NEEDHAM FUNDS INC
N-30D, 1996-08-19
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<PAGE>   1
 
NEEDHAM GROWTH FUND
 
- --------------------------------------------------------------------------------
                                                 SEMI-ANNUAL REPORT -- JUNE 1996
 
July 1996
 
DEAR SHAREHOLDER,
 
1996 SECOND QUARTER AND SIX MONTHS RESULTS
 
We are pleased to report performance results for the Needham Growth Fund
("Fund") for the second quarter and six month periods ended June 30, 1996. For
the second quarter, the Fund rose 12.6% as compared to the 4.5% gain for the S&P
500 and the 4.8% gain for the average equity mutual fund. Combined with the
25.7% gain in the first quarter, the Fund appreciated 41.5% for the six month
period. This six month return was significantly ahead of the 10.1% advance of
the S&P 500 and the 10.8% rise for the average equity mutual fund. During this
same six month period, the average growth mutual fund rose 10.1%.
 
<TABLE>
<CAPTION>
        -----------------------------------------------------------------------------------------
                          BENCHMARKS                           Q196          Q296           YTD
        -----------------------------------------------------------------------------------------
        <S>                                                    <C>           <C>           <C>
        NEEDHAM GROWTH FUND(1)                                 +25.7%        +12.6%        +41.5%
        S&P 500(2)                                              +5.4          +4.5         +10.1
        Dow Jones Industrial Average(2)                         +9.8          +1.8         +11.8
        Russell 2000(2)                                         +4.1          +4.8          +9.7
        Average Equity Fund(3)                                  +5.7          +4.8         +10.8
        Average Growth Fund(4)                                  +5.4          +4.5         +10.1
        -----------------------------------------------------------------------------------------
</TABLE>
 
      (1) Represents aggregate returns not annualized
 
      (2) Investment results calculated after reinvestment of dividends.
      Unmanaged indices of common stocks representative of the broader market or
      segments thereof.
 
      (3) Source: Lipper Analytical Services and includes reinvestment of all
      dividends. Equally weighted unmanaged index of 2005 funds which invest
      primarily in equity securities. Index includes funds with a different
      focus than the Needham Growth Fund, including the production of current
      income.
 
      (4) Source: Lipper Analytical Services and includes reinvestment of all
      dividends. Equally weighted unmanaged index of 645 funds which have a
      growth of earnings orientation.
<PAGE>   2
 
                              NEEDHAM GROWTH FUND
 
                         COMPARATIVE INVESTMENT RETURNS
 
  An initial investment of $10,000 as of January 1, 1996 (inception) would be
                       worth $14,150 as of June 30, 1996.
 
<TABLE>
<CAPTION>
                                  
                                  
                                                    NASDAQ
      Measurement Period            Needham       Industrial        S&P 500
    (Fiscal Year Covered)         Growth Fund       Average       Stock Index
<S>                               <C>             <C>             <C>
1/2/96                              10000.00        10000.00        10000.00
1/15/96                             10060.00         9592.81         9695.04
1/31/96                             10850.00         9994.11        10151.59
2/15/96                             11530.00        10330.16        10561.27
2/29/96                             12160.00        10468.64        10386.64
3/15/96                             12420.00        10378.60        10324.13
3/29/96                             12570.00        10425.99        10454.30
4/15/96                             12710.00        10474.63        10257.11
4/30/96                             13530.00        11297.17        10538.39
5/15/96                             14090.00        11742.35        10722.69
5/31/96                             14430.00        11768.00        10820.96
6/14/96                             14300.00        11636.73        10760.06
6/28/96                             14150.00        11128.20        11010.00
</TABLE>
 
                                        2
<PAGE>   3
 
INVESTMENT STRATEGY
 
We apply primarily a bottom up investment strategy, selecting stocks based on
individual earnings growth prospects rather than on macro economic
considerations. We look for companies with large market opportunities, earnings
growth of at least 20% a year, industry leadership with strong product
offerings, and experienced management teams with a sound strategy and the
incentive to succeed.
 
We have continued to concentrate our holdings in technology, health care
services, and specialty retailing, sectors we believe have the best long term
growth prospects in the economy. These three sectors accounted for about 85% of
our invested assets at the end of the second quarter. We also continued to
broadly diversify the Fund and no one position accounted for more than 3% of
assets.
 
