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 SEPTEMBER 30, 2003 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________________ to _______________________ Commission File Number: 333-41780 ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P. (Exact name of registrant as specified in its charter) ILLINOIS 36-4368292 (State of organization) (I.R.S. Employer Identification No.) BEELAND MANAGEMENT COMPANY, LLC GENERAL PARTNER 1000 HART ROAD, SUITE 210 (847) 304-0450 BARRINGTON, ILLINOIS 60010 (Registrant's telephone number, (Address of principal executive offices) including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act) [ ] Yes [X] No PART I--FINANCIAL INFORMATION ITEM 1. Financial Statements. a) Statement of Financial Condition as of September 30, 2003 and December 31, 2002. b) Statement of Operations for the three months and nine months ended September 30, 2003 and 2002 c) Statement of Changes in Partner's Equity for the nine months ended September 30, 2003. d) Notes to Financial Statements ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. ITEM 3. Quantitative and Qualitative Disclosures About Market Risk. ITEM 4. Controls and Procedures PART II--OTHER INFORMATION ITEM 1. Legal Proceedings. ITEM 6. Exhibits and Reports on Form 8-K (ss. 249.308 of this chapter). a) Exhibits required by Item 601 of Regulation S-K b) Reports on Form 8-K ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P. STATEMENT OF FINANCIAL CONDITION SEPTEMBER 30, 2003 AND DECEMBER 31, 2002 9/30/2003 12/31/2002 ASSETS Cash at bank $ 131,081 $ 182,497 Cash at broker 604,969 1,010,459 Investment in securities 6,034,688 5,998,810 Unrealized net trading gain 154,546 332,325 Interest receivable 49,295 239 ---------- ---------- Total Assets $6,974,579 $7,524,330 ========== ========== LIABILITIES Commissions payable $ 2,616 $ 2,839 Accrued management fees 13,078 13,014 Administrative fees payable 31,241 41,161 Organizational costs payable -- 167,699 Redemptions payable -- 21,361 ---------- ---------- Total Liabilities 46,935 246,074 ---------- ---------- PARTNERSHIP EQUITY Limited Partners Equity 6,927,644 7,278,256 ---------- ---------- Total Liabilities and Partnership Equity $6,974,579 $7,524,330 ========== ========== ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P. STATEMENT OF OPERATIONS FOR THE PERIODS ENDED SEPTEMBER 30, 2003 AND 2002 3 m/e 9 m/e 3 m/e 9 m/e 9/30/2003 9/30/2003 9/30/2002 9/30/2002 --------- ----------- ---------- ----------- REVENUE Realized net trading gain $ 254,702 $ 1,097,882 $ 359,106 $ 1,090,107 Realized gain/(loss) on securities -- 49,935 19,131 (16,750) Change in unrealized net trading gain/(loss) 62,329 (177,779) 124,555 277,890 Change in unrealized gain/(loss) on securities (34,687) (126,948) 19,248 43,423 Foreign exchange gain/(loss) 3,807 15,909 (2,180) 2,100 Interest income - securities 49,279 144,535 10,179 114,891 Interest income 1,525 5,323 3,752 12,186 --------- ----------- --------- ----------- Total Revenue 336,955 1,008,857 533,791 1,523,849 --------- ----------- --------- ----------- EXPENSE Commissions 11,517 36,416 12,557 34,995 Management fees 38,518 115,129 39,598 103,986 Administrative fees 23,987 74,989 23,800 71,421 Amortization expense -- -- -- 189,265 --------- ----------- --------- ----------- Total Expense 74,022 226,534 75,955 399,667 --------- ----------- --------- ----------- Net Income $ 262,933 $ 782,323 $ 457,836 $ 1,124,182 ========= =========== ========= =========== ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P. STATEMENT OF CHANGES IN PARTNER'S EQUITY FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 9 m/e 9/30/2003 ----------- Beginning of Period Equity $ 7,278,256 Additions 52,550 Net income 782,323 Withdrawals (1,185,485) ----------- End of Period Equity $ 6,927,644 =========== Per unit data 9/30/2003 12/31/2002 ------------- --------- ---------- Net asset value $ 127.56 $ 114.56 ========= ========= Units outstanding 54,307 63,531 ========= ========= ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P. NOTES TO FINANCIAL STATEMENTS September 30, 2003 Note 1. Significant Accounting Policies: NATURE OF BUSINESS AND ORGANIZATION: Rogers International Raw Materials Fund, L.P. (the "Partnership") is an Illinois Limited Partnership established in May 2000 under the laws of the State of Illinois relating to limited partnerships. The Partnership trades a portfolio of commodity futures contracts and forward contracts, exclusively on the long side of the market; that is the Partnership will not sell short any commodity futures contracts or forward contracts. The Partnership commenced trading during November 2001. The Partnership will terminate December 31, 2020 or earlier upon certain circumstances as defined in the Limited Partnership Agreement. NET ASSETS: The valuation of net assets includes unliquidated commodity