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 June 30, 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 Unaudited Condensed Statements of Financial
Condition as of June 30, 2003 and December 31, 2002................3
Unaudited Interim Condensed Statements of Income for
the Three Months Ended June 30, 2003 and 2002 and for
the Six Months Ended June 30, 2003 and 2002........................4
Unaudited Interim Condensed Statement of Changes in Partners'
Capital for the Six Months Ended June 30, 2003 and 2002............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........13
Item 4. Market Price of and Dividends on the Registrant's Common
Equity and Related Stockholder Matters............................14
Item 5. Controls and Procedures...........................................15
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.................................................15
Item 2. Changes in Securities and Use of Proceeds.........................15
Item 3. Defaults Upon Senior Securities...................................15
Item 4. Submission of Matters to a Vote of Security Holders...............15
Item 5. Other Information.................................................15
Item 6. Exhibits and Reports on Form 8-K..................................15
2
PART I - FINANCIAL INFORMATION
Item 1. Condensed Financial Statements
THE WILLOWBRIDGE FUND L.P.
INTERIM UNAUDITED CONDENSED STATEMENTS OF FINANCIAL CONDITION
AS OF JUNE 30, 2003 AND DECEMBER 31, 2002
- ---------------------------------------------------------------------------------------
June 30, December 31,
2003 2002
ASSETS
CASH IN BANK $ 341,781 $ 1,364,472
EQUITY IN COMMODITY FUTURES TRADING ACCOUNT:
Due from broker 31,453,406 25,084,626
Net unrealized (loss) gain on open positions (714,624) 3,021,151
----------- -----------
30,738,782 28,105,777
PREPAID EXPENSES 174,189 -
ACCOUNTS RECEIVABLE 111,197 43,851
INTEREST RECEIVABLE 5,984 5,381
----------- -----------
TOTAL ASSETS $31,371,933 $29,519,481
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
Prepaid Subscriptions $ 250,304 $ 210,274
Accrued Incentive Fees 213,482 -
Accrued Management Fees 80,516 71,874
Redemptions Payable 17,009 1,081,906
Sales Commissions 6,900 1,400
Other Accrued Expenses 23,990 36,280
----------- -----------
592,201 1,401,734
PARTNERS' CAPITAL:
Limited partners (4,417.9370 and 4,338.6367
fully redeemable units at June 30,
2003 and December 31, 2002, respectively) 29,983,326 27,365,555
General partner (117.3480 and 119.2550 fully
redeemable units at June 30,
2003 and December 31, 2002, respectively) 796,406 752,192
----------- -----------
30,779,732 28,117,747
TOTAL LIABILITIES AND PARTNERS' CAPITAL ----------- -----------
$31,371,933 $29,519,481
=========== ===========
NET ASSET VALUE PER UNIT
(Based on 4,535.2850 and 4,457.8917 units
outstanding at June 30, 2003 and
December 31, 2002, respectively) $ 6,786.73 $ 6,307.41
=========== ===========
See Notes to Unaudited Interim Condensed Financial Statements
3
THE WILLOWBRIDGE FUND L.P.
UNAUDITED INTERIM CONDENSED STATEMENTS OF INCOME
- -----------------------------------------------------------------------------------------------------------------------------
For the three For the three For the six For the six
months ended months ended months ended months ended
June 30, June 30, June 30, June 30,
2003 2002 2003 2002
INCOME:
Gains on trading of commodity
futures, forwards and options:
Realized gains on closed positions $ 963,575 $ 3,687,050 $ 7,307,077 $ 1,056,395
Net change in unrealized gains/losses on open
positions 372,030 5,673,115 (3,735,775) 6,905,359
----------- ----------- ----------- -----------
Total trading profits 1,335,605 9,360,165 3,571,302 7,961,754
Interest income 77,585 91,661 154,307 180,397
----------- ----------- ----------- -----------
Total income 1,413,190 9,451,826 3,725,609 8,142,151
EXPENSES: ----------- ----------- ----------- -----------
Brokerage commissions 318,990 207,316 627,602 417,272
Incentive fees 213,482 717,503 467,687 717,503
Management fees 150,811 131,209 299,793 254,207
Administrative expenses 89,461 42,439 172,838 79,704
----------- ----------- ----------- -----------
Total expenses 772,744 1,098,467 1,567,920 1,468,686
----------- ----------- ----------- -----------
NET INCOME $ 640,446 $ 8,353,359 $ 2,157,689 $ 6,673,465
=========== =========== =========== ===========
NET INCOME:
Limited partners $ 624,618 $ 8,136,189 $ 2,100,962 $ 6,505,156
=========== =========== =========== ===========
General partner $ 15,828 $ 217,170 $ 56,727 $ 168,309
=========== =========== =========== ===========
NET INCOME PER UNIT $ 141.25 $ 1,458.12 $ 479.32 $ 1,169.08
=========== =========== =========== ===========
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 SIX MONTHS ENDED JUNE 30, 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 3.2557 22,487 468.7397 3,212,175 3,234,662
Redemptions (5.1627) (35,000) (389.4394) (2,695,366) (2,730,366)
Net income - 56,727 - 2,100,962 2,157,689
---------- ---------- ----------- ------------- -------------
PARTNERS' CAPITAL, JUNE 30, 2003 117.3480 $ 796,406 4,417.9370 $ 29,983,326 $ 30,779,732
========== ========== =========== ============= =============
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
June 30, 2003, approximately $140,589 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 - Prior to July 31, 2002, commissions were charged at a rate of
3.5 percent annually of the net asset value of the Partnership. 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 years 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 Expenses - 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 April 2003, the FASB issued
SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging
Activities ("SFAS 149"). SFAS 149 amends and clarifies accounting for
derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. Except for certain
implementation guidance that is incorporated in SFAS 149 and already
effective, SFAS 149 is effective for contracts entered into or modified after
June 30, 2003. The Partnership's adoption of SFAS 149 on July 1, 2003 did not
have a significant impact on its unaudited interim condensed financial
statements.
