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, 2001
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.)
1035 Suncast Lane, Suite 122
El Dorado Hills, California 95762
- --------------------------------------- --------
(Address of principal executive offices) (Zip Code)
(916) 941-7550
--------------------------------------------------
(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.
PART I
Item 1. BUSINESS
- ------ --------
Technology Funding Venture Partners V, An Aggressive Growth
Fund, L.P. (the Partnership or the Registrant) 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 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. On March 15, 2002, the Independent
General Partners recommended a proxy be sent to the Limited
Partners requesting an extension of the Partnership's term to
December 31, 2003, and to authorize the Partnership's Individual
General Partners to extend the Partnership for up to two one-
year additional terms.
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 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. Kanematsu has indicated that it will petition
for reconsideration and, if necessary, will appeal.
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
- ------ ---------------------------------------------------
There were no matters submitted to a vote of the limited
partners during 2001.
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, 2001, there were 6,620 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,
------------------------------------------
2001 2000 1999 1998 1997
------ ------ ------ ------ ------
Total interest income $ 443,273 $ 1,994,791 $ 290,090 $ 16,681 $ 109,168
Total dividend income -- -- -- -- 280,010
Net investment loss (2,033,046) (770,603) (933,174) (1,792,028) (678,851)
Net realized (loss) gain
from sales of equity
investments (914,464) 17,309,822 9,932,257 5,305 3,781,057
Realized losses from
impairment write-downs (4,909,913) (693,782) (2,615) (3,375,003) (1,059,212)
Recoveries from investments
previously written-off 107,816 -- -- -- --
Net realized gain from
venture capital limited
partnership investments 330,123 1,183,654 501,038 237,354 38,757
Net realized loss on
foreign currency -- (126,781) -- -- --
Increase (decrease) in
unrealized appreciation
(depreciation):
Equity investments 796,107 (27,693,162) 2,923,379 2,139,142 8,572,830
Notes receivable (52,415) -- (5,481,033) -- --
Other investments -- -- -- 265,720 (265,720)
Net (decrease) increase in
partners' capital resulting
from operations (6,675,792) (16,271,885) 12,420,885 (2,519,510) 10,388,861
Net (decrease) increase in
partners' capital resulting
from operations per Unit (1) (16.52) (34.76) 25.20 (6.14) 25.77
Total assets 19,109,600 27,637,794 48,110,924 37,702,090 9,415,870
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 (decrease) increase 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, 2001, net cash used by
operating activities totaled $3,392,433. The Partnership paid
management fees of $236,259 to the Managing General Partners and
reimbursed related parties for operating expenses of $2,334,977.
In addition, $45,560 was paid to the Individual General Partners
as compensation for their services. Other investment expenses and
interest expense of $1,082,195 and $54,660 were paid,
respectively. The Partnership received $361,218 in interest
income.
In 2001, equity investments of $2,612,462 were funded to portfolio
companies in the biotechnology, biomedical, medical,
industrial/business automation and information technology
industries. Proceeds from the sale of equity investments were
$886,075, recoveries from investments previously written off were
$107,816 and note repayments provided $4,604. Cash distributions
of $87,882 were received from venture capital limited partnership
investments. Net repayments of short-term borrowings totaled
$1,100,000 in 2001. At December 31, 2001, the Partnership had
commitments to fund additional investments totaling $650,000.
Cash and cash equivalents at December 31, 2001, were $7,222,914,
$1,200,000 of which was pledged as collateral for short-term
borrowings. The Partnership's short-term borrowing of $1,200,000
accrued interest at 4.75% and was repaid on March 15, 2002. 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
- ---------------------
2001 compared to 2000
- ---------------------
The net decrease in partners' capital resulting from operations
was $6,675,792 and $16,271,885 for the years ended December 31,
2001 and 2000, respectively. The change was primarily due to
decreased unrealized depreciation on equity investments and notes
receivable and decreased investment expenses, partially offset by
a decrease in net realized gain from sales of equity investments,
an increase in realized losses from impairment write-downs,
decreased interest income and a decrease in net realized gain from
venture capital limited partnerships.
Unrealized depreciation on equity investments was $7,560,170 and
$8,356,277 at December 31, 2001 and 2000, respectively. During
the year ended December 31, 2001, the net decrease in unrealized
depreciation of $796,107 was partially attributable to decreases
in the publicly traded market prices of Physiometrix, Inc. and
Valentis, Inc. and in the fair value of a private portfolio
company in the biotechnology industry. These decreases were
offset by equity investment sales and impairment write-downs
during 2001 which resulted in a $5,497,389 decrease in unrealized
depreciation as the depreciation was realized upon sale. The 2000
increase in unrealized depreciation of $27,693,162 was primarily
attributable to decreases in the value of the partnership's
marketable equity securities and the fair value of the
Partnership's investments in restricted securities.
