UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2003
------------------
( ) TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ______________ TO _____________
COMMISSION FILE NO. 000-23529
---------
I.R.S. Employer Identification No. 22-678474
THE WILLOWBRIDGE FUND L.P.
(a Delaware Partnership)
4 Benedek Road,
Princeton, New Jersey 08540
Telephone 609-921-0717
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES X NO
--- ----
THE WILLOWBRIDGE FUND L.P.
INDEX TO FORM 10-Q
PART I - FINANCIAL INFORMATION
Page
Item 1. Financial Statements ...............................................3
Interim Condensed Statements of Financial Condition
as of March 31, 2003 (Unaudited) and December 31, 2002..............3
Unaudited Interim Condensed Statements of Income (Loss) for
the Three Months Ended March 31, 2003 and 2002......................4
Unaudited Interim Condensed Statement of Changes in Partners'
Capital for the Three Months Ended March 31, 2003...................5
Notes to Unaudited Interim Condensed Financial
Statements..........................................................6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations...........................................9
Item 3. Quantitative and Qualitative Disclosures About Market Risk.........12
Item 4. Market Price of and Dividends on the Registrant's Common
Equity and Related Stockholder Matters.............................13
Item 5. Controls and Procedures............................................14
PART II - OTHER INFORMATION
Item 1. Legal Proceedings..................................................14
Item 2. Changes in Securities and Use of Proceeds..........................14
Item 3. Defaults Upon Senior Securities....................................14
Item 4. Submission of Matters to a Vote of Security Holders................14
Item 5. Other Information..................................................14
Item 6. Exhibits and Reports on Form 8-K...................................14
2
PART I - FINANCIAL INFORMATION
Item 1. Condensed Financial Statements
THE WILLOWBRIDGE FUND L.P.
INTERIM CONDENSED STATEMENTS OF FINANCIAL CONDITION
AS OF MARCH 31, 2003 (Unaudited) AND DECEMBER 31, 2002
- ---------------------------------------------------------------------------------------
March 31, December 31,
2003 2002
ASSETS
CASH IN BANK $ 259,882 $ 1,364,472
EQUITY IN COMMODITY FUTURES TRADING ACCOUNT:
Due from broker 31,156,978 25,084,626
Net unrealized (loss) gain on open positions (1,086,654) 3,021,151
----------- -----------
30,070,324 28,105,777
PREPAID EXPENSES 273,283 -
ACCOUNTS RECEIVABLE 71,950 43,851
INTEREST RECEIVABLE 5,516 5,381
----------- -----------
TOTAL ASSETS $30,680,955 $29,519,481
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
Prepaid Subscriptions $ 257,501 $ 210,274
Accrued Incentive Fees 254,205 -
Accrued Management Fees 150,115 71,874
Redemptions Payable 121,091 1,081,906
Sales Commissions 1,400 1,400
Other Accrued Expenses 56,280 36,280
----------- -----------
840,592 1,401,734
PARTNERS' CAPITAL:
Limited partners (4,375.3484 and 4,338.6367
fully redeemable units at March 31,
2003 and December 31, 2002, respectively) 29,076,261 27,365,555
General partner (114.9810 and 119.2550 fully
redeemable units at March 31,
2003 and December 31, 2002, respectively) 764,102 752,192
----------- -----------
29,840,363 28,117,747
TOTAL LIABILITIES AND PARTNERS' CAPITAL ----------- -----------
$30,680,955 $29,519,481
=========== ===========
NET ASSET VALUE PER UNIT
(Based on 4,490.3235 and 4,457.8917 units
outstanding at March 31, 2003 and
December 31, 2002, respectively) $ 6,645.48 $ 6,307.41
=========== ===========
See Notes to Unaudited Interim Condensed Financial Statements
3
THE WILLOWBRIDGE FUND L.P.
