SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the Quarterly Period Ended March 31, 1996
Commission file number 0-15681
WESTMED VENTURE PARTNERS, L.P.
================================================================================
(Exact name of registrant as specified in its charter)
Delaware 13-3443230
================================================================================
(State of organization) (I.R.S. Employer Identification No.)
Oppenheimer Tower, World Financial Center
New York, New York 10281
================================================================================
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 667-7000
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>
WESTMED VENTURE PARTNERS, L.P.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Balance Sheets as of March 31, 1996 (Unaudited) and December 31, 1995
Schedule of Portfolio Investments at March 31, 1996 (Unaudited)
Statements of Operations for the Three Months Ended March 31, 1996 and 1995
(Unaudited)
Statements of Cash Flows for the Three Months Ended March 31, 1996 and 1995
(Unaudited)
Statement of Changes in Partners' Capital for the Three Months Ended March 31,
1996 (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.
WESTMED VENTURE PARTNERS, L.P.
BALANCE SHEETS
<TABLE>
March 31, 1996 December 31,
(Unaudited) 1995
ASSETS
Portfolio investments, at fair value
(cost $11,660,245 at March 31, 1996 and $11,690,534
<S> <C> <C> <C> <C> <C> <C>
at December 31, 1995) - Notes 2 and 4 $ 13,497,785 $ 13,668,256
Cash and cash equivalents - Note 2 2,239,950 2,310,697
Accrued interest receivable and other assets 29,787 39,088
--------------- ----------------
TOTAL ASSETS $ 15,767,522 $ 16,018,041
=============== ================
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable and accrued expenses $ 83,243 $ 64,979
Due to Managing General Partner - Note 4 78,403 82,705
Due to Independent General Partners - Note 4 3,750 15,000
--------------- ----------------
Total liabilities 165,396 162,684
--------------- ----------------
Partners' Capital:
Managing General Partner 156,025 158,557
Limited Partners (66,929 Units) 15,446,101 15,696,800
--------------- ----------------
Total Partners' capital 15,602,126 15,855,357
--------------- ----------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 15,767,522 $ 16,018,041
=============== ================
</TABLE>
See notes to financial statements.
<PAGE>
WESTMED VENTURE PARTNERS, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED)
March 31, 1996
Active Portfolio Investments:
<TABLE>
Initial Investment
Company / Position Date Cost Fair Value
Aprogenex, Inc.(A)
<C> <C> <C> <C>
476,739 shares of Common Stock Jan. 1989 $ 1,471,807 $ 536,331
Warrant to purchase 16,458 shares of Common Stock
at $7.39 per share, expiring 10/15/98 0 0
- -------------------------------------------------------------------------------------------------------------------------------
Bellara Medical Products Ltd.(A)
442,430 shares of Common Stock Sept. 1987 250,000 38,764
- -------------------------------------------------------------------------------------------------------------------------------
Cortex Pharmaceuticals, Inc.(A)
140,833 shares of Common Stock May 1988 504,038 688,321
75,000 shares of Preferred Stock 53,030 35,967
--------------- ---------------
557,068 724,288
- -------------------------------------------------------------------------------------------------------------------------------
Corvita Corporation*(A)(B)
410,765 shares of Common Stock Aug. 1988 2,394,797 2,695,645
Warrant to purchase 36,916 shares of Common Stock
at $7 per share, expiring 11/1/99 0 16,151
- -------------------------------------------------------------------------------------------------------------------------------
Exocell, Inc.*
598,083 shares of Preferred Stock Feb. 1988 714,266 714,266
Convertible note due 3/31/97 53,030 53,030
--------------- ---------------
767,296 767,296
- -------------------------------------------------------------------------------------------------------------------------------
HBO & Co.(A)
1,963 shares of Common Stock Dec. 1987 165,934 185,012
- -------------------------------------------------------------------------------------------------------------------------------
MNI Group Inc.(A)
211,973 shares of Common Stock Sept. 1987 451,457 101,439
- -------------------------------------------------------------------------------------------------------------------------------
Nimbus Medical, Inc.
