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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For The Fiscal Year Ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from N/A to N/A
--- ---
Commission File No. 814-124
TECHNOLOGY FUNDING MEDICAL PARTNERS I, L.P.
-------------------------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE 94-3166762
- ------------------------------- ------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2000 Alameda de las Pulgas, Suite 250
San Mateo, California 94403
- --------------------------------------- --------
(Address of principal executive offices) (Zip Code)
(650) 345-2200
--------------------------------------------------
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Units
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 if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
No active market for the units of limited partnership interests
("Units") exists, and therefore the market value of such Units
cannot be determined.
Documents incorporated by reference: Portions of the Prospectus
dated May 3, 1993, forming a part of Registration Statement No.
33-54002, as modified by Cumulative Supplement No. 4 dated January
4, 1995, filed pursuant to Rule 424(c) of the General Rules and
Regulations under the Securities Act of 1933 are incorporated by
reference in Parts I and III hereof. Portions (pages 23-25) of
the Prospectus of Technology Funding Venture Capital Fund VI, LLC,
as revised June 4, 1998 (accession number 0000950133-98-002220),
forming a part of the December 5, 1997 Pre-effective Amendment No.
1 to the Form N-2 Registration Statement No. 333-23913 dated July
11, 1997, and incorporated by reference in part III hereof.
PART I
Item 1. BUSINESS
- ------ --------
Technology Funding Medical Partners I, L.P. (the
"Partnership") is a limited partnership organized under the
laws of the State of Delaware on September 3, 1992, and was
inactive until it commenced the sale of Units in May 1993.
The purpose of the Partnership is to make venture capital
investments in emerging growth companies as described in
the "Introductory Statement" and "Business of the
Partnership" sections of the Prospectus dated May 3, 1993.
The Partnership has elected to be a business development
company under the Investment Company Act of 1940, as
amended (the "Act"), and operates as a non-diversified
investment company as that term is defined in the Act.
Additional characteristics of the Partnership's business
are discussed in the "Risk Factors" and "Conflicts of
Interest" sections of the Prospectus, which sections are
also incorporated herein by reference. The Partnership
Agreement provides that the Partnership will terminate
December 31, 2002, subject to the right of the Individual
General Partners to extend the term for up to two
additional two-year periods.
Item 2. PROPERTIES
- ------ ----------
The Registrant has no material physical properties.
Item 3. LEGAL PROCEEDINGS
- ------ -----------------
There are no material pending legal proceedings to which
the Registrant is party or of which any of its property is
the subject, other than routine litigation incidental to
the business of the Partnership.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------ ---------------------------------------------------
No matter was submitted to a vote of the holders of units
of limited partnership interests ("Units") during 1999.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
- ------ -------------------------------------------------
STOCKHOLDER MATTERS
-------------------
(a) There is no established public trading market for the
Units.
(b) At December 31, 1999, there were 835 record holders
of Units.
(c) The Registrant, being a partnership, does not pay
dividends. Distributions of cash and securities,
however, may be made to the partners in the
Partnership pursuant to the Registrant's Partnership
Agreement.
Item 6. SELECTED FINANCIAL DATA
- ------ -----------------------
For the Years Ended and As of December 31,
-------------------------------------------------------
1999 1998 1997 1996 1995
------ ------ ------ ------ ------
Interest income $ 3 693 73,349 178,979 245,800
Dividend income 15,953 15,967 136 -- --
Net operating loss (539,268) (599,338) (480,820) (410,597) (328,499)
Net realized gain (loss) from
sales of equity investments 94,817 (331,660) 1,168 (1,876) --
Realized losses from investment
write-downs -- (299,280) -- -- --
Net realized loss (444,451) (1,230,278) (479,652) (412,473) (328,499)
Change in net unrealized
fair value of
equity investments 716,138 (7,477) 1,101,284 377,961 (8,447)
Net income (loss) 271,687 (1,237,755) 621,632 (34,512) (336,976)
Net income(loss)
per Unit (1) 3.30 (15.37) (7.66) (0.43) (4.18)
Total assets 5,693,057 5,672,957 6,646,391 6,019,828 6,057,701
Distributions declared -- -- -- -- 77,789
Distributions declared
per Unit (2) -- -- -- -- (0.98)
(1) See Notes 1 and 4 to the Financial Statements for discussion of partners' capital
reclassification and the method of calculation of net income (loss) per Unit.
(2) Calculation is based on distributions declared to Limited Partners divided by the weighted
average number of Units outstanding during the year.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
- ------ -------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
- -----------------------------------
Liquidity and Capital Resources
- -------------------------------
During 1999, net cash used by operating activities totaled
$591,188. The Partnership paid management fees of $168,814
to the Managing General Partners and paid related parties
$242,994 for operating expenses. In addition, $38,323 was
paid to the Individual General Partners as compensation for
their services. The Partnership paid other operating
expenses of $134,375 and interest on borrowings of $22,638,
and received $15,956 in interest and dividend income.
During 1999, the Partnership received proceeds from sales of
equity investments of $966,581 and repaid short-term
borrowings of $199,790. At December 31, 1999, the
Partnership was not committed to fund any additional
investments.
The Partnership has a borrowing account with a financial
institution. The borrowing capacity of this account which
fluctuates based on collateral value was $662,161 at December
31, 1999. The outstanding balance was $2,646 at December 31,
1999. The Partnership's investments in Endocare, Inc. and
Axys Pharmaceuticals, Inc. are pledged as collateral. At
March 20, 2000, the borrowing capacity of this account was
$1,515,651 and there were no outstanding borrowings.
