<PAGE>
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, 1996
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. 0-15766
TECHNOLOGY FUNDING SECURED INVESTORS I
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
CALIFORNIA 94-2944800
- ------------------------------- ------------------------------------
(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)
(415) 345-2200
--------------------------------------------------
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Limited
Partnership Units
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ]
No active market for the units of limited partnership interests ("Units")
exists, and therefore the market value of such Units cannot be
determined.
Documents incorporated by reference: Portions of the Prospectus dated
May 5, 1986, forming a part of Registration Statement No. 2-96022 under
the Securities Act of 1933 are incorporated by reference in Parts I and
III, hereof. Portions of the Prospectus of Technology Funding Medical
Partners I, L.P., as modified by Cumulative Supplement No. 4 dated
January 4, 1995, forming a part of the May 3, 1993, Pre-Effective
Amendment No. 3 to the Form N-2 Registration Statement No. 33-54002 dated
October 30, 1992, are incorporated by reference in Part III hereof.
<PAGE>
PART I
Item 1. BUSINESS
- ------ --------
Technology Funding Secured Investors I (hereinafter referred to
as the "Partnership" or the "Registrant") was formed as a
California limited partnership on August 31, 1984. The business
of the Partnership is to provide secured loans and to acquire
equity interests in new and developing companies as described in
the "Summary of the Offering" and "Business of the Partnership"
sections of the Prospectus dated May 5, 1986, that forms a part
of Registrant's Form S-1 Registration Statement No. 2-96022,
which sections are incorporated herein by reference. Additional
characteristics of the Partnership's business are discussed in
the "Risk Factors" and "Conflicts of Interest" sections of the
Prospectus, which sections are also incorporated herein by
reference. The Partnership's Amended and Restated Limited
Partnership Agreement ("Partnership Agreement") provides that
the Partnership will continue until December 31, 2004, unless
dissolved earlier.
Item 2. PROPERTIES
- ------ ----------
The Registrant has no material physical properties.
Item 3. LEGAL PROCEEDINGS
- ------ -----------------
Except as disclosed in Note 8 to the financial statements, 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 ordinary routine litigation incidental to
the business of the Partnership.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------ ---------------------------------------------------
No matter was submitted to a vote of the holders of units of
limited partnership interests ("Units") during 1996.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
- ------ -------------------------------------------------------------
MATTERS
-------
(a) There is no established public trading market for the
Units.
(b) At December 31, 1996, there were 5,924 record holders of
Units.
(c) The Registrant, being a partnership, does not pay
dividends. Cash distributions, however, may be made to the
partners in the Partnership pursuant to the Registrant's
Partnership Agreement.
Item 6. SELECTED FINANCIAL DATA
- ------ -----------------------
<TABLE>
<CAPTION>
For the Years Ended and As of December 31,
-----------------------------------------------------------------
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Total income $ 28,460 188,104 156,925 376,496 1,312,184
Net operating (loss)
income (342,248) (791,505) (446,132) (409,865) 94,594
Net realized gain from sales
of equity investments 30,189 540,349 355,016 -- 743,567
Realized losses from
investment write-downs (5,000) (2,988,395) (514,251) (5,320,352) (715,875)
Recoveries from investments
previously written off -- -- 45,290 80,357 --
Net realized (loss)
income (317,059) (3,239,551) (560,077) (5,649,860) 122,286
Change in net unrealized
fair value:
Equity investments 96,606 2,389,463 (2,127,420) 2,295,838 (2,959,810)
Secured notes receivable (185,000) (20,000) 549,000 660,000 (654,696)
Net loss (405,453) (870,088) (2,138,497) (2,694,022) (3,492,220)
Net realized (loss)
income per Unit (3) (28) (5) (48) 1
Total assets 1,047,088 1,900,971 2,270,238 4,424,424 8,768,510
Distributions declared -- -- -- 900,092 2,700,080
Distributions declared
per Unit (1) -- -- -- 8 23
(1) Calculation is based on weighted average number of Limited Partner Units
outstanding during the year.
</TABLE>
Refer to financial statement notes entitled "Summary of
Significant Accounting Policies" and "Allocation of Profits and
Losses" for a description of the method of calculation for net
realized (loss) income per Unit.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
- ------ -----------------------------------------------------------
AND RESULTS OF OPERATIONS
- -------------------------
Liquidity and Capital Resources
- -------------------------------
In 1996, net cash used by operating activities totaled $778,116.
The Partnership paid management fees of $25,365 to the Managing
General Partner, reimbursed related parties for operating
expenses of $639,924, and received $3,977 from affiliated
partnerships for net loan participations. Other operating
expenses of $191,554 were paid and interest income of $28,460
was received. In addition, the Partnership received a
collection expense reimbursement of $46,290 from portfolio
companies.
During 1996, the partnership issued $50,902 in secured notes
receivable primarily to portfolio companies in the computers and
computer equipment industry. Repayments of notes receivable
provided cash of $162,764 and proceeds from investment sales
totaled $31,439. The Partnership also purchased an equity
investment for $3,300. As disclosed in Note 8 to the financial
statements, the Partnership is an indirect party to litigation,
of which the probability and amount of loss, if any, is not
presently determinable.
Beginning in 1991, the Partnership entered the liquidation stage
and began to distribute its available cash. The Partnership has
distributed a major portion of its available cash and is now at
the stage in its liquidation process where future distributions
are primarily dependent on loan repayments and equity investment
sales.
Cash and cash equivalents at December 31, 1996, were $291,452.
Operating cash reserves, proceeds from sales of equity
investments, repayments of secured notes receivable, and
Managing General Partner's support are expected to be sufficient
to fund Partnership operations through the next twelve months.
Results of Operations
- ---------------------
1996 compared to 1995
- ---------------------
Net losses for 1996 and 1995 were $405,453 and $870,088,
respectively. The improvement was primarily attributable to a
$2,983,395 decrease in realized losses from investment write-
downs and a $648,464 decrease in operating expenses, mostly
offset by a $2,292,857 decrease in the change in net unrealized
fair value of equity investments, and a $510,160 decrease in net
realized gain from sales of equity investments.
Investment write-downs in 1996 and 1995 totaled $5,000 and
$2,988,395, respectively. The 1995 write-down related to equity
investments in portfolio companies in the medical and
retail/consumer product industries.