While Technology stocks have sharply corrected in recent weeks, we continue to
believe this sector offers the best longer term earnings growth prospects in the
economy. The need for corporate America to continue to improve overall
productivity while rebuilding and enhancing a global telecom infrastructure will
continue to drive demand for solutions. To capitalize on this opportunity we
have built major positions in the computer software and networking equipment
markets, two areas within technology that we have emphasized for high visible
growth and strong product cycles. Core holdings in this sector include: Oracle,
Citrix Systems, Ascend Communications, Cisco Systems and Lucent Technologies.
 
In Healthcare, we have focused our attention on those companies that are
benefiting from the trends towards physician practice and hospital management,
consolidation, and the need to upgrade management information systems as managed
care providers are forced to be more cost conscious,. Within this sector major
positions include: HBO & Company, Phycor, FPA Management, Theratex, Inc., and
Emcare.
 
Within Specialty Retailing, we look for quality niche companies within higher
growth markets that have proven concepts, favorable demographics, life style
themes, brand recognition, and positive comparable store sales -- all trends
that generally lead to predictable revenue and earnings growth. Important
investments include: Borders Group, Barnes & Noble, Cannondale, Pep Boys,
Staples, Tommy Hilfiger, GAP and Starbucks.
 
OUTLOOK
 
We continue to remain optimistic about the long term potential for growth stocks
considering the favorable economic backdrop. Long term interest rates will
likely remain low, economic growth appears moderate, inflationary pressures
should remain modest, mutual fund flows based on demographics should remain
favorable, and much of the valuation excesses have recently come out of the
stock market.
 
On a short term basis, however, we have been cautious and defensive since May.
We were concerned about extreme valuations, sharp volatility, rampant
speculation, a strong dollar, and a near term rise in interest rates. It
appeared to us that the market had all the elements in place for a correction,
especially in those sectors dominated by momentum investors. As such, we became
much more selective in our stock choices, upgraded our portfolio in terms of
quality and liquidity, temporarily increased our cash position, and selectively
hedged our portfolio by selling covered options, and purchasing put options on
several indices according to our portfolio weightings. This strategy enabled us
to protect our gains while significantly reducing the Fund's downside risk and
volatility. As a result, when the Nasdaq Composite sold
 
                                        3
<PAGE>   4
 
off 4.7% in June, the Fund only declined 1.9%. Through July, the same pattern
has held true as we have significantly outperformed the market.
 
Looking toward the second half, we will continue to be opportunistic and
purchase quality growth stocks at reasonable valuations. We have begun to take
advantage of the recent correction by initiating new positions and adding to
existing positions at more attractive prices. Selectivity of stocks in terms of
earnings visibility and liquidity will be critical and we will continue to
upgrade the portfolio as the year progresses.
 
For your information, the Fund recently qualified for a Nasdaq Supplemental
Listing and effective July 17, 1996, the Net Asset Value of the Fund is
available over the Nasdaq Level 1 service distributed by leading market data
vendors (i.e., Quotron, ADP, Shark, Bloomberg, Instinet). The ticker symbol is
"NEEGX" with the CUSIP 63983V100.
 
We thank you for your continued support and confidence in the NEEDHAM GROWTH
FUND.
 
                                              Sincerely,
 
 
                                              /s/ HOWARD S. SCHACHTER
                                              ------------------------------
                                              Howard S. Schachter
                                              Executive Vice President
 
The above performance data represents past performance and may not be indicative
of future results. The investment return and principal value of an investment in
the Fund will fluctuate so that an investor's shares, when redeemed, may be
worth more or less than the cost. This material must be preceded or accompanied
by a copy of the Fund's current prospectus.
 
