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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange
Act of 1934 (Fee Required)
For the Fiscal Year Ended December 31, 1995
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934 (No Fee Required)
For the transition period from to
Commission file number 0-16208
WESTFORD TECHNOLOGY VENTURES, L.P.
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(Exact name of registrant as specified in its charter)
Delaware 13-3423417
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
17 Academy Street, 5th Floor
Newark, New Jersey 07102-2905
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 624-2131
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
================================================================================
(Title of class)
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
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
At March 18, 1996, 11,204 units of limited partnership interest ("Units") were
held by non-affiliates of the registrant. There is no established public trading
market for such Units.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement relating to the 1996 Annual Meeting
of the Limited Partners of the Registrant, to be held on June 21, 1996 (the
"Annual Meeting Proxy Statement") are incorporated herein by reference in Part
III hereof. The Annual Meeting Proxy Statement will be filed with the Commission
not later than 120 days after the close of the fiscal year ended December 31,
1995.
Portions of the Registrant's Form 10-Q for the quarter ended March 31, 1995
filed with the Securities and Exchange Commission on May 15, 1995 are
incorporated by reference in Part I hereof.
PART I
Item 1. Business.
Formation
Westford Technology Ventures, L.P. (the "Partnership") is a Delaware limited
partnership formed on September 3, 1987. WTVI Co., L.P., the managing general
partner of the Partnership (the "Managing General Partner"), and four
individuals (the "Individual General Partners") are the general partners of the
Partnership. Hamilton Capital Management Inc. (the "Management Company") is the
general partner of the Managing General Partner and the Partnership's management
company. The Partnership began its principal operations on December 1, 1988.
The Partnership operates as a business development company under the Investment
Company Act of 1940. The Partnership's investment objective is to achieve
long-term capital appreciation by making venture capital investments in new and
developing companies and other special investment situations. The Partnership
considers this activity to constitute the single industry segment of venture
capital investing.
In 1988 and 1989, the Partnership publicly offered, through The Stuart-James
Company, Incorporated (the "Selling Agent"), 35,000 units of limited partnership
interest ("Units") at $1,000 per Unit. The Units were registered under the
Securities Act of 1933 pursuant to a Registration Statement on Form N-2 (File
No. 33-16891) which was declared effective on May 12, 1988. The Partnership held
its initial and final closings on November 25, 1988 and January 31, 1989,
respectively. A total of 11,217 Units were sold to limited partners (the
"Limited Partners"). Gross capital contributions to the Partnership total
$11,333,170; $11,217,000 from the Limited Partners, $112,170 from the Managing
General Partner and $4,000 from the Individual General Partners.
The Partnership is scheduled to terminate on December 31, 1998, subject to the
right of the Individual General Partners to extend the term for up to two
additional two-year periods if they determine that such extensions are in the
best interest of the Partnership. The Partnership will terminate no later than
December 31, 2002.
The Venture Capital Investments
During the year ended December 31, 1995, the Partnership invested $336,000 in
three existing portfolio companies. From its inception to December 31, 1995, the
Partnership had invested $9.5 million, in eight portfolio investments,
representing approximately 93% of the original net proceeds of $10.2 million
available for investment in venture situations. At December 31, 1995, the
Partnership had active investments in five portfolio companies with an aggregate
cost of $7.6 million and a fair value of $10.1 million. As of December 31, 1995,
the Partnership had fully or partially liquidated investments with an aggregate
cost of $1.9 million. These liquidated investments returned $774,000, resulting
in a cumulative net realized loss of $1.1 million. From its inception to
December 31, 1995, the Partnership had a cumulative net loss from its venture
capital investments of $702,000, including $396,000 of cumulative interest and
dividend income earned from portfolio investments.
On February 2, 1995, the Partnership purchased 62,500 shares of Spectrix
Corporation for $250,000.
In November and December 1995, the Partnership purchased demand notes of
Inn-Room Systems, Inc. aggregating $70,000. Such notes bear interest at prime
plus 1%.
In December 1995, the Partnership exchanged its $190,767 promissory note due
from Thunderbird Technologies, Inc. along with $16,496 of accrued interest into
207,263 shares of preferred stock of the company.
On March 1, 1996, Cybernetics Systems International, Inc. merged with EIS
International, Inc., a public company. In exchange for its Cybernetics holdings,
the Partnership will receive $460,245 in cash, 206,267 shares of EIS common
stock and warrants to purchase 29,015 shares of EIS common stock at $1.41 per
share. Of the total merger consideration, $32,985 of cash and 16,682 shares of
EIS common stock are being held in escrow, the release of which is contingent
upon certain events. At December 31, 1995, the fair value of the Partnership's
investment in Cybernetics reflects the value of the merger consideration less a
discount for sales restrictions and other contingencies.
Competition
The Partnership encounters competition from other entities having similar
investment objectives. Primary competition for venture capital investments has
been from venture capital partnerships and corporations, venture capital
affiliates of large industrial and financial companies, small business
investment companies and wealthy individuals. Competition also may develop from
foreign investors and from large industrial and financial companies investing
directly rather than through venture capital affiliates. The Partnership has
been a co-investor with other professional venture capital investors and these
relationships have generally expanded the Partnership's access to investment
opportunities.
