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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
For the Fiscal Year Ended December 31, 1999
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
Commission file number 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: (973) 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
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(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]
As of March 15, 2000, 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 2000 Annual Meeting
of the Limited Partners of the Registrant, to be held on June 28, 2000 (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
no later than 120 days after the close of the fiscal year ended December 31,
1999.
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, comprised of $11,217,000 from the Limited Partners, $112,170 from
the Managing General Partner and $4,000 from the Individual General Partners.
The Partnership's originally scheduled termination date was December 31, 1998.
In October 1998, the Individual General Partners voted to extend the term of the
Partnership for an additional two-year period. The Partnership is now scheduled
to terminate no later than December 31, 2000. However, the Individual General
Partners have the right to extend the term of the Partnership for an additional
two-year period if they determine that such extension is in the best interest of
the Partnership.
Portfolio Investments
From its inception to December 31, 1999, the Partnership made investments in
eight companies at an aggregate cost of $14,634,449, including non-cash
investments totaling $3,639,405. The Partnership has fully invested its original
net proceeds and will not make additional investments in new portfolio
companies. However, the Partnership may make additional follow-on investments in
existing portfolio companies, if required. Portfolio investments made during
1999 and other events affecting the Partnership's portfolio investments during
the year are listed below.
o In connection with a capital restructuring of Spectrix Corporation
completed in March 1999, the Partnership exercised its warrant to
purchase 424,394 common shares of Spectrix at $0.50 per share. Such
shares were purchased through the reduction of $212,197 of the
principal balance of certain promissory notes due from the company. The
remaining principal due on such promissory notes totaling $1,285,303
along with accrued interest of $249,566 was exchanged for 1,534,869
shares of Spectrix Series B preferred stock. Finally, the Partnership
exchanged its previously held shares of preferred stock, on a one for
one basis, for new Series A and Series B preferred stock of Spectrix.
o During 1999, the Partnership completed follow-on investments in
Thunderbird Technologies, Inc. totaling $60,000, acquiring
interest-bearing demand promissory notes at prime.
o The Partnership agreed to extend the demand promissory note due
from Inn-Room Systems, Inc. from December 31, 1999 to
December 31, 2000.
As of December 31, 1999, the Partnership had active investments in four
portfolio companies with an aggregate cost of $10,769,780 and a fair value of
$5,550,221. As of December 31, 1999, the Partnership had fully or partially
liquidated investments with an aggregate cost of $3,864,669. These liquidated
investments returned $5,543,916, resulting in a cumulative net realized gain of
$1,679,247. Additionally, from its inception to December 31, 1999, the
Partnership had earned $762,887 of interest and dividend income from its
portfolio investments. As a result, from its inception to December 31, 1999, the
Partnership had a cumulative net realized gain from its portfolio investments of
$2,442,134.
Subsequent to the end of the year, in January 2000, SER Systems AG completed its
acquisition of EIS International, Inc. at $6.25 per share. The Partnership
received $1,429,263 for its EIS shares, compared to a fair value of $1,322,056
as of December 31, 1999.
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. However, as discussed above, the Partnership will not make
investments in any new portfolio companies.
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 is responsible
for the management and administrative services necessary for the operation of
the Partnership, including managing the Partnership's idle cash balances which
are invested in short-term securities.
Item 2. Properties.
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The Partnership does not own or lease physical properties.
Item 3. Legal Proceedings.
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The Partnership is not a party to any material pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
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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.
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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. Transfers of Units are subject to certain restrictions pursuant to
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 15, 2000 is 1,623. 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 during the
three year period ended December 31, 1999 and has not made any cash
distributions to Partners since the inception of the Partnership.
Item 6. Selected Financial Data.