200,709 shares of Common Stock Apr. 1988 380,431 192,374
Nimbus Medical, L.P.(C)
38,340 units of limited partnership interest 635 30,289
--------------- ---------------
381,066 222,663
- -------------------------------------------------------------------------------------------------------------------------------
Oclassen Pharmaceuticals, Inc.
292,955 shares of Preferred Stock Jan. 1989 1,351,405 2,705,842
- -------------------------------------------------------------------------------------------------------------------------------
Somatogen, Inc.(A)
125,404 shares of Common Stock Dec. 1988 657,194 2,210,245
- -------------------------------------------------------------------------------------------------------------------------------
Ultramed, Inc.
954,545 shares of Preferred Stock Oct. 1987 333,410 0
18% Convertible Promissory Notes 159,090 150,000
12% Promissory Note 7,500 7,500
Warrant to purchase 7,500 shares of Common Stock
at $.05 per share, expiring 2/1/97 0 0
-------------- ---------------
500,000 157,500
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
WESTMED VENTURE PARTNERS, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED) - continued
March 31, 1996
Active Portfolio Investments:
<TABLE>
Initial Investment
Company / Position Date Cost Fair Value
UroCor, Inc.
<C> <C> <C> <C>
368,930 shares of Preferred Stock May 1991 $ 1,097,258 $ 1,844,650
Warrant to purchase 8,000 shares of Common Stock
at $1.25 per share, expiring 2/13/01 0 30,000
Warrant to purchase 8,995 shares of Common Stock
at $4.30 per share, expiring 10/18/98 0 6,297
Warrant to purchase 9,000 shares of Common Stock
at $5 per share, expiring 6/2/00 0 0
- -------------------------------------------------------------------------------------------------------------------------------
Xenova Group plc*(A)
304,403 Ordinary shares Aug. 1988 1,614,963 1,255,662
- -------------------------------------------------------------------------------------------------------------------------------
Totals From Active Portfolio Investments $ 11,660,245 $ 13,497,785
=================================
</TABLE>
SUPPLEMENTAL INFORMATION: LIQUIDATED PORTFOLIO INVESTMENTS(D)
<TABLE>
Cost Realized Loss Return
<S> <C> <C> <C>
Totals From Liquidated Portfolio Investments $ 16,746,549 $ (9,693,973) $ 7,052,576
=====================================================
Combined Combined
Unrealized and Fair Value
Cost Realized Loss and Return
Totals From Active and Liquidated Portfolio Investments $ 28,406,794 $ (7,856,433) $ 20,550,361
=====================================================
</TABLE>
(A) Public company
(B) On April 11, 1996, Corvita Corporation entered into a definitive merger
agreement with a wholly-owned subsidiary of Pfizer Inc. Pursuant to the
agreement, a cash tender offer was made for all of the outstanding common
shares of Corvita Corporation at a price of $10.25 per share. Completion of
the transaction, which is subject to the tender of a majority of the shares
of Corvita, is expected in May 1996, at which time the Partnership would
receive $4.33 million for its Corvita holdings.
(C) In February 1996, the Partnership received a $30,289 cash distribution from
Nimbus Medical, L.P.
(D) Amounts provided for "Supplemental Information: Liquidated Portfolio
Investments" are cumulative from inception through March 31, 1996.
* May be deemed an affiliated person of the Partnership as defined in the
Investment Company Act of 1940.
See notes to financial statements.
<PAGE>
WESTMED VENTURE PARTNERS, L.P.
STATEMENTS OF OPERATIONS (UNAUDITED)
For the Three Months Ended March 31,
<TABLE>
1996 1995
------------- ---------
INVESTMENT INCOME AND EXPENSES
Income:
<S> <C> <C>
Interest from short-term investments $ 26,449 $ 33,989
Interest, dividend and other income from portfolio investments 79 55,593
------------- ---------------
Total 26,528 89,582
------------- ---------------
Expenses:
Management fee - Note 4 78,403 35,489
Professional fees 22,983 14,600
Insurance expense 21,266 25,833
Mailing and printing 9,746 13,544
Independent General Partners' fees - Note 4 3,750 3,750
Custodial fees 1,427 1,776
Miscellaneous 2,002 450
------------- ---------------
Total 139,577 95,442
------------- ---------------
NET INVESTMENT LOSS (113,049) (5,860)
Net change in unrealized appreciation or depreciation
of investments (140,182) (463,147)
------------- ---------------
NET DECREASE IN NET ASSETS RESULTING FROM
OPERATIONS (allocable to Partners) - Note 3 $ (253,231) $ (469,007)
============= ===============
</TABLE>
See notes to financial statements.
