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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from N/A to N/A
--- ---
Commission File No. 814-82
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 No.)
incorporation or organization)
1107 Investment Blvd., Suite 180
El Dorado Hills, California 95762
- --------------------------------------- --------
(Address of principal executive offices) (Zip Code)
(916) 941-1400
-------------------------------
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Limited
Partnership Units
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12B-2 of the Act). Yes No X
--- ---
No active market for the units of limited partnership interests ("Units")
exists, and therefore the market value of such Units cannot be determined.
Forward-Looking Statements
- --------------------------
The Private Securities Litigation Reform Act of 1995 (the Act) provides a
safe harbor for forward-looking statements made by or on behalf of the
Partnership. The Partnership and its representatives may from time to time
make written or oral statements that are "forward-looking", including
statements contained in this report and other filings with the Securities
and Exchange Commission, and reports to the Partnership's shareholders and
news releases. All statements that express expectations, estimates,
forecasts and projections are forward-looking statements within the meaning
of the Act. In addition, other written or oral statements, which
constitute forward-looking statements, may be made by or on behalf of the
Partnership. Words such as "expects", "anticipates", "intends", "plans",
"believes", "seeks", "estimates", "projects", "forecasts", "may", "should",
variations of such words and similar expressions are intended to identify
such forward-looking statements. These statements are not guarantees of
future performance and involve certain risks, uncertainties and
assumptions, which are difficult to predict. Therefore, actual outcomes
and results may differ materially from what is expressed or forecasted in
or suggested by such forward-looking statements. The Partnership
undertakes no obligation to update publicly any forward-looking statements,
whether as a result of new information, future events or otherwise.
I. FINANCIAL INFORMATION
Item 1. Financial Statements
BALANCE SHEETS
- --------------
(unaudited)
March 31, December 31,
2003 2002
------------ ------------
ASSETS
Equity investments (cost of
$16,473,869 and $21,605,935 at
March 31, 2003, and December 31,
2002, respectively) $ 6,519,498 $ 6,827,968
Notes receivable, net (cost of
$190,800 and $184,293 at March 31,
2003, and December 31, 2002,
respectively) 38,161 36,858
---------- ----------
Total investments 6,557,659 6,864,826
Cash and cash equivalents 1,660,894 1,749,984
Prepaid expenses 337,411 357,106
Other receivable 193,830 774,298
Other assets 2,285 194,690
---------- ----------
Total assets $ 8,752,079 $ 9,940,904
========== ==========
BALANCE SHEETS (unaudited) (continued)
- -------------------------------------
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 40,089 $ 44,870
Due to related parties 139,533 21,279
---------- ----------
Total liabilities 179,622 66,149
Commitments and contingencies
(See Note 8)
Partners' capital:
Limited Partners
(400,000 Units outstanding) 12,016,720 13,305,996
General Partners (3,444,263) (3,431,241)
---------- ----------
Total partners' capital 8,572,457 9,874,755
---------- ----------
Total liabilities and partners' capital $ 8,752,079 $ 9,940,904
========== ==========
See accompanying notes are an integral part of these financial statements.
STATEMENTS OF INVESTMENTS
- -------------------------
Principal
Amount or March 31, 2003 December 31, 2002
Industry Shares at ----------------- -----------------
(1) Investment March 31, Cost Fair Cost Fair
Company Position Date 2003 Basis Value Basis Value
- ---------------- -------- ---------- ----------- ----- ----- ----- -----
Equity Investments
- ------------------
Biomedical
- ----------
0.4% and 0.4% at March 31, 2003, and December 31, 2002, respectively
- --------------------------------------------------------------------
Celera Genomics Group
(formerly Axys
Pharmaceuticals, Common
Inc.) shares 2000 4,065 $ 141,000 $ 35,040 $ 141,000 $ 38,821
---------- --------- ---------- ----------
141,000 35,040 141,000 38,821
---------- --------- ---------- ----------
Biotechnology
- -------------
0.9% and 2.4% at March 31, 2003, and December 31, 2002, respectively
- --------------------------------------------------------------------
CellzDirect, Inc. Preferred
(a) (b) shares 2002 970,761 375,001 75,000 375,001 75,000
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
Hemoxymed, Inc.
