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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, 2001
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.
- -------------------------------------------------------------------------------
(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
- -------------------------------------------------------------------------------
(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, 2002, 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 2002 Annual Meeting
of the Limited Partners of the Registrant, to be held on June 28, 2002 (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,
2001.
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 35,000 units of limited
partnership interest ("Units") at $1,000 per Unit. The Units were sold through
The Stuart-James Company, Incorporated (the "Selling Agent"). 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 closing 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 totaled $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 November 2000, the Individual General Partners approved the final two-year
extension of the Partnership's term. The Partnership is now scheduled to
terminate no later than December 31, 2002.
Portfolio Investments
During its investment phase, the Partnership made investments in eight portfolio
companies. The aggregate cost of such investments was $14,695,218, including
non-cash investments of $3,639,405. The Partnership will not make investments in
new portfolio companies. However, the Partnership may make additional follow-on
investments in existing portfolio companies, if required. There were no
portfolio liquidations or follow-on investments completed during 2001.
As of December 31, 2001, the Partnership had three active portfolio investments
with an aggregate cost of $7,733,952 and a fair value of $5,553,955. As of
December 31, 2001, the Partnership had liquidated investments with a cumulative
aggregate cost of $6,961,266. These liquidated investments returned $6,973,179,
resulting in a cumulative net realized gain of $11,913. Additionally, from its
inception to December 31, 2001, the Partnership had earned $800,160 of interest
and dividend income from its portfolio investments and portfolio income. From
its inception to December 31, 2001, the Partnership's combined net realized gain
and portfolio income from portfolio investments totaled $812,073.
Competition
During its investment phase, the Partnership encountered 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
result from foreign investors and from large industrial and financial companies
investing directly rather than through venture capital affiliates. However, 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.
----------
The Partnership does not own or lease physical properties.
Item 3. Legal Proceedings.
-----------------
The Partnership is not a party to any 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. 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, 2002 is 1,599. 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, 2001 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,
2001 2000 1999 1998 1997
--------- --------- --------- -------- ----------
Total assets $ 6,124 $ 5,047 $ 5,594 $ 5,397 $ 6,655
Net assets 5,880 4,609 4,935 5,054 6,578
Net unrealized depreciation of investments (2,180) (3,668) (5,220) (5,421) (4,162)
Net investment loss (218) (210) (273) (197) (222)
Net realized loss from investments - (1,667) (46) (68) (32)
Change in unrealized depreciation
of investments 1,488 1,551 201 (1,259) (2,181)
Increase in net assets from operations 1,270 (326) (119) (1,524) (2,435)
Per unit of limited partnership interest:
Net asset value $ 519 $ 407 $ 435 $ 446 $ 580
Net investment loss (20) (19) (25) (20) (22)
Net realized loss from investments - (118) (3) (5) (2)
Change in unrealized depreciation
of investments 132 109 17 (109) (186)
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations Liquidity and Capital Resources
As of December 31, 2001, the Partnership had $489,710 in an interest-bearing
cash account. Interest earned on such cash balances and other short-term
investments for the years ended December 31, 2001, 2000 and 1999 totaled
$12,142, $22,567, and $187 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 investments in new portfolio companies. However, the
Partnership may make additional follow-on investments in existing portfolio
companies, if required.
As of December 31, 2001, the Partnership's current liabilities of $244,940
included $201,304 due to the Management Company. The amount due to the
Management Company represents unpaid management fees. Funds needed to cover
current liabilities, future follow-on investments, if any, and operating
expenses will be obtained from current cash reserves and from proceeds from the
sale of the Partnership's remaining portfolio investments.
In November 2000, the Individual General Partners approved the final two-year
extension of the term of the Partnership. The Partnership is now scheduled to
terminate no later than December 31, 2002.
Results of Operations
For the years ended December 31, 2001, 2000 and 1999 the Partnership had a net
realized loss from operations of $217,970, $1,877,487 and $319,698,
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 - The Partnership had no
realized gains or losses from its portfolio investments for the year ended
December 31, 2001.
For the year ended December 31, 2000, the Partnership had a net realized loss of
$1,667,334 from its portfolio investments. 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, compared to a cost of
$3,096,597, resulting in a realized loss of $1,667,334.
For the year ended December 31, 1999, the Partnership had a net realized loss
from its portfolio investments 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.
