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, 1998
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.)
CIBC 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, 1998 (Unaudited) and December 31, 1997
Schedule of Portfolio Investments at March 31, 1998 (Unaudited)
Statements of Operations for the Three Months Ended March 31, 1998 and 1997
(Unaudited)
Statements of Cash Flows for the Three Months Ended March 31, 1998 and 1997
(Unaudited)
Statement of Changes in Partners' Capital for the Three Months Ended March 31,
1998 (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, 1998 December 31,
(Unaudited) 1997
ASSETS
Portfolio investments, at fair value (cost $4,599,933 at
<S> <C> <C> <C> <C> <C> <C> <C>
March 31, 1998 and $4,630,040 at December 31, 1997) $ 4,151,057 $ 3,511,745
Cash and cash equivalents 1,694,870 1,725,666
Prepaid expenses 23,089 37,451
Accrued interest receivable 1,608 635
------------------ ------------------
TOTAL ASSETS $ 5,870,624 $ 5,275,497
================== ==================
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable and accrued expenses $ 60,177 $ 73,487
Due to Managing General Partner 29,040 25,960
Due to Independent General Partners 2,500 10,000
------------------ ------------------
Total liabilities 91,717 109,447
------------------ ------------------
Partners' Capital:
Managing General Partner 57,792 51,664
Limited Partners (66,929 Units) 5,721,115 5,114,386
------------------ ------------------
Total Partners' Capital 5,778,907 5,166,050
------------------ ------------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 5,870,624 $ 5,275,497
================== ==================
</TABLE>
See notes to financial statements.
<PAGE>
WESTMED VENTURE PARTNERS, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS (Unaudited)
March 31, 1998
Active Portfolio Investments:
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Initial Investment
Company / Position Date Cost Fair Value
Cortex Pharmaceuticals, Inc.(A)
140,833 shares of Common Stock May 1988 $ 504,038 $ 246,458
75,000 shares of Preferred Stock 53,030 12,878
--------------- ---------------
557,068 259,336
- -------------------------------------------------------------------------------------------------------------------------------
Exocell, Inc.* (B)
598,083 shares of Preferred Stock Feb. 1988 714,266 100,000
Convertible note due upon demand 53,030 50,000
--------------- ---------------
767,296 150,000
- -------------------------------------------------------------------------------------------------------------------------------
MNI Group Inc.(A)
211,973 shares of Common Stock Sept. 1987 451,457 39,459
- -------------------------------------------------------------------------------------------------------------------------------
Pharmaction Holdings, Ltd.(A)
Option to purchase 147,476 shares of Common Stock
at $.20 per share, expiring 3/31/99 Sept. 1987 0 0
- -------------------------------------------------------------------------------------------------------------------------------
Ultramed, Inc.
1,850,904 shares of Common Stock Oct. 1987 492,500 150,000
12% promissory note 7,500 7,500
-------------- ---------------
500,000 157,500
- -------------------------------------------------------------------------------------------------------------------------------
UroCor, Inc.(A)
284,982 shares of Common Stock May 1991 607,790 2,057,285
Warrant to purchase 8,000 shares of Common Stock
at $1.25 per share, expiring 2/13/01 0 47,752
Warrant to purchase 8,995 shares of Common Stock
at $4.30 per share, expiring 10/18/98 0 26,256
Warrant to purchase 9,000 shares of Common Stock
at $5.00 per share, expiring 6/2/00 0 19,971
--------------- ---------------
607,790 2,151,264
- -------------------------------------------------------------------------------------------------------------------------------
Watson Pharmaceuticals, Inc. (A)
16,248 shares of Common Stock Jan. 1989 101,359 584,928
- -------------------------------------------------------------------------------------------------------------------------------
Xenova Group plc* (A)
304,403 Ordinary shares Aug. 1988 1,614,963 808,570
- -------------------------------------------------------------------------------------------------------------------------------
Totals From Active Portfolio Investments $ 4,599,933 $ 4,151,057
=================================
SUPPLEMENTAL INFORMATION: LIQUIDATED PORTFOLIO INVESTMENTS(D)
Cost Realized Loss Return
Totals From Liquidated Portfolio Investments(C) $ 24,018,981 $ (6,683,150) $ 17,335,831
======================================================
Combined Combined
Unrealized and Fair Value
Cost Realized Net Loss and Return
Totals From Active and Liquidated Portfolio Investments $ 28,618,914 $ (7,132,026) $ 21,486,888
======================================================
</TABLE>
<PAGE>
WESTMED VENTURE PARTNERS, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS (Unaudited) - continued
March 31, 1998
(A) Public company
(B) Subsequent to the end of the quarter, on April 3, 1998, the Partnership sold
its investment in Exocell, Inc. for $150,000, realizing a loss of $617,296.