Total operating expenses were $281,002 and $929,466 in 1996 and
1995, respectively. As discussed in Note 4 to the financial
statements, the 1995 operating expenses included additional
administrative and investor services expenses of $598,415. The
1996 operating expenses, as discussed in Note 7 to the financial
statements, included expense reimbursements of $46,290. Had the
1996 reimbursements not occurred and had the 1995 additional
expenses been recorded in prior years, the 1996 and 1995 total
operating expenses would have been $327,292 and $369,042,
respectively. The decrease was primarily due to lower
administrative and investor services, and lending operations and
investment management expenses from reduced overall portfolio
activities.
During 1996, the Partnership recorded an increase of $96,606 in
equity investment fair value primarily due to increases in the
medical, microelectronics, and telecommunications industries,
partially offset by decreases in the industrial/business
automation industry. In 1995, the $2,389,463 increase was
mostly due to the reversal of unrealized losses, which were
realized as investment write-downs as discussed above.
During 1996, the Partnership realized a gain of $30,189 mainly
from the sale of Hybridon, Inc., stock. In 1995, the realized
gain of $540,349 primarily related to the sale of equity
investments in IKOS Systems, Inc., and 3Com Corporation.
The Partnership recorded secured notes receivable fair value
decreases of $185,000 and $20,000 in 1996 and 1995,
respectively, based upon the levels of loan loss reserves deemed
adequate by the Managing General Partner at the respective year
ends.
In 1996, secured notes receivable interest income was $3,850
compared to $142,791 in 1995; the 1995 amount included
nonrecurring warrant income of $45,000 from the Integrated
Network Corporation warrant redemption. The 1995 secured notes
receivable interest income would have been $97,791 without such
income. The remaining decrease was primarily due to lower
interest-bearing notes receivable balances. At December 31,
1996, the remaining portfolio was on non-accrual status due to
uncertainty of the borrowers' financial conditions.
Given the inherent risk associated with the business of the
Partnership, the future performance of portfolio company
investments may significantly impact future operations.
1995 compared to 1994
- ---------------------
Net losses for 1995 and 1994 were $870,088 and $2,138,497,
respectively. The decrease in net loss was primarily
attributable to a $4,516,883 increase in the change in net
unrealized fair value of equity investments and a $185,333
increase in net realized gain from sales of equity investments.
These changes were partially offset by a $2,474,144 increase in
realized losses from investment write-downs, a $569,000 decrease
in the change in the net unrealized fair value of secured notes
receivable, and a $414,043 increase in total operating expenses.
In 1995, the increase in net unrealized fair value of equity
investments of $2,389,463 was mostly due to the reversal of
unrealized losses, which were realized from investment write-
downs for portfolio companies in the medical and retail/consumer
product industries. Realized losses from investment write-downs
were $2,988,395 and $514,251 in 1995 and 1994, respectively; the
1994 write-downs primarily related to an equity investment in
the medical industry. The 1994 decrease in fair value of
$2,127,420 was primarily due to the conversion of notes
receivable to equity investments at fair values lower than cost
for a portfolio company in the medical industry.
During 1995, the Partnership recorded a net realized gain of
$540,349 primarily from the sale of IKOS Systems, Inc., and 3Com
Corporation. The $355,016 net realized gain recorded in 1994
was mainly from the sale of Micro Decisionware, Inc.
The Partnership recorded a decrease in the fair value of secured
notes receivable of $20,000 in 1995, compared to an increase of
$549,000 in 1994, based upon the levels of loan loss reserves
deemed adequate by the Managing General Partner at the
respective year ends. The 1994 increase primarily related to
the conversion of notes receivable to equity investments as
discussed above.
Total operating expenses were $929,466 and $515,423 in 1995 and
1994, respectively. As discussed in Note 4 to the financial
statements, had the additional operating expenses been recorded
in prior years, the 1995 and 1994 total operating expenses would
have been $369,042 and $556,196, respectively. The decrease was
primarily due to lower lending operations and investment
management expenses, and administrative and investor services
expenses from reduced overall portfolio activities.
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
- ------------------------
Registrant has reported no disagreements with its accountants on
matters of accounting principles or practices or financial
statement disclosure.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- ------- --------------------------------------------------
As a partnership, the Registrant has no directors or executive
officers. Technology Funding Ltd., a California limited
partnership ("TFL"), and Technology Funding Inc., a California
corporation ("TFI"), and wholly owned subsidiary of TFL, are the
General Partners of the Partnership. TFI is the Managing
General Partner. Information concerning the ownership of TFL
and the business experience of the key officers of TFI and the
partners of TFL is incorporated by reference from the sections
entitled "Management of the Partnership - The General Partners"
and "Management of the Partnership - Key Personnel" in the
Prospectus, which are incorporated herein by reference. Changes
in this information that have occurred since the date of the
Prospectus are included in the Technology Funding Medical
Partners I, L.P. Prospectus, as modified by Cumulative
Supplement No. 4 dated January 4, 1995, forming a part of the
May 3, 1993, Pre-Effective Amendment No. 3 to the Form N-2
Registration Statement No. 33-54002, dated October 30, 1992,
which is incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION
- ------- ----------------------
As a partnership, the Registrant has no officers or directors.
In 1996, the Partnership incurred $25,365 in management fees.
The management fees are designed to compensate the General
Partners for General Partner Overhead incurred in performing
management duties for the Partnership through December 31, 1996.
General Partner Overhead includes the General Partners' share of
rent and utilities, and certain salaries and benefits paid by
the General Partners in performing their obligations to the
Partnership.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- ------- --------------------------------------------------------------
Not applicable. No Limited Partner beneficially holds more than
5% of the aggregate number of Units held by all Limited
Partners, and neither the General Partners nor any of their
officers, directors or partners own any Units. The General
Partners control the affairs of the Partnership pursuant to the
Partnership Agreement.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- ------- ----------------------------------------------
The Registrant, or its investee companies, have engaged in no
transactions with the General Partners or their officers and
partners other than as described above, in the notes to the
financial statements, or in the Prospectus.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
- ------- -------------------------------------------------------
FORM 8-K
- --------
(a) List of Documents filed as part of this Annual Report on
Form 10-K
(1) Financial Statements - the following financial statements
are filed as a part of this Report:
Independent Auditors' Report
Balance Sheets as of December 31, 1996 and 1995
Statements of Operations for the years ended
December 31, 1996, 1995 and 1994
Statements of Partners' Capital for the years ended
December 31, 1996, 1995 and 1994
Statements of Cash Flows for the years ended
December 31, 1996, 1995 and 1994
Notes to Financial Statements
(2) Financial Statement Schedules
All schedules have been omitted because they are not
applicable or the required information is included in the
financial statements or the notes thereto.
