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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, 2002
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
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Commission File No. 814-82
TECHNOLOGY FUNDING VENTURE PARTNERS V, AN AGGRESSIVE GROWTH FUND, L.P.
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(Exact name of Registrant as specified in its charter)
DELAWARE 94-3094910
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(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
1107 Investment Boulevard, Suite 180
El Dorado Hills, California 95762
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(Address of principal executive offices) (Zip Code)
(916) 941-1400
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(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
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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 November 8, 2002 are incorporated by reference into
Part III of this Form 10-K where indicated.
PART I
Item 1. BUSINESS
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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 November 8, 2002, the Limited
Partners approved an extension of the Partnership's term to
December 31, 2004, and authorized the Partnership's Individual
General Partners to extend the Partnership for up to two one-
year additional terms.
Item 2. PROPERTIES
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The Registrant has no material physical properties.
Item 3. LEGAL PROCEEDINGS
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In October 2000, Kanematsu Corporation, a creditor of one of the
Partnership's portfolio companies, initiated an arbitration
proceeding against the Partnership, two affiliated partnerships,
and a fourth co-investor. Kanematsu was seeking to recover
$2,000,000, the purchase price in a contract by which the
Partnership and the other entities were alleged to have agreed
to purchase certain debt securities of the portfolio company
from Kanematsu. The Partnership and affiliated partnerships
asserted counterclaims against Kanematsu. On February 12, 2002,
the Partnership, affiliated partnerships and the co-investor
were awarded $4,000,000 and all of Kanematsu's claims were
denied. The award is in full settlement of all claims and
counterclaims. The Partnership recognized revenue and a
receivable of $666,667 as of February 12, 2002, for its
proportionate share of the award. Kanematsu immediately filed a
petition to vacate the award, and on October 9, 2002, the United
States District Court issued an order confirming the arbitration
award. Kanematsu appealed the order but in early November 2002
paid a forbearance fee of $200,000 in exchange for an option to
settle all liabilities. On November 29, 2002, Kanematsu agreed
to settle for $3,999,999. A decision on the allocation of the
proceeds between the Partnership, affiliates and co-investor was
reached in January 2003; however, a dispute of the legal fee has
arisen. The Partnership received $774,298 on February 13, 2003,
which represents its proportionate share of the settlement, less
disputed legal fees, plus accrued interest. The Partnership
recognized the additional revenue and receivable of $107,631 at
December 31, 2002. Legal counsel for the Partnership is actively
seeking to resolve the fee dispute and recover the remaining
settlement proceeds for the Partnership. The Partnership is
unable to determine the amount of remaining settlement proceeds
or disputed legal fees as of December 31, 2002.
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
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A special meeting of the Limited Partners of the Partnership was
held on November 8, 2002. At that meeting, the Limited Partners
ratified the appointment of Grant Thornton as independent
certified public accountants of the Partnership (387,108 Units
voting for, 3,405 Units voting against and 9,487 Units
abstaining) and amended the Limited Partnership Agreement for
the following items: 1) change the required number of
Independent General Partners from three to two and affirm the
role of the Independent General Partners as directors of a
business development company (368,509 Units voting for, 22,914
Units voting against and 8,577 Units abstaining), 2) increase
the compensation each Independent General Partner receives for
services rendered to the Partnership (325,472 Units voting for,
64,488 Units voting against and 10,040 Units abstaining), and 3)
extend the term of the Partnership from December 31, 2002, to
December 31, 2004, and for up to two one-year extensions through
December 31, 2006, at the discretion of the Partnership's
Individual General Partners (363,862 Units voting for, 27,814
Units voting against and 8,324 Units abstaining). No other
matters were voted on at this meeting.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
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MATTERS
-------
(a) There is no established public trading market for the
Units.
(b) At December 31, 2002, there were 6,639 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
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For the Years Ended and As of December 31,
------------------------------------------
2002 2001 2000 1999 1998
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Total investment income $ 163,645 $ 443,273 $ 1,994,791 $ 290,090 $ 16,681
Net investment loss (2,811,813) (2,033,046) (770,603) (933,174) (1,792,028)
Net realized gain (loss) from
sales of equity investments 1,432,231 (914,464) 17,309,822 9,932,257 5,305
Realized loss from
investment write-offs (5,446,528) (4,909,913) (693,782) (2,615) (3,375,003)
Realized gain from recovery
of investments previously
written off -- 107,816 -- -- --
Net realized gain from
venture capital limited
partnership investments 27,832 330,123 1,183,654 501,038 237,354
Net realized loss on
foreign currency -- -- (126,781) -- --
(Increase) decrease in
unrealized depreciation:
Equity investments (7,217,797) 796,107 (27,693,162) 2,923,379 2,139,142
Notes receivable 5,386,013 (52,415) (5,481,033) -- --
Other investments -- -- -- -- 265,720
Other income 774,298 -- -- -- --
Net (decrease) increase in
partners' capital resulting
from operations (7,855,764) (6,675,792) (16,271,885) 12,420,885 (2,519,510)
Net (decrease) increase in
partners' capital resulting
from operations per Unit (1) (19.44) (16.52) (34.76) 25.20 (6.14)
Total assets 9,940,904 19,109,600 27,637,794 48,110,924 37,702,090
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
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CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
Liquidity and Capital Resources
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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, 2002, net cash used by
operating activities totaled $3,403,283. The Partnership paid
management fees of $174,183 to the Managing General Partners and
reimbursed related parties for operating expenses of $2,719,605.
In addition, $45,500 was paid to the Individual General Partners
as compensation for their services. The Partnership prepaid
operating expenses of $371,570 to related parties as part of an
employee retention program. Other operating expenses of $162,048
were paid, interest paid on short-term borrowings was $13,035 and
interest income of $82,658 was received.
In 2002, equity investments of $3,654,853 were funded to portfolio
companies primarily in the medical, high tech/financial,
biomedical and information technology industries. Proceeds from
the sale of equity investments were $2,761,586 and primarily
related to the sale of investments in Matrix Pharmaceutical, Inc.,
Lynk Systems, Inc. and R2 Technology, Inc. Cash distributions of
$23,620 were received from venture capital limited partnership
investments. Net repayments of short-term borrowings totaled
$1,200,000 in 2002. At December 31, 2002, the Partnership had
commitments to fund additional investments totaling $489,786.