                                        4
<PAGE>   5
 
NEEDHAM GROWTH FUND
 
                            STATEMENT OF NET ASSETS -- JUNE 30, 1996 (UNAUDITED)
<TABLE>
<CAPTION>
                                   SHARES          VALUE
                                   -------      -----------
<S>                                <C>          <C>
COMMON STOCK -- (63.8%)
COMPUTERS -- (1.3%)
Amdahl Corp.*                       5,000       $    53,750
Encad, Inc.*#                       4,000            68,000
                                                -----------
                                                    121,750
                                                -----------
COMPUTER SOFTWARE -- (12.9%)
Citrix Systems, Inc.*               3,000           114,000
Documentum, Inc.*                   3,000            91,500
Electronic Arts, Inc.*#             2,500            66,875
HBO & Co.                           2,000           135,500
IKOS Systems, Inc.*                 3,500            73,937
Insignia Solutions, Inc. - ADR*     5,000            42,500
JDA Software Group, Inc.*           3,000            61,875
McAfee Associates, Inc.*            1,500            73,500
Oracle Systems Corp.*               3,750           147,890
Planning Sciences International
  P.L.C. - ADR*                     3,000            67,500
Silicon Valley Research, Inc.*      5,000            29,375
Sybase, Inc.*                       3,500            82,687
Systemsoft Corp.*#                  4,000           188,000
Transition Systems, Inc.*           2,500            71,250
                                                -----------
                                                  1,246,389
                                                -----------
ELECTRONICS &
ELECTRICAL EQUIPMENT -- (2.8%)
Berg Electronics Corp.*             3,500            83,125
Helix Technology Corp.*             1,500            58,125
Lecroy Corp.*#                      3,000            60,000
Sawtek, Inc.*                       1,000            34,500
Zenith Electronics Corp.*#          2,500            30,313
                                                -----------
                                                    266,063
                                                -----------
FINANCIAL SERVICES -- (3.8%)
Associates First Capital Corp.*     3,500           131,687
Security First Network Bank*#       5,000           165,000
Travelers Aetna Property
  Casualty Corp., Class A*          2,500            70,937
                                                -----------
                                                    367,624
                                                -----------
HOSPITAL MANAGEMENT -- (5.4%)
Apria Healthcare Group, Inc.*       3,000            94,125
Capstone Pharmacy Services*         5,000            64,375
 
<CAPTION>
                                   SHARES          VALUE
                                   -------      -----------
<S>                                <C>          <C>
HOSPITAL MANAGEMENT -- (5.4%) (CONT'D.)
EmCare Holdings, Inc.*              2,500       $    74,375
FPA Medical Management, Inc.*       5,000            77,813
Phycor, Inc.*                       3,000           114,000
Theratx, Inc.*                      5,000            95,000
                                                -----------
                                                    519,688
                                                -----------
HOTEL & CASINO -- (4.2%)
MGM Grand, Inc.*                    3,000           119,625
Scientific Games Holding, Inc.      3,500           101,500
Suburban Lodges of
  America, Inc.*                    2,000            46,250
WMS Industries, Inc.*               3,500            86,187
Wyndham Hotel Corp.*                2,500            52,188
                                                -----------
                                                    405,750
                                                -----------
MEDICAL DEVICES &
SUPPLIES -- (3.1%)
Baxter International, Inc.          2,500           118,125
Fischer Imaging Corp.*              5,000            60,000
Heartport, Inc.*                    1,000            30,250
Kinetic Concepts, Inc.              3,500            54,250
Vidamed, Inc.*                      2,500            31,875
                                                -----------
                                                    294,500
                                                -----------
NETWORKING &
TELECOMMUNICATIONS -- (10.0%)
Ascend Communications, Inc.*        2,500           140,625
Cisco Systems, Inc.*                3,500           198,187
EIS International, Inc.*#           5,000           127,500
IDT Corp.*                          2,500            24,063
Lucent Technologies, Inc.           3,000           113,625
Midcom Communications, Inc.*        2,500            35,938
Premiere Technologies, Inc.*        2,500            78,750
Premisys Communications, Inc.*      2,000           122,000
VTEL Corp.*#                        5,000            48,125
Xircom, Inc.*                       5,000            73,750
                                                -----------
                                                    962,563
                                                -----------
PHARMACEUTICALS -- (0.8%)
Noven Pharmaceuticals, Inc.*        2,000            32,000
U.S. Bioscience, Inc.*              3,500            47,688
                                                -----------
                                                     79,688
                                                -----------
</TABLE>
 
