<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 000-21593
WESTERN PENNSYLVANIA ADVENTURE CAPITAL FUND
(Exact Name of Registrant as Specified in its Charter)
Pennsylvania 25-1792727
(State of Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2000 Technology Drive, Suite 150
Pittsburgh, PA 15219-3109
(Address of Principal Executive Offices and Zip Code)
412-687-0977
(Registrant's Telephone Number, Including Area Code)
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
requirement for the past 90 days.
X Yes No
-------- --------
Number of shares outstanding of the issuer's Common Stock, par value $.01 per
share, as of July 18, 1997: 2,110,100 shares
1
<PAGE>
Part I - Financial Information
Item 1. Financial Statements
Page No.
--------
Report on Review by Independent Certified 3
Public Accountants
Statement of Assets and Liabilities, as 4
of June 30, 1997 (unaudited) and December 31, 1996
Statement of Operations, for the Periods
April 1, 1997 through June 30, 1997 and 5
January 1, 1997 through June 30, 1997 (unaudited)
Statement of Changes in Net Assets (Deficit),
for the Periods April 1, 1997 through June 30, 1997 and 6
January 1, 1997 through June 30, 1997 (unaudited)
Statement of Cash Flows, for the Periods 7
April 1, 1997 through June 30, 1997 and
January 1, 1997 through June 30, 1997 (unaudited)
Notes to Financial Statements 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 12
Statement by Management Concerning Review of Interim 13
Information by Independent Certified Public Accountants
Statement by Management Concerning the Fair 14
Presentation of Interim Financial Information
2
<PAGE>
REPORT ON REVIEW BY INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS
To the Board of Directors
Western Pennsylvania Adventure Capital Fund
We have reviewed the accompanying statement of assets and liabilities of Western
Pennsylvania Adventure Capital Fund as of June 30, 1997, and the related
statements of operations, changes in net assets (deficit), and cash flows for
the three and six month periods ended June 30, 1997. These financial statements
are the responsibility of the company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists primarily of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the statement of assets and liabilities as of December 31, 1996 and
the related statements of operations, changes in net assets (deficit), and cash
flows for the period from inception (May 23, 1996) to December 31, 1996 (not
presented herein), and in our report dated March 25, 1997, we expressed an
unqualified opinion on those financial statements.
s/ Goff, Ellenbogen, Backa & Alfera, LLC
Goff, Ellenbogen, Backa & Alfera, LLC
Pittsburgh, July 25, 1997
3
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Western Pennsylvania Adventure Capital Fund
Statement of Assets and Liabilities
As of
<TABLE>
<CAPTION>
June 30, 1997 December 31, 1996
------------- -----------------
(unaudited)
<S> <C> <C>
Assets
------
Cash $ 133 $ 418
Organization Costs 15,000 15,000
-------- --------
Total Assets $ 15,133 $ 15,418
======== ========
Liabilities
-----------
Accounts Payable $104,952 $ 53,167
Demand Note Payable 1,000 1,000
Accrued Interest Payable 64 24
-------- --------
Total Liabilities $106,016 $ 54,191
======== ========
Net Assets
----------
Common Stock, Par Value $.01 $ 2,500 $ 2,500
Per Share, Authorized 10,000,000
Shares, Issued and Outstanding
250,000 Shares
Syndication Costs (79,588) (41,167)
Retained Deficit (13,795) (106)
-------- --------
Net Assets (Deficit) Applicable to
Shares Outstanding $(90,883) $(38,773)
======== ========
Net Assets (Deficit) Value Per Share $(0.36) $(0.16)
======== ========
</TABLE>
See Accountant's Report and accompanying notes to financial statements.
4
<PAGE>
Western Pennsylvania Adventure Capital Fund
Statement of Operations
For the Periods
<TABLE>
<CAPTION>
April 1, 1997 January 1, 1997
through through
June 30, 1997 June 30, 1997
------------- -------------
(unaudited) (unaudited)
<S> <C> <C>
Revenues $ 0 $ 0
Expenses:
General and Administrative 5,470 13,598
Interest 20 40
Bank Charges 26 51
------- --------
Total Expenses 5,516 13,689
------- --------
Net Loss $(5,516) $(13,689)
======= ========
Earnings (Loss) Per Share $ (0.02) $ (0.05)
======= ========
</TABLE>
See Accountant's Report and accompanying notes to financial statements.
