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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 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 VENTURE CAPITAL FUND VI, LLC.
------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 94-3266666
- ------------------------------- ---------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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
Liability Company Investor shares.
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 shares of the limited liability company
investor shares ("Shares") exists, and therefore the market value of
such Shares cannot be determined.
Documents incorporated by reference: Portions 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, 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.
PART I
Item 1. BUSINESS
- ------ --------
Technology Funding Venture Capital Fund VI, LLC (the
"Fund") is a limited liability company organized under the
laws of the State of Delaware in February 1997, and was
inactive until it commenced the sale of Shares in January
1998. The purpose of the Fund is to make venture capital
investments in emerging growth companies and preserve
investor capital through risk management and active
involvement with such companies as described in the
"Summary of the Offering" and "Business of the Fund"
sections of the Prospectus dated June 4, 1998. The Fund
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 Fund'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
Fund will continue until December 31, 2007, subject to the
right of the Directors 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 Fund.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------ ---------------------------------------------------
No matter was submitted to a vote of the holders of Shares
of the Fund 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
Shares.
(b) At December 31, 1999, there were 126 shareholders of
record.
(c) The Registrant, does not pay dividends.
Distributions of cash and securities, however, may be
made to the investors in the Fund pursuant to the
Registrant's Operating Agreement.
Item 6. SELECTED FINANCIAL DATA
- ------ -----------------------
For the Years Ended and as of December 31,
------------------------------------------
1999 1998
---- ----
Interest income $ 1,313 5,109
Net realized loss (250,014) (96,994)
Change in net unrealized fair
value of equity investments 67,209 --
Net loss before cumulative
effect of change in accounting
principle (182,805) (96,994)
Cumulative effect of change in
accounting principle (40,000) --
Net loss (222,805) (96,994)
Net loss per Share before
cumulative effect of change
in accounting principle (44.77) (38.70)
Cumulative effect per Share of
change in accounting principle (9.79) --
Net loss per Share (54.56) (38.70)
Total assets 349,515 214,692
Refer to the financial statement Note 1, "Summary of Significant
Accounting Policies", and Note 4, "Allocation of Profits and
Losses", for a description of the method of calculation of net loss
per Share. See Note 2 "Change in Accounting Principle for
Organizational Costs", for description of the change in accounting
principle.
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
$32,992. The Fund received advances from the Investment
Managers for operating expenses totaling $109,191 and paid
$45,026 in compensation to Independent Directors. Other
operating expenses of $98,470 were paid and interest income
of $1,313 was received.
During 1999, the Fund purchased equity investments of
$247,977 in companies in the communications, information
technology and medical/biotechnology industries. The Fund
received proceeds of $74,600 from sales of Investor shares
and $80 from Investment Managers' capital contributions and
paid $1,074 in distribution costs. Net funds deposited to
restricted cash totaled $2,500. The Fund received advances
of $67,000 from the Investment Managers for investment
purchases.
Cash and cash equivalents at December 31, 1999, were $10,829.
Future proceeds from the sales of shares, investment sales,
interest income earned on short-term investments, operating
cash reserves along with Investment Managers' support are
expected to be adequate to fund operations through the next
twelve months.
Results of Operations
- ---------------------
1999 compared to 1998
- ---------------------
Net loss for the years ended December 31, 1999 and 1998 was
$222,805 and $96,994, respectively. The increased loss is
primarily due to a $162,920 increase in operating expenses
and a $40,000 charge for the cumulative effect of a change in
accounting for organizational costs, partially offset by a
$67,209 increase in the net unrealized fair value of equity
investments.
Operating expenses totaled $203,397 and $40,477 for the years
ended December 31, 1999 and 1998, respectively. The Fund
commenced investment operations in March 1999 and,
accordingly, began to incur related investment monitoring and
administrative costs. Professional fees and computer
services also increased commensurate with the Fund's
investing and operating activities.
As explained in Note 2 to the financial statements, the Fund
adopted SOP 98-5 as of January 1, 1999. This adoption
resulted in a $40,000 charge in the first quarter of 1999 to
write off previously capitalized organizational costs in
accordance with SOP 98-5.
