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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2002
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 Identification No.)
incorporation or organization)
1107 Investment Boulevard, Suite 180
El Dorado Hills, California 94403
- --------------------------------------- --------
(Address of principal executive offices) (Zip Code)
(916) 941-1400
--------------------------------------------------
(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
--- ---
No active market for the units of limited partnership interests
("Units") exists, and therefore the market value of such Units cannot be
determined.
Forward-Looking Statements
- --------------------------
The Private Securities Litigation Reform Act of 1995 (the Act) provides
a safe harbor for forward-looking statements made by or on behalf of the
Partnership. The Partnership and its representatives may from time to
time make written or oral statements that are "forward-looking",
including statements contained in this report and other filings with the
Securities and Exchange Commission, and reports to the Partnership's
shareholders and news releases. All statements that express
expectations, estimates, forecasts and projections are forward-looking
statements within the meaning of the Act. In addition, other written or
oral statements which constitute forward-looking statements may be made
by or on behalf of the Partnership. Words such as "expects",
"anticipates", "intends", "plans", "believes", "seeks", "estimates",
"projects", "forecasts", "may", "should", variations of such words and
similar expressions are intended to identify such forward-looking
statements. These statements are not guarantees of future performance
and involve certain risks, uncertainties and assumptions which are
difficult to predict. Therefore, actual outcomes and results may differ
materially from what is expressed or forecasted in or suggested by such
forward-looking statements. The Partnership undertakes no obligation to
update publicly any forward-looking statements, whether as a result of
new information, future events or otherwise.
PAGE>
I. FINANCIAL INFORMATION
Item 1. Financial Statements
BALANCE SHEETS
- --------------
(unaudited)
June 30, December 31,
2002 2001
------------ ------------
ASSETS
Equity investments (cost of
$2,099,412 at June 30, 2002
and December 31, 2001) $ 913,542 $1,666,338
Cash and cash equivalents 2,030,336 2,378,800
Due from related parties 15,000 --
Other assets -- 1,056
--------- ---------
Total assets $2,958,878 $4,046,194
========= =========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 35,107 $ 40,801
Due to related parties -- 3,772
--------- ---------
Total liabilities 35,107 44,573
Commitments and contingencies
See Note 7.
Partners' capital
Limited Partner
(79,716 Units outstanding) 2,923,068 3,990,139
General Partners 703 11,482
--------- ---------
Total partners' capital 2,923,771 4,001,621
--------- ---------
Total liabilities and
partners' capital $2,958,878 $4,046,194
========= =========
The accompanying notes are an integral part of these financial
statements.
STATEMENTS OF INVESTMENTS
- -------------------------
Principal
amount or June 30, 2002 December 31, 2001
Industry shares at ----------------- -----------------
(1) Investment June 30, Cost Fair Cost Fair
Company Position Date 2002 Basis Value Basis Value
- ------------- -------- ------ ------------ ----- ----- ----- -----
Equity Investments
- ------------------
Medical/Biotechnology
- ---------------------
12.7% and 26.8% at June 30, 2002 and December 31, 2001, respectively
- ---------------------------------------------------------------------
Acusphere, Inc. Preferred 1995-
(a) shares 1997 340,635 $ 706,251 $ 288,177 $ 706,251 $ 970,810
Prolinx, Inc. Preferred
(a) (b) shares 2001 30,417 27,355 10,950 27,355 13,688
Prolinx, Inc. Common 1995-
(a) (b) shares 1998 197,436 688,461 71,077 688,461 88,846
Prolinx, Inc. Preferred
(a) (b) share
warrants
at $.90;
expiring
2010 2001 7,416 293 0 293 0
--------- --------- --------- ---------
1,422,360 370,204 1,422,360 1,073,344
--------- --------- --------- ---------
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
Medical/Diagnostic Equipment
- ----------------------------
12.9% and 10.7% at June 30, 2002 and December 31, 2001, respectively
- ---------------------------------------------------------------------
LifeCell Common
Corporation shares 2002 103,877 247,500 254,499 247,500 229,967
R2 Technology, Preferred 1994-