Cash and cash equivalents at December 31, 2002, were $1,749,984.
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
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2002 compared to 2001
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The net decrease in partners' capital resulting from operations
was $7,855,764 and $6,675,792 for the years ended December 31,
2002 and 2001, respectively.
Unrealized depreciation on equity investments was $14,777,967 and
$7,560,170 at December 31, 2002 and 2001, respectively. During
the year ended December 31, 2002, the net increase in unrealized
depreciation of $7,217,797 was a result of decreases in the
publicly traded prices of Endocare, Inc., Physiometrix, Inc. and
Valentis, Inc. and in the fair value of private portfolio
companies in the medical, biotechnology, information technology
and communications industries. 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 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 investment
write-offs during 2001 which resulted in a $5,497,389 decrease in
unrealized depreciation as the depreciation was realized upon
sale.
Unrealized depreciation on notes receivable investments was
$147,435 and $5,533,448 at December 31, 2002 and 2001,
respectively. During the year ended December 31, 2002, the net
decrease in unrealized depreciation of notes receivable of
$5,386,013 was mainly attributable to the write-off of notes
issued to Sutmyn Storage Corporation. During 2001, the Partnership
recorded an increase in unrealized depreciation of notes
receivable of $52,415 primarily related to the fair value of loans
made to a portfolio company in the industrial/business automation
industry.
Net realized gain from sales of equity investments during the year
ended December 31, 2002 was $1,432,231, primarily related to the
Partnership selling its investments in Matrix Pharmaceutical, Inc,
Lynk Systems, Inc., and R2 Technology, Inc. During 2001, net
realized loss from sales of equity investments totaled $914,464
and primarily resulted from the Partnership's sale of its
investments in AudioBasket.com, Inc. and Efficient Networks, Inc.
Other income was $774,298 for the year ended December 31, 2002.
In October 2000, Kanematsu Corporation, a creditor of one of the
Partnership's portfolio companies, initiated an arbitration
proceeding against the Partnership, two affiliated partnerships,
and a fourth co-investor. Kanematsu was seeking to recover
$2,000,000, the purchase price in a contract by which the
Partnership and the other entities were alleged to have agreed to
purchase certain debt securities of the portfolio company from
Kanematsu. The Partnership and affiliated partnerships asserted
counterclaims against Kanematsu. On February 12, 2002, the
Partnership, affiliated partnerships and the co-investor were
awarded $4,000,000 and all of Kanematsu's claims were denied. The
award is in full settlement of all claims and counterclaims. The
Partnership recognized revenue and a receivable of $666,667 as of
February 12, 2002, for its proportionate share of the award.
Kanematsu immediately filed a petition to vacate the award, and on
October 9, 2002, the United States District Court issued an order
confirming the arbitration award. Kanematsu appealed the order
but in early November 2002 paid a forbearance fee of $200,000 in
exchange for an option to settle all liabilities. On November 29,
2002, Kanematsu agreed to settle for $3,999,999. A decision on
the allocation of the proceeds between the Partnership, affiliates
and co-investor was reached in January 2003, however a dispute of
the legal fee has arisen. The Partnership received $774,298 on
February 13, 2003, which represents its proportionate share of the
settlement, less disputed legal fees, plus accrued interest. The
Partnership recognized the additional revenue and receivable of
$107,631 at December 31, 2002. Legal counsel for the Partnership
is actively seeking to resolve the fee dispute and recover the
remaining settlement proceeds for the Partnership. The
Partnership is unable to determine the amount of remaining
settlement proceeds or disputed legal fees as of December 31,
2002. There was no such income in 2001.
Investment expenses were $2,975,458 and $2,476,319 for 2002 and
2001, respectively. In 2002 the Managing General Partners billed
the Partnership $89,786 and $23,249 for operating expenses
incurred during 2001 and prior years, respectively. Had these
expenses been billed in the prior years the investment expenses
for 2002 and 2001 would have been $2,862,423 and $2,566,105,
respectively. The change from 2002 to 2001 is primarily
attributable to increased administrative and investment service
costs, partially offset by decreased professional and management
fees.
During 2002, the Partnership recorded realized losses from
investment write-offs of $5,446,528, which represents the
Partnership's total investment in Sutmyn Storage Corporation. The
fair value of these notes was reduced to zero during 2000 and it
has been determined by the Managing General Partners that there
will be no recovery on the notes as the company has ceased
operations. During 2001, the Partnership recorded a realized loss
from investment write-offs of $4,909,913, which represents the
Partnership's total investment in Adesso Healthcare Technology
Services, Inc., eoSports, Inc., Ascent Logic Corporation and
Positive Communications, Inc., all of which ceased operations
during 2001.
Net realized gain from venture capital limited partnerships
totaled $27,832 and $330,123 in 2002 and 2001, respectively. The
gains represented distributions from profits of venture capital
limited partnerships.
Interest income was $163,645 and $443,273 for the years ended
December 31, 2002 and 2001, respectively. The decrease was
primarily the result of decreased short-term investments.
Given the inherent risk associated with the business of the
Partnership, the future performance of the portfolio company
investments may significantly impact future operations.
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.
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 investment write-offs 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.
Investment write-offs were $4,909,913 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., all of
which ceased operations during 2001. During 2000, the Partnership
had a realized loss from investment write-offs 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.
New Accounting Pronouncement
- ----------------------------
In July 2002, the FASB issued SFAS No. 146, Accounting for Costs
Associated with Exit or Disposal Activities ("SFAS No. 146").
SFAS No. 146 addresses financial accounting and reporting for
costs associated with exit or disposal activities, such as
restructurings, involuntarily terminating employees, and
consolidating facilities initiated after December 31, 2002. The
implementation of SFAS No. 146 will not require the restatement of
previously issued financial statements. The Partnership has
implemented early adoption of SFAS No. 146 to all applicable costs
associated with exit or disposal activities occurring after
December 31, 2002. See Note 1 to the financial statements.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
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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 10 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
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The financial statements of the Registrant are set forth in Item
15.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
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ACCOUNTING AND FINANCIAL DISCLOSURE
-----------------------------------
A Form 8-K was filed by the Partnership on July 1, 2002, to report
the appointment of Grant Thornton LLP as the Partnership's
independent public accountants.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
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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 two 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
November 8, 2002, which information is incorporated herein by
reference.
