-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VjUrlHgsD9czCDkeQLMpXpMstGV46SMJcyYTSyr2hmtBuT3LgeJddyJDcIJVqbow 3h/8K/oHp5BEElheCwPfsQ== 0000950137-03-002908.txt : 20030514 0000950137-03-002908.hdr.sgml : 20030514 20030514095900 ACCESSION NUMBER: 0000950137-03-002908 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030331 FILED AS OF DATE: 20030514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROGERS INTERNATIONAL RAW MATERIALS FUND LP CENTRAL INDEX KEY: 0001118384 STANDARD INDUSTRIAL CLASSIFICATION: [6221] IRS NUMBER: 364368292 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-41780 FILM NUMBER: 03697074 BUSINESS ADDRESS: STREET 1: 1000 HART RD STREET 2: SUITE 210 CITY: BARRINGTON STATE: IL ZIP: 60010 BUSINESS PHONE: 8473040450 MAIL ADDRESS: STREET 1: 1000 HART RD STREET 2: SUITE 210 CITY: BARRINGTON STATE: IL ZIP: 60010 10-Q 1 c77082e10vq.txt QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________________ to___________________ Commission File Number: 333-41780 ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P. (Exact name of registrant as specified in its charter) ILLINOIS 36-4368292 (State of organization) (I.R.S. Employer Identification No.) BEELAND MANAGEMENT COMPANY, LLC GENERAL PARTNER 1000 HART ROAD, SUITE 210 BARRINGTON, ILLINOIS 60010 (847) 304-0450 (Address of principal executive offices) (Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act) [ ] Yes [X] No PART I--FINANCIAL INFORMATION ITEM 1. Financial Statements. a) Accountants Review Report b) Income Statement for the Three Months Ended March 31, 2003 and 2002. c) Balance Sheet as of March 31, 2003 and December 31, 2002 d) Statement of Changes in Partner's Equity for the Three Months Ended March 31, 2003. e) Notes to Financial Statements ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. ITEM 3. Quantitative and Qualitative Disclosures About Market Risk. ITEM 4. Controls and Procedures PART II--OTHER INFORMATION ITEM 1. Legal Proceedings. ITEM 6. Exhibits and Reports on Form 8-K (Section 249.308 of this chapter). a) Exhibits required by Item 601 of Regulation S-K b) Reports on Form 8-K SIGNATURES CERTIFICATIONS PART I--FINANCIAL INFORMATION ITEM 1. Financial Statements. ACCOUNTANT'S REVIEW REPORT To the General Partner of Rogers International Raw Materials Fund, L.P. (A Limited Partnership): We have reviewed the accompanying balance sheet of Rogers International Raw Materials Fund, L.P. as of March 31, 2003 and related statements of income and changes in partners' equity for the three months then ended, in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. All information included in the financial statements is the representation of the management of Rogers International Raw Materials Fund, L.P. A review consists principally of inquiries of Company personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made in the accompanying financial statements in order for them to be in conformity with generally accepted accounting principles. /s/ Vorisek & Company, LLC Vorisek & Company, LLC Certified Public Accountants McHenry, IL April 11, 2003 ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P. INCOME STATEMENT For The Three Months Ended March 31, 2003 and 2002 (Unaudited)
3 m/e 3 m/e 3/31/2003 3/31/2002 --------- --------- REVENUE Realized net trading gain $ 1,227,238 $ 321,118 Realized gain (loss) on securities 49,935 (11,550) Change in unrealized net trading gain (loss) (878,755) 408,054 Change in unrealized (loss) on securities (66,948) (28,997) Foreign exchange gain 6,322 353 Interest income -- securities 46,775 47,750 Interest income 2,864 3,545 ----------- ----------- Total Revenue 387,431 740,273 ----------- ----------- EXPENSE Commissions 11,608 8,084 Management fees 40,058 28,370 Administrative fees 27,016 22,193 Amortization expense -- 21,566 ----------- ----------- Total Expense 78,682 80,213 ----------- ----------- Net Income $ 308,749 $ 660,060 =========== ===========
ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P. BALANCE SHEET March 31, 2003 and December 31, 2002 (Unaudited)
3/31/2003 12/31/2002 --------- ---------- ASSETS Cash at bank $ 45,052 $ 182,497 Cash at broker 919,774 1,010,459 Investment in securities 6,094,688 5,998,810 Unrealized net trading gain (loss) (546,429) 332,325 Interest receivable -- securities 49,019 239 ----------- ---------- Total Assets $ 6,562,104 $7,524,330 =========== ========== LIABILITIES Commissions payable $ 2,665 $ 2,839 Accrued management fees 12,803 13,014 Administrative fees payable 20,384 41,161
Organizational costs payable -- 167,699 Redemptions payable -- 21,361 ----------- ---------- Total Liabilities 35,852 246,074 ----------- ---------- PARTNERSHIP EQUITY Limited Partners Equity 6,526,252 7,278,256 ----------- ---------- Total Liabilities and Partnership Equity $ 6,562,104 $7,524,330 =========== ==========
ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P. STATEMENT OF CHANGES IN PARTNERS' EQUITY For The Three Months Ended March 31, 2003 (Unaudited)
3 m/e 3 m/e 3/31/2003 3/31/2002 --------- --------- Equity at Beginning of Quarter $ 7,278,256 $ 4,902,703 Additions -- 340,707 Net income 308,749 660,060 Withdrawals (1,060,753) (181,873) ----------- ----------- Equity at End of Quarter $ 6,526,252 $ 5,721,597 =========== =========== PER UNIT DATA 3/31/2003 3/31/2002 --------- --------- Net asset value $ 118.81 $ 104.17 =========== =========== Net income $ 5.62 $ 12.02 =========== =========== Units outstanding 54,929 54,928 =========== ===========
ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P. Notes to Financial Statements (Unaudited) In the opinion of management, the accompanying balance sheets and related interim statements of income and changes in partners' equity include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with U.S. generally accepted accounting principles. The Partnership has elected not to provide a statement of cash flows as permitted by Statement of Accounting Standards 102 "Statement of Cash Flows". ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. FINANCIAL CONDITION Total equity decreased by $752,004 in the three months ended March 31, 2003, due to limited partner withdrawals of ($1,060,753) and net income of $308,749. RESULTS OF OPERATIONS NET REVENUES (LOSSES) The realized net trading gains of $1,277,173 and $309,568 are the results of three months of trading ending March 31, 2003 and 2002. The realized trading gains include realized gains (losses) on securities of $49,935 and ($11,550) for the same periods. The interest income includes accrued interest income on securities of $46,775 and $47,750 for the same periods. OPERATING EXPENSES The Fund pays substantial fees and expenses that are described in the annual report filed for the fiscal year ended December 31, 2002. There have been no material changes in the computation of these fees. Organizational Costs for the Fund totaled $482,397. These costs were amortized over the three-month period beginning November 2001. These costs include legal fees, accounting fees and printing costs. ITEM 3. Quantitative and Qualitative Disclosures About Market Risk. NOT APPLICABLE ITEM 4. Controls and Procedures. (a) Evaluation and Disclosures an Procedures As required by new Rule 13a-15 under the Securities and Exchange Act of 1934, within 90 days prior to the date of this report, the Registrant carried out an evaluation under the supervision and with the participation of the Registrant's management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of the disclosure controls and procedures. Based upon that evaluation, the management, including the CEO and CFO, concluded that the disclosure controls and procedures were effective to ensure that information required to be disclosed by the Registrant in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. In connection with the new rules and as a matter of practice, the Registrant continues to review and document disclosure controls and procedures, including internal controls and procedures for financial reporting. From time to time, the Registrant may make changes aimed at enhancing the effectiveness of the controls and to ensure that the systems evolve with the business. There have been no significant changes in the internal controls or in other factors that could significantly affect internal controls subsequent to the date the Registrant carried out its evaluation. (b) Changes in Internal Controls None. PART II--OTHER INFORMATION ITEM 1. Legal Proceedings. None ITEM 6. Exhibits and Reports on Form 8-K (Section 249.308 of this chapter). a) Required Exhibits: Exhibit 2 - Plan of acquisition, reorganization, arrangement, liquidation, or succession None Exhibit 3 - Articles of Incorporation and By-laws This required exhibit is incorporated by reference from the exhibit included with Form S-1 Registration Statement and Amendments No. 333-41780. Exhibit 4 - Instruments defining the rights of security holders, including indentures The required exhibit is incorporated by reference from the exhibit included with Form S-1 Registration Statement and Amendments No. 333-41780. Exhibit 10 - Material Contracts None Exhibit 11 - Statement re computation of per share earnings The required exhibit is incorporated by reference from the information contained in Part I, Item 1, Financial Information. Exhibit 15 - Letter re unaudited interim financial information Not Applicable Exhibit 18 - Letter re change in accounting principles Not Applicable Exhibit 19 - Report furnished to security holders The required exhibit is incorporated by reference from the information contained in Part I, Item 1, Financial Information. Exhibit 22 - Published report regarding matters submitted to vote of security holders Not Applicable Exhibit 23 - Consent of experts and counsel Not Applicable Exhibit 24 - Power of Attorney Not Applicable Exhibit 99 - Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code See Exhibit 99 b) Reports on Forms 8-K No reports on Form 8-K were filed during the first quarter of fiscal 2003. SIGNATURES* Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Rogers International Raw Materials Fund, L.P. --------------------------------------------- (Registrant) April 22, 2003 /s/ Richard Chambers -------------- -------------------- Date Chief Financial Officer of Beeland Management Company, LLC April 22, 2003 /s/ Clyde Harrison -------------- ------------------ Date Chief Executive Officer of Beeland Management Company, LLC
CERTIFICATIONS I, Clyde Harrison, the chief executive officer of Rogers International Raw Materials Fund L.P., certify that: 1. I have reviewed this quarterly report on Form 10-Q of Rogers International Raw Materials Fund L.P; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: April 22, 2003 -------------- /s/ Clyde Harrison ------------------ Chief Executive Officer I, Richard Chambers, the chief financial officer of Rogers International Raw Materials Fund L.P., certify that: 1. I have reviewed this quarterly report on Form 10-Q of Rogers International Raw Materials Fund L.P; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date April 22, 2003 /s/ Richard Chambers --------------------- Chief Financial Officer EX-99 3 c77082exv99.txt CERTIFICATION EXHIBIT 99 Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code I, Clyde Harrison, the chief executive officer of Rogers International Raw Materials Fund L.P. certify that (i) the Form 10Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Form 10Q fairly presents, in all material respects, the financial condition and results of operations of Rogers International Raw Materials Fund L.P. /s/ Clyde Harrison Chief Executive Officer April 22, 2003 Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code I, Richard Chambers, the chief financial officer of Rogers International Raw Materials Fund L.P. certify that (i) the Form 10Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Form 10Q fairly presents, in all material respects, the financial condition and results of operations of Rogers International Raw Materials Fund L.P. /s/ Richard Chambers Chief Financial Officer April 22, 2003 -----END PRIVACY-ENHANCED MESSAGE-----