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 December 31, 1995
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 0-10179
ML VENTURE PARTNERS I, L.P.
================================================================================
(Exact name of registrant as specified in its charter)
Delaware 13-3115686
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
World Financial Center, North Tower
New York, New York 10281-1326
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 449-1000
Not applicable
================================================================================
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
<PAGE>
INDEX
ML VENTURE PARTNERS I, L.P.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Balance Sheets as of December 31, 1995 (Unaudited) and September 30, 1995
Schedule of Portfolio Investments as of December 31, 1995 (Unaudited)
Statements of Operations for the Three Months Ended December 31, 1995 and 1994
(Unaudited)
Statements of Cash Flows for the Three Months Ended December 31, 1995 and 1994
(Unaudited)
Statement of Changes in Partners' Capital for the Three Months Ended December
31, 1995 (Unaudited)
Notes to Financial Statements (Unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
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.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
ML VENTURE PARTNERS I, L.P.
BALANCE SHEETS
<TABLE>
December 31, 1995 September 30,
(Unaudited) 1995
ASSETS
Investments - Note 2
Portfolio investments, at fair value
(cost $1,681,867 at December 31, 1995 and
<S> <C> <C> <C> <C> <C>
$1,825,917 at September 30, 1995) $ 4,890,169 $ 3,493,542
Short-term investments, at amortized cost 299,193 1,099,650
Cash and cash equivalents 68,003 81,887
Receivable from securities sold 476,554 -
Note receivable - 213,084
Accrued interest receivable 222 1,355
-------------- ---------------
TOTAL ASSETS $ 5,734,141 $ 4,889,518
============== ===============
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Cash distribution payable - Note 6 $ 975,000
Accounts payable $ 23,419 9,104
Due to Management Company - Note 4 28,467 19,441
Due to Independent General Partners - Note 5 17,250 17,250
-------------- ---------------
Total liabilities 69,136 1,020,795
-------------- ---------------
Partners' Capital:
Managing General Partner 504,242 435,850
Individual General Partners 202 190
Limited Partners (12,000 Units) 1,952,259 1,765,058
Unallocated net unrealized appreciation of investments - Note 2 3,208,302 1,667,625
-------------- ---------------
Total partners' capital 5,665,005 3,868,723
-------------- ---------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 5,734,141 $ 4,889,518
============== ===============
</TABLE>
See notes to financial statements.
<PAGE>
ML VENTURE PARTNERS I, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED)
December 31, 1995
Active Portfolio Investments:
<TABLE>
Initial Investment
Company / Position Date Cost Fair Value
Inference Corporation(A)(B)(C)
<C> <C> <C> <C>
317,461 shares of common stock Feb. 1984 $ 1,590,571 $ 4,730,169
Brightware, Inc.(C)
332,157 shares of common stock 91,049 160,000
Warrants to purchase 6,000 shares of common stock
at $5.25 per share, expiring on 12/16/97 0 0
Warrants to purchase 8,391 shares of common stock
at $5.00 per share, expiring on 4/19/99 247 0
- - -------------------------------------------------------------------------------------------------------------------------------
Totals From Active Portfolio Investments $ 1,681,867 $ 4,890,169
=================================
</TABLE>
Supplemental Information: Liquidated Portfolio Investments(D)
<TABLE>
Cost Realized Gain Return
<S> <C> <C> <C>
Totals from Liquidated Portfolio Investments $ 52,993,062 $ 20,568,835 $ 73,561,897
-----------------------------------------------------
Combined Net Combined
Unrealized and Fair Value
Cost Realized Gain and Return
Totals from Active and Liquidated Portfolio Investments $ 54,674,929 $ 23,777,137 $ 78,452,066
=====================================================
</TABLE>
(A) Public company
(B) In December 1995, the Partnership sold 25,000 common shares of Inference
Corporation for $477,000, realizing a gain of $333,000. Additionally, in a
non-cash transaction, the Partnership exchanged its warrants to purchase
14,391 shares of common stock for 10,304 common shares of the company.
(C) The securities of Inference Corporation and Brightware, Inc. held by the
Partnership are considered non-income producing securities.
(D) Amounts provided for "Supplemental Information: Liquidated Portfolio
Investments" are cumulative from inception through December 31, 1995.
See notes to financial statements.
<PAGE>
ML VENTURE PARTNERS I, L.P.