During 1999, the $67,209 increase in fair value of equity
investments was due to portfolio companies in the
communications and information technology industries.
Given the inherent risk associated with the business of the
Fund, the future sale of Fund shares and the performance of
portfolio company investments may significantly impact future
operations.
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
- ------- --------------------------------------------------
The Directors are responsible for the management and
administration of the Fund. The Directors consist of three
Independent Directors 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
Investment Managers. The Fund has no executive officers.
Information concerning the ownership of TFL and the business
experience of the key officers of TFI, the partners of TFL
and the Independent Directors is incorporated by reference
from the sections entitled "Management of the Fund - The
Investment Managers, "Management of the Fund - Key Personnel
of the Investment Managers" and "Management of the Fund-The
Fund Directors" on pages 23 to 25 of the Prospectus 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.
Item 11. EXECUTIVE COMPENSATION
- ------- ----------------------
The Registrant has no officers. The Fund pays the Investment
Managers a management fee for supervising the venture capital
operations of the Fund. In 1999, the Fund incurred $10,404
in management fees. As compensation for their services, the
Independent Directors each receive $10,000 annually beginning
on the Commencement Date, $1,000 for each attended meeting of
the Directors, $1,000 for each attended committee meeting
unless such committee meeting is held on the same day as a
meeting of the Directors, and related expenses. For the year
ended December 31, 1999, $37,526 of such fees were incurred.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
- ------- ---------------------------------------------------
MANAGEMENT
- ----------
Not applicable. No Investor beneficially holds more than 5%
of the aggregate number of shares offered for sale, and
neither the Investment Managers nor any of their officers,
directors or partners own any shares. None of the
Independent Directors own any shares.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- ------- ----------------------------------------------
The Registrant, has engaged in no transactions with the
Investment Managers or their officers and partners other than
as described above, in the notes to the financial statements,
or in the Fund's Operating Agreement.
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 and 1998
Statements of Members' Equity for the years
ended December 31, 1999 and 1998
Statements of Cash Flow for the years
ended December 31, 1999 and 1998
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 Operating Agreement (incorporated by
reference to Exhibit A to Registrant's Prospectus
dated 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 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 Members
Technology Funding Venture Capital Fund VI, LLC:
We have audited the accompanying balance sheets of Technology Funding
Venture Capital Fund VI, LLC (a Delaware limited liability company) as of
December 31, 1999 and 1998, and the related statements of operations,
members' equity, and cash flows for the years then ended. These
financial statements are the responsibility of the Fund'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. 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 Venture Capital Fund VI, LLC as of December 31, 1999 and 1998,
and the results of its operations and its cash flows for the years then
ended, 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 $247,977) $315,186 --
Cash and cash equivalents 10,829 153,692
Restricted cash 23,500 21,000
Organizational costs (net of
accumulated amortization of $10,000 in 1998) -- 40,000
------- -------
Total assets $349,515 214,692
======= =======
LIABILITIES AND MEMBERS' EQUITY
Accounts payable and accrued expenses $ 26,734 35,173
Due to related parties 644,455 277,394
------- -------
Total liabilities 671,189 312,567
Commitments, contingencies, and subsequent event
(Notes 1, 3, 5, and 8)
Members' equity
(Shares outstanding of 4,456 and 3,710
in 1999 and 1998, respectively) (321,674) (97,875)
------- -------
Total liabilities and
members' equity $349,515 214,692
======= =======
See accompanying notes to financial statements.
STATEMENTS OF OPERATIONS
- ------------------------
For the Years Ended December 31,
-------------------------------
1999 1998
---- ----
Income:
Interest income $ 1,313 5,109
------- -------
Total income 1,313 5,109
Costs and expenses:
Management fees 10,404 7,420
Independent Directors' compensation 37,526 44,206
Amortization of organizational costs -- 10,000
Operating expenses:
Investment operations 24,969 --
Administrative and investor services 113,812 4,068
Professional fees 44,482 36,409
Computer services 20,134 --
------- -------
Total operating expenses 203,397 40,477
------- -------
Total costs and expenses 251,327 102,103
------- -------
Net realized loss (250,014) (96,994)
Change in net unrealized fair value
of equity investments 67,209 --
------- -------
Net loss before cumulative effect of
change in accounting principle (182,805) (96,994)
Cumulative effect of change in
accounting principle (Note 2) (40,000) --
------- -------
Net loss $(222,805) (96,994)
======= =======
Net loss per Share before cumulative
effect of change in accounting
principle $ (44.77) (38.70)
Cumulative effect per Share of change
in accounting principle (Note 2) (9.79) --
------- -------
Net loss per Share $ (54.56) (38.70)
======= =======
See accompanying notes to financial statements.
