<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from N/A to N/A
--- ---
Commission File No. 814-124
TECHNOLOGY FUNDING MEDICAL PARTNERS I, L.P.
-------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 94-3166762
- ------------------------------- ---------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
--- ---
No active market for the units of limited partnership interests
("Units") exists, and therefore the market value of such Units cannot be
determined.
<PAGE>
I. FINANCIAL INFORMATION
Item 1. Financial Statements
BALANCE SHEETS
- --------------
<TABLE>
<CAPTION>
(unaudited)
March 31, December 31,
2000 1999
------------ ------------
<S> <C> <C>
ASSETS
Equity investments (cost basis of
$3,346,009 and $3,336,595 in 2000
and 1999, respectively) $7,896,687 5,516,024
Cash and cash equivalents 68,851 175,990
Other assets 518 1,043
--------- ---------
Total assets $7,966,056 5,693,057
========= =========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 51,772 35,528
Due to related parties 22,904 35,731
Short-term borrowings 6,263 2,646
--------- ---------
Total liabilities 80,939 73,905
Commitments, contingencies and
subsequent event (Notes 3, 4, and 6)
Partners' capital:
Limited Partners (79,716 Units
outstanding) 7,843,861 5,616,497
General Partners 41,256 2,655
--------- ---------
Total partners' capital 7,885,117 5,619,152
--------- ---------
Total liabilities and
partners' capital $7,966,056 5,693,057
========= =========
</TABLE>
See accompanying notes to unaudited financial statements.
<PAGE>
STATEMENTS OF OPERATIONS (unaudited)
- -----------------------------------
<TABLE>
<CAPTION>
For the Three
Months Ended
March 31,
-----------------------
2000 1999
---- ----
<S> <C> <C>
Income:
Dividend income $ 3,988 4,032
--------- -------
Total income 3,988 4,032
Costs and expenses:
Management fees 39,650 39,649
Individual General Partners'
compensation 5,090 9,635
Operating expenses:
Administrative and investor
services 20,933 52,075
Investment operations 7,943 12,643
Professional fees 22,639 6,564
Computer services 8,633 12,201
Interest expense 3,616 4,623
--------- -------
Total operating expenses 63,764 88,106
--------- -------
Total costs and expenses 108,504 137,390
--------- -------
Net operating loss (104,516) (133,358)
Net realized loss from sales
of equity investments (768) --
--------- -------
Net realized loss (105,284) (133,358)
Change in net unrealized fair
value of equity investments 2,371,249 239,894
--------- -------
Net income $2,265,965 106,536
========= =======
Net income per Unit $ 27.94 1.25
========= =======
</TABLE>
See accompanying notes to unaudited financial statements.
<PAGE>
STATEMENTS OF CASH FLOWS (unaudited)
- -----------------------------------
<TABLE>
<CAPTION>
For the Three Months Ended March 31,
------------------------------------
2000 1999
------ ------
<S> <C> <C>
Cash flows from operating activities:
Dividend income received $ 3,988 4,032
Cash paid to vendors (23,011) (44,788)
Cash paid to related parties (77,935) (3,169)
Interest paid on short-term borrowings (3,616) --
--------- -------
Net cash used by operating activities (100,574) (43,925)
--------- -------
Cash flows from investing activities:
Distributions from venture capital
limited partnerships 20,864 --
Purchase of equity investments (31,046) --
--------- -------
Net cash used by investing activities (10,182) --
--------- -------
Cash flows from financing activities:
Proceeds from short-term borrowings, net 3,617 44,623
--------- -------
Net cash provided by financing activities 3,617 44,623
--------- -------
Net (decrease) increase in cash and
cash equivalents (107,139) 698
Cash and cash equivalents at beginning
of year 175,990 387
--------- -------
Cash and cash equivalents at March 31 $ 68,851 1,085
========= =======
Reconciliation of net income to net cash
used by operating activities:
Net income $2,265,965 106,536
Adjustments to reconcile net income to
net cash used by operating activities:
Change in net unrealized fair value
of equity investments (2,371,249) (239,894)
Net realized loss from sales of equity
investments 768 --
Changes in:
Accounts payable and accrued expenses 16,244 (13,227)
Due to related parties (12,827) 106,710
Other changes, net 525 (4,050)
--------- -------
Net cash used by operating activities $ (100,574) (43,925)
========= =======
</TABLE>
See accompanying notes to unaudited financial statements.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (unaudited)
- ----------------------------------------
1. General
-------
In the opinion of the Managing General Partners, the Balance Sheets as of
March 31, 2000, and December 31, 1999, and the related Statements of
Operations and Statements of Cash Flows for the three months ended March
31, 2000 and 1999, reflect all adjustments which are necessary for a fair
presentation of the financial position, results of operations and cash
flows for such periods. These statements should be read in conjunction
with the Annual Report on Form 10-K for the year ended December 31, 1999.