STATEMENTS OF OPERATIONS (UNAUDITED)
For the Three Months Ended December 31,
<TABLE>
1995 1994
-------------- --------
INVESTMENT INCOME AND EXPENSES
<S> <C> <C>
Interest income $ 5,087 $ 6,800
-------------- ------------
Expenses:
Management fee - Note 4 28,467 14,807
Professional fees 23,387 30,316
Mailing and printing 11,593 6,925
Independent General Partners' fees - Note 5 17,250 17,250
Custodial fees 1,039 417
Miscellaneous 250 250
-------------- ------------
Total expenses 81,986 69,965
-------------- ------------
NET INVESTMENT LOSS (76,899) (63,165)
Net realized gain from portfolio investments 332,504 32,668
-------------- ------------
NET REALIZED GAIN (LOSS) FROM OPERATIONS
(allocable to Partners) - Note 3 255,605 (30,497)
Net change in unrealized appreciation of investments 1,540,677 29,488
-------------- ------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $ 1,796,282 $ (1,009)
============== ============
</TABLE>
See notes to financial statements.
<PAGE>
ML VENTURE PARTNERS I, L.P.
STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Three Months Ended December 31,
<TABLE>
1995 1994
------------ --------
CASH FLOWS USED FOR OPERATING ACTIVITIES
<S> <C> <C>
Net investment loss $ (76,899) $ (63,165)
Adjustments to reconcile net investment loss to cash used for operating
activities:
Decrease in receivables 1,133 -
(Increase) decrease in accrued interest on short-term investments 9,836 (248)
Increase in payables 23,341 3,104
------------ ------------
Cash used for operating activities (42,589) (60,309)
------------ ------------
CASH FLOWS PROVIDED FROM (USED FOR) INVESTING
ACTIVITIES
Net proceeds from the sale of portfolio investments - 103,000
Net return from (purchase of) short-term investments 790,621 (497,686)
Repayment of note 213,084 -
------------ ------------
Cash provided from (used for) investing activities 1,003,705 (394,686)
------------ ------------
CASH FLOWS USED FOR FINANCING ACTIVITIES
Cash distribution to Partners (975,000) -
------------ ------------
Decrease in cash and cash equivalents (13,884) (454,995)
Cash and cash equivalents at beginning of period 81,887 564,048
------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 68,003 $ 109,053
============ ============
</TABLE>
See notes to financial statements.
<PAGE>
ML VENTURE PARTNERS I, L.P.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (UNAUDITED)
For the Three Months Ended December 31, 1995
<TABLE>
Unallocated
Managing Individual Net Unrealized
General General Limited Appreciation of
Partner Partners Partners Investments Total
Balance at beginning of
<S> <C> <C> <C> <C> <C>
period $ 435,850 $ 190 $ 1,765,058 $ 1,667,625 $ 3,868,723
Net investment loss (769) (5) (76,125) - (76,899)
Net realized gain from
investments 69,161 17 263,326 - 332,504
Net change in unrealized
appreciation of investments - - - 1,540,677 1,540,677
------------ ------ -------------- ------------- ---------------
Balance at end of period $ 504,242 $ 202 $ 1,952,259(A) $ 3,208,302 $ 5,665,005
============ ====== ============== ============= ===============
</TABLE>
(A) The net asset value per Unit of limited partnership interest, including an
assumed allocation of net unrealized appreciation, is $374. Each Unit
represents an original capital contribution of $5,000. Cumulative cash
distributions paid through December 31, 1995 total $5,800 per Unit.
See notes to financial statements.
<PAGE>
ML VENTURE PARTNERS I, L.P.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
1. Organization and Purpose
ML Venture Partners I, L.P. (the "Partnership") is a Delaware limited
partnership formed on February 12, 1982. The Partnership's operations commenced
on October 15, 1982. Merrill Lynch Venture Capital Co., L.P., the managing
general partner of the Partnership (the "Managing General Partner"), is a New
York limited partnership formed on February 12, 1982, the general partner of
which is Merrill Lynch Venture Capital Inc. (the "Management Company"), an
indirect subsidiary of Merrill Lynch & Co., Inc. The Partnership is scheduled to
terminate no later than December 31, 1996.
The Partnership's objective is to realize long-term capital appreciation from
its portfolio of venture capital investments. From 1982 to 1986, the Partnership
assembled a portfolio of 34 venture capital investments in new and developing
companies and other special investment situations. The Partnership does not
engage in any other business or activity. The Partnership will not make
investments in new companies and will not reinvest the proceeds from the sale of
its remaining investments, except to make follow-on investments in existing
companies, if necessary.
2. Significant Accounting Policies
Valuation of Investments - Short-term investments are carried at amortized cost
which approximates market. Portfolio investments are carried at cost until
significant developments affecting an investment provide a basis for valuation.
Thereafter, portfolio investments are carried at fair value as determined
quarterly by the Managing General Partner under the supervision of the
Individual General Partners. The venture capital portfolio investments held by
the Partnership 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 valuation of the Partnership's portfolio investments. Use of
Estimates - 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. Investment
Transactions - Investment transactions are recorded on the accrual method.
