Attached files
Table of Contents
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2010
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 814-00131
WESTERN PENNSYLVANIA ADVENTURE CAPITAL FUND, LLC
(Exact Name of Registrant as Specified in its Charter)
| Pennsylvania | 30-0046038 | |
| (State of Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
Scott Towne Center, Suite A-113
2101 Greentree Road
Pittsburgh, PA 15220-1400
(Address of Principal Executive Offices and Zip Code)
(412) 279-1760
(Registrant’s Telephone Number, Including Area Code)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Securities Registered Pursuant to Section 12 (g) of the Act: None
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 ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x | Smaller reporting company | ¨ | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No
Number of members units as of May 4, 2010: 4,222,870 Units.
Table of Contents
PART I – Financial Information
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Western Pennsylvania Adventure Capital Fund, LLC
We have reviewed the statement of assets and liabilities of Western Pennsylvania Adventure Capital Fund, LLC as of March 31, 2010, and the related statements of operations, changes in net assets, and cash flows for the three-month periods ended March 31, 2010 and 2009. These financial statements are the responsibility of the company’s management.
We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with auditing standards of the Public Company Accounting Oversight Board (United States), the statement of assets and liabilities of Western Pennsylvania Adventure Capital Fund, LLC as of December 31, 2009, and the related statements of operations, changes in net assets, and cash flows for the year then ended (not presented herein); and in our report dated March 5, 2010, we expressed an unqualified opinion on those financial statements.
| GOFF BACKA ALFERA & COMPANY, LLC. |
| Pittsburgh, Pennsylvania |
| May 4, 2010 |
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Western Pennsylvania Adventure Capital Fund, LLC
Statements of Assets and Liabilities
As of
| March 31, 2010 | December 31, 2009 | |||||
| (unaudited) | ||||||
| Assets | ||||||
| Cash and Cash Equivalents |
$ | 176,664 | $ | 85,453 | ||
| Short Term Investments, Net |
0 | 0 | ||||
| Receivables |
5,508 | 508 | ||||
| Investment in Portfolio Companies |
770,393 | 870,393 | ||||
| Total Assets |
$ | 952,565 | $ | 956,354 | ||
| Liabilities | ||||||
| Accounts Payable |
$ | 0 | $ | 0 | ||
| Accrued Liabilities |
14,510 | 13,910 | ||||
| Total Liabilities |
$ | 14,510 | $ | 13,910 | ||
| Net Assets | ||||||
| Members’ Equity Outstanding 4,222,870 Units |
$ | 938,055 | $ | 942,444 | ||
| Net Assets Applicable to Units Outstanding |
$ | 938,055 | $ | 942,444 | ||
| Net Assets Value Per Unit |
$ | 0.22 | $ | 0.22 | ||
See Accountant’s Report and accompanying notes to financial statements.
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Western Pennsylvania Adventure Capital Fund, LLC
Statements of Operations
For the Periods
| January 1,
2010 through March 31, 2010 |
January 1,
2009 through March 31, 2009 |
|||||||
| (unaudited) | (unaudited) | |||||||
| Revenues: |
||||||||
| Interest |
$ | 2 | $ | 191 | ||||
| Realized Gains (Losses) |
(79,736 | ) | 0 | |||||
| Total Revenues |
(79,734 | ) | 191 | |||||
| Expenses: |
||||||||
| General and Administration |
3,000 | 3,000 | ||||||
| Other Operating Expenses |
21,655 | 15,954 | ||||||
| Total Expenses |
24,655 | 18,954 | ||||||
| Unrealized Appreciation (Depreciation) – Portfolio Companies |
100,000 | 0 | ||||||
| Profit/(Loss) Before Income Tax |
(4,389 | ) | (18,763 | ) | ||||
| Income Tax Expense |
0 | 0 | ||||||
| Net Income (Loss) |
$ | (4,389 | ) | $ | (18,763 | ) | ||
| Earnings (Loss) Unit |
$ | 0.00 | $ | 0.00 | ||||
See Accountant’s Report and accompanying notes to financial statements.