5
<PAGE>
Western Pennsylvania Adventure Capital Fund
Statement of Changes in Net Assets (Deficit)
For the Periods
<TABLE>
<CAPTION>
April 1, 1997 January 1, 1997
through through
June 30, 1997 June 30, 1997
------------- -------------
(unaudited) (unaudited)
<S> <C> <C>
From Operations
Net Loss $(5,516) $(13,689)
From Share Transactions:
Syndication Costs (5,940) (38,421)
-------- --------
Net Decrease in Net Assets
Derived from Share Transactions (5,940) (38,421)
-------- --------
Net Decrease in Net Assets (11,456) (52,110)
Net Assets (Deficit): (79,427) (38,773)
-------- --------
Beginning of Period
End of Period $(90,883) $(90,883)
======== ========
</TABLE>
See Accountant's Report and accompanying notes to financial statements.
6
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Western Pennsylvania Adventure Capital Fund
Statement of Cash Flows
For the Periods
<TABLE>
<CAPTION>
April 1, 1997 January 1, 1997
through through
June 30, 1997 June 30, 1997
------------- -------------
(unaudited) (unaudited)
<S> <C> <C>
Cash Flow from Operating Activities:
Operating Expenses Paid $ (510) $ (785)
------ ------
Net Cash Used by Operating Activities (510) (785)
------ ------
Cash Flow from Financing Activities:
Advance from The Enterprise 500 500
------ ------
Corporation
Net Cash Provided by
Financing Activities 500 500
------ ------
Net Increase (Decrease) in Cash: (10) (285)
Cash at Beginning of Period 143 418
------ ------
Cash at End of Period $ 133 $ 133
====== ======
</TABLE>
See Accountant's Report and accompanying notes to financial statements.
7
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Western Pennsylvania Adventure Capital Fund
Notes to Financial Statements
June 30, 1997
Note 1 - Summary of Significant Accounting Policies:
- ----------------------------------------------------
This summary of significant accounting policies of Western Pennsylvania
Adventure Capital Fund ("the Fund") is presented to assist in understanding the
Fund's financial statements. These accounting policies conform with generally
accepted accounting principles and have been consistently applied in the
preparation of the financial statements.
Nature of Operations
The Fund is a newly-formed Pennsylvania corporation, incorporated on May 23,
1996, which has conducted no significant business operations. The Fund has been
formed to become a Business Development Company ("BDC") and to be subject to the
applicable provisions of the Investment Company Act of 1940, as amended (the
"1940 Act"). The Fund intends to invest primarily in the equity and/or debt
securities of development stage companies located in western Pennsylvania. The
Fund will seek to make its investments in conjunction with a consortium of
investment partners such as individual investors, private non-profit or for-
profit companies or foundations, and federal, state or local public, quasi-
public or publicly-supported economic development organizations, agencies or
authorities which provide investment capital or low interest or other financing
for economic development.
The Fund's Board of Directors, which will be elected by the shareholders
annually, will have responsibility for management of the Fund, including
authority to select portfolio securities for investment by the Fund. The Board
will be advised by the officers of the Fund and by The Enterprise Corporation of
Pittsburgh ("Enterprise"), the Fund's investment advisor. Enterprise will
screen potential Portfolio Companies and present them to the Fund's Board for
investment consideration, conduct due diligence reviews of investment candidates
and manage the day-to-day operations of the Fund including, portfolio
management, preparing reports to shareholders and performing administrative
services. The recommendations of Enterprise as to investments are advisory only
and will not be binding on the Fund or its Board of Directors. Enterprise is a
private, non-profit consulting firm founded in 1983 for the purpose of assisting
entrepreneurs in developing new businesses in western Pennsylvania.
Enterprise will receive a fee equal to 5% of the aggregate amount of assets
invested by the Fund in portfolio securities for providing investment advisory
and administrative services to the Fund. Enterprise may also receive
compensation from investment partners or members of any investment consortium
that invests with the Fund in portfolio securities, all on such basis as such
other parties and Enterprise shall agree.
