Back to GetFilings.com
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, 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. 814-82
TECHNOLOGY FUNDING VENTURE PARTNERS V, AN AGGRESSIVE GROWTH FUND, L.P.
- ----------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE 94-3094910
- ------------------------------- ----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
2000 Alameda de las Pulgas, offices) (Zip Code)
Suite 250
San Mateo, California 94403
- --------------------------------------- --------
(Address of principal executive
(650) 345-2200
--------------------------------------------------
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Limited
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) exist, and therefore the market value of such Units cannot be
determined.
Documents incorporated by reference: Portions of the Registrant's
Proxy Statement relating to the Registrant's Meeting of Limited
Partners held on December 8, 2000 are incorporated by reference into
Part III of this Form 10-K where indicated.
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.
PART I
Item 1. BUSINESS
- ------ --------
Technology Funding Venture Partners V, An Aggressive Growth
Fund, L.P. (the Partnership) is a limited partnership organized
under the laws of the State of Delaware on June 26, 1989. For
the period from June 26, 1989, through May of 1990, the
Partnership was inactive. The Partnership commenced selling
units of limited partnership interest (Units) in May of 1990.
On January 2, 1991, the minimum number of Units required to
commence Partnership operations (15,000) had been sold. The
offering terminated with 400,000 Units sold on December 31,
1992. The Partnership's original contributed capital was
$40,040,046 consisting of $40,000,000 from Limited Partners for
400,000 units and $40,046 from the General Partners, Technology
Funding Ltd. (TFL) and Technology Funding Inc. (TFI). The
General Partners do not own any units.
The principal investment objectives of the Partnership are long-
term capital appreciation from venture capital investments in
new and developing companies and preservation of Limited Partner
capital through risk management and active involvement with such
companies (portfolio companies). The Partnership's investments
in portfolio companies primarily consist of equity securities
such as common and preferred shares, but also include debt
convertible into equity securities and warrants and options to
acquire equity securities. Although venture capital investments
offer the opportunity for significant gains, such investments
involve a high degree of business and financial risk that can
result in substantial losses. Among these are the risks
associated with investment in companies in an early stage of
development or with little or no operating history, companies
operating at a loss or with substantial variations in operating
results from period to period, and companies with the need for
substantial additional capital to support expansion or to
achieve or maintain a competitive position. Such companies may
face intense competition, including competition from companies
with greater financial resources, more extensive development,
manufacturing, marketing and service capabilities, and a larger
number of qualified managerial and technical personnel. There
is no ready market for many of the Partnership's investments.
The Partnership's investments in portfolio companies are
generally subject to restrictions on sale because they were
acquired from the issuer in private placement transactions or
because the Partnership is an affiliate of the issuer.
The Partnership has elected to be a business development company
under the Investment Company Act of 1940, as amended (the Act),
and operates as a nondiversified investment company as that term
is defined in the Act. The Partnership's term was extended for
a two-year period to December 31, 2000, pursuant to unanimous
approval by the Independent General Partners in 1998. The
Partnership's term was extended for an additional two-year
period to December 31, 2002 pursuant to unanimous approval by
the Independent General Partners in 1999.
Item 2. PROPERTIES
- ------ ----------
The Registrant has no material physical properties.
Item 3. LEGAL PROCEEDINGS
- ------ -----------------
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 is seeking to recover
$2,000,000, the purchase price in a contract by which the
Partnership and the other entities are alleged to have agreed to
purchase certain debt securities of the portfolio company from
Kanematsu. The Partnership and affiliated partnerships have
asserted counterclaims against Kanematsu. An arbitrator has
been selected and a hearing has been scheduled. The Partnership
intends to defend its position vigorously in this arbitration.
It is the Managing General Partners' belief that the Partnership
will ultimately prevail in this matter, although there can be no
assurance in this regard. Accordingly, the Partnership has not
accrued any liability associated with the arbitration
proceeding.
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.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------ ---------------------------------------------------
A meeting of the Limited Partners of the Partnership was held on
December 8, 2000. At that meeting, the Limited Partners elected
three Individual General Partners, each for a three-year term:
Ben H. Crawford, Ph.D. (392,471 Units voting for, 7,529 Units
voting against or abstaining), Harry E. Kitch (392,501 Units
voting for, 7,499 Units voting against or abstaining) and Afred
E. Osborne, Jr., Ph.D. (392,261 Units voting for, 7,739 Units
voting against or abstaining). Two Managing General Partners
were also elected, each for a three-year term: Technology
Funding Inc. (393,215 Units voting for, 6,785 voting against or
abstaining) and Technology Funding Limited (393,300 Units voting
for, 6,700 voting against or abstaining). The Limited Partners
also ratified the selection of Arthur Andersen LLP as
independent public accountants (386,923 Units voting for, 2,775
Units voting against and 10,302 Units abstaining). In addition,
the Limited Partners approved: (1) an amendment to Article 2,
Section (n) of the Partnership Agreement so that the salary and
benefits of a controlling person of a Managing General Partner
directly involved in carrying out the business of the
Partnership are expenses of the Partnership (331,994 Units
voting for, 48,409 Units voting against and 19,597 Units
abstaining), (2) an amendment to Article 4.01(c) of the
Partnership Agreement to remove the limit on reimbursement of
operational costs to the Managing General Partners or their
affiliates (311,294 Units voting for, 69,509 Units voting
against and 19,197 Units abstaining), (3) an amendment to
Article 1.03 of the Partnership Agreement to clarify that the
Partnership's investment objective is to maximize long-term
capital appreciation for the Limited Partners up to and
including the final day of the Partnership's operations prior to
dissolution (376,725 Units voting for, 11,839 Units voting
against and 11,436 Units abstaining), and (4) an amendment to
Article 5.04 of the Partnership Agreement to clarify the Limited
Partners' right to vote under the Investment Company Act of
1940, as amended (375,851 Units voting for, 10,317 Units voting
against and 13,832 Units abstaining).
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, 2000, there were 6,609 record holders of
Units.
(c) The Registrant, being a partnership, does not pay
dividends. Cash distributions, however, may be made to
the partners pursuant to the Partnership Agreement.
Item 6. SELECTED FINANCIAL DATA
- ------ -----------------------
For the Years Ended and As of December 31,
-----------------------------------------------------------------
2000 1999 1998 1997 1996
-------- -------- -------- -------- --------
Total interest income $ 1,994,791 290,090 16,681 109,168 177,557
Total dividend income -- -- -- 280,010 --
Net investment loss (770,603) (933,174) (1,792,028) (678,851) (1,796,650)
Net realized gain from
sales of equity
investments 17,309,822 9,932,257 5,305 3,781,057 2,174,495
Realized losses from
impairment write-downs (693,782) (2,615) (3,375,003) (1,059,212) (4,049,697)
Recoveries from
investments previously
written-off -- -- -- -- 23,922
Net realized gain from
venture capital limited
partnership investments 1,183,654 501,038 237,354 38,757 22,997
Net realized loss on
foreign currency (126,781) -- -- -- --
(Decrease) increase in
unrealized appreciation
(depreciation):
Equity investments (27,693,162) 2,923,379 2,139,142 8,572,830 2,019,333
Notes receivable (5,481,033) -- -- -- 955,000
Other investments -- -- 265,720 (265,720) --
Net (decrease) increase in
partners' capital resulting
from operations (16,271,885) 12,420,885 (2,519,510) 10,388,861 (650,600)
Net (decrease) increase in
partners' capital resulting
from operations
per Unit (1) (34.76) 25.20 (6.14) 25.77 (1.61)
Total assets 27,637,794 48,110,924 37,702,090 39,415,870 29,077,479
Distributions declared 1,935,574 6,657,582 -- -- --
Distributions declared
per Unit (2) -- 13.32 -- -- --
(1) See Notes 1 and 3 to the Financial Statements for a description of the method of calculation
of net increase (decrease) in partners' capital resulting from operations per Unit.
(2) Calculation is based on distributions declared to Limited Partners divided by the weighted
average number of Units outstanding during the year.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
- ------ -------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
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. 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 year ended December 31, 2000, net cash used by
operating activities totaled $1,330,976. The Partnership
paid management fees of $253,514 to the Managing General
Partners and reimbursed related parties for operating
expenses of $982,163. The Partnership also paid investment
sales proceeds of $72,496 to an affiliated partnership. In
addition, $42,321 was paid to the Individual General Partners
as compensation for their services. Other operating expenses
and interest expense of $528,165 and $1,720 were paid,
respectively. The Partnership received $549,403 in interest
income.
In 2000, equity investments of $5,826,031 were funded
primarily to portfolio companies in the computer systems and
software, communications and medical industries and notes
receivable of $3,250,000 were issued primarily to portfolio
companies in the computer systems and software and
industrial/business automation industries. Proceeds from the
sale of equity investments were $20,829,278 and note
repayments provided $1,118,684. Cash distributions of
$538,956 were received from venture capital limited
partnership investments. Proceeds from short-term borrowings
totaled $2,300,000 in 2000. Distributions totaling
$7,348,554 were paid to General and Limited Partners. At
December 31, 2000, the Partnership had commitments to fund
additional investments totaling $827,679.