<PAGE>
WESTMED VENTURE PARTNERS, L.P.
STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Three Months Ended March 31,
<TABLE>
1996 1995
-------------- ---------
CASH FLOWS USED FOR OPERATING ACTIVITIES
<S> <C> <C>
Net investment loss $ (113,049) $ (5,860)
Adjustments to reconcile net investment loss to cash used for operating
activities:
Decrease in accrued interest receivable and other assets 9,301 11,508
Increase (decrease) in payables 2,712 (58,598)
-------------- ---------------
Cash used for operating activities (101,036) (52,950)
CASH FLOWS PROVIDED FROM INVESTING ACTIVITIES
Cash distribution from Nimbus Medical, L.P. 30,289 -
-------------- ---------------
Decrease in cash and cash equivalents (70,747) (52,950)
Cash and cash equivalents at beginning of period 2,310,697 2,609,028
-------------- ---------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,239,950 $ 2,556,078
============== ===============
</TABLE>
See notes to financial statements.
<PAGE>
WESTMED VENTURE PARTNERS, L.P.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (UNAUDITED)
For the Three Months Ended March 31, 1996
<TABLE>
Managing
General Limited
Partner Partners Total
<S> <C> <C> <C>
Balance at beginning of period $ 158,557 $ 15,696,800 $ 15,855,357
Net decrease in net assets resulting
from operations - Note 3 (2,532) (250,699) (253,231)
------------- --------------- ----------------
Balance at end of period $ 156,025 $ 15,446,101(A) $ 15,602,126
============= =============== ================
</TABLE>
(A) The net asset value per unit of limited partnership interest, including
the allocation of net unrealized appreciation of investments, was $231 at
March 31, 1996. Such per unit amount is based on average allocations to
all limited partners and does not reflect specific limited partner
allocations, which are determined by the original closing date associated
with the units of limited partnership interest held by each limited
partner.
See notes to financial statements.
<PAGE>
WESTMED VENTURE PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
1. Organization and Purpose
WestMed Venture Partners, L.P. (the "Partnership") was formed under Delaware law
on February 5, 1987. The Partnership operates as a business development company
under the Investment Company Act of 1940, as amended. The Partnership is a
closed-end investment fund and accordingly its units of limited partnership
interest ("Units") are not redeemable. A total of 66,929 Units were sold to
limited partners ("Limited Partners" and together with the Managing General
Partner (as hereinafter defined), the "Partners") at $500 per Unit.
The general partners of the Partnership include three individuals (the
"Independent General Partners") and the managing general partner, WestMed
Venture Management, L.P., a Delaware limited partnership (the "Managing General
Partner" and collectively with the Independent General Partners, the "General
Partners"). The general partner of the Managing General Partner is Medical
Venture Holdings, Inc., a Delaware corporation affiliated with Oppenheimer &
Co., Inc. ("Opco"). The limited partners of the Managing General Partner are
Oppenheimer Holdings, Inc., MVP Holdings, Inc. and BSW, Inc., a Delaware
corporation owned by John A. Balkoski, Philippe L. Sommer and Howard S.
Wachtler. Messrs. Sommer and Wachtler are principally responsible for managing
the investments of the Partnership.
Opco, a member firm of the New York Stock Exchange, the National Association of
Securities Dealers, Inc., and all principal United States securities exchanges,
is a diversified investment banking and securities firm and registered
investment advisor, providing a broad range of services to individual,
corporate, and institutional clients. Opco operates in the capacity of broker
and dealer for its customers, as well as trader for its own account. The
services provided by Opco and its subsidiaries, and the activities in which it
is engaged, include securities brokerage, securities research, customer
financing, securities trading, corporate finance, mergers and acquisitions,
underwriting and investment advisory services.
The Partnership's objective is to achieve long-term capital appreciation from
its portfolio of venture capital investments, consisting of companies engaged in
the health care industry. The Partnership is scheduled to terminate on December
31, 1997. However, the General Partners can extend the term for up to two
additional two-year periods, if they determine that such extensions are in the
best interest of the Partnership.