                                        5
<PAGE>   6
 
NEEDHAM GROWTH FUND
 
                 STATEMENT OF NET ASSETS -- JUNE 30, 1996 (UNAUDITED)(CONTINUED)
<TABLE>
<CAPTION>
                                   SHARES          VALUE
                                   -------      -----------
<S>                                <C>          <C>
COMMON STOCK -- (63.8%) (CONT'D.)
RESTAURANTS &
ENTERTAINMENT -- (3.9%)
Dave & Buster's, Inc.*              3,000       $    80,250
Empire of Carolina, Inc.*           5,000            60,000
Equity Marketing, Inc.*             3,000            47,250
Iwerks Entertainment, Inc.*         5,000            49,375
New World Communications Group,
  Inc.*                             2,500            36,563
Starbucks Corp.*                    3,500            98,875
                                                -----------
                                                    372,313
                                                -----------
RETAIL & APPAREL -- (15.6%)
Barnes & Noble, Inc.*               2,500            89,687
Borders Group, Inc.*                3,000            96,750
Brookstone, Inc.*                   2,500            28,125
Cannondale Corp.*                   3,000            60,750
Consolidated Stores Corp.*#         2,500            91,875
Chico's Fas, Inc.*#                 5,000            50,625
CUC International, Inc.*            4,000           142,000
Gap, Inc.                           3,500           112,437
Gymboree Corp.*                     3,500           106,750
Limited (The), Inc.                 3,500            75,250
Pep Boys - Manny, Moe & Jack        3,000           102,000
Staples, Inc.*                      5,000            97,500
Sunglass Hut International,
  Inc.*                             3,500            85,313
Tommy Hilfiger Corp.*               3,000           160,875
TJX Companies, Inc.*                3,500           118,125
Vans, Inc.                          5,000            85,000
                                                -----------
                                                  1,503,062
                                                -----------
TOTAL COMMON STOCK
(Cost $5,776,040)                                 6,139,390
                                                -----------
SHORT TERM INVESTMENTS -- (44.0%)
 
<CAPTION>
                                     PAR
                                    (000)
                                   -------
<S>                                <C>          <C>
TIME DEPOSITS -- (40.5%)
PNC BANK N.A.
  Time Deposits, 5.00%,
  Due 07/01/96
  (Cost $3,900,000)                $3,900         3,900,000
<CAPTION>
                                   SHARES          VALUE
                                   -------      -----------
<S>                                <C>          <C>
MONEY MARKET FUNDS -- (3.5%)
Temporary Investment Fund, Inc. -
  TempCash Portfolio               170,483      $   170,483
  TempFund Portfolio               170,482          170,482
                                                -----------
  (Cost $340,965)                                   340,965
                                                -----------
TOTAL SHORT TERM INVESTMENTS
(Cost $4,240,965)                                 4,240,965
                                                -----------
CORPORATE BONDS -- (1.1%)
<CAPTION>
                                     PAR
                                    (000)
                                   -------
<S>                                <C>          <C>
The Men's Wearhouse, Inc.
Conv. Deb., 5.25%,
Due 03/01/03
(Cost $100,000)                       $100          109,000
                                                -----------
PUT OPTIONS PURCHASED -- (2.6%)
<CAPTION>
                                    NUMBER
  NAME/EXPIRATION DATE/               OF
      STRIKE PRICE                 CONTRACTS
- ------------------------------     ---------
<S>                                <C>          <C>
CBOE Internet Index,
  Sept., $160                          31            73,625
Morgan Stanley Health Care
  Provider Index, Sept., $305          33            25,988
Morgan Stanley High Tech
  Index, Sept., $350                   43           130,075
S&P Retail Stores Composite
  Index, Sept., $380                   26            18,850
                                                -----------
TOTAL PUT OPTIONS PURCHASED
(Cost $199,637)                                     248,538
                                                -----------
TOTAL INVESTMENTS -- (111.5%)
(Cost $10,316,642)                               10,737,893
                                                -----------
</TABLE>
 