UNAUDITED INTERIM CONDENSED STATEMENTS OF INCOME (LOSS)
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
- ---------------------------------------------------------------------------------------------
For the three For the three
months ended months ended
March 31, March 31,
2003 2002
INCOME:
Gains (losses) on trading of commodity
futures, forwards and options:
Realized gains (losses) on closed positions $ 6,343,502 $(2,630,655)
Net change in unrealized gains/losses on open
positions (4,107,805) 1,232,244
----------- -----------
Total trading profits (losses) 2,235,697 (1,398,411)
Interest income 76,722 88,736
----------- -----------
Total income (loss) 2,312,419 (1,309,675)
EXPENSES: ----------- -----------
Brokerage commissions 308,612 209,956
Incentive fees 254,205 -
Management fees 148,982 122,998
Administrative expenses 83,377 37,265
----------- -----------
Total expenses 795,176 370,219
----------- -----------
NET INCOME (LOSS) $ 1,517,243 $(1,679,894)
=========== ===========
NET INCOME (LOSS):
Limited partners $ 1,476,344 $(1,631,033)
=========== ===========
General partner $ 40,899 $ (48,861)
=========== ===========
NET INCOME (LOSS) PER UNIT $ 338.07 $ (289.04)
=========== ===========
See Notes to Unaudited Interim Condensed Financial Statements
4
THE WILLOWBRIDGE FUND L.P.
UNAUDITED INTERIM CONDENSED STATEMENT OF CHANGES IN PARTNERS' CAPITAL
FOR THE THREE MONTHS ENDED MARCH 31, 2003
- -------------------------------------------------------------------------------------------------------------------------------
Total
General Partner Limited Partners Partners'
Units Amount Units Amount Capital
---------------------------- ------------------------------- ---------------
PARTNERS' CAPITAL, DECEMBER 31, 2002 119.2550 $ 752,192 4,338.6367 $ 27,365,555 $ 28,117,747
Additions 0.8889 6,011 101.1269 678,226 684,237
Redemptions (5.1629) (35,000) (64.4152) (443,864) (478,864)
Net income - 40,899 - 1,476,344 1,517,243
---------- ---------- ----------- ------------- -------------
PARTNERS' CAPITAL, MARCH 31, 2003 114.9810 $ 764,102 4,375.3484 $ 29,076,261 $ 29,840,363
========== ========== =========== ============= =============
See Notes to Unaudited Interim Condensed Financial Statements
5
THE WILLOWBRIDGE FUND L.P.
NOTES TO UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
- -------------------------------------------------------------------------------
1. GENERAL
The accompanying unaudited interim condensed financial statements have been
prepared pursuant to the rules and regulations for reporting on Form 10-Q.
Accordingly, certain information and footnotes required by accounting
principles generally accepted in the United States of America for complete
financial statements are not included herein. Interim statements are
subject to possible adjustments in connection with the annual audit of the
Partnership's financial statements for the full year. In the Partnership's
opinion, all adjustments necessary for a fair presentation of these interim
statements have been included and are of a normal and recurring nature.
2. ORGANIZATION
The Willowbridge Fund L.P. (the "Partnership"), a Delaware limited
partnership, was organized on January 24, 1986. The Partnership is engaged
in the speculative trading of commodity futures contracts, options on
commodities or commodity futures contracts and forward contracts. The
General Partner, Ruvane Investment Corporation ("General Partner"), is
registered as a Commodity Pool Operator and a Commodity Trading Advisor
with the Commodity Futures Trading Commission. The General Partner is
required by the Limited Partnership Agreement, as amended and restated (the
"Agreement") to contribute an amount equal to one percent of the aggregate
capital raised by the Partnership. The Agreement requires that all
subscriptions are subject to a one percent administrative charge payable to
the General Partner.
In accordance with the amendment to Section 5 of the Agreement, effective
January 16, 2003, the Partnership offers separate classes of limited
partnership interests, whereby interests which were already issued by the
Partnership will be designated as Class A interests. As per the offering
memorandum dated February 26, 2003, the Partnership plans to offer Class B
limited partnership interests in private offering pursuant to Regulation D as
adopted under section 4(2) of the Securities Act of 1933, as amended. The
Partnership will offer the Class B interest up to an aggregate of
$100,000,000.
