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, 1995
Commission file number 33-21281
WESTMED VENTURE PARTNERS 2, L.P.
(Exact name of registrant as specified in its charter)
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Delaware 13-3473015
(State of organization) (I.R.S. Employer Identification No.)
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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 2, L.P.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Balance Sheets as of March 31, 1995 (Unaudited) and December 31, 1994
Schedule of Portfolio Investments as of March 31, 1995 (Unaudited)
Statements of Operations for the Three Months Ended March 31, 1995 and 1994
(Unaudited)
Statements of Cash Flows for the Three Months Ended March 31, 1995 and 1994
(Unaudited)
Statement of Changes in Partners' Capital for the Three Months Ended March 31,
1995 (Unaudited)
Notes to Financial Statements (Unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
Item 2. Changes in Securities.
Item 3. Defaults upon Senior Securities.
Item 4. Submission of Matters to a Vote of Security Holders.
Item 5. Other Information.
Item 6. Exhibits and Reports on Form 8-K.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
WESTMED VENTURE PARTNERS 2, L.P.
BALANCE SHEETS
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March 31, 1995 December 31,
(Unaudited) 1994
ASSETS
Portfolio investments, at fair value
(cost $8,364,551 at March 31, 1995 and
<S> <C> <C>
at December 31, 1994) - Notes 2 and 4 $ 6,558,304 $ 6,252,798
Cash and cash equivalents 6,950,101 6,969,849
Accrued interest receivable and other assets 24,558 28,887
------ ------
TOTAL ASSETS $ 13,532,963 $ 13,251,534
= ========== = ==========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable and accrued expenses $ 26,073 $ 25,148
Due to Managing General Partner - Note 4 67,516 66,057
Due to Independent General Partners - Note 4 3,750 15,000
----- ------
Total liabilities 97,339 106,205
------ -------
Partners' Capital:
Managing General Partner 134,356 131,453
Limited Partners (38,727 Units) 13,301,268 13,013,876
---------- ----------
Total Partners' capital 13,435,624 13,145,329
---------- ----------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 13,532,963 $ 13,251,534
= ========== = ==========
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See notes to financial statements.
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WESTMED VENTURE PARTNERS 2, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED)
March 31, 1995
Active Portfolio Investments:
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Initial Investment
Company / Position Date Cost Fair Value
Gliatech, Inc.
<S> <C> <C> <C>
600,000 shares of Preferred Stock Feb. 1992 $ 962,009 $ 962,009
Warrant to purchase 100,000 shares of Preferred Stock
at $1.50 per share, expiring 7/29/99 0 0
------------------------------------ - -
Hepatix, Inc.
668,346 shares of Preferred Stock Jan. 1992 1,091,913 1,891,913
- --------------------------------- --------- --------- ---------
IVF America, Inc.(A)
211,672 shares of Common Stock Mar. 1989 2,322,426 273,851
Warrant to purchase 18,340 shares of Common Stock
at $10.34 per share, expiring 7/31/96 0 0
------------------------------------- - -
KeraVision, Inc.
171,821 shares of Preferred Stock Nov. 1992 530,300 530,300
- --------------------------------- --------- ------- -------
La Jolla Pharmaceutical Company(A)
100,383 shares of Common Stock Nov. 1991 678,579 228,196
25,076 warrants to purchase 12,538 shares of Common
Stock at $6 per share, expiring 6/3/99 0 7,410
Warrant to purchase 5,015 shares of Common Stock
at $5 per share, expiring 6/3/99 0 0
- -
678,579 235,606
------- -------
Sennes Drug Innovations, Inc.*
2,750,000 shares of Preferred Stock June 1993 1,175,579 1,175,579
412,500 shares of Common Stock 4,375 4,375
----- -----
1,179,954 1,179,954
--------- ---------
Synaptic Pharmaceutical Corporation
432,870 shares of Preferred Stock June 1991 797,167 797,167
- --------------------------------- --------- ------- -------
Targeted Genetics, Inc.(A)
158,731 shares of Common Stock June 1992 802,203 687,504
- ------------------------------ --------- ------- -------
Totals from Active Portfolio Investments $ 8,364,551 $ 6,558,304
= ========= = =========
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WESTMED VENTURE PARTNERS 2, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED) - continued
March 31, 1995
SUPPLEMENTAL INFORMATION: LIQUIDATED PORTFOLIO INVESTMENTS(B)
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Cost Realized Loss Return
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Total from Liquidated Portfolio Investments $ 5,149,819 $ (2,909,857) $ 2,239,962
= ========= = =========== = =========
Combined Combined
Unrealized and Fair Value
Cost Realized Loss and Return
Totals from Active and Liquidated Portfolio
Investments $ 13,514,370 $ (4,716,104) $ 8,798,266
= ========== = =========== = =========
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(A) Public company
(B) Amounts provided for "Supplemental Information: Liquidated Portfolio
Investments" are cumulative from inception through March 31, 1995.