Inc. (a) shares 1996 117,134 134,268 123,632 134,268 197,820
--------- --------- --------- ---------
381,768 378,131 381,768 427,787
--------- --------- --------- ---------
Pharmaceuticals
- ---------------
0.0% and 0.0% at June 30, 2002 and December 31, 2001, respectively
- -------------------------------------------------------------------
Periodontix, Preferred 1993-
Inc. (a) shares 1996 167,000 234,000 0 234,000 0
--------- --------- --------- ---------
234,000 0 234,000 0
--------- --------- --------- ---------
Environmental
- -------------
0.0% and 0.0% at June 30, 2002 and December 31, 2001, respectively
- -------------------------------------------------------------------
Triangle
Biomedical
Sciences, Common
Inc. (a) shares 1999 366 10,248 1,025 10,248 1,025
Triangle Common
Biomedical share
Sciences, warrant
Inc. (a) at $28.00;
expiring
2009 1999 366 366 37 366 37
--------- --------- --------- ---------
10,614 1,062 10,614 1,062
--------- --------- --------- ---------
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
Venture Capital Limited Partnership Investments
- -----------------------------------------------
5.6% and 4.1% at June 30, 2002 and December 31, 2001, respectively
- -------------------------------------------------------------------
Medical Science Limited
Partners II, L.P. Partnership
(a) Interests various $250,000 50,670 164,145 50,670 164,145
--------- --------- --------- ---------
50,670 164,145 50,670 164,145
--------- --------- --------- ---------
Total equity investments-31.2% and 41.6%
at June 30, 2002 and December 31, 2001,
respectively $2,099,412 $ 913,542 $2,099,412 $1,666,338
========= ========= ========= =========
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 June 30, 2002 and December 31, 2001.
The accompanying notes are an integral part of these financial statements.
STATEMENTS OF OPERATIONS (unaudited)
- -----------------------------------
For the Three Months For the Six Months
Ended June 30, ended June 30,
--------------------- ---------------------
2002 2001 2002 2001
------ ------ ------ ------
Investment income:
Interest income $ 7,315 $ 1,089 $ 16,043 $ 2,389
Dividend income -- 91 -- 101
--------- ------- --------- -------
Total investment income 7,315 1,180 16,043 2,490
Investment expenses:
Management fees 35,684 37,005 71,368 76,655
Individual General Partners' compensation 4,295 10,483 14,000 19,957
Administrative and investor services 84,581 68,450 152,077 100,754
Investment operations 4,832 16,619 19,315 22,718
Professional fees 47,939 20,116 63,340 46,906
Computer services 11,332 15,459 20,997 26,442
Interest expense -- 6,897 -- 6,897
--------- ------- --------- -------
Total investment expenses 188,663 175,029 341,097 300,329
--------- ------- --------- -------
Net investment loss (181,348) (173,849) (325,054) (297,839)
--------- ------- --------- -------
Net (increase) decrease in unrealized
depreciation of equity investments (881,200) 880,080 (752,796) (120,374)
--------- ------- --------- -------
Net (decrease) increase in partners'
capital resulting from operations $(1,062,548) $706,231 $(1,077,850) $(418,213)
========= ======= ========= =======
Net (decrease) increase in partners' capital
resulting from operations per Unit $ (13.20) $ 8.77 $ (13.39) $ (5.19)
========= ======= ========= =======
The accompanying notes are an integral part of these financial statements.
STATEMENTS OF CASH FLOWS (unaudited)
- -----------------------------------
For the Six Months Ended June 30,
---------------------------------
2002 2001
------ ------
Net decrease in partners'
capital resulting from operations $(1,077,850) $ (418,213)
Adjustments to reconcile net decrease
in partners' capital resulting
from operations to net cash used by
operating activities:
Net increase in unrealized
depreciation of equity investments 752,796 120,374
Decrease in accounts payable and accrued
expenses (5,694) (24,076)
Decrease in due to related
parties (18,772) (518,959)
Other changes, net 1,056 (2,757)
--------- ---------
Net cash used by operating activities (348,464) (843,631)
--------- ---------
Cash flows from financing activities:
Proceeds from short-term borrowings, net -- 806,926
--------- ---------
Net cash provided by financing activities -- 806,926
--------- ---------
Net decrease in cash and cash equivalents (348,464) (36,705)
Cash and cash equivalents at beginning
of year 2,378,800 36,945
--------- ---------
Cash and cash equivalents at June 30 $ 2,030,336 $ 240
========= =========
The accompanying notes are an integral part of these financial statements.
