UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended      June 30, 2015

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:     000-51836

 

 

ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.

(Exact name of registrant as specified in charter)

 

 

 

 

(312) 264-4375

(Registrant's telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.   Yes [X]    No [  ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).                                          Yes [X]    No [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. 

Large accelerated filer [  ]     Accelerated filer [  ]      Non-accelerated filer [ ]Smaller reporting company [X]  

   

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).        Yes [   ]  No [ X ]

 

 

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PART I - FINANCIAL INFORMATION

 

ITEM 1.FINANCIAL STATEMENTS

 

 

 

The following financial statements of Rogers International Raw Materials Fund, L.P. are included in Item 1:

 

 

 

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Rogers International Raw Materials Fund, L.P.

Statements of Financial Condition as of June 30, 2015 (Unaudited)  and December 31, 2014 (Audited)

 

 

 

 

     

 

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Rogers International Raw Materials Fund, L.P.

Condensed Schedule of Investments as of June 30, 2015  (Unaudited)

 

 

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Rogers International Raw Materials Fund, L.P.

Condensed Schedule of Investments as of December 31, 2014 (Audited)

 

 

 

 

 

 

 

 

 

 

 

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Rogers International Raw Materials Fund, L.P.

Statements of Operations for the Three and Six Months Ended June 30, 2015 and 2014  (Unaudited)

 

 

 

 

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Rogers International Raw Materials Fund, L.P.

Statements of Changes in Partners’ Capital (Net Assets) for the Six Months Ended June 30, 2015 and 2014 (Unaudited)

 

 

 

 

 

 

 

 

 

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Note 1.Significant Accounting Policies

Nature of Business and Organization: Rogers International Raw Materials Fund, L.P. (the "Partnership") is an Illinois Limited Partnership that was established in May 2000. The Partnership trades a portfolio primarily of commodity futures and forward contracts, principally on recognized exchanges. The Partnership may also purchase contracts in the over the counter marketplace under certain circumstances. The Partnership invests and trades exclusively on the “long side” of the market. The Partnership’s investment strategy is designed to replicate the Rogers International Commodity Index ® (the “Index”) and positions are rebalanced monthly to maintain the Index’s relative weightings. James B. Rogers designed the Index.

 

The Partnership commenced trading during November 2001 with assets raised from the offering of its original units of limited partnership interest, now referred to as "Series A" units, and offered Series A units through October 2005. The Partnership began offering Series B units in November 2010.  Series A units and Series B units are identical with respect to their participation in the profits and losses of the Partnership;  however, Series B units do not participate in any Partnership expenses or recoveries related to the bankruptcy of Refco Inc. and its affiliates. The Partnership’s General Partner and commodity pool operator is Beeland Management Company, L.L.C. (the “General Partner”). 

 

Accounting Policies:  The Partnership follows Generally Accepted Accounting Principles (“GAAP”), as established by the Financial Accounting Standards Board (“FASB”), to ensure consistent reporting of financial condition and results of operation. The Partnership is an investment company and follows the accounting and reporting guidelines in FASB Topic 946.    

 

Net Assets: The valuation of net assets includes open commodity futures contracts owned by the Partnership, if any, at the end of the period. The unrealized gain or loss on these contracts has been calculated based on closing prices on the last business day of each month. Net asset value is determined by subtracting liabilities from assets, which also equals partners’ capital.

 

Cash and Cash Equivalents:  Cash and cash equivalents include highly liquid instruments with original maturities of three months or less at the date of acquisition. Cash and cash equivalents represent amounts on deposit with a broker to facilitate payment of expenses and partner withdrawals.

 

Fair Value of Financial Instruments:  Securities and derivative financial instruments are recorded on trade date and at fair value.

 

Deposits with Brokers:  The Partnership deposits assets with brokers subject to Commodity Futures Trading Commission regulations and various exchange and broker requirements.  Margin requirements are satisfied by the deposit of cash with such brokers.  The Partnership earns interest income on its assets deposited with the brokers.

 

Revenue Recognition: Futures and forward contracts are recorded on a trade date basis and realized gains or losses are recognized when contracts are liquidated.  Unrealized gains or losses on open contracts (the difference between contract trade price and market price) are reported in the statements of financial condition as a net unrealized gain or loss, as there exists a right of offset of unrealized gains or losses.  Any change in net unrealized gain or loss from the preceding period is reported in the statement of operations. 