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Western Pennsylvania Adventure Capital Fund, LLC
Statements of Changes in Net Assets
For the Periods
| January 1,
2010 through March 31, 2010 |
January 1,
2009 through March 31, 2009 |
|||||||
| (unaudited) | (unaudited) | |||||||
| From Operations |
||||||||
| Net Income (Loss) |
$ | (4,389 | ) | $ | (18,763 | ) | ||
| Net Increase (Decrease) in Net Assets |
(4,389 | ) | (18,763 | ) | ||||
| Net Assets: |
||||||||
| Beginning of Period |
942,444 | 1,349,689 | ||||||
| End of Period |
$ | 938,055 | $ | 1,330,926 | ||||
See Accountant’s Report and accompanying notes to financial statements.
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Western Pennsylvania Adventure Capital Fund, LLC
Statements of Cash Flows
For the Periods
| January 1,
2010 through March 31, 2010 |
January 1,
2009 through March 31, 2009 |
|||||||
| (unaudited) | (unaudited) | |||||||
| Cash Flow from Operating Activities: |
||||||||
| Income (Loss) |
$ | (4,389 | ) | $ | (18,763 | ) | ||
| Change in Assets and Liabilities: |
||||||||
| Receivables – (Increase) Decrease |
(5,000 | ) | (37 | ) | ||||
| Accrued Liabilities – Increase (Decrease) |
600 | 0 | ||||||
| Net Cash Provided By (Used in) Operating Activities |
(8,789 | ) | (18,800 | ) | ||||
| Cash Flow from Investing Activities: |
||||||||
| Short Term Investments, Net of Redemptions |
0 | 0 | ||||||
| Investment in Portfolio Companies |
100,000 | 0 | ||||||
| Net Cash Provided by (Used in) Investing Activities |
100,000 | 0 | ||||||
| Net Increase (Decrease) in Cash and Cash Equivalents |
91,211 | (18,800 | ) | |||||
| Cash and Cash Equivalents at Beginning of Period |
85,453 | 130,177 | ||||||
| Cash and Cash Equivalents at End of Period |
$ | 176,664 | $ | 111,377 | ||||
See Accountant’s Report and accompanying notes to financial statements.
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Western Pennsylvania Adventure Capital Fund, LLC
Notes to Financial Statements
March 31, 2010
Note 1 – Summary of Significant Accounting Policies:
This summary of significant accounting policies of Western Pennsylvania Adventure Capital Fund, LLC and its predecessor organization, the Western Pennsylvania Adventure Capital Fund, a C Corporation (collectively and/or individually the “Fund”) is presented to assist in understanding the Fund’s financial statements. These accounting policies conform with generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.
Nature of Operations
The Fund was incorporated on May 23, 1996, as Western Pennsylvania Adventure Capital Fund (a C Corporation) and began its primary business activities in November, 1997. The Fund has been formed to become a Business Development Company (“BDC”) and to be subject to the applicable provisions of the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund invests primarily in the equity and/or debt securities of development stage companies located in Western Pennsylvania. The Fund seeks to make its investments in conjunction with a consortium of investment partners such as individual investors, other venture capital firms, private non-profit or for-profit companies or foundations, and federal, state or local public, quasi-public or publicly-supported economic development organizations, agencies or authorities which provide investment capital or low interest or other financing for economic development.
As of February 28, 2002, the Western Pennsylvania Adventure Capital Fund (a C Corporation) was merged into its wholly owned and heretofore inactive subsidiary, the Western Pennsylvania Adventure Capital Fund, LLC (an LLC organization). The Western Pennsylvania Adventure Capital Fund, LLC has continued all of the operations of the Western Pennsylvania Adventure Capital Fund (a C Corporation).