Investment Income (Loss) and Expenses - Net investment loss for the years ended
December 31, 2001, 2000 and 1999 was $217,970, $210,153 and $273,475,
respectively.
The $7,817 unfavorable change in net investment loss for 2001 compared to 2000
resulted from a $7,492 decrease in investment income and a $325 increase in
operating expenses. The decrease in investment income for 2001 is comprised of a
$10,425 decrease in interest from short-term investments partially offset by a
$2,933 increase in interest income from portfolio investments. The decrease in
interest from short-term investments primarily resulted from a reduction in
interest rates during 2001 as well as a reduction of the Partnership's idle cash
balances during 2001 as compared to 2000. The increase in interest income from
portfolio investments primarily resulted from the additional promissory note of
Thunderbird Technologies acquired by the Partnership in September 2000. The
small increase in operating expenses for 2001 compared to 2000 resulted from
small increases in professional fees partially offset by small declines in
mailing and printing and other expenses.
The $63,322 favorable change in net investment loss for 2000 compared to 1999
resulted from a $26,410 increase in investment income and a $36,912 decrease in
operating expenses. The increase in investment income for 2000 is comprised of a
$22,380 increase in interest from short-term investments and a 4,030 increase in
interest income from portfolio investments. The increase in interest from
short-term investments primarily resulted from the increased cash balance held
by the Partnership during 2000 as compared to 1999. In January 2000 the
Partnership received $1.4 million from the sale of its remaining shares of EIS.
The increase in interest income from portfolio investments primarily resulted
from additional promissory notes of Thunderbird Technologies held by the
Partnership during 2000 as compared to 1999. The decrease in operating expenses
included a $50,000 decline in the management fee, as discussed below, and a
$15,000 decline in fees paid to the Independent General Partners. Effective on
January 1, 2000, the Independent General Partners voluntary agreed to waive of
all future meeting fees, which were previously paid at $1,000 per meeting.
Reductions due to the management fee and fees paid to the Independent General
Partners were partially offset by increases in other operating expenses,
primarily professional fees and mailing and printing expenses. Professional fees
increased $23,812 for 2000 compared to 1999, primarily due to additional
accounting fees relating to the quarterly financial statement review, which is
now required for all business development companies filing SEC Form 10-Q.
Mailing and printing expenses increased by $4,115 for 2000 compared to 1999 due
to additional proxy costs and certain accrual adjustments made in the 1999
period.
The Management Company is responsible for the management and administrative
services necessary for the operation of the Partnership. For these services, the
Management Company received a management fee through December 31, 1999 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. The Management Company voluntarily agreed to reduce the
minimum management fee payable by the Partnership to $150,000 per annum,
effective January 1, 2000. The management fee for the years ended December 31,
2001, 2000 and 1999 was $150,000, $150,000 and $200,000, 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 primarily are obtained from interest received from short-term
investments, interest and other income earned from portfolio investments and
proceeds received from the sale of portfolio investments.
Unrealized Gains and Losses and Changes in Unrealized Depreciation of Portfolio
Investments - For the year ended December 31, 2001, the Partnership had a
$1,488,216 favorable change in net unrealized depreciation of investments,
resulting from the upward revaluation of the Partnership's investment in
Spectrix Corporation.
For the year ended December 31, 2000, the Partnership had a $1,551,346 favorable
change in net unrealized depreciation of investments, resulting from the
transfer of $1,774,541 from unrealized loss to realized loss relating to the
sale of the Partnership's investment in EIS International, Inc., as discussed
above, partially offset by a $223,195 downward revaluation of the Partnership's
investment in Inn-Room Systems, Inc.
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.
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, 2001,
the Partnership's net assets were $5,879,528, reflecting an increase of
$1,270,246 from net assets of $4,609,282 as of December 31, 2000. This increase
reflects the increase in net assets resulting from operations, comprised of the
$1,488,216 favorable change in net unrealized depreciation exceeding the
$217,970 net realized loss from operations for 2001.
As of December 31, 2000, the Partnership's net assets were $4,609,282,
reflecting a decrease of $326,141 from net assets of $4,935,423 as of December
31, 1999. This decline reflects the decrease in net assets resulting from
operations comprised of the $1,877,487 net realized loss from operations
partially offset by the $1,551,346 favorable change in net unrealized
depreciation for 2000.
