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 June 30, 1997 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: 33-80443 WILLOWBRIDGE STRATEGIC TRUST - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 13-7075398 - -------------------------------------------------------------------------------- (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) One New York Plaza, 14th Floor, New York, New York 10292 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212) 778-7866 N/A - -------------------------------------------------------------------------------- Former name, former address and former fiscal year, if changed since last report Indicate by check CK whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes _CK_ No __ Part I. FINANCIAL INFORMATION ITEM 1--FINANCIAL STATEMENTS WILLOWBRIDGE STRATEGIC TRUST (a Delaware Business Trust) STATEMENTS OF FINANCIAL CONDITION (Unaudited) June 30, December 31, 1997 1996 - --------------------------------------------------------------------------------------------------- ASSETS Equity in commodity trading accounts: Cash $46,737,812 $27,465,535 Net unrealized gain on open commodity positions 1,044,446 354,215 Options, at market 142,872 -- ----------- ------------ Net equity 47,925,130 27,819,750 Other receivable 18,789 4,224 ----------- ------------ Total assets $47,943,919 $27,823,974 ----------- ------------ ----------- ------------ LIABILITIES AND TRUST CAPITAL Liabilities Redemptions payable $ 1,173,599 $ 359,352 Management fee payable 119,860 69,560 Incentive fee payable -- 414,894 ----------- ------------ Total liabilities 1,293,459 843,806 ----------- ------------ Commitments Trust capital Limited interests (434,429.563 and 258,057 interests outstanding) 46,126,650 26,700,158 General interests (4,933.397 and 2,706.31 interests outstanding) 523,810 280,010 ----------- ------------ Total trust capital 46,650,460 26,980,168 ----------- ------------ Total liabilities and trust capital $47,943,919 $27,823,974 ----------- ------------ ----------- ------------ Net asset value per limited and general interest ('Interests') $ 106.18 $ 103.47 ----------- ------------ ----------- ------------ - --------------------------------------------------------------------------------------------------- The accompanying notes are an integral part of these statements 2 WILLOWBRIDGE STRATEGIC TRUST (a Delaware Business Trust) STATEMENTS OF OPERATIONS (Unaudited) For the Period from May 1, 1996 (Commencement of Operations) Six months ended Three months ended through June 30, June 30, 1997 June 30, 1997 1996 - ---------------------------------------------------------------------------------------------------------- REVENUES Net realized gain (loss) on commodity transactions $ 1,719,452 $ (910,687) $ (1,405,524) Change in net unrealized gain on commodity positions 682,950 (3,777,250) 199,963 Interest income 1,036,723 561,235 116,173 ------------------ ------------------------ ------------------ 3,439,125 (4,126,702) (1,089,388) ------------------ ------------------------ ------------------ EXPENSES Commissions 1,685,693 963,217 183,456 Management fees 659,447 360,128 67,829 Incentive fees 1,214,408 -- -- ------------------ ------------------------ ------------------ 3,559,548 1,323,345 251,285 ------------------ ------------------------ ------------------ Net loss $ (120,423) $ (5,450,047) $ (1,340,673) ------------------ ------------------------ ------------------ ------------------ ------------------------ ------------------ ALLOCATION OF NET LOSS Limited interests $ (123,223) $ (5,391,824) $ (1,324,788) ------------------ ------------------------ ------------------ ------------------ ------------------------ ------------------ General interests $ 2,800 $ (58,223) $ (15,885) ------------------ ------------------------ ------------------ ------------------ ------------------------ ------------------ NET LOSS PER WEIGHTED AVERAGE LIMITED AND GENERAL INTEREST Net loss per weighted average limited and general interest $ (.31) $ (12.55) $ (8.95) ------------------ ------------------------ ------------------ ------------------ ------------------------ ------------------ Weighted average number of limited and general interests outstanding 389,051.831 434,095.348 149,742.020 ------------------ ------------------------ ------------------ ------------------ ------------------------ ------------------ - ---------------------------------------------------------------------------------------------------------- STATEMENT OF CHANGES IN TRUST CAPITAL (Unaudited) LIMITED GENERAL INTERESTS INTERESTS INTERESTS TOTAL - ----------------------------------------------------------------------------------------------------- Trust capital--December 31, 1996 260,763.310 $26,700,158 $280,010 $26,980,168 Contributions 203,392.591 22,284,000 241,000 22,525,000 Net income (loss) -- (123,223) 2,800 (120,423) Redemptions (24,792.941) (2,734,285) -- (2,734,285) ------------ ----------- --------- ----------- Trust capital--June 30, 1997 439,362.960 $46,126,650 $523,810 $46,650,460 ------------ ----------- --------- ----------- ------------ ----------- --------- ----------- - ----------------------------------------------------------------------------------------------------- The accompanying notes are an integral part of these statements 3 WILLOWBRIDGE STRATEGIC TRUST (a Delaware Business Trust) NOTES TO FINANCIAL STATEMENTS JUNE 30, 1997 (Unaudited) A. General These financial statements have been prepared without audit. In the opinion of management, the financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position of Willowbridge Strategic Trust (the 'Trust') as of June 30, 1997 and the results of its operations for six and the three months ended June 30, 1997 and for the period from May 1, 1996 (commencement of operations) through June 30, 1996. However, the operating results for the interim periods may not be indicative of the results expected for the full year. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been omitted. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Trust's Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 1996 (the 'Annual Report'). B. Related Parties Prudential Securities Futures Management Inc. (the 'Managing Owner') or its affiliates perform services for the Trust which include but are not limited to: brokerage services, accounting and financial management, registrar, transfer and assignment functions, investor communications, printing and other administrative services. The costs charged to the Trust for brokerage services for the six and three months ended June 30, 1997 were $1,685,693 and $963,217, respectively, and for the period from May 1, 1996 through June 30, 1996 were $183,456. The Trust maintains its trading and cash accounts with Prudential Securities Incorporated ('PSI'), the Trust's commodity broker and an affiliate of the Managing Owner. PSI credits the Trust monthly with 80% of the interest it earns on the equity in these accounts and retains the remaining 20%. As described in the Annual Report, all commissions for brokerage services are paid to PSI. In connection with the Trust's interbank transactions, PSI engages in foreign currency forward transactions with the Trust and an affiliate of PSI who, as principal, attempts to earn a profit on the bid-ask spreads (which must be competitive) on any foreign currency forward transactions entered into between the Trust and PSI, on the one hand, and PSI and such affiliate on the other. In connection with its trading of foreign currencies in the interbank market, PSI may arrange bank lines of credit at major international banks. To the extent such lines of credit are arranged, PSI does not charge the Trust for maintaining such lines of credit, but requires margin deposits with respect to forward contract transactions. C. Credit and Market Risk Since the Trust's business is to trade futures, forward and options contracts, its capital is at risk due to changes in the value of these contracts (market risk) or the inability of counterparties to perform under the terms of the contracts (credit risk). Futures, forward and options contracts involve varying degrees of off-balance sheet risk; and changes in the level of volatility of interest rates, foreign currency exchange rates or the market values of the contracts (or commodities underlying the contracts) frequently result in changes in the Trust's unrealized gain (loss) on open commodity positions reflected in the statements of financial condition. The Trust's exposure to market risk is influenced by a number of factors including the relationships among the contracts held by the Trust as well as the liquidity of the markets in which the contracts are traded. Futures and options contracts are traded on organized exchanges and are thus distinguished from forward contracts which are entered into privately by the parties. The credit risks associated with futures and options contracts are typically perceived to be less than those associated with forward contracts because exchanges typically provide clearinghouse arrangements in which the collective credit (subject to certain limitations) of the members of the exchanges is pledged to support the financial integrity of the exchange. 