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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 September 30, 2003
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
--- ---
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12B-2 of the Act). Yes No X
--- ---
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.
I. FINANCIAL INFORMATION
Item 1. Financial Statements
STATEMENTS OF NET ASSETS IN LIQUIDATION
- ---------------------------------------
(unaudited)
September 30, December 31,
2003 2002
------------- ------------
ASSETS
Equity investments (cost of
$1,015,040 and $1,965,144 at September
30, 2003, and December 31, 2002,
respectively) $1,221,559 $ 338,171
Cash and cash equivalents 1,433,751 1,825,441
Other assets 32 683
--------- ---------
Total assets $2,655,342 $2,164,295
========= =========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 3,177 $ 24,216
Due to related parties 14,660 139,308
--------- ---------
Total liabilities 17,837 163,524
Commitments and contingencies (See Note 7)
Partners' capital:
Limited Partners (79,716 Units
outstanding) 2,620,563 2,009,298
General Partners 16,942 (8,527)
--------- ---------
Total partners' capital 2,637,505 2,000,771
--------- ---------
Total liabilities and
partners' capital $2,655,342 $2,164,295
========= =========
The accompanying notes are an integral part of these financial
statements.
STATEMENTS OF INVESTMENTS IN LIQUIDATION
- ---------------------------------------
Principal
amount or September 30, 2003 December 31, 2002
Industry shares at ------------------ -----------------
(1) Investment September Cost Fair Cost Fair
Company Position Date 30, 2003 Basis Value Basis Value
- ------------- -------- ---------- ------------ ----- ----- ----- -----
Equity Investments
- ------------------
Medical/Biotechnology
- ---------------------
22.8% and 1.0% at September 30, 2003, and December 31, 2002, respectively
- -------------------------------------------------------------------------
Acusphere, Inc. Common 1995-
(a) shares 1997 61,707 $ 706,251 $604,723 $ 706,251 $ 0
Prolinx, Inc. Preferred
(a) (b) shares 2001 -- -- -- 27,355 2,733
Prolinx, Inc. Common 1995-
(a) (b) shares 1998 -- -- -- 688,461 17,768
Prolinx, Inc. Preferred
(a) (b) share
warrants
at $.90;
expiring
2010 2001 -- -- -- 293 0
--------- --------- --------- -------
706,251 604,723 1,422,360 20,501
--------- --------- --------- -------
STATEMENTS OF INVESTMENTS IN LIQUIDATION (continued)
- ---------------------------------------------------
Medical/Diagnostic Equipment
- ----------------------------
23.0% and 14.6% at September 30, 2003, and December 31, 2002, respectively
- --------------------------------------------------------------------------
LifeCell Common 1996-
Corporation shares 2001 103,877 247,504 611,836 247,500 312,670
--------- --------- --------- -------
247,504 611,836 247,500 312,670
--------- --------- --------- -------
Pharmaceuticals
- ---------------
0.0% and 0.0% at September 30, 2003, and December 31, 2002, respectively
- ------------------------------------------------------------------------
Periodontix, Preferred 1993-
Inc. (a) shares 1996 0 0 0 234,000 0
--------- --------- --------- -------
0 0 234,000 0
--------- --------- --------- -------
Environmental
- -------------
0.0% and 0.0% at September 30, 2003, and December 31, 2002, respectively
- ------------------------------------------------------------------------
Triangle
Biomedical
Sciences, Common
Inc. (a) shares 1999 366 10,248 0 10,248 0
STATEMENTS OF INVESTMENTS IN LIQUIDATION (continued)
- ---------------------------------------------------
Triangle Common
Biomedical share
Sciences, warrant
Inc. (a) at $28.00;
expiring
2009 1999 366 366 0 366 0
--------- --------- --------- -------
10,614 0 10,614 0
--------- --------- --------- -------
Venture Capital Limited Partnership Investment
- -----------------------------------------------
0.2% and 0.2% at September 30, 2003, and December 31, 2002, respectively
- ------------------------------------------------------------------------
Medical Science Limited
Partners II, L.P. Partnership
(a) interests various $250,000 50,671 5,000 50,670 5,000
--------- --------- --------- -------
50,671 5,000 50,670 5,000
--------- --------- --------- -------
Total equity investments - 46.0% and 15.8% at
September 30, 2003, and December 31, 2002,
respectively $1,015,040 $1,221,559 $1,965,144 $338,171
========= ========= ========= =======
STATEMENTS OF INVESTMENTS IN LIQUIDATION (continued)
- ---------------------------------------------------
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 September 30, 2003, and December 31, 2002.