NOTES TO FINANCIAL STATEMENTS (unaudited)
- ----------------------------------------
1. Interim Financial Statements
----------------------------
The accompanying unaudited financial statements included herein have been
prepared in accordance with the requirements of Form 10-Q and, therefore,
do not include all information and footnotes which would be presented were
such financial statements prepared in accordance with generally accepted
accounting principles. These statements should be read in conjunction with
the Annual Report on Form 10-K for the year ended December 31, 2001. In
the opinion of the Managing General Partners, the accompanying interim
financial statements reflect all adjustments necessary for the fair
presentation of the financial position, results of operations, and cash
flows for the interim periods presented. Allocation of income and loss to
Limited and General Partners is based on cumulative income and loss.
Adjustments, if any, are reflected in the current quarter balances. The
results of operations for such interim periods are not necessarily
indicative of results of operations to be expected for the full year.
2. Termination and Liquidation of the Partnership
----------------------------------------------
The Partnership Agreement provides that the Partnership will terminate
December 31, 2002, unless extended for two additional two-year periods by
the Individual General Partners. In September 2001, the Individual General
Partners directed the Managing General Partners to proceed with the
earliest reasonable termination of the Partnership. In March 2002, the
Individual General Partners approved the retention of an independent third
party to value the Partnership's private holdings and reviewed a draft of
the proxy statement related to the dissolution, liquidation and termination
of the Partnership. As of June 30, 2002, the valuation of the
Partnership's holdings has been completed and the proxy statement is in
review with the Securities and Exchange Commission.
The Managing General Partners expect to submit the proxy statement to allow
the Limited Partners to vote on an early termination of the partnership
before the end of 2002. Should the Limited Partners vote to dissolve the
partnership, the audited financial statements of the partnership will be
prepared on a liquidation basis rather than as a going concern. The
accompanying interim financial statements do not include any adjustments
that might result from a change to accounting on a liquidation basis. The
Partnership has been advised by its independent public accountants that
should the Limited Partners approve the early dissolution of the
Partnership, their report on those financial statements will be modified
for that matter.
3. 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 accounting
principles generally accepted in the United States which may not equate to
tax accounting. The cost of investments on a tax basis at June 30, 2002
and December 31, 2001, was $2,290,848. At June 30, 2002 and December 31,
2001, gross unrealized appreciation and depreciation on investments based
on cost for federal income tax purposes were as follows:
June 30, December 31,
2002 2001
---------- ------------
Unrealized appreciation $ 58,202 $ 386,084
Unrealized depreciation (1,435,508) (1,010,594)
--------- ---------
Net unrealized depreciation $(1,377,306) $ (624,510)
========= =========
4. Related Party Transactions
--------------------------
Related party costs are included in investment expenses shown on the
Statements of Operations. Related party costs for the six months ended
June 30, 2002 and 2001, were as follows:
2002 2001
------ ------
Management fees $ 71,368 $76,655
Individual General Partners' compensation 14,000 19,957
Reimbursable operating expenses 150,166 123,862
Management fees are equal to 2 percent 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
declined by 10 percent per year from the initial 2 percent. 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 due to the Managing General Partners were
$11,895 at June 30, 2002, and were netted against due from related parties.
At December 21, 2001, management fees of $11,895 were included in due to
related parties.
The Partnership reimburses the Managing General Partners for certain
operating expenses incurred in connection with the business of the
Partnership. Reimbursable operating expenses paid by the Managing General
Partners include expenses (other than organizational and offering expenses
and general partner overhead) such as administrative and investor services,
investment operations, and computer services. Certain reimbursable
expenses have been accrued based upon interim estimates prepared by the
Managing General Partners and are adjusted to actual costs periodically.
Amounts due from related parties for such expenses were $26,895 and $8,123
at June 30, 2002 and December 31, 2001, repectively.
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 June 30, 2002, the Partnership and affiliated
partnerships had an indirect interest in non-transferable Endocare, Inc.
options with a fair value of $145,081.
5. Equity Investments
------------------
All investments are valued at fair value as determined in good faith by the
Managing General Partners.
Marketable Equity Securities
- ----------------------------
Marketable equity securities had aggregate costs of $247,500 at June 30,
2002 and December 31, 2001. These securities had aggregate fair values of
$254,499 and $229,967 at June 30, 2002 and December 31, 2001, respectively.
Gross gains at June 30, 2002, were $6,999. At December 31, 2001, there
were no gross gains.
Restricted Securities
- ---------------------
At June 30, 2002 and December 31, 2001, restricted securities had aggregate
fair values of $659,043 and $1,436,371 respectively, representing 22.5
percent and 35.9 percent, respectively, of the net assets of the
Partnership.