STATEMENTS OF MEMBERS' EQUITY
- ----------------------------
For the years ended December 31, 1999 and 1998:
Deferred
Investment Distribution
Investors Managers Costs Total
--------- ---------- ------------ -----
Sales of Fund shares $371,000 -- -- 371,000
Investment Managers'
capital contributions -- 371 -- 371
Deferred distribution costs -- -- (372,252) (372,252)
Net loss (96,024) (970) -- (96,994)
------- ----- ------- -------
Members' equity, December 31, 1998 274,976 (599) (372,252) (97,875)
Sales of Fund shares 74,600 -- -- 74,600
Investment Managers'
capital contributions -- 80 -- 80
Deferred distribution costs -- -- (75,674) (75,674)
Net loss (220,577) (2,228) -- (222,805)
------- ----- ------- -------
Members' equity, December 31, 1999 $128,999 (2,747) (447,926) (321,674)
======= ===== ======= =======
See accompanying notes to financial statements.
STATEMENTS OF CASH FLOWS
- -----------------------
For the years ended December 31,
--------------------------------
1999 1998
---- ----
Cash flows from operating activities:
Interest received $ 1,313 5,109
Cash paid to vendors (98,470) (5,304)
Cash paid to related parties -- (25,232)
Cash advances received from related
parties, net 64,165 --
------- -------
Net cash used by operating activities (32,992) (25,427)
------- -------
Cash flows from investing activities:
Purchase of equity investments (247,977) --
------- -------
Net cash used by investing activities (247,977) --
------- -------
Cash flows from financing activities:
Proceeds from sale of investor shares 74,600 371,000
Investment Managers' capital contributions 80 371
Payments for organizational and
distribution costs (1,074) (171,252)
Payments to restricted cash (2,500) (21,000)
Proceeds from Investment Manager for
investment purchases 67,000 --
------- -------
Net cash provided by financing activities 138,106 179,119
------- -------
Net (decrease) increase in cash and
cash equivalents (142,863) 153,692
Cash and cash equivalents at beginning
of year 153,692 --
------- -------
Cash and cash equivalents at end of year $ 10,829 153,692
======= =======
Reconciliation of net loss to net
cash provided by operating activities:
Net loss $(222,805) (96,994)
Adjustments to reconcile net loss to
net cash used by operating activities:
Amortization of organizational costs -- 10,000
Cumulative effect of change in
accounting principle 40,000 --
Change in net unrealized fair value of
equity investments (67,209) --
Changes in assets and liabilities net of
effects from noncash financing activities:
Accounts payable and accrued expenses (8,439) 35,173
Due to related parties 225,461 26,394
------- -------
Net cash used by operating activities $ (32,992) (25,427)
======= =======
Noncash financing activities:
Deferred distribution costs due
to Investment Managers $ 74,600 251,000
======= =======
See accompanying notes to financial statements.
NOTES TO FINANCIAL STATEMENTS
- -----------------------------
1. Summary of Significant Accounting Policies
------------------------------------------
General
-------
Technology Funding Venture Capital Fund VI, LLC (the Fund) is a
Delaware limited liability company (LLC) organized in February 1997.
The Fund has elected to be regulated as a business development company
under the Investment Company Act of 1940, as amended (the Act). The
Fund will operate as a nondiversified investment company as defined in
the Act.
The Fund's investment objectives are long-term capital appreciation
from venture capital investments in emerging growth companies and
preservation of investor capital through risk management and active
involvement with such companies.