The accompanying notes are an integral part of these financial statements.
STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION (unaudited)
- -------------------------------------------------------------
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
--------------------- ---------------------
2003 2002 2003 2002
------ ------ ------ ------
Investment income:
Interest income $ 2,762 $ 6,469 $ 11,143 $ 22,512
Investment expenses:
Management fees 30,134 32,275 93,255 103,643
Individual General Partners' compensation 6,440 8,500 21,440 22,500
Administrative and investor services 25,046 40,773 83,059 192,850
Investment operations 2,067 4,944 16,520 24,259
Professional fees 5,978 91,902 32,320 155,242
Computer services 3,417 5,146 11,203 26,143
------- ------- --------- ---------
Total investment expenses 73,082 183,540 257,797 524,637
------- ------- --------- ---------
Net investment loss (70,320) (177,071) (246,654) (502,125)
------- ------- --------- ---------
STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION (unaudited) (continued)
- -------------------------------------------------------------------------
Net realized gain from venture capital limited
partnership investments -- 5,833 -- 5,833
Net realized loss from write-off of equity
investments (234,000) -- (950,110) --
------- ------- --------- ---------
Net realized (loss) income (304,320) 5,833 (1,196,764) 5,833
------- ------- --------- ---------
Net decrease (increase) in unrealized
depreciation of equity investments 680,644 (302,389) 1,833,499 (1,055,185)
------- ------- --------- ---------
Net increase (decrease) in partners'
capital resulting from operations $376,324 $(473,627) $ 636,735 $(1,551,477)
======= ======= ========= =========
Net increase (decrease) in partners' capital
resulting from operations per Unit $ .15 $ (5.88) $ 7.67 $ (19.27)
======= ======= ========= =========
The accompanying notes are an integral part of these financial statements.
STATEMENTS OF CASH FLOWS (unaudited)
- -----------------------------------
For the Nine Months
Ended September 30,
-----------------------
2003 2002
------ ------
Net increase (decrease) in partners'
capital resulting from operations $ 636,736 $(1,551,477)
Adjustments to reconcile net increase
(decrease) in partners' capital
resulting from operations to net cash
used by operating activities:
Net (decrease) increase in unrealized
depreciation of equity investments (1,833,499) 1,055,185
Net realized loss from write-off of
equity investments 950,109 --
Net realized gain from venture capital
limited partnership investments -- (5,833)
Decrease in accounts payable and accrued
expenses (21,039) (26,154)
Decrease in due to related parties (124,648) (35,716)
Other changes, net 651 31
--------- ---------
Net cash used by operating activities (391,690) (563,964)
--------- ---------
STATEMENTS OF CASH FLOWS (unaudited) (continued)
- -----------------------------------------------
Cash flows from investing activities:
Proceeds from venture capital
limited partnership investments -- 5,833
-------- ---------
Net cash provided by investing activities -- 5,833
-------- ---------
Net decrease in cash and cash equivalents (391,690) (558,131)
Cash and cash equivalents at beginning
of year 1,825,441 2,378,800
--------- ---------
Cash and cash equivalents at
September 30 $1,433,751 $ 1,820,669
========= =========
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 in the United States of America. These statements
should be read in conjunction with the Annual Report on Form 10-K for the
year ended December 31, 2002. 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 term expired on December 31, 2002, per the Partnership
Agreement, and the Independent General Partners elected not to extend the
term as provided in the Partnership Agreement. In December 2002, the
Managing General Partners adopted a plan of liquidation. In anticipation
of the liquidation and dissolution, the Individual General Partners, in
March 2002, approved the retention of an independent third party to value
the Partnership's private holdings and subsequently engaged the third party
to seek buyers for those investments. One of those holdings was sold prior
to December 31, 2002. After a diligent effort, the independent third party
was unable to find buyers for the remaining assets. Subsequently, the
Managing General Partners determined that the fair value of the
Partnership's investments in portfolio companies totaled $338,171. As of
March 31, 2003, the Partnership's $716,109 investment in Prolinx, Inc. was
written off.
The Individual General Partners did not foresee a liquidity event for
either of the two remaining investments, Acusphere, Inc. and Medical
Science Partners II, L.P., and in June 2003, approved a motion to make a
charitable donation of the holdings to an appropriate beneficiary.