2. Summary of Significant Accounting Policies
Valuation of Investments - Portfolio investments are carried at fair value as
determined quarterly by the Managing General Partner under the supervision of
the Independent General Partners. The fair value of publicly-held portfolio
securities is adjusted to the closing public market price for the last trading
day of the accounting period discounted for sales restrictions. Factors
considered in the determination of an appropriate discount include underwriter
lock-up or Rule 144 trading restrictions, insider status where the Partnership
<PAGE>
WESTMED VENTURE PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
either has a representative serving on the board of directors of the portfolio
company under consideration or is greater than a 5% shareholder thereof, and
other liquidity factors such as the size of the Partnership's position in a
given company compared to the trading history of the public security.
Privately-held portfolio securities are carried at cost until significant
developments affecting the portfolio company provide a basis for change in
valuation. The fair value of private securities is adjusted (i) to reflect
meaningful third-party transactions in the private market and (ii) to reflect
significant progress or slippage in the development of the company's business
such that cost no longer reflects fair value. As a venture capital investment
fund, the Partnership's portfolio investments involve a high degree of business
and financial risk that can result in substantial losses. The Managing General
Partner considers such risks in determining the fair value of the Partnership's
portfolio investments.
Use of Estimates - The preparation of financial statements in conformity with
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. For portfolio investments, transactions are recorded on the date which
the Partnership obtains an enforceable right to demand the securities or payment
thereof. Realized gains and losses on investments sold are computed on a
specific identification basis.
Statements of Cash Flows - Cash and cash equivalents include short-term
interest-bearing investments in commercial paper and other money market
investments. The Partnership considers its interest-bearing cash account to be
cash equivalents.
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 $1.8
million at March 31, 1996, which was recorded for financial statement purposes,
was not recognized for tax purposes. Additionally, from inception to March 31,
1996, other timing differences totaling $7.9 million, relating to net realized
losses, original sales commissions paid and other costs of selling the Units,
have been recorded on the Partnership's financial statements but have not yet
been deducted for tax purposes.
3. Allocations of Partnership Profits and Losses
Pursuant to the Partnership's agreement of limited partnership, as amended (the
"Partnership Agreement"), the Partnership's net income and net realized gains
from all sources are allocated to all Partners, in proportion to their capital
contributions, until all Partners have been allocated an amount equal to 6% per
annum, simple
<PAGE>
WESTMED VENTURE PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
interest, on their total Adjusted Invested Capital; i.e., original capital
contributions reduced by previous distributions (the "Priority Return").
Thereafter, net income and net realized gains from venture capital investments
in excess of the amount used to cover the Priority Return are allocated 20% to
the Managing General Partner and 80% to all Partners in proportion to their
capital contributions. Any net income from non-venture capital investments in
excess of the amount used to cover the Priority Return is allocated to all
Partners in proportion to their capital contributions. Realized losses are
allocated to all Partners in proportion to their capital contributions. However,
if realized gains had been previously allocated in the 80-20 ratio, then losses
are allocated in the reverse order in which profits were allocated. From its
inception to March 31, 1996, the Partnership had a $9.2 million net loss from
its venture capital investments including cumulative interest and other income
from portfolio investments totaling $492,000.
4. Related Party Transactions
Pursuant to the Partnership Agreement, the Managing General Partner is entitled
to receive a one-time venture capital fee equal to 5% of the gross proceeds from
the sale of Units. Such fee is incurred as portfolio investments are made in the
proportion of the cost of each portfolio investment to the net proceeds from the
sale of Units. Venture capital fees incurred are recorded as a cost of acquiring
the portfolio investments. No venture capital fees were incurred during the
three months ended March 31, 1996. Cumulative venture capital fees incurred from
inception to March 31, 1996 totaled $1.6 million.
Pursuant to a management agreement between the Partnership and the Managing
General Partner, the Managing General Partner is responsible for the management,
administrative and certain investment advisory services necessary for the
operation of the Partnership. For such services, the Managing General Partner
receives a management fee at the annual rate of 2% of the lesser of the net
assets of the Partnership or the net contributed capital of the Partnership;
i.e., gross capital contributions to the Partnership (net of selling commissions
and organizational expenses) reduced by capital distributed. Such fee is
determined and payable quarterly.