The following notes to financial statements for activity through March 31,
2000, supplement those included in the Annual Report on Form 10-K.
Allocation of income and loss to Limited and General Partners is based on
cumulative income and loss. Adjustments, if any, are reflected in the
current quarter balances.
Partners' Capital Reclassification
- ----------------------------------
Commencing in the fourth quarter of 1999, the Partnership is including the
change in net unrealized fair value of investments in the profits and
losses allocated to partners' capital accounts based on a reevaluation of
the Partnership Agreement. The allocations of the net unrealized fair
value increase (decrease) from cost of investments, and resulting
reclassifications, were determined by applying the provisions of the
Partnership Agreement from the inception of the Partnership. The
reclassification has no effect on total partners' capital or the
Partnership's net income or loss for any period. The reclassifications
resulting from the reevaluation of the Partnership Agreement have the
effect of accelerating the allocation of profits or losses to partners'
capital accounts and, as a result, may permit the acceleration of
distributions to Partners to the extent allowable under the Partnership
Agreement.
The allocation of the net unrealized fair value increase reclassified as of
March 31, 1999 follows:
Net Unrealized
Fair Value
Increase
Limited General From Cost of
Partners Partners Investments Total
-------- -------- -------------- ---------
Partners' capital,
March 31, 1999,
before reclassification $3,777,957 (27,141) 1,703,185 5,454,001
Allocation of net
unrealized fair value
increase from cost 1,675,041 28,144 (1,703,185) --
--------- ------ --------- ---------
Partners' capital,
March 31, 1999,
as reclassified $5,452,998 1,003 -- 5,454,001
========= ====== ========= =========
2. Financing of Partnership Operations
-----------------------------------
The Managing General Partners expect cash received from the future
liquidation of Partnership investments and short-term borrowings will
provide the necessary liquidity to fund Partnership operations. The
Partnership may be dependent upon the financial support of the Managing
General Partners to fund operations if future proceeds are not received
timely. The Managing General Partners have committed to support the
Partnership's working capital requirements through short-term advances as
necessary.
3. Related Party Transactions
--------------------------
Related party costs are included in costs and expenses shown on the
Statements of Operations. Related party costs for the three months ended
March 31, 2000 and 1999, were as follows:
<TABLE>
<CAPTION>
2000 1999
------ ------
<S> <C> <C>
Management fees $ 39,650 39,649
Individual General Partners' compensation 5,090 9,635
Reimbursable operating expenses 20,368 60,595
</TABLE>
Certain reimbursable expenses have been accrued based upon interim
estimates prepared by the Managing General Partners and are adjusted to
actual costs periodically. Amounts due to related parties for such
expenses were $9,688 and $22,515 at March 31, 2000 and at December 31,
1999, respectively.
Pursuant to the Partnership Agreement, the Partnership shall reimburse the
Managing General Partners for operational costs incurred by the Managing
General Partners in conjunction with the business of the Partnership. The
Partnership may not reimburse the Managing General Partners for operational
costs that aggregate more than 3% of total Limited Partner capital
contributions of the Partnership in each year through the first five years
of operations after the termination of unit sales and 1.5% in any year
thereafter. The limitation will decrease from 3% to 1.5% on May 3, 2000.
For purposes of this limitation, the Partnership's operating year begins
May 3rd. During the quarters ended March 31, 2000 and 1999, no operational
expenses were absorbed by the General Partners.