Cash and cash equivalents at December 31, 2000, were
$13,261,432, $2,300,000 of which was pledged as collateral
for short-term borrowings. The Partnership's short-term
borrowing of $2,300,000 accrues interest at a commercial
financial institution's prime rate, which was 9.5% at
December 31, 2000, and is due on March 31, 2001. Cash
reserves, interest income on short-term investments and
future proceeds from investment sales are expected to be
adequate to fund Partnership operations through the next
twelve months.
Results of Operations
- ---------------------
2000 compared to 1999
- ---------------------
The net decrease in partners' capital resulting from
operations was $16,271,885 in 2000, compared to a net
increase in partners' capital resulting from operations of
$12,420,885 in 1999. The change was primarily due to
increased unrealized depreciation on equity investments and
notes receivable, increased operating expenses and an
increase in realized losses from impairment write-downs on
investments, partially offset by an increase in net realized
gain from sales of equity investments, increased interest
income and an increase in net realized gain from venture
capital limited partnerships.
Unrealized depreciation on equity investments was $8,356,277
at December 31, 2000, compared to unrealized appreciation on
equity investments of $19,336,885 at December 31, 1999.
During the year ending December 31, 2000, the net decrease in
unrealized appreciation of $27,693,162 was primarily
attributable to a $22,669,324 decrease in fair value of
equity investments to reflect revisions to the valuation
methodology as discussed in Note 1 to the financial
statements. Equity investments sold during 2000 resulted in
a $5,842,062 decrease in unrealized appreciation as the
appreciation was realized upon sale. The remaining change is
primarily attributable to an increase in the public share
price of Physiometrix, Inc., partially offset by unfavorable
events and market conditions for portfolio companies in the
communications, information technology and
medical/biotechnology industries. During 1999, the net
increase in unrealized appreciation of equity investments of
$2,923,379 was primarily due to portfolio companies in the
communications, medical and information technology
industries.
Unrealized depreciation on notes receivable investments was
$5,481,033 and $0 at December 31, 2000 and 1999,
respectively. During 2000, the Partnership recorded a change
in unrealized depreciation of notes receivable of $5,481,033
primarily related to loans made to Sutmyn Storage
Corporation, a portfolio company in the computer equipment,
systems and software industry. Based on events at the
portfolio company, the Managing General Partners believe the
notes and accrued interest totaling $5,446,528 have a fair
value of $0.
Operating expenses were $2,425,185 and $912,604 for 2000 and
1999, respectively. As disclosed in Note 2 to the financial
statements, the Managing General Partners absorbed $259,468
in 1999 for operating expenses in excess of 1% of total
Limited Partner capital contributions. At a meeting on
December 8, 2000, the Limited Partners approved an amendment
to the Partnership Agreement which removed the limit on
reimbursement of operational costs effective January 1, 2000.
If the amendment had not been approved, expenses in excess of
the limitation would have been $1,361,571 in 2000. In the
second quarter of 2000, the Managing General Partners billed
the Partnership an additional $196,035 for investment
management expenses incurred by the General Partners in 1998
and 1999, but not previously billed to the Partnership. If
these expenses had been billed in prior years and had the
expense limitation not been in effect in 1999, operating
expenses for 2000 and 1999 would have been $2,229,150 and
$1,265,482, respectively. In December 2000, the Limited
Partners of the Partnership approved an amendment to the
Partnership Agreement so that the salary and benefits of a
controlling person of a Managing General Partner directly
involved in carrying out the business of the Partnership are
expenses of the Partnership. This resulted in additional
operating expenses in 2000 of $124,691.
During 2000, the Partnership recorded realized losses from
impairment write-downs on investments of $693,782, which
represents the Partnership's total investment in Biex, Inc.
Biex, Inc. suspended operations in November 2000 after it was
unable to obtain additional funding. During 1999, realized
loss from impairment write-downs was $2,615.
During 2000, net realized gain from sales of equity
investments of $17,309,822 primarily related to sales of
shares in Pilot Network Services, Inc., Oxford GlycoSciences
Plc, Physiometrix, Inc. and Valentis, Inc. During 1999, the
net realized gain from sales of equity investments of
$9,932,257 resulted primarily from the sale of shares in
Pilot Network Services, Inc., partially offset by a loss on
the sale of Avalon Imaging, Inc.
In 2000, interest income of $1,944,791 was primarily due to
interest earned on secured notes receivable and higher cash
balances. During 1999, interest income was $290,090.
Net realized gain from venture capital limited partnerships
totaled $1,183,654 and $501,038 in 2000 and 1999,
respectively. The gains represented distributions from
profits of venture capital limited partnerships.
Given the inherent risk associated with the business of the
Partnership, the future performance of the portfolio company
investments may significantly impact future operations.
1999 compared to 1998
- ---------------------
The net increase in partners' capital resulting from
operations was $12,420,885 in 1999, compared to a net
decrease in partners' capital resulting from operations of
$2,519,510 in 1998. The increase was primarily due to an
increase in net realized gain from sales of equity
investments, a decrease in realized losses from impairment
write-downs on investments, an increase in the net unrealized
appreciation of investments, a decrease in total operating
expenses, an increase in total income and an increase in net
realized gain from venture capital limited partnerships.
During the year ending December 31, 1999, the net realized
gain from sales of equity investments of $9,932,257 resulted
primarily from the sale of shares in Pilot Network Services,
Inc., partially offset by a loss on the sale of Avalon
Imaging, Inc. The net realized gain from sales of equity
investments in 1998 was $5,305.
During 1999, realized loss from impairment write-downs on
investments was $2,615. During 1998, realized loss from
impairment write-downs of $3,375,003 was primarily
attributable to investments in Conversion Technologies
International, Inc., ConjuChem, Inc., Yes! Entertainment
Corporation and Transphase Systems, Inc.
Unrealized appreciation on equity investments was $19,336,885
and $16,413,506 at December 31, 1999 and 1998, respectively.
During 1999, the net increase in unrealized appreciation on
investments of $2,923,379 was primarily due to portfolio
companies in the communications, medical and information
technology industries, partially offset by decreases due to
the investment sales discussed above. During 1998, the net
increase in unrealized appreciation on investments of
$2,404,862 was primarily due to portfolio companies in the
environmental, computer systems and software, and biomedical
industries, partially offset by decreases in the medical and
industrial/business automation industries.
Total operating expenses were $912,604 and $1,461,981 for
1999 and 1998, respectively. As disclosed in Note 2 to the
financial statements, the Managing General Partners absorbed
$259,468 and $731,757 in 1999 and 1998, respectively, for
operating expenses in excess of 1% of total Limited Partner
capital contributions. During late 1998, it was determined
that certain operational costs, primarily rent, paid directly
by the Partnership were not subject to the limitation.
Consequently, in 1998, $742,623 of direct Partnership
expenses absorbed by the General Partners in prior years were
recognized as additional expenses. Also disclosed in Note 2,
the Managing General Partners re-evaluated allocations to the
Partnership in 1998 and determined that they had not fully
recovered allocable operating expenses, primarily salary,
benefits, and professional fees, as permitted by the
Partnership Agreement. As a result, the Partnership was
charged $218,363 of additional operating expenses in 1998,
which related to prior years. In 2000, the Managing General
Partners billed the Partnership an additional $196,035 for
investment management expenses consisting of $93,410 and
$102,625 for 1999 and 1998, respectively, that were incurred
by the General Partners but not previously billed to the
Partnership. Had the limitation not been in effect and had
the additional expenses been recorded in prior years, total
operating expenses would have been $1,265,482 and $1,335,377
in 1999 and 1998, respectively.
Total interest income was $290,090 and $16,681 for 1999 and
1998, respectively. The increase was primarily due to higher
cash and cash equivalents balances resulting from equity
investment sales and an increase in interest income from
secured notes receivable.
Net realized gain from venture capital limited partnerships
totaled $501,038 and $237,354 in 1999 and 1998, respectively.
The 1999 gain primarily resulted from the distributions to
the Partnership of common shares in TUT Systems, Inc.,
Efficient Networks and Pilot Network Services, Inc. and a
cash distribution from El Dorado Ventures III, L.P.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
- ------- ----------------------------------------------------------
The Partnership is subject to financial market risks,
including changes in interest rates with respect to its
investments in debt securities and interest bearing cash
equivalents as well as changes in marketable equity security
prices. The Partnership does not use derivative financial
instruments to mitigate any of these risks. The return on
the Partnership's investments is generally not affected by
foreign currency fluctuations.
The Partnership does not have a significant exposure to
modest public market price fluctuations as the Partnership
primarily invests in private business enterprises. However,
should significant changes in market equity prices occur,
there could be a longer-term effect on valuations of private
companies, which could affect the carrying value and the
amount and timing of gains realized on these investments.