(C) During February 1998, the Partnership received a liquidating cash
distribution of $30,107 from Argonaut Medical, Inc. (D) Amounts provided for
"Supplemental Information: Liquidated Portfolio Investments" are cumulative from
inception through March 31, 1998.
* 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>
1998 1997
------------- --------
INVESTMENT INCOME AND EXPENSES
Income:
<S> <C> <C>
Interest from short-term investments $ 20,594 $ 37,729
Interest, dividend and other income from portfolio investments - 5,090
------------- ------------
Total investment income 20,594 42,819
------------- ------------
Expenses:
Management fee 29,040 65,645
Professional fees 22,984 18,351
Insurance expense 14,362 21,290
Mailing and printing 7,843 12,670
Independent General Partners' fees 2,500 2,500
Custodial fees 427 1,331
Miscellaneous - 250
------------- ------------
Total investment expenses 77,156 122,037
------------- ------------
NET INVESTMENT LOSS (56,562) (79,218)
Net realized loss from investments - (41,765)
------------- ------------
NET REALIZED LOSS FROM OPERATIONS (56,562) (120,983)
Change in unrealized depreciation of investments 669,419 186,245
------------- ------------
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS $ 612,857 $ 65,262
============= ============
</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>
1998 1997
-------------- ---------
CASH FLOWS USED FOR OPERATING ACTIVITIES
<S> <C> <C>
Net investment loss $ (56,562) $ (79,218)
Adjustments to reconcile net investment loss to cash used for operating
activities:
Decrease in accrued interest receivable and other assets 13,389 5,634
(Decrease) in payables (17,730) (11,059)
-------------- ---------------
Cash used for operating activities (60,903) (84,643)
-------------- ---------------
CASH FLOWS PROVIDED FROM INVESTING ACTIVITIES
Proceeds from sale of portfolio investments 30,107 354,379
Cash distributions received - 149,947
-------------- ---------------
Cash provided from investing activities 30,107 504,326
-------------- ---------------
CASH FLOWS USED FOR FINANCING ACTIVITIES
Cash distribution paid to Partners - (4,529,538)
-------------- ---------------
Decrease in cash and cash equivalents (30,796) (4,109,855)
Cash and cash equivalents at beginning of period 1,725,666 6,135,508
-------------- ---------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,694,870 $ 2,025,653
============== ===============
</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, 1998
<TABLE>
Managing
General Limited
Partner Partners Total
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1997 $ 51,664 $ 5,114,386 $ 5,166,050
Net increase in net assets resulting
from operations 6,128 606,729 612,857
------------- --------------- ----------------
Balance at March 31, 1998 $ 57,792 $ 5,721,115 $ 5,778,907
============= =============== ================
</TABLE>
(A) The net asset value per unit of limited partnership interest, including
the allocation of net unrealized appreciation of investments, was $85 at
March 31, 1998. 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 (the "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 two 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 CIBC Oppenheimer
Corp. ("Opco") (formerly Oppenheimer & Co., Inc.). Opco is the successor
corporation to Oppenheimer & Co., Inc., following the acquisition and subsequent
merger of Oppenheimer & Co., Inc. and CIBC Wood Gundy Corp. in November 1997.
Opco is a subsidiary of Canadian Imperial Bank of Commerce. The limited partners
of the Managing General Partner are Opco, MVP Holdings, Inc. and BSW, Inc., a
Delaware corporation owned by John A. Balkoski, Philippe L. Sommer and Howard S.
Wachtler. Alsacia Venture Management, Inc. (the "Sub-Manager"), a corporation
controlled by Philippe L. Sommer, serves as the sub-manager of the Partnership
pursuant to a sub-management agreement between the Managing General Partner and
the Sub-Manager. The Sub-Manager has been retained by the Managing General
Partner to assist the Managing General Partner in the performance of certain of
its duties to the Partnership.
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's originally scheduled termination
date was December 31, 1997, with provision for extension for two additional two
year periods. The General Partners have elected not to extend the Partnership's
termination date. However, pursuant to the Partnership Agreement (as hereinafter
defined) and Delaware Law, the Managing General Partner will continue to manage
the Partnership through its date of liquidation, which will occur when it has
satisfied all liabilities and obligations to creditors and has sold, distributed
or otherwise disposed of its investments in portfolio companies.
