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, 2000
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.
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(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, 2000 (Unaudited) and December 31, 1999
Schedule of Portfolio Investments as of June 30, 2000 (Unaudited)
Statements of Operations for the Three and Six Months Ended June 30, 2000 and
1999 (Unaudited)
Statements of Cash Flows for the Six Months Ended June 30, 2000 and 1999
(Unaudited)
Statement of Changes in Partners' Capital for the Six Months Ended June 30, 2000
(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>
<S> <C> <C> <C> <C> <C> <C>
June 30, 2000 December 31,
(Unaudited) 1999
ASSETS
Portfolio investments, at fair value (cost of $7,673,183 as of
June 30, 2000 and $10,769,780 as of December 31, 1999) $ 4,228,165 $ 5,550,221
Cash and cash equivalents 1,123,855 603
Accrued interest receivable 52,758 43,048
---------------- ----------------
TOTAL ASSETS $ 5,404,778 $ 5,593,872
================ ================
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable and accrued expenses $ 37,683 $ 35,645
Due to Management Company 426,304 540,304
Due to Independent General Partners 3,750 82,500
---------------- ----------------
Total liabilities 467,737 658,449
---------------- ----------------
Partners' Capital:
Managing General Partner 237,913 584,100
Individual General Partners 2,858 3,367
Limited Partners (11,217 Units) 8,141,288 9,567,515
Unallocated net unrealized depreciation of investments (3,445,018) (5,219,559)
----------------- ----------------
Total partners' capital 4,937,041 4,935,423
---------------- ----------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 5,404,778 $ 5,593,872
================ ================
</TABLE>
See notes to financial statements.
<PAGE>
WESTFORD TECHNOLOGY VENTURES, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS (Unaudited)
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
June 30, 2000
Initial Investment
Investment Description Date Cost Fair Value
-------------------------------------------------------------------------------------------------------------------------------
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 12/31/00 102,940 102,940
-------------- ----------------
1,423,289 402,940
--------------------------------------------------------------------------------------------------------------------------------
Spectrix Corporation*
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 Notes at prime 60,000 60,000
-------------- ----------------
848,796 848,796
--------------------------------------------------------------------------------------------------------------------------------
TOTAL PORTFOLIO INVESTMENTS $ 7,673,183 $ 4,228,165
============== ================
</TABLE>
* 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>
<S> <C> <C> <C> <C> <C> <C>
Three Months Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
-------------- ------------ -------------- --------
INVESTMENT INCOME AND EXPENSES
Income:
Interest from short-term investments $ 6,397 $ 50 $ 11,541 $ 159
Interest and other income from portfolio investments 3,905 3,257 7,709 6,273
-------------- ------------- -------------- -------------
Totals 10,302 3,307 19,250 6,432
-------------- ------------- -------------- -------------
Expenses:
Management fee 37,500 50,000 75,000 100,000
Professional fees 14,988 7,588 28,216 14,363
Mailing and printing 5,220 1,695 10,848 5,195
Independent General Partners' fees 3,750 9,750 7,500 16,500
Other expenses 1,525 1,850 3,275 3,425
-------------- ------------- -------------- -------------
Totals 62,983 70,883 124,839 139,483
-------------- ------------- -------------- -------------
NET INVESTMENT LOSS (52,681) (67,576) (105,589) (133,051)
Net realized loss from portfolio investments - - (1,667,334) (46,223)
-------------- ------------- -------------- -------------
NET REALIZED LOSS FROM OPERATIONS (52,681) (67,576) (1,772,923) (179,274)
Change in unrealized depreciation of investments - 85,756 1,774,541 (463,515)
-------------- ------------- -------------- -------------
NET (DECREASE) INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ (52,681) $ 18,180 $ 1,618 $ (642,789)
=============== ============= ============== =============
</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>
<S> <C> <C> <C> <C> <C> <C>
2000 1999
------------ -------------
CASH FLOWS (USED FOR) PROVIDED FROM
OPERATING ACTIVITIES
Net investment loss $ (105,589) $ (133,051)
Adjustments to reconcile net investment loss to cash
used for operating activities:
Increase (decrease) in accrued interest and other receivables (9,710) 3,429
(Decrease) increase in payables (190,712) 160,051
-------------- -----------
Cash (used for) provided from operating activities (306,011) 30,429
-------------- -----------
CASH FLOWS PROVIDED FROM (USED FOR)
INVESTING ACTIVITIES
Cost of portfolio investments purchased - (50,000)
Proceeds from the sale of portfolio investments 1,429,263 14,365
-------------- -----------
Cash provided from (used for) investing activities 1,429,263 (35,635)
-------------- -----------
Increase (decrease) in cash and cash equivalents 1,123,252 (5,206)
Cash and cash equivalents at beginning of period 603 7,998
-------------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,123,855 $ 2,792
============== =============
Supplemental disclosure of non-cash investing and financing activities:
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, 2000
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Unallocated
Managing Individual Net Unrealized
General General Limited Depreciation of
Partner Partners Partners Investments Total
Balance at beginning of period $ 584,100 $ 3,367 $ 9,567,515 $ (5,219,559) $ 4,935,423
Net investment income (loss) 482 (38) (106,033) - (105,589)
Net realized loss from portfolio
investments (346,669) (471) (1,320,194) - (1,667,334)
Change in net unrealized
depreciation of investments - - - 1,774,541 1,774,541
------------ --------- --------------- --------------- ---------------
Balance at end of period $ 237,913 $ 2,858 $ 8,141,288(A) $ (3,445,018) $ 4,937,041
============ ========= =============== =============== ===============
</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 $436.