Employees
The Partnership has no employees. The Managing General Partner, subject to the
supervision of the Individual General Partners, manages and controls the
Partnership's venture capital investments. The Management Company performs, or
arranges for others to perform, the management and administrative services
necessary for the operation of the Partnership and is responsible for managing
the Partnership's short-term investments.
Item 2. Properties.
The Partnership does not own or lease physical properties.
Item 3. Legal Proceedings.
The Partnership is not a party to any material pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of security holders during the fourth quarter
of the calendar year covered by this report.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
There is no established public trading market for the Units and it is not
anticipated that any public market for the Units will develop. Consequently,
Limited Partners cannot easily liquidate their investment. Several independent
broker/dealers provide an informal secondary market for limited partnership
interests. Units of limited partnership interest of the Partnership have traded
through this market on a limited basis. Transfers of Units are subject to
certain restrictions in the Partnership Agreement and also may be affected by
restrictions on resale imposed by the laws of certain states.
The approximate number of holders of Units as of March 18, 1996 is 1,850. The
Managing General Partner and the four Individual General Partners of the
Partnership also hold interests in the Partnership. See Item 12 of this report
"Security Ownership of Certain Beneficial Owners and Management".
The Partnership did not make any distributions to its Partners in 1995, 1994 or
1993 and has not made any cash distributions to Partners since its inception.
Item 6. Selected Financial Data.
($ In Thousands, Except For Per Unit Information)
Years Ended December 31,
1995 1994 1993 1992 1991
-------- --------- --------- -------- ------
Net investment income (loss) $ (318) $ (295) $ (269) $ (134) $ (69)
Realized loss on investments (14) (384) - (700) -
Net change in unrealized appreciation or
depreciation of investments 2,674 180 95 (35) (425)
Net increase (decrease) in net assets
resulting from operations 2,343 (500) (173) (869) (493)
Net assets 10,775 8,432 8,932 9,105 9,974
Net unrealized appreciation (depreciation)
of portfolio investments 2,448 (227) (406) (501) (467)
Cost of portfolio investments purchased 336 1,464 1,143 1,150 1,523
Cumulative cost of portfolio investments 9,487 9,151 7,687 6,544 5,394
PER UNIT OF LIMITED
PARTNERSHIP INTEREST
Net asset value, including net unrealized
appreciation (depreciation) of investments $ 920 $ 744 $ 788 $ 803 $ 880
Net investment income (loss) (28) (26) (24) (14) (8)
Realized loss on investments (1) (34) - (58) -
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Liquidity and Capital Resources
At December 31, 1995, the Partnership held $350,000 in short-term securities
with maturities of less than one year and $207,000 of cash in an
interest-bearing cash account. The Partnership earned $37,000, $53,000 and
$89,000 of interest from such investments for the years ended December 31, 1995,
1994 and 1993, respectively. Interest earned from short-term investments in
future periods is subject to fluctuations in short-term interest rates and
changes in amounts available for investment in such securities.
During 1995, the Partnership invested $336,000 in three existing portfolio
companies. From its inception to December 31, 1995, the Partnership had invested
$9.5 million in eight venture capital investments, representing 93% of the $10.2
million of original net proceeds to the Partnership.
Funds needed to cover the Partnership's future follow-on investments and
operating expenses will be obtained from existing cash reserves, interest and
other income from portfolio investments and proceeds from the sale of portfolio
investments.
Results of Operations
For the years ended December 31, 1995, 1994 and 1993, the Partnership had a net
realized loss from operations of $332,000, $679,000 and $269,000, respectively.
Net realized gain or loss from operations is comprised of (1) net realized gains
or losses from portfolio investments and (2) net investment income or loss
(interest and dividend income less operating expenses).
Realized Gains and Losses from Portfolio Investments - For the year ended
December 31, 1995, the Partnership had a $14,000 net realized loss from its
portfolio investments. In February 1995, the Partnership sold 20,000 shares of
Cincinnati Bell Inc. in the public market for $389,000, realizing a loss of
$4,000. On December 31, 1995, the Partnership wrote-off the remaining cost of
its 1% limited partnership interest in Picture Productions, L.P., resulting in a
realized loss of $10,000.
For the year ended December 31, 1994, the Partnership had a $384,000 realized
loss resulting from the sale of its investment in Eidetics Incorporated. The
Partnership sold its Eidetics holdings, along with other former owners of
Eidetics, as part of a management buyout of the company completed in April 1994.
The Partnership received a $4,190 cash down payment, with potential future
payments to be determined by the actual cash receipts of the new company for
five years from the buyout date. Through December 31, 1995, the Partnership had
received additional payments totaling $61,000 relating to the Eidetics buyout.
The Partnership had no realized gains or losses from portfolio investments for
the year ended December 31, 1993.
Investment Income and Expenses - Net investment loss for the years ended
December 31, 1995, 1994 and 1993 was $318,000, $295,000 and $269,000,
respectively. The $23,000 increase in net investment loss for 1995 compared to
1994 primarily resulted from a $17,000 decrease in interest earned from
short-term investments and a $9,000 decrease in interest and dividend income
from portfolio investments. Operating expenses remained relatively flat from
1995 to 1994 with a $9,000 decrease in professional fees being offset by a
$7,000 increase in other expenses. The decrease in interest from short-term
investments was due to a reduction in funds available to invest in such
securities for 1995 compared to 1994. The decrease in interest and dividend
income from portfolio investments for 1995 compared to 1994 primarily resulted
from a reduction in dividends received from Cincinnati Bell due to the sale of
20,000 shares in February 1995, as discussed above.