The Partnership shall end on December 31, 2006 or earlier upon withdrawal,
insolvency or dissolution of the General Partner or a decline of greater
than fifty percent of the net assets of the Partnership as defined in the
Agreement, or the occurrence of any event which shall make it unlawful for
the existence of the Partnership to be continued.
3. SIGNIFICANT ACCOUNTING POLICIES
Due from Broker - Due from broker represents cash required to meet margin
requirements and excess funds not required for margin that are typically
invested in 30-day commercial paper and U.S. Treasury bills which are
carried at cost plus accrued interest, which approximates market.
Prepaid expenses - Prepaid expenses were comprised of the management fees paid
to the General Partner and the tax filing fees paid to New Jersey division of
taxation. The fiscal year 2003 management fee is paid by the Partnership to
the General Partner in January 2003. This amount is being amortized
(straight-line) by the Partnership over the twelve-month period ending
December 31, 2003. As of March 31, 2003, approximately $70,294 had been
amortized by the Partnership.
Revenue Recognition - Investments in swaps, commodity futures, options
and forward contracts are recorded on the trade date and open contracts are
recorded in the financial statements at their fair value on the last
business day of the reporting period. The difference between the original
contract amount and fair value is recorded in income as an unrealized gain
or loss. Fair value is based on quoted market prices. All commodity
futures, options and forward contracts and financial instruments are
recorded at fair value in the financial statements.
6
Commissions - Commission were charged at a rate of 3.5 percent annually of the
net asset value of the Partnership at the beginning of the month for the
period, January 1, 2002 to July 31, 2002. Beginning August 1, 2002, the
Partnership paid the General Partner a flat rate of 4.0 percent annually of
the net asset value of the Partnership as of beginning of each month.
Statement of Cash Flows - The Partnership has elected not to provide a
Statement of Cash Flows as permitted by Statement of Financial Accounting
Standards No. 102, Statement of Cash Flows- Exemption of Certain Enterprises
and Classification of Cash Flows from Certain Securities Acquired for
Resale.
Allocation of Profits (Losses) and Fees - Net realized and unrealized
trading gains and losses, interest income and other operating income and
expenses are allocated to the partners monthly in proportion to their
capital account balance, as defined in the Agreement.
The General Partner was paid a management fee equal to approximately one
percent of the net assets of the Partnership (as defined in the Agreement)
as of the last day of the previous fiscal year-end. Such annual fees
amounted to $281,177 and $257,446 for the year 2003 and 2002, respectively.
Willowbridge Associates Inc., ("Willowbridge") the Commodity Trading
Advisor ("CTA") of the Partnership is entitled to an incentive fee based on
an increase in the adjusted net asset value of the allocated assets of the
Partnership. The CTA receives 25% of any new profits, as defined in the
Agreement. The term "new profits" is defined as the increase, if any, in
the adjusted net asset value of the allocated assets. In addition, the
Partnership pays the CTA a quarterly management fee of 0.25% (1% per year)
of the net asset value of the Partnership.
Administrative Expense - Administrative expenses include professional fees,
bookkeeping costs, and other charges such as registration fees, printing
costs and bank fees.
Income Taxes - Income taxes have not been provided in the accompanying
financial statements as each partner is individually liable for taxes, if
any, on his/her share of the Partnership's profits.
Redemptions - Limited partners may redeem some or all of their units
at net asset value per unit as of the last business day of each month on at
least ten days written notice to the General Partner.
Estimates - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Estimates include
accrual of expenses such as professional fees. Actual results could differ
from these estimates.
Recently Issued Accounting Pronouncements - In January 2003, the Financial
Accounting Standards Board issued FASB Interpretation No. 46, "Consolidation
of Variable Interest Entities, an interpretation of ARB NO. 51" ("FIN 46"),
effective immediately to variable interest entities created after January 31,
2003. For all financial statements issued after January 31, 2003,
enterprises are required to disclose the nature, purpose, size and activities
of the variable interest entity and the enterprise's maximum exposure to loss
as a result of its involvement with the variable interest entity if it is
reasonably possible that an enterprise will consolidate or disclose
information about a variable interest entity when FIN 46 becomes effective.