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 is scheduled to terminate no later than
December 31, 2000. However, 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. Publicly-held portfolio securities are valued
at the closing public market price on the valuation date 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 valued at cost until significant
developments affecting the portfolio company provide a basis for change in
valuation. The fair value of private securities is adjusted to reflect 1)
meaningful third-party transactions in the private market or 2) 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.
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
therefore. Realized gains and losses on investments sold are computed on a
specific identification basis.
<PAGE>
WESTFORD TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS (Unaudited), continued
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 $3.4
million as of June 30, 2000, was recorded for financial statement purposes but
has not been recognized for tax purposes. Additionally, from inception to June
30, 2000, other timing differences relating to the sale 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 received a management fee through December 31, 1999 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. The Management Company voluntarily agreed to reduce the
minimum management fee payable by the Partnership to $150,000 per annum,
effective January 1, 2000.
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.
From inception of the Partnership to December 31, 1998, each of the three
Independent General Partners received an annual fee of $10,000 and $1,000 for
each meeting of the Independent General Partners attended, plus out-of-pocket
expenses. Effective January 1, 1999, the annual fee paid to each Independent
General Partner was reduced to $5,000. Additionally, effective January 1, 2000,
the Independent General Partners voluntarily waived all future meeting fees.
<PAGE>
WESTFORD TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS (Unaudited), continued
5. Classification of Portfolio Investments
As of June 30, 2000 the Partnership's portfolio investments were categorized as
follows:
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Percentage of
Type of Investments Cost Fair Value Net Assets*
------------------- --------------- --------------- -----------
Preferred Stock $ 5,835,016 $ 3,065,969 62.10%
Common Stock 1,675,227 999,256 20.24%
Debt Securities 162,940 162,940 3.30%
---------------- -------------- ---------
Total $ 7,673,183 $ 4,228,165 85.64%
================ ============== ========
Country/Geographic Region
Midwestern U.S. $ 6,824,387 $ 3,379,369 68.45%
Eastern U.S. 848,796 848,796 17.19%
---------------- -------------- --------
Total $ 7,673,183 $ 4,228,165 85.64%
================ ============== ========
Industry
Wireless Communications $ 5,401,098 $ 2,976,429 60.29%
Vending Equipment 1,423,289 402,940 8.16%
Semiconductors 848,796 848,796 17.19%
---------------- -------------- --------
Total $ 7,673,183 $ 4,228,165 85.64%
================ ============== ========
</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
In connection with the acquisition of EIS International, Inc. by SER Systems AG
completed in January 2000, the Partnership received $1,429,623, or $6.25 for
each of its 228,682 common shares of EIS.
As of June 30, 2000, the Partnership held $1,123,855 in an interest-bearing cash
account. The Partnership earned $6,397 and $11,541 of interest from such cash
account for the three and six months ended June 30, 2000. 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.
As of June 30, 2000, the Partnership's current liabilities of $467,737 included
$426,304 due to the Management Company. Funds needed to cover such current
liabilities, future follow-on investments, if any, and operating expenses will
be obtained primarily from existing cash reserves and proceeds from the sale of
the Partnership's remaining portfolio investments.
Results of Operations
For the three and six months ended June 30, 2000, the Partnership had a net
realized loss from operations of $52,681 and $1,772,923, respectively. 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. 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 - The Partnership had no
realized gains or losses from its portfolio investments for the three months
ended June 30, 2000. For the six months ended June 30, 2000, the Partnership had
a $1,667,334 net realized loss from its portfolio investments. As discussed
above, in January 2000, SER Systems AG completed its acquisition of EIS
International, Inc. at $6.25 per share. The Partnership received $1,429,623 for
its EIS shares, resulting in a realized loss of $1,667,334.
The Partnership had no realized gains or losses from its portfolio investments
for the three months ended June 30, 1999. 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.