(formerly
Molecular
Geriatrics Common
Corporation)(a) shares 1993 31,057 250,000 3,261 250,000 1,708
Prolinx, Inc. Common 1995-
(a) (b) shares 2000 -- -- -- 2,766,870 64,544
Prolinx, Inc. Preferred 1995-
(a) (b) shares 2001 -- -- -- 988,170 98,835
Prolinx, Inc. Common and
(a) (b) Preferred share
warrants at
$.0001-$.90;
expiring 1998-
2004-2010 2001 -- -- -- 6,061 0
---------- --------- ---------- ---------
625,001 78,261 4,386,102 240,087
---------- --------- ---------- ----------
Communications
- --------------
1.6% and 1.6% at March 31, 2003, and December 31, 2002, respectively
- --------------------------------------------------------------------
iVillage Common 1996-
Inc. shares 2000 83,111 301,403 51,529 301,403 78,124
Worldres.com, Common 1997-
Inc. (a) (b) shares 2001 222,063 1,059,652 66,619 1,059,652 66,619
Worldres.com, Convertible
Inc. (a) (b) note (2) 2002 $136,000 147,900 14,790 144,965 14,497
---------- --------- ---------- ----------
1,508,955 132,938 1,506,020 159,240
---------- --------- ---------- ----------
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
Environmental
- -------------
0.0% and 0.0% at March 31, 2003, and December 31, 2002, respectively
- --------------------------------------------------------------------
Triangle
Biomedical
Sciences, Common
Inc.(a) shares 1999 1,806 35,560 0 35,560 0
Triangle Common
Biomedical share warrants
Sciences, at $28.00;
Inc.(a) expiring 2009 1999 1,806 1,806 0 1,806 0
---------- --------- ---------- ----------
37,366 0 37,366 0
---------- --------- ---------- ----------
High Tech/Financial
- -------------------
3.2% and 2.8% at March 31, 2003, and December 31, 2002, respectively
- --------------------------------------------------------------------
VenCore Solutions
LLC (a) (b) LLC Units 2002 625,000 625,000 250,000 625,000 250,000
VenCore Solutions LLC Unit
LLC (a) (b) warrants
at $0.001;
expiring 2007 2002 62,500 0 24,975 0 24,975
---------- --------- ---------- ----------
625,000 274,975 625,000 274,975
---------- --------- ---------- ----------
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
Industrial/Business Automation
- ------------------------------
7.5% and 6.5% at March 31, 2003, and December 31, 2002, respectively
- --------------------------------------------------------------------
Innergy Power
Corporation Preferred 1995-
(a) (b) shares 2002 880,246 2,707,509 512,816 2,707,509 512,816
Innergy Power
Corporation Common 2001-
(a) (b) shares 2002 18,818 4,201 0 4,201 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 3,000 0
Innergy Power
Corporation Convertible
(a) (b) note (2) 2001 $244,000 255,765 127,883 250,952 125,476
---------- --------- ---------- ----------
2,970,475 640,699 2,965,662 638,292
--------- -------- --------- ---------
Information Technology
- ----------------------
2.6% and 2.2% at March 31, 2003, and December 31, 2002, respectively
- --------------------------------------------------------------------
KeyEye
Communications, Preferred
Inc. (a) (b) shares 2002 3,142,856 550,000 220,000 550,000 220,000
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
Virage, Inc. Common
shares 2002 1,428 1,660 943 1,660 1,001
---------- --------- ---------- ----------
551,660 220,943 551,660 221,001
---------- --------- ---------- ----------
Medical
- -------
49.3% and 44.0% at March 31, 2003, and December 31, 2002, respectively
- ----------------------------------------------------------------------
Acusphere, Inc. Preferred 1995-
(a) shares 2002 556,337 1,014,615 78,444 1,014,615 78,444
Atherotech, Preferred 2000-
Inc. (a) (b) shares 2002 1,055,372 2,724,822 2,824,175 2,724,822 2,824,175
CareCentric.