Item 11. EXECUTIVE COMPENSATION
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As a partnership, the Registrant has no officers or directors. In
2002, the Partnership incurred $168,151 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 $14,000 annually, plus $1,500 for
each attended meeting of the Individual General Partners and
committees thereof. For the year ended December 31, 2002, $45,500
of such fees were incurred. The Independent General Partners are
reimbursed for all out-of-pocket expenses relating to attendance
of the meetings, committees or otherwise of the Individual
GeneralPartners.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
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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. The two
Independent General Partners each own 20 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.
Item 14. PROCEDURES AND CONTROLS
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The signing officer is responsible for establishing and
maintaining disclosure controls and procedures for Technology
Funding Partners V, An Aggressive Growth, L.P. Such officer has
concluded (based upon his evaluation of these controls and
procedures as of a date within 90 days of the filing of this
report) that Technology Funding Partners V, An Aggressive Growth,
L.P.'s disclosure controls and procedures are effective to ensure
that information required to be disclosed by Technology Funding
Partners V, An Aggressive Growth, L.P. in this report is
accumulated and communicated to Technology Funding Partners V, An
Aggressive Growth, L.P.'s management, including its principal
executive officers as appropriate, to allow timely decisions
regarding required disclosure.
The certifying officer also has indicated that there were no
significant changes in Technology Funding Partners V, An
Aggressive Growth, L.P.'s internal controls or other factors that
could significantly affect such controls subsequent to the date of
their evaluation, and there were no corrective actions with regard
to significant deficiencies and material weaknesses.
PART IV
Item 15. 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 Certified Public Accountants as of
and for the year ended December 31, 2002.
Report of Independent Public Accountants as of
and for the years ended December 31, 2001 and 2000
Balance Sheets as of December 31, 2002
and 2001
Statements of Investments as of
December 31, 2002 and 2001
Statements of Operations for the years
ended December 31, 2002, 2001 and 2000
Statements of Partners' Capital for the years
ended December 31, 2002, 2001 and 2000
Statements of Cash Flows for the years
ended December 31, 2002, 2001 and 2000
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
(1) On July 1, 2002, the Partnership reported on Form
8-K the appointment of Grant Thornton LLP as the
Partnership's independent public accountants.
(2) On August 16, 2002, the Partnership filed its
Amended and Restated Limited Partnership Agreement
on Form 8-K.
(3) On November 13, 2002, the Partnership filed Form 8-K
to report the voting results of the special meeting
of Limited Partners held on November 8, 2002.
(4) On January 8, 2003, the Partnership filed its
Amended and Restated Limited Partnership Agreement
on Form 8-K.
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
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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, 2002 and the related statements of operations, partners'
capital, and cash flows for the year ended December 31, 2002. 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. The financial statements of Technology Funding Venture
Partners V, an Aggressive Growth Fund, L.P. as of December 31, 2001 and for
the years ended December 31, 2001 and 2000 were audited by other auditors
who have ceased operations. Those auditors expressed an unqualified
opinion on those financial statements in their report dated March 15, 2002.
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. Our procedures included physical inspection
of securities owned as of December 31, 2002. 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, 2002
and the results of its operations, changes in partners' capital, and its
cash flows for the year ended December 31, 2002, in conformity with
accounting principles generally accepted in the United States of America.
Albuquerque, New Mexico /S/GRANT THORNTON LLP
March 17, 2003
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
THIS IS A COPY OF THE AUDIT REPORT PREVIOUSLY ISSUED BY ARTHUR
ANDERSEN LLP IN CONNECTION WITH TECHNOLOGY FUNDING VENTURE PARTNERS V,
LP'S FILING ON FORM 10-K FOR THE YEARS ENDED DECEMBER 31,2001 AND 2000.
THIS AUDIT REPORT HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP IN
CONNECTION WITH THIS FILING ON FORM 10-K.
BALANCE SHEETS
- --------------
December 31,
---------------------
2002 2001
------ ------
ASSETS
Investments:
Equity investments (cost basis of
$21,605,935 and $18,819,615 for
2002 and 2001, respectively) $6,827,968 $11,259,445
Notes receivable, net, (cost basis
of $184,293 and $5,620,368 for 2002
and 2001, respectively) 36,858 86,920
--------- ----------
Total investments 6,864,826 11,346,365
Cash and cash equivalents 1,749,984 7,222,914
Prepaid expenses 357,106 --
Other receivable 774,298 --
Other assets 194,690 540,321
--------- ----------
Total assets $9,940,904 $19,109,600
========= ==========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 44,870 $ 104,582
Due to related parties 21,279 74,499
Short-term borrowings -- 1,200,000
--------- ----------
Total liabilities 66,149 1,379,081
Commitments and contingencies
See Note 10.
Partners' capital
(400,000 Limited Partner Units
outstanding) 9,874,755 17,730,519
--------- ----------
Total liabilities and
partners' capital $9,940,904 $19,109,600
========= ==========
The accompanying notes are an integral part of these financial
statements.
STATEMENTS OF INVESTMENTS
- -------------------------
Principal
Amount or December 31, 2002 December 31, 2001
Industry Shares at ------------------ -----------------
(1) Investment December 31, Cost Fair Cost Fair
Company Position Date 2002 Basis Value Basis Value
- ---------------- -------- ---------- ----------- ----- ----- ----- -----
Equity Investments
- ------------------
Biomedical
- ----------
0.4% and 4.6% at December 31, 2002 and 2001, respectively
- ---------------------------------------------------------
Celera Genomics Group
(formerly Axys
Pharmaceuticals, Common
Inc.) shares 2000 4,065 $ 141,000 $ 38,821 $ 141,000 $ 108,495
Matrix
Pharmaceutical, Common
Inc. shares 2001 -- -- -- 311,970 702,629
---------- --------- ---------- ----------
141,000 38,821 452,970 811,124
---------- --------- ---------- ----------
Biotechnology
- -------------
2.4% and 4.6% at December 31, 2002 and 2001, respectively
- ---------------------------------------------------------
CellzDirect, Inc. Preferred
(a) (b) shares 2002 970,761 375,001 75,000 -- --
STATEMENTS OF INVESTMENTS (continued)
- -------------------------------------------
Hemoxymed, Inc.
