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 June 30, 1999
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 0-16208
WESTFORD TECHNOLOGY VENTURES, L.P.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3423417
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
17 Academy Street, 5th Floor
Newark, New Jersey 07102-2905
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (973) 624-2131
Not applicable
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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>
WESTFORD TECHNOLOGY VENTURES, L.P.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Balance Sheets as of June 30, 1999 (Unaudited) and December 31, 1998
Schedule of Portfolio Investments as of June 30, 1999 (Unaudited)
Statements of Operations for the Three and Six Months Ended June 30, 1999 and
1998 (Unaudited)
Statements of Cash Flows for the Six Months Ended June 30, 1999 and 1998
(Unaudited)
Statement of Changes in Partners' Capital for the Six Months Ended June 30,
1999 (Unaudited)
Notes to Financial Statements (Unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Item 3. Quantitative and Qualitative Disclosure about Market Risk
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.
WESTFORD TECHNOLOGY VENTURES, L.P.
BALANCE SHEETS
<TABLE>
June 30, 1999 December 31,
(Unaudited) 1998
ASSETS
<S> <C>
Portfolio investments, at fair value (cost $10,759,780 as of
June 30, 1999 and $10,460,214 as of December 31, 1998) $ 4,875,626 $ 5,039,575
Cash and cash equivalents 2,792 7,998
Receivable from securities sold (net of unamortized
discount of $30,493 as of December 31, 1998) - 70,275
Accrued interest receivable 36,190 279,498
--------------- --------------
TOTAL ASSETS $ 4,914,608 $ 5,397,346
=============== ==============
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable and accrued expenses $ 23,052 $ 39,501
Due to Management Company 411,304 251,304
Due to Independent General Partners 69,000 52,500
--------------- --------------
Total liabilities 503,356 343,305
--------------- --------------
Partners' Capital:
Managing General Partner 584,131 593,816
Individual General Partners 3,417 3,477
Limited Partners (11,217 Units) 9,707,858 9,877,387
Unallocated net unrealized depreciation of investments (5,884,154) (5,420,639)
--------------- --------------
Total partners' capital 4,411,252 5,054,041
--------------- --------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 4,914,608 $ 5,397,346
=============== ==============
</TABLE>
See notes to financial statements.
<PAGE>
WESTFORD TECHNOLOGY VENTURES, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS (Unaudited)
June 30, 1999
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Initial Investment
Company /Position Date Cost Fair Value
EIS International, Inc. (A)
Systems for call center telephone operators
<C> <C> <C> <C>
228,682 shares of Common Stock Mar. 1990 $ 3,096,597 $ 657,461
- --------------------------------------------------------------------------------------------------------------------------------
Inn-Room Systems, Inc.*
Automated, in-room vending units for the lodging industry
1,548,494 shares of Common Stock Oct. 1989 1,320,349 300,000
Demand Promissory Note at prime plus 1% due 12/31/99 102,940 102,940
---------------- ---------------
1,423,289 402,940
- --------------------------------------------------------------------------------------------------------------------------------
Spectrix Corporation*(B)
Infrared data transfer technology for networks
60,547 shares of Series A Preferred Stock June 1989 784,319 60,547
2,216,626 shares of Series B Preferred Stock 4,261,901 2,216,626
699,256 shares of Common Stock 354,878 699,256
Warrants to purchase 50,000 shares of Common Stock at
$4.00 per share, expiring 04/30/03 0 0
---------------- ---------------
5,401,098 2,976,429
- --------------------------------------------------------------------------------------------------------------------------------
Thunderbird Technologies, Inc.