Solutions, Common
Inc. shares 1999 25,810 206,718 13,163 206,718 16,777
Endocare, Inc. Common 1996-
(b) shares 1999 49,764 163,874 60,962 163,874 26,376
Impres Medical, Preferred
Inc.(a) (b) shares 2002 1,071,429 742,500 450,000 742,500 450,000
Impres Medical, Common share
Inc.(a) (b) warrants
at $1.00;
expiring
2007 2002 214,285 7,500 0 7,500 0
Periodontix, Preferred 1993-
Inc.(a) shares 1999 339,253 556,001 0 556,001 0
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
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 $273,000 366,907 4,426 359,816 4,427
Pharmadigm, Preferred 1993-
Inc.(a) (b) shares 2002 917,596 1,304,396 383,526 1,304,396 383,526
Pherin
Pharmaceuticals, Preferred
Inc.(a) shares 1991 -- -- -- 200,000 106,000
Physiometrix, Common 1996-
Inc. shares 2000 139,769 285,023 95,043 285,023 76,873
Resolution
Sciences
Corporation Preferred
(a) (b) shares 2000 -- -- -- 970,000 0
Resolution
Sciences
Corporation Convertible 2001-
(a) (b) note (2) 2002 -- -- -- 215,804 0
Sanarus Medical, Preferred
Inc.(a) (b) shares 1999 260,000 390,000 224,900 390,000 224,900
Valentis, Inc. Common 1994-
shares 2002 23,866 908,970 95,464 908,970 157,515
---------- --------- ---------- ----------
8,671,326 4,230,103 10,050,039 4,349,013
---------- --------- ---------- ----------
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
Microelectronics
- ----------------
8.2% and 7.1% at March 31, 2003, and December 31, 2002, respectively
- --------------------------------------------------------------------
Tessera, Inc.(a) Preferred
shares 1992 444,444 500,000 542,368 500,000 542,368
Tessera, Inc.(a) Common
shares 1997 48,502 56,500 157,632 56,500 157,632
---------- --------- ---------- ----------
556,500 700,000 556,500 700,000
---------- --------- ---------- ----------
Venture Capital Limited Partnership Investments
- -----------------------------------------------
2.4% and 2.1% at March 31, 2003, and December 31, 2002, respectively
- --------------------------------------------------------------------
Capital Valley Preferred
Ventures(a) shares 2002 50,794 48,254 14,476 48,254 14,476
Capital Valley
Ventures(a) LLC units 2002 50,794 2,540 762 2,540 762
CVM Equity Ltd.
Fund IV, Ltd(a) Partnership
interests various $150,000 76,436 38,218 76,436 38,218
El Dorado Ltd.
Ventures III, Partnership
L.P. (a) interests various $250,000 212,460 24,739 212,460 24,739
O,W&W Pacrim Ltd.
Investments Partnership
Limited (a) interests various $400 1,000 500 1,000 500
Spectrum Equity Ltd.
Investors, Partnership
L.P.(a) interests various $500,000 398,082 103,937 398,082 103,937
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
Trinity Ventures Ltd.
IV, L.P. (a) Partnership
interests various $175,006 47,814 23,907 47,814 23,907
---------- --------- ---------- ----------
786,586 206,539 786,586 206,539
---------- --------- ---------- ----------
Total equity investments 76.1% and 69.1% at
March 31, 2003, and December 31, 2002,
respectively 16,473,869 6,519,498 21,605,935 6,827,968
---------- --------- ---------- ----------
Notes Receivable, Net
- ---------------------
Avalon Vision Secured
Solutions, Inc. note, 16%,
due 2004 1999 $164,906 190,800 38,161 184,293 36,858
---------- --------- ---------- ----------
Total notes receivable 0.4% and 0.4% at
March 31, 2003, and December 31, 2002,
respectively 190,800 38,161 184,293 36,858
---------- --------- ---------- ----------
Total investments 76.5% and 69.5% at
March 31, 2003, and December 31, 2002,
respectively $16,664,669 $6,557,659 $21,790,228 $ 6,864,826
========== ========= ========== ==========
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 03/31/03 and 12/31/02.