(formerly
Molecular
Geriatrics Common
Corporation)(a) shares 1993 31,057 250,000 1,708 250,000 4,245
Prolinx, Inc. Common 1995-
(a) (b) shares 2000 717,162 2,766,870 64,544 2,766,870 322,722
Prolinx, Inc. Preferred 1995-
(a) (b) shares 2001 1,098,169 988,170 98,835 988,170 494,176
Prolinx, Inc. Common and
(a) (b) Preferred share
warrants at
$.0001-$.90;
expiring 1998-
2004-2010 2001 20,361 6,061 0 6,061 0
---------- --------- ---------- ---------
4,386,102 240,087 4,011,101 821,143
---------- --------- ---------- ----------
Communications
- --------------
1.6% and 2.5% at December 31, 2002 and 2001, respectively
- ---------------------------------------------------------
iVillage Common 1996-
Inc. shares 2000 83,111 301,403 78,124 301,403 157,911
Pegasus
Communications Common 2000-
Corporation shares 2001 -- -- -- 54,461 20,696
Worldres.com, Common 1997-
Inc. (a) (b) shares 2001 222,063 1,059,652 66,619 1,059,652 266,475
Worldres.com, Convertible
Inc. (a) (b) note (2) 2002 $136,000 144,965 14,497 -- --
STATEMENTS OF INVESTMENTS (continued)
- -------------------------------------------
Worldres.com, Common
Inc. (a) (b) share
warrants
expired 1997-
2002 2002 -- -- -- 62 0
---------- --------- ---------- ----------
1,506,020 159,240 1,415,578 445,082
---------- --------- ---------- ----------
Environmental
- -------------
0.0% and 0.0% at December 31, 2002 and 2001, respectively
- ---------------------------------------------------------
Triangle
Biomedical
Sciences, Common
Inc.(a) shares 1999 1,806 35,560 0 35,560 5,056
Triangle Common
Biomedical share warrants
Sciences, at $28.00;
Inc.(a) expiring 2009 1999 1,806 1,806 0 1,806 180
---------- --------- ---------- ----------
37,366 0 37,366 5,236
---------- --------- ---------- ----------
High Tech/Financial
- -------------------
2.8% and 0.0% at December 31, 2002 and 2001, respectively
- ---------------------------------------------------------
Vencore Solutions
LLC (a) (b) LLC Units 2002 625,000 625,000 250,000 -- --
Vencore Solutions LLC Unit
LLC (a) (b) warrants
at $0.001;
expiring 2007 2002 62,500 0 24,975 -- --
STATEMENTS OF INVESTMENTS (continued)
- -------------------------------------------
---------- --------- ---------- ----------
625,000 274,975 -- --
---------- --------- ---------- ----------
Industrial/Business Automation
- ------------------------------
6.5% and 2.5% at December 31, 2002 and 2001, respectively
- ---------------------------------------------------------
Innergy Power
Corporation Preferred 1995-
(a) (b) shares 2002 880,246 2,707,509 512,816 2,687,985 352,138
Innergy Power
Corporation Common 2001-
(a) (b) shares 2002 18,818 4,201 0 1 0
Innergy Power Common and
Corporation Preferred share
(a) (b) warrants at
$.60-$12.50;
expiring 1997-
2003-2006 2001 518,427 3,000 0 4,186 0
Innergy Power
Corporation Convertible
(a) (b) note (2) 2001 $244,000 250,952 125,476 251,500 88,025
---------- --------- ---------- ----------
2,965,662 638,292 2,943,672 440,163
---------- --------- ---------- ----------
Information Technology
- ----------------------
2.2% and 0.2% at December 31, 2002 and 2001, respectively
- ---------------------------------------------------------
Ascential
Software Common
Corporation shares 2001 -- -- -- 0 1,215
STATEMENTS OF INVESTMENTS (continued)
- -------------------------------------------
KeyEye
Communications, Preferred
Inc. (a) (b) shares 2002 3,142,856 550,000 220,000 -- --
Lynk Systems, Common
Inc.(a) shares 1998 -- -- -- 38,500 31,500
Virage, Inc. Common
shares 2002 1,428 1,660 1,001 1,668 2,191
---------- --------- ---------- ----------
551,660 221,001 40,168 34,906
---------- --------- ---------- ----------
Medical
- -------
44.0% and 35.4% at December 31, 2002 and 2001, respectively
- -----------------------------------------------------------
Acusphere, Inc. Preferred 1995-
(a) shares 2002 556,337 1,014,615 78,444 762,499 1,075,963
Atherotech, Preferred 2000-
Inc. (a) (b) shares 2002 1,055,372 2,724,822 2,824,175 2,000,000 1,875,000
Atherotech, Convertible
Inc. (a) (b) note (2) 2001 -- -- -- 251,315 150,789
CareCentric.