The $26,000 increase in net investment loss for 1994 compared to 1993 was the
result of an $80,000 decrease in investment income for 1994 which was only
partially offset by a $54,000 reduction in operating expenses for 1994. Interest
earned from short-term investments declined $36,000 for 1994, from $89,000 in
1993 to $53,000 in 1994. This decrease primarily was the result of a reduction
in the amount of funds invested in such securities during 1994 compared to 1993.
Interest and dividend income from portfolio investments declined $45,000 for
1994, from $86,000 in 1993 to $41,000 in 1994. This decrease primarily was due
to the reversal, during 1994, of $30,000 of accrued interest due from Eidetics.
This receivable was written-off in connection with the sale of the Partnership's
investment in Eidetics, as discussed above. The $54,000 decline in operating
expenses for 1994 compared to 1993, primarily is attributable to $61,000 of
amortization expense included in 1993. Organizational costs of $332,000 were
amortized over a five year period which was completed on December 1, 1993.
The Management Company is responsible for the management and administrative
services necessary for the operation of the Partnership. The Management Company
receives a management fee at an annual rate of 2.5% of the gross capital
contributions to the Partnership (net of selling commissions and organizational
expenses paid by the Partnership), reduced by capital distributed and realized
losses, with a minimum annual fee of $200,000. The management fee for the years
ended December 31, 1995, 1994 and 1993 was $224,000, $226,000 and $234,000,
respectively. To the extent possible, the management fee and other expenses
incurred by the Partnership are paid with funds provided from operations. Funds
provided from operations for the periods discussed, primarily were obtained from
interest received from short-term investments and interest and other income
earned from portfolio investments.
Unrealized Gains and Losses and Changes in Unrealized Appreciation of Portfolio
Investments - For the year ended December 31, 1995, the Partnership had a $2.6
million net unrealized gain primarily resulting from the upward revaluation of
its investment in Cybernetics Systems International, Inc. Additionally during
1995, $42,000 of unrealized losses were reversed due to the sale of 20,000
shares of Cincinnati Bell common stock. The $2.6 million net unrealized gain
combined with the $42,000 transfer from unrealized loss to realized loss
resulted in a $2.7 million increase in net unrealized appreciation of
investments for 1995.
For the year ended December 31, 1994, the Partnership had a $45,000 net
unrealized loss primarily resulting from a decrease in the public market price
of Cincinnati Bell Inc.'s common stock. Additionally during 1994, $225,000 was
transferred from unrealized loss to realized loss due to the sale of the
Partnership's investment in Eidetics, as discussed above. The $225,000 transfer
from unrealized loss to realized loss offset by the additional $45,000
unrealized loss resulted in a $180,000 increase in net unrealized appreciation
of investments for 1994.
For the year ended December 31, 1993, the Partnership had a $95,000 net
unrealized gain from its portfolio investments resulting from the net upward
revaluation of certain portfolio investments.
Net Assets - Changes to net assets resulting from operations are comprised of
(1) net realized gain or loss from operations and (2) changes in net unrealized
appreciation or depreciation of portfolio investments. For the year ended
December 31, 1995, the Partnership had a net increase in net assets resulting
from operations of $2.3 million. For the years ended December 31, 1994 and 1993,
the Partnership had a net decrease in net assets resulting from operations of
$500,000 and $173,000, respectively.
At December 31, 1995, the Partnership's net assets were $10.8 million, up $2.3
million from $8.4 million at December 31, 1994. The $2.3 million increase was
comprised of the $2.7 million increase in unrealized appreciation of investments
offset by the $332,000 net realized loss from operations for 1995.
At December 31, 1994, the Partnership's net assets were $8.4 million, down
$500,000 from $8.9 million at December 31, 1993. The $500,000 decrease was
comprised of the $679,000 net realized loss from operations offset by the
$180,000 increase in unrealized appreciation of investments for 1994.
At December 31, 1993, the Partnership's net assets were $8.9 million, down
$173,000 from $9.1 million at December 31, 1992. This decrease was comprised of
the $269,000 net realized loss from operations offset by the $95,000 increase in
unrealized appreciation of investments for 1993.
Gains and losses from investments are allocated to the Partners' capital
accounts when realized in accordance with the Partnership Agreement (see Note 3
of Notes to Financial Statements). However, for purposes of calculating the net
asset value per unit of limited partnership interest ("Unit"), net unrealized
appreciation or depreciation of investments has been included as if it had been
realized and allocated to the Limited Partners in accordance with the
Partnership Agreement. Pursuant to such calculation, the net asset value per
$1,000 Unit at December 31, 1995, 1994 and 1993 was $920, $744 and $788,
respectively.
Item 8. Financial Statements and Supplementary Data.
WESTFORD TECHNOLOGY VENTURES, L.P.