* Company may be deemed an affiliated person of the Partnership as such term is
defined in the Investment Company Act of 1940.
See notes to financial statements.
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WESTMED VENTURE PARTNERS 2, L.P.
STATEMENTS OF OPERATIONS (UNAUDITED)
For the Three Months Ended March 31,
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1995 1994
---- ----
INVESTMENT INCOME AND EXPENSES
Income:
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Interest from short-term investments $ 99,850 $ 59,934
Interest and dividend income from portfolio investments - 1,108
- -----
Totals 99,850 61,042
------ ------
Expenses:
Management fee - Note 4 67,516 71,150
Professional fees 11,074 1,890
General and administrative expenses 32,721 13,340
Independent General Partners' fees - Note 4 3,750 3,750
Miscellaneous - 211
- ---
Totals 115,061 90,341
------- ------
NET INVESTMENT LOSS (15,211) (29,299)
Net change in unrealized depreciation of investments 305,506 756,342
------- -------
NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS (allocable to Partners) - Note 3 $ 290,295 $ 727,043
= ======= = =======
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See notes to financial statements.
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WESTMED VENTURE PARTNERS 2, L.P.
STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Three Months Ended March 31,
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1995 1994
---- ----
CASH FLOWS PROVIDED FROM (USED FOR)
OPERATING ACTIVITIES
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Net investment loss $ (15,211) $ (29,299)
Adjustments to reconcile net investment loss to cash provided from (used for)
operating activities:
(Increase) decrease in accrued interest receivable and other assets 4,329 (3,020)
Increase (decrease) in payables (8,866) 54,019
------ ------
Cash provided from (used for) operating activities (19,748) 21,700
CASH FLOWS USED FOR INVESTING ACTIVITIES
Purchase of portfolio investments - (1,087,293)
- ----------
Decrease in cash and cash equivalents (19,748) (1,065,593)
Cash and cash equivalents at beginning of period 6,969,849 8,474,632
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 6,950,101 $ 7,409,039
= ========= = =========
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See notes to financial statements.
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WESTMED VENTURE PARTNERS 2, L.P.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (UNAUDITED)
For the Three Months Ended March 31, 1995
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Managing
General Limited
Partner Partners Total
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Balance at beginning of period $ 131,453 $ 13,013,876 $ 13,145,329
Net increase in net assets resulting
from operations - Note 3 2,903 287,392 290,295
----- ------- -------
Balance at end of period $ 134,356 $ 13,301,268 $ 13,435,624
= ======= = ========== = ==========
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(A) The net asset value per unit of limited partnership interest, including an
assumed allocation of net unrealized depreciation of investments, was $343
at March 31, 1995. 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.
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WESTMED VENTURE PARTNERS 2, L.P.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
1. Organization and Purpose
WestMed Venture Partners 2, L.P. (the "Partnership") was formed under Delaware
law in April 1988. 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 by the Partnership. A total of 38,727
Units were sold to limited partners ("Limited Partners" and together with the
Managing General Partner (as hereinafter defined), the "Partners") at $500 per
Unit.
The general partners of the Partnership include three individuals (the
"Independent General Partners") and the managing general partner, WestMed
Venture Management 2, L.P., a Delaware limited partnership (the "Managing
General Partner" and collectively with the Independent General Partners, the
"General Partners"). The general partner of the Managing General Partner is
Medical Venture Holdings, Inc., a Delaware corporation affiliated with
Oppenheimer & Co., Inc. ("Opco"). The limited partners of the Managing General
Partner are Oppenheimer Holdings, Inc., MVP Holdings, Inc. and BSW, Inc., a
Delaware corporation owned by John A. Balkoski, Philippe L. Sommer and Howard S.
Wachtler. Messrs. Sommer and Wachtler are principally responsible for managing
the investments of the Partnership.
Opco, a member firm of the New York Stock Exchange, the National Association of
Securities Dealers, Inc., and all principal United States securities exchanges,
is a diversified investment banking and securities firm, a registered investment
advisor and Futures Commission Merchant providing a broad range of services to
individual, corporate, and institutional clients. Opco operates in the capacity
of broker and dealer for its customers, as well as trader for its own account.