-----------------------
($ in thousands, except for per unit information)
Years Ended December 31,
1999 1998 1997 1996 1995
--------- --------- --------- -------- -------
Total assets $ 5,594 $ 5,397 $ 6,655 $ 9,077 $ 10,817
Net assets 4,935 5,054 6,578 9,013 10,775
Net unrealized (depreciation) appreciation
of portfolio investments (5,220) (5,421) (4,162) (1,980) 2,448
Net investment loss (273) (197) (222) (257) (318)
Net realized (loss) gain from portfolio
investments (46) (68) (32) 2,923 (14)
Change in unrealized depreciation or
appreciation of investments 201 (1,259) (2,181) (4,428) 2,674
(Decrease) increase in net assets from operations (119) (1,524) (2,435) (1,762) 2,343
PER UNIT OF LIMITED PARTNERSHIP INTEREST:
Net asset value, including net unrealized
appreciation or depreciation of investments $ 435 $ 446 $ 580 $ 790 $ 920
Net investment loss (25) (20) (22) (24) (28)
Net realized (loss) gain from portfolio
investments (3) (5) (2) 219 (1)
Change in unrealized depreciation or
appreciation of investments 17 (109) (186) (325) 205
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
------------------------------------------------------------------------
Liquidity and Capital Resources
As of December 31, 1999, the Partnership had $603 in an interest-bearing cash
account. Interest earned on such cash balances and other short-term investments
for the years ended December 31, 1999, 1998 and 1997 totaled $187, $415 and
$11,692, respectively. Interest earned from cash balances and short-term
investments in future periods is subject to fluctuations in short-term interest
rates and changes in cash balances and amounts available for investment in
short-term securities.
The Partnership has fully invested the net proceeds received from the offering
of Units and will not make additional investments in new portfolio companies.
However, the Partnership may make additional follow-on investments in existing
portfolio companies, if required. During 1999, the Partnership completed
follow-on investments totaling $60,000 in Inn-Room Systems, Inc.
As of December 31, 1999, the Partnership's current liabilities exceeded its cash
balance by approximately $658,000. Such current liabilities as of December 31,
1999 include $540,304 due to the Management Company. Funds needed to cover
current liabilities, future follow-on investments, if any, and operating
expenses are expected to be obtained primarily from proceeds from the sale of
the Partnership's remaining portfolio investments. As a result of the current
cash shortage, payments to the Managing General Partner and Independent General
Partners have been temporarily suspended.
In January 2000, SER Systems AG completed its acquisition of EIS International,
Inc. at $6.25 per share. The Partnership received $1,429,623 from the sales of
its EIS shares in January 2000. A portion of the cash proceeds received from the
sale of EIS shares will be used to pay the Partnership's current liabilities,
including the amount due to the Management Company.
The Partnership's originally scheduled termination date was December 31, 1998.
In October 1998, the Individual General Partners voted to extend the term of the
Partnership for an additional two-year period. The Partnership is now scheduled
to terminate no later than December 31, 2000. However, the Individual General
Partners have the right to extend the term of the Partnership for an additional
two-year period if they determine that such extension is in the best interest of
the Partnership.
Results of Operations
For the years ended December 31, 1999, 1998 and 1997 the Partnership had a net
realized loss from operations of $319,698, $264,993 and $253,578, respectively.
Net realized gain or loss from operations is comprised of (i) net realized gain
or loss from portfolio investments and (ii) 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, 1999, the Partnership had a net realized loss of $46,223 resulting
from the write-off of the remaining receivable balance due from the 1994 sale of
Eidetics Incorporated. Eidetics Incorporated was sold in 1994 in a management
buyout for a $4,190 cash down payment and potential future payments determined
by the actual cash receipts of the acquiring company for five years from the
buyout date. In 1994, the Partnership recorded a $250,597 receivable related to
such expected future payments. At the end of the five year period actual cash
payments received against the receivable balance totaled $204,374. The
Partnership also received interest payments totaling $72,965 over the five year
period.
For the year ended December 31, 1998, the Partnership had a net realized loss
from its portfolio investments of $68,190, resulting from the sale of 6,600
common shares of EIS International, Inc. in June 1998. Such shares were sold for
$40,832 compared to a cost of $109,022.
For the year ended December 31, 1997, the Partnership had a net realized loss
from its portfolio investments of $31,655, relating to the final escrow payment
received, during 1997, in connection with the 1996 merger of EIS International,
Inc. with Cybernetics Systems, Inc. In June 1997, the Partnership received
16,682 common shares of EIS, representing 100% of the shares previously held in
escrow. However, in connection with a settlement agreement among EIS and the
former Cybernetics shareholders, the Partnership received $1,320, representing
only a portion of the $32,985 cash balance previously held in escrow, resulting
in the $31,655 realized loss for 1997.
Investment Income and Expenses - Net investment loss for the years ended
December 31, 1999, 1998 and 1997 was $273,475, $196,803 and $221,913,
respectively.