(2) The Partnership has no income-producing equity investments except for convertible notes, which
include accrued interest. Interest rates on such notes range from 8.0 percent to 8.25 percent.
The accompanying notes are an integral part of these financial statements.
STATEMENTS OF OPERATIONS (unaudited)
- -----------------------------------
For the Three Months Ended March 31,
-----------------------------------
2003 2002
--------- ---------
Investment income:
Notes receivable interest $ 23,935 $ 24,032
Short-term interest income 2,547 31,028
--------- ---------
Total investment income 26,482 55,060
Investment expenses:
Management fees 24,848 47,962
Individual General Partners' compensation 10,000 9,033
Investment operations 216,461 236,625
Administrative and investor services 823,650 806,293
Professional fees 88,899 35,913
Computer services 27,650 45,760
Interest expense -- 11,071
--------- ---------
Total investment expenses 1,191,508 1,192,657
--------- ---------
Net investment loss (1,165,026) (1,137,597)
--------- ---------
Realized loss from investment
write-offs (5,149,494) --
Net realized gain from sales
of equity investments -- 617,479
Realized gain from venture capital
limited partnership investments -- 22,552
--------- ---------
Net realized (loss) income (5,149,494) 640,031
--------- ---------
Decrease (increase) in unrealized
depreciation:
Equity investments 4,823,596 (516,822)
Notes receivable (5,204) (3,299)
--------- ---------
Net decrease (increase) in unrealized
depreciation 4,818,392 (520,121)
--------- ---------
STATEMENTS OF OPERATIONS (unaudited) (continued)
- -----------------------------------------------
Other income 193,830 666,667
--------- ---------
Net decrease in partners'
capital resulting from operations $(1,302,298) $ (351,020)
========= =========
Net decrease in partners'
capital resulting from operations
per Unit $ (3.22) $ (0.87)
========= =========
See accompanying notes are an integral part of these financial statements.
STATEMENTS OF CASH FLOWS (unaudited)
- -----------------------------------
For the Three Months Ended March 31,
------------------------------------
2003 2002
--------- ---------
Net decrease in partners'
capital resulting from operations $(1,302,298) $ (351,020)
Adjustments to reconcile net
decrease in partners' capital
resulting from operations
to net cash used by operating
activities:
Net realized gain from sales
of equity investments -- (617,479)
Realized gain from venture capital
limited partnership investments -- (22,552)
Realized loss from investment
write-offs 5,149,494 --
Net (decrease) increase in unrealized
depreciation:
Equity investments (4,823,596) 516,822
Notes receivable 5,204 3,299
Increase in accrued interest on notes
receivable (23,935) (24,032)
Decrease (increase) in other
receivables 580,468 (666,667)
Decrease in prepaid expenses 19,695 --
Decrease in accounts payable
and accrued expenses (4,781) (50,981)
Increase (decrease) in due to related
parties 118,254 (30,162)
Other changes, net 192,405 252
--------- ---------
Net cash used by operating activities (89,090) (1,242,520)
--------- ---------
STATEMENTS OF CASH FLOWS (unaudited) (continued)
- -----------------------------------------------
Cash flows from investing activities:
Proceeds from sales of equity
investments -- 1,370,006
Purchase of equity investments -- (275,000)
Distributions from venture capital
limited partnership investments -- 20,000
--------- ---------
Net cash provided by investing
activities -- 1,115,006
--------- ---------
Cash flows from financing activities:
Repayment of short-term borrowings -- (1,200,000)
--------- ---------
Net cash used by financing activities -- (1,200,000)
--------- ---------
Net decrease in cash and
cash equivalents (89,090) (1,327,514)
Cash and cash equivalents at
beginning of year 1,749,984 7,222,914
--------- ---------
Cash and cash equivalents
at March 31 $ 1,660,894 $5,895,400
========= =========
See accompanying notes are an integral part of these financial statements.