8
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Basis of Presentation - Interim Financial Statements
The financial information included herein has been prepared from the books and
records without audit. The accompanying financial statements have been prepared
in accordance with the instructions to Form 10-Q and do not include all of the
information and the footnotes required by generally accepted accounting
principles for complete statements. In the opinion of management, all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair presentation of the financial condition, results of operations, changes in
net assets (deficit), and cash flows, have been included.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
These financial statements should be read in conjunction with the financial
statements and notes thereto for the period from the date of inception (May 23,
1996) to December 31, 1996, contained in the Fund's 1996 Annual Report on Form
10-K.
As the Fund was incorporated on May 23, 1996, and was inactive through June 30,
1996, there are no corresponding financial statements for the comparable interim
periods of calendar year 1996.
Basis of Presentation - Net Assets
The Fund is currently offering a total of 5,000,000 shares of its common stock,
par value $.01, at a price of $1.00 per share under Regulation E of the
Securities Act of 1933 (the "Offering"). In connection with its services in
organizing the formation and development of the Fund, Enterprise purchased
250,000 shares of common stock for $.01 per Share. If all 5,000,000 Shares are
sold in the Offering, the Shares held by Enterprise will represent 4.8% of the
issued and outstanding shares of the Fund. If less than 5,000,000 Shares are
sold in the Offering, the Fund shall have the right to repurchase from
Enterprise for $.01 per share such number of Shares as will result in
Enterprise's ownership percentage in the Fund immediately following the Offering
being 4.8%. The Shares purchased by Enterprise represent founder's shares.
Syndication Costs
For the three and six month periods ending June 30, 1997, legal and other costs
of $5,940 and $38,421, respectively, incurred in connection with the Offering
have been capitalized and reported as a permanent reduction of net assets.
Start-Up and Organization Costs
A total of $15,000 was incurred in 1996 in connection with the start-up and
organization of the Fund. These costs have been deferred and will be amortized
9
<PAGE>
ratably over a period of 60 months from the date the Fund commences investment
operations.
Note 2 - Sale of Securities
- ---------------------------
As of June 30, 1997, the Fund had received subscriptions for 1,670,100 shares of
its common stock under the Offering. The proceeds from these subscriptions must
be deposited in an escrow account with the Fund's escrow agent, PNC Bank, until
such time as the escrow account reaches $1 million. At that time, the Fund can
withdraw the funds from the escrow account and begin to invest in portfolio
securities. If subscriptions for 1,000,000 shares ($1 million) have not been
received and accepted by the Fund by April 30, 1997 (extended by the Fund during
the second quarter to a date not later than July 31, 1997), the Fund will
terminate the Offering and return all proceeds received by it to the
subscribers. As of June 30, 1997, proceeds received from subscribers under the
Offering totaled $1,670,100.
Note 3 - Demand Note Payable
- ----------------------------
On September 12, 1996, the Fund entered into a promissory note agreement with
Enterprise whereby Enterprise agreed to lend the Fund $1,000. The note is
payable upon demand and accrues interest at 8% per annum.
Note 4 - Interest on Escrow Funds
- ---------------------------------
Under the terms of the Offering, any interest earned on any subscriptions held
in the escrow account for more than 90 days will be paid to the subscribers at
the time funds are released from the escrow account. If the Offering fails to
obtain subscriptions for one million shares ($1 million) within the prescribed
time period, all funds, along with related interest earned on the funds, will be
returned to subscribers. As of June 30, 1997, the interest earned on escrowed
funds amounted to $23,602.52. Such funds were being held in the escrow account.
10
<PAGE>
Note 5 - Subsequent Events
- --------------------------
As of July 11, 1997, the Fund had received subscriptions for 1,860,100 shares of
common stock under the Offering. The proceeds from these subscriptions totaled
$1,860,100 and were being held by the escrow agent.
On July 11, 1997, the Fund withdrew substantially all of the funds from the
escrow account, and in accordance with the terms of the Offering, authorized the
payment of interest to all subscribers whose funds had been held in the escrow
account for more than 90 days. This interest totaled $20,326.86.