The Fund's Investment Managers are Technology Funding Ltd. (TFL) and
Technology Funding Inc. (TFI), a wholly owned subsidiary of TFL. Three
Independent Directors and two persons affiliated with the Investment
Managers (Affiliated Directors) serve as Directors of the Fund. The
Investment Managers are responsible for the Fund's investments, subject
to the supervision of the Directors.
From February 1997 through January 22, 1998, the Fund was inactive.
The Fund is offering 1,000,000 shares in an aggregate amount of up to
$100,000,000. The offering commenced on January 22, 1998, (the
Commencement Date). There is no minimum offering amount. The shares
are being offered and sold through Technology Funding Securities
Corporation (TFSC), a wholly owned subsidiary of TFI, and a registered
member of the National Association of Securities Dealers, Inc. The
offering is continuing and may terminate at the discretion of the
Investment Managers, no later than June 4, 2000, unless further
extended.
The Fund's fiscal year-end is December 31. The Fund will continue until
December 31, 2007, subject to the right of the Directors to extend the
term for up to two additional two-year periods.
Preparation of Financial Statements
-----------------------------------
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.
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 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 $65,545 at December 31, 1999.
All investments which are not publicly traded are valued at fair market
value as determined by the Investment Managers in the absence of
readily ascertainable market values. Investments valued under this
method were $249,641 at December 31, 1999. 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 Investment
Managers, indicate a change in value.
Where, in the opinion of the Investment Managers, events indicate that
the fair value of equity investments 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.
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 Fund considers all money market and short-
term investments with an original maturity of three months or less to
be cash equivalents.
Deferred Distribution Costs
---------------------------
Distribution costs primarily consist of offering costs incurred
pursuant to a Distribution Agreement with TFSC and TFI (the
Distributors). The Fund will reimburse the Distributors for such costs
up to an amount not exceeding 10.5% of the total proceeds raised in
this offering. Any distribution costs paid to the Distributor in
excess of this limitation will be reimbursed to the Fund prior to the
end of the offering period. If the Fund had not sold any additional
shares from January 1, 2000 through the end of its offering period,
distribution costs would have been limited to $46,788. Distribution
costs charged to the Fund through December 31, 1999 in excess of the
limitation would have totaled $401,138 and would have been borne by the
Distributors. Cash payments made by the Fund through December 31, 1999
for such excess costs totaled $73,212 and would have been reimbursable
to the Fund by the Distributor. The Fund reports these deferred
distribution costs, to the extent that investor capital has been
raised, as a liability and as a deduction from Members' equity.
Merchant fees charged on shares purchased by credit card are also
included in deferred distribution costs. Merchant fees paid by the
Fund totaled $1,141 and $1,252 during 1999 and 1998, respectively.
Provision for Income Taxes
--------------------------
No provision for income taxes has been made by the Fund as the Fund has
elected to be treated as a partnership for income tax purposes, and,
therefore, the Fund is not directly subject to taxation. The LLC
members are to report their respective shares of LLC income or loss on
their individual tax returns.
Net Loss Per Investor Share
---------------------------
Net loss per investor share is calculated by dividing the weighted
average number of investor shares outstanding for the years ended
December 31, 1999 and 1998 of 4,043 and 2,481 shares, respectively,
into total net loss allocated to investors. The Investment Managers
contributed an amount equal to 0.1% of investors' capital contributions
and did not receive any shares.
2. Change in Accounting Principle for Organizational Costs
----------------------------------------------------
Effective January 1, 1999, the Fund adopted the provisions of the
American Institute of Certified Public Accountants' Statement of
Position 98-5, "Reporting on the Costs of Start-up Activities" ("SOP
98-5.") SOP 98-5 specifies that organizational costs should be
expensed as incurred rather than capitalized and subsequently
amortized.
The effect of adopting SOP 98-5 on net loss before the cumulative
effect of the change in accounting principle for the year ended
December 31, 1999 was to reduce the loss by $10,000, or $2.45 per
Share. The effect on net loss (including a non-cash charge of $40,000,
or $9.79 per share, for the cumulative effect as of January 1, 1999)
was an increase of $30,000, or $7.34 per Share. The cumulative effect
of this change on the Fund's balance sheet as of January 1, 1999 was to
reduce organizational costs by $40,000.