Investment Income and Expenses - Net investment loss for the three months ended
June 30, 2000 and 1999 was $52,681 and $67,576, respectively. The favorable
change in net investment loss for the 2000 period compared to the same period in
1999 is comprised of a $6,995 increase in investment income partially and a
$7,900 decrease in operating expenses. The increase in investment income
primarily was due to an increase in interest from short-term investments,
reflecting an increase in the amount of the Partnership's interest earning cash
balances held during the three months ended June 30, 2000 compared to the same
period in 1999. The decrease in operating expenses included a $12,500 decline in
the management fee, as discussed below, and a $6,000 decline in fees paid to the
Independent General Partners, resulting from the voluntary elimination of all
meeting fees previously paid at $1,000 per meeting to each of the Independent
General Partners. Reductions due to the management fee and fees paid to the
Independent General Partners were partially offset by increases in other
operating expenses, primarily professional fees and mailing and printing
expenses. Professional fees increased $7,400 for the three months ended June 30,
2000 compared to the same period in 1999 primarily due to additional accounting
fees relating to the quarterly financial statement review, which is now required
for all business development companies filing SEC Form 10-Q. Mailing and
printing expenses increased for the three months ended June 30, 2000 compared to
the same period in 1999 due to certain accrual adjustments made in the 1999
period.
Net investment loss for the six months ended June 30, 2000 and 1999 was $105,589
and $133,051, respectively. The favorable change in net investment loss for the
2000 period as compared to the same period in 1999 is comprised of a $12,818
increase in investment income and a $14,644 decrease in operating expenses. The
increase in investment income primarily was due to an increase in interest from
short-term investments, reflecting an increase in the amount of the
Partnership's interest earning cash balances held during the first half of 2000
compared to the same period in 1999. The decrease in operating expenses included
a $25,000 decline in the management fee, as discussed below, and a $9,000
decline in fees paid to the Independent General Partners, resulting from the
voluntary elimination of all meeting fees previously paid at $1,000 per meeting
to each of the Independent General Partners. Reductions due to the management
fee and fees paid to the Independent General Partners were partially offset by
increases in other operating expenses, primarily professional fees and mailing
and printing expenses. Professional fees increased $13,853 for the six months
ended June 30, 2000 compared to the same period in 1999 primarily due to
additional accounting fees relating to the quarterly financial statement review,
which is now required for all business development companies filing SEC Form
10-Q. Mailing and printing expenses increased for the three months ended June
30, 2000 compared to the same period in 1999 due to certain accrual adjustments
made in the 1999 period.
The Management Company is responsible for the management and administrative
services necessary for the operation of the Partnership. For these services, the
Management Company received a management fee through December 31, 1999 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. The Management Company voluntarily agreed to reduce the
minimum management fee payable by the Partnership to $150,000 per annum,
effective January 1, 2000. The management fee for the three months ended June
30, 2000 and 1999 was $37,500 and $50,000, respectively. The management fee for
the six months ended June 30, 2000 and 1999 was $75,000 and $100,000,
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.
Unrealized Gains and Losses and Changes in Unrealized Depreciation of Portfolio
Investments - For the six months ended June 30, 2000, the Partnership had a
$1,774,541 favorable change in net unrealized depreciation of investments,
resulting from the transfer of $1,774,541 from unrealized loss to realized loss
relating to the sale of the Partnership's holdings of EIS, as discussed above.
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.
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, 2000, the Partnership's net assets were $4,937,041, reflecting an
increase of $1,618 from net assets of $4,935,423 as of December 31, 1999. This
change represents the increase in net assets resulting from operations for the
six-month period, comprised of the $1,774,541 favorable change in net unrealized
depreciation of investments exceeding the $1,772,923 net realized loss from
operations for the six months ended June 30, 2000.
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.
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, 2000 and December 31, 1999 was $436 and $435,
respectively.
<PAGE>
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
$4,228,165 as of June 30, 2000. 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 $422,817.
The Partnership had no short-term investments as of June 30, 2000. Market risk
relating to the Partnership's interest-bearing cash equivalents held as of June
30, 2000 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 2000 Annual Meeting of Limited Partners, originally scheduled for June 28,
2000, was held on August 3, 2000. At the meeting, the following matters were
voted on and approved:
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Affirmative
Votes Withheld
Election of the four Individual General Partners, to serve for the ensuing year:
Jeffrey T. Hamilton 4,646 1,719
Robert S. Ames 4,646 1,719
Alfred M. Bertocchi 4,646 1,719
George M. Weimer 4,646 1,719
Affirmative Negative
Votes Votes Abstentions
Election of the General Partner, WTVI Co., L.P.
to serve as Managing General Partner
for the ensuing year. 4,655 1,860 n/a
Approval of the continuance of the
Management Agreement between the
Partnership and the Management Company 4,250 1,776 313
Ratification of the selection of
BDO Seidman LLP as independent
auditors for the Partnership's fiscal
year ending December 31, 2000 5,230 776 333
</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.
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
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 (Principal
------------------------------------------------
Jeffrey T. Hamilton Executive Officer) 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 Financial
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Susan J. Trammell and Accounting Officer) of Hamilton Capital
Management Inc.
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Date: August 14, 2000