NOTES TO FINANCIAL STATEMENTS (unaudited)
- ----------------------------------------
1. Interim Financial Statements
----------------------------
The accompanying unaudited financial statements included herein have been
prepared in accordance with the requirements of Form 10-Q and, therefore,
do not include all information and footnotes, which would be presented,
were such financial statements prepared in accordance with generally
accepted accounting principles in the United States of America. These
statements should be read in conjunction with the Annual Report on Form 10-
K for the year ended December 31, 2002. In the opinion of the Managing
General Partners, the accompanying interim financial statements reflect all
adjustments necessary for the fair presentation of the financial position,
results of operations, and cash flows for the interim periods presented.
Allocation of income and loss to Limited and General Partners is based on
cumulative income and loss. Adjustments, if any, are reflected in the
current quarter balances. The results of operations for such interim
periods are not necessarily indicative of results of operations to be
expected for the full year.
2. Uncertain Future of the Partnership
-----------------------------------
The uncertainties arising from the timing of future liquidation events
raise doubt about the Partnership's ability to continue as a going concern.
The accompanying interim financial statements do not include any
adjustments that might result from the outcome of these uncertainties. The
Partnership has been advised by its certified independent public
accountants that should the uncertainties surrounding the Partnership's
future operations remain unresolved at year-end, their report on those
financial statements will be modified for that contingency.
3. Provision for Income Taxes
--------------------------
No provision for income taxes has been made by the Partnership, as the
Partnership is not directly subject to taxation. The partners are to
report their respective shares of Partnership income or loss on their
individual tax returns.
The accompanying financial statements are prepared using accounting
principles generally accepted in the United States of America, which may
not equate to tax accounting. The cost of investments on a tax basis at
March 31, 2003, and December 31, 2002, was $17,319,778 and $22,445,400,
respectively. At March 31, 2003, and December 31, 2002, gross unrealized
depreciation on investments based on cost for federal income tax purposes
was as follows:
March 31, December 31,
2003 2002
----------- -----------
Unrealized appreciation $ 695,553 $ 708,843
Unrealized depreciation (11,457,674) (16,289,355)
---------- ----------
Net unrealized depreciation $(10,162,121) $(15,580,512)
========== ==========
4. Related Party Transactions
--------------------------
Related party costs are included in investment expenses shown on the
Statements of Operations. Related party costs for the three months ended
March 31, 2003 and 2002, were as follows:
2003 2002
-------- --------
Management fees $ 24,848 $ 47,962
Reimbursable operating expenses 1,004,619 1,010,892
Individual General Partners' compensation 10,000 9,033
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. Certain reimbursable expenses have been accrued
based upon interim estimates prepared by the Managing General Partners and
are adjusted to actual cost periodically. There were $267,367 and $9,866
due to related parties at March 31, 2003, and December 31, 2002,
respectively, for such reimbursable expenses. At March 31, 2003, there was
$127,834 due from affiliated partnerships for legal expenses associated
with the Kanematsu legal proceedings. See Note 8. This amount was netted
against due to related parties.
Management fees due to the Managing General Partners were $2,034 and
$11,413 at March 31, 2003, and December 31, 2002, respectively, and were
included in due to related parties.
Officers of the Managing General Partners occasionally receive stock
options as compensation for serving on the Boards of Directors of portfolio
companies. It is the Managing General Partners' policy that all such
compensation be transferred to the investing partnerships. If the options
are non-transferable, they are not recorded as an asset of the Partnership.
Any profit from the exercise of such options will be transferred if and
when the options are exercised and the underlying stock is sold by the
officers. Any such profit is allocated amongst the Partnership and
affiliated partnerships based upon their proportionate investments in the
portfolio company. At March 31, 2003, the Partnership and affiliated
partnerships had an indirect interest in non-transferable Endocare, Inc.,
Sanarus Medical, Inc. and Physiometrix, Inc. options with a fair value of
$6,463.