Cash and cash equivalents at December 31, 1999, were
$175,990. Future proceeds from investment sales and the
borrowing capacity of the Fund along with Managing General
Partners' support are expected to be adequate to fund
Partnership operations through the next twelve months.
Results of Operations
- ---------------------
1999 compared to 1998
- ---------------------
Net income was $271,687 for 1999 compared to net loss of
$1,237,755 in 1998. The improvement was primarily due to a
$723,615 increase in the net unrealized fair value of equity
investments, a $426,477 increase in net gains from sales of
equity investments, and a $299,280 decrease in realized
losses from investment write-downs.
The Partnership recorded an increase in equity investment
fair value of $716,138 in 1999, compared to a decrease of
$7,477 in 1998. The 1999 increase was primarily attributable
to increases in portfolio companies in the medical/diagnostic
equipment industry, partially offset by decreases in the
biotechnology, environmental and pharmaceuticals industries.
Realized gains from sales of equity investments totaled
$94,817 in 1999 compared to losses of $331,660 in 1998. The
gain in 1999 was primarily attributable to the sale of
Valentis, Inc., partially offset by losses on the sales of
CareCentric Solutions, Inc. and Naiad Technologies, Inc.
During 1998, the Partnership recorded realized losses from
investment write-downs of $299,280 attributable to ConjuChem,
Inc. There were no write-downs in 1999.
Total operating expenses were $358,304 and $419,414 for 1999
and 1998, respectively. As disclosed in Note 3 to the
financial statements, the Partnership may not reimburse the
General Partners for certain expenses that aggregate more
than three percent of total Limited Partner capital
contributions. (The limitation changes to 1.5% effective May
3, 2000.) As a result, operating expenses of $62,535 were
initially absorbed by the General Partners in 1998. During
1998, it was determined that certain operational costs,
primarily rent and professional fees, paid directly by the
Partnership were not subject to the general partner expense
limitation. Consequently, $66,383 of direct partnership
expenses absorbed by the General Partners in prior years were
recognized as additional expenses in 1998. Also discussed in
Note 3, the Managing General Partners re-evaluated
allocations to the Partnership in 1998 and determined that
they had not fully recovered allocable operating expenses,
primarily salary, benefits, and professional fees as
permitted by the Partnership Agreement. As a result, the
Partnership was charged $66,810 of additional operating
expenses in 1998 related to prior years. If the additional
expense had been recorded in prior years and had the
operating expense limitation described in Note 3 not been in
effect, total operating expenses would have been $358,304 and
$348,756 for 1999 and 1998, respectively.
Given the inherent risk associated with the business of the
Partnership, the future performance of the portfolio company
investments may significantly impact future operations.
1998 compared to 1997
- ---------------------
Net loss was $1,237,755 for 1998 compared to net income of
$621,632 in 1997. The increase in net loss was primarily due
to a $1,108,761 decrease in the net unrealized fair value of
equity investments, a $332,828 increase in losses from sales
of equity investments, and $299,280 in realized losses from
investment write-downs.
The Partnership recorded a decrease in equity investment fair
value of $7,477 in 1998, compared to an increase of
$1,101,284 in 1997. The 1998 decrease was primarily
attributable to decreases in portfolio companies in the
pharmaceuticals and medical/diagnostic equipment industries,
partially offset by increases in the biotechnology industry.
Realized losses from sales of equity investments totaled
$331,660 in 1998 and were primarily attributable to the sale
of CV Therapeutics, Inc.
During 1998, the Partnership recorded realized losses from
investment write-downs of $299,280 attributable to ConjuChem,
Inc. (formerly RedCell, Inc.).
Total operating expenses were $419,414 and $355,904 for 1998
and 1997, respectively. As disclosed in Note 3 to the
financial statements, the Partnership may not reimburse the
General Partners for certain expenses that aggregate more
than three percent of total Limited Partner capital
contributions. As a result, operating expenses of $62,535
and $0 were initially absorbed by the General Partners in
1998 and 1997, respectively. During 1998, it was determined
that certain operational costs, primarily rent and
professional fees, paid directly by the Partnership were not
subject to the general partner expense limitation.
Consequently, $66,383 of direct partnership expenses absorbed
by the General Partners in prior years were recognized as
additional expenses in 1998. Also discussed in Note 3, the
Managing General Partners re-evaluated allocations to the
Partnership in 1998 and determined that they had not fully
recovered allocable operating expenses, primarily salary,
benefits, and professional fees as permitted by the
Partnership Agreement. As a result, the Partnership was
charged $66,810 of additional operating expenses in 1998, of
which $10,802 and $56,008 related to 1997 and prior years,
respectively. If the additional expense had been recorded in
prior years and had the operating expense limitation
described in Note 3 not been in effect, total operating
expenses would have been $348,756 and $366,706 for 1998 and
1997, respectively.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ------ -------------------------------------------
The financial statements of the Registrant are set forth in
Item 14.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
- ------ ------------------------------------------------
ACCOUNTING AND FINANCIAL DISCLOSURE
-----------------------------------
None
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- ------- --------------------------------------------------
As a partnership, the Registrant has no directors or
executive officers. The Management Committee is responsible
for the management and administration of the Partnership.