Since there is typically no public market for the
Partnership's investments in private companies, the valuation
of the investments is subject to the estimate of the
Partnership's Managing General Partners. In the absence of a
readily ascertainable market value, the estimated value of
the Partnership's investments in private companies may differ
significantly from the values that would be placed on the
portfolio if a ready market existed. The Partnership's
portfolio also includes common stocks in publicly traded
companies. These investments are directly exposed to equity
price risk, in that a hypothetical ten percent change in
these equity prices would result in a similar percentage
change in the fair value of these securities. The
Partnership's investments also include some debt securities.
Since the debt securities are generally priced at a fixed
rate, changes in interest rates do not directly impact
interest income. The Partnership's debt securities are
generally held to maturity or converted into equity
securities of private companies.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ------ -------------------------------------------
The financial statements of the Registrant are set forth in
Item 14.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
- ------ ------------------------------------------------
ACCOUNTING AND FINANCIAL DISCLOSURE
-----------------------------------
None
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- ------- --------------------------------------------------
As a partnership, the Registrant has no directors or
executive officers. The Individual General Partners are
responsible for the management and administration of the
Partnership. The Individual General Partners consist of the
three Independent General Partners and a representative from
each of Technology Funding Ltd., a California limited
partnership (TFL), and its wholly owned subsidiary,
Technology Funding Inc., a California corporation (TFI). TFL
and TFI are the Managing General Partners. Reference is made
to the information regarding Individual General Partners and
the Managing General Partners in the Registrant's Proxy
Statement related to the Meeting of Limited Partners held on
December 8, 2000, which information is incorporated herein by
reference.
Item 11. EXECUTIVE COMPENSATION
- ------- ----------------------
As a partnership, the Registrant has no officers or
directors. In 2000, the Partnership incurred $247,888 in
management fees. The fees are designed to compensate the
Managing General Partners for General Partner Overhead
incurred in performing management duties for the Partnership
through December 31, 2000. General Partner Overhead (as
defined in the Partnership Agreement) includes the General
Partners' share of rent, utilities, property taxes and the
cost of capital equipment and the general and administrative
expenses paid by the Managing General Partners in performing
their obligations to the Partnership. As compensation for
their services, the Independent General Partners each receive
$6,000 annually, plus $1,000 and related expenses for each
attended meeting of the Individual General Partners and
committees thereof. For the year ended December 31, 2000,
$42,321 of such fees were incurred.
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 Managing General Partners nor any
of their officers, directors or partners own any Units. Two
of the three Independent General Partners each own 20 Units
and the third owns 70 Units. The Individual 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 Managing General Partners or their
officers and partners other than as described above, in the
notes to the financial statements, or in the Partnership
Agreement.
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:
Report of Independent Public Accountants as of and
for the year ended December 31, 2000
Independent Auditors' Report as of December 31,
1999 and for the years ended December 31, 1999
and 1998
Balance Sheets as of December 31, 2000
and 1999
Statements of Investments as of
December 31, 2000 and 1999
Statements of Operations for the years
ended December 31, 2000, 1999 and 1998
Statements of Partners' Capital for the years
ended December 31, 2000, 1999 and 1998
Statements of Cash Flows for the years
ended December 31, 2000, 1999 and 1998
Notes to Financial Statements
(2) Financial Statement Schedules
All schedules have been omitted because they are
not applicable or the required information is
included in the financial statements or the notes
thereto.
(3) Exhibits
None
(b) Reports on Form 8-K
A report on Form 8-K was filed by the Registrant on
November 13, 2000 to report the appointment of Arthur
Andersen LLP as the Partnership's independent public
accountants. No financial statements were filed.
(c) Financial Data Schedule for the year ended and as of
December 31, 2000 (Exhibit 27).
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
- ----------------------------------------
To the Partners of
Technology Funding Venture Partners V, An Aggressive Growth Fund,
L.P.:
We have audited the accompanying balance sheet of Technology Funding
Venture Partners V, An Aggressive Growth Fund, L.P. (a Delaware
limited partnership) (the Fund), including the statement of
investments, as of December 31, 2000, and the related statements of
operations, partners' capital, and cash flows for the year then ended.
These financial statements are the responsibility of the Fund's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States. 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
physical inspection of securities owned as of December 31, 2000. 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 audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Technology
Funding Venture Partners V, An Aggressive Growth Fund, L.P. as of
December 31, 2000, and the results of its operations, changes in
partners' capital and its cash flows for the year then ended in
conformity with accounting principles generally accepted in the United
States.
Los Angeles, California /S/ARTHUR ANDERSEN LLP
March 16, 2001
INDEPENDENT AUDITORS' REPORT
----------------------------
The Partners
Technology Funding Venture Partners V, An Aggressive Growth Fund,
L.P.:
We have audited the accompanying balance sheet of Technology Funding
Venture Partners V, An Aggressive Growth Fund, L.P. (a Delaware
limited partnership), including the statement of investments, as of
December 31, 1999, and the related statements of operations, partners'
capital, and cash flows for each of the years in the two-year period
ended December 31, 1999. 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 auditing standards
generally accepted in the United States of America. Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.
Our procedures included confirmation of certain securities and notes
owned, by correspondence with the individual investee and borrowing
companies, and a physical examination of those securities held by a
safeguarding agent as of December 31, 1999. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Technology
Funding Venture Partners V, An Aggressive Growth Fund, L.P. as of
December 31, 1999, and the results of its operations and its cash
flows for each of the years in the two-year period ended December 31,
1999, in conformity with accounting principles generally accepted in
the United States of America.
Albuquerque, New Mexico /S/KPMG LLP
March 29, 2000
BALANCE SHEETS
- --------------
December 31,
---------------------
2000 1999
------ ------
ASSETS
Investments:
Equity investments (cost basis of
$22,579,228 and $19,844,552 for
2000 and 1999, respectively) $14,222,951 39,181,437
Notes receivable, net, (cost basis
of $5,619,053 and 2,569,534 for 2000
and 1999, respectively) 138,020 2,569,534
---------- ----------
Total investments 14,360,971 41,750,971
Cash and cash equivalents 13,261,432 6,356,856
Other assets 15,391 3,097
---------- ----------
Total assets $27,637,794 48,110,924
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 89,604 56,565
Distributions payable to Limited and
General Partners -- 5,412,980
Due to related parties 841,879 27,609
Short-term borrowings 2,300,000 --
---------- ----------
Total liabilities 3,231,483 5,497,154
Commitments and contingencies
Partners' capital
(400,000 Limited Partner Units
outstanding) 24,406,311 42,613,770
---------- ----------
Total liabilities and
partners' capital $27,637,794 48,110,924
========== ==========
The accompanying notes are an integral part of these financial
statements.