Portfolio investments are recorded on the trade date, the date on which the
Partnership obtains an enforceable right to demand the securities or payment
therefor. Realized gains and losses on investments sold are computed on a
specific identification basis. 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 tax returns. The Partnership's net assets for
financial reporting purposes differ from its net assets for tax purposes. Net
unrealized appreciation of $3.2 million at December 31, 1995, which was recorded
for financial statement purposes, was not recognized for tax purposes.
Statements of Cash Flows - The Partnership considers its interest-bearing cash
account to be cash equivalents.
<PAGE>
ML VENTURE PARTNERS I, L.P.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
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 net
realized capital gains or 10% of net realized capital losses. The Partnership's
net realized gains or losses in excess of this allocation to the Managing
General Partner, as well as all other income, losses, deductions and credits, if
any, will be allocated among all the Partners, including the Managing General
Partner, in the proportion of their capital contributions to the Partnership.
For the period from October 15, 1982 (commencement of operations) to December
31, 1995, the Partnership had cumulative net realized capital gains of $20.6
million.
4. Related Party Transactions
The Management Company performs, or arranges for others to perform, the
management and administrative services necessary for the operation of the
Partnership. The Management Company receives compensation at the annual rate of
2% of the net assets of the Partnership. Such fee is determined and payable
quarterly.
5. Independent General Partners' Fees
As compensation for services rendered to the Partnership, each of the three
Independent General Partners receives $15,000 annually in quarterly
installments, $1,000 for each meeting of the General Partners attended or for
each other meeting, conference or engagement in connection with Partnership
activities at which attendance by an Independent General Partner is required and
$1,000 for each committee meeting attended ($500 if a committee meeting is held
on the same day as a meeting of the General Partners).
6. Cash Distributions
Cash distributions paid during the quarter ended December 31, 1995 and
cumulative cash distributions paid from inception to December 31, 1995 are
listed below:
<TABLE>
General Limited Per $5,000
Distribution Date Partners Partners Unit
- - ------------------------------------------------ -------------- --------------- ---------
<S> <C> <C> <C> <C> <C>
Inception to September 30, 1995 $ 3,960,000 $ 69,000,000 $ 5,750
October 12, 1995 375,000 600,000 50
-------------- --------------- ---------
Cumulative totals at December 31, 1995 $ 4,335,000 $ 69,600,000 $ 5,800
============== =============== =========
</TABLE>
7. Interim Financial Statements
In the opinion of Merrill Lynch Venture Capital Co., L.P., the managing general
partner of the Partnership, the unaudited financial statements as of December
31, 1995, and for the three month period then ended reflect all adjustments
necessary for the fair presentation of the results of the interim period.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Liquidity and Capital Resources
On October 12, 1995, the Partnership made a cash distribution to Partners
totaling $975,000; $600,000, or $50 per Unit, to Limited Partners of record on
September 30, 1995 and $375,000 to the Managing General Partner.
At December 31, 1995, the Partnership held $299,000 in short-term investments
with maturities of less than one year and $68,000 in an interest bearing cash
account. Funds needed to cover future operating expenses will be obtained from
the Partnership's existing cash reserves and from the sale of its remaining
portfolio investments.
At December 31, 1995, the Partnership's remaining investments had a cost of $1.7
million and a fair value of $4.9 million. It is expected that the Partnership's
remaining investments and all other assets will be liquidated during the 1996
calendar year.
Results of Operations
For the three months ended December 31, 1995 and 1994, the Partnership had a net
realized gain from operations of $256,000 and a net realized loss from
operations $30,000, respectively. Net realized gain or loss from operations is
comprised of 1) net realized gains or losses from portfolio investments and 2)
net investment income or loss.
Realized Gains and Losses from Portfolio Investments - For the three months
ended December 31, 1995, the Partnership had a $333,000 net realized gain
resulting from the sale of 25,000 shares of Inference Corporation in the public
market. Gross proceeds from the sale totaling $477,000 were received in January
1996.
For the three months ended December 31, 1994, the Partnership had a $33,000 net
realized gain from its portfolio investments. In December 1994, the Partnership
sold 10,000 common shares of Acuity Imaging, Inc. in the public market for
$81,000, realizing a gain of $11,000. Additionally in December 1994, the
Partnership sold 150,000 common shares of DTC Data Technology Corporation, a
portfolio investment previously written-off, for $22,000, realizing a gain of
$22,000.
Investment Income and Expenses - Net investment loss (investment income less
operating expenses) for the three months ended December 31, 1995 and 1994 was
$77,000 and $63,000, respectively. The increase in net investment loss primarily
resulted from a $14,000 increase in the management fee for the 1995 period
compared to the same period in 1994.