Unrealized depreciation on notes receivable investments was
$5,533,448 and $5,481,033 at December 31, 2001 and 2000,
respectively. During 2001, the Partnership recorded an increase
in unrealized depreciation of $52,415 primarily related to the
fair value of loans made to a portfolio company in the
industrial/business automation industry. 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.
Net realized loss from sales of equity investments during the year
ended December 31, 2001 totaled $914,464 and primarily resulted
from the Partnership's sale of its investments in AudioBasket.com,
Inc. and Efficient Networks, Inc. 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.
Impairment write-downs on investments totaling $4,909,913 were
recorded during the year ended December 31, 2001. The Partnership
wrote off its investments in Adesso Healthcare Technology
Services, Inc., eoSports, Inc., Ascent Logic Corporation and
Positive Communications, Inc. which all ceased operations during
2001. 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.
Investment expenses were $2,476,319 and $2,715,394 for 2001 and
2000, respectively. 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
prior years, but not previously billed to the Partnership. If
these expenses had been billed in prior years, investment expenses
for 2000 would have been $2,519,359.
Interest income was $443,273 and $1,944,791 for the years ended
December 31, 2001 and 2000, respectively. The decrease was
primarily the result of secured notes receivable being placed on
non-accrual status on September 30, 2000.
Net realized gain from venture capital limited partnerships
totaled $330,123 and $1,183,654 in 2001 and 2000, 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.
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 increase in unrealized
depreciation of $27,693,162 was primarily attributable decreases
in the value of the partnership's marketable equity securities and
the fair value of the Partnership's investments in restricted
securities. 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.
Investment expenses were $2,715,394 and $1,223,264 for 2000 and
1999, respectively. As disclosed in Note 2 to the financial
statements, the Managing General Partners absorbed $259,468 in
1999 for investment expenses in excess of 1 percent 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 $2,519,359
and $1,576,142, 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.
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
- ------ --------------------
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. One Independent General Partner withdrew from his
position effective March 16, 2002, and a successor will be
designated.
Item 11. EXECUTIVE COMPENSATION
- ------- ----------------------
As a partnership, the Registrant has no officers or directors. In
2001, the Partnership incurred $233,047 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. 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, 2001, $45,560 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
percent 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, 20 Units as an Independent General Partner and 50
Units personally. Effective March 16, 2002, the Independent
General Partner owning 70 Units withdrew from his position and his
20 Independent General Partner Units will be transferred to his
successor. 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 years ended December 31, 2001 and 2000
Independent Auditors' Report for the year ended
December 31, 1999
Balance Sheets as of December 31, 2001
and 2000
Statements of Investments as of
December 31, 2001 and 2000
Statements of Operations for the years
ended December 31, 2001, 2000 and 1999
Statements of Partners' Capital for the years
ended December 31, 2001, 2000 and 1999
Statements of Cash Flows for the years
ended December 31, 2001, 2000 and 1999
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
No reports on Form 8-K were filed by the Registrant during
the year ended December 31, 2001.
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 sheets of Technology Funding
Venture Partners V, An Aggressive Growth Fund, L.P. (a Delaware limited
partnership) (the Fund), including the statements of investments, as of
December 31, 2001 and 2000, and the related statements of operations,
partners' capital, and cash flows for the years then ended. These financial
statements are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with 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, 2001 and 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, 2001
and 2000, and the results of its operations, changes in partners' capital
and its cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States.
Los Angeles, California /S/ARTHUR ANDERSEN LLP
March 15, 2002
INDEPENDENT AUDITORS' REPORT
----------------------------
The Partners
Technology Funding Venture Partners V,
An Aggressive Growth Fund, L.P.:
We have audited the accompanying statements of operations, partners'
capital, and cash flows of Technology Funding Venture Partners V, An
Aggressive Growth Fund, L.P. (a Delaware limited partnership) for the year
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 audit.
We conducted our audit 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. 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 results of operations and cash flows of
Technology Funding Venture Partners V, An Aggressive Growth Fund, L.P. for
the year 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,
---------------------
2001 2000
------ ------
ASSETS
Investments:
Equity investments (cost basis of
$18,819,615 and $22,579,228 for
2001 and 2000, respectively) $11,259,445 $14,222,951
Notes receivable, net, (cost basis
of $5,620,368 and $5,619,053 for 2001
and 2000, respectively) 86,920 138,020
---------- ----------
Total investments 11,346,365 14,360,971
Cash and cash equivalents 7,222,914 13,261,432
Other assets 540,321 15,391
---------- ----------
Total assets $19,109,600 $27,637,794
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 104,582 $ 89,604
Due to related parties 74,499 841,879
Short-term borrowings 1,200,000 2,300,000
---------- ----------
Total liabilities 1,379,081 3,231,483
Commitments and contingencies
Partners' capital
(400,000 Limited Partner Units
outstanding) 17,730,519 24,406,311
---------- ----------
Total liabilities and
partners' capital $19,109,600 $27,637,794
========== ==========
The accompanying notes are an integral part of these financial
statements.
