceased offering its units of limited partnership and is no longer accepting contributions.

Effective April 1, 2013, the General Partner, Beeland Management Company, LLC, was acquired by Price Asset Management, Inc., a wholly owned subsidiary of Price Holdings, Inc.

 

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ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INTRODUCTION

The Partnership’s principal objective is to provide an alternative investment vehicle for investors with diversified investment portfolios. The Partnership’s trading is designed to replicate the positions which comprise the Rogers International Commodity Index. The Partnership invests and trades in a portfolio of commodity futures and exchange traded forward contracts. The Partnership invests and trades solely on the “long side” of the market. The General Partner (“Beeland Management”) manages all business of the Partnership.

CAPITAL RESOURCES

Effective May 1, 2013, the Partnership ceased raising capital through the sale of Units and does not intend to raise any capital through borrowing. Due to the nature of the Partnership’s business, it will make no capital expenditures and will have no capital assets which are not operating capital or assets.

LIQUIDITY

Most United States commodity exchanges limit fluctuations in futures contracts prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits.” During a single trading day, no trades may be executed at prices beyond the daily limit. This may affect the Partnership’s ability to initiate new positions or close existing ones or may prevent it from having orders executed. Futures prices have occasionally moved the daily limit for several consecutive days with little or no trading. Similar occurrences could prevent the Partnership from promptly liquidating unfavorable positions and subject the Partnership to substantial losses, which could exceed the margin initially committed to such trades. In addition, even if futures prices have not moved the daily limit, the Partnership may not be able to execute futures trades at favorable prices if little trading in such contracts is taking place.

Other than these limitations on liquidity, which are inherent in the Partnership’s trading operations, the Partnership’s assets are expected to be highly liquid.

RESULTS OF OPERATIONS

The Partnership’s net income or loss is directly related to changes in the value of the Index, which the Partnership is designed to replicate, and is not dependent on trading decisions made by the Beeland Management apart from balancing positions to track the Index. In periods of general market inflation, Beeland Management would expect the value of the Index to increase; similarly, in periods of general market deflation, Beeland Management would expect the value of the Index to decrease. The Partnership’s performance may be negative in years when the Index’s performance is positive due to fees charged.

The components of the Partnership’s return are normally the gains and losses recognized from the changes in futures market prices and the interest income earned on cash balances. The mechanics and rules of futures markets allow the Partnership to earn interest on approximately 90% to 100% of its assets.

At March 31, 2013 and December 31, 2012, the Partnership’s net assets were $24,323,452 and $25,770,284, respectively.

 

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		Three months ended				Three months ended
		March 31, 2013				March 31, 2012
Net Revenues
Realized net trading gains		$	325,401			$	1,351,882
Unrealized trading gains (losses)			(278,803	)			477,292
Interest income			3,532				10,133
Commissions			(12,151	)			(20,810	)
Total Net Revenues		$	37,979			$	1,818,497
Operating Expenses
Management fees		$	63,833			$	88,757
Administrative fees and other expenses			116,306				190,947
Total Operating Expenses			180,139				279,704
Net Income (Loss)		$	(142,160	)		$	1,538,793

The Partnership pays various fees and expenses on a continuing basis which include management fees, servicing fees, and brokerage commission and transaction fees.

Results of Operations

2013

The Partnership posted a gain of 3.68% in January. The performance for all of the Index’s sectors was positive. The energy, agricultural and metals sectors posted gains of 2.36%, 1.00% and 0.61% respectively. The best performing commodities in January were canola, RBOB gasoline, cotton, platinum and tin. The highest grossing commodities were light crude, brent crude, cotton, RBOB gasoline and corn.

The Partnership posted a loss of -4.27% in February. The performance for all of the Index’s sectors was negative. The energy, agriculture and metals sectors posted losses of -1.80%, -1.02% and -1.17%, respectively. The best performing commodities in February were lumber orange juice, coffee, soybean meal, and natural gas. The highest grossing commodities were cotton, lumber, natural gas, coffee and orange juice.

The Partnership posted a gain of .14% in March. The performance for the Index’s sectors was mixed. The energy sector posted a gain of 1.46%, while the agriculture and metals sectors posted losses of -.37% and -.66%, respectively. The best performing commodities in March were natural gas, orange juice, cocoa-NYSE, oats and light crude. The highest grossing commodities were light crude, natural gas, cotton, soybean oil and orange juice.

2012

The Partnership posted a gain of 3.16% in January. The performance for all of the Index’s sectors was positive. The metals, agriculture and energy sectors posted gains of 2.62%, .40% and .35%, respectively. The best performing commodities this month were tin, silver, rubber, orange juice and zinc. The highest grossing commodities were brent crude, aluminum, silver, copper and gold.

The Partnership posted a gain of 4.13% in February. The performance for all of the Index’s sectors was positive. The energy, agriculture and metals sectors posted gains of 3.65%, .56% and .22%, respectively. The best performing commodities this month were brent crude, soybean meal, canola, soybeans and light crude. The highest grossing commodities were light crude, brent crude, soybeans, RBOB gasoline and sugar.

