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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period Ended September 30, 2002
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
Not applicable
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Former name, former address and former fiscal year, if changed since last report
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
--- ---
WESTFORD TECHNOLOGY VENTURES, L.P.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Balance Sheets as of September 30, 2002 (Unaudited) and December 31, 2001
Schedule of Portfolio Investments as of September 30, 2002 (Unaudited)
Statements of Operations for the Three and Nine Months Ended September 30, 2002
and 2001 (Unaudited)
Statements of Cash Flows for the Nine Months Ended September 30, 2002 and 2001
(Unaudited)
Statement of Changes in Partners' Capital for the Nine Months Ended
September 30, 2002 (Unaudited)
Notes to Financial Statements (Unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
Item 3. Quantitative and Qualitative Disclosure about Market Risk.
Item 4. Controls and Procedures.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
Item 2. Changes in Securities.
Item 3. Defaults upon Senior Securities.
Item 4. Submission of Matters to a Vote of Security Holders.
Item 5. Other Information.
Item 6. Exhibits and Reports on Form 8-K.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
WESTFORD TECHNOLOGY VENTURES, L.P.
BALANCE SHEETS
September 30,
2002 December 31,
(Unaudited) 2001
ASSETS
Portfolio investments at fair value (cost of $7,793,952 as of
September 30, 2002 and $7,733,952 as of December 31, 2001) $ 2,637,525 $ 5,553,955
Cash and cash equivalents 155,875 489,710
Accrued interest receivable 89,329 80,803
-------------- ----------------
TOTAL ASSETS $ 2,882,729 $ 6,124,468
============== ================
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable and accrued expenses $ 50,961 $ 36,136
Due to Management Company 113,865 201,304
Due to Independent General Partners 2,500 7,500
-------------- ----------------
Total liabilities 167,326 244,940
-------------- ----------------
Partners' Capital:
Managing General Partner 240,473 240,575
Individual General Partners 2,677 2,743
Limited Partners (11,217 Units) 7,628,680 7,816,207
Unallocated net unrealized depreciation of investments (5,156,427) (2,179,997)
-------------- ----------------
Total partners' capital 2,715,403 5,879,528
-------------- ----------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 2,882,729 $ 6,124,468
============== ================
See notes to financial statements.
WESTFORD TECHNOLOGY VENTURES, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS (Unaudited)
September 30, 2002
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 30,274
2,216,626 shares of Series B Preferred Stock 4,261,901 1,108,313
699,256 shares of Common Stock 354,878 349,628
Warrants to purchase 50,000 shares of Common Stock at
$4.00 per share, expiring 04/30/03 0 0
8% Demand Notes 60,000 60,000
-------------- ----------------
5,461,098 1,548,215
- --------------------------------------------------------------------------------------------------------------------------------
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 $ 7,793,952 $ 2,637,525
============== ================
* 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 (Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
2002 2001 2002 2001
------------------- ------------ -------------- ------------
INVESTMENT INCOME AND EXPENSES
Income:
Interest from short-term investments $ 514 $ 2,726 $ 2,531 $ 10,517
Interest and other income from portfolio
investments 2,915 4,949 8,871 15,461
--------------- ------------ --------------- --------------
Totals 3,429 7,675 11,402 25,978
--------------- ------------ --------------- --------------
Expenses:
Management fee 37,500 37,500 112,500 112,500
Professional fees 15,182 17,431 46,976 46,957
Mailing and printing 15,404 13,383 24,604 23,912
Independent General Partners' fees 2,500 3,750 10,000 11,250
Other expenses 1,927 2,191 5,017 5,271
--------------- ------------ --------------- --------------
Totals 72,513 74,255 199,097 199,890
--------------- ------------ --------------- --------------
NET INVESTMENT LOSS (69,084) (66,580) (187,695) (173,912)
Change in unrealized depreciation of investments (2,976,430) - (2,976,430) 1,488,216
--------------- ------------ --------------- --------------
NET (DECREASE) INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ (3,045,514) $ (66,580) $ (3,164,125) $ 1,314,304
=============== ============ =============== ==============
See notes to financial statements.
WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENTS OF CASH FLOWS (Unaudited)
For the Nine Months Ended September 30,
2002 2001
---------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net (decrease) increase in net assets from operations $ (3,164,125) $ 1,314,304
Adjustments to reconcile net (decrease) increase in net assets
from operations to cash used for operating activities:
Change in unrealized depreciation of investments 2,976,430 (1,488,216)
Increase in accrued interest and receivables (8,526) (14,440)
Decrease in payables, net (77,614) (176,209)
--------------- --------------
Cash used for operating activities (273,835) (364,561)
--------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES
Cost of portfolio investments purchased (60,000) -
--------------- --------------
Cash used for investing activities (60,000) -
--------------- --------------
Decrease in cash and cash equivalents (333,835) (364,561)
Cash and cash equivalents at beginning of period 489,710 919,613
--------------- --------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 155,875 $ 555,052
=============== ==============
See notes to financial statements.
WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (Unaudited)
For the Nine Months Ended September 30, 2002
Unallocated
Managing Individual Net Unrealized
General General Limited Depreciation of
Partner Partners Partners Investments Total
Balance at beginning of period $ 240,575 $ 2,743 $ 7,816,207 $ (2,179,997) $ 5,879,528
Net investment loss (102) (66) (187,527) - (187,695)
Change in net unrealized
depreciation of investments - - - (2,976,430) (2,976,430)
------------ --------- --------------- --------------- ---------------
Balance at end of period $ 240,473 $ 2,677 $ 7,628,680 (A) $ (5,156,427) $ 2,175,403
============ ========= =============== =============== ===============
(A) The net asset value per unit of limited partnership interest, including an
assumed allocation of net unrealized depreciation of investments, is $240
as of September 30, 2002.
See notes to financial statements.
WESTFORD TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS (Unaudited)
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 (Unaudited), 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 $5.2
million as of September 30, 2002, was recorded for financial statement purposes
but has not been recognized for tax purposes. Additionally, from inception to
September 30, 2002, 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.
Reclassification - Certain reclassifications have been made to the prior period
financial statements to conform with 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.
From inception of the Partnership to December 31, 1998, each of the 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 (Unaudited), continued
5. Classification of Portfolio Investments
As of September 30, 2002 the Partnership's portfolio investments were
categorized as follows:
As of September 30, 2002: Percentage of
- ------------------------
Investment Type Cost Fair Value Net Assets*
- --------------- --------------- --------------- -----------
Preferred Stock $ 5,835,016 $ 1,927,383 70.98%
Common Stock 1,675,227 426,433 15.70%
Debt Securities 283,709 283,709 10.45%
---------------- -------------- ------
Total $ 7,793,952 $ 2,637,525 97.13%
================ ============== ======
Country/Geographic Region
Midwestern U.S. $ 6,884,387 $ 1,727,960 63.63%
Eastern U.S. 909,565 909,565 33.50%
---------------- -------------- ------
Total $ 7,793,952 $ 2,637,525 97.13%
================ ============== ======
Industry
Wireless Communications $ 5,461,098 $ 1,548,215 57.01%
Vending Equipment 1,423,289 179,745 6.62%
Semiconductors 909,565 909,565 33.50%
---------------- -------------- ------
Total $ 7,793,952 $ 2,637,525 97.13%
================ ============== ======
* Fair value as a percentage of net assets.