Solutions, Common
Inc. shares 1999 25,810 206,718 16,777 206,718 15,486
Endocare, Inc. Common 1996-
(b) shares 1999 49,764 163,874 26,376 163,874 446,135
Impres Medical Preferred
Inc.(a) (b) shares 2002 1,071,429 742,500 450,000 -- --
Impres Medical, Common share
Inc.(a) (b) warrants
at $1.00;
expiring
2007 2002 214,285 7,500 0 -- --
STATEMENTS OF INVESTMENTS (continued)
- -------------------------------------------
Periodontix, Preferred 1993-
Inc.(a) shares 1999 339,253 556,001 0 556,001 0
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 $273,000 359,816 4,427 331,059 128,602
Pharmadigm, Preferred 1993-
Inc.(a) (b) shares 2002 917,596 1,304,396 383,526 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 76,873 285,023 304,696
R2 Technology, Preferred 1994-
Inc. (a) shares 1996 -- -- -- 537,080 791,287
Resolution
Sciences
Corporation Preferred
(a) (b) shares 2000 485,000 970,000 0 970,000 291,000
Resolution
Sciences
Corporation Convertible 2001-
(a) (b) note (2) 2002 $200,000 215,804 0 106,082 31,824
Sanarus Medical, Preferred
Inc.(a) (b) shares 1999 260,000 390,000 224,900 390,000 224,900
Valentis, Inc. Common 1994-
shares 2002 715,974 908,970 157,515 762,234 608,450
---------- --------- ---------- ----------
10,050,039 4,349,013 8,601,281 6,270,276
---------- --------- ---------- ----------
STATEMENTS OF INVESTMENTS (continued)
- -------------------------------------------
Microelectronics
- ----------------
7.1% and 11.6% at December 31, 2002 and 2001, respectively
- ----------------------------------------------------------
Tessera, Inc.(a) Preferred
shares 1992 444,444 500,000 542,368 500,000 1,999,998
Tessera, Inc.(a) Common
shares 1997 48,502 56,500 157,632 56,500 50,918
---------- --------- ---------- ----------
556,500 700,000 556,500 2,050,916
---------- --------- ---------- ----------
Venture Capital Limited Partnership Investments
- -----------------------------------------------
2.1% and 2.1% at December 31, 2002 and 2001, respectively
- ---------------------------------------------------------
Capital Valley Preferred
Ventures(a) shares 2002 50,794 48,254 14,476 -- --
Capital Valley
Ventures(a) LLC units 2002 50,794 2,540 762 -- --
Capital Valley Convertible
Ventures(a) note (2) 2001 -- -- -- 25,187 25,187
CVM Equity Ltd.
Fund IV, Ltd(a) Partnership
interests various $150,000 76,436 38,218 76,436 55,876
El Dorado Ltd.
Ventures III, Partnership
L.P. (a) interests various $250,000 212,460 24,739 212,460 30,578
O,W&W Pacrim Ltd.
Investments Partnership
Limited (a) interests various $400 1,000 500 1,000 126,120
Spectrum Equity Ltd.
Investors, Partnership
L.P.(a) interests various $500,000 398,082 103,937 398,082 110,087
STATEMENTS OF INVESTMENTS (continued)
- -------------------------------------------
Trinity Ventures Ltd.
IV, L.P. (a) Partnership
interests various $175,006 47,814 23,907 47,814 32,751
---------- --------- ---------- ----------
786,586 206,539 760,979 380,599
---------- --------- ---------- ----------
Total equity investments 69.1% and 63.5% at
December 31, 2002 and 2001, respectively 21,605,935 6,827,968 18,819,615 11,259,445
---------- --------- ---------- ----------
Notes Receivable, Net
- ---------------------
Avalon Vision Secured
Solutions, Inc. note, 16%,
due 2004 1999 $164,906 184,293 36,858 173,840 86,920
Sutmyn Secured
Storage note, 50%,
Corporation due on 1999-
(b) demand 2000 -- -- -- 5,446,528 0
---------- --------- ---------- ----------
Total notes receivable 0.4% and 0.5% at
December 31, 2002 and 2001, respectively 184,293 36,858 5,620,368 86,920
---------- --------- ---------- ----------
Total investments 69.5% and 64.0% at
December 31, 2002 and 2001, respectively $21,790,228 $6,864,826 $24,439,983 $11,346,365
========== ========= ========== ==========
STATEMENTS OF INVESTMENTS (continued)
- -------------------------------------------
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 12/31/02 and 12/31/01.
(2) The Partnership has no income-producing equity investments except for convertible notes which
include accrued interest. Interest rates on such notes range from 5.25 percent to 8.25 percent.
The accompanying notes are an integral part of these financial statements.
STATEMENTS OF OPERATIONS
- ------------------------
For the Years Ended December 31,
------------------------------------
2002 2001 2000
------ ------ ------
Investment income:
Notes receivable
interest $ 97,572 $ 104,197 $ 1,431,324
Short-term investment
interest 66,073 339,076 513,467
--------- --------- ---------
Total investment
income 163,645 443,273 1,944,791
Investment expenses:
Management fees 168,151 233,047 247,888
Independent General
Partners' compensation 45,500 45,560 42,321
Administrative and
investor services 2,027,856 1,268,894 1,021,290
Investment operations 440,160 363,496 1,060,866
Professional fees 131,577 309,703 167,542
Computer services 149,179 200,959 173,767
Interest expense 13,035 54,660 1,720
--------- --------- ---------
Total investment
expenses 2,975,458 2,476,319 2,715,394
--------- --------- ---------
Net investment loss (2,811,813) (2,033,046) (770,603)
--------- --------- ---------
STATEMENTS OF OPERATIONS (continued)
- -----------------------------------
For the Years Ended December 31,
------------------------------------
2002 2001 2000
------ ------ ------
Net realized gain (loss)
from sales of equity
investments 1,432,231 (914,464) 17,309,822
Realized loss from
investment write-offs (5,446,528) (4,909,913) (693,782)
Realized gain from
recovery of investments
previously written off -- 107,816 --
Net realized gain from
venture capital limited
partnership investments 27,832 330,123 1,183,654
Net realized loss on
foreign currency -- -- (126,781)
--------- --------- ----------
Net realized (loss)
income (3,986,465) (5,386,438) 17,672,913
--------- --------- ----------
(Increase) decrease in
unrealized depreciation:
Equity investments (7,217,797) 796,107 (27,693,162)
Notes receivable 5,386,013 (52,415) (5,481,033)
--------- --------- ----------
Net (increase) decrease in
unrealized depreciation (1,831,784) 743,692 (33,174,195)
--------- --------- ----------
Other income 774,298 -- --
--------- --------- ----------
Net decrease in
partners' capital
resulting from
operations $(7,855,764) $(6,675,792) $(16,271,885)
========= ========= ==========
Net decrease in
partners' capital
resulting from
operations per Unit $ (19.44) $ (16.52) $ (34.76)
========== ========= ==========
The accompanying notes are an integral part of these financial
statements.