STATEMENTS OF INVESTMENTS
- -------------------------
Principal
Amount or December 31, 2000 December 31, 1999
Industry Shares at ------------------ -----------------
(1) Investment December 31, Cost Fair Cost Fair
Company Position Date 2000 Basis Value Basis Value
- ---------------- -------- ---------- ----------- ----- ----- ----- -----
Equity Investments
- ------------------
Biomedical
- ----------
0.9% and 0.4% at December 31, 2000 and 1999, respectively
- ---------------------------------------------------------
Axys
Pharmaceuticals, Common
Inc. shares 2000 40,000 $ 188,000 225,000 500,000 154,751
ConjuChem Inc. Preferred
(a) share warrants aggregate
at exercise purchase
price TBD; price
expiring 2001 1996 $29,689 0 0 0 0
---------- ---------- ---------- ----------
188,000 225,000 500,000 154,751
---------- ---------- ---------- ----------
Biotechnology
- -------------
9.1% and 8.0% at December 31, 2000 and 1999, respectively
- ---------------------------------------------------------
CV Therapeutics, Common
Inc. share
warrant
at $20.00;
exercised
2000 1995 -- -- -- 1,280 16,522
STATEMENTS OF INVESTMENTS (continued)
- -------------------------------------
CV Therapeutics, Common 1994-
Inc. Shares 1995 -- -- -- 322,800 407,741
Molecular
Geriatrics Common
Corporation (a) shares 1993 47,170 250,000 33,019 250,000 94,340
Prolinx, Inc.(a) Preferred 1995-
shares 2000 1,888,287 2,514,023 1,982,702 2,254,888 2,666,825
Prolinx, Inc.(a) Convertible
Note (2) 2000 $73,300 73,601 25,760 -- --
Prolinx, Inc. Common and
(a) Preferred share
warrants at
$.0001-$.05; 1998-
expiring 2004 1999 TBD 247,949 176,395 247,949 244,305
--------- ---------- ---------- ---------
3,085,573 2,217,876 3,076,917 3,429,733
--------- ---------- ---------- ----------
Communications
- --------------
1.6% and 6.9% at December 31, 2000 and 1999, respectively
- ---------------------------------------------------------
Efficient Common
Networks, Inc. shares 2000 10,216 530,870 145,578 75,254 64,487
eoSports, Preferred
Incorporated (a) shares 2000 652,000 652,000 65,200 -- --
Pegasus
Communications Common
Corporation shares 2000 994 25,896 25,596 -- --
Positive
Communications, Preferred 1994-
Inc.(a) shares 1999 200,801 253,009 37,951 252,028 252,028
Positive
Communications, Common
Inc.(a) shares 1999 303,599 1,076,011 57,380 1,076,011 382,535
Positive Common share
Communications, warrants at
Inc.(a) $.50; expiring
2001 1996 9,246 10 1,054 10 7,027
STATEMENTS OF INVESTMENTS (continued)
- -------------------------------------
Women.com Common 1996-
Networks, Inc. shares 2000 258,108 301,403 56,474 499,457 2,215,011
---------- ---------- ---------- ----------
2,839,199 389,233 1,902,760 2,921,088
---------- ---------- ---------- ----------
Computer Systems and Software
- -----------------------------
1.2% and 10.7% at December 31, 2000 and 1999, respectively
- ----------------------------------------------------------
Ascent Logic Preferred
Corporation(a) shares 1992 425,532 396,000 14,894 396,000 148,936
Ascent Logic Common
Corporation(a) shares 1997 36,443 23,795 1,275 23,796 12,755
Audio
Basket.com, Preferred
Inc. (a) shares 2000 632,912 1,000,000 250,000 -- --
Lynk Systems, Common
Inc.(a) share 1998 105,000 38,500 15,750 38,500 157,500
Pilot Network Common 1996-
Services, Inc. shares 1999 -- -- -- 284,553 4,259,590
---------- ---------- ---------- ----------
1,458,295 281,919 742,849 4,578,781
---------- ---------- ---------- ----------
Environmental
- -------------
0.1% and 0.1% at December 31, 2000 and 1999, respectively
- ---------------------------------------------------------
Triangle
Biomedical
Sciences, Common
Inc.(a) shares 1999 1,806 35,560 17,698 35,560 50,568
Triangle Common
Biomedical share warrants
Sciences, at $28.00;
Inc.(a) expiring 2009 1999 1,806 1,806 632 1,806 1,806
---------- ---------- ---------- ----------
37,366 18,330 37,366 52,374
---------- ---------- ---------- ----------
STATEMENTS OF INVESTMENTS (continued)
- -------------------------------------
Industrial/Business Automation
- ------------------------------
1.8% and 1.8% at December 31, 2000 and 1999, respectively
- ---------------------------------------------------------
Portable Energy
Products, Inc. Preferred 1995-
(a) (b) shares 2000 726,907 2,678,636 363,452 1,972,520 747,704
Portable Energy Common and
Products, Inc. Preferred share
(a) (b) warrants at
$.60-$10.00;
expiring 1996-
2001-2004 2000 353,495 4,186 87,858 4,186 18,682
PRI Automation, Common
Inc. shares 1999 -- -- -- 451 635
---------- ---------- ---------- ----------
2,682,822 451,310 1,977,157 767,021
---------- ---------- ---------- ----------
Information Technology
- ----------------------
0.6% and 3.3% at December 31, 2000 and 1999, respectively
- ---------------------------------------------------------
WorldRes, Inc. Preferred 1997-
(a) (b) shares 1999 117,127 819,652 140,556 819,652 1,361,029
WorldRes, Inc. Preferred
(a) (b) share warrants
at $3.70-$4.63;
expiring 1997-
2002-2003 1998 6,479 62 0 62 45,524
---------- ---------- ---------- ----------
819,714 140,556 819,714 1,406,553
---------- ---------- ---------- ----------
STATEMENTS OF INVESTMENTS (continued)
- -------------------------------------
Medical
- -------
31.8% and 49.8% at December 31, 2000 and 1999, respectively
- -----------------------------------------------------------
Acusphere, Inc. Preferred 1995-
(a) shares 1997 377,531 762,499 1,075,963 762,499 1,245,852
Adesso Healthcare
Technology
Services, Inc.
(formerly ADESSO
Specialty
Services
Organization Preferred 1995-
Inc.)(a) (b) shares 2000 808,543 2,024,445 0 1,835,999 6,697,538
Adesso Healthcare
Technology
Services, Inc.
(formerly ADESSO
Specialty
Services
Organization Convertible
Inc.)(a) (b) note (2) 2000 $458,376 458,376 343,782 -- --
Adesso Healthcare
Technology
Services, Inc.
(formerly ADESSO
Specialty Preferred
Services share warrant
Organization at $1.00;
Inc)(a)(b) expiring 2001 1996 68,704 0 0 0 508,410
Atherotech, Preferred
Inc. (a) share 2000 750,000 1,500,000 900,000 -- --
Biex, Inc. Preferred 1993-
(a) (b) shares 1999 -- -- -- 678,409 678,409
CareCentric.
Solutions,
Inc.(formerly
Simione Central Common
Holdings, Inc.) shares 1999 13,715 206,718 34,544 206,718 73,291
STATEMENTS OF INVESTMENTS (continued)
- -------------------------------------
Endocare, Inc. Common 1996-
(b) shares 1999 49,764 163,874 317,246 163,874 414,286
Intella
Interventional Common
Systems, Inc. shares 1993 584 0 0 0 0
Intella
Interventional Preferred
Systems, Inc. shares 1993 -- -- -- 0 0
Oxford
GlycoSciences Common
Plc shares 1993 -- -- -- 999,927 1,772,432
Periodontix, Preferred 1993-
Inc.(a) shares 1999 339,253 556,001 83,400 556,001 763,320
Periodontix, Common share
Inc.(a) warrants
at $2.25;
expiring 1999-
2004-2006 2000 24,667 0 0 0 0
Periodontix, Convertible 1999-
Inc.(a) notes (2) 2000 $273,000 302,296 45,344 182,501 182,501
Pharmadigm, Preferred 1993-
Inc.(a) shares 1998 733,815 1,079,396 220,144 1,079,396 1,775,833
Pharmadigm, Preferred
Inc.(a) share warrants
at $2.00;
expiring
2001 1996 10,833 0 0 378 4,815
Pharmos Common
Corporation shares 1995 -- -- -- 45,248 122,170
Pherin
Pharmaceuticals, Preferred
Inc.(a) shares 1991 200,000 200,000 106,000 200,000 1,060,000
Physiometrix, Common
Inc. share warrant
at $6.60;
exercised 1996 -- -- -- 179 0
Physiometrix, Common
Inc. shares 1996 139,769 285,023 2,227,569 668,557 947,169
R2 Technology, Preferred 1994-
Inc. (a) shares 1996 468,541 537,080 593,465 537,080 1,714,452
STATEMENTS OF INVESTMENTS (continued)
- -------------------------------------
R2 Technology, Preferred
Inc.(a) share warrant
at $2.00;
expired 1995 -- -- -- 0 14,647
Resolution
Sciences Preferred
Corporation (a) shares 2000 485,000 970,000 291,000 -- --
Sanarus Medical, Preferred
Inc.(a)(b) shares 1999 260,000 390,000 117,000 390,000 390,000
Valentis, Inc. Common 1994-
shares 1995 196,274 762,234 1,398,453 1,170,001 2,866,020
---------- ---------- ---------- ----------
10,197,942 7,753,910 9,476,767 21,231,145
---------- ---------- ---------- ----------
Microelectronics
- ----------------
7.0% and 8.0% at December 31, 2000 and 1999, respectively
- ---------------------------------------------------------
Tessera, Inc.(a) Preferred
shares 1992 666,666 500,000 1,666,665 500,000 3,333,330
Tessera, Inc.(a) Common
shares 1997 72,754 56,500 36,377 56,500 72,754
---------- ---------- ---------- ----------
556,500 1,703,042 556,500 3,406,084
---------- ---------- ---------- ----------
Retail/Consumer Products
- ------------------------
0.0% and 0.0% at December 31, 2000 and 1999, respectively
- ---------------------------------------------------------
Horizon Organic
Holding Common
Corporation shares 1999 -- -- -- 15,797 7,698
YES!
Entertainment Common
Corporation shares 1995 -- -- -- 0 5,000
--------- ---------- ---------- ----------
-- -- 15,797 12,698
--------- ---------- ---------- ----------
STATEMENTS OF INVESTMENTS (continued)
- -------------------------------------
Venture Capital Limited Partnership Investments
- -----------------------------------------------
4.3% and 2.9% at December 31, 2000 and 1999, respectively
- ---------------------------------------------------------
CVM Equity Ltd.
Fund IV, Ltd(a) Partnership
interests various $150,000 76,436 58,806 76,436 144,768
El Dorado Ltd.
Ventures III, Partnership
L.P. (a) interests various $250,000 212,460 376,039 212,460 568,922
O,W&W Pacrim Ltd.
Investments Partnership
Limited (a) interests various 400 1,000 263,115 25,900 21,691
Spectrum Equity Ltd.
Investors, Partnership
L.P.(a) interests various $478,025 376,107 277,112 376,107 410,364
Trinity Ventures Ltd.