6. Interim Financial Statements
The interim financial data as of September 30, 2002 and for the nine months
ended September 30, 2002 and September 30, 2001 is unaudited and prepared in
accordance with accounting principles generally accepted in the United States
("GAAP") for interim financial information and in accordance with the
requirements of Form 10-Q. In the opinion of Partnership, the interim
data includes all adjustments consisting only of normal recurring adjustments,
necessary for a fair statement of the results for the interim periods.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
------------------------------------------------------------
Liquidity and Capital Resources
As of September 30, 2002, the Partnership held $155,875 in an interest-bearing
cash account. The Partnership earned $514 and $2,531 of interest from such cash
account for the three and nine months ended September 30, 2002. Interest earned
from the Partnership's cash balances and short-term investments, if any, in
future periods is subject to fluctuations in short-term interest rates and
changes in amounts available for investment in such securities.
The Partnership is in liquidation and will not make investments in new portfolio
companies. However, the Partnership may make additional follow-on investments in
existing portfolio companies, if required. During the nine months ended
September 30, 2002, the Partnership made a $60,000 follow-on investment in
Spectrix Corporation, acquiring 8% demand notes.
As of September 30, 2002, the Partnership's current liabilities of $167,326,
exceeds its cash balance by $11,451. Such current liabilities include $113,865
due to the Management Company and $2,500 due to the Independent General
Partners. Funds needed to cover such current liabilities, future follow-on
investments, if any, and operating expenses will be obtained primarily from
existing cash reserves and proceeds from the sale of the Partnership's remaining
portfolio investments.
Results of Operations
Investment Income and Expenses - Net investment loss for the three months ended
September 30, 2002 and 2001 was $69,084 and $66,580, respectively. The
unfavorable change in net investment loss for the 2002 period compared to the
same period in 2001 is comprised of a $4,246 decrease in investment income
partially offset by a $1,742 decrease in operating expenses. The decrease in
investment income includes a $2,212 decrease in interest from short-term
investments, resulting from a reduction of the Partnership's idle cash balances
as well as a reduction in interest rates during the three months ended September
30, 2002 compared to the same period in 2001. The decrease in investment income
also includes a $2,034 decrease resulting from the reduced interest rates during
the three months ended September 30, 2002 on the interest bearing notes due from
Inn-Room Systems, Inc. and Spectrix Corporation. The slight reduction in
operating expenses primarily resulted from a reduction in the Independent
General Partner fees as well as a reduction in professional fees and partially
offset by an increase in printing and mailing costs for the 2002 period compared
to the same period in 2001.
Net investment loss for the nine months ended September 30, 2002 and 2001 was
$187,695 and $173,912, respectively. The unfavorable change in net investment
loss for the 2002 period as compared to the same period in 2001 is comprised of
a $14,576 decrease in investment income, partially offset by a $793 decrease in
operating expenses. The decline in investment income includes a $7,986 decrease
in interest from short-term investments, resulting from the reduced interest
from short-term investments and a decrease in interest from portfolio
investments, as discussed above. The decrease in investment income also includes
a $6,590 decrease resulting from the reduced interest rates during the three
months ended September 30, 2002 on the interest bearing notes due from Inn-Room
Systems, Inc. and Spectrix Corporation, as discussed above. The slight decrease
in operating expenses for the nine months ended September 30, 2002 compared to
the same period in 2001 primarily resulted from small decreases in the
Independent General Partner fees and other expenses, partially offset by a small
increase in mailing and printing costs for the 2002 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. As a result, the management fee for the three months
ended September 30, 2002 and 2001 was $37,500 and the management fee for the
nine months ended September, 2002 and 2001 was $112,500.
To the extent possible, the management fee and other expenses incurred directly
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.
Realized Gains and Losses from Portfolio Investments - The Partnership had no
realized gains or losses from its portfolio investments during the three and
nine months ended September 30, 2002 and 2001.
Unrealized Gains and Losses and Changes in Unrealized Depreciation of Portfolio
Investments - For the nine months ended September 30, 2002, the Partnership had
a $2,976,430 unfavorable change in net unrealized depreciation of investments,
resulting from the downward revaluation of its investment in Spectrix
Corporation. Such downward revaluation reflects recent business and financing
concerns at Spectrix that have led the company's board of directors to pursue
potential sale or merger transactions.