 

Interest Income Recognition: The Partnership records interest income on the accrual basis.

 

Use of Estimates: The preparation of financial statements in conformity with GAAP 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. 

 

Foreign Currency Translation: Foreign currency is translated into U.S. dollars at the exchange rate prevailing on the last business day of each month.  The Partnership does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities and derivative financial instruments held. Such fluctuations are included with the net realized trading gains or losses.

 

Ongoing Offering Expenses: Ongoing offering expenses are accrued on an ongoing basis and charged to expense as incurred.

 

Income Taxes: No provision for income taxes has been made in these financial statements as each partner is individually responsible for reporting income or loss based on its respective share of the Partnership’s income and expenses as reported for income tax purposes.

The Partnership is generally not subject to examination by U.S. federal or state taxing authorities for tax years before 2011. The Partnership has no material uncertain tax positions, and accordingly, has not recorded a liability for the payment of interest or penalties through June 30, 2015.

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Note 1.Significant Accounting Policies (Continued)

Profit and Loss Allocation: Profits and losses of the Partnership are allocated by series based on the number of units held.

Withdrawals Payable:  Withdrawals approved by the General Partner prior to month-end with a fixed effective date and fixed amount are recorded as withdrawals payable as of month-end (See Note 5).

Statement of Cash Flows:  The Partnership has elected not to provide a statement of cash flows as permitted by GAAP as all of the following conditions have been met:

-During the year, substantially all of the Partnership’s investments were highly liquid;

-Substantially all of the Partnership’s investments are carried at fair value;

-The Partnership had little or no debt during the year;

-The Partnership’s financial statements include a statement of changes in partners’ capital (net assets).

 

Note 2.Fair Value Measurement

As described in Note 1, the Partnership records its investments at fair value.  Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  The Partnership utilizes valuation techniques to maximize the use of observable inputs and minimize the use of unobservable inputs.  Inputs are broadly defined as assumptions market participants would use in pricing an asset or liability.  Assets and liabilities recorded at fair value are categorized within the fair value hierarchy based upon the level of judgment associated with the inputs used to measure their value.   The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

Level 1.  Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2.  Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly; and fair value is determined through the use of models or other valuation methodologies. 

Level 3.  Inputs are unobservable for the asset or liability and include situations where there is little, if any, market activity for the asset or liability.  The inputs into the determination of fair value are based upon the best information in the circumstances and may require significant management judgment or estimation.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.  In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.  The Partnership’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. 

The following section describes the valuation techniques used by the Partnership to measure different financial instruments at fair value and includes the level within the fair value hierarchy in which the financial instrument is categorized.

The fair values of exchange traded futures contracts are based upon exchange settlement prices.  Money market funds included in cash and cash equivalents are valued using quoted market prices.  U.S. Government securities are stated at cost plus accrued interest, which approximates fair value based on quoted prices for identical assets in an active market. These financial instruments are categorized in Level 1 of the fair value hierarchy.

The following table summarizes the Partnership’s assets measured at fair value on a recurring basis as of June 30, 2015 and December 31, 2014 using the fair value hierarchy:

 

 

*See condensed schedules of investments for further description.

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Note 2.  Fair Value Measurements (Continued)

At June 30, 2015 and December 31, 2014, there were no Level 2 or Level 3 assets or liabilities. The Partnership assesses the levels of the investments at each measurement day, and transfers between levels are recognized on the actual date of the event or change in circumstances that caused the transfer. There were no transfers among Levels 1, 2 and 3 during the period ended June 30, 2015 and the year ended December 31, 2014.

In addition, substantially all of the Partnership’s other assets and liabilities are considered financial instruments and are reflected at fair value, or at carrying amounts that approximate fair value because of the short maturity of the instruments.

Note 3.Derivative Transactions

Qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments, and disclosures about credit-risk related contingent features in derivative agreements are presented.

The Partnership’s business is the speculative trading of futures contracts. The Partnership does not consider any derivative instruments to be hedging instruments, as this term is generally understood under FASB guidance.