(3) Exhibits
Registrant's Amended and Restated Limited Partnership
Agreement (incorporated by reference to Exhibit A to
Registrant's Prospectus dated May 5, 1986, included in
Registration Statement No. 2-96022 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, 1996.
(c) Financial Data Schedule for the year ended and as of December
31, 1996 (Exhibit 27).
<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------
The Partners
Technology Funding Secured Investors I:
We have audited the accompanying balance sheets of Technology Funding
Secured Investors I (a California limited partnership) as of December 31,
1996 and 1995, and the related statements of operations, partners'
capital, and cash flows for each of the years in the three-year period
ended December 31, 1996. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of certain loans and
securities owned, by correspondence with the individual borrowing and
investee companies, and a physical examination of securities held by a
safeguarding agent as of December 31, 1996 and 1995. 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 Secured Investors I as of December 31, 1996 and 1995, and the
results of its operations and its cash flows for each of the years in the
three-year period ended December 31, 1996, in conformity with generally
accepted accounting principles.
San Francisco, California
March 27, 1997 /S/KPMG Peat Marwick LLP
<PAGE>
BALANCE SHEETS
- --------------
<TABLE>
<CAPTION>
December 31,
-------------------------------
1996 1995
---- ----
<S> <C> <C>
ASSETS
Investments:
Secured notes receivable, net
(cost basis of $720,724 and
$832,586 in 1996 and 1995,
respectively) $ 280,724 577,586
Equity investments (cost basis
of $262,997 and $265,947 in
1996 and 1995, respectively) 467,491 373,835
--------- ---------
Total investments 748,215 951,421
Cash and cash equivalents 291,452 941,985
Other assets 7,421 7,565
--------- ---------
Total $1,047,088 1,900,971
========= =========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 36,000 30,700
Due to related parties 31,990 420,507
Other liabilities 6,386 59,181
--------- ---------
Total liabilities 74,376 510,388
Commitments, contingencies,
and subsequent event
(Notes 4, 8 and 10)
Partners' capital:
Limited Partners
(Units outstanding of 109,904 and
111,101 in 1996 and 1995,
respectively) 1,254,236 1,580,542
General Partners (46,018) (42,847)
Net unrealized fair value (decrease)
increase from cost:
Secured notes receivable (440,000) (255,000)
Equity investments 204,494 107,888
--------- ---------
Total partners' capital 972,712 1,390,583
--------- ---------
Total $1,047,088 1,900,971
========= =========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
STATEMENTS OF OPERATIONS
- ------------------------
<TABLE>
<CAPTION>
For the Years Ended December 31,
-------------------------------------
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Income:
Secured notes receivable
interest $ 3,850 142,791 130,413
Short-term investment interest 24,610 45,313 24,090
Other income -- -- 2,422
--------- --------- ---------
Total income 28,460 188,104 156,925
Costs and expenses:
Management fees 25,365 40,172 71,504
Other investment expenses 64,341 9,971 16,130
Operating expenses:
Administrative and investor
services 170,359 755,568 236,113
Lending operations and
investment management 9,298 74,232 167,991
Computer services 62,872 57,297 74,974
Professional fees 38,473 42,369 36,345
--------- --------- ---------
Total operating expenses 281,002 929,466 515,423
--------- --------- ---------
Total costs and expenses 370,708 979,609 603,057
--------- --------- ---------
Net operating loss (342,248) (791,505) (446,132)
Net realized gain from sales of
equity investments 30,189 540,349 355,016
Realized losses from
investment write-downs (5,000) (2,988,395) (514,251)
Recoveries from investments
previously written off -- -- 45,290
--------- --------- ---------
Net realized loss (317,059) (3,239,551) (560,077)
Change in net unrealized
fair value:
Equity investments 96,606 2,389,463 (2,127,420)
Secured notes receivable (185,000) (20,000) 549,000
--------- --------- ---------
Net loss $ (405,453) (870,088) (2,138,497)
========= ========= =========
Net realized loss
per Unit $ (3) (28) (5)
========= ========= =========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
STATEMENTS OF PARTNERS' CAPITAL
- -------------------------------
<TABLE>
<CAPTION>
For the years ended December 31, 1996, 1995 and 1994:
Net Unrealized Fair Value
Increase (Decrease) From Cost
-----------------------------
Limited General Equity Secured Notes
Partners Partners Investments Receivable Total
-------- -------- ----------- ---------- -----
<S> <C> <C> <C> <C> <C>
Partners' capital,
December 31, 1993 $ 5,439,172 (183,214) (154,155) (784,000) 4,317,803
Repurchase of limited
partnership interests (17,745) -- -- -- (17,745)
Net realized loss (554,476) (5,601) -- -- (560,077)
Change in net unrealized fair
value:
Equity investments -- -- (2,127,420) -- (2,127,420)
Secured notes receivable -- -- -- 549,000 549,000
---------- ------- --------- --------- ----------
Partners' capital,
December 31, 1994 4,866,951 (188,815) (2,281,575) (235,000) 2,161,561
General Partner capital
contribution -- 178,364 -- -- 178,364
Repurchase of limited
partnership interests (79,254) -- -- -- (79,254)
Net realized loss (3,207,155) (32,396) -- -- (3,239,551)
Change in net unrealized fair
value:
Equity investments -- -- 2,389,463 -- 2,389,463
Secured notes receivable -- -- -- (20,000) (20,000)
---------- ------- --------- --------- ----------
Partners' capital,
December 31, 1995 1,580,542 (42,847) 107,888 (255,000) 1,390,583
Repurchase of limited
partnership interests (12,418) -- -- -- (12,418)
Net realized loss (313,888) (3,171) -- -- (317,059)
Change in net unrealized fair
value:
Equity investments -- -- 96,606 -- 96,606
Secured notes receivable -- -- -- (185,000) (185,000)
---------- ------- --------- --------- ----------
Partners' capital,
December 31, 1996 $ 1,254,236 (46,018) 204,494 (440,000) 972,712
========== ======= ========= ========= ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
STATEMENTS OF CASH FLOWS
- ------------------------
<TABLE>
<CAPTION>
For the Years Ended December 31,
------------------------------------
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Cash flows from operating
activities:
Interest received $ 28,460 191,582 180,083
Cash paid to vendors (191,554) (77,921) (198,895)
Cash paid to related parties (665,289) (266,517) (445,321)
Cash received from (paid to)
affiliated partnerships 3,977 (2,677) (5,058)
Reimbursements of collection
expenses from portfolio
companies 46,290 -- --
------- --------- ---------
Net cash used by