The members of the Management Committee consist of three
Individual General Partners and a representative from each of
Technology Funding Ltd., a California limited partnership
("TFL"), and its wholly owned subsidiary, Technology Funding
Inc., a California corporation ("TFI"). TFL and TFI are the
Managing General Partners. Information concerning the
ownership of TFL and the business experience of the key
officers of TFI and the partners of TFL is incorporated by
reference from the sections entitled "Management of the
Partnership - The Managing General Partners" and "Management
of the Partnership - Key Personnel of the Managing General
Partners" in the Prospectus as modified by Cumulative
Supplement No. 4 dated January 4, 1996, which are
incorporated herein by reference. Changes in this
information that have occurred since the date of the
Prospectus are included on pages 23-25 in the Technology
Funding Venture Capital Fund VI, LLC Prospectus as revised
June 4, 1998 (accession number 000950133-98-002220), forming
a part of the December 5, 1997 Pre-effective Amendment No 1
to the Form N-2 Registration Statement No 333-23913 dated
July 11, 1997, which are incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION
- ------- ----------------------
As a partnership, the Registrant has no officers or
directors. In 1999, the Partnership incurred $158,597 in
management fees. The fees are designed to compensate the
Managing General Partners for General Partner Overhead
incurred in performing management duties for the Partnership
through December 31, 1999. General Partner Overhead (as
defined in the Partnership Agreement) includes the General
Partners' share of rent and utilities, and certain salaries
and benefits paid by the Managing General Partners in
performing their obligations to the Partnership. As
compensation for their services, the Individual General
Partners each receive $6,000 annually beginning on the
Commencement Date, plus $1,000 for each attended meeting of
the Individual General Partners, and related expenses. For
the year ended December 31, 1999, $38,323 of such fees were
paid.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
- ------- ---------------------------------------------------
MANAGEMENT
- ----------
Not applicable. No Limited Partner beneficially holds more
than 5% of the aggregate number of Units held by all Limited
Partners, and neither the General Partners nor any of their
officers, directors or partners own any Units. The three
Individual General Partners each own 20 Units. The
Individual General Partners control the affairs of the
Partnership pursuant to the Partnership Agreement.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- ------- ----------------------------------------------
The Registrant, or its investee companies, have engaged in no
transactions with the General Partners or their officers and
partners other than as described above, in the notes to the
financial statements, or in the Partnership Agreement.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
- ------- -------------------------------------------------------
FORM 8-K
--------
(a) List of Documents filed as part of this Annual Report on
Form 10-K
(1) Financial Statements - the following financial
statements are filed as a part of this Report:
Independent Auditors' Report
Balance Sheets as of December 31, 1999
and 1998
Statements of Operations for the years
ended December 31, 1999, 1998 and 1997
Statements of Partners' Capital for the years
ended December 31, 1999, 1998 and 1997
Statements of Cash Flows for the years
ended December 31, 1999, 1998 and 1997
Notes to Financial Statements
(2) Financial Statement Schedules
All schedules have been omitted because they are
not applicable or the required information is
included in the financial statements or the notes
thereto.
(3) Exhibits
Registrant's Amended and Restated Limited
Partnership Agreement (incorporated by reference to
Exhibit A to Registrant's Prospectus dated May 3,
1993, included in Registration Statement No. 33-
54002 filed pursuant to Rule 424(b) of the General
Rules and Regulations under the Securities Act of
1933).
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Registrant
during the year ended December 31, 1999.
(c) Financial Data Schedule for the year ended and as of
December 31, 1999 (Exhibit 27).
INDEPENDENT AUDITORS' REPORT
----------------------------
The Partners
Technology Funding Medical Partners I, L.P.:
We have audited the accompanying balance sheets of Technology
Funding Medical Partners I, L.P. (a Delaware limited partnership) as
of December 31, 1999 and 1998, and the related statements of
operations, partners' capital, and cash flows for each of the years
in the three-year period ended December 31, 1999. These financial
statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. Our procedures
included confirmation of certain securities owned, by correspondence
with the individual investee companies, and a physical examination
of those securities held by a safeguarding agent as of December 31,
1999 and 1998. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Technology Funding Medical Partners I, L.P. as of December 31, 1999
and 1998, and the results of its operations and its cash flows for
each of the years in the three-year period ended December 31, 1999,
in conformity with generally accepted accounting principles.
Albuquerque, New Mexico /S/KPMG LLP
March 29, 2000
BALANCE SHEETS
- --------------
December 31,
-------------------
1999 1998
------ ------
ASSETS
Equity investments (cost basis of
$3,336,595 and $4,208,359 in 1999
and 1998, respectively) $5,516,024 5,671,650
Cash and cash equivalents 175,990 387
Other assets 1,043 920
--------- ---------
Total assets $5,693,057 5,672,957
========= =========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 35,528 38,899
Due to related parties 35,731 84,157
Short-term borrowings 2,646 202,436
--------- ---------
Total liabilities 73,905 325,492
Commitments and subsequent event
(Notes 3, 5, 8, and 9)
Partners' capital
(79,716 Limited Partner Units
outstanding) 5,619,152 5,347,465
--------- ---------
Total liabilities and partners'
capital $5,693,057 5,672,957
========= =========
See accompanying notes to financial statements.
STATEMENTS OF OPERATIONS
- ------------------------
For the Years Ended December 31,
------------------------------------
1999 1998 1997
------ ------ ------
Income:
Interest income $ 3 693 73,349
Dividend income 15,953 15,967 136
------- --------- ---------
Total income 15,956 16,660 73,485
Costs and expenses:
Management fees 158,597 158,597 158,597
Individual General
Partners' compensation 38,323 31,987 31,804
Amortization of
organizational costs -- 6,000 8,000
Operating expenses:
Administrative and
investor services 223,119 252,111 210,039
Investment operations 28,756 56,057 69,447
Computer services 40,720 59,282 45,699
Professional fees 43,071 44,675 30,719
Expenses absorbed by
General Partners -- (62,535) --
Expenses absorbed by
General Partners in
prior years -- 66,383 --
Interest expense 22,638 3,441 --
------- --------- ---------
Total operating expenses 358,304 419,414 355,904
------- --------- ---------
Total costs and expenses 555,224 615,998 554,305
------- --------- ---------
Net operating loss (539,268) (599,338) (480,820)
Net realized gain (loss) from
sales of equity investments 94,817 (331,660) 1,168
Realized losses from
investment write-downs -- (299,280) --
------- --------- ---------
Net realized loss (444,451) (1,230,278) (479,652)
Change in net unrealized fair
value of equity investments 716,138 (7,477) 1,101,284
------- --------- ---------
Net income (loss) $271,687 (1,237,755) 621,632
======= ========= =========
Net income (loss) per Unit $ 3.30 (15.37) 7.66
======= ========= =========
See accompanying notes to financial statements.