                                        6
<PAGE>   7
 
NEEDHAM GROWTH FUND
 
                 STATEMENT OF NET ASSETS -- JUNE 30, 1996 (UNAUDITED)(CONTINUED)
<TABLE>
<CAPTION>
          COVERED CALL OPTIONS WRITTEN -- (-0.9%)
                                    NUMBER
  NAME/EXPIRATION DATE/               OF
     STRIKE PRICE                  CONTRACTS       VALUE
- ----------------------------       ---------    -----------
<S>                                <C>          <C>
Ascend Communications Inc.,
  Sept., $65                           15       $    (6,188)
Cisco Systems Inc., Oct., $60          25           (10,937)
CUC International Inc., Nov.,
  $40                                  30            (4,500)
EIS International Inc., Nov.,
  $35                                  25            (1,719)
Gymboree Corp., Oct., $40              25            (1,875)
Helix Technology Corp.,
  Oct., $40                            15            (6,281)
McAfee Associates Inc.,
  Sept., $40                           15           (17,250)
Pep Boys - Manny, Moe & Jack,
  July, $35                            20            (1,250)
Phycor, Inc., Sept., $40               30            (8,812)
Premisys Communications Inc.,
  Oct., $60                            20           (20,250)
Scientific Game Holdings, Inc.,
  Nov., $35                            25            (4,219)
Starbucks Corp., Oct., $30             25            (6,250)
Sunglass Hut International,
  Inc., Sept., $30                     25            (2,422)
                                                -----------
TOTAL COVERED CALL OPTIONS WRITTEN
(Premiums Received $97,645)                         (91,953)
                                                -----------
OTHER LIABILITIES IN EXCESS OF ASSETS -- (-10.6%)
Receivable from Brokers for Securities
  Sold Short                                        909,892
Receivable for Investment Securities Sold           717,137
Other Assets                                        227,617
Payable for Investment Securities
  Purchased                                      (1,849,071)
Securities Sold Short at Value
  (Proceeds - $909,892)                            (832,563)
Other Liabilities                                  (193,596)
                                                -----------
                                                 (1,020,584)
                                                -----------
 
<CAPTION>
                                                   VALUE
                                                -----------
<S>                                <C>          <C>
NET ASSETS -- (100%),
(applicable to 680,266 shares
outstanding, $.001 par value,
1,000,000,000 shares authorized)                $ 9,625,356
                                                -----------
                                                -----------
NET ASSET VALUE, OFFERING AND
REDEMPTION PRICE PER SHARE                           $14.15
                                                     ------
                                                     ------
SCHEDULE OF SECURITIES SOLD SHORT
<CAPTION>
         NAME OF ISSUER            SHARES
- --------------------------------   -------
<S>                                <C>          <C>
Chico's Fas, Inc.                   5,000       $    50,625
Consolidated Stores Corp.           2,500            91,875
EIS International, Inc.             2,500            63,750
Electronic Arts, Inc.               2,500            66,875
Encad, Inc.                         4,000            68,000
Lecroy Corp.                        3,000            60,000
Security First Network Bank         5,000           165,000
Systemsoft Corp.                    4,000           188,000
VTEL Corp.                          5,000            48,125
Zenith Electronics Corp.            2,500            30,313
                                                -----------
TOTAL SECURITIES SOLD SHORT
(Proceeds $909,892)                             $   832,563
                                                -----------
                                                -----------
</TABLE>
 
 * Non-Income producing security.
 # Security position is either entirely or partially placed in a segregated
   account as collateral for securities sold short.
 
                See accompanying notes to financial statements.
 
                                        7
<PAGE>   8
 
NEEDHAM GROWTH FUND
 
                                                         STATEMENT OF OPERATIONS
  January 1, 1996 (Commencement of Operations) through June 30, 1996 (Unaudited)
 