IV, L.P. (a) Partnership
interests various $175,006 47,814 66,703 47,822 75,464
---------- ---------- ---------- ----------
713,817 1,041,775 738,725 1,221,209
---------- ---------- ---------- ----------
Total equity investments - 58.4% and 91.9% at
December 31, 2000 and 1999, respectively 22,579,228 14,222,951 19,844,552 39,181,437
---------- ---------- ---------- ----------
Notes Receivable, Net
- ---------------------
Avalon Vision Secured
Solutions, Inc. note, 16%,
due 2004 1999 $169,511 172,525 138,020 292,868 292,868
Portable Energy Secured
Products, Inc. note, 8.5%,
due on
demand 1999 -- -- -- 184,999 184,999
STATEMENTS OF INVESTMENTS (continued)
- -------------------------------------
Sutmyn Secured
Storage note, 50%,
Corporation due on 1999-
demand 2000 $4,000,000 5,446,528 0 2,091,667 2,091,667
---------- ---------- ---------- ----------
Total notes receivable - 0.5% and 6.0% at
December 31, 2000 and 1999, respectively 5,619,053 138,020 2,569,534 2,569,534
---------- ---------- ---------- ----------
Total investments - 58.9% and 97.9% at
December 31, 2000 and 1999, respectively $28,198,281 14,360,971 22,414,086 41,750,971
========== ========== ========== ==========
Legend and footnotes:
- -- No investment held at end of period.
0 Investment active with a carrying value or fair value of zero.
(a) Equity security acquired in a private placement transaction; resale may be subject to certain
selling restrictions.
(b) Portfolio company is an affiliate of the Partnership; resale may be subject to certain selling
restrictions.
(1) Represents the total fair value of a particular industry segment as a percentage of partners'
capital at 12/31/00 and 12/31/99.
(2) The Partnership has no income-producing equity investments except for convertible notes which
include accrued interest. Interest rates on such notes range from 9.5% to 12%.
The accompanying notes are an integral part of these financial statements.
STATEMENTS OF OPERATIONS
- ------------------------
For the Years Ended December 31,
------------------------------------
2000 1999 1998
------ ------ ------
Investment income:
Notes receivable
interest $ 1,431,324 131,465 2,170
Short-term investment
interest 513,467 158,625 14,511
---------- ---------- ---------
Total investment
income 1,944,791 290,090 16,681
Costs and expenses:
Management fees 247,888 273,980 310,355
Independent General
Partners' compensation 42,321 36,680 36,373
Operating expenses:
Administrative and
investor services 1,021,290 630,612 747,710
Investment operations 1,060,866 286,252 400,301
Professional fees 167,542 101,392 92,298
Computer services 173,767 146,785 200,607
Interest expense 1,720 7,031 10,199
Expenses absorbed by
General Partners -- (259,468) (731,757)
Expenses absorbed by
General Partners
in prior years -- -- 742,623
---------- ---------- ---------
Total operating
expenses 2,425,185 912,604 1,461,981
---------- ---------- ---------
Total costs and
expenses 2,715,394 1,223,264 1,808,709
---------- ---------- ---------
Net investment loss (770,603) (933,174) (1,792,028)
---------- ---------- ---------
Net realized gain from
sales of equity
investments 17,309,822 9,932,257 5,305
Realized losses from
impairment write-downs (693,782) (2,615) (3,375,003)
Net realized gain from
venture capital limited
partnership investments 1,183,654 501,038 237,354
Net realized loss on
foreign currency (126,781) -- --
---------- ---------- ---------
Net realized income
(loss) 17,672,913 10,430,680 (3,132,344)
---------- ---------- ---------
(Decrease) increase in
unrealized appreciation
(depreciation):
Equity investments (27,693,162) 2,923,379 2,139,142
Notes receivable (5,481,033) -- --
Other investments -- -- 265,720
---------- ---------- ---------
Net (decrease) increase in
unrealized appreciation
(depreciation) (33,174,195) 2,923,379 2,404,862
---------- ---------- ---------
Net (decrease) increase
in partners' capital
resulting from
operations $(16,271,885) 12,420,885 (2,519,510)
========== ========== =========
Net (decrease) increase
in partners' capital
resulting from
operations per Unit $ (34.76) 25.20 (6.14)
========== ========== =========
The accompanying notes are an integral part of these financial
statements.
STATEMENTS OF PARTNERS' CAPITAL
- -------------------------------
For the years ended December 31, 2000, 1999 and 1998:
Limited General
Partners Partners Total
-------- -------- -----
Partners' capital,
January 1, 1998 $39,297,930 72,047 39,369,977
Net investment loss (1,747,297) (44,731) (1,792,028)
Net realized loss (3,050,606) (81,738) (3,132,344)
Net increase in unrealized
appreciation 2,342,428 62,434 2,404,862
---------- --------- ----------
Partners' capital,
December 31, 1998 36,842,455 8,012 36,850,467
Net investment loss (745,783) (187,391) (933,174)
Net realized income 8,431,691 1,998,989 10,430,680
Net increase in unrealized
appreciation 2,392,715 530,664 2,923,379
Distributions (5,326,066) (1,331,516) (6,657,582)
---------- --------- ----------
Partners' capital,
December 31, 1999 41,595,012 1,018,758 42,613,770
Net investment loss (664,622) (105,981) (770,603)
Net realized income 15,393,317 2,279,596 17,672,913
Net decrease in unrealized
appreciation (depreciation) (28,631,472) (4,542,723) (33,174,195)
Distributions -- (1,935,574) (1,935,574)
---------- --------- ----------
Partners' capital,
December 31, 2000 $27,692,235 (3,285,924) 24,406,311
========== ========= ==========
The accompanying notes are an integral part of these financial
statements.
STATEMENTS OF CASH FLOWS
- ------------------------
For The Years Ended December 31,
-----------------------------------
2000 1999 1998
------ ------ ------
Cash flows from operating
activities:
Interest received $ 549,403 158,764 15,523
Cash paid to vendors (528,165) (396,778) (176,951)
Cash paid to related parties (1,350,494) (1,538,235) (844,358)
Interest paid on short-term
borrowings (1,720) (7,031) (10,199)
---------- ---------- ---------
Net cash used by
operating activities (1,330,976) (1,783,280) (1,015,985)
---------- ---------- ---------
Cash flows from investing
activities:
Notes receivable issued (3,250,000) (2,499,957) (2,766)
Purchase of equity
investments (5,826,031) (2,435,312) (1,406,319)
Repayment of notes
receivable 1,118,684 -- 92,047
Proceeds from sales of
investments 20,829,278 14,094,806 103,634
Distributions from venture
capital limited partnership
investments 538,956 329,551 285,504
---------- ---------- ---------
Net cash provided (used)
by investing activities 13,410,887 9,489,088 (927,900)
---------- ---------- ---------
Cash flows from financing
activities:
Proceeds from (repayment of)
short-term borrowings, net 2,300,000 (120,200) 120,200
Distributions (7,348,554) (1,244,602) --
---------- ---------- ---------
Net cash (used) provided
by financing activities (5,048,554) (1,364,802) 120,200
---------- ---------- ---------
Effect of exchange rate changes
on cash and cash equivalents (126,781) -- --
---------- ---------- ---------
Net increase (decrease) in
cash and cash equivalents 6,904,576 6,341,006 (1,823,685)
Cash and cash equivalents
at beginning of year 6,356,856 15,850 1,839,535
---------- ---------- ---------
Cash and cash equivalents
at end of year $ 13,261,432 6,356,856 15,850
========== ========== =========
STATEMENTS OF CASH FLOWS (continued)
- -----------------------------------
For The Years Ended December 31,
-----------------------------------
2000 1999 1998
------ ------ ------
Reconciliation of net
(decrease) increase in
partners' capital resulting
from operations to net cash
used by operating activities:
Net (decrease) increase in
partners' capital resulting
from operations $(16,271,885) 12,420,885 (2,519,510)
Adjustments to reconcile net
(decrease) increase in
partners' capital resulting
from operations to net cash
used by operating activities:
Net decrease (increase) in
unrealized appreciation
(depreciation):
Equity investments 27,693,162 (2,923,379) (2,139,142)
Notes receivable 5,481,033 -- --
Other investments -- -- (265,720)
Realized losses from
impairment write-downs 693,782 2,615 3,375,003
Net realized gain from sales
of equity investments (17,309,822) (9,932,257) (5,305)
Net realized gain from
venture capital limited
partnership investments (1,183,654) (501,038) (237,354)
Net realized loss on foreign
currency transaction 126,781 -- --
Changes in:
Accrued interest on
notes receivable (1,395,388) (131,326) (819)
Due to/from related parties 814,270 (715,865) 757,056
Other, net 20,745 (2,915) 19,806
---------- ---------- ---------
Net cash used by
operating activities $ (1,330,976) (1,783,280) (1,015,985)
========== ========== =========
STATEMENTS OF CASH FLOWS (continued)
- -----------------------------------
For The Years Ended December 31,
-----------------------------------
2000 1999 1998
------ ------ ------
Supplemental schedule of
non-cash investing activities:
Notes receivable
converted to equity
investments $424,999 36,763 --
======= ========= =======
Investment sales proceeds
payable to affiliated
partnership $ -- 72,496 --
======= ========= =======
Supplemental schedule of
non-cash financing
activities:
Distributions payable to
Limited and General
Partners $ -- 5,412,980 --
======= ========= =======
The accompanying notes are an integral part of these financial
statements.
