10-Q 1 p3q203rev2.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2003 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from N/A to N/A --- --- Commission File No. 814-48 TECHNOLOGY FUNDING PARTNERS III, L.P. ---------------------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 94-3033783 ------------------------------ --------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1107 Investment Blvd., Suite 180 El Dorado Hills, California 95762 --------------------------------------- -------- (Address of principal executive offices) (Zip Code) (916) 941-1400 -------------------------------------------------- (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Limited Partnership Units Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12B-2 of the Act). Yes No X --- --- No active market for the units of limited partnership interest ("Units") exists, and therefore the market value of such Units cannot be determined. Forward-Looking Statements -------------------------- The Private Securities Litigation Reform Act of 1995 (the Act) provides a safe harbor for forward-looking statements made by or on behalf of the Partnership. The Partnership and its representatives may from time to time make written or oral statements that are "forward-looking," including statements contained in this report and other filings with the Securities and Exchange Commission, and reports to the Partnership's shareholders and news releases. All statements that express expectations, estimates, forecasts and projections are forward-looking statements within the meaning of the Act. In addition, other written or oral statements, which constitute forward-looking statements, may be made by or on behalf of the Partnership. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "projects," "forecasts," "may," "should," variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in or suggested by such forward-looking statements. The Partnership undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. I. FINANCIAL INFORMATION Item 1. Financial Statements BALANCE SHEETS --------------

The accompanying notes are an integral part of these financial statements. STATEMENTS OF INVESTMENTS -------------------------

The accompanying notes are an integral part of these financial statements. STATEMENTS OF OPERATIONS (unaudited) -----------------------------------

The accompanying notes are an integral part of these financial statements. STATEMENTS OF CASH FLOWS (unaudited) -----------------------------------

The accompanying notes are an integral part of these financial statements. NOTES TO FINANCIAL STATEMENTS (unaudited) ---------------------------------------- 1. Interim Financial Statements ---------------------------- The accompanying unaudited financial statements included herein have been prepared in accordance with the requirements of Form 10-Q and, therefore, do not include all information and footnotes which would be presented were such financial statements prepared in accordance with generally accepted accounting principles in the United States of America. These statements should be read in conjunction with the Annual Report on Form 10-K for the year ended December 31, 2002. In the opinion of the Managing General Partners, the accompanying interim financial statements reflect all adjustments necessary for the fair presentation of the financial position, results of operations, and cash flows for the interim periods presented. Allocation of income and loss to Limited and General Partners is based on cumulative income and loss. Adjustments, if any, are reflected in the current quarter balances. The results of operations for such interim periods are not necessarily indicative of results of operations to be expected for the full year. 2. Provision for Income Taxes -------------------------- No provision for income taxes has been made by the Partnership, as the Partnership is not directly subject to taxation. The partners are to report their respective shares of Partnership income or loss on their individual tax returns. The accompanying financial statements are prepared using accounting principles generally accepted in the United States of America, which may not equate to tax accounting. The cost of investments on a tax basis at June 30, 2003, and December 31, 2002, was $16,964,452 and $16,102,424, respectively. At June 30, 2003, and December 31, 2002, gross unrealized depreciation on investments based on cost for federal income tax purposes was as follows:

3. Related Party Transactions -------------------------- Related party costs are included in investment expenses shown on the Statements of Operations. Related party expenses for the six months ended June 30, 2003 and 2002, were as follows:

Certain reimbursable expenses have been accrued based upon interim estimates prepared by the Managing General Partners and are adjusted to actual costs periodically. There was $91,915 due to related parties for such expenses at June 30, 2003, compared to $36,866 due to related parties at December 31, 2002. Management fees due to the Managing General Partners were $9,196 at June 30, 2003. At December 31, 2002, management fees of $10,745 were due to the Managing General Partners. These were included in due to related parties. 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 upon their proportionate investments in the portfolio company. At June 30, 2003, the Partnership and affiliated partnerships had an indirect interest in non-transferable Endocare, Inc., non-transferable Sanarus Medical, Inc. and White Electronic Designs Corporation options with a fair value of $61,120. Retention bonuses were offered to and accepted by key employees of the Managing General Partners in late 2002. The expense for these bonuses, which were approved by the Individual General Partners during the September 2002 Management Committee meeting, was prepaid by the Partnership in October and December 2002. The amount of prepaid operating expenses was $272,793. The bonuses, incremented by annual salary increases, will be paid to those individuals who are still full- time employees of the Managing General Partners in April 2007. The expense for the bonus is recognized ratably over the beneficial period, October 2002 to April 2007. As of June 30, 2003, the Partnership has recognized expense of $28,956. Upon the resignation of personnel no adjustment to the retention bonus amount previously paid by the Partnership to the Managing General Partners shall occur until a replacement person is hired. 4. Equity Investments ------------------ All investments are valued at fair value as determined in good faith by the Managing General Partners. Marketable Equity Securities ---------------------------- At June 30, 2003, and December 31, 2002, marketable equity securities had aggregate costs of $3,724,761, and aggregate fair values of $3,634,405 and $2,226,470, respectively. The net unrealized losses at June 30, 2003, and December 31, 2002, included gross gains of $1,066,408 and $75,249, respectively. Restricted Securities --------------------- At June 30, 2003, and December 31, 2002, restricted securities had aggregate costs of $11,752,755 and $11,216,937, respectively, and aggregate fair values of $3,717,510 and $2,655,700, respectively, representing 41.8 percent and 33.2 percent, respectively, of the net assets of the Partnership. Significant purchases, sales and write-offs of equity investments during the quarter ended June 30, 2003, are as follows: Acusphere, Inc. -------------- In April and June, 2003, the Partnership funded convertible secured notes of $230,129 and $61,981, respectively. Both notes bear interest at 10 percent. Pherin Pharmaceuticals, Inc. --------------------------- The Partnership wrote off its entire investment of $200,000 as of March 31, 2003, after Pherin Pharmaceuticals, Inc. ceased domestic operations. The Partnership is not expecting any return on its investment. Sanarus Medical, Inc. -------------------- During May, 2003, the Partnership funded convertible unsecured notes of $422,776 to Sanarus Medical, Inc. The note bears interest at 6 percent and matures in May 2004. Venture Capital Limited Partnership Investments ----------------------------------------------- During the six months ending June 30, 2003, the Partnership received cash distributions of $75,092 which were recorded as realized gains. The Partnership recorded a $71,092 decrease in fair value primarily as a result of the above distributions. Other Equity Investments ------------------------ Other significant changes reflected in the Statements of Investments relate to market value fluctuations for publicly traded portfolio companies or changes in the fair value of private companies as determined in accordance with the policy described in Note 1 to the financial statements included in the Partnership's December 31, 2002, Form 10-K. 5. Notes Receivable ---------------- Activity from January 1 through June 30 consisted of:

The interest rate on the note receivable at June 30, 2003, was 16 percent. The note is due in 2004. 6. Cash and Cash Equivalents ------------------------- Cash and cash equivalents at June 30, 2003, and December 31, 2002, consisted of:

7. Other Receivables ----------------- As of June 30, 2003, other receivables consists of an advance made to Dakota Heritage, LLC (DHL). On behalf of DHL, the Partnership had advanced $325,835 to Dakota Arms, Inc. (DAI), a wholly-owned subsidiary of DHL. An agreement is in place for the Partnership, an affiliated partnership and an outside party, to invest $700,000, $50,000 and $500,000, respectively, in DHL. This provides the Partnership and the affiliated partnership a 51% majority ownership in DHL which is expected to own 81% of DAI upon completion of the transaction. When the investment closes, the advance will be repaid. 8. Commitments and Contingencies ----------------------------- From time to time the Partnership becomes a party to financial instruments with off-balance-sheet risk in the normal course of its business. Generally, these instruments are commitments for future equity investment fundings, equipment financing commitments, or accounts receivable lines of credit that are outstanding but not currently fully utilized by a borrowing company. As they do not represent current outstanding balances, these unfunded commitments are not recognized in the financial statements. At June 30, 2003, the Partnership had unfunded equity commitments of $374,165. In October 2000, Kanematsu Corporation, a creditor of one of the Partnership's portfolio companies, initiated an arbitration proceeding against the Partnership, two affiliated partnerships and a fourth co- investor. Kanematsu was seeking to recover $2,000,000, the purchase price in a contract by which the Partnership and the other entities were alleged to have agreed to purchase certain debt securities of the portfolio company from Kanematsu. The Partnership and affiliated partnerships asserted counterclaims against Kanematsu. On February 12, 2002, the Partnership, affiliated partnerships and the co-investor were awarded $4,000,000 and all of Kanematsu's claims were denied. The award is in full settlement of all claims and counterclaims. The Partnership recognized revenue and a receivable of $666,667 as of February 12, 2002, for its proportionate share of the award. Kanematsu immediately filed a petition to vacate the award, and on October 9, 2002, the United States District Court issued an order confirming the arbitration award. Kanematsu appealed the order but in early November 2002 paid a forbearance fee of $200,000 in exchange for an option to settle all liabilities. On November 29, 2002, Kanematsu agreed to settle for $3,999,999. A decision on the allocation of the proceeds between the Partnership, affiliates and co-investor was reached in January 2003; however, a dispute regarding the legal fees arose. The Partnership received $774,298 on February 13, 2003, which represented its proportionate share of the settlement, less disputed legal fees, plus accrued interest. The Partnership recognized the additional revenue and receivable of $107,631 at December 31, 2002. In March 2003, the law firm remitted $193,830, the remaining amount of the award to the Partnership. The fee dispute has not been resolved. From time to time, the Partnership is subject to routine litigation incidental to the business of the Partnership. Although there can be no assurances as to the ultimate disposition of these matters and the proceeding disclosed above, it is the opinion of the Managing General Partners, based upon the information available at this time, that the expected outcome of these matters, individually or in the aggregate, will not have a material adverse effect on the results of operations and financial condition of the Partnership. 9. Financial Highlights --------------------