STATEMENTS OF INVESTMENTS
- -------------------------
Principal
Amount or December 31, 2001 December 31, 2000
Industry Shares at ------------------ -----------------
(1) Investment December 31, Cost Fair Cost Fair
Company Position Date 2001 Basis Value Basis Value
- ---------------- -------- ---------- ----------- ----- ----- ----- -----
Equity Investments
- ------------------
Biomedical
- ----------
4.6% and 0.9% at December 31, 2001 and 2000, respectively
- ---------------------------------------------------------
Celera Genomics
(formerly Axys
Pharmaceuticals, Common
Inc.) shares 2000 4,065 $ 141,000 $ 108,495 $ 188,000 $ 225,000
Matrix
Pharmaceuticals, Common
Inc. shares 2001 447,534 311,970 702,629 -- --
---------- ---------- ---------- ----------
452,970 811,124 188,000 225,000
---------- ---------- ---------- ----------
Biotechnology
- -------------
4.6% and 9.1% at December 31, 2001 and 2000, respectively
- ---------------------------------------------------------
Molecular
Geriatrics Common
Corporation (a) shares 1993 47,170 250,000 4,245 250,000 33,019
Prolinx, Inc. Common 1995-
(a) (b) shares 2000 717,162 2,766,870 322,722 -- --
Prolinx, Inc. Preferred 1995-
(a) (b) shares 2001 1,098,169 988,170 494,176 2,514,023 1,982,702
Prolinx, Inc. Convertible
(a) (b) Note 2000 -- -- -- 73,601 25,760
Prolinx, Inc. Common and
(a) (b) Preferred share
warrants at
$.0001-$.90;
expiring 1998-
2004-2010 2001 20,361 6,061 0 247,949 176,395
--------- ---------- ---------- ---------
4,011,101 821,143 3,085,573 2,217,876
--------- ---------- ---------- ----------
Communications
- --------------
1.0% and 1.6% at December 31, 2001 and 2000, respectively
- ---------------------------------------------------------
Efficient Common
Networks, Inc. shares 2000 -- -- -- 530,870 145,578
eoSports, Preferred
Incorporated (a) shares 2000 -- -- -- 652,000 65,200
iVillage Common 1996-
Inc. shares 2000 83,111 301,403 157,911 301,403 56,474
Pegasus
Communications Common 2000-
Corporation shares 2001 1,988 54,461 20,696 25,896 25,596
Positive
Communications, Preferred 1994-
Inc.(a) shares 1999 -- -- -- 253,009 37,951
Positive
Communications, Common
Inc.(a) shares 1999 -- -- -- 1,076,011 57,380
Positive Common share
Communications, warrants at
Inc.(a) $.50; expired
2001 1996 -- -- -- 10 1,054
---------- ---------- ---------- ----------
355,864 178,607 2,839,199 389,233
---------- ---------- ---------- ----------
Computer Systems and Software
- -----------------------------
0.2% and 1.2% at December 31, 2001 and 2000, respectively
- ---------------------------------------------------------
Ascent Logic Preferred
Corporation(a) shares 1992 -- -- -- 396,000 14,894
Ascent Logic Common
Corporation(a) shares 1997 -- -- -- 23,795 1,275
Ascential
Software Common
Corporation shares 2001 300 0 1,215 -- --
Audio
Basket.com, Preferred
Inc. (a) shares 2000 -- -- -- 1,000,000 250,000
Lynk Systems, Common
Inc.(a) shares 1998 105,000 38,500 31,500 38,500 15,750
Virage, Inc. Common
shares 2001 662 1,668 2,191 -- --
---------- ---------- ---------- ----------
40,168 34,906 1,458,295 281,919
---------- ---------- ---------- ----------
Environmental
- -------------
0.0% and 0.1% at December 31, 2001 and 2000, respectively
- ---------------------------------------------------------
Triangle
Biomedical
Sciences, Common
Inc.(a) shares 1999 1,806 35,560 5,056 35,560 17,698
Triangle Common
Biomedical share warrants
Sciences, at $28.00;
Inc.(a) expiring 2009 1999 1,806 1,806 180 1,806 632
---------- ---------- ---------- ----------
37,366 5,236 37,366 18,330
---------- ---------- ---------- ----------
Industrial/Business Automation
- ------------------------------
2.5% and 1.8% at December 31, 2001 and 2000, respectively
- ---------------------------------------------------------
Innergy Power
Corp. Preferred 1995-
(a) (b) shares 2001 882,294 2,687,985 352,138 2,678,636 363,452
Innergy Power
Corp. Common
(a) (b) shares 2001 11,818 1 0 -- --
Innergy Power Common and
Corp. Preferred share
(a) (b) warrants at
$.60-$10.00;
expiring 1996-
2002-2004 2000 478,588 4,186 0 4,186 87,858
Innergy Power
Corp. Convertible
(a) (b) note (2) 2001 $244,000 251,500 88,025 -- --
---------- ---------- ---------- ----------
2,943,672 440,163 2,682,822 451,310
---------- ---------- ---------- ----------
Information Technology
- ----------------------
1.5% and 0.6% at December 31, 2001 and 2000, respectively
- ---------------------------------------------------------
WorldRes, Inc. Common 1997-
(a) (b) shares 2001 222,063 1,059,652 266,475 819,652 140,556
WorldRes, Inc. Common
(a) (b) share warrants
at $3.70;
expiring 2002 1997 253 62 0 62 0
---------- ---------- ---------- ----------
1,059,714 266,475 819,714 140,556
---------- ---------- ---------- ----------
Medical
- -------
35.4% and 31.8% at December 31, 2001 and 2000, respectively
- -----------------------------------------------------------
Acusphere, Inc. Preferred 1995-
(a) shares 1997 377,531 762,499 1,075,963 762,499 1,075,963
Adesso Healthcare
Technology
Services, Inc. Preferred 1995-
(a) (b) shares 2000 -- -- -- 2,024,445 0
Adesso Healthcare
Technology
Services, Inc. Convertible
(a) (b) note 2000 -- -- -- 458,376 343,782
Atherotech, Preferred 2000-
Inc. (a) (b) shares 2001 892,857 2,000,000 1,875,000 1,500,000 900,000
Atherotech, Convertible
Inc. (a) (b) note (2) 2001 $250,000 251,315 150,789 -- --
CareCentric.