INDEX
Report of Independent Certified Public Accountants - BDO Seidman, LLP
Independent Auditors' Report - Deloitte & Touche LLP
Balance Sheets as of December 31, 1995 and 1994
Schedule of Portfolio Investments as of December 31, 1995 Schedule of Portfolio
Investments as of December 31, 1994
Statements of Operations for the years ended December 31, 1995, 1994 and 1993
Statements of Cash Flows for the years ended December 31, 1995, 1994 and 1993
Statements of Changes in Partners' Capital for the years ended December 31,
1993, 1994 and 1995
Notes to Financial Statements
NOTE - All schedules are omitted because of the absence of conditions under
which they are required or because the required information is included in the
financial statements or the notes thereto.
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Westford Technology Ventures, L.P.
We have audited the accompanying balance sheets of Westford Technology Ventures,
L.P. (the "Partnership"), including the schedule of portfolio investments, as of
December 31, 1995 and 1994, and the related statements of operations, cash flows
and changes in partners' capital for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of investments owned at December 31, 1995 and 1994 with the
custodian. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Westford Technology Ventures,
L.P. at December 31, 1995 and 1994, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.
As explained in Note 2, the financial statements include investments valued at
$9,324,704 and $6,725,325 at December 31, 1995 and 1994, respectively,
representing 87% and 80% of partners' capital, respectively, whose values have
been estimated by the managing general partner in the absence of readily
ascertainable market values. We have reviewed the procedures used by the
managing general partner in arriving at its estimates of value of such
investments and have inspected underlying documentation and, in the
circumstances, we believe the procedures are reasonable and the documentation
appropriate. However, because of the inherent uncertainty of valuation, those
estimated values may differ significantly from the values that would have been
used had a ready market for the investments existed, and the differences could
be material.
BDO Seidman
New York, New York
March 8, 1996
INDEPENDENT AUDITORS' REPORT
Westford Technology Ventures, L.P.
We have audited the statements of operations, cash flows, and changes in
partners' capital of Westford Technology Ventures, L.P. (the "Partnership") for
the year ended December 31, 1993. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned at December 31, 1993 by correspondence with the
custodian; where confirmation was not possible, we performed other audit
procedures. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the results of operations, cash flows and the changes in partners'
capital of Westford Technology Ventures, L.P. for the year ended December 31,
1993 in conformity with generally accepted accounting principles.
The 1993 financial statements include securities valued at $5,682,293,
representing 64% of net assets, whose values were estimated by the Managing
General Partner in the absence of readily ascertainable market values. We
reviewed the procedures used by the Managing General Partner in arriving at its
estimate of value of such securities and we inspected underlying documentation,
and, in the circumstances, we believe the procedures were reasonable and the
documentation appropriate. However, because of the inherent uncertainty of
valuation, those estimated values may have differed significantly from the
values that would have been used had a ready market for the securities existed,
and the differences could have been material.
Deloitte & Touche LLP
New York, New York
February 22, 1994
WESTFORD TECHNOLOGY VENTURES, L.P.
BALANCE SHEETS
December 31,
1995 1994
--------------- ---------
ASSETS
Investments - Note 2
Portfolio investments, at fair value (cost $7,615,357 at
December 31, 1995 and $7,681,237 at December 31, 1994) $ 10,063,211 $ 7,454,603
Short-term investments, at amortized cost - Note 6 349,553 497,769
Cash and cash equivalents 206,504 281,341
Receivable from securities sold (net of unamortized discount of
$96,957 at December 31, 1995 and $101,530 at December 31, 1994) 195,724 225,760
Accrued interest receivable 1,546 11,343
--------------- ---------------
TOTAL ASSETS $ 10,816,538 $ 8,470,816
=============== ===============
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable $ 31,259 $ 28,143
Due to Independent General Partners - Note 5 10,500 10,500
--------------- ---------------
Total Liabilities 41,759 38,643
--------------- ---------------
Partners' Capital:
Managing General Partner 82,416 85,701
Individual General Partners 2,893 3,010
Limited Partners (11,217 Units) 8,241,616 8,570,096
Unallocated net unrealized appreciation (depreciation) of
investments - Note 2 2,447,854 (226,634)
--------------- ---------------
Total Partners' Capital 10,774,779 8,432,173
--------------- ---------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 10,816,538 $ 8,470,816
=============== ===============
See notes to financial statements.