operating activities (778,116) (155,533) (469,191)
------- --------- ---------
Cash flows from investing
activities:
Secured notes receivable issued (50,902) (193,000) (347,000)
Repayments of secured notes
receivable 162,764 279,748 406,773
Proceeds from sales of equity
investments 31,439 556,341 418,020
Recoveries from investments
previously written off -- -- 45,290
Purchase of equity investments (3,300) (961) (69,633)
------- --------- ---------
Net cash provided by investing
activities 140,001 642,128 453,450
------- --------- ---------
Cash flows from financing
activities:
Repurchase of limited
partnership interests (12,418) (79,254) (17,745)
------- --------- ---------
Net cash used by financing
activities (12,418) (79,254) (17,745)
------- --------- ---------
Net (decrease) increase in
cash and cash equivalents (650,533) 407,341 (33,486)
Cash and cash equivalents at
beginning of year 941,985 534,644 568,130
------- --------- ---------
Cash and cash equivalents at
end of year $ 291,452 941,985 534,644
======= ========= =========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
STATEMENTS OF CASH FLOWS (continued)
- -----------------------------------
<TABLE>
<CAPTION>
For the Years Ended December 31,
------------------------------------
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Reconciliation of net loss
to net cash used by
operating activities:
Net loss $ (405,453) (870,088) (2,138,497)
Adjustments to reconcile net
loss to net cash used
by operating activities:
Net realized gain from sales of
equity investments (30,189) (540,349) (355,016)
Amortization of discount
related to warrants -- (14,766) (1,042)
Realized losses from investment
write-downs 5,000 2,988,395 514,251
Recoveries from investments
previously written off -- -- (45,290)
Change in net unrealized
fair value:
Equity investments (96,606) (2,389,463) 2,127,420
Secured notes receivable 185,000 20,000 (549,000)
Changes in:
Accrued interest on secured and
convertible notes receivable -- 13,244 24,200
Other assets 144 55,096 (46,973)
Due to/from related parties (388,517) 597,735 (2,773)
Other liabilities (52,795) (1,139) 4,016
Other, net 5,300 (14,198) (487)
--------- --------- ---------
Net cash used by
by operating activities $ (778,116) (155,533) (469,191)
========= ========= =========
Non-cash investing activities:
Additions to equity investments $ -- 73,085 51,706
========= ========= =========
Conversion of secured notes
receivable to equity investments $ -- 2,816 2,082,107
========= ========= =========
Non-cash exercise of warrants $ 8,497 63,330 15,378
========= ========= =========
Non-cash financing activities:
General Partner capital
contribution (see Note 4) $ -- 178,364 --
========= ========= =========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
- -----------------------------
1. Summary of Significant Accounting Policies
------------------------------------------
Organization
- ------------
Technology Funding Secured Investors I (the "Partnership") is a limited
partnership organized under the laws of the State of California on August
31, 1984. The purpose of the Partnership is to provide secured loans to
new and developing companies and to acquire, hold, sell, trade, exchange
or otherwise dispose of warrants and/or capital stock acquired by the
Partnership in conjunction with these loans. The General Partners are
Technology Funding Ltd. ("TFL") and Technology Funding Inc. ("TFI"), a
wholly-owned subsidiary of TFL. TFI is the Managing General Partner.
The registration statement of the Partnership, filed with the Securities
and Exchange Commission, became effective and the Partnership commenced
selling units of limited partnership interest ("Units") on May 31, 1985.
On September 9, 1985, the minimum number of Units required to form the
Partnership (4,800) were sold. On May 31, 1987, the offering terminated
with 117,496 Units sold, generating $29,372,475 in cash from Limited
Partners and $29,399 from the General Partners. The Partnership
Agreement provides that the Partnership will continue until December 31,
2004, unless terminated sooner.
Preparation of Financial Statements and Use of Estimates
- --------------------------------------------------------
These financial statements have been prepared on the accrual basis of
accounting in accordance with generally accepted accounting principles.
This requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
The financial statements include marketable and non-marketable
investments of $748,215 and $951,421 (77% and 68% of partners' capital)
as of December 31, 1996 and 1995, respectively. For the non-marketable
investments, the Managing General Partner has estimated the fair value of
such investments in the absence of readily ascertainable market values.
Because of the inherent uncertainty of valuation, those estimated values
may differ significantly from the values that would have been used had a
ready market for investments existed, and the differences could be
material. In addition, for certain publicly traded investments that may
not be marketable due to selling restrictions, the Managing General
Partner has applied an illiquidity discount of up to 33% in determining
fair value as discussed below.
Cash and Cash Equivalents
- -------------------------
Cash and cash equivalents are principally comprised of cash invested in
demand accounts, accounts maintained with brokers, commercial paper, and
money market instruments and are stated at cost plus accrued interest.
The Partnership considers all money market and short-term investments
with an original maturity of three months or less to be cash equivalents.
Provision for Income Taxes
- --------------------------
No provision for income taxes has been made by the Partnership, as the
Partnership is not directly subject to taxation. The partners are to
report their respective shares of Partnership income or loss on their
individual tax returns.
The accompanying financial statements are prepared using generally
accepted accounting principles which may not equate to tax accounting.
The Partnership's total tax basis in investments was higher than the
reported total cost basis of $983,721 by $3,108,906 as of December 31,
1996.
Net Realized Income (Loss) Per Unit
- -----------------------------------
Net realized income (loss) per Unit is calculated by dividing the
weighted average number of Units outstanding for the years ended December
31, 1996, 1995 and 1994, of 110,802, 115,009 and 115,883, respectively,
into the total net realized income (loss) allocated to the Limited
Partners. The General Partners contributed an amount equal to 0.1% of
the total Limited Partner capital contributions and did not receive any
Partnership Units.