futures and forward contracts owned by the Partnership, if any, at the end of the period. The unrealized gain or loss on these contracts if any, has been calculated based on closing prices on the last business day of the year. Foreign currency is translated into US dollars at the exchange rate prevailing on the last business day of the year. Net asset value is determined by subtracting liabilities from assets, which also equals Partnership equity. PROFIT AND LOSS ALLOCATION: Limited Partners share in the profits and losses in the Partnership in the proportion in which each partner's capital account bears to all partner's capital accounts. INCOME TAXES: No provision for income taxes has been made since the Partnership is not subject to taxes on income. Each partner is individually liable for the tax on its share of income or loss. The Partnership prepares a calendar year information tax return. However, the Fund is subject to a 1.5% Illinois State replacement tax on its net earnings. REVENUE RECOGNITION: Commodity futures contracts are recorded on the trade date, and open positions are reflected in the accompanying statement of financial condition as the difference between the original contract value and the market value on the last business day of the reporting period. The market value of the commodity futures and options contracts is based upon the most recent available settlement price on the appropriate commodity exchanges. US Treasury Securities are reported at cost plus accrued interest, net of unrealized gains or (losses), which approximates market. Changes in unrealized gains or (losses) represent the total increases (decreases) in unrealized gains or (increases) decreases in unrealized losses on open positions during the period. INTEREST INCOME RECOGNITION: The Partnership records interest income in the period it is earned. STATEMENT OF CASH FLOWS: The Partnership has elected not to provide a statement of cash flows as permitted by Statement of Accounting Standards 102 "Statement of Cash Flows". Note 2. Agreements and Related Party Transactions: The Agreement of Limited Partnership vests all responsibility and powers for the management of the business and affairs of the Partnership with the General Partner, Beeland Management Company, LLC. The General Partner is the commodity pool operator for the Partnership and is responsible for the trading decisions of the Partnership. Included in organizational costs payable at December 31, 2002 is $167,699 owed to the General Partner for regulatory filing fees, legal fees and expenses initially advanced for the formation of the Partnership. The Partnership pays a Subscription fee to the General Partner of up to 5% of the gross offering proceeds, a portion of which will be reallowed to soliciting dealers as selling commissions. The Partnership pays a monthly management fee to the General Partner of 0.1875% of the average monthly sum of all Capital Accounts contributed by Limited Partners at the close of each month. If the amount of management fees paid to the Partnership's general partner during a year does not equal or exceed one percent (1%) of the amount of the Partnership's net profits for that year, the general partner will receive an allocation of profits in an amount equal to the difference between one percent of the net profits and the amount of the management fees paid. Hart Capital Management, Inc. ("Hart") is the investment manager for the Partnership. Hart is a division of Arbor Research & Trading, Inc. ("Arbor"), which is a member of the General Partner. Three members of the General Partner are also principals of Arbor. Hart provides certain investment management, advisory and research services with respect to the investing and trading activities of the Partnership. Hart will be paid an annual advisory fee of 0.5% of the average month end market value of the Portfolio under management. ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P. NOTES TO FINANCIAL STATEMENTS September 30, 2003 Note 3. Partnership Capital and Redemption's: Limited Partners may withdraw capital, with no less than 60 days prior written notice to the General Partner, after a three-month initial holding period. Until the initial closing, the purchase price of a unit was $100. Thereafter, the purchase price of a unit is the net asset value per unit as of the end of each calendar month. Net asset value per unit is calculated as the net asset value at month end divided by the number of outstanding units at month end. The General Partner and its principals are required to make a minimum investment of $25,000 in the Partnership. This requirement was exceeded at September 30, 2003. Note 4. Financial Instruments with Off-Balance Sheet Credit and Market Risk: Included in the definition of financial instruments are forward contracts and futures. The Partnership