STATEMENTS OF PARTNERS' CAPITAL
- -------------------------------
For the years ended December 31, 1999, 1998 and 1997:
Reclassified-(see Note 1)
------------------------
Limited General
Partners Partners Total
-------- -------- -----
Partners' capital,
December 31, 1996 $5,968,602 (5,014) 5,963,588
Net income 610,452 11,180 621,632
--------- ------ ---------
Partners' capital,
December 31, 1997 6,579,054 6,166 6,585,220
Net loss (1,225,378) (12,377) (1,237,755)
--------- ------ ---------
Partners' capital,
December 31, 1998 5,353,676 (6,211) 5,347,465
Net income 262,821 8,866 271,687
--------- ------ ---------
Partners' capital,
December 31, 1999 $5,616,497 2,655 5,619,152
========= ====== =========
See accompanying notes to financial statements.
STATEMENTS OF CASH FLOWS
- ------------------------
For the Years Ended December 31,
-----------------------------------
1999 1998 1997
------ ------ ------
Cash flows from operating
activities:
Interest received $ 3 693 62,579
Dividends received 15,953 15,967 136
Cash paid to vendors (134,375) (63,877) (100,938)
Interest paid on
short-term borrowings (22,638) (3,441) --
Cash paid to related
parties (450,131) (480,447) (440,388)
------- ------- ---------
Net cash used by
operating activities (591,188) (531,105) (478,611)
------- ------- ---------
Cash flows from investing
activities:
Proceeds from sales of
equity investments 966,581 171,919 8,481
Purchases of equity
investments -- -- (1,357,786)
------- ------- ---------
Net cash provided (used)
by investing activities 966,581 171,919 (1,349,305)
------- ------- ---------
Cash flows from financing
activities:
(Repayment of) proceeds from
short-term borrowings, net (199,790) 202,436 --
------- ------- ---------
Net cash (used) provided
by financing activities (199,790) 202,436 --
------- ------- ---------
Net increase (decrease) in
cash and cash equivalents 175,603 (156,750) (1,827,916)
Cash and cash equivalents
at beginning of year 387 157,137 1,985,053
------- ------- ---------
Cash and cash equivalents
at end of year $175,990 387 157,137
======= ======= =========
Reconciliation of net income
(loss) to net cash used by
operating activities:
Net income (loss) $ 271,687 (1,237,755) 621,632
Adjustments to reconcile net
income (loss) to net cash
used by operating activities:
Amortization of
organizational costs -- 6,000 8,000
Change in net unrealized
fair value of equity
investments (716,138) 7,477 (1,101,284)
Net realized (gain) loss
from sales of equity
investments (94,817) 331,660 (1,168)
Realized losses from
investment write-downs -- 299,280 --
Changes in:
Accounts payable and
accrued expenses (3,371) 9,686 1,665
Due to related parties (48,426) 52,199 3,266
Other, net (123) 348 (10,722)
------- --------- ---------
Net cash used by operating
activities $(591,188) (531,105) (478,611)
======= ========= =========
See accompanying notes to financial statements.
NOTES TO FINANCIAL STATEMENTS
- -----------------------------
1. Summary of Significant Accounting Policies
------------------------------------------
Organization
- ------------
Technology Funding Medical Partners I, L.P. (the "Partnership") is a
limited partnership organized under the laws of the State of Delaware
on September 3, 1992. The purpose of the Partnership is to make
venture capital investments in emerging growth companies. The
Partnership elected to be a business development company under the
Investment Company Act of 1940, as amended (the "Act"), and operates
as a non-diversified investment company as that term is defined in the
Act. The Managing General Partners are Technology Funding Ltd.
("TFL"), and Technology Funding Inc. ("TFI"), a wholly owned
subsidiary of TFL. There are also three Individual General Partners.
For the period from September 3, 1992, through May 3, 1993, the
Partnership was inactive. The Partnership's registration statement
was declared effective by the Securities and Exchange Commission on
May 3, 1993, and the Partnership began selling units of limited
partnership interests ("Units") in May 1993.
On October 8, 1993, the Commencement Date, the minimum number of Units
required to begin Partnership operations (12,000) had been sold. The
offering terminated with 79,716 Units sold on May 3, 1995. The
Partnership Agreement provides that the Partnership will continue
until December 31, 2002, unless further extended for up to two
additional two-year periods from such date if the Individual General
Partners so determine or unless sooner dissolved.
Preparation of Financial Statements and 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 amounts reported in the financial
statements and accompanying notes. Actual results could differ from
those estimates. Estimates are used when accounting for investments,
change in unrealized fair value of investments, liabilities and
contingencies. Because of the inherent uncertainty of valuation, the
estimated fair value of investments may differ significantly from the
values that would have been used had a ready market for investments
existed, and the differences could be material.