The pro forma effect of retroactive application of this accounting
principle would have resulted in net loss for the years ended December
31, 1999 and 1998 of $182,805 and $136,994, respectively, and net loss
per Share of $44.77 and $54.67, respectively.
3. Related Party Transactions
--------------------------
Related party costs are included in costs and expenses shown on the
Statement of Operations. Related party costs were as follows:
1999 1998
-------- -------
Management fees $10,404 7,420
Independent Directors' compensation 37,526 44,206
Reimbursable operating expenses:
Investment operations 23,329 --
Administrative and investor services 69,903 --
Computer services 20,134 --
Amortization of organizational costs -- 10,000
Management fees are equal to 2% of total investor capital contributions
for each of the years of Fund operation during the offering period. In
subsequent years, the management fee will be 2% of the cost basis of
Fund assets. Management fees compensate the Investment Managers solely
for Investment Manager Overhead (as defined in the Operating Agreement)
incurred in supervising the investment operations of the Fund.
Pursuant to the Operating Agreement, a full first-year fee is paid to
the Investment Managers as each additional investor is admitted to the
Fund, regardless of the date the investor is admitted. Management fees
payable were $17,824 and $7,420 at December 31, 1999 and 1998,
respectively.
Pursuant to the Operating Agreement, the Fund shall reimburse the
Investment Managers for operational costs incurred by the Investment
Managers in conjunction with the business of the Fund. Amounts due to
related parties for operational costs and cash advances for investment
purchases were $301,031 and $11,474 at December 31, 1999 and 1998,
respectively.
The Fund reimburses the Investment Managers and Distributors for
organizational and distribution costs. Distribution costs charged to
the Fund by related parties during 1999 and 1998 were $74,600 and
$371,000, respectively, and distribution costs payable at December 31,
1999 and 1998 were $325,600 and $251,000, respectively. As discussed
in Note 8, additional distribution costs have been and will be incurred
by the Distributors. These additional costs will be payable by the
Fund as additional investor capital is raised.
As compensation for their services, the Independent Directors each
receive $10,000 annually beginning on the Commencement Date plus $1,000
for each of the Directors meetings attended. For the periods ended
December 31, 1999 and 1998, such fees incurred by the Fund were $37,526
and $44,206, respectively. At December 31, 1999 and 1998, fees payable
to Independent Directors were $0 and $7,500, respectively.
The Investment Managers contribute capital equal to 0.1% of total
capital contributions made by the investors, payable as capital
contributions are made by such investors. Through December 31, 1999,
the Investment Managers contributed capital of $451.
Effective November 1, 1997, TFL assigned its California office lease to
Technology Funding Property Management LLC (TFPM), an entity that is
affiliated to the Investment Manager. Effective December 31, 1998,
TFPM was acquired by TFL. Under the terms of a rent agreement, TFL
charges the Fund 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 Fund for its
share of computer support costs. These amounts are included in
computer services expenses.
4. Allocation of Profits and Losses
--------------------------------
Net profits and losses of the Fund are allocated as follows:
(a) Profits
i) First, to those investors and Investment Managers with
deficit capital account balances until the deficits have
been eliminated; then,
ii) Second, to those investors and Investment Managers as
necessary to offset net loss previously allocated under
(b)(ii) below; then,
iii) Third, 80% to the investors in proportion to capital
account balances, and 20% to the Investment Managers.
(b) Losses
i) First, to the investors and Investment Managers as
necessary to offset net profit previously allocated to
the investors under (a)(iii) above; then,
ii) Second, 99% to the investors and 1% to the Investment
Managers.
Losses allocable to investors in excess of their capital account
balances will be allocated to investors that have positive balances in
their capital accounts in proportion to the respective amounts of such
positive balances until all such balances have been reduced to zero and
thereafter solely to the Investment Managers. Net profit thereafter
otherwise allocable to the investors will be allocated to the
Investment Managers to the extent of such allocated losses. In no
event shall the Investment Managers be allocated less than 1% of the
net profit of the Fund, plus their pro rata share based on capital
contributed.