Solutions, Common
Inc. shares 1999 25,810 206,718 15,486 206,718 34,544
Endocare, Inc. Common 1996-
(b) shares 1999 49,764 163,874 446,135 163,874 317,246
Periodontix, Preferred 1993-
Inc.(a) shares 1999 339,253 556,001 0 556,001 83,400
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 $273,000 331,059 128,602 302,296 45,344
Pharmadigm, Preferred 1993-
Inc.(a) (b) shares 1998 733,815 1,079,396 220,144 1,079,396 220,144
Pherin
Pharmaceuticals, Preferred
Inc.(a) shares 1991 200,000 200,000 106,000 200,000 106,000
Physiometrix, Common 1996-
Inc. shares 2000 139,769 285,023 304,696 285,023 2,227,569
R2 Technology, Preferred 1994-
Inc. (a) shares 1996 468,541 537,080 791,287 537,080 593,465
Resolution
Sciences
Corporation Preferred
(a) (b) shares 2000 485,000 970,000 291,000 970,000 291,000
Resolution
Sciences
Corporation Convertible
(a) (b) note (2) 2001 $100,000 106,082 31,824 -- --
Sanarus Medical, Preferred
Inc.(a) (b) shares 1999 260,000 390,000 224,900 390,000 117,000
Valentis, Inc. Common 1994-
shares 1995 196,274 762,234 608,450 762,234 1,398,453
---------- ---------- ---------- ----------
8,601,281 6,270,276 10,197,942 7,753,910
---------- ---------- ---------- ----------
Microelectronics
- ----------------
11.6% and 7.0% at December 31, 2001 and 2000, respectively
- ----------------------------------------------------------
Tessera, Inc.(a) Preferred
shares 1992 444,444 500,000 1,999,998 500,000 1,666,665
Tessera, Inc.(a) Common
shares 1997 48,502 56,500 50,918 56,500 36,377
---------- ---------- ---------- ----------
556,500 2,050,916 556,500 1,703,042
---------- ---------- ---------- ----------
Venture Capital Limited Partnership Investments
- -----------------------------------------------
2.1% and 4.3% at December 31, 2001 and 2000, respectively
- ---------------------------------------------------------
Capital Valley Convertible
Ventures(a) note (2) 2001 $25,000 25,187 25,187 -- --
CVM Equity Ltd.
Fund IV, Ltd(a) Partnership
interests various $150,000 76,436 55,876 76,436 58,806
El Dorado Ltd.
Ventures III, Partnership
L.P. (a) interests various $250,000 212,460 30,578 212,460 376,039
O,W&W Pacrim Ltd.
Investments Partnership
Limited (a) interests various $400 1,000 126,120 1,000 263,115
Spectrum Equity Ltd.
Investors, Partnership
L.P.(a) interests various $500,000 398,082 110,087 376,107 277,112
Trinity Ventures Ltd.
IV, L.P. (a) Partnership
interests various $175,006 47,814 32,751 47,814 66,703
---------- ---------- ---------- ----------
760,979 380,599 713,817 1,041,775
---------- ---------- ---------- ----------
Total equity investments - 63.5% and 58.4% at
December 31, 2001 and 2000, respectively 18,819,615 11,259,445 22,579,228 14,222,951
---------- ---------- ---------- ----------
Notes Receivable, Net
- ---------------------
Avalon Vision Secured
Solutions, Inc. note, 16%,
due 2004 1999 $164,906 173,840 86,920 172,525 138,020
Sutmyn Secured
Storage note, 50%,
Corporation due on 1999-
(b) demand 2000 $4,000,000 5,446,528 0 5,446,528 0
---------- ---------- ---------- ----------
Total notes receivable - 0.5% and 0.5% at
December 31, 2001 and 2000, respectively 5,620,368 86,920 5,619,053 138,020
---------- ---------- ---------- ----------
Total investments - 64.0% and 58.9% at
December 31, 2001 and 2000, respectively $24,439,983 $11,346,365 $28,198,281 $14,360,971
========== ========== ========== ==========
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 12/31/01 and 12/31/00.