As the Partnership does not invest any of its funds in other entities,
management has determined that the adoption of FIN 46 will not have a material
impact on the Partnership's financial statements.
7
In November 2002, the Financial Accounting Standards Board issued FASB
Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for
Guarantees. Including Indirect Guaranteees of Indebtedness of Others" ("FIN
45"), which is effective for financial statements of interim or annual periods
ending after December 15, 2002. The initial recognition and initial
measurement provisions apply on a prospective basis to guarantees issued or
modified after December 31, 2002, regardless of the guarantor's fiscal year
end. Management has determined that the adoption of FIN 45 did not have any
effect on the financial statements of the Partnership since the Partnership
has not entered into any guarantee contracts in the capacity of a guarantor.
In December 2000, the American Institute of Certified Public Accountants
issued an updated Audit and Accounting Guide - Audits of Investment
Companies (the "Guide") which is effective for fiscal periods beginning
after December 15, 2000. The Guide establishes new financial reporting
requirements for investment companies, including the disclosure of
financial highlights for the latest operating period. The Partnership has
presented this information in the Footnote 4.
4. FINANCIAL HIGHLIGHTS
The following sets forth the financial highlights for the three months ended
March 31, 2003 and the year ended December 31, 2002.
2003 2002
---- ----
Per Unit Operating Performance
(for a Unit outstanding for the entire period)
Net Asset Value. Beginning of the period $ 6,307.41 $ 4,457.63
------------ -------------
Gain from investment operations
Net investment loss (1) (160.08) (624.41)
Net realized and change in unrealized
gain/loss on investments 498.15 2,474.19
------------ -------------
Total from investment operations 338.07 1,879.78
------------ -------------
Net Asset Value. End of the period $ 6,645.48 $ 6,307.41
============ =============
Total Return (2) 5.36% 41.50%
============ =============
Ratios/Supplemental Data
Ratio of expenses to average net assets - 2.61% - 14.41%
Ratio of net investment loss (1) to - 2.36% - 12.92%
average net assets
(1) Net investment loss is comprised of interest
income and total expenses
(2) Total return is derived as opening net
asset value less ending net asset value
divided by opening net asset value
8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
The Willowbridge Fund L.P. (the "Partnership") is engaged in the
speculative trading of commodity futures contracts, options on commodities
or commodity futures contracts and forward contracts. The objective of the
Partnership is the appreciation of its assets through speculative trading.
Ruvane Investment Corporation is the General Partner of the Partnership (the
"General Partner") and Willowbridge Associates Inc. is the Partnership's
trading advisor (the "Advisor").
The success of the Partnership is dependent upon the ability of the Advisor
to generate trading profits through the speculative trading of commodity
interests sufficient to produce capital payments after payment of all fees
and expenses. Future results will depend in large part upon the commodity
interests markets in general, the performance of the Advisor, the amount of
additions to and redemptions from the Partnership and changes in interest
rates. Due to the highly leveraged nature of the Partnership's trading
activity, small price movements in commodity interests may result in
substantial gains or losses to the Partnership. As a result of these
factors, the Partnership's past performance is not indicative of future
results and any recent increases in net realized or unrealized gains may
have no bearing on any results that may be obtained in the future.
Summary of Critical Accounting Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America ("GAAP")
requires management to adopt accounting policies and make estimates and
assumptions that affect amounts reported in the Partnership's financial
statements. The critical accounting estimates and related judgements
underlying the Partnership's financial statements are summarized below. In
applying these policies, management makes judgments that frequently require
estimates about matters that are inherently uncertain. The Partnership's
significant accounting policies are described in detail in Note 3 of the
Notes to the Unaudited Interim Condensed Financial Statements.
The Partnership records all investments at fair value in its financial
statements, with changes in fair value reported as a component of Trading
Profits (Losses) in the Statements of Income (Loss). Generally, fair
values are based on quoted market prices; however, in certain
circumstances, significant judgments and estimates are involved in
determining fair value in the absence of an active market closing price.