4 On the other hand, the Trust must rely solely on the credit of its broker (PSI) with respect to forward transactions. The Managing Owner attempts to minimize both credit and market risks by requiring the Trust's trading manager to abide by various trading limitations and policies. The Managing Owner monitors compliance with these trading limitations and policies which include, but are not limited to, executing and clearing all trades with creditworthy counterparties (currently, PSI is the sole counterparty or broker); limiting the amount of margin or premium required for any one commodity or all commodities combined; and generally limiting transactions to contracts which are traded in sufficient volume to permit the taking and liquidating of positions. The Managing Owner may impose additional restrictions (through modifications of such trading limitations and policies) upon the trading activities of the trading manager as it, in good faith, deems to be in the best interests of the Trust. PSI, when acting as the Trust's futures commission merchant in accepting orders for the purchase or sale of domestic futures and options contracts, is required by Commodity Futures Trading Commission ('CFTC') regulations to separately account for and segregate as belonging to the Trust all assets of the Trust relating to domestic futures and options trading and not to commingle such assets with other assets of PSI. At June 30, 1997 and December 31, 1996, such segregated assets totalled $44,428,908 and $23,463,181, respectively. Part 30.7 of the CFTC regulations also requires PSI to secure assets of the Trust related to foreign futures and options trading which totalled $3,496,222 and $4,356,569 at June 30, 1997 and December 31, 1996, respectively. There are no segregation requirements for assets related to forward trading. As of June 30, 1997 and December 31, 1996, all open futures and options contracts mature within one year. As of June 30, 1997 and December 31, 1996, gross contract amounts of open futures and options contracts are: June 30, December 31, 1997 1996 ------------- ------------- Financial Futures Contracts: Commitments to purchase $ 25,315,856 $61,090,445 Commitments to sell $ 64,797,868 $22,255,035 Currency Futures and Options Contracts: Commitments to purchase $ 13,861,763 $ 2,891,650 Commitments to sell $ 47,661,713 $12,957,888 Other Futures and Options Contracts: Commitments to purchase $ 41,385,820 $11,829,016 Commitments to sell $ 279,087 $ 3,189,296 The gross contract amounts represent the Trust's potential involvement in a particular class of financial instrument (if it were to take or make delivery on an underlying futures contract). The gross contract amounts significantly exceed the future cash requirements as the Trust intends to close out open positions prior to settlement and thus is generally subject only to the risk of loss arising from the change in the value of the contracts. As such, the Trust considers the 'fair value' of its futures, forward and options contracts to be the net unrealized gain or loss on the contracts (plus premiums on options). Thus, the amount at risk associated with counterparty nonperformance of all contracts is the net unrealized gain included in the statements of financial condition. The market risk associated with the Trust's commitments to purchase commodities is limited to the gross contract amounts involved, while the market risk associated with its commitments to sell is unlimited since the Trust's potential involvement is to make delivery of an underlying commodity at the contract price; therefore, it must repurchase the contract at prevailing market prices. 5 At June 30, 1997 and December 31, 1996, the fair values of futures and options contracts were: June 30, 1997 December 31, 1996 --------------------------- --------------------------- Assets Liabilities Assets Liabilities ----------- ----------- ----------- ----------- Futures Contracts: Domestic exchanges Financial $ 52,031 $ -- $ 27,000 $ 96,094 Currencies 312,285 173,825 151,650 56,533 Other 190,718 27,472 204,414 160,312 Foreign exchanges Financial 30,134 162,077 73,065 84,446 Other 1,144,120 321,468 307,291 11,820 Options Contracts: Domestic exchanges Currencies 24,600 -- -- -- Foreign exchanges Other 118,272 -- -- -- ----------- ----------- ----------- ----------- $ 1,872,160 $ 684,842 $ 763,420 $ 409,205 ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- The following table presents the average fair value of futures and options contracts during the six and three months ended June 30, 1997 and for the period from