NOTES TO FINANCIAL STATEMENTS
- -----------------------------
1. Summary of Significant Accounting Policies
------------------------------------------
Organization
- ------------
Technology Funding Venture Partners V, An Aggressive Growth Fund, L.P.
(the Partnership) is a limited partnership organized under the laws of
the State of Delaware on June 26, 1989. The purpose of the Partnership
is to make venture capital investments in emerging growth companies. The
Partnership elected to be treated as a business development company under
the Investment Company Act of 1940, as amended (the Act), and operates as
a nondiversified investment company as that term is defined in the Act.
The Individual General Partners are responsible for the management and
administration of the Partnership. The Managing General Partners are
Technology Funding Ltd. (TFL) and Technology Funding Inc. (TFI), a wholly
owned subsidiary of TFL.
For the period from June 26, 1989, through May of 1990, the Partnership
was inactive. The Partnership commenced selling units of limited
partnership interest (Units) in May of 1990. On January 2, 1991, the
minimum number of Units required to commence Partnership operations
(15,000) had been sold. The offering terminated with 400,000 Units sold
on December 31, 1992. The Partnership's original contributed capital was
$40,040,046 consisting of $40,000,000 from Limited Partners for 400,000
units and $40,046 from General Partners. The General Partners do not own
any units. The Partnership's term was extended for a two-year period to
December 31, 2000, pursuant to unanimous approval by the Independent
General Partners in 1998. The Partnership's term was extended for an
additional two-year period to December 31, 2002 pursuant to unanimous
approval by the Independent General Partners in 1999.
Preparation of Financial Statements and Use of Estimates
- --------------------------------------------------------
The accompanying financial statements have been prepared on the accrual
basis of accounting. The preparation of financial statements in
conformity with accounting principles generally accepted in the United
States 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 income and expenses during the reporting
period. Actual results could differ from those estimates. Significant
estimates include the estimate of fair value of investments, liabilities
and contingencies. Because of the inherent uncertainty of valuation, the
estimated fair value of investments may differ significantly from the
values that would have been used had a ready market for investments
existed, and the differences could be material.
Reclassifications
- -----------------
Certain reclassifications have been made to prior-year balances to
conform to the current year presentation.
Investments
- -----------
Investments are carried at fair value.
Equity and Other Investments
----------------------------
Under the direction and control of the Independent General Partners, the
Managing General Partners are delegated the authority to establish
valuation procedures and periodically apply such procedures to the
Partnership's investment portfolio. In fulfilling this responsibility,
the Managing General Partners periodically update and revise the
valuation procedures used to determine fair value in order to reflect new
events, changing market conditions, more experience with investee
companies or additional information, any of which may require the
revision of previous estimating procedures. The valuation procedures
were revised and updated by the Managing General Partners during the year
ended December 31, 2000.
Unrestricted publicly traded securities are valued at the closing sales
price or bid price that is available on a national securities exchange or
over-the-counter market. Valuation discounts of 5% to 50% are applied to
publicly traded securities subject to resale restrictions resulting from
Rule 144 or contractual lock-ups, such as those commonly associated with
underwriting agreements or knowledge of material non-public information.
The fair value of all other investments is determined in good faith by
the Managing General Partners under the delegated authority of the
Independent General Partners after consideration of available relevant
information. There is no ready market for the Partnership's investments
in private companies or unregistered securities of public companies.
Fair value is generally defined as the amount the Partnership could
reasonably expect to receive for an investment in an orderly disposition
based on a current sale. Significant factors considered in the
estimation of fair value include the inherent illiquidity of and lack of
marketability associated with venture capital investments in private
companies or unregistered securities, the investee company's enterprise
value established in the last round of venture financing, changes in
market conditions since the last round of venture financing or since the
last reporting period, the value of a minority interest in the investee
company, contractual restrictions on resale typical of venture financing
instruments, the investee company's financial position and ability to
obtain any necessary additional financing, the investee company's
performance as compared to its business plan, and the investee company's
progress towards initial public offering. The values determined for the
Partnership's investments in these securities are based upon available
information at the time the good faith valuations are made and do not
necessarily represent the amount which might ultimately be realized,
which could be higher or lower than the reported fair value.
At December 31, 2000 and December 31, 1999, the investment portfolio
included investments totaling $8,750,716 and $24,633,425, respectively,
whose fair values were established in good faith by the Managing General
in the absence of readily ascertainable market values. In addition,
investments in publicly traded securities which have been subjected to a
discount for legal or contractual restrictions as determined by the
Managing General Partners amounted to $318,360 and $2,288,937 at December
31, 2000 and December 31, 1999, respectively. Because of the inherent
uncertainty in the valuation, the values may differ significantly from
the values that would have been used had a ready market for the
securities existed, and the differences could be material.
Venture capital limited partnership investments are valued based on the
fair value of the underlying investments. Limited partnership
distributions that are a return of capital reduce the cost basis of the
Partnership's investment. Distributions from limited partnership
cumulative earnings are reflected as realized gains by the Partnership.
In the case of an other-than-temporary decline in value below cost basis,
an appropriate reduction in the cost basis is recognized as a realized
loss with the new cost basis being adjusted to equal the fair value of
the investment. Cost basis adjustments are reflected as "Realized losses
from impairment write-downs" or "Net realized loss from venture capital
limited partnership investments" on the Statements of Operations.
Sales of equity investments are recorded on the trade date. The basis on
which cost is determined in computing realized gains or losses is
specific identification.
Notes Receivable
----------------
The fair value of notes receivable is determined in good faith by the
Managing General Partners under the authority of the Independent General
Partners. Fair value is generally defined as the amount the Partnership
could reasonably expect to receive for the notes and accrued interest on
the valuation date. The values determined for the Partnership's notes
receivable are based upon available information at the time the good
faith valuations are made and do not necessarily represent the amount
which might ultimately be realized which could be higher or lower than
the reported fair value. When the Managing General Partners' assessment
of fair value indicates that future collectability of interest or
principal is in doubt, notes are placed on nonaccrual status.
Cash and Cash Equivalents
- -------------------------
Cash and cash equivalents are principally comprised of cash invested in
demand accounts and money market instruments and are stated at cost plus
accrued interest. The 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 accounting
principles generally accepted in the United States which may not equate
to tax accounting. The cost of investments on a tax basis at December
31, 2000 and 1999, was $22,933,547 and $23,372,302, respectively. At
December 31, 2000 and 1999, gross unrealized appreciation and
depreciation on investments based on cost for federal income tax purposes
were as follows:
December 31, December 31,
2000 1999
------------ ------------
Unrealized appreciation $ 5,855,071 24,991,486
Unrealized depreciation (14,427,647) (6,612,817)
---------- ----------
Net unrealized (depreciation)
appreciation $ (8,572,576) 18,378,669
========== ==========
Net Increase (Decrease) in Partners' Capital Resulting from
- -----------------------------------------------------------
Operations Per Unit
- -------------------
Net increase (decrease) in partners' capital resulting from operations
per Unit is calculated by dividing the weighted average number of Units
outstanding of 400,000 for the years ended December 31, 2000, 1999 and
1998, into the total net increase (decrease) in partners' capital
resulting from operations allocated to the Limited Partners. The
Managing General Partners contributed 0.1% of total Limited Partner
capital contributions and did not receive any Partnership units.
2. Related Party Transactions
--------------------------
Related party costs are included in costs and expenses shown on the
Statements of Operations. For the years ended December 31, 2000, 1999
and 1998, related party costs were as follows:
2000 1999 1998
-------- -------- --------
Management fees $ 247,888 273,980 310,355
Independent General Partners'
compensation 42,321 36,680 36,373
Reimbursable operating expenses:
Administrative and investor services 652,454 351,206 668,292
Investment operations 1,048,334 273,187 374,921
Computer services 173,767 146,785 200,607
Expenses absorbed by General Partners -- (259,468) (731,757)
Expenses absorbed by General Partners
in prior years -- -- 742,623
Management fees are 1% per annum of adjusted capital contributions.
Management fees compensate the Managing General Partners solely for
General Partner Overhead (as defined in the Partnership Agreement)
incurred in supervising the operation and management of the Partnership
and the Partnership's investments. Management fees due to the Managing
General Partners were $20,657 and $26,283 and were included in due to
related parties at December 31, 2000 and 1999, respectively.
The Partnership reimburses the Managing General Partners for certain
operating expenses incurred in connection with the business of the
Partnership. Reimbursable operating expenses paid by the Managing
General Partners include expenses (other than Organizational and Offering
Expenses and General Partner Overhead) such as administrative and
investor services, investment operations, and computer services. Prior
to 2000, the Partnership Agreement stated that the Partnership could not
reimburse the Managing General Partners for certain operational costs
that aggregate more than 1% of total Limited Partner capital
contributions. On December 8, 2000, the Limited Partners approved an
amendment to the Partnership Agreement which removed the limit on
reimbursement of operational costs effective January 1, 2000. If the
amendment had not been approved, expenses in excess of the limitation
would have been $1,361,571 in 2000. At December 31, 2000 amounts due to
related parties for such expenses were $821,222, compared to $71,170 due
from related parties at December 31, 1999.