9
Results of Operations
Comparison of Three Months Ended March 31, 2003 and 2002
For the quarter ended March 31, 2003, the Partnership had net trading
profits comprised of $6,343,502 in realized gains on closed positions,
$(4,107,805) in net change in unrealized gains/losses on open positions and
$76,722 in interest income. For the same quarter in 2002, the Partnership had
net trading losses comprised of $2,630,655 in realized losses on closed
positions, $1,232,244 in net change in unrealized gains/losses on open
positions and $88,736 in interest income.
In January 2003, trading was most profitable in foreign currencies and energy.
The Partnership recorded a gain of $2,117,882 or $473.26 per unit. In February
2003, trading was most profitable in energy and financials. The Partnership
recorded a gain of $3,103,123 or $693.42 per unit. In March 2003, trading was
unprofitable in all market sectors. Energy, foreign currencies and financials
produced most of the losses. The Partnership recorded a loss of $3,703,762 or
$827.64 per unit.
In January 2002, trading was unprofitable in tropicals and financials. The
Partnership recorded a loss of $19,891 or $3.48 per unit. In February 2002,
the Partnership was unprofitable in all market sectors. The Partnership
recorded a loss of $5,332,606 or $923.53 per unit. In March 2002, energy and
financials produced most of the gains. The Partnership recorded a gain of
$3,702,128 or $653.84 per unit.
For the quarter ended March 31, 2003, the Partnership had expenses comprised
of $308,612 in brokerage commissions, $254,205 in incentive fees, $148,982 in
management fees (including clearing and exchange fees), and $83,377 in
administrative expenses. For the same quarter in 2002, the Partnership had
expenses comprised of $209,956 in brokerage commissions (including clearing
and exchange fees), $122,998 in management fees and $37,265 in administrative
expenses. Incentive fees are generated by quarterly profits. As the quarterly
profits increased during the quarter ended March 2003, the trading losses from
prior quarter were recouped. The Partnership recorded incentive fees expense
for the quarter ended March 2003 as compared to no incentive fees expense for
the quarter ended March 2002. Incentive fees were not generated for the
quarter ended March 2002 due to the trading losses during the quarter.
Brokerage commissions and management fees vary primarily as a result of
changes in assets under management and quarterly profits. Change in brokerage
commission rate from 3.5 percent to 4.0 percent, effective August 1, 2002,
resulted in the increase in the brokerage commission expenses for the quarter
ended March 2003 as compared to quarter ended March 2002. Management fees
increased as a result of increase in average net assets under management
during the quarter ended March 2003 as compared to quarter ended March 2002.
Administrative fees consist primary of professional fees and other expenses
relating to the Partnership's reporting requirements under the Securities
Exchange Act of 1934, as amended. The Partnership became subject to such
reporting requirements in April 1998.
As a result of the above, the Partnership recorded a profit of $1,517,243 or
$338.07 per unit for the quarter compared to a loss of $1,679,894 or $289.04
per unit for the same quarter in 2002.
At March 31, 2003, the net asset value of the Partnership was $30,680,955
compared to its net asset value of $25,519,481 at December 31, 2002. The net
asset value per unit at March 31, 2003 was $6,645.48 compared to $6,307.41 at
December 31, 2002.
During the quarter, the Partnership had no credit exposure to a counterparty
that is a foreign commodities exchange or to any counterparty dealing in over
the counter contracts which was material.
10
Liquidity and Capital Resources
In general, the Advisor trades only those commodity interests that have
sufficient liquidity to enable it to enter and close out positions without
causing major price movements. Notwithstanding the foregoing, most United
States commodity exchanges limit the amount by which certain commodities may
move during a single day by regulations referred to as "daily price
fluctuation limits" or "daily limits." Pursuant to such regulations, no trades
may be executed on any given day at prices beyond daily limits. The price of a
futures contract occasionally has exceeded the daily limit for several
consecutive days, with little or no trading, thereby effectively preventing a
party from liquidating its position. While the occurrence of such an event may
reduce or eliminate the liquidity of a particular market, it will not
eliminate losses and may, in fact, substantially increase losses because of
the inability to liquidate unfavorable positions. In addition, if there is
little or no trading in a particular futures or forward contract that the
Partnership is trading, whether such liquidity is caused by any of the above
reasons or otherwise, the Partnership may be unable to liquidate its position
prior to its expiration date, thereby requiring the Partnership to make or
take delivery of the underlying interests of the commodity investment.