<TABLE>
<S>                                             <C>
INVESTMENT INCOME:
Dividends                                       $    2,323
Interest                                            44,324
                                                ----------
Total Investment Income                             46,647
                                                ----------
EXPENSES:
Investment Advisory fee                             29,924
Administration and Accounting fee                    8,624
Custodian fee                                        9,689
Transfer Agent fee                                   6,977
Legal fee                                           20,448
Directors' fees                                     13,732
Audit fee                                           11,237
Distribution fees                                    6,271
Shareholders' reports                                4,959
Other expenses                                      19,365
                                                ----------
Total Expenses                                     131,226
Expenses Waived and Reimbursable                   (68,421)
                                                ----------
Net Expenses                                        62,805
                                                ----------
NET INVESTMENT LOSS                                (16,158)
                                                ----------
NET REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENT SECURITIES:
Net Realized Gain on Investment Securities         466,540
Net Realized Gain on Investment Securities
  Sold Short                                       372,536
Net Realized Loss on Option Contracts Written      (47,242)
Change in Unrealized Appreciation of
  Investment Securities                            504,272
                                                ----------
Net Gain On Investments                          1,296,106
                                                ----------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS                       $1,279,948
                                                ==========
</TABLE>
 
                                              STATEMENT OF CHANGES IN NET ASSETS
                                    January 1, 1996 (Commencement of Operations)
                                               through June 30, 1996 (Unaudited)
 
<TABLE>
<S>                                             <C>
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS:
Net investment loss                             $  (16,158)
Net realized gain on investment securities         466,540
Net realized gain on investment securities
  sold short                                       372,536
Net realized loss on option contracts written      (47,242)
Change in unrealized appreciation
  (depreciation) of investment securities          504,272
                                                ----------
Net increase in net assets resulting from
  operations                                     1,279,948
                                                ----------
Distributions from:
  Net investment income                                  0
                                                ----------
CAPITAL SHARE TRANSACTIONS(1):
Shares issued                                    8,009,842
Shares redeemed                                   (204,434)
                                                ----------
Net increase from capital share transactions     7,805,408
                                                ----------
TOTAL INCREASE IN NET ASSETS                     9,085,356
NET ASSETS
Beginning of period                                540,000
                                                ----------
END OF PERIOD                                   $9,625,356
                                                ==========
(1) SHARES ISSUED AND REDEEMED:
    Shares issued                                  640,955
    Shares redeemed                                (14,689)
                                                ----------
                                                   626,266
                                                ==========
</TABLE>
 
                See accompanying notes to financial statements.
 
                                        8
<PAGE>   9
 
NEEDHAM GROWTH FUND
 
                                                            FINANCIAL HIGHLIGHTS
                                   For a Share Outstanding Throughout the Period
                                                                     (Unaudited)
 
<TABLE>
<CAPTION>
                                          January 1,
                                             1996
                                         (Commencement
                                              of
                                          operations)
                                            through
                                         June 30, 1996
                                         -------------
<S>                                      <C>
NET ASSET VALUE, BEGINNING OF PERIOD      $     10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment loss                             (0.02)
Net gain on securities (realized and
  unrealized)                                    4.17
                                            ---------
TOTAL FROM INVESTMENT OPERATIONS                 4.15
                                            ---------
LESS DISTRIBUTIONS
Net investment income                            0.00
                                            ---------
NET ASSET VALUE, END OF PERIOD            $     14.15
                                            =========
TOTAL RETURN                                  41.50%#
                                            =========
Net assets, end of period (thousands)     $     9,625
Ratio of expenses to average net assets     2.50%*(a)
Ratio of net investment loss to average
  net assets                              (0.64)%*(a)
Portfolio turnover rate                      328.25%#
Average commission rate paid(1)           $    0.0565
</TABLE>
   * Annualized
   # Not Annualized
 (a) Had certain waivers and reimbursements not been in effect, the
     ratio of expenses to average net assets for the period would have
     been 5.23% and the ratio of net investment loss to average net
     assets for the period would have been (3.37%).
 (1) Computed by dividing the total amount of brokerage commissions
     paid by the total shares of investment securities purchased and
     sold during the period for which commissions were charged.

 
                See accompanying notes to financial statements.
 
                                        9
<PAGE>   10
 
NEEDHAM GROWTH FUND
 
                                       NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
 
1. ORGANIZATION
 
Needham Growth Fund (the "Fund") is a portfolio of The Needham Funds, Inc.,
which is registered under the Investment Company Act of 1940 as a
non-diversified, open-end management investment company. The Needham Funds, Inc.
was organized as a Maryland corporation on October 12, 1995.
 