The Fund’s Board of Directors, which is elected by the members (previously by the shareholders) annually, has responsibility for management of the Fund, including authority to select portfolio securities for investment by the Fund. The Board is advised by the officers of the Fund and, through December 31, 1998, had been advised by The Enterprise Corporation of Pittsburgh (“Enterprise”), which served as the Fund’s investment advisor. Enterprise screened potential Portfolio Companies and presented them to the Fund’s Board for investment consideration, conducted due diligence reviews of investment candidates and managed the day-to-day operations of the Fund including, portfolio management, preparing reports to shareholders and performing administrative services. The recommendations of Enterprise as to investments were advisory only and were not binding on the Fund or its Board of Directors. Enterprise was a private, non-profit consulting firm founded in 1983 for the purpose of assisting entrepreneurs in developing new businesses in western Pennsylvania. As of December 31, 1998, Enterprise ceased operations and is no longer serving as the Fund’s investment advisor. The Fund’s Board of Directors now performs these activities.
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Western Pennsylvania Adventure Capital Fund, LLC
Notes to Financial Statements—(Continued)
March 31, 2010
Enterprise received a fee equal to 5% of the aggregate amount of assets invested by the Fund in portfolio securities for providing investment advisory and administrative services to the Fund. Enterprise may also have received compensation from investment partners or members of any investment consortium that invested with the Fund in portfolio securities, all on such basis as such other parties and Enterprise may have agreed.
Basis of Presentation – Interim Financial Statements
The financial information included herein has been prepared from the books and records without audit. The accompanying financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and the footnotes required by generally accepted accounting principles for statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial condition, results of operations, changes in net assets, and cash flows, have been included.
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 revenue and expenses during the reporting period. Actual results could differ from those estimates.
These financial statements should be read in conjunction with the financial statements and notes thereto for the period January 1, 2009 to December 31, 2009, contained in the Fund’s 2009 Annual Report on Form 10-K.
Syndication Costs
Legal, accounting and other costs of $149,220 incurred in connection with the Fund’s First Offering, Second Offering and Third Offering have been capitalized and reported as a permanent reduction of net assets in accordance with generally accepted accounting principles.
There were no syndication costs incurred in the three month periods ended March 31, 2010 and March 31, 2009.
Cash and Cash Equivalents
Cash and Cash Equivalents consist of cash in checking accounts and high quality money market instruments having or deemed to have remaining maturities of thirteen months or less.
Short Term Investments
The Fund’s short term investments consist of high quality commercial paper, U.S. Government securities, and municipal securities. These investments generally are purchased at face value or at a discount or premium from face value and are redeemed at maturity at face value. Any discount or premium represents interest income (expense) which will accrue over the period from date of acquisition to date of maturity. The Fund uses the effective yield to maturity method to recognize the accretion of interest income (expense) over the life of each individual short term investment. This method produces a rate of return which is constant over the period from acquisition to maturity. Using this method, the interest income (expense) recognized on each individual investment will increase over time as the carrying value of that investment increases (decreases). The Fund records these investments net of remaining unearned interest income (expense).
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Western Pennsylvania Adventure Capital Fund, LLC
Notes to Financial Statements—(Continued)
March 31, 2010
In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” the Fund classifies all short term investments as available for sale.
Investments in Portfolio Companies
Investments are stated at value. Investments for which market quotations are readily available are valued at the last trade price on or within one local business day of the date of determination as obtained from a pricing source. If no such trade price is available, such investments are valued at the quoted bid price or the mean between the quoted bid and asked price on the date of determination as obtained from a pricing source. Securities for which market quotations are not readily available are valued at fair value in good faith using methods determined by or under the direction of the Fund’s Board of Directors.
Start-Up and Organization Costs
Costs incurred in connection with the start-up and organization of the Fund had been deferred and were being amortized ratably over a period of 60 months beginning January 1, 1998. During the three month period ended June 30, 2002, the Fund, as a result of the merger (See Note 2), wrote off the remaining balance of $2,280 of deferred Start-Up and Organization Costs.