Partners' Capital Reclassification
- ----------------------------------
Commencing in the fourth quarter of 1999, the Partnership is including the change in net
unrealized fair value of investments in the profits and losses allocated to partners' capital
accounts based on a reevaluation of the Partnership Agreement. Accordingly, prior years have been
reclassified to conform to the current year presentation. The allocations of the net unrealized
fair value increase (decrease) from cost of investments, and resulting reclassifications, were
determined by applying the provisions of the Partnership Agreement described in Note 4 from the
inception of the Partnership. The reclassification has no effect on total partners' capital or
the Partnership's net income or loss for any period. The reclassifications resulting from the
reevaluation of the Partnership Agreement have the effect of accelerating the allocation of
profits or losses (under the provisions described in Note 4) to partners' capital accounts and, as
a result, may permit the acceleration of distributions to Partners to the extent allowable under
the Partnership Agreement.
The allocations of the net unrealized fair value increase reclassified in prior periods are as
follows:
Net Unrealized
Fair Value
Increase
Limited General From Cost of
Partners Partners Equity Investments Total
-------- -------- ------------------ -----
Partners' capital, December 31, 1996,
before reclassification $5,602,813 (8,709) 369,484 5,963,588
Allocation of net unrealized fair value
increase from cost 365,789 3,695 (369,484) --
--------- ------ --------- ---------
Partners' capital, December 31, 1996,
as reclassified $5,968,602 (5,014) -- 5,963,588
========= ====== ========= =========
Partners' capital, December 31, 1997,
before reclassification $5,127,957 (13,505) 1,470,768 6,585,220
Allocation of net unrealized fair value
increase from cost 1,451,097 19,671 (1,470,768) --
--------- ------ --------- ---------
Partners' capital, December 31, 1997,
as reclassified $6,579,054 6,166 -- 6,585,220
========= ====== ========= =========
Partners' capital, December 31, 1998,
before reclassification $3,909,982 (25,808) 1,463,291 5,347,465
Allocation of net unrealized fair value
increase from cost 1,443,694 19,597 (1,463,291) --
--------- ------ --------- ---------
Partners' capital, December 31, 1998,
as reclassified $5,353,676 (6,211) -- 5,347,465
========= ====== ========= =========
The reclassifications of the change in net unrealized fair value of equity investments for prior
periods are as follows:
Limited General
Partners Partners Total
-------- -------- -----
For the Year Ended December 31, 1997 $1,085,308 15,976 1,101,284
For the Year Ended December 31, 1998 (7,403) (74) (7,477)
Equity Investments
- ------------------
The Partnership's method of accounting for investments, in
accordance with generally accepted accounting principles, is the
fair value basis used for investment companies. The fair value of
Partnership equity investments is their initial cost basis with
changes as noted below:
The fair value for publicly traded equity investments (marketable
equity securities) is based upon the five-day-average closing sales
price or bid/ask price that is available on a national securities
exchange or over-the-counter market. Certain publicly traded equity
investments may not be marketable due to selling restrictions and
for those securities, an illiquidity discount of up to 33% is
applied when determining the fair value; the actual discount
percentage is based on the type and length of the restrictions.
Investments valued under this method were $1,975,880 and $868,154 at
December 31, 1999 and 1998, respectively.
All investments which are not publicly traded are valued at fair
market value as determined by the Managing General Partners in the
absence of readily ascertainable market values. Investments valued
under this method were $3,540,144 and $4,803,496 at December 31,
1999 and 1998, respectively. Generally, investments in privately
held companies are valued at original cost unless there is clear
evidence of a change in fair value, such as a recent round of third-
party financings or events that, in the opinion of the Managing
General Partners, indicate a change in value.
Convertible and subordinated notes receivable are stated at cost
plus accrued interest, which is equivalent to fair value, and are
included in equity investments as repayment of these notes generally
occurs through conversion into equity investments.
Venture capital limited partnership investments are initially
recorded at cost and are valued based on the fair value of the
underlying investments. Limited partnership distributions that are
a return of capital reduce the cost basis of the Partnership's
investment. Distributions from limited partnership cumulative
earnings are reflected as realized gains by the Partnership.
Where, in the opinion of the Managing General Partners, events
indicate that the fair value of equity and venture capital
investments and convertible and subordinated notes receivable may
not be recoverable, a write-down to estimated fair value is
recorded. Temporary changes in fair value result in increases or
decreases to the unrealized fair value of equity investments.
Adjustments to fair value basis are reflected as "Change in net
unrealized fair value of equity investments." In the case of an
other than temporary decline in value below cost basis, an
appropriate reduction in the cost basis is recognized as a realized
loss with the fair value being adjusted to match the new cost basis.
Cost basis adjustments are reflected as "Realized losses from
investment write-downs" or "Net realized loss from venture capital
limited partnership investments" on the Statements of Operations.
Sales of equity investments are recorded on the trade date. The
basis on which cost is determined in computing realized gains or
losses is specific identification.
Cash and Cash Equivalents
- -------------------------
Cash and cash equivalents are principally comprised of cash invested
in demand accounts and money market instruments and are stated at
cost plus accrued interest. The Partnership considers all money
market and short-term investments with an original maturity of three
months or less to be cash equivalents.
Net Income (Loss) Per Unit
- --------------------------
Commencing in the fourth quarter of 1999, the Partnership is
including the change in net unrealized fair value of equity
investments in the profits and losses allocated to partners' capital
accounts. (See Partners' Capital Reclassification discussion above.
The 1998 and 1997 per Unit amounts have been modified to conform to
this presentation.) Net income (loss) per Unit is calculated by
dividing the weighted average number of Units outstanding of 79,716
for the years ended December 31, 1999, 1998 and 1997, into the total
net income (loss) allocated to the Limited Partners. The Managing
General Partners contributed 0.1% of total Limited Partner capital
contributions and did not receive any Partnership units.