In 1999 and 1998, the Managing General Partners absorbed $259,468 and
$731,757, respectively, in operating expenses. In late 1998, it was
determined that certain operational costs, primarily rent, absorbed by
the General Partners in prior years were not subject to the operation
cost limitation; consequently, $742,623 was reimbursed to the General
Partners.
The Managing General Partners allocate operating expenses incurred in
connection with the business of the Partnership based on employee hours
incurred. In 1998, operating cost allocations to the Partnership were
re-evaluated. The Managing General Partners determined that they had not
fully recovered allocable operating expenses, primarily salary, benefits
and professional fees, as permitted by the Partnership Agreement. As a
result, the Partnership was charged additional operating expenses of
$218,363 relating to prior years. In 2000, the Managing General Partners
billed the Partnership an additional $196,035 for investment management
expenses consisting of $93,410 and $102,625 for 1999 and 1998,
respectively, that were incurred by the General Partners but not
previously billed to the Partnership. Had the additional expenses been
recorded in prior years and had the operating expense limitation not been
in effect in 1999 and 1998, operating expenses would have been
$2,229,150, $1,265,482 and $1,335,377 for 2000, 1999 and 1998,
respectively.
In December 2000, the Limited Partners of the Partnership approved an
amendment to the Partnership Agreement so that the salary and benefits of
a controlling person of a Managing General Partner directly involved in
carrying out the business of the Partnership are expenses of the
Partnership. This resulted in additional operating expenses in 2000 of
$124,691.
The Partnership, at December 31, 1999, owed an affiliated partnership
$72,496 for proceeds from equity investment sales. This amount was paid
in February, 2000.
As compensation for their services, the Independent General Partners each
receive $6,000 annually, plus $1,000 and related expenses for each
attended meeting of the Individual General Partners or committee thereof.
Two of the three Independent General Partners each own twenty Units and
the third owns seventy Units.
Effective November 1, 1997, TFL assigned its California office lease to
Technology Funding Property Management LLC (TFPM), an entity that is
affiliated to the Managing General Partner. Effective December 31, 1998,
TFPM was acquired by TFL. Under the terms of a rent agreement, TFL
charges the Partnership for its share of office rent and related overhead
costs on a cost recovery basis. In 2000 and 1999, these costs totaled
$86,981 and $42,148, respectively, and are included in administrative and
investor service costs.
Under the terms of a computer service agreement, Technology
Administrative Management, a division of TFL, charges the Partnership for
its share of computer support costs. These amounts are included in
computer services expenses.
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 December 31, 2000, the
Partnership and affiliated partnerships had an indirect interest in non-
transferable Endocare, Inc. and Physiometrix, Inc. options with a fair
market value of $169,064.
3. Allocation of Profits and Losses
--------------------------------
In accordance with the Partnership Agreement (see Note 1), net profits
and losses of the Partnership are allocated based on the beginning-of-
year partners' capital balances as follows:
(a) Profits:
(i) First, to those partners with deficit capital account
balances until such deficits have been eliminated;
(ii) Second, to the partners as necessary to offset net decrease
in partners' capital resulting from operations and sales
commissions previously allocated under (b)(ii) below; then
(iii)75% to the Limited Partners as a group in proportion to the
number of Units, 5% to the Limited Partners in proportion to
the Unit Months of each Limited Partner, and 20% to the
Managing General Partners. Unit months are the number of
half months a Unit would be outstanding if held from the
date the original holder of such Unit was deemed admitted
into the Partnership until the termination of the offering
of Units.
(b) Losses:
(i) First, to the partners as necessary to offset the net
profits previously allocated to the partners under (a)(iii)
above; then
(ii) 99% to the Limited Partners and 1% to the Managing General
Partners.
Losses allocable to Limited Partners in excess of their capital account
balances will be allocated to the Managing General Partners. Net profit
thereafter, otherwise allocable to those Limited Partners, is allocated
to the Managing General Partners to the extent of such losses. For
allocation purposes, the Units held by the Independent General Partners
will be treated as Units held by Limited Partners.
Losses from unaffiliated venture capital limited partnership investments
are allocated pursuant to section (b) above. Gains are allocated 99% to
the Limited Partners and 1% to the Managing General Partners.
4. Equity Investments
------------------
All investments are valued at fair value as determined in good faith by
the Managing General Partners. See Note 1-Investments.
Marketable Equity Securities
- ----------------------------
At December 31, 2000 and 1999, marketable equity securities had aggregate
costs of $2,248,462 and $3,856,351, respectively, and aggregate market
values of $4,112,100 and $11,037,866, respectively. The net unrealized
gain at December 31, 2000 and 1999, included gross gains of $2,615,765
and $7,545,809, respectively.
Restricted Securities
- ---------------------
At December 31, 2000 and 1999, restricted securities had aggregate market
values of $10,110,851 and $28,143,571, respectively, representing 41.4%
and 66.0%, respectively, of the net assets of the Partnership.
Significant purchases and sales of equity investments during 2000, are as
follows:
Acusphere, Inc.
- ---------------
In April 2000, the company completed a new round of financing at a higher
valuation. The Partnership did not participate in this round.
Adesso Healthcare Technology Services, Inc. (formerly ADESSO Specialty
- ----------------------------------------------------------------------
Services Organization, Inc.)
- ---------------------------
In March 2000, the Partnership purchased 11,217 Series E Preferred shares
for $188,446.
In December 2000, the Partnership funded a bridge loan in the amount of
$458,376 with an interest rate of 9.5% and a maturity date of January 12,
2002.
Atherotech, Inc.
- ----------------
During 2000, the Partnership purchased 750,000 Series B Preferred shares
for $1,500,000.
AudioBasket.com, Inc.
- ---------------------
In June 2000, the Partnership purchased 632,912 Series B Preferred shares
for $1,000,000.
Axys Pharmaceuticals, Inc.
- --------------------------
In the fourth quarter of 2000, the Partnership purchased 40,000 common
shares for $188,000. The Partnership sold 37,855 common shares in
December 2000 for proceeds of $151,415 and realized a loss of $348,585.
Biex, Inc.
- ----------
The company was unable to complete a round of financing in November 2000
and suspended operations and laid off all employees. As a result, the
Partnership recorded a realized loss from impairment write-downs of
$693,782, its entire investment in the company. As of January 2001, an
offer to purchase the company was being negotiated; however, proceeds
from the sale were expected to satisfy only a majority of the company's
creditors with nothing remaining for equity investors.
CareCentric Solutions, Inc. (formerly Simione Central Holdings, Inc.)
- ---------------------------------------------------------------------
In March 2000, the company's shareholders approved a one-for-five reverse
stock split in order to meet requirements to maintain the company's
listing on the Nasdaq National Market.
CV Therapeutics, Inc.
- ---------------------
In September 2000, the Partnership net exercised a common share warrant
for 3,200 shares at $20.00 each and received 2,194 common shares with a
cost basis of $43,887. The Partnership realized a gain of $43,887 on the
warrant exercise.
During 2000, the Partnership sold 18,398 common shares for proceeds of
$613,022 and realized a gain of $246,335.
Efficient Networks, Inc.
- ------------------------
In February, 2000, the Partnership sold 951 common shares in the company
for proceeds of $109,365 and realized a gain of $34,111.
In December 2000, the Partnership purchased 5,700 common shares for
$116,850. The Partnership received an additional 4,516 common shares in
distributions from El Dorado Ventures III, L.P. in 2000.
eoSports, Incorporated
- ----------------------
In March 2000, the Partnership purchased 652,000 Series A Preferred
shares in the company for $652,000.
Oxford GlycoSciences Plc
- ------------------------
During the first quarter of 2000, the Partnership sold its entire
investment in the company for proceeds of $8,108,374 and realized a gain
of $7,108,447.
Periodontix, Inc.
- -----------------
In July 2000, the Partnership funded a convertible note to the company in
the amount of $100,000, with an interest rate of 12% and a maturity date
of July 26, 2001.
Pharmadigm, Inc.
- ----------------
In March 2000, the company completed a new round of financing at a lower
valuation. The Partnership did not participate in this round.
Pharmos Corporation
- -------------------
In January 2000, the Partnership sold its entire investment in the
company for proceeds of $191,382 and realized a gain of $146,134.
Physiometrix, Inc.
- ------------------
In March 2000, the Partnership net exercised a common share warrant for
13,525 shares at $6.60 each and received 8,748 common shares with a cost
basis of $57,859. The Partnership realized a gain of $57,679 on the
warrant exercise.
In July 2000, the Partnership sold 156,000 common shares in the company
for proceeds of $4,172,861 and realized a gain of $3,731,468.
In July 2000, an officer of the Managing General Partners exercised
options for 1,875 common shares which were immediately sold. (See Note
2.) The Partnership's proportionate share of the realized gain was
$11,863.