Designer of high performance, low power integrated
circuit products
788,796 shares of Series A Preferred Stock Oct. 1992 788,796 788,796
Demand Promissory Note at prime 50,000 50,000
---------------- ---------------
838,796 838,796
- --------------------------------------------------------------------------------------------------------------------------------
TOTAL PORTFOLIO INVESTMENTS $ 10,759,780 $ 4,875,626
================ ===============
</TABLE>
(A) Public company
(B) In connection with a capital restructuring of Spectrix Corporation, the
Partnership exchanged its previously held shares of preferred stock, on a
one for one basis, for the new Series A and Series B preferred stock of
Spectrix.
* May be deemed an affiliated person of the Partnership as defined by the
Investment Company Act of 1940.
See notes to financial statements.
<PAGE>
WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENTS OF OPERATIONS (Unaudited)
<TABLE>
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
-------------- ------------ -------------- ------------
INVESTMENT INCOME AND EXPENSES
Income:
<S> <C> <C> <C> <C>
Interest from short-term investments $ 50 $ 121 $ 159 $ 286
Interest and other income from portfolio investments 3,257 39,242 6,273 80,294
-------------- ------------- -------------- -------------
Totals 3,307 39,363 6,432 80,580
-------------- ------------- -------------- -------------
Expenses:
Management fee 50,000 55,468 100,000 111,364
Professional fees 7,588 7,236 14,363 14,919
Mailing and printing 1,695 6,091 5,195 9,581
Independent General Partners' fees 9,750 10,500 16,500 21,000
Other expenses 1,850 11,154 3,425 21,394
-------------- ------------- -------------- -------------
Totals 70,883 90,449 139,483 178,258
-------------- ------------- -------------- -------------
NET INVESTMENT LOSS (67,576) (51,086) (133,051) (97,678)
Net realized loss from portfolio investments - (68,190) (46,223) (68,190)
-------------- ------------- -------------- -------------
NET REALIZED LOSS FROM OPERATIONS (67,576) (119,276) (179,274) (165,868)
Change in unrealized depreciation of investments 85,756 (632,298) (463,515) 44,137
-------------- ------------- -------------- -------------
NET (DECREASE) INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 18,180 $ (751,574) $ (642,789) $ (121,731)
============== ============= ============== =============
</TABLE>
See notes to financial statements.
<PAGE>
WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENTS OF CASH FLOWS (Unaudited)
For the Six Months Ended June 30,
<TABLE>
1999 1998
------------ -------------
CASH FLOWS PROVIDED FROM (USED FOR)
OPERATING ACTIVITIES
<S> <C> <C>
Net investment loss $ (133,051) $ (97,678)
Adjustments to reconcile net investment loss to cash used for operating
activities:
Decrease (increase) in accrued interest and other receivables 3,429 (65,522)
Increase in payables 160,051 123,279
------------- -----------
Cash provided from (used for) operating activities 30,429 (39,921)
------------- -----------
CASH FLOWS (USED FOR) PROVIDED FROM
INVESTING ACTIVITIES
Cost of portfolio investments purchased (50,000) (40,815)
Proceeds from the sale of portfolio investments 14,365 68,785
------------- -----------
Cash (used for) provided from investing activities (35,635) 27,970
------------- -----------
Decrease in cash and cash equivalents (5,206) (11,951)
Cash and cash equivalents at beginning of period 7,998 16,061
------------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,792 $ 4,110
============= ===========
Supplemental disclosure of non-cash investing and financing activities:
Purchase of 68,003 common shares of Inn-Room
Systems, Inc. - through reduction of notes - $ 680
Conversion of accrued interest into cost of portfolio investment $ 249,566 -
</TABLE>
See notes to financial statements.