May 1, 1996 (commencement of operations) through June 30, 1996. May 1, 1996 (commencement of Six months ended Three months ended operations) through June 30, 1997 June 30, 1997 June 30, 1996 ------------------------- ------------------------- ----------------------- Average Fair Value Average Fair Value Average Fair Value ------------------------- ------------------------- ----------------------- Assets Liabilities Assets Liabilities Assets Liabilities ---------- ----------- ---------- ----------- -------- ----------- Futures Contracts: Domestic exchanges Financial $ 322,595 $ 36,767 $ 522,848 $ 36,352 $ 80,688 $ 14,328 Currencies 464,986 89,317 264,658 99,248 144,921 118,440 Other 1,066,586 320,331 1,266,241 366,970 334,102 453,315 Foreign exchanges Financial 223,717 183,524 249,300 221,904 11,111 11,196 Other 892,816 119,805 1,121,717 164,374 -- 20,314 Options Contracts: Domestic exchanges Currencies 3,514 -- 6,150 -- -- -- Other 23,946 -- 41,906 -- -- -- Foreign exchanges Other 17,598 -- 29,598 -- -- -- ---------- ----------- ---------- ----------- -------- ----------- $3,015,758 $ 749,744 $3,502,418 $ 888,848 $570,822 $ 617,593 ---------- ----------- ---------- ----------- -------- ----------- ---------- ----------- ---------- ----------- -------- ----------- 6 The following tables present the net realized gains (losses) and the change in net unrealized gains/losses of futures and options contracts during the six and three months ended June 30, 1997 and for the period from May 1, 1996 (commencement of operations) through June 30, 1996. Six months ended June 30, 1997 Three months ended June 30, 1997 ------------------------------------------- -------------------------------------------- Net Realized Change in Net Realized Change in Gains Net Unrealized Gains Net Unrealized (Losses) Gains/Losses Total (Losses) Gains/Losses Total ------------ -------------- ----------- ------------- -------------- ----------- Futures Contracts: Domestic exchanges Financial $(1,140,095) $ 121,125 $(1,018,970) $ 258,837 $ (1,759,844) $(1,501,007) Currencies 2,707,705 43,343 2,751,048 1,432,998 304,760 1,737,758 Other 1,423,051 119,144 1,542,195 (1,013,624) (1,328,408) (2,342,032) Foreign exchanges Financial (2,502,033) (120,562) (2,622,595) (2,180,112) (777,194) (2,957,306) Other 1,109,865 527,181 1,637,046 808,424 (219,269) 589,155 Options Contracts: Domestic exchanges Financial 352,859 -- 352,859 (251) -- (251) Currencies (26,500) 2,026 (24,474) (26,500) 2,026 (24,474) Other (144,381) -- (144,381) (144,381) 9,986 (151,181) Foreign exchanges Financial (14,941) -- (14,941) -- -- -- Other (46,078) (9,307) (55,385) (46,078) (9,307) (38,599) ------------ -------------- ----------- ------------- -------------- ----------- $ 1,719,452 $ 682,950 $ 2,402,402 $ (910,687) $ (3,777,250) $(4,687,937) ------------ -------------- ----------- ------------- -------------- ----------- ------------ -------------- ----------- ------------- -------------- ----------- For the period from May 1, 1996 through June 30, 1996 ------------------------------------------------- Change in Net Realized Net Unrealized Gains (Losses) Gains/Losses Total -------------- -------------- ----------- Futures Contracts: Domestic exchanges Financial $ (313,625) $ 60,281 $ (253,344) Currencies 49,662 (30,768) 18,894 Other (1,028,451) 168,531 (859,920) Foreign exchanges Financial (53,985) 22,222 (31,763) Other -- (20,303) (20,303) Options Contracts: Domestic exchanges Currencies (47,250) -- (47,250) Other (11,875) -- (11,875) -------------- -------------- ----------- $ (1,405,524) $199,963 $(1,205,561) -------------- -------------- ----------- -------------- -------------- ----------- 7 WILLOWBRIDGE STRATEGIC TRUST (a Delaware Business Trust) ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources The Trust commenced operations on May 1, 1996 with gross proceeds of $12,686,200 allocated to commodities trading. Additional Interests are offered monthly at the then current net asset value per Interest until no later than January 31, 1998 but in no event after $100,000,000 in limited interests are sold. At June 30, 1997, 100% of the Trust's net assets were allocated to commodities trading. A significant portion of the net assets are held in cash which is used as margin for the Trust's trading in commodities. Inasmuch as the sole business of the Trust is to trade in commodities, the Trust continues to own such liquid assets to be used as margin. PSI credits the Trust monthly with 80% of the interest it earns on the equity in these accounts and retains the remaining 20%. The commodities contracts are subject to