The Partnership's capital resources are dependent upon three factors: (a)
the income or losses generated by the Advisor; (b) the money invested or
redeemed by the limited partners; and (c) the capital invested or redeemed
by the General Partner.
The Partnership sells limited partnership units to investors from time to
time in private placements pursuant to Regulation D of the Securities Act
of 1933, as amended. As of the last day of any month, a limited partner may
redeem all of its limited partnership units on 10 days' prior written
notice to the General Partner.
The General Partner must maintain a capital account in such amount as is
necessary for the General Partner to maintain a one percent (1%) interest
in the capital, income and losses of the Partnership. All capital
contributions by the General Partner necessary to maintain such capital
account balance are evidenced by units of general partnership interest,
each of which has an initial value equal to the net asset value per unit at
the time of such contribution. The General Partner may withdraw any excess
above its required capital contribution without notice to the limited
partners and may also contribute any greater amount to the Partnership.
11
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
The Partnership is a commodity pool engaged in the speculative trading of
commodity futures contracts (including agricultural and non-agricultural
commodities, currencies and financial instruments), options on commodities
or commodity futures contracts, and forward contracts. The risk of market
sensitive instruments is integral to the Partnership's primary business
activities. The futures interests traded by the Partnership involve varying
degrees of related market risk. Such market risk is often dependent upon
changes in the level or volatility of interest rates, exchange rates,
and/or market values of financial instruments and commodities. Fluctuations
in related market risk based upon the aforementioned factors result
in frequent changes in the fair value of the Partnership's open positions,
and, consequently, in its earnings and cash flow. The Partnership accounts
for open positions on the basis of mark-to-market accounting principles. As
such, any gain or loss in the fair value of the Partnership's open
positions is directly reflected in the Partnership's earnings, whether
realized or unrealized. The Partnership's total market risk is influenced
by a wide variety of factors including the diversification effects among
the Partnership's existing open positions, the volatility present within
the markets and the liquidity of the markets. At varying times, each of
these factors may act to exacerbate or mute the market risk associated with
the Partnership. The following were the primary trading risk exposures of
the Partnership as of March 31, 2003, by market sector:
Interest Rate: Interest rate risk is a significant market exposure of the
Partnership. Interest rate movements in one country as well as relative
interest rate movements between countries materially impact the
Partnership's profitability. The Partnership's primary interest rate
exposure is to interest rate fluctuations in the United States and the
other G-7 countries. The General Partner anticipates that G-7 interest
rates will remain the primary market exposure of the Partnership for the
foreseeable future.
Currency: The Partnership's currency exposure is to exchange rate
fluctuations, primarily in the following countries: Germany, England,
Japan, France, Switzerland, Australia, Canada and the United States of
America. These fluctuations are influenced by interest rate changes as well
as political and general economic conditions. The General Partner does not
anticipate that the risk profile of the Partnership's currency sector will
change significantly in the future.
Commodity: The Partnership's primary metals market exposure is to
fluctuations in the price of gold, silver and copper. The Partnership also
has commodity exposures in the price of soft commodities, which are often
directly affected by severe or unexpected weather conditions. The General
Partner anticipates that the Advisor will maintain an emphasis in the
commodities described above. Additionally, the Partnership had exposure to
energies (gas, oil) as of March 31, 2003, and it is anticipated that
positions in this sector will continue to be evaluated on an ongoing basis.
The Partnership measures its market risk, related to its holdings of
commodity interests based on changes in interest rates, foreign currency
rates, and commodity prices utilizing a sensitivity analysis. The
sensitivity analysis estimates the potential change in fair values, cash
flows and earnings based on a hypothetical 10% change (increase and
decrease) in interest, currency and commodity prices. The Partnership used
March 31, 2003 market rates and prices on its instruments to perform the
sensitivity analysis. The sensitivity analysis has been prepared separately
for each of the Partnership's market risk exposures (interest rate,
currency rate, and commodity price) instruments. The estimates are based on
the market risk sensitive portfolios described in the preceding paragraph
above. The potential loss in earnings is based on an immediate change in:
The prices of the Partnership's interest rate positions resulting from a
10% change in interest rates.