(2) The Partnership has no income-producing equity investments except for convertible notes which
include accrued interest. Interest rates on such notes range from 6 percent to 12 percent.
The accompanying notes are an integral part of these financial statements.
STATEMENTS OF OPERATIONS
- ------------------------
For the Years Ended December 31,
------------------------------------
2001 2000 1999
------ ------ ------
Investment income:
Notes receivable
interest $ 104,197 $ 1,431,324 $ 131,465
Short-term investment
interest 339,076 513,467 158,625
---------- ---------- ---------
Total investment
income 443,273 1,944,791 290,090
Investment expenses:
Management fees 233,047 247,888 273,980
Independent General
Partners' compensation 45,560 42,321 36,680
Administrative and
investor services 1,268,894 1,021,290 630,612
Investment operations 363,496 1,060,866 286,252
Professional fees 309,703 167,542 101,392
Computer services 200,959 173,767 146,785
Interest expense 54,660 1,720 7,031
Expenses absorbed by
General Partners -- -- (259,468)
---------- ---------- ---------
Total investment
expenses 2,476,319 2,715,394 1,223,264
---------- ---------- ---------
Net investment loss (2,033,046) (770,603) (933,174)
---------- ---------- ---------
STATEMENTS OF OPERATIONS (continued)
- -----------------------------------
For the Years Ended December 31,
------------------------------------
2001 2000 1999
------ ------ ------
Net realized (loss) gain
from sales of equity
investments (914,464) 17,309,822 9,932,257
Realized losses from
impairment write-downs (4,909,913) (693,782) (2,615)
Recoveries from
investments previously
written off 107,816 -- --
Net realized gain from
venture capital limited
partnership investments 330,123 1,183,654 501,038
Net realized loss on
foreign currency -- (126,781) --
---------- ---------- ----------
Net realized (loss)
income (5,386,438) 17,672,913 10,430,680
---------- ---------- ----------
Increase (decrease) in
unrealized appreciation
(depreciation):
Equity investments 796,107 (27,693,162) 2,923,379
Notes receivable (52,415) (5,481,033) --
---------- ---------- ----------
Net increase (decrease) in
unrealized appreciation
(depreciation) 743,692 (33,174,195) 2,923,379
---------- ---------- ---------
Net (decrease) increase
in partners' capital
resulting from
operations $ (6,675,792) $(16,271,885) $12,420,885
========== ========== ==========
Net (decrease) increase
in partners' capital
resulting from
operations per Unit $ (16.52) $ (34.76) $ 25.20
========== ========== ==========
The accompanying notes are an integral part of these financial
statements.
STATEMENTS OF PARTNERS' CAPITAL
- -------------------------------
For the years ended December 31, 2001, 2000 and 1999:
Limited General
Partners Partners Total
-------- -------- -----
Partners' capital,
January 1, 1999 $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
Net investment loss (2,012,716) (20,330) (2,033,046)
Net realized loss (5,332,574) (53,864) (5,386,438)
Net decrease in unrealized
depreciation 736,255 7,437 743,692
---------- --------- ----------
Partners' capital,
December 31, 2001 $21,083,200 $(3,352,681) $17,730,519
========== ========= ==========
The accompanying notes are an integral part of these financial
statements.