Earnings Per Unit
During 1997, the Fund adopted SFAS No. 128, “Earnings Per Share.” Its application is not expected to affect the calculations of basic and diluted earnings per unit.
Earnings per unit is computed using the weighted average number of units outstanding during the respective periods, adjusted for outstanding stock options, if any. There are no other outstanding warrants, or other contingently issuable units.
The Fund’s shareholders, at the annual meeting of shareholders held on November 17, 1999, approved a stock option plan which authorizes the granting of options to purchase the Fund’s common stock to directors, officers, employees, and members of the advisory board of the Fund. Options to purchase 250,000 shares of the Fund’s common stock have been granted to directors of the Fund under the terms of this stock option plan.
On December 20, 2001, all of the directors returned their options to the Fund. The Fund may grant options to the directors at a future date.
The stock option committee on July 12, 2002, granted options to purchase 50,000 shares of its members’ equity at an exercise price equal to the net asset value per unit as of June 30, 2002 to each of the Fund’s five directors (250,000 units in the aggregate). These options vest immediately. The net asset value per unit as of June 30, 2002 was $0.84 per unit. None of these options has been exercised and the options expired as of October 31, 2007.
The members, at the annual meeting of members held on November 14, 2007, approved the issuance of 50,000 options to each Manager issuable, on the same terms and conditions as the options that expired October 31, 2007. The options vest immediately, have an exercise price equal to the Fund’s net asset value as of September 30, 2007 ($0.45), and will expire five years after the date of issuance.
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Western Pennsylvania Adventure Capital Fund, LLC
Notes to Financial Statements—(Continued)
March 31, 2010
Income Taxes
The Fund has adopted the SFAS Standard No. 109, “Accounting for Income Taxes”, from its inception. SFAS 109 requires an asset and liability approach that recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Fund’s financial statements or tax returns. In estimating future tax consequences, SFAS 109 generally considers all expected future events other than enactments of changes in the tax law or rates. During the quarter ended December 31, 1999, the Fund recognized unrealized appreciation on its portfolio companies, and accordingly, began recognizing deferred taxes due to temporary timing differences in accordance with SFAS 109. As a result of the merger discussed in Note 2, any remaining deferred taxes were reversed during the three month period ended March 31, 2002.
The Fund, as a result of becoming an LLC as of February 28, 2002, is treated as a “pass through” entity for income tax purposes. Any income tax liabilities incurred by the Fund are allocated to members of the Fund annually for inclusion in the members’ individual income tax returns. The Fund remains responsible for any Pennsylvania Capital Stock and Franchise Tax.
Note 2 – Merger
As of February 28, 2002, the Fund converted from the C Corporation to an LLC Organization via merger of the C Corporation into its wholly owned and previously inactive subsidiary – an LLC Organization. As a consequence, the LLC assumed all assets and liabilities of the C Corporation and is continuing all operations of the C Corporation.
Shareholders of the C Corporation have become members of the LLC, and hold the same number of ownership units in the LLC equal to the number of shares that they held in the C Corporation, with no change in ownership percentage of the respective organizations.
Note 3 – Sale of Securities
During 1997, the Fund sold 2,104,333 shares of its common stock at $1.00 per share, under an Offering Circular dated November 7, 1996 (“First Offering Circular”). The proceeds were required to be deposited in an escrow account with the Fund’s escrow agent, PNC Bank, until such time as the escrow account reached $1 million. At that time, the Fund was permitted to withdraw the funds from the escrow account and begin to invest in portfolio securities.
As of July 11, 1997, the proceeds in the escrow account totaled $1,860,100. On that date, the Fund withdrew substantially all of the funds from the escrow account.
The funds released from escrow have been temporarily invested, pending investment in Portfolio Securities, in cash equivalents, government securities, and high quality debt securities. A portion of the funds released from escrow were disbursed to pay accumulated obligations whose payment was deferred until funds were released from escrow.