WESTFORD TECHNOLOGY VENTURES, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 1995
Initial Investment
Company / Position Date Cost Fair Value
Cincinnati Bell Inc.(A)(B)
21,673 shares of Common Stock Nov. 1989 $ 425,199 $ 738,507
- -------------------------------------------------------------------------------------------------------------------------------
Cybernetics Systems International Corp.*(C)
100,000 shares of Common Stock Mar. 1990 224,970 581,872
4,520 shares of Preferred Stock 1,126,821 2,604,708
Warrants to purchase 78,295 shares of Common Stock
at $.52 per share, expiring between 12/31/98 and 3/23/00 375 438,469
- -------------------------------------------------------------------------------------------------------------------------------
Inn-Room Systems, Inc.*
1,342,491 shares of Common Stock Oct. 1989 1,243,686 671,254
Demand Promissory Notes at 1% plus prime 70,000 70,000
Warrants to purchase 206,003 shares of Common Stock at
$0.01 per share, expiring between 12/31/97 and 6/30/98 74,603 100,941
- -------------------------------------------------------------------------------------------------------------------------------
Spectrix Corporation*
742,304 shares of Preferred Stock June 1989 3,511,351 2,969,216
274,862 shares of Common Stock 142,681 1,099,448
Warrants to purchase 361,894 shares of Common Stock
at $.50 per share, expiring between 12/31/97 and 2/1/00 0 0
Warrants to purchase 50,000 shares of Common Stock at
$5 per share, expiring 12/2/99 and 2/1/00 0 0
Options to purchase 5,000 shares of Common Stock at
$4 per share, expiring 4/26/96 6,875 0
- -------------------------------------------------------------------------------------------------------------------------------
Thunderbird Technologies, Inc.(D)
788,796 shares of Preferred Stock Oct. 1992 788,796 788,796
- -------------------------------------------------------------------------------------------------------------------------------
TOTALS(E) $ 7,615,357 $ 10,063,211
=================================
(A) Public company
(B) In February 1995, the Partnership sold 20,000 common shares of Cincinnati
Bell Inc. for $388,787, realizing a loss of $3,589.
(C) On March 1, 1996, EIS International, Inc., a public company, completed its
merger with Cybernetics Systems International, Inc. In exchange for its
Cybernetics holdings, the Partnership will receive $460,245 in cash,
206,267 shares of restricted EIS common stock and warrants to purchase
29,015 shares of EIS common stock at $1.41 per share. Of the total merger
consideration, $32,985 of cash and 16,682 shares of EIS common stock are
being held in escrow, the release of which is contingent upon certain
events.
(D) In December 1995, the Partnership exchanged its $190,767 promissory note due
from Thunderbird Technologies, Inc. along with $16,496 of accrued interest
into 207,263 shares of preferred stock of the company.
(E) On December 31, 1995, the Partnership wrote-off its investment in Picture
Productions, L.P., realizing a loss of $10,000. * May be deemed an
affiliated person of the Partnership as defined in the Investment Company
Act of 1940.
See notes to financial statements.
WESTFORD TECHNOLOGY VENTURES, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 1994
Initial Investment
Company / Position Date Cost Fair Value
Cincinnati Bell Inc.(A)
41,673 shares of Common Stock Nov. 1989 $ 817,575 $ 729,278
- -------------------------------------------------------------------------------------------------------------------------------
Cybernetics Systems International Corp.*
100,000 shares of Common Stock Mar. 1990 224,970 224,970
4,520 shares of Preferred Stock 1,126,821 1,126,821
Warrants to purchase 78,295 shares of Common Stock
at $.52 per share, expiring between 12/31/98 and 3/23/00 375 375
- -------------------------------------------------------------------------------------------------------------------------------
Inn-Room Systems, Inc.*
1,342,491 shares of Common Stock Oct. 1989 1,243,686 671,254
Warrants to purchase 206,003 shares of Common Stock at
$0.01 per share, expiring between 12/31/97 and 6/30/98 74,603 100,941
- -------------------------------------------------------------------------------------------------------------------------------
Picture Productions, L.P.
1% Limited Partnership Interest Dec. 1991 10,000 10,000
- -------------------------------------------------------------------------------------------------------------------------------
Spectrix Corporation*
679,804 shares of Preferred Stock June 1989 3,261,351 2,719,216
274,862 shares of Common Stock 142,681 1,099,448
Warrants to purchase 336,894 shares of Common Stock
at $.50 per share, expiring between 12/31/97 and 12/2/99 0 0
Warrants to purchase 25,000 shares of Common Stock at
$5 per share, expiring 12/2/99 0 0
Options to purchase 5,000 shares of Common Stock at
$4 per share, expiring 4/26/96 6,875 0
- -------------------------------------------------------------------------------------------------------------------------------
Thunderbird Technologies, Inc.
581,533 shares of Preferred Stock Oct. 1992 581,533 581,533
Convertible Promissory Note at prime 190,767 190,767
- -------------------------------------------------------------------------------------------------------------------------------
TOTALS $ 7,681,237 $ 7,454,603
==================================
(A) Public company
* May be deemed an affiliated person of the Partnership as defined in the
Investment Company Act of 1940.
See notes to financial statements.
WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENTS OF OPERATIONS
For the Years Ended December 31,
1995 1994 1993
-------------- ------------- --------
INVESTMENT INCOME AND EXPENSES
Income:
Interest from short-term investments $ 36,711 $ 53,353 $ 89,186
Interest and dividend income from portfolio investments 32,112 41,290 86,076
-------------- ------------- -------------
Total investment income 68,823 94,643 175,262
-------------- ------------- -------------
Expenses:
Management fee - Note 4 224,013 225,976 233,700
Professional fees 97,948 107,406 86,226
Independent General Partners' fees - Note 5 42,000 42,000 42,000
Mailing and printing 22,155 13,181 20,587
Amortization of deferred organizational costs - Note 2 - - 61,395
Miscellaneous 1,000 1,000 -
-------------- ------------- -------------
Total expenses 387,116 389,563 443,908
-------------- ------------- -------------
NET INVESTMENT LOSS (318,293) (294,920) (268,646)
Net realized loss from portfolio investments (13,589) (384,213) -
-------------- ------------- -------------
NET REALIZED LOSS FROM OPERATIONS
(allocable to Partners) - Note 3 (331,882) (679,133) (268,646)
Net change in unrealized appreciation (depreciation)
of investments 2,674,488 179,578 95,244
-------------- ------------- -------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $ 2,342,606 $ (499,555) $ (173,402)
============== ============= =============
See notes to financial statements.
WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENTS OF CASH FLOWS
For the Years Ended December 31,
1995 1994 1993
------------- -------------- ----------
CASH FLOWS USED FOR OPERATING ACTIVITIES
Net investment loss $ (318,293) $ (294,920) $ (268,646)
Adjustments to reconcile net investment loss to cash used for operating
activities:
Amortization of deferred organizational costs - - 61,395
(Increase) decrease in accrued interest on short-term
investments (1,147) 6,015 8,910
Decrease in accrued interest and other receivables 9,227 26,977 57,579
Increase (decrease) in payables 3,116 (10,826) 11,221
------------- -------------- ---------------
Cash used for operating activities (307,097) (272,754) (129,541)
------------- -------------- ---------------
CASH PROVIDED FROM (USED FOR) INVESTING
ACTIVITIES
Net return from short-term investments 149,363 1,243,877 1,934,686
Cost of portfolio investments purchased (336,496) (1,463,907) (1,142,939)
Proceeds from the sale of portfolio investments 419,393 29,735 -
------------- -------------- ---------------
Cash provided from (used for) investing activities 232,260 (190,295) 791,747
------------- -------------- ---------------
Increase (decrease) in cash and cash equivalents (74,837) (463,049) 662,206
Cash and cash equivalents at beginning of period 281,341 744,390 82,184
------------- -------------- ---------------
CASH AND CASH EQUIVALENTS AT END
OF PERIOD $ 206,504 $ 281,341 $ 744,390
============= ============== ===============
See notes to financial statements.
WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
For the Years Ended December 31, 1993, 1994 and 1995
Unallocated
Net Unrealized
Managing Individual Appreciation
General General Limited (Depreciation)
Partner Partners Partners of Investments Total
Balance at December 31, 1992 $ 95,082 $ 3,345 $ 9,508,159 $ (501,456) $ 9,105,130
Net investment loss - Note 3 (2,659) (95) (265,892) - (268,646)
Net change in unrealized
depreciation of investments - - - 95,244 95,244
----------- --------- -------------- -------------- ----------------
Balance at December 31, 1993 92,423 3,250 9,242,267(A) (406,212) 8,931,728
Net investment loss - Note 3 (2,919) (104) (291,897) - (294,920)
Net realized loss from portfolio
investments - Note 3 (3,803) (136) (380,274) - (384,213)
Net change in unrealized
depreciation of investments - - - 179,578 179,578
----------- --------- -------------- -------------- ----------------
Balance at December 31, 1994 85,701 3,010 8,570,096(A) (226,634) 8,432,173
Net investment loss - Note 3 (3,151) (112) (315,030) - (318,293)
Net realized loss from
portfolio investments - Note 3 (134) (5) (13,450) - (13,589)
Net change in unrealized
appreciation of investments - - - 2,674,488 2,674,488
----------- --------- -------------- -------------- ----------------
Balance at December 31, 1995 $ 82,416 $ 2,893 $ 8,241,616(A) $ 2,447,854 $ 10,774,779
=========== ========= ============== ============== ================
(A) The net asset value per unit of limited partnership interest, including an
assumed allocation of net unrealized appreciation (depreciation) of
investments, was $920, $744 and $788 at December 31, 1995, 1994 and 1993,
respectively.
See notes to financial statements.
WESTFORD TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS
1. Organization and Purpose
Westford Technology Ventures, L.P. (the "Partnership") is a Delaware limited
partnership formed on September 3, 1987. WTVI Co., L.P., the managing general
partner of the Partnership (the "Managing General Partner") and four individuals
(the "Individual General Partners") are the general partners of the Partnership.
Hamilton Capital Management Inc. (the "Management Company") is the general
partner of the Managing General Partner and the management company of the
Partnership. The Partnership began its principal operations on December 1, 1988.
The Partnership's objective is to achieve long-term capital appreciation by
making venture capital investments in new and developing companies and other
special investment situations. The Partnership will not engage in any other
business or activity. The Partnership will terminate on December 31, 1998,
subject to the right of the Individual General Partners to extend the term for
up to two additional two-year periods.
2. Significant Accounting Policies
Valuation of Investments - Short-term investments are carried at amortized cost
which approximates market. Portfolio investments are carried at fair value as
determined quarterly by the Managing General Partner under the supervision of
the Individual General Partners. The fair value of publicly-held portfolio
securities is adjusted to the average closing public market price for the last
five trading days of each quarter discounted by a factor of 0% to 50% for sales
restrictions. Factors considered in the determination of an appropriate discount
include, underwriter lock-up or Rule 144 trading restrictions, insider status
where the Partnership either has a representative serving on the Board of
Directors or is greater than a 10% shareholder, and other liquidity factors such
as the size of the Partnership's position in a given company compared to the
trading history of the public security. Privately-held portfolio securities are
carried at cost until significant developments affecting the portfolio company
provide a basis for change in valuation. The fair value of private securities is
adjusted 1) to reflect meaningful third-party transactions in the private market
or 2) to reflect significant progress or slippage in the development of the
company's business such that cost is no longer reflective of fair value. As a
venture capital investment fund, the Partnership's portfolio investments involve
a high degree of business and financial risk that can result in substantial
losses. The Managing General Partner considers such risks in determining the
fair value of the Partnership's portfolio investments.
Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles 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. Actual results could differ from those estimates.
WESTFORD TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS
Investment Transactions - Investment transactions are recorded on the accrual
method. Portfolio investments are recorded on the trade date, the date the
Partnership obtains an enforceable right to demand the securities or payment
therefor. Realized gains and losses on investments sold are computed on a
specific identification basis.
Income Taxes - No provision for income taxes has been made since all income and
losses are allocable to the Partners for inclusion in their respective income
tax returns. The Partnership's net assets for financial reporting purposes
differ from its net assets for tax purposes. Net unrealized appreciation of $2.4
million at December 31, 1995, which was recorded for financial statement
purposes, was not recognized for tax purposes. Additionally, from inception to
December 31, 1995, timing differences relating to realized losses totaling
$390,000 have been deducted on the Partnership's financial statements and
syndication costs relating to the selling of Units totaling $1.2 million were
charged to partners' capital on the financial statements. These amounts have not
been deducted or charged against partners' capital for tax purposes.
Statements of Cash Flows - The Partnership considers cash held in its interest
bearing cash account to be cash equivalents.
Organizational Costs - Organizational costs of $331,596 were amortized over a
sixty-month period which commenced on December 1, -1988.
3. Allocation of Partnership Profits and Losses
The Partnership Agreement provides that the Managing General Partner will be
allocated, on a cumulative basis over the life of the Partnership, 20% of the
Partnership's aggregate investment income and net realized gains from venture
capital investments, provided that such amount is positive. All other gains and
losses of the Partnership are allocated among all the Partners, including the
Managing General Partner, in proportion to their respective capital
contributions to the Partnership.
4. Related Party Transactions
The Management Company is responsible for the management and administrative
services necessary for the operation of the Partnership. For these services, the
Management Company receives a management fee at an annual rate of 2.5% of the
gross capital contributions to the Partnership (net of selling commissions and
organizational expenses paid by the Partnership), reduced by capital distributed
and realized losses, with a minimum fee of $200,000 per annum. Such fee is
determined quarterly and paid monthly.
5. Independent General Partners' Fees
As compensation for services rendered to the Partnership, each of the three
Independent General Partners receives $10,000 annually in quarterly installments
and $1,000 for each meeting of the Independent General Partners attended, plus
out-of-pocket expenses.
WESTFORD TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS
6. Short-Term Investments
At December 31, 1995 and 1994, the Partnership had investments in commercial
paper as detailed below.
Maturity Purchase Amortized
Issuer Yield Date Price Cost Face Amount
December 31, 1995:
General Electric Capital Corporation 5.74% 1/8/96 $ 348,158 $ 349,553 $ 350,000
------------ ------------ ------------
December 31, 1994:
Ford Motor Credit Corporation 5.95% 1/27/95 $ 497,521 $ 497,769 $ 500,000
------------ ------------ ------------
7. Classification of Portfolio Investments
As of December 31, 1995, the Partnership's investments were categorized as
follows:
Type of Investments Cost Fair Value % of Net Assets*
- ------------------- --------------- --------------- ----------------
Preferred Stock $ 5,426,968 $ 6,362,720 59.05%
Common Stock 2,118,389 3,630,491 33.69%
Debt Securities 70,000 70,000 .65%
--------------- --------------- --------
Total $ 7,615,357 $ 10,063,211 93.39%
=============== =============== ======
Country/Geographic Region
Midwestern U.S. $ 5,474,395 $ 5,649,366 52.43%
Eastern U.S. 2,140,962 4,413,845 40.96%
--------------- --------------- ------
Total $ 7,615,357 $ 10,063,211 93.39%
=============== =============== ======
Industry
Wireless Communications $ 3,660,907 $ 4,068,664 37.76%
Computer Software 1,352,166 3,625,049 33.64%
Vending Equipment 1,388,289 842,195 7.82%
Semiconductors 788,796 788,796 7.32%
Utilities 425,199 738,507 6.85%
--------------- --------------- -------
Total $ 7,615,357 $ 10,063,211 93.39%
=============== =============== ======
* Percentage of net assets is based on fair value.
WESTFORD TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS
8. Subsequent Events
On March 1, 1996, Cybernetics Systems International, Inc. merged with EIS
International, Inc., a public company. In exchange for its Cybernetics holdings,
the Partnership will receive $460,245 in cash, 206,267 shares of EIS common
stock and warrants to purchase 29,015 shares of EIS common stock at $1.41 per
share. Of the total merger consideration, $32,985 of cash and 16,682 shares of
EIS common stock are being held in escrow, the release of which is contingent
upon certain events. At December 31, 1995, the fair value of the Partnership's
investment in Cybernetics reflects the value of the merger consideration less a
discount for sales restrictions and other contingencies.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
The Partnership
The information set forth under the caption "Election of General Partners" in
the Annual Meeting Proxy Statement is incorporated herein by reference.