periods of illiquidity because of market conditions, regulatory considerations and other reasons. For example, commodity exchanges limit fluctuations in commodity futures contract prices during a single day by regulations referred to as 'daily limits.' During a single day, no trades may be executed at prices beyond the daily limit. Once the price of a futures contract for a particular commodity has increased or decreased by an amount equal to the daily limit, positions in the commodity can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. Commodity futures prices have occasionally moved the daily limit for several consecutive days with little or no trading. Such market conditions could prevent the Trust from promptly liquidating its commodity futures positions. Since the Trust's business is to trade futures, forward and options contracts, its capital is at risk due to changes in the value of these contracts (market risk) or the inability of counterparties to perform under the terms of the contracts (credit risk). The Managing Owner attempts to minimize these risks by requiring the Trust's trading manager to abide by various trading limitations and policies. See Note C to the financial statements for a further discussion of the credit and market risks associated with the Trust's futures, forward and options contracts. Redemptions of limited interests for the six and three months ended June 30, 1997 were $2,734,285 and $2,200,562, respectively. Additional contributions raised through the continuous offering for the period from May 1, 1996 to June 30, 1997 resulted in additional gross proceeds to the Trust of $36,820,800. Future redemptions and contributions will impact the amount of funds available for investment in commodity contracts in subsequent periods. The Trust does not have, nor does it expect to have, any capital assets. Results of Operations The net asset value per Interest as of June 30, 1997 was $106.18, an increase of 2.62% from the December 31, 1996 net asset value per Interest of $103.47. The Trust's negative performance in April was the result of the losses incurred in the financial, stock index, and soft sectors. Profits were earned in the grain, currency and meat sectors. In the financial sector, losses were incurred in U.S., British, German, Italian, French, Japanese and Australian bond positions. In the U.S. financial markets, long-term interest rates, which had risen above the 7% level at the end of March, dropped sharply during April. Lower long-term interest rates resulted from renewed expectations that the U.S. would be able to enjoy good economic growth combined with well-controlled inflation. This more encouraging attitude toward bond yields was accentuated by the signing of a balanced budget accord between the Clinton Administration and key Republican lawmakers. In the international interest rate markets, changing expectations about the rates of economic growth and the timing and degree of certainty of the European Union caused prices to move abruptly. In the currency sector, German mark, Japanese yen and Swiss franc positions were profitable. In the grain sector, positions in soybean meal, soybean oil, soybeans and wheat posted gains. Grain markets were volatile following advances in February and March. Driving this volatility were changing expectations about total world grain production and the intentions of the key grain importing nations. 8 The Trust's decline in net asset value per interest in May was the result of losses incurred in the grain, index, energy, meat, financial and soft sectors. Profits were earned in the metal and currency sectors. In the metal sector, gains were realized from significant copper positions. Copper prices rose in May due to signs of higher demand and indications of declining inventories. In addition, a brief strike at Chile's state-owned copper smelter drove prices upward. Zinc positions also posted gains. In the currency sector, large gains were experienced in the Japanese yen as the Trust benefited from rising prices of the U.S. dollar. The yen rose against the dollar on the possibility of central bank intervention in the currency markets and signs of accelerating Japanese growth. In May, prices fell across the grain sector providing losses for the Trust. Wheat and soybeans were affected the most by the U.S. Agriculture Department's report projecting an increase in worldwide wheat and soybean production. Index positions were also unprofitable, specifically the S&P 500 and Hong Kong HangSeng. In the energy sector, losses were experienced in all contracts. Oil prices reversed during the month