There were no significant purchases or sales of equity investments during
the six months ended June 30, 2002.
Other Equity Investments
- ------------------------
Other significant changes reflected in the Statements of Investments relate
to market value fluctuations for publicly-traded portfolio companies or
changes in the fair value of private companies as determined in accordance
with the policy described in Note 1 to the financial statements included in
the Partnership's December 31, 2001 Form 10-K.
6. Cash and Cash Equivalents
-------------------------
Cash and cash equivalents at June 30, 2002 and December 31, 2001,
consisted of:
2002 2001
-------- ---------
Demand accounts $ 36,003 $ 13,501
Money market accounts 1,994,333 2,365,299
--------- ---------
Total $2,030,336 $2,378,800
========= =========
7. Commitments and Contingencies
-----------------------------
From time to time, the Partnership becomes 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 investment
fundings, equipment financing commitments, or accounts receivable lines of
credit that are outstanding but not currently fully utilized by a borrowing
company. As they do not represent current outstanding balances, these
unfunded commitments are properly not recognized in the financial
statements. At June 30, 2002, there were no unfunded investment
commitments to portfolio companies and venture capital limited
partnerships.
Occasionally, the Partnership is subject to routine litigation incidental
to the business of the Partnership. Although there can be no assurances as
to the ultimate disposition of these matters and the proceeding disclosed
above, it is the opinion of the Managing General Partners, based upon the
information available at this time, that the expected outcome of these
matters, individually or in the aggregate, will not have a materially
adverse effect on the results of operations and financial condition of the
Partnership.
8. Financial Highlights
--------------------
For The Six Months Ended June 30,
-----------------------------------
2002 2001
------ ------
(all amounts on a per Unit basis)
Net asset value,
beginning of period $50.05 $35.79
Loss from investment
operations:
Net investment loss (4.04) (3.70)
Net realized and unrealized
loss on investments (9.35) (1.49)
------ ------
Total from investment
operations (13.39) (5.19)
------ ------
Net asset value, end of period $36.66 $30.60
====== ======
Total Return (26.74)% (14.51)%
Ratios to average net assets:
Net investment loss (9.31)% (11.14)%
Expenses 9.87% 11.35%
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The Partnership Agreement provides that the Partnership will terminate
December 31, 2002, unless extended for two additional two-year periods by
the Individual General Partners. In September 2001, the Individual General
Partners directed the Managing General Partners to proceed with the
earliest reasonable termination of the Partnership. In March 2002, the
Individual General Partners approved the retention of an independent third
party to value the Partnership's private holdings and reviewed a draft of
the proxy statement related to the dissolution, liquidation and termination
of the Partnership. As of June 30, 2002, the valuation of the
Partnership's holdings has been completed and the proxy statement is in
review with the Securities and Exchange Commission.
The Managing General Partners expect to submit the proxy statement to allow
the Limited Partners to vote on an early termination of the partnership
before the end of 2002. Should the Limited Partners vote to dissolve the
partnership, the audited financial statements of the partnership will be
prepared on a liquidation basis rather than as a going concern. The
accompanying interim financial statements do not include any adjustments
that might result from a change to accounting on a liquidation basis. The
Partnership has been advised by its independent public accountants that
should the Limited Partners approve the early dissolution of the
Partnership, their report on those financial statements will be modified
for that matter.
Liquidity and Capital Resources
- -------------------------------
The Partnership operates as a business development company under the
Investment Company Act of 1940 and makes venture capital investments in new
and developing companies. The Partnership's financial condition is
dependent upon the success of the portfolio companies. There is no ready
market for many of the Partnership's investments. It is possible that some
of its venture capital investments may be a complete loss or may be
unprofitable and that others will appear likely to become successful, but
may never realize their potential. The valuation of the Partnership's
investments in securities for which there are no available market quotes is
subject to the estimate of the Managing General Partners in accordance with
the valuation guidance described in Note 1 to the financial statements
included in the Partnership's December 31, 2001 Form 10-K. In the absence
of readily obtainable market values, the estimated fair value of the
Partnership's investments may differ significantly from the values that
would have been used had a ready market existed.
During the six months ended June 30, 2002, net cash used by operating
activities totaled $348,464. The Partnership paid management fees of
$71,368 to the Managing General Partners and reimbursed related parties for
investment expenses of $168,938. In addition, $14,000 was paid to the
Individual General Partners as compensation for their services. The
Partnership paid other investment expenses of $110,201. Interest income of
$16,043 was received.
