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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, 1996
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 21, 1997, 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 1997 Annual Meeting
of the Limited Partners of the Registrant, to be held on June 27, 1997 (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,
1996.
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
From its inception to December 31, 1996, the Partnership made cash investments
totaling $10.5 million, in nine portfolio investments. The Partnership has fully
invested its original net proceeds and will not make additional investments in
new portfolio companies. However, the Partnership will make additional follow-on
investments in existing portfolio companies when required. At December 31, 1996,
the Partnership had active investments in four portfolio companies with an
aggregate cost basis of $9.9 million and a fair value of $7.9 million. As of
December 31, 1996, the Partnership had fully or partially liquidated investments
with an aggregate cost basis of $3.7 million. These liquidated investments
returned $5.4 million, resulting in a cumulative net realized gain of $1.8
million. From its inception to December 31, 1996, the Partnership had a
cumulative net realized gain from its venture capital investments of $2.3
million, including $449,000 of cumulative interest and dividend income earned
from portfolio investments. During the year ended December 31, 1996, the
Partnership invested $1 million in two existing portfolio companies. The venture
capital investments made during 1996 and other events affecting the
Partnership's portfolio investments are listed below. During 1996, the
Partnership completed follow-on investments in Spectrix Corporation totaling
$997,500, acquiring a series of promissory demand notes. Spectrix repaid
$100,000 of such notes to the Partnership in 1996. In connection with an equity
financing completed by Spectrix during 1996, the Partnership received a $1.00
reduction, from $5.00 to $4.00, in the exercise price of its warrants to
purchase 50,000 shares of the company's common stock. Additionally, in December
1996, the Partnership's option to purchase 5,000 shares of Spectrix expired
unexercised, resulting in a realized loss of $6,875.
In January 1996, the Partnership completed a $35,000 follow-on investment in
Inn-Room Systems, Inc., acquiring a 1% plus prime demand promissory note due
12/31/96. In January 1997, the Partnership's three $35,000 promissory notes due
from Inn Room Systems were converted into a $105,000, 1% plus prime, demand
promissory note due 12/31/97.
In March 1996, EIS International, Inc., a public company, completed its merger
with Cybernetics Systems International, Inc. In exchange for its Cybernetics
holdings, the Partnership received $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 and is currently in arbitration to resolve a
claim set forth by EIS International.
In May 1996, the Partnership sold its remaining 21,673 common shares of
Cincinnati Bell Inc. for $1,082,314, realizing a gain of $657,115.
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 21, 1997 is 1,824. The
Managing General Partner and the four Individual General Partners of the
Partnership also hold interests in the Partnership. Information contained in
Item 12 of this report "Security Ownership of Certain Beneficial Owners and
Management" is incorporated herein by reference.
The Partnership did not make any cash distributions to its Partners
in 1996, 1995 or 1994 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,
1996 1995 1994 1993 1992
--------- --------- --------- -------- -------
Net investment income (loss) $ (257) $ (318) $ (295) $ (269) $ (134)
Realized gain (loss) on investments 2,923 (14) (384) - (700)
Net change in unrealized appreciation or
depreciation of investments (4,428) 2,674 180 95 (35)
Net increase (decrease) in net assets
resulting from operations (1,762) 2,343 (500) (173) (869)
Net assets 9,013 10,775 8,432 8,932 9,105
Net unrealized appreciation (depreciation)
of portfolio investments (1,980) 2,448 (227) (406) (501)
Cost of portfolio investments purchased 1,033 336 1,464 1,143 1,150
Cumulative cost of portfolio investments 10,519 9,487 9,151 7,687 6,544
PER UNIT OF LIMITED
PARTNERSHIP INTEREST
Net asset value, including net unrealized
appreciation (depreciation) of investments $ 790 $ 920 $ 744 $ 788 $ 803
Net investment income (loss) (24) (28) (26) (24) (14)
Realized gain (loss) on investments 219 (1) (34) - (58)
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Liquidity and Capital Resources
During 1996, the Partnership held short-term securities with maturities
typically ranging from 30 days to 90 days. At December 31, 1996, the Partnership
had no short-term investments but had $900,000 in an interest-bearing cash
account. The Partnership earned $56,000, $37,000 and $53,000 of interest from
its short-term securities and interest-bearing cash balances for the years ended
December 31, 1996, 1995 and 1994, 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 1996, the Partnership invested $1 million in two existing portfolio
companies. From its inception to December 31, 1996, the Partnership had invested
$10.5 million, in nine venture capital investments. The Partnership has fully
invested its original net proceeds and will not make additional investments in
new portfolio companies. However, the Partnership will make additional follow-on
investments in existing portfolio companies when required.