The Management Company receives a management fee at the annual rate of 2% of the
net assets of the Partnership. Such fee is determined and payable on the basis
of the Partnership's net assets at the end of each calendar quarter. Changes in
the management fee are due to fluctuations in the Partnership's net assets. The
increased management fee for the 1995 period compared to the 1994 period
primarily reflects the increased
<PAGE>
fair value of the Partnership's investment in Inference Corporation, which
completed its initial public offering in June 1995. The management fee and other
expenses incurred directly by the Partnership are paid with funds provided from
operations. Funds provided from operations are obtained from interest earned
from short-term investments and proceeds received from the sale of portfolio
investments.
Unrealized Gains and Losses and Changes in Unrealized Appreciation or
Depreciation of Investments - For the three months ended December 31, 1995, the
Partnership had a $1.6 million unrealized gain from its portfolio investments.
This unrealized gain resulted from the upward revaluation of the Partnership's
investment in Inference Corporation, reflecting the increased public market
value of the companies common stock at the end of the quarter. Additionally
during the period, the Partnership transferred $102,000 from unrealized gain to
realized gain relating to the 25,000 shares of Inference sold during the
quarter, as discussed above. As a result, net unrealized appreciation of
investments increased $1.5 million for the three months ended December 31, 1995.
For the three months ended December 31, 1994, the Partnership had an unrealized
gain from its portfolio investments of $14,000 resulting from the increased
public market price of the common stock of Acuity Imaging, Inc. Additionally
during the period, the Partnership reversed unrealized loss reserves of $16,000
due to the sale of Acuity shares during the quarter, as discussed above. As a
result, net unrealized appreciation of investments increased $30,000 for the
three months ended December 31, 1994.
Net Assets - For the three months ended December 31, 1995, the Partnership had a
$1.8 million net increase in net assets resulting from operations comprised of
the $1.5 million increase in net unrealized appreciation and the $256,000 net
realized gain from operations for the three month period.
For the three months ended December 31, 1994, the Partnership had a $1,000 net
decrease in net assets resulting from operations comprised of the $30,000 net
realized loss from operations offset by the $29,000 increase in net unrealized
appreciation for the three month period.
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, net unrealized appreciation 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 $5,000 Unit at December 31, 1995 and September 30, 1995 was $374
and $257, respectively.
<PAGE>
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.
Not applicable.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of security holders during the fiscal quarter
covered by this report.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
(3) Amended and Restated Certificate and Agreement of
Limited Partnership of the Partnership, dated as
of February 12, 1982, and amended through October
6, 1982.*
(10) Management Agreement dated as of July 12, 1982 between
the Partnership and the Management Company.*
(27) Financial Data Schedule.
(28) (a) Prospectus of the Partnership dated June 18,
1982 filed with the Securities and Exchange
Commission pursuant to Rule 424(b) under the
Securities Act of 1933, as supplemented by
supplements thereto dated July 13, 1982 and
September 28, 1982 filed pursuant to Rule 424 (c)
under the Securities Act of 1933.*
(28) (b) Custody Agreement dated May 31, 1983 between the
Partnership and Chemical Bank.**
(b) No reports on Form 8-K have been filed during the
period covered by this report.
- - ------------------------------
* Incorporated by reference to the Partnership's Annual Report on Form 10-K
for the three months ended September 30, 1982 filed with the Securities
and Exchange Commission on December 29, 1982.
** Incorporated by reference to the Partnership's Quarterly Report on Form
10-Q for the quarter ended June 30, 1983 filed with the Securities and
Exchange Commission on August 15, 1983.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ML VENTURE PARTNERS I, L.P.
/s/ Kevin K. Albert
By: Kevin K. Albert
General Partner
By: Merrill Lynch Venture Capital Co., L.P.
its Managing General Partner
By: Merrill Lynch Venture Capital Inc.
its General Partner
By: /s/ Kevin K. Albert
Kevin K. Albert
President
(Principal Executive Officer)
By: /s/ Diane T. Herte
Diane T. Herte
Treasurer
(Principal Financial and Accounting Officer)
Date: February 13, 1996
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ML VENTURE
PARTNERS I, L.P.'S QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED DECEMBER
31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-01-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 1,681,867
<INVESTMENTS-AT-VALUE> 4,890,169
<RECEIVABLES> 476,776
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 367,196
<TOTAL-ASSETS> 5,734,141
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 69,136
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 12,000
<SHARES-COMMON-PRIOR> 12,000
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 3,208,302
<NET-ASSETS> 5,665,005
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 5,087
<OTHER-INCOME> 0
<EXPENSES-NET> 81,986
<NET-INVESTMENT-INCOME> (76,899)
<REALIZED-GAINS-CURRENT> 332,504
<APPREC-INCREASE-CURRENT> 1,540,677
<NET-CHANGE-FROM-OPS> 1,796,282
<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> 844,623
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 4,766,864
<PER-SHARE-NAV-BEGIN> 257
<PER-SHARE-NII> (6)
<PER-SHARE-GAIN-APPREC> 123
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 374
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