5. Equity Investments
------------------
The Fund commenced investing activities in March 1999. At December 31, 1999, equity investments
consisted of:
December 31, 1999
------------------------
Investment Cost Fair
Industry/Company Position Date Shares Basis Value
- ---------------- -------- ---------- --------- ---------- ---------
Communications
- --------------
Women.com Networks, Common
Inc. (a) shares 1999 6,048 $60,480 65,545
Information Technology
- ----------------------
WorldRes, Inc. (a) (b) Preferred
shares 1999 11,157 67,500 129,644
Medical/Biotechnology
- ---------------------
Biex, Inc. (a) (b) Preferred
shares 1999 23,076 59,997 59,997
Sanarus Medical, Preferred
Inc. (a) (b) shares 1999 40,000 60,000 60,000
------- -------
Total equity investments at December 31, 1999 $247,977 315,186
======= =======
Legend and footnotes:
(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) The Fund has no income-producing securities.
Biex, Inc.
- ----------
In March 1999, the Fund purchased 23,076 Series F Preferred shares for
$59,997.
Sanarus Medical, Inc.
- ---------------------
In November 1999, the Fund purchased 40,000 Series A Preferred shares for
$60,000. The purchase was funded, in part, by cash advances from the
Investment Managers.
Women.com Networks, Inc.
- ------------------------
In May, 1999, the Fund purchased 6,048 Series E Preferred shares for
$60,480. This purchase was funded, in part, by cash advances from the
Investment Managers.
In October 1999, the Company completed an initial public offering priced
at $10 per common share and the Partnership's Preferred shares were
converted to 6,048 common shares. The Fund may not sell its shares prior
to April 2000.
Subsequent to December 31, 1999, the fair value of the fund's Women.com
Networks, Inc. investment decreased by $19,618 as a result of a decrease
in the publicly traded market price at March 20, 2000.
WorldRes, Inc.
- --------------
In March 1999, the Fund purchased 11,157 Series D Preferred shares for
$67,500.
In November 1999, the company completed an additional round of financing
in which the Fund did not participate. The pricing of this round, in
which third parties participated, indicated a $62,144 increase in the
fair value of the Fund's existing investment.
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 includes a line item entitled "Change in net
unrealized fair value of equity investments." The table below discloses
details of the changes:
For the Year Ended
December 31, 1999
------------------
Increase in fair value from cost of non-marketable
equity securities $67,209
------
Net unrealized fair value increase from cost at end
of year 67,209
Net unrealized fair value increase from cost at
beginning of year --
------
Change in net unrealized fair value of equity
investments $67,209
======
7. Cash and Cash Equivalents
-------------------------
Cash and cash equivalents at December 31, 1999 and 1998 consisted of:
1999 1998
------ ------
Demand account $ 9,966 1,500
Money-market account 863 152,192
------ -------
Total $10,829 153,692
====== =======
As of December 31, 1999, the Fund's monies were on deposit at a single
financial institution.
8. Commitments and Contingencies
-----------------------------
As discussed in Note 3, the Fund reimburses the Distributors for
distribution costs incurred in connection with the offering of its
shares. The Distributors expect the Fund to reimburse these costs to the
extent capital has been raised. At December 31, 1999, the Distributors
had incurred distribution costs totaling $2,849,007, of which $120,000
has been paid and $325,600 has been recorded as a liability of the Fund,
with the remaining portion of $2,523,407 payable to the Distributors as
additional capital is raised. Additional distribution costs are expected
to be incurred throughout the offering period and will be payable by the
Fund as additional capital is raised. The Fund's total distribution
costs, however, are limited to 10.5% of the offering proceeds. Any
distribution costs in excess of this limitation will be reimbursed to the
Fund no later than the end of the offering period (see Note 1.)
Under terms of an agreement with the Fund's bank, the use of the funds
arising from sales of shares via automatic clearing house (ACH) wire
transfers and credit card transactions are restricted for a maximum
period of 90 days. At December 31, 1999, such restricted funds totaled
$23,500.
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 VENTURE CAPITAL FUND VI, LLC
By: TECHNOLOGY FUNDING INC.
Investment Manager
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.