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 year ended December 31, 1996, the Partnership had a net realized gain
from operations of $2.6 million. For the years ended December 31, 1995 and 1994,
the Partnership had a net realized loss from operations of $331,900 and
$679,100, respectively. Net realized gain or loss from operations is comprised
of (1) net realized gain or loss 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, 1996, the Partnership had a net realized gain from its portfolio
investments of $2.9 million. In May 1996, the Partnership sold its remaining
21,673 shares of Cincinnati Bell Inc. common stock in the public market for $1.1
million, realizing a gain of $657,100. In March 1996, EIS International, Inc., a
public company, completed its merger with Cybernetics Systems International,
Inc. In connection with the merger, the Partnership exchanged its Cybernetics
holdings for $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 were placed in escrow, the release of which is contingent upon certain
events and is currently in arbitration to resolve a claim set forth by EIS
International. The Partnership recognized a $2.2 million realized gain in
connection with this transaction.
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, along with other
former owners of Eidetics, sold its Eidetics holdings 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, 1996, the Partnership had received additional payments totaling
$103,300 relating to the Eidetics buyout.
Investment Income and Expenses - Net investment loss for the years ended
December 31, 1996, 1995 and 1994 was $256,800, $318,300 and $294,900,
respectively. The $61,500 decrease in net investment loss for 1996 compared to
1995 includes a $40,700 increase in investment income and a $20,800 decrease in
operating expenses. The increase in investment income includes a $19,700
increase in interest earned from short-term investments and a $21,000 increase
in interest and dividend income from portfolio investments. The increase in
interest from short-term investments was due to an increase in funds available
to invest in such securities for 1996 compared to 1995. The increase in interest
and dividend income from portfolio investments for 1996 compared to 1995
primarily resulted from an increase in interest bearing securities in Spectrix
Corporation and Inn-Room Systems, Inc. during 1996.
The $23,400 increase in net investment loss for 1995 compared to 1994 primarily
resulted from a $16,600 decrease in interest earned from short-term investments
and a $9,200 decrease in interest and dividend income from portfolio
investments. Operating expenses remained relatively flat from 1995 to 1994 with
a $9,500 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.
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, 1996, 1995 and 1994 was $223,800, $224,000 and $226,000,
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, 1996, the Partnership had a $1.6
million net unrealized loss primarily resulting from the downward revaluation of
its investment in EIS International, Inc. Additionally during 1996, $2.8 million
of net unrealized gain was transferred to realized gain relating to investments
sold during 1996, as discussed above. The $1.6 million net unrealized loss
combined with the $2.8 million transfer from unrealized gain to realized gain
resulted in a $4.4 million increase in net unrealized depreciation of
investments for 1996.
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 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.
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, 1996, the Partnership had a net decrease in net assets resulting
from operations of $1.8 million. 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 year ended December 31, 1994 the Partnership had a net decrease
in net assets resulting from operations of $500,000.
At December 31, 1996, the Partnership's net assets were $9.0 million, down $1.8
million from $10.8 million at December 31, 1995. The $1.8 million decrease was
comprised of the $4.4 million increase in unrealized depreciation of investments
offset by the $2.6 million net realized gain from operations for 1996.
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.
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, 1996, 1995 and 1994 was $790, $920 and $744,
respectively.
Item 8. Financial Statements and Supplementary Data.
WESTFORD TECHNOLOGY VENTURES, L.P.
INDEX
Report of Independent Certified Public Accountants - BDO Seidman, LLP
Balance Sheets as of December 31, 1996 and 1995
Schedule of Portfolio Investments as of December 31, 1996
Schedule of Portfolio Investments as of December 31, 1995
Statements of Operations for the years ended December 31, 1996, 1995 and 1994
Statements of Cash Flows for the years ended December 31, 1996, 1995 and 1994
Statements of Changes in Partners' Capital for the years ended December 31,
1994, 1995 and 1996
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
The Partners
Westford Technology Ventures, L.P.