The $76,672 unfavorable change in net investment loss for 1999 compared to 1998,
is comprised of a $152,447 decrease in investment income offset by a $75,775
reduction in operating expenses. The decrease in investment income primarily
resulted from the reduced interest income related to promissory notes due from
Spectrix Corporation which were exchanged for additional equity holdings of the
company in March 1999. The decrease in expenses for 1999 was due to the reduced
management fees, as discussed below, as well as a reduction in Independent
General Partner's fees, reflecting the reduced annual fee paid to each
Independent General Partner from $10,000 to $5,000 effective as of January 1,
1999.
The $25,110 favorable change in net investment loss for 1998 compared to 1997
resulted from an $18,520 increase in investment income and a $6,590 decrease in
operating expenses. The increase in investment income for 1998 is comprised of a
$29,797 increase in income from portfolio investments partially offset by an
$11,277 decrease in interest from short-term investments. The increase in income
from portfolio investments primarily resulted from the additional promissory
notes of Spectrix Corporation held by the Partnership during 1998 as compared to
1997. The decrease in interest from short-term investments during 1998 as
compared to 1997 primarily was due to a reduction of funds available for
investment in such securities during 1998. The decrease in operating expenses
for 1998 as compared to 1997 primarily resulted from a decline in professional
fees of $9,006, primarily attributable to an unfavorable accrual adjustment made
during the first quarter of 1997. This decrease was partially offset by a $5,939
increase in mailing and printing expenses primarily due to additional charges
related to the proxy tabulation for the Partnership's 1998 Annual Meeting of
Limited Partners.
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, 1999, 1998 and 1997 was $200,000, $222,302 and $223,586,
respectively. The Management Company voluntarily agreed to reduce the management
fee payable by the Partnership to the minimum annual fee of $200,000 effective
as of January 1, 1999. 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 primarily are obtained from interest
received from short-term investments, income earned from portfolio investments
and proceeds received from the sale of portfolio investments.
Unrealized Gains and Losses and Changes in Unrealized Depreciation or
Appreciation of Portfolio Investments - For the year ended December 31, 1999,
the Partnership had $201,080 favorable net change in unrealized depreciation of
investments, resulting from a $921,862 upward revaluation its investment in EIS
International, Inc. and a $720,782 downward revaluation of its investment in
Spectrix Corporation during 1999.
For the year ended December 31, 1998, the Partnership had a $1,259,082
unfavorable net change in unrealized depreciation of investments, primarily
resulting from a $1,312,829 net downward revaluation of its investment in EIS
International, Inc. and Inn-Room Systems, Inc. during 1998. Partially offsetting
this unfavorable change was a $53,747 transfer from unrealized loss to realized
loss resulting from the sale of 6,600 common shares of EIS, as discussed above.
For the year ended December 31, 1997, the Partnership had a $2,181,401
unfavorable net change in unrealized depreciation of investments from the net
downward revaluation of its investments in EIS International, Inc. and Spectrix
Corporation during 1997.
Net Assets - Changes in 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. As of December 31, 1999,
the Partnership's net assets were $4,935,423, reflecting a decrease of $118,618
from net assets of $5,054,041 as of December 31, 1998. This decline reflects the
decrease in net assets resulting from operations, comprised of the $201,080
favorable change in net unrealized deprecation of investments offset by the
$319,698 net realized loss from operations for 1999.
As of December 31, 1998, the Partnership's net assets were $5,054,041,
reflecting a decrease of $1,524,075 from net assets of $6,578,116 as of December
31, 1997. This decline reflects the decrease in net assets resulting from
operations, comprised of the $1,259,082 unfavorable change in net unrealized
depreciation and the $264,993 net realized loss from operations for 1998.
As of December 31, 1997, the Partnership's net assets were $6,578,116,
reflecting a decrease of $2,434,979 from net assets of $9,013,095 as of December
31, 1996. This decline reflects the decrease in net assets resulting from
operations, comprised of the $2,181,401 unfavorable change in net unrealized
depreciation and the $253,578 net realized loss from operations for 1997.