12
The U.S. dollar equivalent balances of the Partnership's currency exposures
due to a 10% shift in currency exchange rates.
The market value of the Partnership's commodity instruments due to a 10%
change in the price of the instruments. The Partnership has determined that
the impact of a 10% change in market rates and prices on its fair values,
cash flows and earnings would not be material. The Partnership has elected
to disclose the potential loss to earnings of its commodity price, interest
rate and currency exchange rate sensitivity positions as of March 31, 2003.
The potential loss in earnings for each market risk exposure as of
March 31, 2003 was approximately:
Trading portfolio:
Commodity price risk $ 158,500
Interest rate risk $ 254,978
Currency exchange rate risk $ 245,738
Item 4. Market Price of and Dividends on the Registrant's Common Equity and
Related Stockholder Matters
There currently is no established public trading market for the Limited
Partnership Units. As of March 31, 2003, 4,490.3294 Partnership Units were
held by 284 Limited Partners and the General Partner.
All of the Limited Partnership Units are "restricted securities" within the
meaning of Rule 144 promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), and may not be sold unless registered under
the Securities Act or sold in accordance with an exemption therefrom, such
as Rule 144. The Partnership has no plans to register any of the Limited
Partnership Units for resale. In addition, the Partnership Agreement
contains certain restrictions on the transfer of Limited Partnership Units.
Pursuant to the Partnership Agreement, the General Partner has the sole
discretion to determine whether distributions (other than on redemption of
Limited Partnership Units), if any, will be made to partners. The
Partnership has never paid any distributions and does not anticipate paying
any distributions to partners in the foreseeable future.
From January 1, 2003 through March 31, 2003, a total of 32.4377
Partnership Units were subscribed for the aggregate net subscription amount of
$205,373. Details of the net subscriptions and redemptions of these
Partnership Units are as follows:
Date of subscriptions/ Net amount of
redemptions subscriptions/redemptions
----------- -------------------------
January 2003 $ (4,925)
February 2003 $ 208,889
March 2003 $ 1,409
Investors in the Partnership who subscribed through a selling agent may
have been charged a sales commission at a rate negotiated between such
selling agent and the investor, such sales commission in no event exceeded
4% of the subscription amount. All of the sales of Partnership Units were
exempt from registration pursuant to Section 4(2) of the Securities Act and
Regulation D promulgated thereunder.
13
Item 5. Controls and Procedures
Within ninety days prior to the filing of this Report, the President of the
General Partner evaluated the effectiveness of the design and operation of the
Partnership's disclosure controls and procedures, which are designed to insure
that the Partnership's records, processes, summarizes and reports in a timely
and effective manner the information required to be disclosed in the reports
filed with or submitted to the Securities and Exchange Commission. Based upon
this evaluation, the General Partner concluded that, as of the date of the
evaluation, the Partnership's disclosure controls are effective. Since the
date of this evaluation, there have been no significant changes in the
Partnership's internal controls or in other factors that could significantly
affect those controls.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
The General Partner is not aware of any pending legal proceedings to which
the Partnership or the General Partner is a party or to which any of their
assets are subject
Item 2. Changes in Securities and Use of Proceeds.
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. Exhibits and Reports on Form 8-K.
99.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act
14
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.
THE WILLOWBRIDGE FUND L.P.
Date: May 14, 2003 By: Ruvane Investment Corporation
Its General Partner
By: /s/ Robert L. Lerner
--------------------------------
Robert L. Lerner
President
15
THE WILLOWBRIDGE FUND, L.P.
CERTIFICATION PURSUANT TO
SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Robert Lerner certify that:
1) I have reviewed this quarterly report on Form 10-Q of The Willowbridge
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 and results of operations
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 May 14, 2003
/s/ Robert L. Lerner
- -------------------------------------------------
President of Ruvane Investment Corporation,
the general partner of The Willowbridge Fund, L.P.
16