Investments:
- -----------
In accordance with generally accepted accounting principles, the
Partnership's method of accounting for investments is the fair value
basis used for investment companies. The fair value of Partnership
investments is their initial cost basis with changes as noted below:
Secured Notes Receivable, Net
-----------------------------
The secured notes receivable portfolio includes accrued interest less the
discount related to warrants and the allowance for loan losses. The
portfolio approximates fair value through inclusion of an allowance for
loan losses. Allowance for loan losses is reviewed quarterly by the
Managing General Partner and is adjusted to a level deemed adequate to
cover possible losses inherent in notes receivable and unfunded
commitments. Notes receivable are placed on nonaccrual status when, in
the opinion of the Managing General Partner, the future collectibility of
interest or principal is in doubt.
In conjunction with certain secured notes, upon note issuance or
restructure, the Partnership has received warrants to purchase certain
types of capital stock or capital stock of the borrowing company. The
cost basis of such warrants and the resulting discount has been estimated
by the Managing General Partner to be 1% of the principal balance of the
original notes made to the borrowing company. The cost basis of capital
stock and the resulting discount are generally based on the valuation set
at the latest round of financing. The discount is amortized to interest
income on a straight-line basis over the term of the loan. These
warrants and capital stock are included in the equity investment
portfolio.
Equity Investments
------------------
The fair value for publicly-traded equity investments (marketable equity
securities) is based upon the five-day-average closing sales price or
bid/ask price that is available on a national securities exchange or
over-the-counter market. Certain publicly-traded equity investments may
not be marketable due to selling restrictions. For publicly-traded
equity investments with selling restrictions, 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 restrictions. Sales of
equity investments are recorded on the trade date. The basis on which
cost is determined in computing realized gains or losses is generally
specific identification.
Other equity investments, which are not publicly traded, are generally
valued utilizing pricing obtained from the most recent round of third
party financings. Valuation is estimated quarterly by the Managing
General Partner. Included in equity investments are convertible and
subordinated notes receivable as repayment of these notes generally occur
through conversion into equity investments.
Equity investments with temporary changes in fair value result in
increases or decreases to the unrealized fair value of equity
investments. The cost basis does not change. 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.
Adjustments to fair value basis are reflected as "Change in net
unrealized fair value of equity investments." Cost basis adjustments are
reflected as "Realized losses from investment write-downs" in the
Statements of Operations.
The Partnership does not consolidate the financial statements of a
portfolio company, MARCorp, in which it has an 80% ownership interest.
The Managing General Partner believes that the accounting for this
majority owned portfolio company on the fair value basis more
appropriately represents the economic impact of the effect of MARCorp's
operations on the Partnership, and is more consistent with the nature of
the Partnership's business.
For the fiscal year ended September 30, 1996, MARCorp's unaudited
financial statements reported total revenues of approximately $4.4
million, a net loss of approximately $0.9 million, and a net working
capital deficit of approximately $0.1 million. The Partnership and other
affiliated partnership have secured notes invested in MARCorp. At
September 30, 1996, when the effect of these secured notes are
eliminated, MARCorp had net equity of approximately $3.4 million
(unaudited), the majority of which was attributable to the affiliated
partnerships' security interest. At December 31, 1996, the Partnership
reflected its corresponding secured notes receivable from MARCorp at a
fair value of $343,000. The Partnership's equity investments in MARCorp
were written off in prior years.
Non-cash Exercise of Warrants
- -----------------------------
Periodically, the Partnership may acquire stock through the non-cash
exercise of warrants. Upon the non-cash exercise of warrants, the
Partnership recorded net realized gains of $8,497, $63,330, and $15,378,
during 1996, 1995, and 1994, respectively, as a result of the underlying
stock prices at the date of exercise. These amounts are included in net
realized gain from sale of equity investments in the Statements of
Operations.
Distributions
- -------------
Distributions made to the Limited Partners are made among such partners
in the proportion their respective capital accounts bear to the total of
all capital accounts of the group. Future distributions will be
dependent upon available cash from loan repayments and equity investment
sales. After a reasonable amount of time, unnegotiated distribution
checks, if any, are recorded as other liabilities on the Balance Sheets.
Reclassification
- ----------------
Certain prior year balances have been reclassified to conform with the
1996 financial statement presentation.
2. Financing Partnership Operations
--------------------------------
The Managing General Partner expects that cash received from liquidation
of Partnership investments will provide the necessary liquidity to fund
Partnership operations. Until such future proceeds are received, the
Partnership will be dependent upon the financial support of the Managing
General Partner to fund operations. The Managing General Partner has
committed to this support in the form of short-term cash advances.
3. Change in Net Unrealized Fair Value of Equity Investments
---------------------------------------------------------
In accordance with the Partnership's accounting policy as stated in Note
1, the Statements of Operations include a line item entitled "Change in
net unrealized fair value of equity investments." The table below
discloses details of the changes:
<TABLE>
<CAPTION>
For the Years Ended December 31,
---------------------------------
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Increase in fair value from cost
of marketable equity securities $ 156,162 66,287 150,206
Increase (decrease) in fair value
from cost of non-marketable
equity securities 48,332 41,601 (2,431,781)
--------- --------- ---------
Net unrealized fair value
increase (decrease) from cost
at end of year 204,494 107,888 (2,281,575)
Net unrealized fair value
increase (decrease) from cost at
beginning of year 107,888 (2,281,575) (154,155)
--------- --------- ---------
Change in net unrealized
fair value of equity
investments $ 96,606 2,389,463 (2,127,420)
========= ========= =========
</TABLE>
4. Related Party Transactions
--------------------------
Included in costs and expenses are related party costs as follows:
<TABLE>
<CAPTION>
For the Years Ended December 31,
-----------------------------------
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Management fees $ 25,365 40,172 71,504
Reimbursable operating expenses:
Administrative and investor
services 146,997 724,250 190,587
Lending operations and
investment management 41,538 42,533 105,483
Computer services 62,872 57,297 74,974
</TABLE>
Management fees, payable quarterly, are equal to one-half of one percent
of Partnership assets under management. Management fees compensate the
Managing General Partner solely for General Partner Overhead (as defined
in the Partnership Agreement) incurred in supervising the operation,
management, and progress of Partnership loans to borrowing companies and
its portfolio of warrants and capital stock of borrowing companies, as
well as for the general administration of the Partnership. Currently,
management fees are only paid to the extent that the aggregate amount of
all proceeds (including warrants exercised without cash) received by the
Partnership from the sale or other disposition of borrowing company
equities, plus the aggregate fair market value of any equity securities
distributed to the partners, exceeds the total management fee payable.