Newark, New Jersey
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, 1996 and 1995, and the related statements of operations, changes in
partners' capital, and cash flows for each of the three years in the period
ended December 31, 1996. 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the financial
statements. 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, 1996 and 1995, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1996 in
conformity with generally accepted accounting principles.
As explained in Note 2, the financial statements include investments valued at
$7,948,265 and $9,324,704, at December 31, 1996 and 1995, respectively,
representing 88% and 87% 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 or value of such
investments and have inspected underlying documentation and, in the
circumstances, we believe the procedures are reasonable and the documentation
appropriate. However, 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, LLP
New York, New York
March 24, 1997
WESTFORD TECHNOLOGY VENTURES, L.P.
BALANCE SHEETS
December 31,
1996 1995
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ASSETS
Investments - Note 2
Portfolio investments, at fair value (cost $9,928,421 at
December 31, 1996 and $7,615,357 at December 31, 1995) $ 7,948,265 $ 10,063,211
Short-term investments, at amortized cost - Note 6 - 349,553
Cash and cash equivalents 900,186 206,504
Cash held in escrow 32,985
Receivable from securities sold (net of unamortized discount of
$85,029 at December 31, 1996 and $96,957 at December 31, 1995) 160,642 195,724
Accrued interest receivable 34,854 1,546
--------------- -----------------
TOTAL ASSETS $ 9,076,932 $ 10,816,538
=============== =================
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable $ 53,337 $ 31,259
Due to Independent General Partners - Note 5 10,500 10,500
--------------- -----------------
Total Liabilities 63,837 41,759
--------------- -----------------
Partners' Capital:
Managing General Partner 559,134 82,416
Individual General Partners 3,674 2,893
Limited Partners (11,217 Units) 10,430,443 8,241,616
Unallocated net unrealized appreciation (depreciation) of
investments - Note 2 (1,980,156) 2,447,854
--------------- -----------------
Total Partners' Capital 9,013,095 10,774,779
--------------- -----------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 9,076,932 $ 10,816,538
=============== =================
See notes to financial statements.
WESTFORD TECHNOLOGY VENTURES, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 1996
Initial Investment
Company / Position Date Cost Fair Value
EIS International, Inc.(A)(B)
189,585 shares of Common Stock Mar. 1990 $ 2,505,841 $ 1,308,137
16,682 shares of Common Stock, held in escrow 220,494 115,105
Warrants to purchase 29,015 shares of Common Stock
at $1.41 per share, expiring between 12/31/98 and 3/23/00 438,469 209,439
- -------------------------------------------------------------------------------------------------------------------------------
Inn-Room Systems, Inc. *(C)
1,342,491 shares of Common Stock Oct. 1989 1,243,686 671,253
Demand Promissory Note at 1% plus prime due 12/31/97 105,000 105,000
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*(D)
742,304 shares of Preferred Stock June 1989 3,511,351 2,041,335
274,862 shares of Common Stock 142,681 755,871
Demand Promissory Notes at 8% 897,500 897,500
Warrants to purchase 424,394 shares of Common Stock
at $.50 per share, expiring between 12/31/97 and 4/30/03 0 954,887
Warrants to purchase 50,000 shares of Common Stock at
$4.00 per share, expiring 12/2/99 and 2/1/00 0 0
- -------------------------------------------------------------------------------------------------------------------------------
Thunderbird Technologies, Inc.
788,796 shares of Preferred Stock Oct. 1992 788,796 788,796
- -------------------------------------------------------------------------------------------------------------------------------
TOTALS(E) $ 9,928,421 $ 7,948,265
=================================
(A) public company
(B) In March 1996, EIS International, Inc., a public company, completed its
merger with Cybernetics Systems International, Inc. In exchange for its
Cybernetics holdings, the Partnership received $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 and is
currently in arbitration to resolve a claim set forth by EIS International.
(C) In January 1996, the Partnership completed a $35,000 follow-on investment in
Inn-Room Systems, Inc., acquiring 1% plus prime demand promissory note due
12/31/96. In January 1997, the Partnership agreed to aggregate the three
Inn-Room Systems $35,000 promissory notes, converting them into a $105,000
1% plus prime demand promissory note due 12/31/97.