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, will be paid to those individuals who are still full-time
employees of the Managing General Partners in April 2007. The expense for
the bonus is recognized ratably over the beneficial period, October 2002 to
April 2007. As of March 31, 2003, the Partnership has recognized expense
of $34,159. 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.
5. Equity Investments
------------------
All investments are valued at fair value as determined in good faith by the
Managing General Partners.
Marketable Equity Securities
- ----------------------------
At March 31, 2003, and December 31, 2002, marketable equity securities had
aggregate costs of $1,844,774, and aggregate market values of $291,182 and
$369,111, respectively. The net unrealized losses at March 31, 2003, and
December 31, 2002, included gross gains of $5,477 and $22,809,
respectively.
Restricted Securities
- ---------------------
At March 31, 2003, and December 31, 2002, restricted securities had
aggregate costs of $14,629,095 and $19,761,161, respectively, and aggregate
fair values of $6,228,316 and $6,458,857, respectively, representing 71.2
percent and 66.3 percent, respectively, of the net assets of the
Partnership.
Significant purchases, sales and write-offs of equity investments during
the quarter ended March 31, 2003, are as follows:
Pherin Pharmaceuticals, Inc.
- ---------------------------
The Partnership wrote off its entire investment of $200,000 as of March 31,
2003, after Pherin Pharmaceuticals, Inc. ceased domestic operations. The
Partnership is not expecting any return on its investment.
Prolinx, Inc.
- -------------
In March 2003, the Partnership wrote off its entire investment of
$3,761,101 in Prolinx, Inc. The company filed for Chapter 7 bankruptcy on
March 27, 2003. There is no anticipated recovery for the shareholders.
Resolution Sciences Corporation
- -------------------------------
During the quarter ended March 31, 2003, Resolution Sciences Corporation
filed for Chapter 7 bankruptcy and the investors will not realize any
recovery. Consequently, the Partnership wrote off its entire investment of
$1,185,804 as of March 31, 2003.
Other Equity Investments
- ------------------------
Other significant changes reflected in the Statements of Investments relate
to market value fluctuations for publicly traded portfolio companies or
changes in the fair value of private companies as determined in accordance
with the policy described in Note 1 to the financial statements included in
the Partnership's December 31, 2002, Form 10-K.
Subsequent Events
- -----------------
The Partnership funded a convertible secured loan of $536,967 to Acusphere,
Inc. in April 2003. This amount was included in unfunded equity
commitments at March 31, 2003. See Note 8.
6. Notes Receivable
----------------
Activity from January 1 through March 31 consisted of:
2003 2002
-------- --------
Balance at January 1 $ 36,858 $ 86,920
Change in interest receivable 6,507 6,596
Net increase in unrealized depreciation
of notes receivable (5,204) (3,299)
------- -------
Balance at March 31 $ 38,161 $ 90,217
======= =======
The interest rate on the note receivable at March 31, 2003, was 16 percent.
The note is due in 2004.
7. Cash and Cash Equivalents
-------------------------
Cash and cash equivalents at March 31, 2003, and December 31, 2002,
consisted of:
2003 2002
-------- --------
Demand accounts $ 73,120 $ 814,726
Money market accounts 1,587,774 935,258
--------- ----------
Total $1,660,894 $ 1,749,984
========= ==========
8. Commitments and Contingencies
-----------------------------
From time to time, 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. As they do not represent current outstanding
balances, these unfunded commitments are not recognized in the financial
statements. At March 31, 2003, the Partnership had unfunded equity
commitments of $922,286. The Partnership also has 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 regarding the legal fees arose. The Partnership
received $774,298 on February 13, 2003, which represented its proportionate
share of the settlement, less disputed legal fees, plus accrued interest.
The Partnership recognized the additional revenue and receivable of
$107,631 at December 31, 2002. In March 2003, the law firm remitted
$193,830, the remaining amount of the award, to the Partnership. The fee
dispute has not been resolved. Pursuant to the orginal agreement between
the Partnership, the affiliated partnerships and the co-investor, the
affiliated partnerships are obligated to reimburse the Partnership for
their share of the total legal expenses incurred. This receivable of
$127,834 is netted against due to related parties.