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.
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, 2001, 2000 and 1999 was $519, $407, and $435,
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
$5,553,955 as of December 31, 2001. An assumed 10% decline from this December
31, 2001 fair value would result in a reduction to the fair value of such
investments and an unrealized loss of $555,396.
The Partnership had no short-term investments as of December 31, 2001. Market
risk relating to the Partnership's interest-bearing cash equivalents held as of
December 31, 2001 is considered to be immaterial.
Item 8. Financial Statements
WESTFORD TECHNOLOGY VENTURES, L.P.
INDEX
Report of Independent Certified Public Accountants
Balance Sheets as of December 31, 2001 and 2000
Schedule of Portfolio Investments as of December 31, 2001
Schedule of Portfolio Investments as of December 31, 2000
Statements of Operations for the years ended December 31, 2001, 2000 and 1999
Statements of Cash Flows for the years ended December 31, 2001, 2000 and 1999
Statements of Changes in Partners' Capital for the years ended December 31,
2001, 2000 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
To the Partners of
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, 2001 and 2000, 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, 2001. 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 auditing standards generally accepted
in the United States of America. 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.
As discussed in Note 1, the Partnership is scheduled to terminate no later than
December 31, 2002.
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, 2001 and 2000, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 2001 in
conformity with accounting principles generally accepted in the United States of
America.
As explained in Note 2, the financial statements include investments valued at
$5,553,955 and $4,065,739, as of December 31, 2001 and 2000, respectively,
representing 94% and 88% 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 13, 2002
WESTFORD TECHNOLOGY VENTURES, L.P.
BALANCE SHEETS
December 31,
2001 2000
--------------- -----------------
ASSETS
Portfolio investments at fair value (cost of $7,733,952 as of
December 31, 2001 and 2000) $ 5,553,955 $ 4,065,739
Cash and cash equivalents 489,710 919,613
Accrued interest receivable 80,803 61,901
--------------- ----------------
TOTAL ASSETS $ 6,124,468 $ 5,047,253
=============== ================
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable and accrued expenses $ 36,136 $ 36,667
Due to Management Company 201,304 401,304
Due to Independent General Partners 7,500 -
--------------- ----------------
Total liabilities 244,940 437,971
--------------- ----------------
Partners' Capital:
Managing General Partner 240,575 238,751
Individual General Partners 2,743 2,821
Limited Partners (11,217 Units) 7,816,207 8,035,923
Unallocated net unrealized depreciation of investments (2,179,997) (3,668,213)
--------------- ----------------
Total partners' capital 5,879,528 4,609,282
--------------- ----------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 6,124,468 $ 5,047,253
=============== ================
See notes to financial statements.
WESTFORD TECHNOLOGY VENTURES, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 2001
Initial
Investment
Investment Description Date Cost Fair Value
- -------------------------------------------------------------------------------------------------------------------------------
Inn-Room Systems, Inc.*
Automated in-room vending units for the lodging industry
15,485 shares of Common Stock Oct. 1989 $ 1,320,349 $ 76,805
Convertible Demand Note at prime plus 1% 102,940 102,940
-------------- ----------------
1,423,289 179,745
- --------------------------------------------------------------------------------------------------------------------------------
Spectrix Corporation*
Infrared data transfer technology for networks
60,547 shares of Series A Preferred Stock June 1989 784,319 90,821
2,216,626 shares of Series B Preferred Stock 4,261,901 3,324,940
699,256 shares of Common Stock 354,878 1,048,884
Warrants to purchase 50,000 shares of Common Stock at
$4.00 per share, expiring 04/30/03 0 0
-------------- ----------------
5,401,098 4,464,645
- --------------------------------------------------------------------------------------------------------------------------------
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
Convertible Demand Notes at prime 120,769 120,769
-------------- ----------------
909,565 909,565
- --------------------------------------------------------------------------------------------------------------------------------
TOTAL PORTFOLIO INVESTMENTS $ 7,733,952 $ 5,553,955
============== ================
* 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, 2000
Initial
Investment