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, if any. Factors
considered in the determination of an
<PAGE>
WESTMED VENTURE PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS (Unaudited) - continued
appropriate discount include underwriter lock-up or Rule 144 trading
restrictions, insider status where the Partnership 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 also 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 depreciation of $448,876 at
March 31, 1998, which was recorded for financial statement purposes, has not
been recognized for tax purposes. Additionally, from inception to March 31,
1998, other timing differences totaling $8.8 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.
Reclassifications - Certain reclassifications were made to the prior period
financial statements in order to conform to the current period presentation.
<PAGE>
WESTMED VENTURE PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS (Unaudited) - continued
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 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, 1998, the Partnership has a $6.2 million net realized
loss from its venture capital investments including interest and other income
from portfolio investments totaling $493,000.
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 to 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. There were no venture capital fees incurred during
the quarter ended March 31, 1998. Cumulative venture capital fees incurred from
inception to March 31, 1998 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. The compensation of the Sub-Manager is paid
directly by the Managing General Partner.
For services rendered to the Partnership, each of the two 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.
<PAGE>
WESTMED VENTURE PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS (Unaudited) - continued
5. Classification of Investments
As of March 31, 1998, the Partnership's investments were categorized as follows:
\
<TABLE>
Percentage of
Type of Investments Cost Fair Value of Net Assets*
- ------------------- ---------------- --------------- ---------------
<S> <C> <C> <C>
Common Stock $ 3,772,107 $ 3,980,679 68.89%
Preferred Stock 767,296 112,878 1.95%
Debt Securities 60,530 57,500 .99%
---------------- --------------- -------
$ 4,599,933 $ 4,151,057 71.83%
================ =============== ======
Country/Geographic Region
Eastern U.S. $ 1,718,753 $ 346,959 6.00%
Midwestern U.S. 607,790 2,151,264 37.23%
Western U.S. 658,427 844,264 14.61%
United Kingdom 1,614,963 808,570 13.99%
---------------- --------------- -------
$ 4,599,933 $ 4,151,057 71.83%
================ =============== ======
Industry
Biotechnology $ 2,939,327 $ 1,217,906 21.08%
Medical Devices 500,000 157,500 2.73%
Medical Services 607,790 2,151,264 37.23%
Nutritional Products 451,457 39,459 .67%
Pharmaceuticals 101,359 584,928 10.12%
---------------- --------------- ------
$ 4,599,933 $ 4,151,057 71.83%
================ =============== ======
</TABLE>
* Percentage of net assets is based on fair value.
6. Subsequent Event
On April 3, 1998, the Partnership sold its investment in Exocell, Inc. for
$150,000, realizing a loss of $617,296.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Liquidity and Capital Resources
As of March 31, 1998, the Partnership held $1,694,870 in cash and short-term
investments, including $1,592,832 in short-term securities with maturities of
less than one year and $102,038 in an interest-bearing cash account. For the
three months ended March 31, 1998, the Partnership earned $20,594 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.
The General Partners have elected not to extend the Partnership's originally
scheduled termination date of December 31, 1997. The Managing General Partner is
pursuing the liquidation of the Partnership's remaining investments and
subsequent termination of the Partnership, which will occur when all liabilities
and obligations to creditors have been satisfied and all investments in
portfolio companies have been sold, distributed or otherwise disposed.
It is anticipated that funds needed to cover the Partnership's future 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
For the three months ended March 31, 1998 and 1997, the Partnership had a net
realized loss from operations of $56,562 and $120,983, respectively. Net
realized gain or loss from operations is comprised of (i) net realized gains or
losses from portfolio investments and (ii) net investment income or loss
(interest and dividends less operating expenses).
Realized Gains and Losses from Portfolio Investments - The Partnership had no
realized gains or losses for the three months ended March 31, 1998. During the
quarter, the Partnership received a liquidating cash distribution of $30,107
from Argonaut Medical, Inc., resulting in no gain or loss.
For the three months ended March 31, 1997, the Partnership had a net realized
loss of $41,765 from the sale of certain portfolio investments. During the
quarter, the Partnership sold certain publicly-traded portfolio securities as
follows: its remaining 3,926 shares of HBO & Co. common stock for $244,385,
realizing a gain of $78,451; 10,000 common shares of UroCor, Inc. for $109,994,
realizing a gain of $64,388; and its remaining 294,953 ordinary shares of
Pharmaction Holding, Ltd. for $36,509, realizing a loss of $213,491. In
addition, the Partnership received cash distributions from Argonaut Medical,
Inc. and Nimbus Medical, L.P. totaling $149,947, resulting in a realized gain
of $28,887.