<PAGE>
WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (Unaudited)
For the Six Months Ended June 30, 1999
<TABLE>
Unallocated
Managing Individual Net Unrealized
General General Limited Depreciation of
Partner Partners Partners Investments Total
<S> <C> <C> <C> <C> <C>
Balance at beginning of period $ 593,816 $ 3,477 $ 9,877,387 $ (5,420,639) $ 5,054,041
Net investment loss (74) (47) (132,930) - (133,051)
Net realized loss from portfolio
investments (9,611) (13) (36,599) - (46,223)
Change in net unrealized
depreciation of investments - - - (463,515) (463,515)
------------ --------- --------------- --------------- ---------------
Balance at end of period $ 584,131 $ 3,417 $ 9,707,858(A) $ (5,884,154) $ 4,411,252
============ ========= =============== =============== ==============
</TABLE>
(A) The net asset value per $1,000 unit of limited partnership interest,
including an assumed allocation of net unrealized depreciation of
investments, is $389.
See notes to financial statements.
<PAGE>
WESTFORD TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS (Unaudited)
1. Organization and Purpose
Westford Technology Ventures, L.P. (the "Partnership") is a Delaware limited
partnership formed on September 3, 1987. WTVI Co., L.P., the managing general
partner of the Partnership (the "Managing General Partner") and four individuals
(the "Individual General Partners") are the general partners of the Partnership.
Hamilton Capital Management Inc. (the "Management Company") is the general
partner of the Managing General Partner and the management company of the
Partnership. The Partnership began its principal operations on December 1, 1988.
The Partnership's objective is to achieve long-term capital appreciation by
making venture capital investments in new and developing companies and other
special investment situations. The Partnership will not engage in any other
business or activity. The Partnership's originally scheduled termination date
was December 31, 1998. In October 1998, the Individual General Partners voted to
extend the term of the Partnership for an additional two-year period. The
Partnership is now scheduled to terminate no later than December 31, 2000. The
Individual General Partners have the right to extend the term of the Partnership
for an additional two-year period if they determine that such extension is in
the best interest of the Partnership.
2. Significant Accounting Policies
Valuation of Investments - Short-term investments are carried at amortized cost
which approximates market. Portfolio investments are carried at fair value as
determined quarterly by the Managing General Partner under the supervision of
the Individual General Partners. The fair value of publicly-held portfolio
securities is adjusted to the closing public market price for the last trading
day of each quarter discounted by a factor of 0% to 50% 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 either has a representative serving on the Board of Directors or is
greater than a 10% shareholder, 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 1) to
reflect meaningful third-party transactions in the private market or 2) to
reflect significant progress or slippage in the development of the company's
business such that cost is no longer reflective of 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.
<PAGE>
WESTFORD TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS (Unaudited)
Investment Transactions - Investment transactions are recorded on the accrual
method. Portfolio investments are recorded on the trade date, the date 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 income
tax returns. The Partnership's net assets for financial reporting purposes
differ from its net assets for tax purposes. Net unrealized depreciation of $5.9
million at June 30, 1999, which was recorded for financial statement purposes,
has not been recognized for tax purposes. Additionally, from inception to June
30, 1999, other timing differences relating to net realized gains totaling $1.0
million have been recorded on the Partnership's financial statements but have
not yet been recorded on the Partnership's tax return and syndication costs
relating to the selling of Units totaling $1.2 million were charged to partners'
capital on the financial statements but have not been deducted or charged
against partners' capital for tax purposes.
Cash Equivalents - The Partnership considers all highly liquid debt instruments
(primarily money market funds) to be cash equivalents.
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 the
Partnership's aggregate investment income and net realized gains from venture
capital investments, provided that such amount is positive. All other gains and
losses of the Partnership are allocated among all the Partners, including the
Managing General Partner, in proportion to their respective capital
contributions to the Partnership.
4. Related Party Transactions
The Management Company is responsible for the management and administrative
services necessary for the operation of the Partnership. For these services, the
Management Company receives a management fee at an annual rate of 2.5% of the
gross capital contributions to the Partnership (net of selling commissions and
organizational expenses paid by the Partnership), reduced by capital distributed
and realized losses, with a minimum fee of $200,000 per annum. Such fee is
determined quarterly and paid monthly. Effective January 1, 1999, the management
fee payable by the Partnership was reduced to the minimum annual fee of $200,000
as per agreement with the Management Company.