At June 30, 2015 and December 31, 2014, the Partnership’s derivative contracts had the following impact on the statements of financial condition:

 

*The net fair value of all asset and liability derivative is included in equity in brokers trading accounts in the statements of financial condition.  

 

*The net fair value of all asset and liability derivative is included in equity in broker trading accounts in the statements of financial condition.

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Note 3. Derivative Transactions (Continued)

For the three and six months ended June 30, 2015 and 2014, the Partnership’s derivative contracts had the following impact on the statement of operations:

Trading income is exclusive of brokerage commissions.

 

For the three and six months ended June 30, 2015 and 2014, the monthly average number of contracts bought and sold was 427,  464,  628 and 616, respectively.

 

As of June 30, 2015 and December 31, 2014, the gross and net information related to derivatives eligible for offset had the following impact on the statement of financial condition.

 

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Note 3. Derivative Transactions (Continued)

 

 

 

Note 4.Agreements and Related-Party Transactions

The Limited Partnership Agreement vests all responsibility and powers for the management of the business and affairs of the Partnership with the General Partner, Beeland Management Company, L.L.C., including trading decisions.

 

The Partnership pays a monthly management fee to the General Partner equal to 0.08333% of the net assets of the Partnership at the close of the preceding month (1.00% per annum).

 

The Partnership is responsible for the administrative and trading expenses related to its operations. The General Partner may incur certain expenses on behalf of the Partnership and charge the Partnership for its allocable portion of these expenses.

 

Uhlmann Price Securities L.L.C. (“Uhlmann”), a party related to the General Partner by reason of common management, and effective April 1, 2013, common ownership, acts as the selling group manager for the Partnership.  The Partnership pays Uhlmann a share of selling fees when units are sold by its registered brokers.  Selling fees of up to 2% of the gross offering proceeds (which includes a 0.50% reallowance to Uhlmann) are charged to partners’ capital upon issuance of Series B Partnership units.

 

In addition, there is an annual trailing servicing fee of up to 1% of the net asset value of the specific partner’s capital account payable to the soliciting broker-dealer for ongoing investor services.  For all Series B units sold, the total trailing servicing fee is not to exceed 7.99% of the gross offering proceeds of the units sold.

 

The Price Futures Group, Inc. (“PFG”), a related party to the General Partner through common management, and effective April 1, 2013, common ownership, acts as the introducing broker for the Partnership, whereby certain accounts of the Partnership are introduced to the Partnership’s clearing broker. A portion of the brokerage fee paid by the Partnership for clearing transactions is paid to PFG by the clearing broker.

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Note 4.Agreements and Related-Party Transactions (Continued)

A summary of fees charged by related parties to the Partnership is as follows:

 

 

Note 5.           Partnership Capital and Withdrawals

The Partnership accepts contributions as of the close of business on the last business day of each month for investment on the first day of the next succeeding month. The General Partner may accept or reject contributions and waive the minimum contribution amounts in its sole discretion. 

Effective November 1, 2010, the Partnership began accepting contributions for Series B units. The Partnership has been closed to Series A units contributions since October 31, 2005.  Effective May 1, 2013, the Partnership ceased offering its units of limited partnership and is no longer accepting contributions. 

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. 

 

The Partnership accepts withdrawals on a monthly basis. Requests for withdrawal should be received by the General Partner no later than six business days prior to the end of the month in which an investor chooses to withdraw. Requests for withdrawal should be sent to the General Partner by email, fax, or overnight courier.

 

Note 6.          Financial Instruments with Off-Balance Sheet Credit and Market Risk

The Partnership is involved in trading activities that may have market and/or credit risk. Financial instruments employed in the Partnership’s operations may have market and/or credit risk in excess of the amounts recorded in the statement of financial condition.

 

Market Risk - Market risks arise from changes in the market value of financial instruments.  Theoretically, the Partnership’s exposure is equal to the notional contract value of futures contracts entered. Exposure to market risk is influenced by a number of factors, including the relationships between financial instruments, and the volatility and liquidity in the markets in which the financial instruments are traded. 