(D) During 1996, the Partnership completed follow-on investments in Spectrix
Corporation totaling $997,500, acquiring a series of promissory demand
notes. Spectrix repaid $100,000 of such notes to the Partnership in 1996. In
connection with an equity financing completed by Spectrix during 1996, the
Partnership received a $1.00 reduction, from $5.00 to $4.00, in the strike
price of its warrants to purchase 50,000 shares of the company's common
stock. Additionally, in December 1996, the Partnership's option to purchase
5,000 shares of Spectrix expired unexercised, resulting in a realized loss
of $6,875.
(E) In May 1996, the Partnership sold its remaining 21,673 common shares
of Cincinnati Bell Inc. for $1,082,314, realizing
a gain of $657,115.
* 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, 1995
Initial Investment
Company / Position Date Cost Fair Value
Cincinnati Bell Inc.(A)
21,673 shares of Common Stock Nov. 1989 $ 425,199 $ 738,507
- -------------------------------------------------------------------------------------------------------------------------------
Cybernetics Systems International Corp.*
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.
788,796 shares of Preferred Stock Oct. 1992 788,796 788,796
- -------------------------------------------------------------------------------------------------------------------------------
TOTALS $ 7,615,357 $ 10,063,211
=================================
(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,
1996 1995 1994
--------------- -------------- --------
INVESTMENT INCOME AND EXPENSES
Income:
Interest from short-term investments $ 56,377 $ 36,711 $ 53,353
Interest and dividend income from portfolio investments 53,141 32,112 41,290
--------------- -------------- -------------
Total investment income 109,518 68,823 94,643
--------------- -------------- -------------
Expenses:
Management fee - Note 4 223,784 224,013 225,976
Professional fees 69,151 97,948 107,406
Independent General Partners' fees - Note 5 42,000 42,000 42,000
Mailing and printing 30,250 22,155 13,181
Miscellaneous 1,130 1,000 1,000
--------------- -------------- -------------
Total expenses 366,315 387,116 389,563
--------------- -------------- -------------
NET INVESTMENT LOSS (256,797) (318,293) (294,920)
Net realized gain (loss) from portfolio investments 2,923,123 (13,589) (384,213)
--------------- -------------- --------------
NET REALIZED GAIN (LOSS) FROM OPERATIONS
(allocable to Partners) - Note 3 2,666,326 (331,882) (679,133)
Net change in unrealized appreciation (depreciation)
of investments (4,428,010) 2,674,488 179,578
--------------- -------------- -------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $ (1,761,684) $ 2,342,606 $ (499,555)
=============== ============== =============
See notes to financial statements.
WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENTS OF CASH FLOWS
For the Years Ended December 31,
1996 1995 1994
------------- -------------- ----------
CASH FLOWS USED FOR OPERATING ACTIVITIES
Net investment loss $ (256,797) $ (318,293) $ (294,920)
Adjustments to reconcile net investment loss to cash used for operating
activities:
Decrease (increase) in accrued interest on short-term
investments 1,395 (1,147) 6,015
(Increase) decrease in accrued interest and other receivables (35,480) 9,227 26,977
Increase (decrease) in payables 22,078 3,116 (10,826)
------------- -------------- ---------------
Cash used for operating activities (268,804) (307,097) (272,754)
------------- -------------- ---------------
CASH PROVIDED FROM (USED FOR) INVESTING
ACTIVITIES
Net proceeds from sale and maturity of short-term investments 348,158 149,363 1,243,877
Cost of portfolio investments purchased (1,032,500) (336,496) (1,463,907)
Proceeds from the sale of portfolio investments 1,646,828 419,393 29,735
------------- -------------- ---------------
Cash provided from (used for) investing activities 962,486 232,260 (190,295)
------------- -------------- ---------------
Increase (decrease) in cash and cash equivalents 693,682 (74,837) (463,049)
Cash and cash equivalents at beginning of period 206,504 281,341 744,390
------------- -------------- ---------------
CASH AND CASH EQUIVALENTS AT END
OF PERIOD $ 900,186 $ 206,504 $ 281,341
============= ============== ===============
Supplemental disclosure of non-cash investing and
financing activities:
Proceeds from sale of Cybernetics - EIS stock $ 3,164,804 $ - $ -
Proceeds from sale of Cybernetics - cash held in escrow $ 32,985 $ - $ -
See notes to financial statements.
WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
For the Years Ended December 31, 1994, 1995 and 1996
Unallocated
Net Unrealized
Managing Individual Appreciation
General General Limited (Depreciation)
Partner Partners Partners of Investments Total
Balance at December 31, 1993 $ 92,423 $ 3,250 $ 9,242,267 $ (406,212) $ 8,931,728
Net investment loss (2,919) (104) (291,897) - (294,920)
Net realized loss from
portfolio investments (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 (3,151) (112) (315,030) - (318,293)
Net realized loss from
portfolio investments (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
Net investment income (loss) 7,981 (94) (264,684) - (256,797)
Net realized gain from
portfolio investments 468,737 875 2,453,511 - 2,923,123
Net change in unrealized
depreciation of investments - - - (4,428,010) (4,428,010)
------------ ---------- -------------- -------------- ---------------
Balance at December 31, 1996 $ 559,134 $ 3,674 $ 10,430,443(A) $ (1,980,156) $ 9,013,095
============ ========== ============== ============== ===============
(A) The net asset value per unit of limited partnership interest, including an
assumed allocation of net unrealized appreciation (depreciation) of
investments, was $790, $920 and $744 at December 31, 1996, 1995 and 1994,
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 closing public market price for the last trading
day 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.
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.
WESTFORD TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS
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 depreciation of $2
million at December 31, 1996, which was recorded for financial statement
purposes, was not recognized for tax purposes. From inception to December 31,
1996, timing differences relating to net realized gains totaling $984,700 have
been recorded on the Partnership's financial statements but have not yet been
recorded on the Partnership's tax return. Additionally, syndication costs
relating to the selling of Units totaling $1.2 million were charged to partners'
capital on the financial statements but have not been deducted or charged
against partners' capital for tax purposes.
Cash Equivalents - The Partnership considers all highly liquid debt instruments
(primarily money market funds) to be cash equivalents.
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 four
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.
6. Short-Term Investments
At December 31, 1996, the Partnership had no short-term investments. At December
31, 1995, the Partnership had investments in commercial paper as detailed below,
which because of its short-term nature approximates fair value.
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
============ ============ ============
WESTFORD TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS
7. Classification of Portfolio Investments
The Partnership's investments were categorized as follows:
As of December 31, 1996: Percentage of
Type of Investments Cost Fair Value Net Assets*
- ------------------- --------------- --------------- -----------
Preferred Stock $ 4,300,147 $ 2,830,132 31.40%
Common Stock 4,625,774 4,115,633 45.67%
Debt Securities 1,002,500 1,002,500 11.12%
--------------- --------------- ------
Total $ 9,928,421 $ 7,948,265 88.19%
=============== =============== ======
Country/Geographic Region
Midwestern U.S. $ 5,974,821 $ 5,526,788 61.32%
Eastern U.S. 3,953,600 2,421,477 26.87%
--------------- --------------- ------
Total $ 9,928,421 $ 7,948,265 88.19%
=============== =============== ======
Industry
Wireless Communications $ 4,551,532 $ 4,649,594 51.59%
Computer Software 3,164,804 1,632,681 18.11%
Vending Equipment 1,423,289 877,194 9.73%
Semiconductors 788,796 788,796 8.76%
--------------- --------------- -------
Total $ 9,928,421 $ 7,948,265 88.19%
=============== =============== ======
As of December 31, 1995:
Type of Investments
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.
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 21, 1997, the directors and executive officers
of the Management Company are:
Name and Age Position Held Director Since
Jeffrey T. Hamilton (59) President, Secretary and September 3, 1987
Chairman of the Board of Directors
Louise M. Hamilton (56) Director August 23, 1991
Susan J. Trammell (42) Treasurer and 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 21, 1997, 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 13 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
Balance Sheets as of December 31, 1996 and 1995
Schedule of Portfolio Investments as of December 31, 1996
Schedule of Portfolio Investments as of December 31, 1995
Statements of Operations for the years ended December 31,
1996, 1995 and 1994
Statements of Cash Flows for the years ended December 31,
1996, 1995 and 1994
Statements of Changes in Partners' Capital for the years ended
December 31, 1994, 1995 and 1996
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 31st day of March
1997.
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.