STATEMENTS OF PARTNERS' CAPITAL
- -------------------------------
For the years ended December 31, 2002, 2001 and 2000:
Limited General
Partners Partners Total
-------- -------- -----
Partners' capital,
January 1, 2000 $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 increase in unrealized
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
Net investment loss (2,783,694) (28,119) (2,811,813)
Net realized loss (3,946,600) (39,865) (3,986,465)
Net increase in unrealized
depreciation (1,813,465) (18,319) (1,831,784)
Other income 766,555 7,743 774,298
---------- --------- ----------
Partners' capital,
December 31, 2002 $13,305,996 $(3,431,241) $ 9,874,755
========== ========= ==========
The accompanying notes are an integral part of these financial
statements.
STATEMENTS OF CASH FLOWS
- ------------------------
For The Years Ended December 31,
-----------------------------------
2002 2001 2000
------ ------ ------
Net decrease in partners'
capital resulting
from operations $(7,855,764) $(6,675,792) $(16,271,885)
Adjustments to reconcile net
decrease in partners' capital
resulting from operations to
net cash used by operating
activities:
Net increase (decrease) in
unrealized depreciation:
Equity investments 7,217,797 (796,107) 27,693,162
Notes receivable (5,386,013) 52,415 5,481,033
Net realized (gain) loss from
sales of equity investments (1,432,231) 914,464 (17,309,822)
Realized loss from
investment write-offs 5,446,528 4,909,913 693,782
Realized gain from
recovery of investments
previously written off -- (107,816) --
Net realized gain from
venture capital limited
partnership investments (27,832) (330,123) (1,183,654)
Net realized loss on foreign
currency transaction -- -- 126,781
Increase in prepaid expenses (357,106) -- --
Increase in other receivables (774,298) -- --
Increase in accrued interest
on notes receivable (80,987) (82,055) (1,395,388)
(Decrease) increase in due
to related parties (53,220) (767,380) 814,270
(Decrease) increase in accounts
payable and accrued expenses (59,712) 14,978 33,039
Other changes, net (40,445) (524,930) (12,294)
--------- ---------- ----------
Net cash used by
operating activities (3,403,283) (3,392,433) (1,330,976)
--------- ---------- ----------
Cash flows from investing
activities:
Notes receivable issued -- -- (3,250,000)
Purchase of equity
investments (3,654,853) (2,612,462) (5,826,031)
Repayment of notes
receivable -- 4,604 1,118,684
Proceeds from sales of
equity investments 2,761,586 866,075 20,829,278
STATEMENTS OF CASH FLOWS (continued)
- -----------------------------------
For The Years Ended December 31,
-----------------------------------
2002 2001 2000
------ ------ ------
Proceeds from recovery of
investments previously
written off -- 107,816 --
Distributions from venture
capital limited partnership
investments 23,620 87,882 538,956
--------- ---------- ----------
Net cash (used) provided
by investing activities (869,647) (1,546,085) 13,410,887
--------- ---------- ----------
Cash flows from financing
activities:
(Repayments of) proceeds from
short-term borrowings (1,200,000) (1,100,000) 2,300,000
Distributions -- -- (7,348,554)
--------- ---------- ----------
Net cash used
by financing activities (1,200,000) (1,100,000) (5,048,554)
--------- ---------- ----------
Effect of exchange rate changes
on cash and cash equivalents -- -- (126,781)
--------- ---------- ----------
Net (decrease) increase in
cash and cash equivalents (5,472,930) (6,038,518) 6,904,576
Cash and cash equivalents
at beginning of year 7,222,914 13,261,432 6,356,856
--------- ---------- ----------
Cash and cash equivalents
at end of year $ 1,749,984 $ 7,222,914 $13,261,432
========= ========== ==========
Supplemental schedule of
non-cash investing activities:
Notes receivable
converted to equity
investments $ -- $ -- $ 424,999
========== ========== ==========
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 two 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 November 8,
2002, the Limited Partners approved an extension of the Partnership's
term to December 31, 2004, and authorized 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, 2002 and December 31, 2001, the investment portfolio
included investments totaling $6,225,942 and $8,510,941, respectively,
whose fair values were established in good faith by the Managing General
Partners 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 $26,376 and
$446,135 at December 31, 2002 and December 31, 2001, 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 loss
from investment write-offs" 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, 2002 and 2001, was $22,445,400 and $22,527,447, respectively. At
December 31, 2002 and 2001, gross unrealized and depreciation on
investments based on cost for federal income tax purposes were as
follows:
December 31, December 31,
2002 2001
------------ ------------
Unrealized appreciation $ 708,843 $ 3,310,157
Unrealized depreciation (16,289,417) (14,491,239)
---------- ----------
Net unrealized depreciation $(15,580,574) $(11,181,082)
========== ==========
Net Decrease in Partners' Capital Resulting from Operations
- -----------------------------------------------------------
Per Unit
- --------
Net 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, 2002, 2001 and 2000, into the
total net decrease 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.
New Accounting Pronouncement
- ----------------------------
In July 2002, the FASB issued SFAS No. 146, Accounting for Costs
Associated with Exit or Disposal Activities ("SFAS No. 146"). SFAS No.
146 addresses financial accounting and reporting for costs associated
with exit or disposal activities, such as restructurings, involuntarily
terminating employees, and consolidating facilities initiated after
December 31, 2002. The implementation of SFAS No. 146 will not require
the restatement of previously issued financial statements. The
Partnership has implemented early adoption of SFAS No. 146 to all
applicable costs associated with exit or disposal activities occurring
after December 31, 2002.
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, 2002, 2001
and 2000, related party costs were as follows:
2002 2001 2000
-------- -------- --------
Management fees $ 168,151 $ 233,047 $ 247,888
Independent General Partners'
compensation 45,500 45,560 42,321
Reimbursable operating expenses:
Administrative and investor services 1,916,990 1,023,410 652,454
Investment operations 417,330 346,440 1,048,334
Computer services 149,179 200,959 173,767
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 $11,413 and $17,445 and were included in
due to related parties at December 31, 2002 and 2001, 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. At
December 31, 2002 and 2001, amounts due to related parties for such
expenses were $9,866 and $57,054, respectively.