However, on July 1, 2003, Acusphere filed a registration statement with the
Securities and Exchange Commission ("SEC") for an initial public offering.
At a Special Meeting on July 30, 2003, the Individual General Partners
rescinded their earlier action to donate the remaining assets and
unanimously directed the Managing General Partners to wait for Acusphere to
go public and then take the earliest possible exit opportunity after the
180-day lock-up period in light of market conditions. In an effort to
reduce operating expenses in the interim, the Partnership plans to file a
proxy statement seeking Limited Partner approval of the withdrawal of the
Partnership's election to be regulated as a Business Development Company
("BDC") and the amendment of the Partnership Agreement to allow the
Individual General Partners to resign after the Form 15 withdrawing the BDC
election is filed and accepted by the SEC.
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 of America, which may
not equate to tax accounting. The cost of investments on a tax basis at
September 30, 2003, and December 31, 2002, was $1,181,807 and $2,131,918,
respectively. At September 30, 2003, and December 31, 2002, gross
unrealized appreciation and depreciation on investments based on cost for
federal income tax purposes were as follows:
September 30, December 31,
2003 2002
------------ -----------
Unrealized appreciation $ 364,332 $ 65,170
Unrealized depreciation (324,574) (1,858,917)
------- ---------
Net unrealized appreciation
(depreciation) $ 39,758 $(1,793,747)
======= =========
4. Related Party Transactions
--------------------------
Related party costs are included in investment expenses shown on the
Statements of Changes in Net Assets in Liquidation. Related party costs
for the nine months ended September 30, 2003 and 2002, were as follows:
2003 2002
------ ------
Management fees $93,255 $103,643
Individual General Partners' compensation 21,440 22,500
Operating expenses reimbursed to
related parties 92,130 183,402
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
$7,190 and $10,758 at September 30, 2003, and December 31, 2002,
respectively, and were netted against due from related parties at September
30, 2003, and included in due to related parties at December 31, 2002.
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 $14,660 at
September 30, 2003. Amounts due to related parties were $128,550 at
December 31, 2002.
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 $247,504 at September
30, 2003, and December 31, 2002, and aggregate fair values of $611,836 and
$312,670 at September 30, 2003, and December 31, 2002, respectively. The
net unrealized gain at September 30, 2003, equaled the gross gains of
$364,332. The gross gains at December 31, 2002, were $65,170.
Restricted Securities
- ---------------------
At September 30, 2003, and December 31, 2002, restricted securities had
aggregate costs of $767,530 and $1,717,644, respectively, and aggregate
fair values of $609,179 and $25,501, respectively, representing 49.8
percent and 1.2 percent of the net assets of the Partnership, respectively.
Significant purchases, sales and write-offs of equity investments during
the nine months ended September 30, 2003, were as follows:
Prolinx, Inc.
- -------------
In March 2003, the Partnership wrote off its entire investment of $716,109
in Prolinx, Inc., a private portfolio company in the biotechnology
industry. Prolinx, Inc. filed for Chapter 7 bankruptcy on March 27, 2003.
There is no anticipated recovery for the shareholders.
Periodontix, Inc.
- -----------------
In September 2003, the Partnership wrote off its entire investment of
$234,000 in Periodontix, Inc., a private portfolio company in the
pharmaceuticals industry. In 2001, Periodontix, Inc.'s assets were
acquired by Demegen, Inc., a publicly traded company in the pharmaceuticals
industry. In 2003, Demegen, Inc. was unsuccessful in efforts to raise
additional capital and, in April 2003, terminated its registration under
Section 42(g) of the Securities Exchange Act of 1934 by filing a Form 15
with the SEC. The Partnership expects no return on its initial investment.
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, 2002, Form 10-K.
6. Subsequent Events
-----------------
On October 8, 2003, subsequent to the end of the third quarter, Acusphere,
Inc., a private company in the biotechnology industry, conducted an initial
public offering. Prior to the offering, Acusphere shares were subject to a
reverse split, which converted the Partnership's 340,635 Preferred shares
into 61,707 common shares. The offering priced at $14 per share. The
Partnership's Acusphere shares are subject to a 180-day lock-up period.
The reverse stock split is reflected in the Statement of Investments as of
September 30, 2003.
7. Cash and Cash Equivalents
-------------------------
Cash and cash equivalents at September 30, 2003, and December 31, 2002,
consisted of:
2003 2002
------ ------
Demand accounts $ 38,596 $ 71,400
Money market accounts 1,395,155 1,754,041
--------- ---------
Total $1,433,751 $1,825,441
========= =========
8. 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 September 30, 2003, there were no unfunded investment
commitments to portfolio companies and venture capital limited
partnerships.