Investment Description Date Cost Fair Value
- -------------------------------------------------------------------------------------------------------------------------------
Inn-Room Systems, Inc.*
Automated in-room vending units for the lodging industry
15,485 shares of Common Stock Oct. 1989 $ 1,320,349 $ 76,805
Convertible Demand Note at prime plus 1% 102,940 102,940
-------------- ----------------
1,423,289 179,745
- --------------------------------------------------------------------------------------------------------------------------------
Spectrix Corporation*
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
Convertible Demand Notes at prime 120,769 120,769
-------------- ----------------
909,565 909,565
- --------------------------------------------------------------------------------------------------------------------------------
TOTAL PORTFOLIO INVESTMENTS $ 7,733,952 $ 4,065,739
============== ================
* 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,
2001 2000 1999
-------------- ------------- -------------
INVESTMENT INCOME AND EXPENSES
Income:
Interest from short-term investments $ 12,142 $ 22,567 $ 187
Interest and other income from portfolio investments 20,103 17,170 13,140
-------------- ------------- --------------
Total investment income 32,245 39,737 13,327
-------------- ------------- --------------
Expenses:
Management fee 150,000 150,000 200,000
Professional fees 54,028 52,297 28,485
Independent General Partners' fees 15,000 15,000 30,000
Mailing and printing 24,416 25,730 21,615
Custody fees 6,000 6,025 6,000
Other expenses 771 838 702
-------------- ------------- --------------
Total expenses 250,215 249,890 286,802
-------------- ------------- --------------
NET INVESTMENT LOSS (217,970) (210,153) (273,475)
Net realized loss from portfolio investments - (1,667,334) (46,223)
-------------- ------------- --------------
NET REALIZED LOSS FROM OPERATIONS (217,970) (1,877,487) (319,698)
Change in unrealized depreciation of investments 1,488,216 1,551,346 201,080
-------------- ------------- --------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $ 1,270,246 $ (326,141) $ (118,618)
============== ============= ==============
See notes to financial statements.
WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENTS OF CASH FLOWS
For the Years Ended December 31,
2001 2000 1999
------------- ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net investment loss $ (217,970) $ (210,153) $ (273,475)
Adjustments to reconcile net investment loss to cash (used for) provided by
operating activities:
Increase in accrued interest receivable (18,902) (18,853) (3,429)
(Decrease) increase in liabilities (193,031) (220,478) 315,144
------------- ------------- -------------
Cash (used for) provided from operating activities (429,903) (449,484) 38,240
------------- ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Cost of portfolio investments purchased - (60,769) (60,000)
Proceeds from the sale of portfolio investments - 1,429,263 14,365
------------- ------------- -------------
Cash provided from (used for) investing activities - 1,368,494 (45,635)
------------- ------------- -------------
(Decrease) increase in cash and cash equivalents (429,903) 919,010 (7,395)
Cash and cash equivalents at beginning of year 919,613 603 7,998
------------- ------------- -------------
CASH AND CASH EQUIVALENTS AT END OF
YEAR $ 489,710 $ 919,613 $ 603
============= ============= =============
Supplemental disclosure of non-cash investing and
financing activities:
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, 1999, 2000 and 2001
Unallocated
Managing Individual Net Unrealized
General General Limited Depreciation
Partner Partners Partners of Investments Total
Balance as of December 31, 1998 $ 593,816 $ 3,477 $ 9,877,387 $ (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
Net investment loss 1,320 (75) (211,398) - (210,153)
Net realized loss from portfolio
investments (346,669) (471) (1,320,194) - (1,667,334)
Change in unrealized
depreciation of investments - - - 1,551,346 1,551,346
------------ ---------- --------------- --------------- ---------------
Balance as of December 31, 2000 238,751 2,821 8,035,923 (A) (3,668,213) 4,609,282
Net investment loss 1,824 (78) (219,716) - (217,970)
Change in unrealized
depreciation of investments - - - 1,488,216 1,488,216
------------ ---------- --------------- --------------- ---------------
Balance as of December 31, 2001 $ 240,575 $ 2,743 $ 7,816,207 (A) $ (2,179,997) $ 5,879,528
============ ========== ============== ============== ===============
(A) The net asset value per unit of limited partnership interest, including an
assumed allocation of net unrealized depreciation of investments, was $519,
$407 and $435 as of December 31, 2001, 2000 and 1999, 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 is scheduled to terminate no later than
December 31, 2002.