From time to time, the Partnership is subject to routine litigation
incidental to the business of the Partnership. Although there can be no
assurances as to the ultimate disposition of these matters and the
proceeding disclosed above, it is the opinion of the Managing General
Partners, based upon the information available at this time, that the
expected outcome of these matters, individually or in the aggregate, will
not have a material adverse effect on the results of operations and
financial condition of the Partnership.
9. Financial Highlights
--------------------
For The Three Months Ended March 31,
-----------------------------------
2003 2002
------ ------
(all amounts on a per Unit basis)
Net asset value,
beginning of period $16.04 $35.93
(Loss) income from investment
operations:
Net investment loss (2.40) (2.82)
Net realized and unrealized
(loss) gain on investments (0.82) 1.95
----- -----
Total from investment
operations (3.22) (0.87)
----- -----
Net asset value, end of period $12.82 $35.06
===== =====
Total Return (20.09)% (2.42)%
Ratios to average net assets:
Net investment loss (16.66)% (7.93)%
Expenses 20.64% 20.96%
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 March 31, 2003 and 2002, the General Partners had a negative
capital balance of $3,444,263 and $3,356,190, respectively. 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.
Item 2. 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
included in the Partnership's December 31, 2002, Form 10-K. 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.
The Partnership continues to experience decreases in partners' capital
resulting from overall market declines and from operations. For the three
months ended March 31, 2003, the Partnership incurred a net decrease in
partners' capital of $1,302,298. In addition, the Partnership's liquid
assets, including unrestricted marketable equity investments, are not
adequate to fund ongoing operations of the Partnership for 2003. These
factors, among others, raise doubt about the Partnership's ability to
continue as a going concern. As a result, the Independent General Partners
have tasked the Managing General Partners with examining a number of
different options. The accompanying financial statements do not include
any adjustments that might result from the outcome of these uncertainties.
During the three months ended March 31, 2003, net cash used by operating
activities totaled $89,090. The Partnership paid management fees of
$34,227 to the Managing General Partners and reimbursed related parties for
other investment expenses of $664,886. In addition, $10,000 was paid to
the Individual General Partners as compensation for their services. The
Partnership paid other investment expenses of $156,822. The Partnership
received interest income of $2,547 and other income of $774,298.
During the three months ended March 31, 2003, there were no equity
investments funded. At March 31, 2003, the Partnership had commitments to
fund additional investments totaling $922,286.
Cash and cash equivalents at March 31, 2003, were $1,660,894. 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
- ---------------------
Current quarter compared to corresponding quarter in the preceding year
- -----------------------------------------------------------------------
Net decrease in partners' capital resulting from operations was $1,302,298
for the three months ended March 31, 2003, compared to a net decrease in
partners' capital resulting from operations of $351,020 for the same period
in 2002.
During the quarter ended March 31, 2003, the Partnership wrote off its
investments in Pherin Pharmaceuticals, Inc., Prolinx, Inc. and Resolution
Sciences Corporation. These totaled $200,000, $3,761,101 and $1,188,393,
respectively. During the same period in 2002, there were no write-offs.
Net unrealized depreciation on equity investments was $9,954,371 and
$14,777,967 at March 31, 2003, and December 31, 2002, respectively. During
the quarter ended March 31, 2003, the Partnership recorded a decrease in
net unrealized depreciation on equity investments of $4,823,596 compared to
an increase in unrealized depreciation of $516,822 during 2002. The
decrease in depreciation in 2003 was primarily attributable to the write-
off of the Partnership's investments in Pherin Pharmaceuticals, Inc.,
Prolinx, Inc. and Resolution Sciences Corporation. The change in 2002 was
primarily attributable to a net decrease in the fair value of portfolio
companies in the medical industry and the sale of shares in Matrix
Pharmaceutical, Inc.
Other income of $193,830 and $666,667 was recognized during the quarter
ended March 31, 2003 and 2002, respectively. This was the result of a
settlement between Kanematsu Corporation, a creditor of one of the
Partnership's portfolio companies, and the Partnership. See Note 8.