The services provided by Opco and its subsidiaries, and the activities in which
it is engaged, include securities brokerage, securities research, customer
financing, securities trading, corporate finance, mergers and acquisitions,
underwriting and investment advisory services.
The Partnership's objective is to achieve long-term capital appreciation from
its portfolio of venture capital investments, consisting of companies engaged in
the health care industry. The Partnership is scheduled to terminate on December
31, 1998. However, the General Partners can extend the term for up to two
additional two-year periods, if they determine that such extensions are in the
best interest of the Partnership.
2. Summary of Significant Accounting Policies
Valuation of Investments - Portfolio investments are carried at fair value as
determined quarterly by the Managing General Partner under the supervision of
the Independent General Partners. The fair value of publicly-held portfolio
securities is adjusted to the average closing public market price for the last
five trading days of each quarter discounted for sales restrictions. Factors
considered in the determination of an appropriate discount include, underwriter
lock-up or Rule 144 trading restrictions, insider status where the
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WESTMED VENTURE PARTNERS 2, L.P.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
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 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.
Investment Transactions - Investment transactions are recorded on the accrual
method. For portfolio investments, transactions are recorded on the date which
the Partnership obtains an enforceable right to demand the securities or payment
thereof. Realized gains and losses on investments sold are computed on a
specific identification basis.
Statements of Cash Flows - Cash and cash equivalents include short-term
interest-bearing investments in commercial paper and other money market
investments. The Partnership considers its interest bearing cash account to be
cash equivalents.
Income Taxes - No provision for income taxes has been made since all income and
losses are allocable to the partners for inclusion in their respective tax
returns. The Partnership's net assets for financial reporting purposes differ
from its net assets for tax purposes. Net unrealized depreciation of $1.8
million at March 31, 1995, which was recorded for financial statement purposes,
was not recognized for tax purposes. Additionally, from inception to March 31,
1995, other timing differences totaling $2.2 million, primarily relating to
original sales commissions paid and other costs of selling the Units, have been
recorded on the Partnership's financial statements but have not yet been
deducted for tax purposes.
3. Allocations of Partnership Profits and Losses
Pursuant to the Partnership's agreement of limited partnership (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 (the "Priority
Return") equal to 6% per annum, simple interest, on their total Adjusted
Invested Capital; i.e., original capital contributions reduced by previous
distributions. 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
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WESTMED VENTURE PARTNERS 2, L.P.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
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 is 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, 1995, the
Partnership had a $2.7 million net realized loss from its venture capital
investments.
4. Related Party Transactions
Pursuant to the Partnership Agreement, the Managing General Partner is entitled
to receive a one-time venture capital fee equal to 5% of the gross proceeds from
the sale of Units. Such fee is incurred as portfolio investments are made in the
proportion of the cost of each portfolio investment to the net proceeds from the
sale of Units. Venture capital fees incurred are recorded as a cost of acquiring
the portfolio investments. The Partnership incurred no venture capital fees for
the three months ended March 31, 1995. For the three months ended March 31,
1994, the Partnership incurred venture capital fees totaling $62,000. Cumulative
venture capital fees incurred from inception to March 31, 1995 totaled $774,000.
Pursuant to a management agreement between the Partnership and the Managing
General Partner, the Managing General Partner performs, or arranges for others
to perform, the management, administrative and certain investment advisory
services necessary for the operation of the Partnership. For such services, the
Managing General Partner receives a management fee at the annual rate of 2% of
the lesser of the net assets of the Partnership or the net contributed capital
of the Partnership; i.e., gross capital contributions to the Partnership (net of
selling commissions and organizational expenses) reduced by capital distributed.
Such fee is determined and payable quarterly.
For services rendered to the Partnership, each of the three Independent General
Partners receives a $5,000 annual fee and reimbursement for all out-of-pocket
expenses relating to attendance at meetings of the General Partners.
5. Interim Financial Statements
In the opinion of the Managing General Partner, the unaudited financial
statements as of March 31, 1995, and for the three month period then ended,
reflect all adjustments necessary for the fair presentation of the results of
the interim period.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Liquidity and Capital Resources
From its inception through March 31, 1995, the Partnership had invested an
aggregate of $13.5 million in ten portfolio companies (including acquisition
costs and venture capital fees totaling $873,000) representing approximately 78%
of the original $17.3 million of net proceeds received from the offering of
Units.