Provision for Income Taxes
- --------------------------
No provision for income taxes has been made by the Partnership as
the Partnership is not directly subject to taxation. The partners
are to report their respective shares of Partnership income or loss
on their individual tax returns.
The accompanying financial statements are prepared using generally
accepted accounting principles which may not equate to tax
accounting. The total tax cost basis exceeds the book cost basis by
$71,623 as of December 31, 1999.
2. Financing of Partnership Operations
-----------------------------------
The Managing General Partners expect cash received from the future
liquidation of Partnership investments and short-term borrowings
will provide the necessary liquidity to fund Partnership operations.
The Partnership may be dependent upon the financial support of the
Managing General Partners to fund operations if future proceeds are
not received timely. The Managing General Partners have committed
to support the Partnership's working capital requirements through
short-term advances as necessary.
3. Related Party Transactions
--------------------------
Included in costs and expenses are related party costs as follows:
1999 1998 1997
------ ------ ------
Management fees $158,597 158,597 158,597
Individual General Partners'
compensation 38,323 31,987 31,804
Amortization of organizational
costs -- 6,000 8,000
Reimbursable operating expenses:
Administrative and investor
services 140,015 229,092 145,407
Investment operations 24,050 49,840 63,311
Computer services 40,720 59,282 44,535
Expenses absorbed by
General Partners -- (62,535) --
Expenses absorbed by General
Partners in prior years -- 66,383 --
Management fees are equal to 2% of the total Limited Partner capital
contributions for the first year of Partnership operations through
the sixth year. Beginning in the seventh year (May 2001),
management fees will decline by 10% per year from the initial 2%.
Management fees compensate the Managing General Partners solely for
General Partner Overhead (as defined in the Partnership Agreement)
incurred in supervising the operation and management of the
Partnership and the Partnership's investments. Management fees
payable were $13,216 and $23,433 at December 31, 1999 and 1998,
respectively.
Pursuant to the Partnership Agreement, the Partnership shall
reimburse the Managing General Partners for operational costs
incurred by the Managing General Partners in conjunction with the
business of the Partnership. The Partnership may not reimburse the
Managing General Partners for certain operational costs that
aggregate more than 3% of total Limited Partner capital
contributions of the Partnership in each year through the first five
years of operations after the termination of Unit sales, and 1.5% in
any year thereafter. The limitation will decrease from 3% to 1.5%
on May 3, 2000. For purposes of this limitation, the Partnership's
operating year begins on May 3. Amounts due to related parties were
$22,515 and $60,724 at December 31, 1999 and 1998, respectively.
In 1998, the Managing General Partners absorbed $62,535 in operating
expenses. In late 1998, it was determined that certain overhead
costs, primarily rent, absorbed by the General Partners in prior
years, were not subject to this limitation; consequently, $66,383
was reimbursed to the General Partners. No expenses were absorbed
by the General Partners in 1999 or 1997.
The Managing General Partners allocate operating expenses incurred
in connection with the business of the Partnership based on employee
hours incurred. In 1998, operating cost allocations to the
Partnership were re-evaluated. The Managing General Partners
determined that they had not fully recovered allocable operating
expenses, primarily salary, benefits, and professional fees, as
permitted by the Partnership Agreement. As a result, the
Partnership was charged additional operating expenses of $66,810
consisting of $10,802, and $56,008 for 1997 and prior years,
respectively. Had the additional expenses been recorded in prior
years and had the operating expense limitation not been in effect,
operating expenses would have been $348,756 and $366,706 for 1998
and 1997, respectively.
As compensation for their services, the Individual General Partners
each receive $6,000 annually beginning on the Commencement Date,
plus $1,000 for each of the management committee meetings attended
and related expenses. The three Individual General Partners each
own 20 Units.
Effective November 1, 1997, TFL assigned its California office lease
to Technology Funding Property Management LLC (TFPM), an entity that
is affiliated to the Managing General Partner. Effective December
31, 1998, TFPM was acquired by TFL. Under the terms of a rent
agreement, TFL charges the Partnership for its share of office rent
and related overhead costs on a cost recovery basis. These amounts
are included in administrative and investor service costs.
Under the terms of a computer service agreement, Technology
Administrative Management, a division of TFL, charges the
Partnership for its share of computer support costs. These amounts
are included in computer services expenses.
Officers of the Managing General Partners occasionally receive stock
options as compensation for serving on the Boards of Directors of
portfolio companies. It is the Managing General Partners' policy
that all such compensation be transferred to the investing
partnerships. If the options are non-transferable, they are not
recorded as an asset of the Partnership. Any profit from the
exercise of such options will be transferred if and when the options
are exercised and the underlying stock is sold by the officers. Any
such profit is allocated amongst the Partnership and affiliated
partnerships based on their proportionate investments in the
portfolio company. At December 31, 1999, the Partnership and
affiliated partnerships had an indirect interest in non-transferable
Endocare, Inc. options with a fair value of $146,563.
4. Allocation of Profits and Losses
--------------------------------
In accordance with the Partnership Agreement (see Note 1), net
profits and losses of the Partnership are allocated based on the
beginning-of-the-year partners' capital balances as follows:
(a) Profits:
(i) first, to those partners with deficit capital account
balances in proportion to such deficits until the
deficits have been eliminated; then
(ii) second, to the partners as necessary to offset net loss
and sales commissions previously allocated to such
partners; then
(iii)third, 75% to the Limited Partners as a group in
proportion to the number of Units, 5% to the Limited
Partners in proportion to the Unit months of each
Limited Partner, and 20% to the Managing General
Partners. Unit months are the number of half months a
Unit would be outstanding if held from the date the
original holder of such Unit was deemed admitted into
the Partnership until the termination of the offering
of Units.