STATEMENTS OF CASH FLOWS
- ------------------------
For The Years Ended December 31,
-----------------------------------
2001 2000 1999
------ ------ ------
Net (decrease) increase in
partners' capital resulting
from operations $(6,675,792) $(16,271,885) $12,420,885
Adjustments to reconcile net
(decrease) increase in
partners' capital resulting
from operations to net cash
used by operating activities:
Net (increase) decrease in
unrealized appreciation
(depreciation):
Equity investments (796,107) 27,693,162 (2,923,379)
Notes receivable 52,415 5,481,033 --
Net realized loss (gain) from
sales of equity investments 914,464 (17,309,822) (9,932,257)
Realized losses from
impairment write-downs 4,909,913 693,782 2,615
Recoveries from investments
previously written off (107,816) -- --
Net realized gain from
venture capital limited
partnership investments (330,123) (1,183,654) (501,038)
Net realized loss on foreign
currency transaction -- 126,781 --
Increase in accrued interest
on notes receivable (82,055) (1,395,388) (131,326)
(Decrease) increase in due
to/from related parties (767,380) 814,270 (715,865)
Increase (decrease) in accounts
payable and accrued expenses 14,978 33,039 (3,880)
(Increase) decrease in other
assets (524,930) (12,294) 965
---------- ---------- ----------
Net cash used by
operating activities (3,392,433) (1,330,976) (1,783,280)
---------- ---------- ----------
Cash flows from investing
activities:
Notes receivable issued -- (3,250,000) (2,499,957)
Purchase of equity
investments (2,612,462) (5,826,031) (2,435,312)
Repayment of notes
receivable 4,604 1,118,684 --
Proceeds from sales of
investments 866,075 20,829,278 14,094,806
STATEMENTS OF CASH FLOWS (continued)
- -----------------------------------
For The Years Ended December 31,
-----------------------------------
2001 2000 1999
------ ------ ------
Recoveries of investments
previously written off 107,816 -- --
Distributions from venture
capital limited partnership
investments 87,882 538,956 329,551
---------- ---------- ----------
Net cash (used) provided
by investing activities (1,546,085) 13,410,887 9,489,088
---------- ---------- ----------
Cash flows from financing
activities:
(Repayment of) proceeds from
short-term borrowings, net (1,100,000) 2,300,000 (120,200)
Distributions -- (7,348,554) (1,244,602)
---------- ---------- ----------
Net cash used
by financing activities (1,100,000) (5,048,554) (1,364,802)
---------- ---------- ----------
Effect of exchange rate changes
on cash and cash equivalents -- (126,781) --
---------- ---------- ----------
Net (decrease) increase in
cash and cash equivalents (6,038,518) 6,904,576 6,341,006
Cash and cash equivalents
at beginning of year 13,261,432 6,356,856 15,850
---------- ---------- ----------
Cash and cash equivalents
at end of year $ 7,222,914 $13,261,432 $ 6,356,856
========== ========== ==========
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
========== ========== ==========
STATEMENTS OF CASH FLOWS (continued)
- -----------------------------------
For The Years Ended December 31,
-----------------------------------
2001 2000 1999
------ ------ ------
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 or the Registrant) 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
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. There are three
Independent General Partners.
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. On March 15, 2002,
the Independent General Partners recommended a proxy be sent to the
Limited Partners requesting an extension of the Partnership's term to
December 31, 2003, and to authorize the Partnership's Individual General
Partners to extend the Partnership for up to two one-year additional
terms.
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.
Investments
- -----------
Investments are carried at fair value.
Equity 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.
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 percent to 50 percent
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, 2001 and December 31, 2000, the investment portfolio
included investments totaling $8,510,941 and $8,750,716, 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 $446,135 and $318,360 at December
31, 2001 and December 31, 2000, 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, 2001 and 2000 was $22,527,447 and $22,933,547, respectively. At
December 31, 2001 and 2000, gross unrealized appreciation and
depreciation on investments based on cost for federal income tax purposes
were as follows:
December 31, December 31,
2001 2000
------------ ------------
Unrealized appreciation $ 3,306,512 $ 5,855,071
Unrealized depreciation (14,487,594) (14,427,647)
---------- ----------
Net unrealized depreciation $(11,181,082) $ (8,572,576)
========== ==========
Net (Decrease) Increase in Partners' Capital Resulting from
- -----------------------------------------------------------
Operations Per Unit
- -------------------
Net (decrease) increase 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, 2001, 2000 and
1999, into the total net (decrease) increase in partners' capital
resulting from operations allocated to the Limited Partners. The
Managing General Partners contributed 0.1 percent 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, 2001, 2000
and 1999, related party costs were as follows:
2001 2000 1999
-------- -------- --------
Management fees $ 233,047 $ 247,888 $ 273,980
Independent General Partners'
compensation 45,560 42,321 36,680
Reimbursable operating expenses:
Administrative and investor services 1,023,410 652,454 351,206
Investment operations 346,440 1,048,334 273,187
Computer services 200,959 173,767 146,785
Expenses absorbed by General Partners -- -- (259,468)
Management fees are 1 percent 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 $17,445 and $20,657 and were included in
due to related parties at December 31, 2001 and 2000, 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 percent 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. In 1999, the Managing General
Partners absorbed $259,468 in operating expenses. At December 31, 2001
and 2000 amounts due to related parties for such expenses were $57,054
and $821,222, respectively.
The Managing General Partners allocate operating expenses incurred in
connection with the business of the Partnership based on employee hours
incurred. 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 prior years, 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,
investment expenses would have been $2,519,359 and $1,576,142 for 2000
and 1999, 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.
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, twenty Units as an Independent General
Partner and fifty Units personally.
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, 2001, the
Partnership and affiliated partnerships had an indirect interest in non-
transferable Endocare, Inc. and Physiometrix, Inc. options with a fair
market value of $213,169.
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 percent to the Limited Partners as a group in proportion
to the number of Units, 5 percent to the Limited Partners in
proportion to the Unit Months of each Limited Partner, and
20 percent 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 percent to the Limited Partners and 1 percent 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
percent to the Limited Partners and 1 percent 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, 2001 and 2000, marketable equity securities had aggregate
costs of $2,064,477 and $2,248,462, respectively, and aggregate market
values of $1,921,770 and $4,112,100, respectively. The net unrealized
loss/gain at December 31, 2001 and 2000, included gross gains of $429,082
and $2,615,765, respectively.