The Partnership reimburses the Managing General Partner and affiliates
for operating expenses incurred in connection with the business of the
partnership. Reimbursable operating expenses include expenses (other
than Organizational and Offering and General Partner Overhead) such as
investment operations, administrative and investor services, and computer
services. At December 31, 1996 and 1995, due to related parties for such
expenses were $31,990 and $420,507, respectively. During late 1995,
operating cost allocations to the Partnership were reevaluated. The
Managing General Partner determined that it had not fully recovered
allocable overhead as permitted by the Partnership Agreement. As a
result, the Partnership was charged additional administrative and
investor services costs of $598,415, which were not previously recognized
by the Partnership. This charge consisted of $37,991, $40,773 and
$519,651 related to 1995, 1994 and prior years, respectively. If this
charge had been recorded in prior years, total operating expenses would
have been $369,042 and $556,196 for 1995 and 1994, respectively. At
December 31, 1995, $178,364 of the $598,415 was recorded as a General
Partner capital contribution to eliminate the General Partner tax capital
account deficit.
Under the terms of a computer support agreement, the Partnership
recognized charges from Technology Administrative Management, a division
of TFL, for its share of computer support costs. These amounts are
included in computer services expense.
Within the normal course of business, the Partnership participates in
secured notes receivable granted to non-affiliated borrowing companies by
affiliated partnerships which are also managed by the General Partners.
The Partnership may also reparticipate such secured notes receivable
amongst affiliated partnerships to meet business needs. At December 31,
1996, no amounts were due to or from affiliated partnerships. At
December 31, 1995, $3,977 was due from affiliated partnerships and was
included in other assets.
In order to increase the future investment returns to the Partnership, a
portfolio company of the Partnership and affiliated partnerships has
entered into a joint venture with the General Partners to perform
investment recovery efforts. The General Partners have agreed to waive
any "post conversion" profit interest in the Partnership attributable to
any such recoveries for a share of the joint venture net profits. The
post conversion profit is pursuant to, and as defined in, the profit and
loss provisions of the Partnership's Partnership Agreement. The joint
venture documents are subject to review by legal counsel for the
Partnership to ensure conformity with the terms of the Partnership
Agreement.
In 1995 and 1994, TFL had a sublease rental agreement with a Partnership
portfolio company in the computers and computer equipment industry. The
terms of this agreement were similar to those which would apply to an
unrelated party. This agreement was terminated in the fourth quarter of
1995.
5. Allocation of Profits and Losses
--------------------------------
Net realized loss of the Partnership is allocated 99% to the Limited
Partners as a group and 1% to the General Partners as a group.
Net realized profit of the Partnership is allocated based on the
beginning of year partners' capital balances as follows:
(A) 99% to the Limited Partners as a group and 1% to the General
Partners until conversion, which is defined as such time
when:
(i) the amount of cash plus the value of any securities
distributed to the Limited Partners equals the
aggregate initial capital contributions of all the
Limited Partners; and
(ii) an 8% per annum cumulative, compounded return on the
adjusted capital contributions (i.e., initial capital
contributions less all amounts distributed) of all
Limited Partners has been achieved.
(B) Thereafter (post conversion), 80% to the Limited Partners as
a group and 20% to the General Partners as a group, except
as provided below.
The Partnership Agreement defines adjusted capital contribution, with
respect to any Limited Partner, as the capital contribution as reduced,
but not below zero, by (i) all prior tax distributions of cash to such
Limited Partner and (ii) the aggregate value (determined at the time of
distribution) of any securities distributed to such Limited Partner.
Limited Partners that subscribed to the first 60,000 Units accepted by
the Partnership will be allocated all of the General Partners' post-
conversion profits in excess of a 1% minimum allocation until such time
as each such Limited Partner has received total distributions from the
Partnership equal to their capital contribution plus a specified annual
priority return, ranging between 9% and 18%, on their adjusted capital
contribution. Once the lowest priority return is met, the profits will
be allocated to those Limited Partners who have not yet received their
priority returns. Thereafter, the General Partners will receive their
full post-conversion profits.
Given the inherent risk associated with the business of the Partnership,
the future performance of portfolio company investments may significantly
impact future operations.
6. Equity Investments
------------------
At December 31, 1996 and 1995, equity investments consisted of:
<TABLE>
<CAPTION>
December 31, 1996 December 31, 1995
----------------- -----------------
Investment Cost Fair Cost Fair
Industry/Company Date Position Basis Value Basis Value
- ---------------- ---------- -------- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
WARRANTS:
Biotechnology
- -------------
Biocircuits 01/91 2,500 Common
shares at $8.00;
expired 01/96 $ -- -- 0 300
Hybridon, Inc. 03/91 3,572 Common
shares at $3.50;
exercised 01/96 -- -- 1,250 16,074
Industrial/Business Automation
- ------------------------------
Cyclean, Inc. 09/87 75,591 Common
shares at $2.74;
expiring 04/01 0 0 0 0
Cyclean, Inc. 04/88 53,994 Common
shares at $2.74;
expiring 04/01 0 0 0 0
Cyclean, Inc. 01/89 10,799 Common
shares at $2.74;
expiring 04/01 0 0 0 0
Cyclean, Inc. 06/90 29,032 Common
shares at $3.10;
expiring 06/00 0 0 0 0
Cyclean, Inc. 03/91 53,563 Common
shares at $3.10;
expiring 04/01 0 0 0 0
Cyclean, Inc. 07/92 6,643 Common
shares at $3.10;
expiring 07/02 0 0 0 0
Cyclean, Inc. 09/94 3,822 Common
shares at $4.00;
expiring 03/99 0 0 0 0
Medical
- -------
Hemocleanse, Inc. 01/92 47,526 Common
shares at $.50;
expiring 01/97 0 118,815 0 0
Semiconductor Equipment
- -----------------------
Etec Systems, Inc. 10/91 512 Common
shares at $4.88;
exercised 12/96 -- -- 0 0
Telecommunications
- ------------------
Integrated Network 06/91 2,941 Common
Corporation shares at $17.00;
expired 06/96 -- -- 5,000 0
------- ------- ------- -------
Total warrants 0 118,815 6,250 16,374