The Management Company also directly provides certain shareholder services and
database management support for the Limited Partners of the Partnership. For
such services, the Management Company had charged the Partnership an additional
fee of $8,500 per quarter through December 31, 1998. This amount was paid to the
Management Company in addition to the regular management fee discussed above.
Effective January 1, 1999, however, the Management Company agreed to provide
such services for no additional fee.
<PAGE>
WESTFORD TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS (Unaudited)
5. Independent General Partners' Fees
As compensation for services rendered to the Partnership, each of the three
Independent General Partners receives an annual fee in quarterly installments
and $1,000 for each meeting of the Independent General Partners attended, plus
out-of-pocket expenses. The annual fee paid to each Independent General Partner
was reduced from $10,000 to $5,000 effective on January 1, 1999.
6. Classification of Portfolio Investments
<TABLE>
As of June 30, 1999, the Partnership's investments were categorized as follows:
Percentage of
Type of Investments Cost Fair Value Net Assets*
- ------------------- --------------- --------------- -----------
<S> <C> <C> <C>
Preferred Stock $ 5,835,016 $ 3,065,969 69.50%
Common Stock 4,771,824 1,656,717 37.56%
Debt Securities 152,940 152,940 3.47%
---------------- -------------- ---------
Total $ 10,759,780 $ 4,875,626 110.53%
================ ============== =======
Country/Geographic Region
Midwestern U.S. $ 6,824,387 $ 3,379,369 76.61%
Eastern U.S. 3,935,393 1,496,257 33.92%
---------------- -------------- --------
Total $ 10,759,780 $ 4,875,626 110.53%
================ ============== =======
Industry
Wireless Communications $ 5,401,098 $ 2,976,429 67.48%
Computer Software 3,096,597 657,461 14.90%
Vending Equipment 1,423,289 402,940 9.13%
Semiconductors 838,796 838,796 19.02%
---------------- -------------- --------
Total $ 10,759,780 $ 4,875,626 110.53%
================ ============== =======
</TABLE>
* Fair value as a percentage of net assets.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Liquidity and Capital Resources
As of June 30, 1999, the Partnership held $2,792 in an interest-bearing cash
account. The Partnership earned interest from its cash balances of $50 and $159
for the three and six months ended June 30, 1999, respectively. Interest earned
from the Partnership's cash balances and short-term investments, if any, in
future periods is subject to fluctuations in short-term interest rates and
changes in amounts available for investment in such securities.
The Partnership has fully invested the net proceeds received from the offering
of Units and will not make additional investments in new portfolio companies.
However, the Partnership may make additional follow-on investments in existing
portfolio companies, if required. During the six months ended June 30, 1999, the
Partnership completed a follow-on investment of $50,000 in Thunderbird
Technologies, Inc.
As of June 30, 1999, the Partnership's current liabilities exceeded its cash
balance by approximately $500,600. Current liabilities as of June 30, 1999
include $411,304 due to the Management Company and $69,000 due to the
Independent General Partners. Funds needed to cover such current liabilities,
future follow-on investments, if any, and operating expenses are expected to be
obtained primarily from proceeds from the sale of the Partnership's remaining
portfolio investments. As a result of the current cash shortage, payments to the
Management Company and the Independent General Partners have been temporarily
suspended.
Results of Operations
For the three and six months ended June 30, 1999, the Partnership had a net
realized loss from operations of $67,576 and $179,274, respectively. For the
three and six months ended June 30, 1998, the Partnership had a net realized
loss from operations of $119,276 and $165,868, respectively. Net realized gain
or loss from operations is comprised of (i) net realized gain or loss from
portfolio investments and (ii) net investment income or loss (interest and
dividend income less operating expenses).