The funds released from escrow have been temporarily invested, pending
investment in Portfolio Securities, in cash equivalents, government securities,
and high quality debt securities. A portion of these funds were disbursed to
pay accumulated obligations whose payment was deferred until funds were released
from escrow.
11
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
- -------------------------------------------------------------------------
Results of Operations
- ---------------------
Results of Operations
- ---------------------
There were no revenues for the three month and six month periods ending June 30,
1997. Expenses for the three and six month periods ending June 30, 1997 were
$5,516 and $13,689, respectively, and consisted primarily of professional fees
of $4,946 and $12,824, respectively, for the audit of the Registrant's financial
statements for the period from inception (May 23, 1996) through December 31,
1996, and the review of the Registrant's financial statements for the three
month period ended March 31, 1997.
The Registrant is soliciting subscriptions for the purchase of a minimum of
1,000,000 shares and a maximum of 5,000,000 shares of its Common Stock under an
offering circular dated November 7, 1996 (the "Offering Circular"). Under the
terms of the Offering Circular, shares are being offered at $1.00 per share,
with a minimum purchase of 10,000 shares per investor, subject to the discretion
of the Registrant to accept subscriptions for fewer shares. The shares are
being offered directly by the Registrant. There are no brokers, placement
agents or other persons who will receive commissions or placement fees from the
sale of shares under the Offering Circular.
Financial Condition, Liquidity and Capital Resources
- ----------------------------------------------------
The Registrant's liquidity and financial resources will be dependent upon the
sale of its Common Stock in the Offering. If the Registrant is successful in
obtaining subscriptions for 1,000,000 shares ($1 million), the proceeds from
sale of securities may be released to the Registrant from the escrow agent. If
successful, the Registrant expects to be in a position to begin investing in
Portfolio Securities. As of July 11, 1997, subscriptions for purchase of
1,860,100 shares of the Registrant's Common Stock have been received, and the
funds, $1,860,100, had been held by the escrow agent.
Under the terms of the Offering, the Fund can withdraw funds from the escrow
account and begin to invest in portfolio securities at such time as the escrow
account reaches $1 million. On July 11, 1997, the Fund withdrew substantially
all of the funds from the escrow account, and in accordance with the terms of
the Offering, authorized the payment of interest to all subscribers whose funds
had been held in the escrow account for more than 90 days. This interest
totaled $20,326.86.
The funds released from escrow have been temporarily invested, pending
investment in Portfolio Securities, in cash equivalents, government securities,
and high quality debt securities. A portion of these funds were disbursed to
pay accumulated obligations whose payment was deferred until funds were released
from escrow.
12
<PAGE>
Statement by Management Concerning Review of Interim Financial
Information by Independent Certified Public Accountants
The June 30, 1997 financial statements included in this filing on Form 10-Q have
been reviewed by Goff, Ellenbogen, Backa & Alfera, LLC, independent certified
public accountants, in accordance with established professional standards and
procedures for such review. The report of Goff, Ellenbogen, Backa & Alfera, LLC
commenting on their review accompanies the financial statements included in Item
1 of Part I.
13
<PAGE>
Statement by Management Concerning the Fair Presentation
of Interim Financial Information
The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting solely of normal recurring
adjustments), which are, in the opinion of management, necessary to a fair
statement of the results for the interim period. The report of Goff,
Ellenbogen, Backa & Alfera, LLC commenting upon their review accompanies the
financial statements included in Item 1 of Part I.