------- ------- ------- -------
STOCKS:
Computers and Computer Equipment
- --------------------------------
Censtor Corporation 05/95 21,178 Common
shares 11,179 11,179 11,179 11,179
MARCorp 12/89 1,177,438 Series A
Preferred shares 0 0 0 0
MARCorp 05/92 Convertible
Subordinated
Debenture,
$2,813,898
principal amount 0 0 0 0
MARCorp 02/93 368,119 Series A
Preferred shares 0 0 0 0
Industrial/Business Automation
- ------------------------------
Cyclean, Inc. 09/94 18,532 Series D
Preferred shares 45,325 0 51,706 51,706
Cyclean, Inc. 01/95 26,195 Series D
Preferred shares 64,066 0 73,085 73,085
Cyclean, Inc. 04/96 6,297 Series D
Preferred shares 15,400 0 -- --
Cyclean of 03/95 Class A LLC Unit-
Los Angeles, LLC 11% ownership 2,816 0 2,816 2,816
Medical
- -------
Hemocleanse, Inc. 03/95 20,999 Common
shares 19,320 62,997 19,320 19,320
Resonex Holding 02/94 22,804 Common
Corporation shares 0 0 0 0
Microelectronics
- ----------------
Celeritek, Inc. 05/94 13,846 Common
shares 74,233 141,575 74,233 107,276
Retail/Consumer Products
- ------------------------
S-TRON 05/93 Subordinated note,
$390,000 principal
amount -- -- 0 0
S-TRON 05/93 390,000 Common
shares -- -- 0 0
S-TRON 05/93 897,000 Series 1
Preferred shares -- -- 0 0
S-TRON 05/93 2,340,000
Series 2
Preferred shares -- -- 0 0
Semiconductor Equipment
- -----------------------
Etec Systems, Inc. 12/96 676 Common 3,300 16,747 -- --
Shares
Photon Dynamics 05/94 6,773 Common
shares 22,746 56,047 22,746 54,523
Telecommunications
- ------------------
3Com Corporation 06/95 790 Common
shares 4,612 60,131 4,612 37,556
------- ------- ------- -------
Total stocks 262,997 348,676 259,697 357,461
------- ------- ------- -------
Total equity investments $262,997 467,491 265,947 373,835
======= ======= ======= =======
- -- No investment held at end of period.
0 Investment active with a carrying value or fair value of zero.
</TABLE>
Marketable Equity Securities
- ----------------------------
At December 31, 1996 and 1995, marketable equity securities had aggregate
costs of $101,591 and $78,845, respectively, and aggregate market values
of $257,753 and $145,132, respectively. The unrealized gains at December
31, 1996 and 1995, did not include any gross losses.
Cyclean, Inc./Cyclean of Los Angeles, LLC
- -----------------------------------------
During the second quarter of 1996, the Partnership received a stock
dividend of 6,297 Series D Preferred shares. Subsequently, the Managing
General Partner determined that the fair value of the Partnership's
investment had declined and accordingly, the Partnership recorded a
$127,607 decrease in fair value at December 31, 1996.
Etec Systems, Inc.
- ------------------
In December of 1996, the Partnership cash exercised its warrant for
$3,300 and received 676 common shares. The partnership recorded an
increase in fair value of $13,447 to reflect the market price of the
restricted shares at December 31, 1996.
Hemocleanse, Inc.
- -----------------
In 1996, the Partnership recorded a total increase in fair value of
$162,492 for its warrant and common stock investments, based on the
valuation set at the latest round of financing in which third parties
participated.
Hybridon, Inc.
- --------------
In January of 1996, Hybridon, Inc., completed its initial public
offering. The Partnership exercised its warrant holdings without cash
and received 2,532 shares of common stock, which were subsequently sold
for total proceeds of $22,549. The total realized gain from these
transactions was $21,299.
S-TRON
- ------
The company was unsuccessful in its efforts to obtain a major government
contract; as a result, the company ceased operations during March of
1996. This investment, which had previously been written off, is no
longer held by the Partnership.
Other Equity Investments
- ------------------------
In May of 1996, the Partnership sold 6,773 Photon Dynamics common shares
borrowed from an outside brokerage firm and subsequently closed its open
position with purchases on the open market. These transactions resulted
in a realized gain of $8,890 and the Partnership maximized its gain based
upon an evaluation of the prevailing market conditions.
Other changes reflected above generally relate to market value
fluctuations or the elimination of a discount relating to selling
restrictions for publicly-traded portfolio companies. Celeritek, Inc.,
Photon Dynamics and 3Com Corporation are publicly-traded companies.
7. Secured Notes Receivable, Net
-----------------------------
At December 31, 1996 and 1995, secured notes receivable consisted of:
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Secured notes receivable $ 849,071 960,933
Unamortized discount (128,347) (128,347)
--------- ---------
Total secured notes receivable,
net (cost basis) 720,724 832,586
Allowance for loan losses (440,000) (255,000)
--------- ---------
Total secured notes receivable,
net (fair value) $ 280,724 577,586
========= =========
</TABLE>
The 1996 notes are from two portfolio companies (representing 0% and 100%
of the notes receivable fair value at December 31, 1996) in the
industrial/business automation, and computers and computer equipment
industries. The notes are secured by specific assets of the borrowing
companies and interest rates at December 31, 1996, ranged from 12% to
13%.
Changes in the allowance for loan losses were as follows:
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Balance, beginning of year $ 255,000 235,000
Change in net unrealized fair value
of secured notes receivable 185,000 20,000
------- ---------
Balance, end of year $ 440,000 255,000
======= =========
</TABLE>
The allowance for loan losses is adjusted based upon changes to the
portfolio size and risk profile. Although the allowance is established
by evaluating individual debtor repayment ability, the allowance
represents the Managing General Partner's assessment of the portfolio as
a whole and is considered adequate at the respective year ends.
The secured notes receivable portfolio at December 31, 1996 and 1995, was
on nonaccrual status due to uncertainty of the borrowers' financial
conditions. The Managing General Partner continues to monitor the
progress of these companies and intends to manage these investments to
maximize the Partnership's net realizable value. The fair value at
December 31, 1996, reflects the Managing General Partner's estimate of
collectibility of these notes.
During 1996, the Partnership received reimbursements of $46,290 from
portfolio companies primarily for legal, consulting, and other costs
incurred in prior periods in the defense of the Partnership's secured
note rights through bankruptcy court. The reimbursements were recorded
as a reduction to lending operations and investment management expense.