Subsequent to December 31, 2000, the fair value of the Partnership's
investment in the company decreased by $1,126,888 as a result of a
decrease in the publicly traded market price on March 16, 2001.
Pilot Network Services, Inc.
- ----------------------------
During the first quarter of 2000, the Partnership sold its entire
investment in the company for proceeds of $5,324,389 and realized a gain
of $5,039,836.
Prolinx, Inc.
- -------------
In June 2000, the Partnership purchased 86,378 Series E Preferred shares
for $259,135.
In December 2000, the Partnership funded a convertible note to the
company in the amount of $73,300, with an interest rate of 10% and a
maturity date of February 15, 2001.
Portable Energy Products, Inc.
- ------------------------------
In May 2000, the company converted a line of credit extended by the
Partnership totaling $261,298, including principal and interest, into
1,306,445 Series C Preferred shares. In addition, the Partnership
purchased 1,250,000 Series C Preferred shares for $250,000.
In August 2000, the company converted unsecured notes funded by the
Partnership totaling $194,818, including principal and interest, into
974,089 Series C Preferred shares.
In December 2000, the company effected a 10:1 reverse stock split of all
common and preferred shares.
Resolution Sciences Corporation
- -------------------------------
In February 2000, the Partnership purchased 485,000 Series C Preferred
shares for $970,000.
Valentis, Inc.
- --------------
In March 2000, the Partnership sold 105,000 common shares in the company
for proceeds of $2,013,434 and realized a gain of $1,605,667.
Women.Com Networks, Inc.
- ------------------------
In the fourth quarter of 2000, the Partnership purchased 116,974 common
shares for $54,549. The Partnership sold 44,825 common shares in
December 2000 for proceeds of $7,444 and realized a loss of $245,159.
On February 5, 2001, iVillage, Inc. and Women.com entered into an
agreement to join forces. Ivillage, Inc. will issue shares of its own
stock valued at $27,000,000 to Women.com shareholders. In addition, a
major investor in Women.com has agreed to invest $20,000,000 in the new
company and will own about 30% of iVillage, Inc.
Venture Capital Limited Partnership Investments
- -----------------------------------------------
The Partnership received cash distributions totaling $538,956 from
Spectrum Equity Investors L.P., CVM Equity Fund IV, Ltd., L.P., El Dorado
Ventures III, L.P. and O, W & W Pacrim Investments Limited. The
Partnership received stock distributions of Efficient Networks, Inc.,
Illuminet Holdings, Inc. and SpectraSite Holdings, Inc. with a fair value
of $669,606. Distributions totaling $1,183,654 were recorded as realized
gains and distributions totaling $24,908 were recorded as returns of
capital.
The Partnership recorded a $154,526 decrease in unrealized appreciation
as a result of a net decrease in the fair value of the underlying
investments of the partnerships, as a result of distributions received
from such partnerships.
Other Equity Investments
- ------------------------
Other significant changes reflected above 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.
5. Net Increase (Decrease) in Unrealized Appreciation (Depreciation)
----------------------------------------------------------------
of Equity Investments
---------------------
In accordance with the accounting policy as stated in Note 1, the
Statements of Operations include a line item entitled "Net increase
(decrease) in unrealized appreciation (depreciation) of equity
investments." The table below discloses details of the changes:
For the Years Ended December 31,
-----------------------------------
2000 1999 1998
------ ------ ------
Unrealized appreciation
(depreciation) from cost of
marketable equity
securities $ 1,863,638 7,181,515 (2,758,285)
Unrealized (depreciation)
appreciation from cost of
non-marketable equity
securities (10,219,915) 12,155,370 19,171,791
---------- ---------- ----------
Unrealized (depreciation)
appreciation from cost
at end of year (8,356,277) 19,336,885 16,413,506
Unrealized appreciation
from cost at beginning
of year 19,336,885 16,413,506 14,274,364
---------- ---------- ----------
Net (decrease) increase in
unrealized appreciation
(depreciation) of equity
investments $(27,693,162) 2,923,379 2,139,142
========== ========== ==========
6. Notes Receivable
----------------
Activity from January 1 through December 31 consisted of:
2000 1999
------ ------
Balance, beginning of year $2,569,534 --
Notes receivable issued 3,250,000 2,499,957
Repayments of notes receivable (1,118,684) --
Notes converted to equity investments (424,999) (36,763)
Increase (decrease) in accrued interest 1,343,202 106,340
Net increase in unrealized depreciation
of notes receivable (5,481,033) --
--------- ---------
Balance, end of year $ 138,020 2,569,534
========= =========
The secured notes are collateralized by specific assets of the borrowing
companies. The interest rate on notes receivable at December 31, 2000,
ranged from 16% to 50%. All notes and accrued interest are due on
demand.
During 2000, the Partnership issued notes receivable totaling $3,000,000
to Sutmyn Storage Corporation (Sutmyn), a portfolio company in the
computer equipment industry, in addition to the notes receivable totaling
$2,000,000 issued to Sutmyn in the fourth quarter of 1999. In the second
quarter of 2000, Sutmyn repaid $1,000,000 of this amount. In determining
fair value, the Managing General Partners gave consideration to
deterioration in the company's performance during the quarter ended
September 30, 2000, as a result of business, technical, financing and
legal challenges, the company's financial position at September 30, 2000
and its ability to obtain critical additional financing. As a result,
the Partnership recorded a $5,446,528 increase in unrealized depreciation
of notes and interest receivable. The note was placed on non-accrual
status on September 30, 2000; interest income through September 30, 2000,
totaled $1,354,861. There has been no improvement in the company's
prospects and the Managing General Partners believe the fair value of the
notes and accrued interest continues to be zero at December 31, 2000.
Because of the inherent uncertainties involved in predicting the outcome
of the company's ability to obtain additional financing, the estimated
fair value at December 31, 2000 may differ significantly from a value
that would have been used had the outcome of the company's efforts been
known, and the difference could be material.
7. Cash and Cash Equivalents
-------------------------
Cash and cash equivalents at December 31, 2000 and 1999, consisted of:
2000 1999
-------- --------
Demand accounts $ 363,608 3,419,708
Money-market accounts 10,597,824 2,937,148
Cash pledged as collateral for
short-term borrowings 2,300,000 --
---------- ---------
Total $13,261,432 6,356,856
========== =========
8. Short-Term Borrowings
---------------------
In December 2000, the Partnership borrowed $2,300,000 from a commercial
financial institution. The note bears interest at the lenders' prime
rate, which was 9.5% at December 31, 2000. Payment of all accrued unpaid
interest is due monthly and all outstanding principal plus any remaining
accrued unpaid interest are due on March 31, 2001. The Partnership has
pledged $2,300,000 in cash as collateral for the note.
9. Distributions
-------------
In 1999, the Managing General Partners declared and paid a tax
distribution to the General Partners totaling $1,244,602. In December
1999, the Managing General Partners declared a tax distribution for Unit
holders as of December 31, 1999 totaling $5,412,980 (payable to each
partner based on their proportionate share of partner capital), of which
$86,914 and $5,326,066 ($13.32 per unit) was paid to the General Partners
and Limited Partners, respectively, in February 2000.
In 2000, a tax distribution totaling $1,935,574 was declared and paid to
the General Partners.
10. Commitments and Contingencies
-----------------------------
The Partnership is 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 fundings, venture capital
limited partnership investments, equipment financing commitments, or
accounts receivable lines of credit that are outstanding but not
currently fully utilized by a borrowing company. As they do not
represent current outstanding balances, these unfunded commitments are
properly not recognized in the financial statements.
As of December 31, 2000, the Partnership had unfunded commitments as
follows:
Type
- ----
Equity investments $ 68,704
Equipment lease guarantees 737,000
Venture capital limited partnership investments 21,975
-------
Total $827,679
=======
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 is seeking to recover $2,000,000, the purchase price
in a contract by which the Partnership and the other entities are alleged
to have agreed to purchase certain debt securities of the portfolio
company from Kanematsu. The Partnership and affiliated partnerships have
asserted counterclaims against Kanematsu. An arbitrator has been
selected and a hearing has been scheduled. The Partnership intends to
defend its position vigorously in this arbitration. It is the Managing
General Partners' belief that the Partnership will ultimately prevail in
this matter, although there can be no assurance in this regard.
Accordingly, the Partnership has not accrued any liability associated
with the arbitration proceeding.
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.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TECHNOLOGY FUNDING VENTURE PARTNERS V,
AN AGGRESSIVE GROWTH FUND, L.P.
By: TECHNOLOGY FUNDING INC.
Managing General Partner
Date: March 30, 2001 By: /s/Charles R. Kokesh
--------------------------------
Charles R. Kokesh
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report on Form 10-K 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 30, 2001
- ------------------------ Executive Officer,
Charles R. Kokesh Chief Financial officer
and Chairman of
Technology Funding Inc.
and Managing General
Partner of Technology
Funding Ltd.
The above represents a majority of the Board of Directors of Technology
Funding Inc. and the General Partners of Technology Funding Ltd.