Pursuant to the Partnership Agreement, net profit shall be allocated first to those Partners with deficit capital account balances until such deficits have been eliminated. The net asset values shown above assume the Partnership is in liquidation. Upon liquidation, the General Partners would contribute capital equal to the amount of the Limited Partners deficit. As of June 30, 2003 and 2002, the General Partners have a negative capital balance of $2,530,918 and $3,224,026. Upon liquidation, the General Parnters would not be required to contribute cash to the Partnership, as the net asset value is greater than the General Partners' negative capital balance. Net asset value has been calculated in accordance with this provision of the Partnership Agreement. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Financial Condition, Liquidity and Capital Resources ---------------------------------------------------- The Partnership operates as a business development company under the Investment Company Act of 1940 and makes venture capital investments in new and developing companies. The Partnership's financial condition is dependent upon the success of the portfolio companies. There is no ready market for many of the Partnership's investments. It is possible that some of its venture capital investments may be a complete loss or may be unprofitable and that others will appear likely to become successful, but may never realize their potential. The valuation of the Partnership's investments in securities for which there are no available market quotes is subject to the estimate of the Managing General Partners in accordance with the valuation guidance described in Note 1 to the financial statements included in the Partnership's Form 10-K for the year ended December 31, 2002. In the absence of readily obtainable market values, the estimated fair value of the Partnership's investments may differ significantly from the values that would have been used had a ready market existed. During the six months ended June 30, 2003, net cash used by operating activities totaled $545,637. The Partnership paid management fees of $45,876 to the Managing General Partners and reimbursed related parties for investment expenses of $1,001,746. In addition, $30,000 was paid to the Individual General Partners as compensation for their services. Interest income and other income of $10,494 and $774,298 was received, respectively. Other investment expenses of $252,807 were paid. Cash and cash equivalents at June 30, 2003, were $1,113,516. Cash reserves, interest income on short-term investments, and future proceeds from equity investment sales are expected to be adequate to fund Partnership operations and future investments through the next twelve months. Results of Operations --------------------- Current quarter compared to corresponding quarter in the preceding year ----------------------------------------------------------------------- Net increase in partners' capital resulting from operations was $1,511,462 for the quarter ended June 30, 2003, as compared to a net decrease in partners' capital resulting from operations of $3,972,042 for the quarter ended June 30, 2002. Net unrealized depreciation on equity investments was $8,125,601 and $10,033,992 at June 30 and March 31, 2003, respectively. During the quarter ended June 30, 2003, the net decrease in unrealized depreciation of equity investments of $1,908,391 was attributable to increases in the publicly traded market prices of companies in the medical and communication industries, partially offset by a decrease in the fair value of a privately held portfolio company in the medical industry. During the quarter ended June 30, 2002, the net decrease in unrealized depreciation of equity investments of $3,198,648 was primarily attributable to a decrease in the publicly traded price of Endocare, Inc., along with decreases in the fair values of private portfolio companies in the medical/biotechnology and communications industries. During the quarter ended June 30, 2002, realized loss from the write-off of notes receivable totaled $250,000 and related to notes receivable from Thermatrix Inc. which were partially repaid and the remainder written off. There were no amounts written off in the corresponding quarter of 2003. Investment expenses were $421,014 for the quarter ended June 30, 2003, compared to $579,442 for the same period in 2002. The decrease was primarily due to decreased professional fees, management fees and investment monitoring and administrative services. During the quarter ended June 30, 2003, the Partnership recorded net realized gains from venture capital limited partnership investments of $4,000. During the same period in 2002, there were gains of $16,247. The gains represented distributions from profits of venture capital limited partnership investments. Given the inherent risk associated with the business of the Partnership, the future performance of the portfolio company investments may significantly impact future operations. Current six months compared to corresponding six months in the -------------------------------------------------------------- preceding year -------------- Net increase in partners' capital resulting from operations was $755,240 for the six months ended June 30, 2003, as compared to a net decrease in partners' capital resulting from operations of $2,917,756 for the six months ended June 30, 2002. Net unrealized depreciation on equity investments was $8,125,601 and $10,059,528 at June 30, 2003 and December 31, 2002, respectively. During the six months ended June 30, 2003, the net decrease in unrealized depreciation of equity investments of $1,933,927 was primarily the result of increases in the publicly traded market price of companies in the medical and communication industries, partially offset by a decrease in the fair value of a private portfolio company in the medical industry. During the six months ended June 30, 2002, the net decrease in unrealized depreciation of equity investments of $2,889,882 was primarily attributable to a decrease in the publicly traded