Realized Gains and Losses from Portfolio Investments - For the three months
ended June 30, 1999, the Partnership had no realized gains or losses from its
portfolio investments. For the six months ended June 30, 1999, the Partnership
had a $46,223 net realized loss from its portfolio investments due to the write
off of the remaining net receivable balance due from the 1994 sale of Eidetics
Incorporated. In April 1994, Eidetics Incorporated was sold in a management
buyout for a $4,190 cash down payment and potential future payments to be
determined by the actual cash receipts of the acquiring company for five years
from the buyout date. In 1994, the Partnership recorded a $250,597 receivable
related to such expected future payments. At the end of the five year period
actual cash payments received against the receivable balance totaled $204,374.
The Partnership also received interest payments totaling $72,965 over the five
year period.
For the three and six months ended June 30, 1998, the Partnership had a net
realized loss from its portfolio investments of $68,190 resulting from the sale
of 6,600 shares of EIS International, Inc. common stock, for $40,832.
Investment Income and Expenses - Net investment loss for the three months ended
June 30, 1999 and 1998 was $67,576 and $51,086, respectively. The increase in
net investment loss for the 1999 period as compared to the same period in 1998,
is comprised of a $36,056 decrease in investment income partially offset by a
$19,566 decrease in operating expenses. The decrease in investment income
primarily resulted from the decrease in interest income relating to promissory
notes due from Spectrix Corporation which were exchanged for additional equity
holdings of the company in March 1999. The decrease in operating expenses
primarily resulted from a decline in the management fee and the database
management fee, as discussed below. Additionally, there was a decline mailing
and printing expenses due to a reversal, during 1999, of prior period accruals
and a general decrease in such expenses for the 1999 period as compared to the
same period for 1998.
Net investment loss for the six months ended June 30, 1999 and 1998 was $133,051
and $97,678, respectively. The increase in net investment loss for the 1999
period as compared to the same period in 1998, is comprised of a $74,148
decrease in investment income partially offset by a $38,775 decrease in
operating expenses. The decrease in investment income primarily resulted from
the decrease in interest income relating to promissory notes due from Spectrix
Corporation as discussed above. The decrease in operating expenses primarily
resulted from a decline in the management fee, the database management fee, and
mailing and printing expenses as discussed above. Additionally, Independent
General Partners' fees declined $4,500, primarily reflecting the reduction of
the annual fees paid to each Independent General Partner from $10,000 to $5,000
effective as of January 1, 1999.
The Management Company is responsible for the management and administrative
services necessary for the operation of the Partnership. The Management Company
receives a management fee at the annual rate of 2.5% of the gross capital
contributions to the Partnership (net of selling commissions and organizational
expenses paid by the Partnership), reduced by capital distributed and realized
losses, with a minimum annual fee of $200,000. Effective January 1, 1999, the
Management Company agreed to reduce the management fee payable by the
Partnership to the minimum annual fee of $200,000. The management fee for the
three months ended June 30, 1999 and 1998 was $50,000 and $55,468, respectively.
The management fee for the six months ended June 30, 1999 and 1998 was $100,000
and $111,364, respectively.
Additionally, the Management Company provides certain shareholder services and
database management support for the Limited Partners of the Partnership. For
such services, the Management Company had charged the Partnership an additional
fee of $8,500 per quarter through December 31, 1998. This amount was paid to the
Management Company in addition to the regular management fee discussed above.
Effective January 1, 1999, however, the Management Company agreed to provided
such services for no additional fee.
To the extent possible, the management fee and other expenses incurred directly
by the Partnership are paid with funds provided from operations. Funds provided
from operations primarily are obtained from interest received from short-term
investments, income earned from portfolio investments and proceeds received from
the sale of portfolio investments.
<PAGE>
Unrealized Gains and Losses and Changes in Unrealized Appreciation or
Depreciation of Portfolio Investments - For the six months ended June 30, 1999,
the Partnership had a $463,515 unfavorable change in net unrealized depreciation
of investments, resulting from the net downward revaluation of the Partnership's
remaining portfolio investments.