At March 31, 1995, the Partnership held $7 million of cash and short-term
investments: $6.2 million in short-term securities with maturities of less than
one year and $754,000 in an interest-bearing cash account. Such investments
provide the Partnership with the liquidity necessary to make investments in
venture situations as opportunities for investment arise. The Partnership earned
$100,000 of interest from such investments for the three months ended March 31,
1995. Interest earned from short-term investments in future periods is subject
to fluctuations in short-term interest rates and changes in funds available for
investment.
It is anticipated that funds needed to cover the Partnership's future
investments and operating expenses will be obtained from existing cash reserves,
interest from short-term investments and proceeds realized from the sale of
portfolio investments.
Results of Operations
Investment Income and Expenses - For the three months ended March 31, 1995 and
1994, the Partnership had a net investment loss (investment income less
operating expenses) of $15,000 and $29,000, respectively. The decrease in net
investment loss primarily resulted from a $40,000 increase in interest earned
from short-term investments for the 1995 period partially offset by a $25,000
increase in operating expenses for the 1995 period. Interest earned from
short-term investments for the three months ended March 31, 1995 and 1994 was
$100,000 and $60,000, respectively. This increase primarily was due to higher
short-term interest rates during the 1995 period compared to the 1994 period.
General and administrative expenses were $33,000 and $13,000 for the three
months ended March 31, 1995 and 1994, respectively. This increase primarily was
due to an increase in insurance costs for the 1995 period.
The management fee paid to the Managing General Partner, pursuant to the
management agreement between the Partnership and the Managing General Partner,
was $68,000 and $71,000 for the three months ended March 31, 1995 and 1994,
respectively. The decrease in the management fee for the 1995 period was due to
a decrease in the Partnership's net asset value at March 31, 1995 compared to
March 31, 1994. 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 earned 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,
1995, the Partnership had a $306,000 net unrealized gain resulting from the net
upward revaluation of its publicly-held investments, providing $306,000 of
unrealized appreciation of investments for the three month period.
For the three months ended March 31, 1994, the Partnership had a $756,000 net
unrealized gain resulting from the upward revaluation of its investment in
Hepatix, Inc., providing $756,000 of unrealized appreciation of investments for
the three month period.
Net Assets - At March 31, 1995, the Partnership's net assets were $13.4 million,
an increase of $290,000 from $13.1 million at December 31, 1994. This increase
resulted from the $306,000 net unrealized gain from investments partially offset
by the $15,000 net investment loss for the three month period.
At March 31, 1994, the Partnership's net assets were $14.2 million, an increase
of $727,000 from $13.4 million at December 31, 1993. This increase resulted from
the $756,000 net unrealized gain from investments partially offset by the
$29,000 net investment loss for the three month period.
The net asset value per $500 Unit, including an allocation of net unrealized
depreciation of investments, at March 31, 1995 and December 31, 1994 was $343
and $336, respectively. Such per Unit amounts are based on average allocations
to all Limited Partners and do not reflect specific Limited Partner allocations,
which are determined by the original closing date associated with the Units held
by each Limited Partner.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The Partnership is not a party to any material pending legal proceedings.
Item 2. Changes in Securities.
Not applicable.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of security holders during the quarter covered
by this report.
Item 5. Other Information.
Not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
(27) Financial Data Schedule.
(b) No reports on Form 8-K have been filed during the quarter for
which this report is filed.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WESTMED VENTURE PARTNERS 2, L.P.
By: WestMed Venture Management 2, L.P.
The Managing General Partner
By: MEDICAL VENTURE HOLDINGS, INC.
General Partner
By: /s/ Howard S. Wachtler
Howard S. Wachtler
Executive Vice President
By: /s/ Philippe L. Sommer
Philippe L. Sommer
Executive Vice President and Principal
Financial and Accounting Officer
Date: May 11, 1995
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<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM WESTMED
VENTURE PARTNERS 2, L.P.'S QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED
MARCH 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-1-1995
<PERIOD-END> MAR-31-1995
<INVESTMENTS-AT-COST> 8,364,551
<INVESTMENTS-AT-VALUE> 6,558,304
<RECEIVABLES> 24,558
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 6,950,101
<TOTAL-ASSETS> 13,532,963
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 97,339
<TOTAL-LIABILITIES> 97,339
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (1,806,247)
<NET-ASSETS> 13,435,624
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 99,850
<OTHER-INCOME> 0
<EXPENSES-NET> 115,061
<NET-INVESTMENT-INCOME> (15,211)
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 305,506
<NET-CHANGE-FROM-OPS> 290,295
<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> 281,429
<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> 0
<PER-SHARE-NAV-BEGIN> 336
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 343
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