The Fund began offering for sale up to 2,750,000 shares of its Common Stock at $1.45 per share, or a maximum of $3,987,500, under an Offering Circular dated September 10, 1999 (“Second Offering Circular”). The Fund intends to use the proceeds from this sale of securities primarily to invest in the equity and/or debt securities of additional development stage companies located in western Pennsylvania, and to make follow on investments, as appropriate, in existing portfolio companies. The proceeds from this sale of securities have been temporarily invested, pending investments in portfolio companies, in cash equivalents, government securities, and high quality debt securities. A portion of these proceeds may be used for normal operating expenses. The Fund sold 2,057,787 shares ($2,983,792) of its Common Stock under this Second Offering Circular.
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Western Pennsylvania Adventure Capital Fund, LLC
Notes to Financial Statements—(Continued)
March 31, 2010
The Fund began offering for sale up to 875,000 shares of its Common Stock at $1.60 per share, or a maximum of $1,400,000, under an Offering Circular dated July 14, 2000 (“Third Offering Circular”). The Fund intends to use the proceeds from this sale of securities primarily to invest in the equity and/or debt securities of additional development stage companies located in western Pennsylvania, and to make follow on investments, as appropriate, in existing portfolio companies. The proceeds from this sale of securities will be temporarily invested, pending investments in portfolio companies, in cash equivalents, government securities, and high quality debt securities. A portion of these proceeds may be used for normal operating expenses. As of December 31, 2000, the Fund had received subscriptions to purchase 40,000 shares ($64,000). The Fund sold 62,750 shares of its Common Stock at $1.60 per share under the Third Offering Circular, and closed the Third Offering as of March 31, 2001.
As of March 31, 2010, $1,022,200 (December 31, 2009, $1,122,200) was invested in Portfolio Securities, and the balance of the funds ($176,664) remained invested in cash equivalents, government securities, and high quality debt securities.
Note 4 – Investments in Portfolio Companies
See Note 10 for information regarding sale of Portfolio Company during the three month period ending March 31, 2010.
There were no investments in Portfolio Companies during the three month period ending March 31, 2009.
At December 31, 2009 and March 31, 2010, all of our investments in portfolio companies are categorized as Level 3 in the fair value hierarchy for SFAS No. 157 purposes because of the use of significant unobservable inputs. The components of change in the financial assets categorized as Level 3 for the year ended December 31, 2009 and the three months ended March 31, 2010 are as follows:
| 2010 | 2009 | |||||||
| Beginning Balance |
$ | 870,393 | $ | 1,231,151 | ||||
| Proceeds Received on Sales of Investments in Portfolio companies |
(120,264 | ) | (32,582 | ) | ||||
| Total Realized Gains (Losses) Included in Changes in Net Assets |
(79,736 | ) | (549,611 | ) | ||||
| Total Unrealized Gains (Losses) Included in Changes in Net Assets |
100,000 | 221,435 | ||||||
| Ending Balance |
$ | 770,393 | $ | 870,393 | ||||
The amount of total losses for the three months ended March 31, 2009 and the three months ended March 31, 2010 included in changes in net assets attributable to the change in unrealized gains or losses relating to assets still held at the balance sheet date was $0.
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Western Pennsylvania Adventure Capital Fund, LLC
Notes to Financial Statements—(Continued)
March 31, 2010
Note 5 – Short Term Investments
The Fund, pending investments in Portfolio Securities, temporarily invests a portion of its excess funds in short term high quality commercial paper and U.S. Government securities. These investments generally are purchased at a discount or premium from face value and are redeemed at maturity at face value. The discount/premium from face value represents unearned interest income/expense and is recognized over the remaining term of the security using the effective yield to maturity method. All of the short term investments are classified as available for sale in accordance with SFAS No. 115.
There were no short term investments at March 31, 2010 and December 31, 2009.