as the election of a moderate candidate in Iran lessened market concerns about Middle East political stability driving prices lower. The Trust's decline in net asset value per interest in June resulted from losses incurred in the financial, metal, grain, energy and meat sectors. Profits were earned in the currency, index and soft sectors. There were a number of cross currents in the European financial and currency markets in June. These included conflicting market expectations concerning levels of economic activity in a number of countries, as well as the degree of stringency that would be required for entrance into the European Monetary Union. As a result, profits were achieved in the British pound. In the financial sector, positions in British, German, Swiss and French bonds were unprofitable. Additionally, Japanese interest rates declined during the month causing moderate losses in Japanese bonds. These losses were partially offset by profits in the yen as it strengthened due to Japan's growing trade surplus. In the metal sector, copper, which was profitable this year for the Trust, reversed direction mid-month, falling on market concerns which included a possible seasonal decline in demand in the northern hemisphere. There was also news that output at Chile's El Teniente mine would return to normal and that production at Inco's strike-bound Sudbury facility in Canada might resume production. In the grain sector, profits achieved earlier in the year in the soybean complex were reduced due to a drop in prices early in June. The earlier strength in soybean prices had resulted from very tight supplies in the United States. However, imports of soybeans from Brazil have at least temporarily alleviated the supply concerns. Interest income is earned on the equity balances held at PSI and, therefore, varies monthly according to interest rates, trading performance, contributions and redemptions. Interest income was approximately $1,037,000 and $561,000 for the six and three months ended June 30, 1997 and $116,000 for the period from May 1, 1996 to June 30, 1996. Commissions are calculated on the Trust's net asset value at the beginning of each month and, therefore, vary according to trading performance, contributions and redemptions. Commissions for the six and three months ended June 30, 1997 were approximately $1,686,000 and $963,000 and for the period from May 1, 1996 to June 30, 1996 were $183,000. All trading decisions for the Trust are made by Willowbridge Associates Inc., the trading manager. Management fees are based on the Trust's net asset value at the end of each month and, therefore, are affected by trading performance, contributions and redemptions. Management fees for the six and three months ended June 30, 1997 were approximately $659,000 and $360,000 and for the period from May 1, 1996 to June 30, 1996 were $68,000. Incentive fees are based on the New High Net Trading Profits generated by the trading manager, as defined in the Advisory Agreement between the Trust, the Managing Owner and the trading manager. Incentive fees for the six months ended June 30, 1997 were approximately $1,214,000 as a result of strong trading performance during the first quarter. 9 PART II. OTHER INFORMATION Item 1. Legal Proceedings--There are no material legal proceedings pending by or against the Registrant or the Managing Owner Item 2. Changes in Securities--None Item 3. Defaults Upon Senior Securities--None Item 4. Submission of Matters to a Vote of Security Holders--None Item 5. Other Information--None Item 6. (a) Exhibits-- 3.1 and 4.1-- Second Amended and Restated Declaration of Trust and Trust Agreement of the Registrant dated as of December 14, 1995 (incorporated by reference to Exhibit 3.1 to 4.1 to the Registrant's Registration Statement on Form S-1, File No. 33-80443, dated as of December 14, 1995) 4.2-- Subscription Agreement (incorporated by reference to Exhibit 4.2 to the Registrant's Registration Statement on Form S-1, File No. 33-80443, dated as of December 14, 1995) 4.3-- Request for Redemption (incorporated by reference to Exhibit 4.3 to the Registrant's Registration Statement on Form S-1, File No. 33-80443, dated as of December 14, 1995) 27.1--Financial Data Schedule (filed herewith) (b) Reports on Form 8-K--None 10 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. WILLOWBRIDGE STRATEGIC TRUST By: Prudential Securities Futures Management Inc.A Delaware corporation, Managing Owner By: /s/ Steven Carlino Date: August 14, 1997 ---------------------------------------- Steven Carlino Vice President Chief Accounting Officer for the Registrant 11