Investment Income and Expenses - Net investment loss for the three months ended
March 31, 1998 and 1997 was $56,562 and $79,218, respectively. The $22,656
decrease in net investment loss for the 1998 period compared to the 1997 period,
consisted of a $44,881 decrease in operating expenses offset by a $22,225
decrease in investment income for the period. The reduction in operating
expenses, primarily resulted from a decrease in the management fee, as discussed
below. Additionally, a decrease in other expenses was mostly offset by an
increase in professional fees for the 1998 period. The decrease in investment
income included a $17,135 decrease in interest income from short-term
investments, primarily related to the reduced amount of funds available for such
investments during the 1998 period as compared to the same period in 1997.
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 of the Partnership, net of selling commissions
and organizational expenses, reduced by capital distributed. Such fee is
determined and payable quarterly. The compensation of the Sub-Manager is paid
directly by the Managing General Partner. For the three months ended March 31,
1998 and 1997, the management fee was $29,040 and $65,645, respectively. The
reduced management fee for the 1998 period compared to the same period in 1997,
reflects the reduced net asset value of the Partnership, primarily resulting
from the liquidation of certain portfolio investments during 1997 and the
subsequent cash distribution paid to Partners in October 1997. The reduced
management fee also reflects the lower fair value of certain portfolio
investments as of March 31, 1998 compared to March 31, 1997. The management fee
is expected to continue to decline in future periods as the Partnership's
remaining portfolio investments are liquidated and subsequent distributions are
paid to Partners. 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 received
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,
1998, the Partnership had a $669,419 net unrealized gain, resulting from the net
upward revaluation of its publicly-held portfolio investments for the quarter.
For the three months ended March 31, 1997, the Partnership had an $82,328 net
unrealized gain, resulting from the net upward revaluation of its publicly-held
portfolio investments for the quarter. Unrealized appreciation was further
increased by the transfer of $103,917 from unrealized loss to realized loss
relating to the securities sold during the quarter, as discussed above. The
$82,328 unrealized gain and the net $103,917 transfer to realized loss resulted
in a $186,245 net increase to net unrealized appreciation of investments for the
three month period.
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.
As of March 31, 1998, the Partnership's net assets were $5,778,907, reflecting
an increase of $612,857 from $5,166,050 at December 31, 1997. This increase was
comprised of the $669,419 positive adjustment to net unrealized depreciation of
investments partially offset by the $56,562 net realized loss from operations
for the three month period.
As of March 31, 1997, the Partnership's net assets were $13,063,410, reflecting
an increase of $65,262 from $12,998,148 at December 31, 1996. This increase was
comprised of the $186,245 positive adjustment to net unrealized depreciation of
investments partially offset by the $120,983 net realized loss from operations
for the three month period.
As of March 31, 1998 and December 31, 1997, the net asset value per $500 Unit,
including an allocation of net unrealized appreciation or depreciation of
portfolio investments, was $85 and $76, 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 period 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.
Managing General Partner
By: Medical Venture Holdings, Inc.
General Partner
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
By: /s/ Stephen McGrath Executive Vice President (principal executive officer) of Medical
Stephen McGrath Venture Holdings, Inc.
By: /s/ Ann Oliveri Fusco Vice President (principal financial and accounting officer) of Medical Ann
Oliveri Fusco Venture Holdings, Inc.
</TABLE>
Date: May 15, 1998
<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, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-1-1998
<PERIOD-END> MAR-31-1998
<INVESTMENTS-AT-COST> 4,599,933
<INVESTMENTS-AT-VALUE> 4,151,057
<RECEIVABLES> 1,608
<ASSETS-OTHER> 23,089
<OTHER-ITEMS-ASSETS> 1,694,870
<TOTAL-ASSETS> 5,870,624
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 91,717
<TOTAL-LIABILITIES> 91,717
<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> (448,876)
<NET-ASSETS> 5,778,907
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 20,594
<OTHER-INCOME> 0
<EXPENSES-NET> 77,156
<NET-INVESTMENT-INCOME> (56,562)
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 669,419
<NET-CHANGE-FROM-OPS> 612,857
<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> 612,857
<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> 5,472,479
<PER-SHARE-NAV-BEGIN> 76
<PER-SHARE-NII> (1)
<PER-SHARE-GAIN-APPREC> 10
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 85
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