The scheduled principal repayments remaining are:
<TABLE>
<CAPTION>
Year Ending Principal
December 31, Repayments
----------- ----------
<S> <C>
1997 $ 443,571
1998 --
1999 --
2000 405,500
-------
$ 849,071
=======
</TABLE>
Secured notes receivable which are due on demand are included as
principal repayments in 1997. In addition, the Managing General Partner
may at times need to restructure notes by either extending maturity dates
or converting notes into equity investments to increase the ultimate
collectibility of the Partnership's investments.
8. Litigation, Other Investment Expenses and Subsequent Event
----------------------------------------------------------
In March of 1996, an affiliated partnership filed a lawsuit in the United
States District Court, Northern District of California, against Cyclean,
Inc. ("Cyclean"), Ecopave, L.P. ("Ecopave"), Ecopave Corp. and Stephen M.
Vance ("Vance"). The Partnership participated in the secured notes
investments to Cyclean with the affiliated partnership.
Ecopave was formed by Cyclean, Ecopave Corp. and Vance. Cyclean, without
the consent of the affiliated partnership, transferred certain equipment
worth approximately $488,000 to Ecopave that is subject to the affiliated
partnership's security interest. Cyclean further gave Ecopave a license
to use its patented technology. The equipment and the intellectual
property were security interest on a secured loan extended by the
affiliated Partnership to Cyclean. The affiliated partnership thus
commenced this legal action for patent infringement, seeking to collect
approximately $3.5 million of indebtedness owed to the Partnership and
affiliated partnerships by Cyclean and the recovery of the equipment from
Ecopave. In January of 1997, a counter suit was filed by Ecopave Corp.
and Vance against the affiliated partnership which seeks declaration that
certain patent rights held by the affiliated partnership as security for
the Cyclean debt are invalid as well as asserts a fraud claim. In
addition, the counter suit seeks compensatory damages of approximately $5
million and unspecified punitive damages.
As a result of a settlement conference, the above lawsuits have
tentatively been resolved for an effective date of April 1, 1997. The
affiliated partnership has agreed to indirectly purchase Ecopave Corp.
and Vance's ownership interest in Ecopave for $5.5 million; the
Partnership may participate in this purchase. It is anticipated that the
settlement of this claim will not result in any material negative impact
to the Partnership or affiliated partnerships at December 31, 1996, or
the date of settlement as the Managing General Partner believes that the
fair value of this additional investment is equal to or greater than the
purchase price and improves the Partnership's position to recover its
secured notes receivable. The Managing General Partner believes a
settlement is the most cost effective resolution of the dispute for the
Partnership.
In the event that the aforementioned settlement is not consummated, the
above lawsuits will continue to trial. Estimates of possible loss, if
any, for the ongoing lawsuits cannot be determined at this time. No
amounts have been provided in the accompanying financial statements for
any possible negative outcome of this matter. The Managing General
Partner believes the affiliated partnership has adequate defenses and
intends to pursue this matter vigorously.
Other investment expenses in 1996 of $64,341 reflect the participated
cost of this legal action.
9. Cash and Cash Equivalents
-------------------------
At December 31, 1996 and 1995, cash and cash equivalents consisted of:
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Demand and brokerage accounts $ 8,487 --
Money-market accounts 282,965 941,985
------- -------
Total $291,452 941,985
======= =======
</TABLE>
10. Repurchase of Limited Partnership Interests
-------------------------------------------
Each June, beginning in June of 1987, Limited Partners may tender their
Units for repurchase by the Partnership. The price paid for any units
tendered is based on the June 30th estimated fair value for the
Partnership. Units repurchased and the amounts paid were: 1,197 Units
for $12,418; 503 Units for $9,108; and 507 Units for $17,745 in 1996,
1995, and 1994, respectively.
In November of 1995, following the annual June repurchases, the General
Partners elected to offer Limited Partners with an initial investment of
$2,000 held in an Individual Retirement or Keogh Account the option to
tender their Units for repurchase by the Partnership. This was
considered beneficial as the annual account maintenance fees for such
investors significantly diminished the value of their nominal investment.
Repurchases under this option totaled $70,146 for 3,897 Units. The
amounts paid for all Unit repurchases were from aggregate principal
repayments as well as equity investment sale proceeds.
<PAGE>
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 SECURED INVESTORS I
By: TECHNOLOGY FUNDING INC.
Managing General Partner
Date: March 27, 1997 By: /s/Debbie A. Wong
--------------------------------------
Debbie A. Wong
Vice President
and Controller
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 27, 1997
- ------------------------ Executive Officer,
Charles R. Kokesh Chief Financial Officer,
and Chairman of
Technology Funding Inc.
and Managing General
Partner of Technology
Funding Ltd.
/s/Gregory T. George Group Vice President March 27, 1997
- -------------------------- of Technology Funding
Gregory T. George Inc. and a 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.
<TABLE> <S> <C>
<ARTICLE>6
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE FORM 10-K AS OF DECEMBER 31, 1996, AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER>1
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 983,721
<INVESTMENTS-AT-VALUE> 748,215
<RECEIVABLES> 0
<ASSETS-OTHER> 7,421
<OTHER-ITEMS-ASSETS> 291,452
<TOTAL-ASSETS> 1,047,088
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 74,376
<TOTAL-LIABILITIES> 74,376
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,208,218
<SHARES-COMMON-STOCK> 109,904
<SHARES-COMMON-PRIOR> 111,101
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (235,506)
<NET-ASSETS> 972,712
<DIVIDEND-INCOME> 1
<INTEREST-INCOME> 28,460
<OTHER-INCOME> 0
<EXPENSES-NET> 370,708
<NET-INVESTMENT-INCOME> (342,248)
<REALIZED-GAINS-CURRENT> 25,189
<APPREC-INCREASE-CURRENT> (88,394)
<NET-CHANGE-FROM-OPS> (405,453)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 1,197
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (417,871)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 25,365
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 430,585
<AVERAGE-NET-ASSETS> 1,181,648
<PER-SHARE-NAV-BEGIN> 14
<PER-SHARE-NII> (3)
<PER-SHARE-GAIN-APPREC> 0 <F1>
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11
<EXPENSE-RATIO> 31
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>
A zero value is used since the change in net unrealized fair value is not
allocated to General Partners and Limited Partners as it is not taxable.
Only taxable gains or losses are allocated in accordance with the
Partnership Agreement.
</FN>
</TABLE>