Effective February 1, 2003, the Partnership adopted FASB Interpretation No.
46, "Consolidation of Variable Interest Entities, an Interpretation of APB No.
51" ("FIN 46") for Variable Interest Entities ("VIE") created or acquired on or
after February 1, 2003. For VIEs created or acquired prior to February 1,
2003, the provisions of FIN 46 must be applied for the first interim or annual
period beginning July 1, 2003. FIN 46 defines a VIE as (i) any entity in which
the equity investors at risk in such entity do not have the characteristics of
a controlling financial interest, or (ii) any entity that does not have
sufficient equity at risk to finance its activities without additional
subordinated financial support from other parties. FIN 46 also requires
consolidation of the VIE by the primary beneficiary. The Partnership's
adoption of FIN 46 did 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 unaudited interim condensed financial statements of the
Partnership since the Partnership has not entered into any guarantee contracts
in the capacity of a guarantor.
4. FINANCIAL HIGHLIGHTS
The following sets forth the financial highlights for the six months ended
June 30, 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) (314.03) (624.41)
Net realized and change in unrealized
gain/loss on investments 793.35 2,474.19
------------ -------------
Total from investment operations 479.32 1,879.78
------------ -------------
Net Asset Value: End of the period $ 6,786.73 $ 6,307.41
============ =============
Total Return (2) 7.60% 41.50%
============ =============
Ratios/Supplemental Data
Ratio of expenses to average net assets - 5.09% - 14.41%
Ratio of net investment loss (1) to - 4.59% - 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 June 30, 2003 and 2002
For the quarter ended June 30, 2003, the Partnership had net trading
profits comprised of $963,575 in realized gains on closed positions,
$372,030 in net change in unrealized gains (losses) on open positions and
$77,585 in interest income. For the same quarter in 2002, the Partnership had
net trading profits comprised of $3,687,050 in realized gains on closed
positions, $5,673,115 in net change in unrealized gains (losses) on open
positions and $91,661 in interest income.
In April 2003, trading was most profitable in foreign currencies and
tropicals. The Partnership recorded a gain of $708,082 or $159.08 per unit.
In May 2003, trading was most profitable in foreign currencies and financials.
The Partnership recorded a gain of $3,637,237 or $817.16 per unit. In June
2003, trading was unprofitable in all market sectors. Foreign currencies,
tropicals, and financials produced most of the losses. The Partnership
recorded a loss of ($3,704,872) or ($832.36) per unit.
In April 2002, trading was unprofitable in financials and tropicals. The gains
in foreign currencies failed to offset these losses. The Partnership recorded
a loss of $1,510,092 or $263.55 per unit. In May 2002, trading was most
profitable in foreign currencies. The losses in energy did not offset these
gains. The Partnership recorded a gain of $2,038,068 or $358.07 per unit. In
June 2002, trading was profitable in all market sectors except for metals.
Foreign currencies and financials produced most of the gains. The Partnership
recorded a gain of $7,825,383 or $1,395.60.
For the quarter ended June 30, 2003, the Partnership had expenses comprised of
$318,990 in brokerage commissions (including clearing and exchange fees),
$213,482 in incentive fees, $150,811 in management fees and $89,461 in
administrative expenses. For the same quarter in 2002, the Partnership had
expenses comprised of $717,503 in incentive fees, $207,316 in brokerage
commissions (including clearing and exchange fees), $131,209 in management
fees and $42,439 in administrative expenses. Incentive fees are a fraction of
quarterly trading profits. Incentive fees decreased during the quarter ended
June 2003 as a result of lower trading profits in quarter ended June 2003 as
compared to the same quarter in 2002. Brokerage commissions and management
fees vary primarily as a result of changes in assets under management and
quarterly profits. The change in the 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 June 2003 as compared
to the quarter ended June 2002. Management fees increased as a result of
increase in average net assets under management during the quarter ended June
2003 as compared to quarter ended June 2002. Administrative fees consist
primary of legal 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 $640,446 or
$141.25 per unit for the quarter compared to a profit of $8,353,359 or
$1,458.12 per unit for the same quarter in 2002.