For services rendered to the Partnership, each of the three Independent General
Partners receives a $5,000 annual fee and reimbursement for all out-of-pocket
expenses relating to attendance at meetings of the General Partners.
5. Cash Distributions
No cash distributions were paid to Partners during the three months ended March
31, 1996. Cumulative cash distributions paid to Partners from inception through
March 31, 1996 total $5.71 million; $5.65 million, or approximately $85 per $500
Unit, to the Limited Partners, and $57,000 to the Managing General Partner.
<PAGE>
WESTMED VENTURE PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
6. Classification of Investments
As of March 31, 1996, the Partnership's investments were categorized as follows:
<TABLE>
Type of Investments Cost Fair Value % of Net Assets*
- ------------------- ---------------- --------------- ----------------
<S> <C> <C> <C>
Common Stock $ 7,890,621 $ 7,956,241 50.99%
Preferred Stock 3,549,369 5,300,725 33.97%
Debt Securities 219,620 210,530 1.35%
Limited Partnerships 635 30,289 .20%
---------------- --------------- --------
$ 11,660,245 $ 13,497,785 86.51%
================ =============== ========
Country/Geographic Region
United States $ 9,795,282 $ 12,203,359 78.22%
United Kingdom 1,614,963 1,255,662 8.05%
Australia 250,000 38,764 .24%
---------------- --------------- --------
$ 11,660,245 $ 13,497,785 86.51%
================ =============== ========
Industry
Biotechnology $ 11,660,245 $ 13,497,785 86.51%
================ =============== ========
</TABLE>
* Percentage of net assets is based on fair value.
7. Subsequent Events
On April 11, 1996, Corvita Corporation entered into a definitive merger
agreement with a wholly-owned subsidiary of Pfizer Inc. Pursuant to the
agreement, a cash tender offer was made for all of the outstanding common shares
of Corvita Corporation at a price of $10.25 per share. Completion of the
transaction, which is subject to the tender of a majority of the outstanding
common shares of Corvita, is expected in May 1996, at which time the Partnership
would receive $4.33 million for its Corvita holdings. At March 31, 1996, the
Partnership's investment in Corvita was carried at $2.7 million, reflecting the
Partnership's standard valuation policy for publicly-traded securities.
8. Interim Financial Statements
In the opinion of the Managing General Partner, the unaudited financial
statements as of March 31, 1996, 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
At March 31, 1996, the Partnership had invested an aggregate of $28.4 million in
23 portfolio companies (including acquisition costs and venture capital fees
totaling $1.9 million) representing approximately 95% of the original $30
million of net proceeds received from the offering of Units. The Partnership
does not expect to make investments in any new portfolio companies.
At March 31, 1996, the Partnership held $2.2 million in cash and short-term
investments: $1.8 million in short-term securities with maturities of less than
one year and $393,000 in an interest-bearing cash account. For the three months
ended March 31, 1996, the Partnership earned $26,000 of interest from such
investments. Interest earned from short-term investments in future periods is
subject to fluctuations in short-term interest rates and changes in funds
available for investment.
It is anticipated that funds needed to cover the Partnership's future follow-on
investments and operating expenses will be obtained from existing cash reserves,
interest from short-term investments and proceeds received from the sale of
portfolio investments.
Results of Operations
Investment Income and Expenses - Net investment loss for the three months ended
March 31, 1996 and 1995 was $113,000 and $6,000, respectively. The increase in
net investment loss for the 1996 period compared to the 1995 period was
partially due to a $56,000 decrease in income from portfolio investments
reflecting the receipt of a dividend from Nimbus in February 1995 (which was
reclassified as a return of capital during the fourth quarter of 1995) and a
$43,000 increase in the management fee for the 1996 period, as discussed below.
Other operating expenses remained relatively flat for 1996 compared to 1995. A
decrease in mailing, printing and insurance expenses were mostly offset by a
rise in professional fees for the 1996 period.