2. SIGNIFICANT ACCOUNTING POLICIES
 
Security Valuation: Investments in securities (including options) listed or
traded on a nationally recognized securities exchange are valued at the last
quoted sales price on the date the valuations are made. Securities regularly
traded in the over-the-counter market are valued at the last quoted sales price
on the NASDAQ System. If no sales price is available for a listed or NASDAQ
security, or if the security is not listed on NASDAQ, such security is valued at
a price equal to the mean of the latest bid and ask prices. All other securities
and assets for which market quotations are not readily available are valued at
their fair value as determined in good faith by the Board of Directors.
 
Federal Income Taxes: The Fund's policy is to comply with the requirements of
the Internal Revenue Code that are applicable to regulated investment companies
and to distribute all its taxable income to its shareholders. Therefore, no
federal income tax provision is required.
 
Organizational Costs: Organizational costs have been capitalized and are being
amortized on a straight line basis over a period not exceeding 60 months
beginning at the Fund's commencement of operations.
 
Other: Security transactions are accounted for on the date the securities are
purchased or sold. Costs used in determining realized gains and losses on the
sale of investment securities are those of specific securities sold. Dividend
income and distributions to shareholders are recorded on the ex-dividend date.
Interest income is recorded on an accrual basis.
 
3. INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES
 
The Fund has engaged Needham Investment Management L.L.C. ("the Advisor") to
manage its investments. The Fund pays the Advisor a fee at the annual rate of
1.25% of the average daily net asset value of the Fund.
 
The Advisor has voluntarily agreed to waive its fee for, and to reimburse
expenses of, the Fund in an amount that operates to limit annual operating
expenses for the year ending December 31, 1996 to not more than 2.50% of average
daily net assets. For the six months ended June 30, 1996, the Advisor has waived
its fee of $29,924 and has agreed to reimburse other expenses in the amount of
$38,497.
 
PFPC, Inc. ("PFPC") acts as the Fund's Administrator. The Fund pays PFPC a fee
at the annual rate of 0.10% of the average daily net asset value of the Fund.
PFPC also acts as the Fund's shareholder servicing agent and transfer agent.
 
Certain officers and directors of the Fund are also officers and directors of
the Advisor.
 
                                       10
<PAGE>   11
 
                            NOTES TO FINANCIAL STATEMENTS (UNAUDITED)(CONTINUED)
 
4. DISTRIBUTION PLAN
 
The Fund has adopted a Distribution Plan pursuant to Rule 12b-1 under the
Investment Company Act of 1940. Under the plan in effect for the fiscal year
ending December 31, 1996, the Fund will pay Needham & Company, Inc. and any
other distributor or financial institution with which the Fund has an agreement,
a fee at an annual rate of 0.25 of 1% of the Fund's daily net assets. For the
six months ended June 30, 1996, the Fund incurred $6,271 of distribution fees.
 
5. INVESTMENT TRANSACTIONS
 
For the six months ended June 30, 1996, the Fund made purchases of $14,668,842
and sales of $9,514,189 in investment securities, excluding short-term
investments.
 
At June 30, 1996, gross unrealized appreciation and depreciation for financial
reporting and federal income tax purposes of investment securities were $669,266
and $(164,994), respectively. The federal income tax basis of investments is the
same as the book basis.
 
6. OPTION TRANSACTIONS
 
The Fund may write call options on securities they own or have the right to
acquire, and may purchase put and call options on individual securities and
indexes written by others. Put and call options give the holder the right to
sell or purchase, respectively, a specified amount of a security at a specified
price on a certain date.
 
Put and call options purchased are accounted for in the same manner as portfolio
securities. The cost of securities acquired through the exercise of call options
is increased by the premium paid. The proceeds from securities sold through the
exercise of put options are decreased by the premiums paid. Options on stock
indexes differ from options on securities in that the exercise of an option on a
stock index does not involve delivery of the actual underlying security and are
settled in cash only.
 
When the Fund writes an option, the premium received by the Fund is recorded as
a liability and is subsequently adjusted to the current market value of the
option written. Premiums received from writing options which expire unexercised
are recorded by the Fund on the expiration date as realized gains from option
transactions. When the Fund enters into a closing purchase transaction, the Fund
realizes a gain or loss equal to the difference between the cost of a closing
purchase transaction and the premium received when the call option was written.
If a call option is exercised, the premium is added to the proceeds from the
sale of the underlying security in determining whether the Fund has a realized
gain or loss. If a put option is exercised, the premium reduces the cost basis
of the security purchased by the Fund.
 