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 as of December 31, 1999, 1998 and 1997 was $435, $446, and $580,
respectively.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
The Partnership is subject to market risk arising from changes in the value of
its portfolio investments, short-term investments and interest-bearing cash
equivalents, which may result from fluctuations in interest rates and equity
prices. The Partnership has calculated its market risk related to its holdings
of these investments based on changes in interest rates and equity prices
utilizing a sensitivity analysis. The sensitivity analysis estimates the
hypothetical change in fair values, cash flows and earnings based on an assumed
10% change (increase or decrease) in interest rates and equity prices. To
perform the sensitivity analysis, the assumed 10% change is applied to market
rates and prices on investments held by the Partnership at the end of the
accounting period.
The Partnership's portfolio investments had an aggregate fair value of
$5,550,221 as of December 31, 1999. An assumed 10% decline from this December
31, 1999 fair value, including an assumed 10% decline of the per share market
prices of the Partnership's publicly-traded securities, would result in a
reduction to the fair value of such investments and an unrealized loss of
$555,022.
The Partnership had no short-term investments as of December 31, 1999. Market
risk relating to the Partnership's interest-bearing cash equivalents held as of
December 31, 1999 is considered to be immaterial.
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, 1999 and 1998
Schedule of Portfolio Investments as of December 31, 1999
Schedule of Portfolio Investments as of December 31, 1998
Statements of Operations for the years ended December 31, 1999, 1998 and 1997
Statements of Cash Flows for the years ended December 31, 1999, 1998 and 1997
Statements of Changes in Partners' Capital for the years ended December 31,
1997, 1998 and 1999
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, 1999 and 1998, 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, 1999. 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, 1999 and 1998, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1999 in
conformity with generally accepted accounting principles.
As explained in Note 2, the financial statements include investments valued at
$4,228,165 and $4,639,381, at December 31, 1999 and 1998, respectively,
representing 86% and 92% 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, 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 22, 2000
WESTFORD TECHNOLOGY VENTURES, L.P.
BALANCE SHEETS
December 31,
1999 1998
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ASSETS
Portfolio investments, at fair value (cost of $10,769,780 as of
December 31, 1999 and $10,460,214 as of December 31, 1998) $ 5,550,221 $ 5,039,575
Cash and cash equivalents 603 7,998
Receivable from securities sold (net of unamortized discount of
$30,493 as of December 31, 1998) - 70,275
Accrued interest receivable 43,048 279,498
--------------- ----------------
TOTAL ASSETS $ 5,593,872 $ 5,397,346
=============== ================
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable and accrued expenses $ 35,645 $ 39,501
Due to Management Company 540,304 251,304
Due to Independent General Partners 82,500 52,500
--------------- ----------------
Total liabilities 658,449 343,305
--------------- ----------------
Partners' Capital:
Managing General Partner 584,100 593,816
Individual General Partners 3,367 3,477
Limited Partners (11,217 Units) 9,567,515 9,877,387
Unallocated net unrealized depreciation of investments (5,219,559) (5,420,639)
--------------- ----------------
Total partners' capital 4,935,423 5,054,041
--------------- ----------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 5,593,872 $ 5,397,346
=============== ================
See notes to financial statements.
WESTFORD TECHNOLOGY VENTURES, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 1999
Initial Investment
Investment Description Date Cost Fair Value
EIS International, Inc. (A)(B)
Systems for call center telephone operators
228,682 shares of Common Stock Mar. 1990 $ 3,096,597 $ 1,322,056
- --------------------------------------------------------------------------------------------------------------------------------
Inn-Room Systems, Inc.* (C)
Automated, in-room vending units for the lodging industry
1,548,494 shares of Common Stock Oct. 1989 1,320,349 300,000
Demand Promissory Note at prime plus 1% due 12/31/99 102,940 102,940
---------------- ---------------
1,423,289 402,940
- --------------------------------------------------------------------------------------------------------------------------------
Spectrix Corporation*(D)
Infrared data transfer technology for networks
60,547 shares of Series A Preferred Stock June 1989 784,319 60,547
2,216,626 shares of Series B Preferred Stock 4,261,901 2,216,626
699,256 shares of Common Stock 354,878 699,256
Warrants to purchase 50,000 shares of Common Stock at
$4.00 per share, expiring 04/30/03 0 0
---------------- ---------------
5,401,098 2,976,429
- --------------------------------------------------------------------------------------------------------------------------------
Thunderbird Technologies, Inc.