The Managing General Partners allocate operating expenses incurred in
connection with the business of the Partnership based on employee hours
incurred. In 2002 the Managing General Partners billed the Partnership
$89,786, $13,285 and $9,964 for operating expenses incurred during 2001,
2000 and prior years, respectively. In 2000, the Managing General
Partners billed the Partnership an additional $196,035 for investment
management expenses of prior years that were incurred by the General
Partners but not previously billed to the Partnership. Had the
additional expenses been billed in the years in which they were incurred,
the investment expenses for 2002, 2001 and 2000 would have been
$2,862,423, $2,566,105 and $2,532,644, 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 $14,000 annually, plus $1,500 for each attended meeting of the
Individual General Partners or committee thereof. The Independent
General Partners are reimbursed for all out-of-pocket expenses relating
to attendance of the meetings, committees or otherwise of the Individual
General Partners. The two Independent General Partners each own 20
Units.
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.
Retention bonuses were offered to and accepted by key employees of the
Managing General Partners in late 2002. The expense for these bonuses,
which were approved by the Independent General Partners during the
September 2002 Individual General Partner meeting, was prepaid by the
Partnership in October and December 2002. The amount of prepaid operating
expenses was $371,570. The bonuses, incremented by annual salary
increases, and will be paid to those individuals who are still full-time
employees of the Managing General Partners in April 2007. Upon the
resignation of personnel no adjustment to the retention bonus amount
previously paid by the Partnership to the Managing General Partners shall
occur until a replacement person is hired.
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, 2002, the
Partnership and affiliated partnerships had an indirect interest in non-
transferable Endocare, Inc. and Physiometrix, Inc. options whose exercise
price exceeded the current market value.
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, 2002 and 2001, marketable equity securities had aggregate
costs of $1,844,774 and $2,064,477, respectively, and aggregate fair
market values of $369,111 and $1,921,770, respectively. The net
unrealized loss at December 31, 2002 and 2001, included gross gains of
$22,809 and $429,082, respectively.
Restricted Securities
- ---------------------
At December 31, 2002 and 2001, restricted securities had aggregate costs
of $19,761,161 and $16,755,138, respectively, and aggregate fair market
values of $6,458,857 and $9,337,675, respectively, representing 66.3
percent and 52.7 percent, respectively, of the net assets of the
Partnership.
Significant purchases, sales and write-offs of equity investments during
2002 are as follows:
Acusphere, Inc.
- ---------------
In June 2002, the Partnership purchased 178,806 shares of Series J
Preferred stock of the company for $252,116.
Atherotech, Inc.
- ----------------
In March 2002, the Partnership purchased 56,053 Series D Preferred shares
for $250,000. The Partnership also converted notes receivable of
$254,823 and received 57,135 Series D Preferred shares.
In December 2002, the Partnership purchased 49,327 Series D Preferred
shares for $220,000.
Capital Valley Ventures
- -----------------------
In March 2002, the Partnership converted $25,794 in notes receivable to
25,794 Series A Preferred shares and 25,794 LLC Units. Also in March, the
Partnership purchased 25,000 Series A Preferred shares and 25,000 LLC
Units for $25,000.
CellzDirect, Inc.
- -----------------
In August 2002, the Partnership purchased 970,761 Series B Preferred
shares of the company for $375,001.
Impres Medical, Inc.
- --------------------
During November 2002, the Partnership purchased 1,071,429 Series A
Preferred shares and 214,285 common warrants at an exercise price of
$1.00 per share for $750,000.
Innergy Power Corporation
- -------------------------
In January 2002, the Partnership net exercised a common stock warrant for
10,000 shares at $0.60 each and received 7,000 shares with a cost basis
of $4,200. The Partnership realized a gain of $4,200 on the warrant
exercise.
In August 2002, the company extended a convertible note issued to the
Partnership to August 2003 and converted accrued interest of $19,520 into
9,761 Series C Preferred shares.
KeyEye Communications, Inc.
- ---------------------------
The Partnership purchased 3,142,856 shares of Series A Preferred stock of
the company for $550,000 in December 2002.
Lynk Systems, Inc.
- ------------------
The Partnership sold its entire investment in the company in October 2002
for proceeds of $551,250, realizing a gain of $512,750.
Matrix Pharmaceutical, Inc.
- ---------------------------
In January 2002, the Partnership sold its entire investment in the
company for proceeds of $971,134 and a realized gain of $659,164.
Pegasus Communications Corporation
- ----------------------------------
In January 2002, the Partnership sold 1,988 common shares in the company
for proceeds of $7,191 and realized a loss of $47,270.
Pharmadigm, Inc.
- ----------------
In May 2002, the Partnership acquired 225,000 shares of Series F
Preferred stock of the company for $225,000.
R2 Technology, Inc.
- -------------------
In November 2002, the Partnership sold its entire investment in the
company for proceeds of $840,330 and realized a gain of $303,250.
Resolution Sciences Corporation
- -------------------------------
In April 2002, the Partnership issued a $100,000 convertible note to the
company with an interest rate of prime plus 1 percent and a maturity date
of April 2003.
Valentis, Inc.
- --------------
In 2002, the Partnership acquired 519,700 common shares of the company
for $146,736.
Vencore Solutions, LLC
- ----------------------
During September 2002, the Partnership acquired 625,000 Series A units of
the Limited Liability Company for $625,000. In addition, a warrant for
62,500 Series A units was issued.
Worldres.com, Inc.
- ------------------
In April 2002, the Partnership issued a convertible note for $136,000 to
the company. The note bears interest at prime plus 4 percent and is due
in April 2003.
Venture Capital Limited Partnership Investments
- -----------------------------------------------
During 2002, the Partnership received stock distributions of Virage,
Inc., with a total fair value of $4,213. Cash distributions of $20,000
and $3,620 were received from O,W&W Pacrim Investments Limited and
Spectrum Equity Investors, L.P., respectively. These distributions were
recorded as realized gains.