A summary of put and call options written by the Fund for the six months ended
June 30, 1996 is as follows:
 
<TABLE>
<CAPTION>
                                      NUMBER OF     PREMIUM
          OPTIONS WRITTEN             CONTRACTS     RECEIVED
- ------------------------------------  ---------     --------
<S>                                   <C>           <C>
Options outstanding at beginning of
  period                                   --             --
Options written                           495       $165,214
Options expired                            --             --
Options exercised                         (10)        (1,908)
Options terminated in closing
  transactions                           (190)       (65,661)
                                         ----       --------
Options outstanding at June 30, 1996      295       $ 97,645
                                         ====       ========
</TABLE>
 
                                       11
<PAGE>   12
 
NEEDHAM GROWTH FUND
 
                            NOTES TO FINANCIAL STATEMENTS (UNAUDITED)(CONTINUED)
 
8. SHORT SALE TRANSACTIONS
 
The Fund may sell securities short for hedging purposes. During the six months
ended June 30, 1996, the Fund sold securities short 'against the box'. This
occurs when the Fund enters into a short sale while holding an offsetting long
position in the security sold short. An equivalent amount of securities owned by
the Fund are segregated as collateral while the short sale is outstanding. At
June 30, 1996, the market value of securities separately segregated to cover
short positions was $832,563. For financial statement purposes, an amount equal
to the settlement amount is included in the Statement of Net Assets as an asset
and an equivalent liability. The amount of the liability is subsequently
marked-to-market to reflect the current value of the short position.
 
9. COMPONENTS OF NET ASSETS
 
At June 30, 1996 net assets consisted of:
 
<TABLE>
<S>                                               <C>
Paid-in Capital                                   $8,345,408
Accumulated Net Investment Loss                      (16,158)
Accumulated Realized Net Gains                       791,834
Net Unrealized Appreciation (Depreciation) of
  Investment Securities                              504,272
                                                  ----------
  Total Net Assets                                $9,625,356
                                                  ==========
</TABLE>
 
                                       12
<PAGE>   13
 
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<PAGE>   14
 
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<PAGE>   15
 
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<PAGE>   16
 
INVESTMENT ADVISER
   Needham Investment Management L.L.C.
   445 Park Avenue
   New York, NY 10022
 
DISTRIBUTOR
   Needham & Company, Inc.
   445 Park Avenue
   New York, NY 10022
   (212) 371-8300
 
ADMINISTRATOR, SHAREHOLDER SERVICING
   AGENT AND TRANSFER AGENT
   PFPC Inc.
   400 Bellevue Parkway
   Wilmington, DE 19809
   (800) 625-7071
 
CUSTODIAN
   PNC Bank, N.A.
   200 Stevens Drive,
   Airport Business Center
   Lester, PA 19113
 
DIRECTORS
   George A. Needham
   Raj Rajaratnam
   George D. Gould
   James P. Poitras
   F. Randall Smith
   Roger W. Johnson, as of July 18, 1996
 
EXECUTIVE OFFICERS
   Raj Rajaratnam, President
   Howard S. Schachter,
      Executive Vice President
 
COUNSEL
   Fulbright & Jaworski L.L.P.
   666 Fifth Avenue
   New York, NY 10103
 
INDEPENDENT AUDITORS
   Ernst & Young LLP
   787 Seventh Avenue
   New York, NY 10019
 
   LOGO
 
                                      NEEDHAM
                                    GROWTH FUND
 
                                    SEMI-ANNUAL
                                      REPORT
                                 SIX MONTHS ENDED
                                   JUNE 30, 1996
                                    (UNAUDITED)
 
                                      ADVISER
                       NEEDHAM INVESTMENT MANAGEMENT L.L.C.
                                  445 PARK AVENUE
                             NEW YORK, NEW YORK 10022
 
               For more information call the Fund's Administrator at
                                  1-800-625-7071


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