Designer of high performance, low power integrated
circuit products
788,796 shares of Series A Preferred Stock Oct. 1992 788,796 788,796
Demand Promissory Notes at prime 60,000 60,000
---------------- ---------------
848,796 848,796
- --------------------------------------------------------------------------------------------------------------------------------
TOTAL PORTFOLIO INVESTMENTS $ 10,769,780 $ 5,550,221
================ ===============
(A) Public company
(B) In January 2000, SER Systems AG completed its acquisition of EIS
International, Inc. at $6.25 per share. The Partnership received $1,429,623
for its EIS shares, which will result in a realized loss of $1,667,334 for
the first quarter of 2000.
(C) The Partnership agreed to extend the Demand Promissory Note due from
Inn-Room Systems, Inc. to December 31, 2000.
(D) In connection with a capital restructuring of Spectrix Corporation completed
in March 1999, the Partnership exercised its warrant to purchase 424,394
common shares of Spectrix at $0.50 per share. Such shares were purchased
through the reduction of $212,197 of the principal balance of certain
promissory notes due from the company. The remaining principal due on such
promissory notes totaling $1,285,303 along with accrued interest of $249,566
was exchanged for 1,534,869 shares of Spectrix Series B preferred stock.
Finally, the Partnership exchanged its previously held shares of preferred
stock, on a one for one basis, for new Series A and Series B preferred stock
of Spectrix.
* May be deemed an affiliated person of the Partnership as defined by the
Investment Company Act of 1940.
See notes to financial statements.
WESTFORD TECHNOLOGY VENTURES, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 1998
Initial Investment
Investment Description Date Cost Fair Value
EIS International, Inc.(A)
Systems for call center telephone operators
228,682 shares of Common Stock Mar. 1990 $ 3,096,597 $ 400,194
- --------------------------------------------------------------------------------------------------------------------------------
Inn-Room Systems, Inc.*
Automated, in-room vending units for the lodging industry
1,548,494 shares of Common Stock Oct. 1989 1,320,349 300,000
Demand Promissory Note at prime plus 1% due 12/31/99 102,940 102,940
---------------- ---------------
1,423,289 402,940
- --------------------------------------------------------------------------------------------------------------------------------
Spectrix Corporation*
Infrared data transfer technology for networks
742,304 shares of Preferred Stock June 1989 3,511,351 1,113,458
274,862 shares of Common Stock 142,681 412,293
Demand Promissory Notes at 8% 1,497,500 1,497,500
Warrants to purchase 424,394 shares of Common Stock
at $.50 per share, expiring between 12/31/99 and 4/30/03 0 424,394
Warrants to purchase 50,000 shares of Common Stock at
$4.00 per share, expiring 04/30/03 0 0
---------------- ---------------
5,151,532 3,447,645
- --------------------------------------------------------------------------------------------------------------------------------
Thunderbird Technologies, Inc.
Designer of high performance, low power integrated
circuit products
788,796 shares of Preferred Stock Oct. 1992 788,796 788,796
- --------------------------------------------------------------------------------------------------------------------------------
TOTAL PORTFOLIO INVESTMENTS $ 10,460,214 $ 5,039,575
================ ===============
(A) Public company
* May be deemed an affiliated person of the Partnership as defined by 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,
1999 1998 1997
------------- -------------- --------
INVESTMENT INCOME AND EXPENSES
Income:
Interest from short-term investments $ 187 $ 415 $ 11,692
Interest and other income from portfolio investments 13,140 165,359 135,562
------------- --------------- ---------------
Total investment income 13,327 165,774 147,254
------------- --------------- ---------------
Expenses:
Management fee 200,000 222,302 223,586
Professional fees 28,485 65,024 74,030
Independent General Partners' fees 30,000 42,000 42,000
Mailing and printing 21,615 24,901 18,962
Custody fees 6,000 6,225 6,300
Other expenses 702 2,125 4,289
------------- --------------- ---------------
Total expenses 286,802 362,577 369,167
------------- --------------- ---------------
NET INVESTMENT LOSS (273,475) (196,803) (221,913)
Net realized loss from portfolio investments (46,223) (68,190) (31,665)
------------- --------------- ---------------
NET REALIZED LOSS FROM OPERATIONS (319,698) (264,993) (253,578)
Change in unrealized depreciation of investments 201,080 (1,259,082) (2,181,401)
------------- --------------- ---------------
NET DECREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ (118,618) $ (1,524,075) $ (2,434,979)
============= =============== ===============
See notes to financial statements.
WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENTS OF CASH FLOWS
For the Years Ended December 31,
1999 1998 1997
------------- -------------- ----------
CASH FLOWS USED FOR OPERATING ACTIVITIES
Net investment loss $ (273,475) $ (196,803) $ (221,913)
Adjustments to reconcile net investment loss to cash used for operating
activities:
Increase in accrued interest receivable (3,429) (133,510) (117,371)
Increase in liabilities 315,144 266,316 13,152
------------- -------------- ---------------
Cash used for operating activities 38,240 (63,997) (326,132)
------------- -------------- ---------------
CASH PROVIDED FROM (USED FOR) INVESTING
ACTIVITIES
Cost of portfolio investments purchased (60,000) (40,815) (600,000)
Proceeds from the sale of portfolio investments 14,365 96,749 42,007
------------- -------------- ---------------
Cash (used for) provided from investing activities (45,635) 55,934 (557,993)
------------- -------------- ---------------
(Decrease) increase in cash and cash equivalents (7,395) (8,063) (884,125)
Cash and cash equivalents at beginning of period 7,998 16,061 900,186
------------- -------------- ---------------
CASH AND CASH EQUIVALENTS AT END OF
PERIOD $ 603 $ 7,998 $ 16,061
============= ============== ===============
Supplemental disclosure of non-cash investing and
financing activities:
Purchase of Inn Room Systems, Inc. common stock
through reduction of notes $ - $ 680 $ 1,380
Conversion of accrued interest into cost of portfolio
investment - Spectix Corporation $ 249,566 - -
See notes to financial statements.
WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
For the Years Ended December 31, 1997, 1998 and 1999
Unallocated
Managing Individual Net Unrealized
General General Limited Depreciation
Partner Partners Partners of Investments Total
Balance as of December 31, 1996 $ 559,134 $ 3,674 $ 10,430,443 $ (1,980,156) $ 9,013,095
Net investment loss 24,647 (88) (246,472) - (221,913)
Net realized loss from
portfolio investments (6,584) (9) (25,072) - (31,665)
Change in unrealized
depreciation of investments - - - (2,181,401) (2,181,401)
------------ ---------- --------------- --------------- ---------------
Balance as of December 31, 1997 577,197 3,577 10,158,899(A) (4,161,557) 6,578,116
Net investment loss 30,797 (81) (227,519) - (196,803)
Net realized loss from
portfolio investments (14,178) (19) (53,993) - (68,190)
Change in unrealized
depreciation of investments - - - (1,259,082) (1,259,082)
------------ ---------- --------------- --------------- ---------------
Balance as of December 31, 1998 593,816 3,477 9,877,387(A) (5,420,639) 5,054,041
Net investment loss (105) (97) (273,273) - (273,475)
Net realized loss from portfolio
investments (9,611) (13) (36,599) - (46,223)
Change in unrealized
depreciation of investments - - - 201,080 201,080
------------ ---------- --------------- --------------- ---------------
Balance as of December 31, 1999 $ 584,100 $ 3,367 $ 9,567,515(A) $ (5,219,559) $ 4,935,423
============ ========== ============== ============== ===============
(A) The net asset value per unit of limited partnership interest, including an
assumed allocation of net unrealized depreciation of investments, was $435,
$446 and $580 as of December 31, 1999, 1998 and 1997, 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's originally scheduled termination date
was December 31, 1998. In October 1998, the Individual General Partners voted to
extend the term of the Partnership for an additional two-year period. The
Partnership is now scheduled to terminate no later than December 31, 2000.
However, the Individual General Partners have the right to extend the term of
the Partnership for an additional two-year period, if they determine that such
extension is in the best interest of the Partnership.
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. Publicly-held portfolio securities are valued
at the closing public market price on the valuation date 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 valued at cost until significant
developments affecting the portfolio company provide a basis for change in
valuation. The fair value of private securities is adjusted to reflect 1)
meaningful third-party transactions in the private market or 2) 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
therefore. 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 $5.2
million as of December 31, 1999, was recorded for financial statement purposes
but has not been recognized for tax purposes. Additionally, from inception to
December 31, 1999, other timing differences relating to net realized gains
totaling $1.4 million have been recorded on the Partnership's financial
statements but have not yet been recorded on the Partnership's tax return and
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.
Reclassifications - Certain reclassifications have been made to the prior year's
financial statements to conform with the current year's presentation.