Restricted Securities
- ---------------------
At December 31, 2001 and 2000, restricted securities had aggregate market
values of $9,337,675 and $10,110,851, respectively, representing 52.7
percent and 41.4 percent, respectively, of the net assets of the
Partnership.
Significant purchases, sales and write-downs of equity investments during
2001 are as follows:
Adesso Healthcare Technology Services, Inc.
- -------------------------------------------
The company ceased operations during the third quarter and the
Partnership is not expecting any return on its investment. Preferred
shares and convertible notes totaling $2,509,092 were written off as of
September 30, 2001.
Ascent Logic Corporation
- ------------------------
The company ceased operations during 2001 and the Partnership wrote off
its investment of $419,795.
Atherotech, Inc.
- ----------------
In March 2001, the Partnership purchased 142,857 Series C Preferred
shares for $500,000. In December 2001, the Partnership funded a
convertible note to the company in the amount of $250,000, with an
interest rate of 8 percent and a maturity date of June 30, 2002.
AudioBasket.com, Inc.
- ---------------------
In December 2001, the company was acquired and the Partnership exercised
it's dissenters rights and sold its investment for proceeds of $386,076
and realized a loss of $613,924.
Celera Genomics (formerly Axys Pharmaceuticals, Inc.)
- ----------------------------------------------------
In September 2001, the Partnership sold 10,000 common shares in the
company for proceeds of $34,394 and realized a loss of $12,606.
Efficient Networks, Inc.
- ------------------------
In February 2001, the Partnership sold 10,216 common shares in the
company for proceeds of $235,789 and realized a loss of $295,081.
In May, 2001, the Partnership sold 8,593 common shares in the company for
proceeds of $201,935 and realized a gain of $3,208.
eoSports, Incorporated
- -----------------------
The company ceased operations and the Partnership is not expecting any
return on its investment. Preferred shares totaling $652,000 were
written off as of September 30, 2001.
Innergy Power Corporation (formerly Portable Energy Products, Inc.)
- -------------------------------------------------------------------
In May 2001, the company changed its name from Portable Energy Products,
Inc. to Innergy Power Corporation. The Partnership funded a convertible
note to the company in the amount of $150,000.
In July 2001, the Partnership funded a convertible note to the company in
the amount of $50,000.
In August 2001, outstanding notes and interest totaling $202,533 along
with $41,467 additional funding from the Partnership were converted to a
new note in the amount of $244,000. The note bears interest at 8 percent
and is due on demand. In addition, the Partnership net exercised a
Series A preferred share warrant for 18,681 shares at $1.00 each and
received 9,340 shares with a cost basis of $9,340. The Partnership
realized a gain of $9,340 on the warrant exercise.
In December 2001, the Partnership purchased 11,818 common shares, 134,229
Series A and B preferred shares and 8,355 common share warrants for a
combined purchase price of $10.
iVillage Inc. (formerly Women.com Networks, Inc.)
- -------------------------------------------------
Effective June 18, 2001, iVillage Inc. acquired Women.com Networks, Inc.
In connection with this transaction, the Partnership's Women.com shares
were exchanged for 83,111 iVillage common shares. The Partnership
realized a gain of $248 on the sale of fractional shares.
Matrix Pharmaceuticals, Inc.
- ----------------------------
In October 2001, the Partnership purchased 447,534 common shares on the
open market for $311,970. Subsequent to December 31, 2001, the
Partnership sold the shares for $971,149 and realized a gain of $659,179.
Periodontix, Inc.
- -----------------
The assets of the company were acquired by Demegen, Inc. effective July
16, 2001; the purchase price is payable in stock over an extended period
of time. Based on the December 31, 2001 closing stock price of Demegen,
the current fair value of the Partnership's investment in the company is
$128,602.
Positive Communications, Inc.
- -----------------------------
Based on unfavorable events at the company in December 2001, the
Partnership wrote off its entire investment of $1,329,030.
Prolinx, Inc.
- -------------
In March 2001, the Partnership funded a convertible note to the company
in the amount of $161,081, with an interest rate of 10 percent and a
maturity date of May 2, 2001.
In May 2001, the Partnership exercised a warrant for $8,542 and received
170,843 Series D Preferred shares with a cost basis of $252,847.
Subsequent to the warrant exercise, the company recapitalized and the
Partnership's Preferred shares were converted into 717,162 common shares.
In conjunction with the recapitalization, the company converted a note,
together with interest, totaling $238,170 into 264,836 Series A Preferred
shares and purchased 833,333 Series A Preferred shares for $750,000.
Resolution Sciences Corporation
- -------------------------------
In March 2001, the Partnership funded a convertible note to the company
in the amount of $100,000, with an interest rate of prime plus 1 percent
and a maturity date of March 20, 2002.
R-2 Technology Inc.