At June 30, 2003, the net asset value of the Partnership was $30,779,732
compared to its net asset value of $28,117,747 at December 31, 2002. The net
asset value per unit at June 30, 2003 was $6,786.73 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
Comparison of Six Months Ended June 30, 2003 and 2002
For the six months ended June 30, 2003, the Partnership had trading profits
comprised of $7,307,077 in net realized gains on closed positions,
($3,735,775) in net change in unrealized gains (losses) on open positions and
$154,307 in interest income. For the same six month period in 2002, the
Partnership had trading profits comprised of $1,056,395 in realized gains on
closed positions, $6,905,359 in net change in unrealized gains (losses) on
open positions and $180,397 in interest income.
During the six months ended June 30, 2003, most of the gains incurred by the
Partnership were generated from foreign currencies and energy.
In January 2003, trading was most profitable for energy and foreign
currencies. The Partnership recorded a profit of $2,117,882 or $473.26 per
unit. For the same month in 2002, trading was unprofitable in tropicals and
financials. The Partnership recorded a loss of $19,891 or $3.48 per unit. In
February 2003, the Partnership was most profitable in energy and financials.
The Partnership recorded a profit of $3,103,123 or $693.42 per unit. For the
same month in 2002, the Partnership was unprofitable in all the market sectors.
The Partnership recorded a loss of $5,332,606 or $923.53 per unit. In March
2003, the Partnership was unprofitable in all the market sectors. The
Partnership recorded a loss of $3,703,762 or $827.64 per unit. For the same
month in 2002, energy and financials produced most of the gains.
The Partnership recorded a gain of $3,702,128 or $653.84 per unit. In April
2003, trading was most profitable in foreign currencies and tropicals. The
Partnership recorded a profit of $708,082 or $159.08 per unit. For the same
month in 2002, trading was most unprofitable in tropicals and financials.
The gains in foreign currencies failed to offset these losses. The Partnership
recorded a loss of $1,510,092 or $263.55 per unit. In May 2003, trading was
most profitable in financials and foreign currencies. The Partnership recorded
a gain of $3,637,237 or $817.16 per unit. For the same month in May 2002, the
Partnership was most profitable in foreign currencies. The losses in energy
did not offset these gains. The Partnership recorded a gain of $2,038,068 or
$358.07 per unit. In June 2003, trading was unprofitable in all market
sectors. The Partnership recorded a loss of $3,704,872 or $832.36. For the
same month in June 2002, trading was profitable in all market sectors except
for metals. Foreign currencies and financials produced most of the gains.
The Partnership recorded a gain of $7,825,383 or $1,395.60 per unit.
For the six months ended June 30, 2003, the Partnership had expenses comprised
of $627,602 in brokerage commissions (including clearing and exchange fees),
$467,687 in incentive fees $299,793 in management fees, and $172,838 in
administrative expenses. For the same six months in 2002, the Partnership had
expenses comprised of $417,272 in brokerage commissions (including clearing
and exchange fees), $717,503 in incentive fees $254,207 in management fees,
and $79,704 in administrative expenses. 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 brokerage
commission expenses for the six months ended June 30, 2003 as compared to the
six months ended June 30, 2002. Management fees increased during the six
months ended June 30, 2003 as compared to the six months ended June 30, 2002
as the average net assets under management increased in the six months ended
June 30, 2003, as compared to the six months ended June 30, 2002. The
Partnership had incentive fee expense for both the periods. Incentive fees are
generated by quarterly profits. Administrative fees consist primary of legal
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 $2,157,689 or
$479.32 per unit for the six months ended June 30, 2003, as compared to a
profit of $6,673,465 or $1,169.08 per unit for the same period in 2002.
11
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.
12
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 June 30, 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 June 30, 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
June 30, 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.
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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 June 30, 2003.
The potential loss in earnings for each market risk exposure as of
June 30, 2003 was approximately:
Trading portfolio:
Commodity price risk $ 628,000
Interest rate risk $ 580,000
Currency exchange rate risk $ 418,000
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 June 30, 2003, 4,535.2850 Partnership Units were
held by 320 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 June 30, 2003, a total of 97.3933
Partnership Units were subscribed for the aggregate net subscription amount of
$504,296. 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
April 2003 $ (1,313,100)
May 2003 $ 1,185,984
June 2003 $ 426,039
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.
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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.
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act
32.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act
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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: August 4, 2003 By: Ruvane Investment Corporation
Its General Partner
By: /s/ Robert L. Lerner
--------------------------------
Robert L. Lerner
President
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