Note 6 – Unrealized Appreciation
During the three month period ending March 31, 2010, the Fund sold its investment in MindMatrix, Inc. for $10,000, and reversed a previously recorded unrealized loss of $100,000, resulting in unrealized appreciation of $100,000. See Note 10 for additional information regarding the sale of MindMatrix, Inc.
No unrealized appreciation (depreciation) was recognized in the three month period ended March 31, 2009.
The Fund recognizes unrealized appreciation (depreciation) on its portfolio companies when significant and material events have occurred that clearly indicates that an adjustment to the carrying value of those investments is appropriate. Unrealized appreciation (depreciation) was $(251,802) as of March 31, 2010 and $(351,802) as of December 31, 2009.
Note 7 – Related Party Transactions
Accrued liabilities at March 31, 2010 include $5,400 for Board of Directors fees and $2,000 for accounting services payable to a consulting firm in which one of the Fund’s officers is a significant shareholder. Accrued liabilities at December 31, 2009 include $4,800 for Board of Directors fees and $2,000 for accounting services payable to a consulting firm in which one of the Fund’s officers is a significant shareholder.
Note 8 – Stock Option Plan
The shareholders, at the annual meeting of shareholders held on November 17, 1999, approved a stock option plan authorizing the granting of options to purchase the Fund’s common stock to directors, officers, employees and members of the advisory board of the Fund. Under the terms of the plan, the stock option committee has authority to award options to eligible persons on the basis of the nature of their duties, their present and potential contributions to the success of the Fund and like factors.
The maximum number of options that may be granted under the plan is 500,000. The exercise price is determined by the stock option committee at the time the option is granted, but cannot be less than the fair market value of the Fund’s common stock on the date of grant. Each option will have a term, not in excess of 10 years, as determined by the stock option committee. In general, each option will become exercisable in 25 percent increments beginning on the first, second, third and fourth anniversaries of the date of grant. Options may be granted as either incentive stock options or nonqualified stock options.
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Western Pennsylvania Adventure Capital Fund, LLC
Notes to Financial Statements—(Continued)
March 31, 2010
The stock option committee granted options to purchase 50,000 units of its common stock at an exercise price of $1.45 per share to each of the Fund’s five directors (250,000 shares in the aggregate), effective as of October 11, 1999. These options vest 50% upon issuance, and 25% in equal increments on the first and second anniversary dates of issuance.
On December 20, 2001, all of the directors returned their options to the Fund. The Fund may grant options to the directors at a future date.
The stock option committee on July 12, 2002, granted options to purchase 50,000 shares of its members’ equity at an exercise price equal to the net asset value per unit as of June 30, 2002 to each of the Fund’s five directors (250,000 units in the aggregate). These options vest immediately. The net asset value per unit as of June 30, 2002 was $0.84 per unit. None of these options had been exercised and the options expired as of October 31, 2007.
The members, at the annual meeting of members held on November 14, 2007, approved the issuance of 50,000 options to each Manager issuable, on the same terms and conditions as the options that expired October 31, 2007. The options vest immediately, have an exercise price equal to the Fund’s net asset value as of September 30, 2007 ($0.45), and will expire five years after the date of issuance.
Note 9 – Income Taxes
The Fund, as a result of becoming an LLC as of February 28, 2002, is treated as a “pass through” entity for income tax purposes. Any income tax liabilities incurred by the Fund are allocated to members of the Fund annually for inclusion in the members’ individual income tax returns. The Fund remains responsible for any Pennsylvania Capital Stock and Franchise Tax.
Note 10 – Realized Gains (Losses)
During the three month period ending March 31, 2010, the Fund recognized realized losses of $79,736 as a result of three events.
The Fund sold its investment in MindMatrix, Inc. for $10,000, and wrote off its investment of $100,000 resulting in a realized loss of $90,000. As this investment previously had been fully reserved, the effect on net income for the three month period is a $10,000 gain.