Cash and cash equivalents at June 30, 2002, were $2,030,336. Future
proceeds from investment sales and operating cash reserves are expected to
be adequate to fund Partnership operations through the next twelve months.
Results of Operations
- ---------------------
Current quarter compared to corresponding quarter in the preceding year
- -----------------------------------------------------------------------
Net decrease in partners' capital resulting from operations was $1,062,548
for the quarter ended June 30, 2002, compared to a net increase in
partners' capital resulting from operations of $706,231 for the same period
in 2001.
Net unrealized depreciation on equity investments was $1,185,870 and
$304,670 at June 30 and March 31, 2002, respectively. During the quarter
ended June 30, 2002, the Partnership recorded an increase in net unrealized
depreciation on equity investments of $881,200 compared to a decrease in
unrealized depreciation of $880,080 during the quarter ended June 30, 2001.
The increase in depreciation in 2002 was primarily attributable to a
decrease in the publicly traded market price of Lifecell Corporation and a
decrease in the fair value of Acusphere, Inc., a private portfolio company
in the biotechnology industry. The decrease in net unrealized depreciation
for the quarter ended June 30, 2001, was primarily attributable to an
increase in the publicly traded market prices of portfolio companies in the
medical/diagnostic and pharmaceutical industries, partially offset by a
decrease in the fair value of Prolinx, Inc., a private portfolio company in
the biotechnology industry.
Total investment expenses were $188,663 for the quarter ended June 30,
2002, compared to $175,029 for the same period in 2001. The increase is
primarily attributable to increased administrative and investor services
activity and increased professional fees related to the pending proxy
statement.
Given the inherent risk associated with the business of the Partnership,
the future performance of the portfolio company investments may
significantly impact future operations.
Current six months compared to corresponding six months in the preceding
- ------------------------------------------------------------------------
year
- ----
Net decrease in partners' capital resulting from operations was $1,077,850
for the six months ended June 30, 2002, compared to a net decrease in
partners' capital resulting from operations of $418,213 for the same period
in 2001.
Net unrealized depreciation on equity investments was $1,185,870 and
$433,074 at June 30, 2002 and December 31, 2001, respectively. During the
six months ended June 30, 2002, the Partnership recorded an increase in net
unrealized depreciation on equity investments of $752,796 compared to an
increase in unrealized depreciation of $120,374 for the six months ended
June 30, 2001. The increase in net unrealized depreciation on investments
for the six months ended June 30, 2002, was primarily due to a decrease in
the fair value of Acusphere, Inc. The change in 2001 was primarily
attributable to a decrease in the fair value of Prolinx, Inc., a private
portfolio company in the biotechnology industry, partially offset by an
increase in the publicly traded market price of Endocare, Inc.
Total investment expenses were $341,097 for the six months ended June 30,
2002, compared to $300,329 for the same period in 2001. The increase is
primarily attributable to increased administrative and investor services
activity and increased professional fees related to the pending proxy
statement.
II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) A report on Form 8-K was filed by the Registrant on June 28, 2002, to
report the appointment of Grant Thornton LLP as the Partnership's
public accountants. No financial statements were filed. On July 8,
2002, the Partnership filed it Amended and Restated Limited
Partnership Agreement on Form 8-K.
CERTIFICATION
-------------
The undersigned hereby certifies, to such officer's knowledge, that this
report fully complies with the requirements of Section 15(d) of the
Securities Exchange Act of 1934 and that the information contained in
the report fairly presents, in all material respects, the financial
condition and results of operation of the Partnership.
Date: August 14, 2002 By: /s/Charles R. Kokesh
--------------------------------
Charles R. Kokesh
President, Chief Executive
Officer, Chief Financial
Officer and Chairman of
Technology Funding Inc. and
Managing General Partner of
Technology Funding Limited
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.
TECHNOLOGY FUNDING MEDICAL PARTNERS I, L.P.
By: TECHNOLOGY FUNDING INC.
TECHNOLOGY FUNDING LTD.
Managing General Partners
Date: August 14, 2002 By: /s/Charles R. Kokesh
---------------------
Charles R. Kokesh
President, Chief Executive Officer,
Chief Financial Officer and
Chairman of Technology Funding Inc.
and Managing General Partner of
Technology Funding Ltd.