 

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The Partnership posted a net loss of -2.84% in March. The performance for all of the Index’s sectors was negative. The agriculture, metals and energy sectors posted losses of -1.29%, -1.01% and -.26%, respectively. The best performing commodities this month were soybean meal, oats, canola, Euro rapeseed and soybeans. The highest grossing commodities were soybeans, brent crude, cotton, soybean meal and canola.

OFF-BALANCE SHEET RISK

The term “off-balance sheet risk” refers to an unrecorded potential liability that, even though it does not appear on the balance sheet, may result in future obligation or loss. The Partnership trades primarily in futures and exchange traded forward contracts and may therefore become a party to financial instruments with elements of off-balance sheet market and credit risk. In entering into these contracts, there exists a market risk that such contracts may be significantly influenced by conditions, such as interest rate volatility, resulting in such contracts being less valuable. If the markets should move against all of the open positions of the Partnership at the same time, the Partnership could experience substantial losses.

In addition to market risk, in entering into futures, exchange-traded forward, or over the counter contracts there is a credit risk that a counterparty will not be able to meet its obligations to the Partnership. The counterparty for futures contracts traded in the United States and on most foreign exchanges is the clearinghouse associated with such exchange. In general, clearinghouses are backed by the corporate members of the clearinghouse who are required to share any financial burden resulting from the non-performance by one of their members and, as such, should significantly reduce this credit risk. In cases where the clearinghouse is not backed by the clearing members, like some foreign exchanges, it is normally backed by a consortium of banks or other financial institutions. In off-exchange transactions, traders must rely solely on the credit of their counterparties. Margins, which may be subject to loss in the event of a default, are generally required in exchange trading, and counterparties may require collateral in the over-the-counter markets.

CRITICAL ACCOUNTING POLICIES – VALUATION OF THE PARTNERSHIP’S POSITIONS

The General Partner believes that the accounting policies that are most critical to the Partnership’s financial condition and results of operations relate to the valuation of the Partnership’s positions. The majority of the Partnership’s positions are exchange-traded futures contracts, which are valued daily at settlement prices published by the exchanges. Any spot or forward foreign currency contracts held by the Partnership are also valued at published daily settlement prices or at dealers’ quotes. Thus, the General Partner expects that under normal circumstances substantially all of the Partnership’s assets will be valued on a daily basis using objective measures.

OFF-BALANCE SHEET ARRANGEMENTS

The Partnership does not engage in off-balance sheet arrangements with other entities.

CONTRACTUAL OBLIGATIONS

The Partnership does not enter into any contractual obligations or commercial commitments to make future payments of a type that would be typical for an operating company or that would affect its liquidity or capital resources. The Partnership’s sole business is trading futures, exchange-traded commodity forward, and, possibly, commodity related over the counter contracts. All such contracts are settled by offset, not delivery. The Partnership’s Financial Statements, included in this report, present a Schedule of Investments setting forth unrealized gain and unrealized loss on the Partnership’s open futures contracts at March 31, 2013 (unaudited) and December 31, 2012.

 

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ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.

 

ITEM 4.

CONTROLS AND PROCEDURES

The principal executive officer and principal financial officer of Beeland Management have evaluated the effectiveness of Beeland Management’s disclosure controls and procedures with respect to the Partnership as of the end of the fiscal quarter for which this Quarterly Report on Form 10-Q is being filed and have concluded that Beeland Management has effective disclosure controls and procedures to ensure that material information relating to the Partnership is made known to them by others within Beeland Management, particularly during the period in which this quarterly report is being prepared. There have been no significant changes in Beeland Management’s internal controls over financial reporting with respect to the Partnership that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, Beeland Management’s internal controls over financial reporting with respect to the Partnership.

 

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PART II-OTHER INFORMATION

 

ITEM 1.

LEGAL PROCEEDINGS.

None.

 

ITEM 1A.

RISK FACTORS

Not required.

 

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

(c) Pursuant to the Partnership’s Limited Partnership Agreement, investors may redeem their units at the end of each calendar month at the then current month-end net asset value per unit. The redemption of units has no impact on the value of units that remain outstanding, and units are not reissued once redeemed.

The following tables summarize the redemptions by investors during the three months ended March 31, 2013:

Series A

 

Month:		Units Redeemed:				NAV per Unit ($):
January 31, 2013			(2,284.25	)		$	179.55
February 28, 2013			(3,770.88	)		$	171.88
March 31, 2013			(1,165.05	)		$	172.13

Series B

 

Month:		Units Redeemed:				NAV per Unit ($):
January 31, 2013			(56.78	)		$	175.61
February 28, 2013			(302.38	)		$	168.10
March 31, 2013			(60.43	)		$	168.33

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

Not applicable.

 

ITEM 4.

(Removed and Reserved)

 

ITEM 5.

OTHER INFORMATION

None

 

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ITEM 6.

EXHIBITS

The following exhibits are included herewith.

 

Designation		Description
31.01		Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
31.02		Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
32.01		Section 1350 Certification of Principal Executive Officer
32.02		Section 1350 Certification of Principal Financial Officer
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on May 14, 2013.

 

 

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