For the six months ended June 30, 1998, the Partnership had a $44,137 favorable
change in net unrealized depreciation of investments primarily resulting from
the transfer of $53,747 from unrealized loss to realized loss due to the sale of
6,600 common shares of EIS, as discussed above. This increase was partially
offset by a $9,610 net downward revaluation of the Partnership's investment in
EIS International, Inc., due to a decrease in the public market price of the
company's common stock at the end of the period
Net Assets - Changes in net assets resulting from operations are comprised
of 1) net realized gain or loss from operations and 2)changes in net
unrealized appreciation or depreciation of investments.
As of June 30, 1999, the Partnership's net assets were $4,417,252, reflecting a
decrease of $636,789 from net assets of $5,054,041 as of December 31, 1998. This
change represents the decrease in net assets resulting from operations for the
six month period, comprised of the $463,515 unfavorable change in net unrealized
depreciation of investments and the $173,274 net realized loss from operations.
As of June 30, 1998, the Partnership's net assets were $6,456,385, reflecting a
decrease of $121,731 from net assets of $6,578,116 at December 31, 1997. This
change represents the decrease in net assets resulting from operations for the
six month period, comprised of the $165,868 net realized loss from operations
partially offset by the $44,137 favorable change in net unrealized depreciation
of investments.
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 of limited partnership interest ("Unit"), net unrealized
appreciation or depreciation 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
$1,000 Unit at June 30, 1999 and December 31, 1998 was $390 and $446,
respectively.
Year 2000 Issue - The Year 2000 ("Y2K") concern arose because many existing
computer programs use only the last two digits to refer to a year. Therefore,
these computer programs do not properly recognize a year that begins with "20"
instead of "19". If not corrected, many computer applications could fail or
create erroneous results. The impact of the Y2K concern on the Partnership's
operations is currently being assessed.
The Management Company is responsible to provide or arrange for the provision of
administrative services necessary to support the Partnership's operations. The
Management Company has arranged for Palmeri Fund Administrators, Inc. (the
"Administrator") to provide the administrative and accounting services for the
Partnership, including maintenance of the books and records of the Partnership,
maintenance of the Limited Partner database, issuance of financial reports and
tax information to Limited Partners and processing distribution payments to
Limited Partners. Fees charged by the Administrator are paid directly by the
Management Company.
The Administrator has assessed its computer hardware and software systems,
specifically as they relate to the operations of the Partnership. As part of
this investigation of potential Y2K concerns, the Administrator contracted with
an outside computer service provider to examine all of the Administrator's
computer hardware and software applications. This review and evaluation has been
completed and certain Y2K concerns were identified. The Administrator has
completed the purchase and installation of the necessary software upgrades and
patches and new computer hardware required for its computer systems to be Y2K
compliant. The Administrator expects to complete the testing of its systems by
October 1999.
Additionally, the Administrator has contacted the outside service providers used
to assist the Administrator or the Management Company with the administration of
the Partnership's operations to ascertain whether these entities are addressing
the Y2K issue within their own operation. There can be no guarantee that the
Administrator's systems or that systems of other companies providing services to
the Partnership will be corrected in a timely manner. The estimated costs to the
Partnership, relating to the investigation or correction of Y2K problems
affecting the Partnership's operations, are expected to be nominal.
Finally, the Y2K issue is a global concern that may affect all business
entities, including the Partnership's portfolio companies. The Managing General
Partner is continuing to assess the impact of Y2K concerns on its portfolio
companies. However, the extent to which any potential Y2K concerns could affect
the valuations of these companies is unknown. At the time that specific Y2K
concerns are identified, if any, the Managing General Partner will take such
issues into consideration in adjusting the fair value of the Partnership's
portfolio investments.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
The Partnership is subject to market risk arising from changes in the value of
its portfolio investments, short-term investments and interest-bearing cash
equivalents, which may result from fluctuations in interest rates and equity
prices. The Partnership has calculated its market risk related to its holdings
of these investments based on changes in interest rates and equity prices
utilizing a sensitivity analysis. The sensitivity analysis estimates the
hypothetical change in fair values, cash flows and earnings based on an assumed
10% change (increase or decrease) in interest rates and equity prices. To
perform the sensitivity analysis, the assumed 10% change is applied to market
rates and prices on investments held by the Partnership at the end of the
accounting period.