For the quarter ended March 31, 2002, net realized gain from equity
investment sales of $617,479 was primarily related to the sale of Matrix
Pharmaceutical, Inc. During the same period in 2003, there was no realized
gain.
Total investment expenses were $1,191,508 for the quarter ended March 31,
2003, compared to $1,192,657 for the same period in 2002. Increased
professional fees related to the Kanematsu legal proceeding was offset by
decreased management fees and computer service costs.
Net unrealized depreciation on notes receivable was $152,639 and $147,435
at March 31, 2003, and December 31, 2002, respectively. During the quarter
ended March 31, 2003, there was an increase in unrealized depreciation of
notes receivable of $5,204. During the same period in 2002, the
Partnership recorded an increase in unrealized depreciation of $3,299.
During the quarter ended March 31, 2002, the Partnership recorded net
realized gains from venture capital limited partnership investments of
$22,552. During the same period in 2003, there were no gains.
Given the inherent risk associated with the business of the Partnership,
the future performance of the portfolio company investments may
significantly impact future operations.
Item 3. Procedures and Controls
The undersigned is responsible for establishing and maintaining disclosure
controls and procedures for Technology Funding Partners V, 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, L.P.'s disclosure controls and procedures
are effective to ensure that information required to be disclosed by
Technology Funding Partners V, L.P. in this report is accumulated and
communicated to Technology Funding Partners V, L.P.'s management, including
its principal executive officers as appropriate, to allow timely decisions
regarding required disclosure.
The certifying officer also has indicated that there were no significant
changes in Technology Funding Partners III, L.P.'s internal controls or
other factors that could significantly affect such controls subsequent to
the date of their evaluation other than changes needed to maintain adequate
separation of duties and responsibilities of personnel in the ordinary
course of business, and there were no corrective actions with regard to
significant deficiencies and material weaknesses.
CERTIFICATION
-------------
I, Charles R. Kokesh, President, Chief Executive Officer, Chief Financial
Officer and Chairman of Technology Funding Inc. and Managing General
Partner of Technology Funding Limited, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Technology Funding
Partners V, L.P.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and I have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant is made known to me by others within
the entity, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and
c) presented in this quarterly report my conclusions about the
effectiveness of the disclosure controls and procedures based on my
evaluation as of the Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the
registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of my most
recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: May 15, 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 Limited
II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) A report on Form 8-K was filed by the Partnership during the
quarter ended March 31, 2003. Pursuant to Article 6 of the Partnership
Agreement for Technology Funding Partners V, An Aggressive Growth
Fund, L.P., the Partnership Agreement had been amended. The corrected
Amended and Restated Limited Partnership Agreement is included in the
8-K filed on January 8, 2003.
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be
signed on its behalf by the undersigned, thereunto duly authorized.
TECHNOLOGY FUNDING VENTURE PARTNERS V,
AN AGGRESSIVE GROWTH FUND, L.P.
By: TECHNOLOGY FUNDING INC.
TECHNOLOGY FUNDING LTD.
Managing General Partners
Date: May 15, 2003 By: /s/Charles R. Kokesh
---------------------
Charles R. Kokesh
President, Chief Executive Officer,
Chief Financial Officer and
Chairman of Technology Funding Inc.
and Managing General Partner of
Technology Funding Ltd.
CERTIFICATION
-------------
In connection with the Technology Funding Partners V, L.P. (the
Partnership) Quarterly Report on Form 10-Q for the period ending March 31,
2003, as filed with the Securities and Exchange Commission (the Report), I
Charles, R. Kokesh, President, Chief Executive Officer, Chief Financial
Officer and Chairman of Technology Funding Inc. and Managing General
Partner of Technology Funding Limited, certify, pursuant to 18 U.S.C.
Section 1350, as added Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 15(d) of
the Securities Exchange Act of 1934; and
2. To my knowledge, the information contained in the Report fairly
presents, in all material respects, the financial condition and
results of operations of the Partnership as of and for the period
covered by the Report.
Date: May 15, 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 Limited