For the nine months ended September 30, 2001, the Partnership had a $1,488,216
favorable change in net unrealized depreciation of investments, resulting from
the upward revaluation of its investment in Spectrix Corporation.
Net Assets - As of September 30, 2002, the Partnership's net assets were
$2,715,403 as compared to net assets of $5,879,528 as of December 31, 2001. This
reduced net asset value represents the decrease in net assets resulting from
operations for the nine month period, comprised of the $2,976,430 unfavorable
change in net unrealized depreciation of investments along with the $187,695 net
investment loss for the nine months ended September 30, 2002.
As of September 30, 2001, the Partnership's net assets were $5,923,586,
reflecting an increase of $1,314,304 from net assets of $4,609,282 as of
December 31, 2000. This change represents the increase in net assets resulting
from operations for the nine month period, comprised of the $1,488,216 favorable
change in net unrealized depreciation of investments exceeding the $173,912 net
realized loss from operations for the nine months ended September 30, 2001.
Gains and losses from investments are allocated to the Partners' capital
accounts when realized in accordance with the Partnership Agreement (see Note 3
of Notes to Financial Statements). However, for purposes of calculating the net
asset value per unit of limited partnership interest ("Unit"), net unrealized
appreciation or depreciation of investments has been included as if it had been
realized and allocated to the Limited Partners in accordance with the
Partnership Agreement. Pursuant to such calculation, the net asset value per
$1,000 Unit at September 30, 2002 and December 31, 2001 was $240 and $519,
respectively.
Item 3. 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
$2,637,535 as of September 30, 2002. An assumed 10% decline from this fair value
would result in a reduction to the fair value of such investments and a
corresponding unrealized loss of $263,754.
The Partnership had no short-term investments as of September 30, 2002. Market
risk relating to the Partnership's interest-bearing cash equivalents held as of
September 30, 2002 is considered to be immaterial.
Item 4. Controls and Procedures.
The Registrant has established disclosure controls and procedures to ensure that
material information is made known to Jeffrey Hamilton, the Chief Executive
Officer and the Chief Financial Officer of the Registrant, by others involved
with the activities of the Registrant during the preparation of the Registrant's
periodic reports.
The effectiveness of such controls and procedures of the Registrant has been
evaluated by Mr. Hamilton within the past 90 days. Based on the evaluation of
such controls and procedures, Mr. Hamilton believes that such controls and
procedures are effective. Additionally, no changes have been made to the
controls and procedures of the Registrant subsequent to the date of the most
recent evaluation made by Mr. Hamilton that could have a significant affect on
the Registrant's internal controls.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
-----------------
The Partnership is not a party to any material pending legal proceedings.
Item 2. Changes in Securities.
---------------------
None.
Item 3. Defaults Upon Senior Securities.
-------------------------------
None.
Item 4. Submission of Matters to a Vote of Security Holders.
---------------------------------------------------
The 2002 Annual Meeting of Limited Partners, originally scheduled for June 28,
2002, was held on July 29, 2002. At the meeting, the following matters were
voted on and approved:
Affirmative
Votes Withheld
Election of the four Individual General Partners, to serve for the ensuing year:
Jeffrey T. Hamilton 4,288 1,510
----- -----
Robert S. Ames * 4,312 1,486
----- -----
Alfred M. Bertocchi 4,319 1,479
----- -----
George M. Weimer * 4,322 1,476
----- -----
* Mr. Ames and Mr. Weimer passed away subsequent to the meeting date.
Affirmative Negative
Votes Votes Abstentions
Election of the General Partner, WTVI Co., L.P.
to serve as Managing General Partner
for the ensuing year. 4,285 1,513 n/a
----- -----
Approval of the continuance of the
Management Agreement between the
Partnership and the Management Company 3,997 1,357 444
----- ----- ---
Ratification of the selection of
BDO Seidman LLP as independent
auditors for the Partnership's fiscal
year ending December 31, 2002 4,867 451 480
----- --- ---
Item 5. Other Information.