invests in various commodity-related futures and forward contracts. These contracts are marked to market daily, with variations in the value settled on a daily basis with the exchange upon which they are traded. For these contracts the unrealized gain or loss rather than the notional amounts, represents the approximate future cash requirements. Theoretically, the Partnership is exposed to a market risk (loss) equal to the notional value of financial instruments purchased. Generally financial instruments can be closed out at the discretion of the General Partner. However, if the market is not liquid, it could prevent the timely closeout of any unfavorable positions or require the Partnership to hold these positions and possibly all positions until maturity, regardless of the changes in their value or the General Partner's investment strategies. The Partnership's trading is designed to replicate the positions and trading which comprise the Rogers International Commodity Index (the "Index"). This Index consists of a basket of commodities employed within the world economy and traded in seasoned markets, as futures and forward contracts. The broad based representation of commodities contracts is intended to provide two important characteristics: The large number of contracts and underlying raw materials represents "diversification" and the global coverage of these contracts reflects the current state of international trade and commerce. In order to minimize market and credit risks, the General Partner monitors the positions held by the Partnership on a daily basis and no trading discretion is utilized other than the replication of the Index. Contracts are purchased or liquidated according to the replication of the index. Credit risk represents the accounting loss that would be recognized if counterparties failed completely to perform as contracted. Concentrations of credit risk (whether on or off balance sheet) that arise from financial instruments exist for groups of counterparties when they have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions. Futures contracts have little credit risk because futures exchanges are the counterparties. Note 5. Derivative Financial Instruments and Fair Value of Financial Instruments: A derivative financial instrument is a financial agreement whose value is linked to, or derived from, the performance of an underlying asset. The underlying asset can be currencies, commodities, interest rates, stocks, or any combination. Changes in the underlying asset indirectly affect the value of the derivative. All trading instruments are subject to market risk, the risk that future changes in market conditions may make an instrument less valuable or more onerous. As the instruments are recognized at fair market value, those changes directly affect reported income. ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P. NOTES TO FINANCIAL STATEMENTS September 30, 2003 Futures and forward contracts used for trading purposes are recorded in the statement of financial condition at fair value at the reporting date. Per Financial Accounting Standards Board Interpretation No. 39, the fair value of open contracts in a loss position is offset against the fair value of open contracts in a gain position. The Partnership applies this industry accepted accounting practice in the financial statements. Realized and unrealized changes in fair values are recognized in the period in which the changes occur. Notional amounts are equivalent to the aggregate face value of the derivative financial instruments. Notional amounts do not represent the amounts exchanged by the parties to derivatives and do not measure the Partnership's exposure to credit or market risks. The amounts exchanged are based on the notional amounts and other terms of the derivatives. The Partnership invests in financial instruments, which includes futures and forward contracts. All contracts are of the same class of derivative instrument, commodity-related derivatives. Futures contracts are commitments to either purchase or sell designated financial instruments at a future date for a specified price and may be settled in cash or through delivery. The Partnership has funds at the Clearing Broker in accounts, which are used to meet minimum margin requirements for all of the Partnership's open positions. These requirements are adjusted, as needed, due to daily fluctuations in the values of the underlying assets. Non-Regulated futures contracts have foreign exchange risk since the contracts are traded in currency denominations other than US dollars. Foreign currency trading gains or losses are reported under realized and unrealized trading gains in the statement of operations. Foreign currency gains or losses are the result of the conversion of the foreign currency denomination to US dollars. ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. FINANCIAL CONDITION Total equity decreased by $350,612 in the nine months ended September 30, 2003, due to limited partner additions (withdrawals) of $52,550 and ($1,185,485) and net income of $782,323. RESULTS OF OPERATIONS Net Revenues (Losses) The realized net trading gains of $254,702, $1,097,882, $359,106 and $1,090,107 are the results of three and nine months of trading ending September 30, 2003 and 2002. The realized trading gains (losses) on securities were $0, $49,935, $19,131 and ($16,750) for the same periods. The interest income includes accrued interest income on securities of $49,279, $144,535, $10,179 and $114,891 for the same periods. Operating expenses The Fund pays substantial fees and expenses that are described in the annual report filed for the fiscal year ended December 31, 2002. There have been no material changes in the computation of these fees. Organizational Costs for the Fund totaled $482,397. These costs were amortized over the three-month period beginning November 2001. These costs include legal fees, accounting fees and printing costs. ITEM 3. Quantitative and Qualitative Disclosures About Market Risk. Not Applicable ITEM 4. Controls and Procedures. (a) Evaluation of Disclosures and Procedures As required by new Rule 13a-15 under the Securities and Exchange Act of 1934, within 90 days prior to the date of this report, the Registrant carried out an evaluation under the supervision and with the participation of the Registrant's management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of the disclosure controls and procedures. Based upon that evaluation, the management, including the CEO and CFO, concluded that the disclosure controls and procedures were effective to ensure that information required to be disclosed by the Registrant in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. In connection with the new rules and as a matter of practice, the Registrant continues to review and document disclosure controls and procedures, including internal controls and procedures for financial reporting. From time to time, the Registrant may make changes aimed at enhancing the effectiveness of the controls and to ensure that the systems evolve with the business. There have been no significant changes in the internal controls or in other factors that could significantly affect internal controls subsequent to the date the Registrant carried out its evaluation. (b) Changes in Internal Controls None. PART II--OTHER INFORMATION ITEM 1. Legal Proceedings. None ITEM 6. Exhibits and Reports on Form 8-K (ss. 249.308 of this chapter). a) Required Exhibits: Exhibit 2 - Plan of acquisition, reorganization, arrangement, liquidation, or succession None Exhibit 3 - Articles of Incorporation and By-laws This required exhibit is incorporated by reference from the exhibit included with Form S-1 Registration Statement and Amendments No. 333-41780. Exhibit 4 - Instruments defining the rights of security holders, including indentures The required exhibit is incorporated by reference from the exhibit included with Form S-1 Registration Statement and Amendments No. 333-41780. Exhibit 10 - Material Contracts None Exhibit 11 - Statement re computation of per share earnings The required exhibit is incorporated by reference from the information contained in Part I, Item 1, Financial Information. Exhibit 15 - Letter re unaudited interim financial information Not Applicable Exhibit 18 - Letter re change in accounting principles Not Applicable Exhibit 19 - Report furnished to security holders The required exhibit is incorporated by reference from the information contained in Part I, Item 1, Financial Information. Exhibit 22 - Published report regarding matters submitted to vote of security holders Not Applicable Exhibit 23 - Consent of experts and counsel Not Applicable Exhibit 24 - Power of Attorney Not Applicable Exhibit 25 - Financial Data Schedule Not Applicable Exhibit 31 - Certification of CEO and CFO Pursuant to Section 302 of the Sarbanes-Oxley Act See Exhibit 31.1 and 31.2 Exhibit 31 - Certification of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley Act See Exhibit 32.1 and 32.2 b) Reports on Forms 8-K No reports on Form 8-K were filed during the third quarter of fiscal 2003. SIGNATURES* Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Rogers International Raw Materials Fund, L.P. --------------------------------------------- (Registrant) November 7, 2003 /s/ Richard Chambers - ---------------- -------------------- Date Chief Financial Officer of Beeland Management Company, LLC ---------------------------------------------------------- November 7, 2003 /s/ Walter Thomas Price III - ---------------- --------------------------- Date Chief Executive Officer of Beeland Management Company, LLC ----------------------------------------------------------