<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 March 31, 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 May 5, 1997: 250,000 shares
1
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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 March 31, 1997 (unaudited) and December 31, 1996
Statement of Operations, for the Period 5
January 1, 1997 through March 31, 1997 (unaudited)
Statement of Changes in Net Assets 6
(Deficit), for the Period January 1, 1997
through March 31, 1997 (unaudited)
Statement of Cash Flows, for the Period 7
January 1, 1997 through March 31, 1997 (unaudited)
Notes to Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial 12
Condition and Results of Operations
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 March 31, 1997, and the related
statements of operations, changes in net assets (deficit), and cash flows for
the three-month period ended March 31, 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, Backa, Alfera & Company
Goff, Backa, Alfera & Company
Pittsburgh, Pennsylvania
May 13, 1997
3
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Western Pennsylvania Adventure Capital Fund
Statement of Assets and Liabilities
As of
<TABLE>
<CAPTION>
March 31, 1997 December 31, 1996
-------------- -----------------
(unaudited)
Assets
------
<S> <C> <C>
Cash $ 143 $ 418
Organization Costs 15,000 15,000
-------- --------
Total Assets $ 15,143 $ 15,418
======== ========
Liabilities
-----------
Accounts Payable $ 93,526 $ 53,167
Demand Note Payable 1,000 1,000
Accrued Interest Payable 44 24
-------- --------
Total Liabilities $ 94,570 $ 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 (73,648) (41,167)
Retained Deficit (8,279) (106)
-------- --------
Net Assets (Deficit) Applicable
to Shares Outstanding $(79,427) $(38,773)
======== ========
Net Assets (Deficit) Value
Per Share $(0.32) $(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 Period January 1, 1997 through March 31, 1997 (unaudited)
<TABLE>
<S> <C>
Revenues $ 0
Expenses:
General and Administrative 8,128
Interest 20
Bank Charges 25
-------
Total Expenses 8,173
-------
Net Loss $(8,173)
=======
Earnings (Loss) Per Share $ (0.03)
=======
</TABLE>
See Accountant's Report and accompanying notes to financial statements.
5
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Western Pennsylvania Adventure Capital Fund
Statement of Changes in Net Assets (Deficit)
For the Period January 1, 1997 through March 31, 1997 (unaudited)
<TABLE>
<S> <C>
From Operations
Net Loss $ (8,173)
From Share Transactions:
Syndication Costs (32,481)
-----------
Net Decrease in Net Assets
Derived from Share Transactions (32,481)
-----------
Net Decrease in Net Assets (40,654)
Net Assets (Deficit):
Beginning of Period (38,773)
-----------
End of Period $ (79,427)
===========
</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 Period January 1, 1997 through March 31, 1997 (unaudited)
<TABLE>
<S> <C>
Cash Flow from Operating Activities:
Operating Expenses Paid $(275)
-----
Net Cash Used by Operating Activities (275)
-----
Net Increase (Decrease) in Cash: (275)
Cash at Beginning of Period 418
-----
Cash at End of Period $ 143
=====
</TABLE>
See Accountant's Report and accompanying notes to financial statements.
7
<PAGE>
Western Pennsylvania Adventure Capital Fund
Notes to Financial Statements
March 31, 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, there are no corresponding
financial statements for the comparable interim period 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 month period ending March 31, 1997, legal and other costs of
$32,481 incurred in connection with the Offering have been capitalized and
reported as a permanent reduction of net assets.
9
<PAGE>
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
ratably over a period of 60 months from the date the Fund commences investment
operations.
Note 2 -- Sale of Securities
- ----------------------------
As of March 31, 1997, the Fund had received subscriptions for 934,100 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 (subject to extension at the
Fund's discretion 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 March 31, 1997, proceeds received from subscribers under the
Offering totaled $934,100.
Note 3 -- Subsequent Events
- ----------------------------
As of May 5, 1997, the Fund had received subscriptions for 1,254,100 shares of
common stock under the Offering. The proceeds from these subscriptions totaled
$1,254,100 and were being held by the escrow agent.
As of May 5, 1997, the Fund had elected to extend the Offering to a date not
later than July 31, 1997.
Note 4 -- 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 5 -- 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 March 31,
10
<PAGE>
1997, the interest earned on escrowed funds amounted to $7,035. Such funds are
being held in the escrow account.
11
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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 period ending March 31, 1997.
Expenses for the three month period ending March 31, 1997 were $8,173, and
consisted primarily of professional fees of $7,878 for the audit of the
Registrant's financial statements for the period from inception (May 23, 1996)
through December 31, 1996.
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 May 5, 1997, subscriptions for purchase of
1,254,100 shares of the Registrant's Common Stock have been received, and the
funds, $1,254,100, are being 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. While the escrow account exceeded $1 million as of
May 5, 1997, the Fund had elected not to withdraw funds, and had extended the
Offering to a date not later than July 31, 1997.
12
<PAGE>
Statement by Management Concerning Review of Interim Financial
Information by Independent Certified Public Accountants
The March 31, 1997 financial statements included in this filing on Form 10-Q
have been reviewed by Goff, Backa, Alfera & Company, independent certified
public accountants, in accordance with established professional standards and
procedures for such review. The report of Goff, Backa, Alfera & Company
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, Backa,
Alfera & Company 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
ended March 31, 1997
27 Financial Data Schedule
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the quarter
ended March 31, 1997
15
<PAGE>
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 May 7, 1997 G. Richard Patton
-------------------- President, Chief Executive Officer
and Director
/s/ Alvin J. Catz
----------------------------------
Date May 7, 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 Period January 1, 1997 through March 31, 1997 (unaudited)
<TABLE>
<S> <C>
Net Loss $ 8,173
============
Weighted Average Number of 250,000
Common Shares Outstanding ============
Earning (Loss) per Common Share $ (.03)
============
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
Statement of Assets and Liabilities at March 31, 1997 and the Statement of
Operations from January 1, 1997 to March 31, 1997 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 0
<ASSETS-OTHER> 15,000
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 15,143
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 94,570
<TOTAL-LIABILITIES> 94,570
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> (73,648)
<SHARES-COMMON-STOCK> 250,000
<SHARES-COMMON-PRIOR> 250,000
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> (79,427)
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 8,173
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> (8,173)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (40,654)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 20
<GROSS-EXPENSE> 8,173
<AVERAGE-NET-ASSETS> (59,100)
<PER-SHARE-NAV-BEGIN> (0.16)
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> (0.32)
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 1,000
<AVG-DEBT-PER-SHARE> 0
</TABLE>