The Partnership's portfolio investments had an aggregate fair value of
$4,875,626 as of June 30, 1999. An assumed 10% decline from this fair value,
including an assumed 10% decline of the per share market prices of the
Partnership's publicly-traded securities, would result in a reduction to the
fair value of such investments and a corresponding unrealized loss of $487,563.
The Partnership had no short-term investments as of June 30, 1999. Market risk
relating to the Partnership's interest-bearing cash equivalents held as of June
30, 1999 is considered to be immaterial.
<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.
The 1999 Annual Meeting of Limited Partners, originally scheduled for June 28,
1999, was held on July 23, 1999. At the meeting, the following matters were
voted on and approved:
<TABLE>
Affirmative
Votes Withheld
Election of the four Individual General Partners, to serve for the ensuing year:
<S> <C> <C>
Jeffrey T. Hamilton 4,237 1,473
Robert S. Ames 4,433 1,277
Alfred M. Bertocchi 4,441 1,269
George M. Weimer 4,434 1,276
Affirmative Negative
Votes Votes Abstentions
Election of the General Partner, WTVI Co., L.P.
to serve as Managing General Partner
for the ensuing year. 4,257 1,453 n/a
Approval of the continuance of the
Management Agreement between the
Partnership and the Management Company 3,808 1,560 342
Ratification of the selection of
BDO Seidman LLP as independent
auditors for the Partnership's fiscal
year ending December 31, 1999 4,657 781 272
</TABLE>
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
covered by this report.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, this report has been signed below by the following persons on
behalf of the Registrant, in the capacities, and on the dates indicated.
WESTFORD TECHNOLOGY VENTURES, L.P.
By: WTVI Co., L.P.
its managing general partner
By: Hamilton Capital Management Inc.
its general partner
By: s/s Jeffrey T. Hamilton President, Secretary and Director
Jeffrey T. Hamilton (PrincipalExecutive Officer) of
of Hamilton Capital Management Inc.
and Individual General Partner of
Westford Technology Ventures, L.P.
By: s/s Susan J. Trammell Treasurer and Director (Principal
Susan J. Trammell Financial and Accounting Officer)
of Hamilton Capital Management Inc.
Date: August 16, 1999
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM WESTFORD
TECHNOLOGY VENTURES, L.P.'S QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED
JUNE 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-1-1999
<PERIOD-END> JUN-30-1999
<INVESTMENTS-AT-COST> 10,759,780
<INVESTMENTS-AT-VALUE> 4,875,626
<RECEIVABLES> 36,190
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 2,792
<TOTAL-ASSETS> 4,914,608
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 497,356
<TOTAL-LIABILITIES> 497,356
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 11,217
<SHARES-COMMON-PRIOR> 11,217
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (5,884,154)
<NET-ASSETS> 4,417,252
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 6,432
<OTHER-INCOME> 0
<EXPENSES-NET> 139,483
<NET-INVESTMENT-INCOME> (133,051)
<REALIZED-GAINS-CURRENT> (46,223)
<APPREC-INCREASE-CURRENT> (463,515)
<NET-CHANGE-FROM-OPS> (642,789)
<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> (636,789)
<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> 4,735,647
<PER-SHARE-NAV-BEGIN> 446
<PER-SHARE-NII> (12)
<PER-SHARE-GAIN-APPREC> (45)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 389
<EXPENSE-RATIO> 0
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