 

Credit Risk - Credit risk arises primarily from the potential inability of counterparties to perform in accordance with the terms of a contract.  The Partnership’s exposure to credit risk associated with counterparty nonperformance is generally the net unrealized gain on the open positions plus the value of the margin or collateral held by the counterparty.  Exchange-traded financial instruments generally do not give rise to significant counterparty exposure due to the cash settlement procedures for daily market movements and the margin requirements of individual exchanges.   Financial instruments traded off-exchange give rise to the risk of the failure of, or the inability or refusal to perform by, the counterparties to such trades.

Concentration of Credit Risk - The Partnership clears all of its futures trades through one clearing broker, ADM Investor Services, Inc.  In the event this counterparty does not fulfill its obligations, the Partnership may be exposed to risk.  This risk of default depends on the creditworthiness of the counterparties to these transactions.

The Partnership has a substantial portion of its assets on deposit with financial institutions in connection with its cash management activities.  In the event of a financial institution’s insolvency, recovery of the Partnership’s assets on deposit may be limited to the amount of insurance or other protection afforded such deposits.

The Partnership attempts to minimize this credit risk by monitoring the creditworthiness of the clearing broker and financial institutions.

 

 

 

 

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Note 7.Financial Highlights

Financial highlights for limited partners for the three and six months ended June 30, 2015 and 2014 are as follows:

 

 

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Note 7.Financial Highlights (Continued)

 

 

 

 

The above ratios were calculated for the partners taken as a whole.  The computation of such ratios was not based on the amount of expenses assessed and income allocated to an individual partner’s capital account, which may vary from these ratios based on the timing of capital transactions (see Note 5).

 

(1) Annualized.

 

(2 ) The ratio of expenses to average partners’ capital (net asset) values does not include brokerage commissions.

 

(3)Not annualized.

 

 

Note 8.Litigation

The Partnership was a beneficiary of a Litigation Trust which sought recoveries from third parties, related to the 2005 bankruptcy of Refco, Inc. and numerous affiliates (the “Refco Bankruptcy”). In December 2014, the Partnership received additional amounts from the Litigation Trust and sold its interest in any future bankruptcy claims to a third party after giving consideration to such factors as the uncertainty regarding the timing and amount of any future potential distributions.   With these final distributions, the Partnership has received the full value of its allowed claims in the Refco bankruptcy as well as excess recoveries of approximately $5.9 million.

All Refco Bankruptcy related recoveries received by the Partnership, including excess recoveries except as described below, have been allocated among all partners in the Partnership who were partners as of October 31, 2005, on a pro-rata basis as of October 31, 2005, with redeemed partners receiving cash distributions. There were no cash distributions to redeemed partners during the three and six months ended June 30, 2015 and 2014.    

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Note 8.Litigation (Continued)

The Partnership reserved $69,646 of the excess Refco related recoveries to apply to expenses incurred to administer ongoing communication with, and distributions and reporting to, redeemed limited partners with respect to Refco related recoveries received by the Partnership. These expenses include but are not limited to professional fees, printing, postage, and administration fees.

 

At June 30, 2015 and December 31, 2014,  $337,499 in excess Refco related recoveries were payable to redeemed limited partners.

 

 

Note 9.           Indemnifications

In the normal course of business, the Partnership enters into contracts and agreements that contain a variety of representations and warranties, both of which provide general indemnifications. The Partnership’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Partnership that have not yet occurred. The Partnership expects the risk of any future obligation under these indemnifications to be remote.

 

Note 10.Interim Financial Statements

The statements of financial condition, including the condensed schedule of investments, as of June 30, 2015, the statement of operations and changes in partners’ capital (net assets) for the three and six months ended June 30, 2015 and 2014 and the accompanying notes to the financial statements are unaudited. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP may be omitted pursuant to such rules and regulations.  In the opinion of the General Partner, such financial statements and accompanying disclosures reflect all adjustments, which were of a normal and recurring nature, necessary for a fair presentation of the financial position as of June 30, 2015, results of operations and changes in partner’s capital (net assets) for the three and six months ended June 30, 2015 and 2014. The results of operations for the three and six months ended June 30, 2015 and 2014 are not necessarily indicative of the results to be expected for the full year or any other period. These financial statements should be read in conjunction with the audited financial statements and the notes thereto included in the Partnership’s Form 10-K as filed with the SEC.

 

Note 11.Subsequent Events

Subsequent to June 30, 2015 withdrawals totaled approximately $208,033.