-----------------
None.
Item 6. Exhibits and Reports on Form 8-K.
--------------------------------
1. Exhibits:
a) 99.1 Certification of chief executive officer pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
b) 99.2 Certification of chief financial officer pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
2. Reports on Form 8-K:
None
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, and on the date indicated.
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
------------------------------------------------
Jeffrey T. Hamilton
President, Secretary and Director
(Principal Executive Officer and
Principal Financial and Accounting Officer)
of Hamilton Capital Management Inc. and
Individual General Partner of Westford Technology Ventures, L.P.
Date: November 14, 2002
Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
I, Jeffrey T. Hamilton, the Chief Executive Officer of Westford Technology
Ventures, L.P. (the "Registrant"), certify that I have reviewed the Form 10-Q of
the Registrant for the quarterly period ended September 30, 2002 (the "Report")
and that:
o To the best of my knowledge, the Report does not include any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
they were made, not misleading for the period covered by the Report;
o To the best of my knowledge, the financial statements and other
financial information included in the Report fairly present in all
material respects the financial condition, results of operations, and
cash flows of the Registrant as of and for the period covered by the
Report;
o Disclosure controls and procedures have been established to ensure that
material information is made known to me by others involved with the
activities of the Registrant while all periodic reports of the
Registrant are being prepared;
o I have evaluated the effectiveness of the disclosure controls and
procedures of the Registrant as of a date within 90 days prior to the
filing of the Report, and believe such disclosure controls and
procedures to be effective;
o I am not aware of any significant deficiencies in the design or
operation of the Registrant's internal controls that could adversely
affect the Registrant's ability to record, process, summarize, and
report financial data, nor has any material weaknesses in the
Registrant's internal controls been identified;
o I am not aware of any fraud, whether or not material, involving
management or any other employee with a significant role in the
Registrant's internal controls;
o As of the date of my most recent evaluation of the disclosure controls
and procedures of the Registrant, there were no significant changes in
the internal controls or in other factors that could significantly
affect internal controls, including any corrective actions with regard
to significant deficiencies and material weaknesses.
By:
/s/ Jeffrey T. Hamilton
----------------------------------------------
Jeffrey T. Hamilton
President, Hamilton Capital Management, Inc.
Dated: November 14, 2002
Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
I, Jeffrey T. Hamilton, the Chief Financial Officer of Westford Technology
Ventures, L.P. (the "Registrant"), certify that I have reviewed the Form 10-Q of
the Registrant for the quarterly period ended September 30, 2002 (the "Report")
and that:
o To the best of my knowledge, the Report does not include any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
they were made, not misleading for the period covered by the Report;
o To the best of my knowledge, the financial statements and other
financial information included in the Report fairly present in all
material respects the financial condition, results of operations, and
cash flows of the Registrant as of and for the period covered by the
Report;
o Disclosure controls and procedures have been established to ensure that
material information is made known to me by others involved with the
activities of the Registrant while all periodic reports of the
Registrant are being prepared;
o I have evaluated the effectiveness of the disclosure controls and
procedures of the Registrant as of a date within 90 days prior to the
filing of the Report, and believe such disclosure controls and
procedures to be effective;
o I am not aware of any significant deficiencies in the design or
operation of the Registrant's internal controls that could adversely
affect the Registrant's ability to record, process, summarize, and
report financial data, nor has any material weaknesses in the
Registrant's internal controls been identified;
o I am not aware of any fraud, whether or not material, involving
management or any other employee with a significant role in the
Registrant's internal controls;
o As of the date of my most recent evaluation of the disclosure controls
and procedures of the Registrant, there were no significant changes in
the internal controls or in other factors that could significantly
affect internal controls, including any corrective actions with regard
to significant deficiencies and material weaknesses.
By:
/s/ Jeffrey T. Hamilton
-----------------------------------------
Jeffrey T. Hamilton
President, Hamilton Capital Management, Inc.
Dated: November 14, 2002