(b) Losses:
(i) first, to the partners as necessary to offset net
profit previously allocated to the partners under
(a)(iii) above plus losses from unaffiliated venture
capital limited partnership investments; then
(ii) 99% to the Limited Partners as a group and 1% to the
Managing General Partners.
Losses allocable to Limited Partners in excess of their capital
account balances will be allocated to the Managing General Partners.
Net profit thereafter, otherwise allocable to those Limited
Partners, would be allocated to the Managing General Partners to the
extent of such losses.
As indicated above, losses from unaffiliated venture capital limited
partnership investments are allocated pursuant to section (b).
Gains are allocated 99% to Limited Partners and 1% to the Managing
General Partners.
In no event shall the General Partners' interest in profits and
losses be less than 1%.
5. Equity Investments
------------------
At December 31, 1999, and December 31, 1998, equity investments consisted of:
December 31, 1999 December 31, 1998
Principal ------------------ -----------------
Industry (1)/ Investment Amount or Cost Fair Cost Fair
Company Position Date Shares Basis Value Basis Value
- ------------- -------- ---- ------ ----- ----- ----- -----
Medical/Biotechnology--41.1%
- ----------------------------
Acusphere, Inc. Preferred 1995-
(a) shares 1997 215,635 $ 706,251 1,124,096 706,251 1,124,096
Biex, Inc. (a) (b) Preferred
shares 1997 120,000 300,000 300,000 300,000 300,000
CV Therapeutics, Common
Inc. share
warrant at
$20.00;
expiring
2000 1995 1,920 768 9,913 768 0
ConjuChem Inc. Preferred
(a) share
warrant at
exercise aggregate
price TBD; purchase
expiring price
2001 1996 $24,291 0 0 0 0
Prolinx, Inc. Preferred 1995-
(a) shares 1998 592,308 688,461 876,616 688,461 1,285,308
--------- --------- --------- ---------
1,695,480 2,310,625 1,695,480 2,709,404
--------- --------- --------- ---------
Medical/Diagnostic Equipment--42.0%
- -----------------------------------
Endocare, Inc. Common 1996-
(b) shares 1997 152,400 466,000 1,268,730 466,000 302,971
Endocare, Inc. Common
(b) share
warrant at
$3.00;
expiring
2001 1996 30,000 0 159,750 0 0
LifeCell Preferred 1996-
Corporation shares (2) 1997 2,666 247,500 441,895 247,500 373,091
LifeCell Common
Corporation share
warrant at
$4.13;
expiring
2001 1996 56,451 2,500 56,903 2,500 11,742
R2 Technology, Preferred 1994-
Inc. (a) shares 1996 117,134 134,268 428,608 134,268 218,268
R2 Technology, Preferred
Inc. (a) share warrant
at $2.00;
expiring
2000 1995 2,417 0 3,662 0 0
--------- --------- --------- ---------
850,268 2,359,548 850,268 906,072
--------- --------- --------- ---------
Health Information Systems--2.4%
- --------------------------------
ADESSO Specialty
Services
Organization Preferred
Inc. (a) (b) shares 1997 11,905 100,002 100,002 100,002 100,002
CareCentric Preferred 1995-
Solutions, Inc. shares 1997 -- -- -- 263,103 193,953
CareCentric Common
Solutions, Inc. share
warrant at
$.15;
expiring
2002 1997 -- -- -- 13,972 13,972
Simione Central
Holdings, Inc. Preferred
(a) shares 1999 31,566 94,899 33,736 -- --
--------- --------- --------- ---------
194,901 133,738 377,077 307,927
--------- --------- --------- ---------
Pharmaceuticals--7.4%
- ---------------------
Axys
Pharmaceuticals, Common
Inc. shares 1995 9,464 125,000 38,689 125,000 53,831
Periodontix, Preferred 1993-
Inc. (a) shares 1996 167,000 234,000 375,750 234,000 409,150
Valentis, Common 1994-
Inc. shares 1995 -- -- -- 390,000 499,610
--------- --------- --------- ---------
359,000 414,439 749,000 962,591
--------- --------- --------- ---------
Environmental--0.2%
- -------------------
Naiad Technologies,Preferred 1995-
Inc. shares 1997 -- -- -- 310,202 525,955
Triangle
Biomedical
Sciences, Common
Inc. (a) shares 1999 366 10,248 10,248 -- --
Triangle Common
Biomedical share
Sciences, warrant
Inc. (a) at $28.00;
expiring
2009 1999 366 366 366 -- --
--------- --------- --------- ---------
10,614 10,614 310,202 525,955
--------- --------- --------- ---------
Venture Capital Limited Partnership Investments--5.1%
- -----------------------------------------------------
Medical Science Limited
Partners II, L.P. Partnership
(a) Interests various $250,000 226,332 287,060 226,332 259,701
--------- --------- --------- ---------
226,332 287,060 226,332 259,701
--------- --------- --------- ---------
Total equity investments--98.2% $3,336,595 5,516,024 4,208,359 5,671,650
========= ========= ========= =========
Legend and footnotes:
-- No investment held at end of period.
0 Investment active with a carrying value or fair value of zero.
(a) Equity security acquired in a private placement transaction; resale may be subject to
certain selling restrictions.
(b) Portfolio company is an affiliate of the Partnership; resale may be subject to certain
selling restrictions.
(1) Represents the total fair value of a particular industry segment as a percentage of
Partners' Capital at 12/31/99.
(2) The Partnership has no income-producing equity investments except for LifeCell Corporation
Preferred shares.