Pursuant to a management agreement between the Partnership and the Managing
General Partner, the Managing General Partner is responsible for the management,
administrative and certain investment advisory services necessary for the
operation of the Partnership. For such services, the Managing General Partner
receives a management fee at the annual rate of 2% of the lesser of the net
assets of the Partnership or the net contributed capital of the Partnership;
i.e., gross capital contributions to the Partnership (net of selling commissions
and organizational expenses) reduced by capital distributed. Such fee is
determined and payable quarterly. Additionally, the Managing General Partner has
agreed to reduce the management fee payable by the Partnership for any
director's fees earned by the Managing General Partner from any of the
Partnership's portfolio companies. For the three months ended March 31, 1996 and
1995, the management fee was $78,000 and $35,000, respectively. During the three
months ended March 31, 1995, the Managing General Partner received director's
fees totaling $35,000. Accordingly, the management fee payable by the
Partnership for the three months ended March 31, 1995 was reduced by $35,000.
The Managing General Partner received no such fees during the 1996 period. The
additional $8,000 increase in the management fee incurred for the 1996 period,
resulted from the Partnership's increased net asset value at March 31, 1996
compared to March 31, 1995.
To the extent possible, the management fee and other operating expenses are paid
with funds provided from operations. Funds provided from operations are obtained
from interest received from short-term investments, interest and dividend income
from portfolio investments and proceeds from the sale of portfolio investments.
Unrealized Gains and Losses and Changes in Unrealized Appreciation or
Depreciation of Portfolio Investments - For the three months ended March 31,
1996, the Partnership had a $140,000 reduction to net unrealized appreciation of
investments due to the net downward revaluation of its publicly-held portfolio
investments.
For the three months ended March 31, 1995, the Partnership had a $463,000
reduction to net unrealized appreciation of investments due to the net downward
revaluation of its publicly-held portfolio investments.
Net Assets - Changes to net assets resulting from operations are comprised of
(i) net realized gain or loss from operations and (ii) changes to net unrealized
appreciation or depreciation of portfolio investments.
At March 31, 1996, the Partnership's net assets were $15.6 million, reflecting a
decrease of $253,000 from $15.9 million at December 31, 1995. The $253,000
decrease was comprised of the $140,000 decrease to net unrealized appreciation
of investments and the $113,000 net realized loss from operations for the
three-month period.
At March 31, 1995, the Partnership's net assets were $14.1 million, reflecting a
decrease of $469,000 from $14.5 million at December 31, 1994. The $469,000
decrease was comprised of the $463,000 decrease to net unrealized appreciation
of investments and the $6,000 net realized loss from operations for the
three-month period.
The net asset value per $500 Unit, including an allocation of net unrealized
appreciation or depreciation of portfolio investments, at March 31, 1996 and
December 31, 1995 was $231 and $235, respectively. Such per Unit amounts are
based on average allocations to all Limited Partners and do not reflect specific
Limited Partner allocations, which are determined by the original closing date
associated with the Units held by each Limited Partner.
<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 quarter covered
by this report.
Item 5. Other Information.
Not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
(27) Financial Data Schedule.
(b) No reports on Form 8-K have been filed during the quarter for which this
report is filed.
<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.
WESTMED VENTURE PARTNERS, L.P.
By: WestMed Venture Management, L.P.
The Managing General Partner
By: MEDICAL VENTURE HOLDINGS, INC.
General Partner
By: /s/ Philippe L. Sommer
Philippe L. Sommer
Executive Vice President and Principal
Financial and Accounting Officer
By: /s/ Howard S. Wachtler
Howard S. Wachtler
Executive Vice President
Date: May 13, 1996
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM WESTMED
VENTURE PARTNERS, L.P.'S QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED
MARCH 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-1-1996
<PERIOD-END> MAR-31-1996
<INVESTMENTS-AT-COST> 11,690,534
<INVESTMENTS-AT-VALUE> 13,497,785
<RECEIVABLES> 1,500
<ASSETS-OTHER> 28,287
<OTHER-ITEMS-ASSETS> 2,239,950
<TOTAL-ASSETS> 15,761,540
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 165,396
<TOTAL-LIABILITIES> 165,396
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 66,929
<SHARES-COMMON-PRIOR> 66,929
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,837,540
<NET-ASSETS> 15,602,126
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</TABLE>