From time to time, 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, 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 material adverse effect
on the results of operations and financial condition of the Partnership.
9. Financial Highlights
--------------------
For The Nine Months
Ended September 30,
-------------------
2003 2002
------ ------
(all amounts on a per Unit basis)
Net asset value,
beginning of period $25.42 $49.96
Loss from investment
operations:
Net investment loss (2.97) (6.24)
Net realized and unrealized
gain (loss) on investments 10.64 (13.03)
----- -----
Total from investment
operations 7.67 (19.27)
----- -----
Net asset value, end of period $33.09 $30.69
===== =====
Total return 30.17% (38.57)%
Ratios to average net assets:
Net investment loss (10.15)% (15.46)%
Expenses 11.06% 16.32%
Pursuant to the Partnership Agreement, net profit shall be allocated first
to those Partners with deficit capital account balances until such deficits
have been eliminated. The net asset values shown above assume the
Partnership is in liquidation and capital has been contributed by the
General Partners equal to the amount of deficit capital, if any, after
liquidation at September 30, 2003. Net asset value has been calculated in
accordance with this provision of the Partnership Agreement.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The Partnership term expired on December 31, 2002, per the Partnership
Agreement, and the Independent General Partners elected not to extend the
term as provided in the Partnership Agreement. In December 2002, the
Managing General Partners adopted a plan of liquidation. In anticipation
of the liquidation and dissolution, the Individual General Partners, in
March 2002, approved the retention of an independent third party to value
the Partnership's private holdings and subsequently engaged the third party
to seek buyers for those investments. One of those holdings was sold prior
to December 31, 2002. After a diligent effort, the independent third party
was unable to find buyers for the remaining assets. Subsequently, the
Managing General Partners determined that the fair value of the
Partnership's investments in portfolio companies totaled $338,171. As of
March 31, 2003, the Partnership's $716,109 investment in Prolinx, Inc. was
written off.
The Individual General Partners did not foresee a liquidity event for
either of the two remaining investments, Acusphere, Inc. and Medical
Science Partners II, L.P., and in June 2003, approved a motion to make a
charitable donation of the holdings to an appropriate beneficiary.
However, on July 1, 2003, Acusphere filed a registration statement with the
Securities and Exchange Commission ("SEC") for an initial public offering.
At a Special Meeting on July 30, 2003, the Individual General Partners
rescinded their earlier action to donate the remaining assets and
unanimously directed the Managing General Partners to wait for Acusphere to
go public and then take the earliest possible exit opportunity after the
180-day lock-up period in light of market conditions. In an effort to
reduce operating expenses in the interim, the Partnership plans to file a
proxy statement seeking Limited Partner approval of the withdrawal of the
Partnership's election to be regulated as a Business Development Company
("BDC") and the amendment of the Partnership Agreement to allow the
Individual General Partners to resign after the Form 15 withdrawing the BDC
election is filed and accepted by the SEC.
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, 2002, 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 nine months ended September 30, 2003, net cash used by operating
activities totaled $391,690. The Partnership paid management fees of
$93,255 to the Managing General Partners and reimbursed related parties for
investment expenses of $216,778. In addition, $21,440 was paid to the
Individual General Partners as compensation for their services. The
Partnership paid other investment expenses of $71,360. Interest income of
$11,143 was received.
Cash and cash equivalents at September 30, 2003, were $1,433,751. 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 increase in partners' capital resulting from operations was $376,324
for the quarter ended September 30, 2003, compared to a net decrease in
partners' capital resulting from operations of $473,627 for the same period
in 2002.
Net unrealized depreciation on equity investments was $206,525 and
$1,626,973 at September 30, 2003, and December 31, 2002, respectively.
During the quarter ended September 30, 2003, the Partnership recorded a
decrease in net unrealized depreciation on equity investments of $1,833,494
compared to an increase in unrealized depreciation of $302,389 during the
quarter ended September 30, 2002. The change in 2003 was attributable to
an increase in the fair value of Acusphere, Inc., a private portfolio
company in the biotechnology industry, an increase in the publicly traded
price of LifeCell Corporation, and the write-off of the Partnership's
entire investment in Prolinx, Inc. The change in 2002 was primarily
attributable to a decrease in the publicly traded price of LifeCell
Corporation and decreases in the fair values of Accusphere, Inc., and the
investment in Medical Science Partners II, L.P., a venture capital limited
partnership.