Management fees payable were $13,216 at March 31, 2000 and December 31,
1999.
Officers of the Managing General Partners occasionally receive stock
options as compensation for serving on the Boards of Directors of portfolio
companies. It is the Managing General Partners' policy that all such
compensation be transferred to the investing partnerships. If the options
are non-transferable, they are not recorded as an asset of the Partnership.
Any profit from the exercise of such options will be transferred if and
when the options are exercised and the underlying stock is sold by the
officers. Any such profit is allocated amongst the Partnership and
affiliated partnerships based on their proportionate investments in the
portfolio company. At March 31, 2000, the Partnership and affiliated
partnerships had an indirect interest in non-transferable Endocare, Inc.
options with a fair value of $462,188.
<PAGE>
4. Equity Investments
------------------
<TABLE>
A complete listing of the Partnership's equity investments at December 31, 1999, is in the
1999 Annual Report on Form 10-K. Activity from January 1 through March 31, 2000, consisted
of:
<CAPTION>
January 1 through
March 31, 2000
Principal ------------------------
Amount or
Investment Shares as of Cost Fair
Industry/Company Position Date March 31, 2000 Basis Value
- ---------------- -------- ---------- -------------- --------- ---------
<S> <C> <C> <C> <C> <C>
Balance at January 1, 2000 $3,336,595 5,516,024
--------- ---------
Significant changes:
Medical/Diagnostic Equipment
- ----------------------------
Endocare, Common 1996-
Inc. (b) shares 1997 152,400 0 1,645,920
Endocare, Common share
Inc. (b) warrant at $3.00;
expiring 2001 1996 30,000 0 324,000
LifeCell Preferred 1996-
Corporation shares 1997 2,666 0 176,311
LifeCell Common share
Corporation warrant at $4.13;
expiring 2001 1996 56,451 0 115,724
Health Information System
- -------------------------
ADESSO Specialty
Services Preferred 1997-
Organization Inc.(a) shares 2000 13,753 31,046 131,048
--------- ---------
Total significant changes 31,046 2,393,003
Other changes, net (21,632) (12,340)
--------- ---------
Total equity investments at March 31, 2000 $3,346,009 7,896,687
========= =========
Legend and footnotes:
(a) Equity securities 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.
</TABLE>
Marketable Equity Securities
- ----------------------------
Marketable equity securities had aggregate costs of $841,000 and $841,768
at March 31, 2000, and December 31, 1999, respectively, and aggregate fair
values of $4,262,342 and $1,975,880 at March 31, 2000 and December 31,
1999, respectively. The net unrealized gains at March 31, 2000, and
December 31, 1999, included gross gains of $3,473,233 and $1,220,423,
respectively.
ADESSO Specialty Services Organization, Inc.
- --------------------------------------------
In March 2000, the Partnership purchased 1,848 Series E Preferred shares
for $31,046. The pricing of this round, in which third parties
participated, indicated a $100,002 increase in the fair value of the
Partnership's investment in the company's preferred shares.
Other Equity Investments
- ------------------------
Other significant changes reflected above relate to market value
fluctuations or the elimination of a discount relating to selling
restrictions for publicly traded portfolio companies.
Subsequent to March 31, 2000, the fair value of the Partnership's
investment in Endocare, Inc. decreased by $524,400 as a result of a
decrease in the publicly traded market price on May 8, 2000.
5. Cash and Cash Equivalents
-------------------------
Cash and cash equivalents at March 31, 2000, and December 31, 1999,
consisted of:
<TABLE>
<CAPTION>
2000 1999
------ ------
<S> <C> <C>
Demand accounts $68,782 175,922
Money-market accounts 69 68
------ -------
Total $68,851 175,990
====== =======
</TABLE>
6. Short-Term Borrowings
---------------------
The Partnership has a borrowing account with a financial institution. At
March 31, 2000, the borrowing capacity of this account, which fluctuates
based on collateral value, was $1,780,577 and the outstanding balance was
$6,263. The weighted-average interest rate for the three months ended
March 31, 2000 was 9.25%. Interest expense was $3,616 for the three months
ended March 31, 2000. The Partnership's investments in Axys
Pharmaceuticals, Inc. and Endocare, Inc. are pledged as collateral.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Liquidity and Capital Resources
- -------------------------------
During the three months ended March 31, 2000, net cash used by operating
activities totaled $100,574. The Partnership paid management fees of
$39,650 to the Managing General Partners and paid related parties $33,195
for operating expenses. In addition, $5,090 was paid to the Individual
General Partners as compensation for their services. The Partnership paid
other operating expenses of $23,011 and interest on borrowings of $3,616.