14
<PAGE>
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) List of Exhibits
11 Computation of earnings per share for the three months and six
months ended June 30, 1997
27 Financial Data Schedule
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the quarter
ended June 30, 1997
15
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Western
Pennsylvania Adventure Capital Fund has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Western Pennsylvania Adventure Capital Fund
(Registrant)
s/ G. Richard Patton
----------------------------------
Date July 18 , 1997 G. Richard Patton
-------------- President, Chief Executive Officer
and Director
s/ Alvin J. Catz
-----------------------------------
Date July 18, 1997 Alvin J. Catz
-------------
Chief Financial Officer, Treasurer
and Director
16
<PAGE>
Item 6 (a), Exhibit 11
Western Pennsylvania Adventure Capital Fund
Schedule of Computation of Earnings Per Common Share
For the Periods
<TABLE>
<CAPTION>
April 1, 1997 January 1, 1997
through through
June 30, 1997 June 30, 1997
------------- -------------
(unaudited) (unaudited)
<S> <C> <C>
Net Loss $ 5,516 $ 13,689
======== =========
Weighted Average Number of 250,000 250,000
======== =========
Common Shares Outstanding
Earning (Loss) per Common Share $ (.02) $ (.05)
======== =========
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENT OF ASSETS AND LIABILITIES AT JUNE 30, 1997 AND THE STATEMENT OF
OPERATIONS FROM JANUARY 1, 1997 TO JUNE 30, 1997 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997
<PERIOD-START> APR-01-1997 JAN-01-1997
<PERIOD-END> JUN-30-1997 JUN-30-1997
<INVESTMENTS-AT-COST> 0 0
<INVESTMENTS-AT-VALUE> 0 0
<RECEIVABLES> 0 0
<ASSETS-OTHER> 15,000 15,000
<OTHER-ITEMS-ASSETS> 0 0
<TOTAL-ASSETS> 15,133 15,133
<PAYABLE-FOR-SECURITIES> 0 0
<SENIOR-LONG-TERM-DEBT> 0 0
<OTHER-ITEMS-LIABILITIES> 106,016 106,016
<TOTAL-LIABILITIES> 106,016 106,016
<SENIOR-EQUITY> 0 0
<PAID-IN-CAPITAL-COMMON> (79,588) (79,588)
<SHARES-COMMON-STOCK> 250,000 250,000
<SHARES-COMMON-PRIOR> 250,000 250,000
<ACCUMULATED-NII-CURRENT> 0 0
<OVERDISTRIBUTION-NII> 0 0
<ACCUMULATED-NET-GAINS> 0 0
<OVERDISTRIBUTION-GAINS> 0 0
<ACCUM-APPREC-OR-DEPREC> 0 0
<NET-ASSETS> (90,883) (90,883)
<DIVIDEND-INCOME> 0 0
<INTEREST-INCOME> 0 0
<OTHER-INCOME> 0 0
<EXPENSES-NET> 5,516 13,689
<NET-INVESTMENT-INCOME> 0 0
<REALIZED-GAINS-CURRENT> 0 0
<APPREC-INCREASE-CURRENT> 0 0
<NET-CHANGE-FROM-OPS> (5,516) (13,689)
<EQUALIZATION> 0 0
<DISTRIBUTIONS-OF-INCOME> 0 0
<DISTRIBUTIONS-OF-GAINS> 0 0
<DISTRIBUTIONS-OTHER> 0 0
<NUMBER-OF-SHARES-SOLD> 0 0
<NUMBER-OF-SHARES-REDEEMED> 0 0
<SHARES-REINVESTED> 0 0
<NET-CHANGE-IN-ASSETS> (11,456) (52,110)
<ACCUMULATED-NII-PRIOR> 0 0
<ACCUMULATED-GAINS-PRIOR> 0 0
<OVERDISTRIB-NII-PRIOR> 0 0
<OVERDIST-NET-GAINS-PRIOR> 0 0
<GROSS-ADVISORY-FEES> 0 0
<INTEREST-EXPENSE> 20 40
<GROSS-EXPENSE> 5,516 13,689
<AVERAGE-NET-ASSETS> (85,155) (64,828)
<PER-SHARE-NAV-BEGIN> (0.32) (0.16)
<PER-SHARE-NII> 0 0
<PER-SHARE-GAIN-APPREC> 0 0
<PER-SHARE-DIVIDEND> 0 0
<PER-SHARE-DISTRIBUTIONS> 0 0
<RETURNS-OF-CAPITAL> 0 0
<PER-SHARE-NAV-END> (0.36) (0.36)
<EXPENSE-RATIO> (0.06) (0.21)
<AVG-DEBT-OUTSTANDING> 1,000 1,000
<AVG-DEBT-PER-SHARE> 0 0
</TABLE>