In the year ended December 31, 2002, the Partnership recorded a $199,667
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 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 depreciation of equity investments." The table
below discloses details of the changes:
For the Years Ended December 31,
-----------------------------------
2002 2001 2000
------ ------ ------
Unrealized (depreciation)
appreciation from cost of
marketable equity
securities $(1,475,663) $ (142,707) $ 1,863,638
Unrealized depreciation
from cost of
non-marketable equity
securities (13,302,304) (7,417,463) (10,219,915)
---------- ---------- ----------
Unrealized depreciation
from cost
at end of year (14,777,967) (7,560,170) (8,356,277)
Unrealized (depreciation)
appreciation from cost at
beginning of year (7,560,170) (8,356,277) 19,336,885
---------- ---------- ----------
Net (increase) decrease in
unrealized depreciation
of equity investments $(7,217,797) $ 796,107 $(27,693,162)
========== ========== ==========
6. Notes Receivable
----------------
Activity from January 1 through December 31 consisted of:
2002 2001
------ ------
Balance, beginning of year $ 86,920 $138,020
Notes receivable written off (5,446,528) --
Repayments of notes receivable -- 4,604
Increase (decrease) in accrued interest 10,453 (3,289)
Net decrease (increase) in unrealized
depreciation of notes receivable 5,386,013 (52,415)
--------- -------
Balance, end of year $ 36,858 $ 86,920
========= =======
The interest rate on notes receivable at December 31, 2002, was 16
percent. All notes and accrued interest are due 2004.
In September 2002, notes receivable and accrued interest due from Sutmyn
Storage Corporation in the amount of $5,446,528 were written off. The
fair value of these notes was reduced to zero during 2000 and it has been
determined by the Managing General Partners that there will be no
recovery on the notes as the company has ceased operations.
7. Cash and Cash Equivalents
-------------------------
Cash and cash equivalents at December 31, 2002 and 2001, consisted of:
2002 2001
-------- --------
Demand accounts $ 814,726 $ 38,347
Money-market accounts 935,258 7,184,567
--------- ---------
Total $1,749,984 $7,222,914
========= =========
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
-------------
There were no distributions in 2001 or 2002. 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, 2002, the Partnership had unfunded commitments as
follows:
Type
- ----
Equity investments $231,253
Notes receivable 258,533
-------
Total $489,786
=======
The Partnership also had guaranteed equipment leases of $350,000.
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. The Partnership
recognized revenue and a receivable of $666,667 as of February 12, 2002,
for its proportionate share of the award. Kanematsu immediately filed a
petition to vacate the award, and on October 9, 2002, the United States
District Court issued an order confirming the arbitration award.
Kanematsu appealed the order but in early November 2002 paid a
forbearance fee of $200,000 in exchange for an option to settle all
liabilities. On November 29, 2002, Kanematsu agreed to settle for
$3,999,999. A decision on the allocation of the proceeds between the
Partnership, affiliates and co-investor was reached in January 2003;
however, a dispute of the legal fee has arisen. The Partnership received
$774,298 on February 13, 2003, which represents its proportionate share
of the settlement, less disputed legal fees, plus accrued interest. The
Partnership recognized the additional revenue and receivable of $107,631
at December 31, 2002. Legal counsel for the Partnership is actively
seeking to resolve the fee dispute and recover the remaining settlement
proceeds for the Partnership. The Partnership is unable to determine the
amount of remaining settlement proceeds or disputed legal fees as of
December 31, 2002.
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,
-----------------------------------
2002 2001 2000
------ ------ ------
(all amounts on a per Unit basis)
Net asset value,
beginning of period $35.55 $52.46 $87.56
Loss from investment
operations:
Net investment loss (5.04) (5.03) (1.66)
Net realized and unrealized
loss on investments (14.40) (11.49) (33.10)
----- ------ ------
Total from investment
operations (19.44) (16.52) (34.76)
----- ------ ------
Net asset value, end of period $16.11 $35.94 $ 52.80
===== ====== ======
Total Return (54.69)% (31.49)% (39.70)%
Ratios to average net assets:
Net investment loss (19.52)% (11.38)% (2.37)%
Expenses 28.80% 14.00% 9.67%
Pursuant to the Partnership Agreement, net profit shall be allocated
first to those Partners with deficit capital account balances until such
deficits have been eliminated. The net asset values shown above assume
the Partnership is in liquidation. Upon liquidation, the General
Partners would contribute capital equal to the amount of the Limited
Partners deficit. As of December 31, 2002, the General Partners have a
negative capital balance of $3,431,241. Upon liquidation, the General
Partners would not be required to contribute cash to the Partnership, as
the net asset value is greater than the General Partners' negative
capital balance. Net asset value has been calculated in accordance with
this provision of the Partnership Agreement.
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 25, 2003 By: /s/Charles R. Kokesh
--------------------------------
Charles R. Kokesh
President, Chief Executive Officer,
Chief Financial Officer and
Chairman of Technology Funding Inc.
and Managing General Partner of
Technology Funding Ltd.
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 25, 2003
- ------------------------ 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.
CERTIFICATIONS
--------------
I, Charles R. Kokesh, President, Chief Executive Officer, Chief Financial
Officer and Chairman of Technology Funding Inc. and Managing General
Partner of Technology Funding Ltd., certify that:
1. I have reviewed this annual report on Form 10-K of Technology Funding
Partners V, An Aggressive Growth Fund, L.P.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
annual report;
4. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant is made known to me by
others within the entity, particularly during the period in which this
annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the Evaluation Date); and
c) presented in this annual report my conclusions about the effectiveness
of the disclosure controls and procedures based on my evaluation as of
the Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the
registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. I have indicated in this annual report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of my most
recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: March 25, 2003 By: /s/Charles R. Kokesh
--------------------------------
Charles R. Kokesh
President, Chief Executive
Officer, Chief Financial
Officer and Chairman of
Technology Funding Inc. and
Managing General Partner of
Technology Funding Ltd.
Technology Funding Partners V, L.P. 1:05 PM 03/25/03
(a Delaware limited partnership)
Page 31 of 55
Technology Funding Partners V, L.P.
(a Delaware limited partnership)