Dividend income of $3,988 was received.
The Partnership funded an equity investment of $31,046 to a portfolio
company in the health information system industry. Cash distributions of
$20,864 were received from venture capital limited partnership investments.
Net proceeds from short-term borrowings were $3,617.
The Partnership has a borrowing account with a financial institution. The
borrowing capacity of this account which fluctuates based on collateral
value was $1,780,577 and the outstanding balance was $6,263 at March 31,
2000. The Partnership's investments in Axys Pharmaceuticals, Inc. and
Endocare, Inc. are pledged as collateral.
Cash and cash equivalents at March 31, 2000, were $68,851. Future proceeds
from investment sales and operating cash reserves along with Managing
General Partners' support are expected to be adequate to fund Partnership
operations through the next twelve months.
Results of Operations
- ---------------------
Current quarter compared to corresponding quarter in the preceding year
- -----------------------------------------------------------------------
Net income was $2,265,965 for the three months ended March 31, 2000,
compared to a net income of $106,536 for the same period in 1999. The
improvement was primarily due to a $2,131,355 increase in the net
unrealized fair value of equity investments.
The Partnership recorded an increase in equity investment fair value of
$2,371,249 for the three months ended March 31, 2000 compared to an
increase of $239,894 for the same period in 1999. The 2000 increase was
primarily due to an increase in the medical/diagnostic equipment industry.
The 1999 increase was primarily due to an increase in the
medical/diagnostic equipment industries, partially offset by a decrease in
the pharmaceuticals industry.
Total operating expenses were $63,764 for the quarter ended March 31, 2000,
compared to $88,106 for the same period in 1999. The decrease is
attributable to decreased investment monitoring activity, partially offset
by increased professional fees.
Given the inherent risk associated with the business of the Partnership,
the future performance of the portfolio company investments may
significantly impact future operations.
II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) No reports on Form 8-K were filed by the Partnership during the
quarter ended March 31, 2000.
(b) Financial Data Schedule for the three months ended and as of March 31,
2000 (Exhibit 27).
<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 MEDICAL PARTNERS I, L.P.
By: TECHNOLOGY FUNDING INC.
Managing General Partner
Date: May 11, 2000 By: /s/Michael R. Brenner
-----------------------------------
Michael R. Brenner
Vice President
<TABLE> <S> <C>
<ARTICLE>6
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE FORM 10-Q AS OF MARCH 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER>1
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<PERIOD-TYPE> 3-MOS
<INVESTMENTS-AT-COST> 3,346,009
<INVESTMENTS-AT-VALUE> 7,896,687
<RECEIVABLES> 0
<ASSETS-OTHER> 518
<OTHER-ITEMS-ASSETS> 68,851
<TOTAL-ASSETS> 7,966,056
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 80,939
<TOTAL-LIABILITIES> 80,939
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3,334,439
<SHARES-COMMON-STOCK> 79,716
<SHARES-COMMON-PRIOR> 79,716
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 4,550,678
<NET-ASSETS> 7,885,117
<DIVIDEND-INCOME> 3,988
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 108,504
<NET-INVESTMENT-INCOME> (104,516)
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 2,371,249
<NET-CHANGE-FROM-OPS> 2,265,965
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 2,265,965
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 39,650
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 109,254
<AVERAGE-NET-ASSETS> 6,752,134
<PER-SHARE-NAV-BEGIN> 70.46
<PER-SHARE-NII> 27.94
<PER-SHARE-GAIN-APPREC> 0 <F1>
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 98.40
<EXPENSE-RATIO> 1.61
</TABLE>