The Management Company
The Management Company performs, or arranges for others to perform, the
management and administrative services necessary for the operation of the
Partnership pursuant to the Management Agreement between the Partnership and the
Management Company. At March 18, 1996, the directors and executive officers of
the Management Company are:
Name and Age Position Held Date Elected as a Director
Jeffrey T. Hamilton (58) President, Secretary & September 3, 1987
Chairman of the Board of Directors
Louise M. Hamilton (55) Director August 23, 1991
Susan J. Trammell (41) Treasurer, Director February 27, 1991
The directors of the Management Company will serve as directors until the next
annual meeting of stockholders and until their successors are elected and
qualified. The officers of the Management Company will hold office until the
next annual meeting of the Board of Directors of the Management Company and
until their successors are elected and qualified.
The information with respect to Mr. Hamilton, the sole shareholder of the
Management Company, set forth under the subcaption "Election of Individual
General Partners" in the Annual Meeting Proxy Statement is incorporated herein
by reference.
There are no family relationships among any of the Individual General Partners
of the Partnership. Jeffrey T. Hamilton and Louise M. Hamilton, President,
Secretary and Chairman of the Board of Directors and Director of the Management
Company, respectively, are husband and wife.
Item 11. Executive Compensation.
The information with respect to the compensation of the Individual General
Partners set forth under the subcaption "Election of Individual General
Partners" in the Annual Meeting Proxy Statement is incorporated herein by
reference.
The information with respect to the allocation and distribution of the
Partnership's profits and losses to the Managing General Partner set forth under
the subcaption "Election of Managing General Partner" in the Annual Meeting
Proxy Statement is incorporated herein by reference.
The information with respect to the management fee payable to the Management
Company set forth under the caption "The Terms of the Current Management
Agreement and the Proposed Management Agreement" in the Annual Meeting Proxy
Statement is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The information concerning the security ownership of the Individual General
Partners set forth under the subcaption "Election of Individual General
Partners" in the Annual Meeting Proxy Statement is incorporated herein by
reference.
As of March 18, 1996, no person or group is known by the Partnership to be the
beneficial owner of more than 5 percent of the Units. Mr. Ames, an Individual
General Partner of the Partnership, owns 10 Units and Ms. Trammell, the
Treasurer and Director of the Management Company, owns 3 Units. The Individual
General Partners and the directors and officers of the Management Company as a
group own thirteen Units or less than one percent of the total Units
outstanding.
The Partnership is not aware of any arrangement which may, at a subsequent date,
result in a change of control of the Partnership.
Item 13. Certain Relationships and Related Transactions.
Not applicable.
PART IV
Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K.
(a) 1. Financial Statements
Report of Independent Certified Public Accountants - BDO
Seidman, LLP Independent Auditors' Report - Deloitte &
Touche LLP
Balance Sheets as of December 31, 1995 and 1994
Schedule of Portfolio Investments as of December 31, 1995
Schedule of Portfolio Investments as of December 31, 1994
Statements of Operations for the years ended December 31,
1995, 1994 and 1993
Statements of Cash Flows for the years ended December 31,
1995, 1994 and 1993
Statements of Changes in Partners' Capital for the years
ended December 31, 1993, 1994 and 1995
Notes to Financial Statements
2. Exhibits
3.1 Amended and Restated Certificate of Limited Partnership
of the Registrant (filed as Exhibit 3.1 to the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1991 and incorporated herein by
reference).
3.2 Amended and Restated Agreement of Limited Partnership
of the Registrant (filed as Exhibit 1(c) to the
Registrant's Registration Statement on Form N-2 (No.
33-16891) and incorporated herein by reference).
10 Management Agreement dated as of February 28, 1991
between the Registrant and the Management Company
(filed as Exhibit A to the Registrant's definitive
proxy statement in connection with the 1991 Annual
Meeting of Limited Partners and incorporated herein by
reference).
27 Financial Data Schedule.
(b) No reports on Form 8-K have been filed during the fourth quarter
of the fiscal year covered by this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, this report has been signed below by the following persons on
behalf of the Registrant, in the capacities indicated on the 18th day of March
1996.
WESTFORD TECHNOLOGY VENTURES, L.P.
By: WTVI Co., L.P.
its managing general partner
By: Hamilton Capital Management Inc.
its general partner
By: /s/ Jeffrey T. Hamilton President, Secretary and Director (Principal
Jeffrey T. Hamilton Executive Officer) of Hamilton Capital
Management Inc. and Individual General
Partner of Westford Technology Ventures, L.P.
By: /s/ Susan J. Trammell Treasurer and Director (Principal Financial
Susan J. Trammell and Accounting Officer) of Hamilton Capital
Management Inc.
By: /s/ Robert S. Ames Individual General Partner of
Robert S. Ames Westford Technology Ventures, L.P.
By: /s/ Alfred M. Bertocchi Individual General Partner of
Alfred M. Bertocchi Westford Technology Ventures, L.P.
By: /s/ George M. Weimer Individual General Partner of
George M. Weimer Westford Technology Ventures, L.P.