price of Endocare, Inc., along with decreases in the fair values of private portfolio companies in the medical/biotechnology and communications industries. Other income of $193,830 and $666,667 was recognized during the six months ended June 30, 2003 and 2002, respectively. This was the result of a settlement between Kanematsu Corporation, a creditor of one of the Partnership's portfolio companies, and the Partnership. See Note 8. Net realized gain from sales of equity investments was $0 and $375,741 for the six months ended June 30, 2003 and 2002, respectively. The gain in 2002 resulted from the sales of Matrix Pharmaceutical, Inc. common shares. Net unrealized depreciation on notes receivable was $10,736 and $10,437 at June 30, 2003 and December 31, 2002, respectively. During the six months ended June 30, 2003, the net increase in unrealized depreciation of notes receivable was $299. During the six months ended June 30, 2002, the net decrease in unrealized depreciation of notes receivable of $310,020 was primarily due to the partial payment and subsequent write-off of notes receivable from Thermatrix Inc. During the six months ended June 30, 2003, the Partnership wrote off its investment of $200,000 in Pherin Pharmaceuticals, Inc. During the same period in 2002, there were no write-offs. Investment expenses were $1,279,111 for the six months ended June 30, 2003, compared to $1,320,827 for the same period in 2002. The decrease was primarily due to decreased management fees, partially offset by increased professional fees. During the six months ended June 30, 2003, the Partnership recorded net realized gains from venture capital limited partnership investments of $75,092. During the same period in 2002, there were gains of $112,558. The gains represented distributions from profits of venture capital limited partnership investments. Given the inherent risk associated with the business of the Partnership, the future performance of the portfolio company investments may significantly impact future operations. Item 3. Procedures and Controls The undersigned is responsible for establishing and maintaining disclosure controls and procedures for Technology Funding Partners III, L.P. Such officer has concluded (based upon his evaluation of these controls and procedures as of a date within 90 days of the filing of this report) that Technology Funding Partners III, L.P.'s disclosure controls and procedures are effective to ensure that information required to be disclosed by Technology Funding Partners III, L.P. in this report is accumulated and communicated to Technology Funding Partners III, L.P.'s management, including its principal executive officers as appropriate, to allow timely decisions regarding required disclosure. The certifying officer also has indicated that there were no significant changes in Technology Funding Partners III, L.P.'s internal controls or other factors that could significantly affect such controls subsequent to the date of their evaluation other than changes needed to maintain adequate separation of duties and responsibilities of personnel in the ordinary course of business, and there were no corrective actions with regard to significant deficiencies and material weaknesses. CERTIFICATION ------------- I, Charles R. Kokesh, President, Chief Executive Officer, Chief Financial Officer and Chairman of Technology Funding Inc. and Managing General Partner of Technology Funding Ltd., certify that: 1. I have reviewed this quarterly report on Form 10-Q of Technology Funding Partners III, L.P.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and I have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant is made known to me by others within the entity, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and c) presented in this quarterly report my conclusions about the effectiveness of the disclosure controls and procedures based on my evaluation as of the Evaluation Date; 5. I have disclosed, based on my most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of my most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: August 11, 2003 By: /s/Charles R. Kokesh -------------------------------- Charles R. Kokesh President, Chief Executive Officer, Chief Financial Officer and Chairman of Technology Funding Inc. and Managing General Partner of Technology Funding Ltd. II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) A report on Form 8-K was filed by the Partnership during the quarter ended March 31, 2003. Pursuant to Article 6 of the Partnership Agreement for Technology Funding Partners III, An Aggressive Growth Fund, L.P., the Partnership Agreement had been amended. The corrected Amended and Restated Limited Partnership Agreement is included in the 8-K filed on January 8, 2003. 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 PARTNERS III, L.P. By: TECHNOLOGY FUNDING INC. TECHNOLOGY FUNDING LTD. Managing General Partners Date: August 11, 2003 By: /s/Charles R. Kokesh -------------------------------- Charles R. Kokesh President, Chief Executive Officer, Chief Financial Officer and Chairman of Technology Funding Inc. and Managing General Partner of Technology Funding Ltd. CERTIFICATION ------------- In connection with the Technology Funding Partners III, L.P. (the Partnership) Quarterly Report on Form 10-Q for the period ending June 30, 2003, as filed with the Securities and Exchange Commission (the Report), I Charles R. Kokesh, President, Chief Executive Officer, Chief Financial Officer and Chairman of Technology Funding Inc. and Managing General Partner of Technology Funding Ltd., certify, pursuant to 18 U.S.C. Section 1350, as added Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934; and 2. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership as of and for the period covered by the Report. Date: August 11, 2003 By: /s/Charles R. Kokesh -------------------------------- Charles R. Kokesh President, Chief Executive Officer, Chief Financial Officer and Chairman of Technology Funding Inc. and Managing General Partner of Technology Funding Ltd.

TECHNOLOGY FUNDING PARTNERS III L P 10-Q