- -------------------
The company filed an S-1 Registration Statement in December 2001.
WorldRes, Inc.
- --------------
In March 2001, the Partnership purchased 80,000 Preferred shares for
$240,000. The company effected a conversion of all preferred stock to
common stock on March 21, 2001. Each Series A, B, C and D Preferred
share was converted to one common share. Each Series E Preferred share
was converted to 1.54935 common shares.
Venture Capital Limited Partnership Investments
- -----------------------------------------------
The Partnership made an additional investment of $46,975 in venture
capital limited partnership investments during the year ended December
31, 2001. The Partnership received stock distributions of Efficient
Networks, Inc., Pegasus Communications Corporation and Virage, Inc. with
a fair value of $242,241. The Partnership also received cash
distributions of $87,882 from El Dorado Ventures III, L.P., O,W&W Pacrim
Investments Limited, Spectrum Equity Investors, L.P. and Trinity Ventures
IV, L.P. These distributions were recorded as realized gains.
In the year ended December 31, 2001, the Partnership recorded a $708,338
decrease in fair value primarily as a result of the above activity and a
net decrease in the fair value of the underlying investments of the
partnerships.
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.
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,
-----------------------------------
2001 2000 1999
------ ------ ------
Unrealized (depreciation)
appreciation from cost of
marketable equity
securities $ (142,707) $ 1,863,638 $ 7,181,515
Unrealized (depreciation)
appreciation from cost of
non-marketable equity
securities (7,417,463) (10,219,915) 12,155,370
---------- ---------- ----------
Unrealized (depreciation)
appreciation from cost
at end of year (7,560,170) (8,356,277) 19,336,885
Unrealized (depreciation)
appreciation from cost at
beginning of year (8,356,277) 19,336,885 16,413,506
---------- ---------- ----------
Net increase (decrease) in
unrealized appreciation
(depreciation) of equity
investments $ 796,107 $(27,693,162) $ 2,923,379
========== ========== ==========
6. Notes Receivable
----------------
Activity from January 1 through December 31 consisted of:
2001 2000
------ ------
Balance, beginning of year $138,020 $ 2,569,534
Notes receivable issued -- 3,250,000
Repayments of notes receivable 4,604 (1,118,684)
Notes converted to equity investments -- (424,999)
(Decrease) increase in accrued interest (3,289) 1,343,202
Net increase in unrealized depreciation
of notes receivable (52,415) (5,481,033)
------- ---------
Balance, end of year $ 86,920 $ 138,020
======= =========
The secured notes are collateralized by specific assets of the borrowing
companies. The interest rate on notes receivable at December 31, 2001,
ranged from 16 percent to 50 percent. All notes and accrued interest are
due on demand.
7. Cash and Cash Equivalents
-------------------------
Cash and cash equivalents at December 31, 2001 and 2000, consisted of:
2001 2000
-------- --------
Demand accounts $ 38,347 $ 363,608
Money-market accounts 7,184,567 10,597,824
Cash pledged as collateral for
short-term borrowings -- 2,300,000
---------- ----------
Total $ 7,222,914 $13,261,432
========== ==========
8. Short-Term Borrowings
---------------------
In December 2001, the Partnership borrowed $1,200,000 from a commercial
financial institution and pledged $1,200,000 in cash as collateral for
the note. The 2001 note and accrued interest of $11,038 were repaid on
March 15, 2002.
In December 2000, the Partnership borrowed $2,300,000 from a commercial
financial institution. The Partnership pledged $2,300,000 in cash as
collateral for the note. The 2000 note and accrued interest were repaid
on March 31, 2001. Interest expense in 2001 totaled $54,660.
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. There were no distributions in 2001.
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, 2001, the Partnership had unfunded commitments as
follows:
Type
- ----
Equity investments $250,000
Equipment lease guarantees 350,000
Venture capital limited partnership investments 50,000
-------
Total $650,000
=======
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. Kanematsu has
indicated that it will petition for reconsideration and, if necessary,
will appeal.
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.
11. Financial Highlights
--------------------
For The Years Ended December 31,
-----------------------------------
2001 2000 1999
------ ------ ------
(all amounts on a per Unit basis)
Net asset value,
beginning of period $69.23 $103.99 $ 92.11
(Loss) income from investment
operations:
Net investment loss (5.03) (1.66) (1.86)
Net realized and unrealized
(loss) gain on investments (11.49) (33.10) 27.06
----- ------ ------
Total from investment
operations (16.52) (34.76) 25.20
----- ------ ------
Distributions -- -- (13.32)
----- ------ ------
Net asset value, end of period $52.71 $ 69.23 $103.99
===== ====== ======
Total Return (23.87)% (33.42)% 12.90%
Ratios to average net assets:
Net investment (loss) income (8.25)% (1.92)% (1.90)%
Expenses 10.15% 7.84% 3.12%
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.
TECHNOLOGY FUNDING LTD.
Managing General Partners
Date: March 20, 2002 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.
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 20, 2002
- ------------------------ 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.