Marketable Equity Securities
- ----------------------------
At December 31, 1999 and 1998, marketable equity securities had an
aggregate cost of $841,768 and $984,268, respectively, and an
aggregate fair value of $1,975,880 and $868,154, respectively. The
unrealized gain/loss at December 31, 1999 and 1998, included gross
gains of $1,220,423 and $118,852, respectively.
Prolinx, Inc.
- -------------
In December 1999, the company had a new round of financing in which
the Partnership did not participate. The pricing of this round
indicated a decrease in fair value of $408,692 for the Partnership's
existing investment.
R2 Technology, Inc.
- ------------------
In May 1999, the company had a new round of financing in which the
Partnership did not participate. The pricing of this round indicated a
$214,002 increase in the fair value of the Partnership's Preferred
shares and warrants.
Simione Central Holdings, Inc. (formerly CareCentric Solutions, Inc.)
- --------------------------------------------------------------------
In August 1999, CareCentric Solutions, Inc. was acquired by Simione
Central Holdings, Inc. The Partnership received 31,566 Simione shares
and realized a loss of $182,176 on the sale. The Simione shares are
publicly traded but may not be sold prior to December 2000.
Triangle Biomedical Sciences, Inc. (formerly Naiad Technologies, Inc.)
- ---------------------------------------------------------------
In August 1999, Naiad Technologies, Inc. was acquired by Triangle
Biomedical Sciences, Inc. The Partnership received 366 Triangle
common shares and a warrant for 366 common shares and realized a loss
of $299,588 on the sale.
Valentis, Inc.
- --------------
In December 1999, the Partnership sold its entire investment in the
company for proceeds of $966,581 and realized a gain of $576,581.
Venture Capital Limited Partnership Investment
- ----------------------------------------------
The Partnership recorded a $27,359 increase in fair value as a result
of a net increase in the fair value of the underlying investments of
the partnerships.
Other Equity Investments
- ------------------------
Other significant changes reflected above relate to market value
fluctuations or the elimination of a discount relating to selling
restrictions for publicly traded portfolio companies.
Subsequent to December 31, 1999, the fair value of the Partnership's
Endocare, Inc. investment increased by $1,992,720 as a result of an
increase in the publicly traded market price at March 20, 2000.
6. Change in Net Unrealized Fair Value of Equity Investments
---------------------------------------------------------
In accordance with the accounting policy as stated in Note 1, the
Statements of Operations include a line item entitled "Change in net
unrealized fair value of equity investments." The table below
discloses details of the changes:
For the Years Ended December 31,
------------------------------------
1999 1998 1997
-------- -------- --------
Increase (decrease) in
fair value from cost of
marketable equity
securities $1,134,112 (116,114) 96,066
Increase in fair value from
cost of non-marketable
equity securities 1,045,317 1,579,405 1,374,702
--------- --------- ---------
Net unrealized fair
value increase from
cost at end of year 2,179,429 1,463,291 1,470,768
Net unrealized fair value
increase from cost at
beginning of year 1,463,291 1,470,768 369,484
--------- --------- ---------
Change in net unrealized
fair value of equity
investments $ 716,138 (7,477) 1,101,284
========= ========= =========
7. Cash and Cash Equivalents
-------------------------
Cash and cash equivalents at December 31, 1999 and 1998,
consisted of:
1999 1998
------ ------
Demand accounts $175,922 263
Money-market accounts 68 124
------- ---
Total $175,990 387
======= ===
8. Short-Term Borrowings
---------------------
The Partnership has a borrowing account with a financial institution.
At December 31, 1999, the borrowing capacity of this account, which
fluctuates based on collateral value, was $662,161 and the outstanding
balance was $2,646; as of March 20, 2000, the borrowing capacity was
$1,515,651 and there were no outstanding borrowings. Interest is
charged at the prime rate plus one half percent. The weighted-average
interest rate for the year ended December 31, 1999 was 8.42%.
Interest expense was $22,638 for the year ended December 31, 1999.
The Partnership's investments in Endocare, Inc. and Axys
Pharmaceuticals, Inc. are pledged as collateral.
9. Commitments
-----------
The Partnership is a party to financial instruments with off-balance-
sheet risk in the normal course of its business. Generally, these
instruments are commitments for future equity fundings, venture
capital limited partnership investments, equipment financing
commitments, or accounts receivable lines of credit that are
outstanding but not currently fully utilized. As they do not
represent current outstanding balances, these unfunded commitments are
properly not recognized in the financial statements. At December 31,
1999, the Partnership had no unfunded commitments.
The Partnership uses the same credit policies in making these
commitments and conditional obligations as it does for on-balance-
sheet instruments. Commitments to extend financing are agreements to
lend to a company as long as there are no violations of any conditions
established in the contract. The credit lines generally have fixed
termination dates or other termination clauses. Since many of the
commitments are expected to expire without being fully drawn upon, the
total commitment amounts do not necessarily represent future cash
requirements.
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) 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.
TECHNOLOGY FUNDING MEDICAL PARTNERS I, L.P.
By: TECHNOLOGY FUNDING INC.
Managing General Partner
Date: March 29, 2000 By: /s/Michael Brenner
------------------------------
Michael Brenner
Vice President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated:
Signature Capacity Date
--------- -------- ----
/s/Charles R. Kokesh President, Chief March 29, 2000
- ------------------------ Executive Officer,
Charles R. Kokesh Chief Financial
Officer and Chairman of
Technology Funding Inc.
and Managing General
Partner of Technology
Funding Ltd.
The above represents the Board of Directors of Technology Funding Inc.
and the General Partners of Technology Funding Ltd.