Total investment expenses were $73,082 for the quarter ended September 30,
2003, compared to $183,540 for the same period in 2002. The decrease is
attributable to decreased administrative services, investment monitoring
and professional fees.
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 nine months compared to corresponding nine months in the preceding
- --------------------------------------------------------------------------
year
- ----
Net decrease in partners' capital resulting from operations was $636,739
for the nine months ended September 30, 2003, compared to a net decrease in
partners' capital resulting from operations of $1,551,477 for the same
period in 2002.
During the nine months ended September 30, 2003, the Partnership wrote off
its entire investment in Prolinx, Inc., a private portfolio company in the
biotechnology industry. The company filed for bankruptcy in March 2003,
and there is no anticipated recovery for the shareholders. There were no
write-offs during the same period in 2002.
Net unrealized depreciation on equity investments was $206,525 and $433,074
at September 30, 2003, and December 31, 2002, respectively. During the
nine months ended September 30, 2003, the Partnership recorded a decrease
in net unrealized depreciation on equity investments of $1,833,494 compared
to an increase in unrealized depreciation of $1,055,185 for the nine months
ended September 30, 2002. The change in 2003 was attributable to an
increase in the fair value of Acusphere, Inc., a private portfolio company
in the biotechnology industry, an increase in the publicly traded price of
LifeCell Corporation, and the write-off of the Partnership's entire
investment in Prolinx, Inc. The change in 2002 was primarily attributable
to a decrease in the fair value of Acusphere, Inc.
Total investment expenses were $257,797 for the nine months ended September
30, 2003, compared to $524,637 for the same period in 2002. The decrease
is primarily attributable to decreased administrative services, investment
monitoring and professional fees.
Item 4. Procedures and Controls
The undersigned is responsible for establishing and maintaining disclosure
controls and procedures for Technology Funding Medical Partners I, L.P.
Such officer has concluded (based upon his evaluation of these controls and
procedures as of a date within 90 days of the filing of this report) that
Technology Funding Medical Partners I, L.P.'s disclosure controls and
procedures are effective to ensure that information required to be
disclosed by Technology Funding Medical Partners I, L.P. in this report is
accumulated and communicated to Technology Funding Medical Partners I,
L.P.'s management, including its principal executive officers as
appropriate, to allow timely decisions regarding required disclosure.
The certifying officer also has indicated that there were no significant
changes in Technology Funding Medical Partners I, L.P.'s internal controls
or other factors that could significantly affect such controls subsequent
to the date of their evaluation other than changes needed to maintain
adequate separation of duties and responsibilities of personnel in the
ordinary course of business, and there were no corrective actions with
regard to significant deficiencies and material weaknesses.
CERTIFICATION
-------------
I, Charles R. Kokesh, President, Chief Executive Officer, Chief Financial
Officer and Chairman of Technology Funding Inc. and Managing General
Partner of Technology Funding Ltd., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Technology Funding
Medical Partners I, L.P.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the registrant and I have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant is made known to me
by others within the entity, particularly during the period in which
this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the Evaluation Date); and
c) presented in this quarterly report my conclusions about the
effectiveness of the disclosure controls and procedures based on my
evaluation as of the Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the
registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of my
most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: November 13, 2003 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.
II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) No reports on Form 8-K were filed by the Partnership during the
Quarter ended September 30, 2003.
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: November 13, 2003 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.
CERTIFICATION
-------------
In connection with the Technology Funding Medical Partners I, L.P. (the
Partnership) Quarterly Report on Form 10-Q for the period ending
September 30, 2003, as filed with the Securities and Exchange Commission
(the Report), I, Charles R. Kokesh, President, Chief Executive Officer,
Chief Financial Officer and Chairman of Technology Funding Inc. and
Managing General Partner of Technology Funding Ltd., certify, pursuant
to 18 U.S.C. Section 1350, as added Section 906 of the Sarbanes-Oxley
Act of 2002, that:
1. The Report fully complies with the requirements of Section 15(d) of
the Securities Exchange Act of 1934; and
2. To my knowledge, the information contained in the Report fairly
presents, in all material respects, the financial condition and
results of operations of the Partnership as of and for the period
covered by the Report.
Date: November 13, 2003 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.
Technology Funding Medical Partners I 11/13/2003 2:24 PM