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 between 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
accounting principles generally accepted in the United States of America
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, continued
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 $2.2
million as of December 31, 2001, was recorded for financial statement purposes
but has not been recognized for tax purposes. Additionally, from inception to
December 31, 2001, other timing differences relating to the sale 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.
Reclassifications - Certain reclassifications were made to the prior period
financial statements in order to conform to the current period presentation.
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 received a management fee through December 31, 1999 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. The Management Company voluntarily agreed to reduce the
minimum management fee payable by the Partnership to $150,000 per annum,
effective January 1, 2000.
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.
From inception of the Partnership to December 31, 1998, each of the three
Independent General Partners received an annual fee of $10,000 and $1,000 for
each meeting of the Independent General Partners attended, plus out-of-pocket
expenses. Effective January 1, 1999, the annual fee paid to each Independent
General Partner was reduced to $5,000. Additionally, effective January 1, 2000,
the Independent General Partners voluntarily waived all future meeting fees.
WESTFORD TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS, continued
5. Classification of Portfolio Investments
As of December 31, 2001 and 2000 the Partnership's portfolio investments were
categorized as follows:
As of December 31, 2001: Percentage of
Investment Type Cost Fair Value Net Assets*
- --------------- --------------- --------------- -----------
Preferred Stock $ 5,835,016 $ 4,204,557 71.51%
Common Stock 1,675,227 1,125,689 19.15%
Debt Securities 223,709 223,709 3.80%
---------------- -------------- -------
Total $ 7,733,952 $ 5,553,955 94.46%
================ ============== ======
Country/Geographic Region
Midwestern U.S. $ 6,824,387 $ 4,644,390 78.99%
Eastern U.S. 909,565 909,565 15.47%
---------------- -------------- -------
Total $ 7,733,952 $ 5,553,955 94.46%
================ ============== ========
Industry
Wireless Communications $ 5,401,098 $ 4,464,645 75.93%
Vending Equipment 1,423,289 179,745 3.06%
Semiconductors 909,565 909,565 15.47%
---------------- -------------- ------
Total $ 7,733,952 $ 5,553,955 94.46%
================ ============== ======
As of December 31, 2000: Percentage of
Investment Type Cost Fair Value Net Assets*
- --------------- --------------- --------------- -----------
Preferred Stock $ 5,835,016 $ 3,065,969 66.52%
Common Stock 1,675,227 776,061 16.84%
Debt Securities 223,709 223,709 4.85%
---------------- -------------- -------
Total $ 7,733,952 $ 4,065,739 88.21%
================ ============== ======
Country/Geographic Region
Midwestern U.S. $ 6,824,387 $ 3,156,174 68.48%
Eastern U.S. 909,565 909,565 19.73%
---------------- -------------- ------
Total $ 7,733,952 $ 4,065,739 88.21%
================ ============== ======
Industry
Wireless Communications $ 5,401,098 $ 2,976,429 64.58%
Vending Equipment 1,423,289 179,745 3.90%
Semiconductors 909,565 909,565 19.73%
---------------- -------------- -------
Total $ 7,733,952 $ 4,065,739 88.21%
================ ============== ======
* Fair value as a percentage of net assets.
WESTFORD TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS, continued
6. Quarterly Financial Information (Unaudited)
Net Increase
Total Net Realized (Decrease) in Net
Investment Loss Assets Resulting
Income From Operations From Operations
--------------- ---------------------- ----------------------
2001
First Quarter $ 9,607 $ (51,419) $ (51,419)
Second Quarter 8,696 (55,913) 1,432,303
Third Quarter 7,675 (66,580) (66,580)
Fourth Quarter 6,267 (44,058) (44,058)
2000
First Quarter 8,948 (1,720,242) 54,299
Second Quarter 10,302 (52,681) (52,681)
Third Quarter 9,856 (63,160) (63,160)
Fourth Quarter 10,631 (41,404) (264,599)
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, 2002, the directors and executive officers of the Management Company
are:
Name and Age Position Held Director Since
Jeffrey T. Hamilton (64) President, Secretary and September 3, 1987
Chairman of the Board of
Directors
Louise M. Hamilton (61) Director August 23, 1991
Susan J. Trammell (47) 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, 2002, 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 that 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) Notes to Financial Statements
(b) No reports on Form 8-K have been filed during the fourth
quarter of the fiscal year covered by this report.
(c) 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).
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 1st day of April
2002.
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.