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. The Management Company agreed to reduce
the management fee payable by the Partnership to the minimum annual fee of
$200,000 effective January 1, 1999.
The Management Company also directly provides certain shareholder services and
database management support for the Limited Partners of the Partnership. For
such services, the Management Company had charged the Partnership an additional
fee of $8,500 per quarter through December 31, 1998. This amount was paid to the
Management Company in addition to the regular management fee discussed above.
Effective January 1, 1999, however, the Management Company agreed to provide
such services for no additional fee.
As compensation for services rendered to the Partnership, each of the three
Independent General Partners receives an annual fee in quarterly installments
and $1,000 for each meeting of the Independent General Partners attended, plus
out-of-pocket expenses. The annual fee paid to each Independent General Partner
was reduced from $10,000 to $5,000 effective on January 1, 1999.
WESTFORD TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS
5. Classification of Portfolio Investments
As of December 31, 1999 and 1998 the Partnership's portfolio investments were
categorized as follows:
As of December 31, 1999: Percentage of
- -----------------------
Type of Investments Cost Fair Value Net Assets*
- ------------------- --------------- --------------- -----------
Preferred Stock $ 5,835,016 $ 3,065,969 62.12%
Common Stock 4,771,824 2,321,312 47.04%
Debt Securities 162,940 162,940 3.30%
---------------- -------------- ---------
Total $ 10,769,780 $ 5,550,221 112.46%
================ ============== ========
Country/Geographic Region
Midwestern U.S. $ 6,824,387 $ 3,379,369 68.47%
Eastern U.S. 3,945,393 2,170,852 43.99%
---------------- -------------- --------
Total $ 10,769,780 $ 5,550,221 112.46%
================ ============== ========
Industry
Wireless Communications $ 5,401,098 $ 2,976,429 60.32%
Computer Software 3,096,597 1,322,056 26.78%
Vending Equipment 1,423,289 402,940 8.16%
Semiconductors 848,796 848,796 17.20%
---------------- -------------- --------
Total $ 10,769,780 $ 5,550,221 112.46%
================ ============== ========
As of December 31, 1998: Percentage of
- -----------------------
Type of Investments Cost Fair Value Net Assets*
- ------------------- --------------- --------------- -----------
Preferred Stock $ 4,300,147 $ 1,902,254 37.63%
Common Stock 4,559,627 1,536,881 30.41%
Debt Securities 1,600,440 1,600,440 31.67%
---------------- -------------- ------
Total $ 10,460,214 $ 5,039,575 99.71%
================ ============== ======
Country/Geographic Region
Midwestern U.S. $ 6,574,821 $ 3,850,585 76.18%
Eastern U.S. 3,885,393 1,188,990 23.53%
---------------- -------------- ------
Total $ 10,460,214 $ 5,039,575 99.71%
================ ============== ======
Industry
Wireless Communications $ 5,151,532 $ 3,447,645 68.21%
Computer Software 3,096,597 400,194 7.92%
Vending Equipment 1,423,289 402,940 7.97%
Semiconductors 788,796 788,796 15.61%
---------------- -------------- ------
Total $ 10,460,214 $ 5,039,575 99.71%
================ ============== ======
* Fair value as a percentage of net assets.
6. Subsequent Event
In January 2000, SER Systems AG completed its acquisition of EIS International,
Inc. at $6.25 per share. The Partnership received $1,429,623 for its EIS shares,
which will result in a realized loss of $1,667,334 for the first quarter of
2000.
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 is responsible for the management and administrative
services necessary for the operation of the Partnership pursuant to the
Management Agreement between the Partnership and the Management Company. As of
March 15, 2000, the directors and executive officers of the Management Company
are:
Name and Age Position Held Director Since
Jeffrey T. Hamilton (62) President, Secretary and September 3, 1987
Chairman of the Board of Directors
Louise M. Hamilton (59) Director August 23, 1991
Susan J. Trammell (45) 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 15, 2000, 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, 1999 and 1998
Schedule of Portfolio Investments as of December 31, 1999
Schedule of Portfolio Investments as of December 31, 1998
Statements of Operations for the years ended December 31,
1999, 1998 and 1997
Statements of Cash Flows for the years ended December 31,
1999, 1998 and 1997
Statements of Changes in Partners' Capital for the years
ended December 31, 1997, 1998 and 1999
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 29th day of March
2000.
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.