The Fund sold its investment in Fidelity Flight Simulation Incorporated (“Fidelity”) of $100,000 for $110,000 resulting in a realized gain of $10,000.
The Fund received $264 of proceeds released from the Akustica, Inc. escrow account. As Akustica, Inc. was sold in 2009, these proceeds were recorded as a realized gain.
There were no realized gains (losses) recognized during the three month period ending March 31, 2009.
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| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Results of Operations
Revenues for the three month period ended March 31, 2010 consisted on interest income of $2 and realized losses of $(79,736). The realized losses consist of: (1) loss of $90,000 on the sale of MindMatrix; (2) gain of $10,000 on the sale of Fidelity Flight Simulation Incorporated; and (3) gain of $264 from proceeds released from the escrow account established in conjunction with the sale of Akustica, Inc. in 2009.
Revenues for the three month period ended March 31, 2009 consisted of interest income of $191.
General and Administrative expenses for the three month period ended March 31, 2010 amounted to $3,000 and consisted of directors fees. Other operating expenses for the three month period ended March 31, 2010 amounted to $21,655, and included legal and accounting fees of $15,751.
General and Administrative expenses for the three month period ended March 31, 2009 amounted to $3,000 and consisted of directors fees. Other operating expenses for the three month period ended March 31, 2009 amounted to $15,954, and included legal and accounting fees of $9,166.
Unrealized appreciation for the three months ended March 31, 2010 was $100,000 and resulted from the reversal of previously recorded unrealized depreciation on MindMatrix, Inc., as the investment in MindMatrix, Inc. was sold during the three month period ending March 31, 2010.
Financial Condition, Liquidity and Capital Resources
The Registrant, through its sale of Common Stock under the First Offering Circular, raised $2,104,333 in 1997. The Registrant, through the sale of its Common Stock under the Second Offering Circular, raised $2,983,792 in 1999 – 2000. The Registrant, through the sale of its Common Stock under the Third Offering Circular, raised $100,400 in 2000-2001. As of March 31, 2009, $1,804,393 had been invested in nine Portfolio Companies, and the Registrant held cash, cash equivalents, and short-term investments in high quality commercial paper, U.S. Government securities and municipal securities of $111,377. Most of this amount, except for normal operating expenses, is available for investment in Portfolio Securities.
The Registrant’s Board of Directors, at a meeting on January 20, 2010, approved a Plan of Liquidation and Dissolution (“Plan”) calling for the liquidation of its portfolio companies, and the subsequent distribution of the remaining proceeds, after provisions for operating and liquidation expenses, to members. The Plan is subject to approval by members of the Registrant.
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
Not Applicable.
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| Item 4. | Controls and Procedures |
The Chief Executive Officer and the Chief Financial Officer of the Company conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report. There were no significant changes in internal controls over financial reporting that occurred during the three months ended March 31, 2010 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
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Part II – Other Information
| Item 6. | Exhibits and Reports on Form 8-K |
| (a) | List of Exhibits |
| 11 |
Computation of earnings per unit for the three month periods ended March 31, 2010 and March 31, 2009 | |
| 31.1 |
Certificate of Chief Executive Officer | |
| 31.2 |
Certificate of Principal Financial Officer | |
| 32.1 |
Certificate of Chief Executive Office | |
| 32.2 |
Certificate of Principal Financial Officer | |
| (b) | Reports on Form 8-K |
No reports were filed on Form 8-K by the Registrant during the quarter covered by this report.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Western Pennsylvania Adventure Capital Fund, LLC has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized:
Western Pennsylvania Adventure Capital Fund, LLC
(Registrant)
| Date: May 4, 2010 | /S/ G. RICHARD PATTON | |
| G. Richard Patton | ||
| President and Chief Executive Officer and Director | ||
| Date: May 4, 2010 | /S/ ALVIN J. CATZ | |
| Alvin J. Catz | ||
| Chief Financial Officer, Treasurer and Director | ||
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