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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 September 30, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from N/A to N/A
--- ---
Commission File No. 814-82
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)
September 30, December 31,
2003 2002
------------- ------------
ASSETS
Equity investments (cost of
$16,438,299 and $21,605,935 at
September 30, 2003, and December 31,
2002, respectively) $13,062,860 $ 6,827,968
Notes receivable, net (cost of
$296,460 and $184,293 at September 30,
2003, and December 31, 2002,
respectively) 79,364 36,858
---------- ----------
Total investments 13,142,224 6,864,826
Cash and cash equivalents 22,697 1,749,984
Prepaid expenses 298,011 357,106
Other receivable 3,938 774,298
Other assets -- 194,690
---------- ----------
Total assets $13,466,870 $ 9,940,904
========== ==========
BALANCE SHEETS (unaudited) (continued)
- -------------------------------------
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 31,893 $ 44,870
Due to related parties 110,770 21,279
Other liabilities 1,240 --
---------- ----------
Total liabilities 143,903 66,149
Commitments and contingencies
(See Note 8)
Partners' capital:
Limited Partners
(400,000 Units outstanding) 16,719,725 13,305,996
General Partners (3,396,758) (3,431,241)
---------- ----------
Total partners' capital 13,322,967 9,874,755
---------- ----------
Total liabilities and partners' capital $13,466,870 $ 9,940,904
========== ==========
See accompanying notes are an integral part of these financial statements.
STATEMENTS OF INVESTMENTS
- -------------------------
Principal
Amount or September 30, 2003 December 31, 2002
Industry Shares at ----------------- -----------------
(1) Investment September 30, Cost Fair Cost Fair
Company Position Date 2003 Basis Value Basis Value
- ---------- -------- ---------- ----------- ----- ----- ----- -----
Equity Investments
- ------------------
Biomedical
- ----------
0.5% and 0.4% at September 30, 2003, and December 31, 2002, respectively
- ------------------------------------------------------------------------
Celera Genomics Group
(formerly Axys
Pharmaceuticals, Common
Inc.) shares 2000 4,065 $ 141,000 $ 47,520 $ 141,000 $ 38,821
---------- ---------- ---------- ---------
141,000 47,520 141,000 38,821
---------- ---------- ---------- ---------
Biotechnology
- -------------
1.2% and 2.4% at September 30, 2003, and December 31, 2002, respectively
- ------------------------------------------------------------------------
CellzDirect, Inc. Preferred
(a) (b) shares 2002 970,761 375,000 150,000 375,001 75,000
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
Hemoxymed, Inc.
(formerly
Molecular
Geriatrics Common
Corporation)(a) shares 1993 31,057 250,000 6,988 250,000 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
---------- ---------- ---------- ---------
625,000 156,988 4,386,102 240,087
---------- ---------- ---------- ---------
Communications
- --------------
1.9% and 1.6% at September 30, 2003, and December 31, 2002, respectively
- ------------------------------------------------------------------------
iVillage Common 1996-
Inc. shares 2000 83,111 301,403 184,507 301,403 78,124
WorldRes.com, Common 1997-
Inc. (a) (b) shares 2001 222,063 1,059,651 66,619 1,059,652 66,619
WorldRes.com, Convertible
Inc. (a) (b) note (2) 2002 $136,000 0 0 144,965 14,497
---------- ---------- ---------- ---------
1,361,054 251,126 1,506,020 159,240
---------- ---------- ---------- ---------
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
Environmental
- -------------
0.0% and 0.0% at September 30, 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
---------- ---------- ---------- ---------
37,365 0 37,366 0
---------- ---------- ---------- ---------
High Tech/Financial
- -------------------
2.1% and 2.8% at September 30, 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
- ------------------------------
4.8% and 6.5% at September 30, 2003, and December 31, 2002, respectively
- ------------------------------------------------------------------------
Innergy Power
Corporation Preferred 1995-
(a) (b) shares 2002 890,006 2,727,035 522,574 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 0 3,000 0
Innergy Power
Corporation Convertible
(a) (b) note (2) 2001 $246,032 246,031 123,017 250,952 125,476
---------- ---------- ---------- ---------
2,977,267 645,591 2,965,662 638,292
---------- ---------- ---------- ---------
Information Technology
- ----------------------
1.7% and 2.2% at September 30, 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 1,542 1,660 1,001
---------- ---------- ---------- ---------
551,660 221,542 551,660 221,001
---------- ---------- ---------- ---------
Medical
- -------
37.5% and 44.0% at September 30, 2003, and December 31, 2002, respectively
- --------------------------------------------------------------------------
Acusphere, Inc. Preferred 1995-
(a) shares 2002 -- -- -- 1,014,615 78,444
Acusphere, Inc. Convertible
(a) notes 2003 -- -- -- -- --
Acusphere, Inc. Common 1995-
(a) shares 2002 181,683 1,725,613 1,780,493 - -
Atherotech, Preferred 2000-
Inc. (a) (b) shares 2002 1,055,372 2,724,822 1,882,784 2,724,822 2,824,175
CareCentric.
Solutions, Common
Inc. shares 1999 25,810 206,718 20,671 206,718 16,777
Endocare, Inc. Common 1996-
(b) shares 1999 49,764 163,874 103,261 163,874 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
Impres Medical, Convertible
Inc. notes 2003 $315,344 317,445 190,414 0 0
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
Periodontix, Preferred 1993-
Inc.(a) shares 1999 -- -- -- 556,001 0
Periodontix, Common share
Inc.(a) warrants
at $2.25;
expiring 1999-
2004-2006 2000 -- -- -- 0 0
Periodontix, Convertible 1999-
Inc.(a) notes (2) 2000 -- -- -- 359,816 4,427
Pharmadigm, Preferred 1993-
Inc.(a) (b) shares 2002 917,596 1,304,396 47,941 1,304,396 383,526
Pherin
Pharmaceuticals, Preferred
Inc.(a) shares 1991 -- -- -- 200,000 106,000
Physiometrix, Common 1996-
Inc. shares 2000 139,769 285,023 349,423 285,023 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 89,960 390,000 224,900
Valentis, Inc. Common 1994-
shares 2002 23,866 908,970 76,610 908,970 157,515
---------- ---------- ---------- ---------
8,776,861 4,991,557 10,050,039 4,349,013
---------- ---------- ---------- ---------
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
Microelectronics
- ----------------
47.8% and 7.1% at September 30, 2003, and December 31, 2002, respectively
- -------------------------------------------------------------------------
Tessera
Technologies,
Inc. (formerly
Tessera, Inc.) Preferred
(3) (a) shares 1992 -- -- -- 500,000 542,368
Tessera
Technologies,
Inc. (formerly
Tessera, Inc. Common
(3) (a) shares 1997 -- -- -- 56,500 157,632
Tessera
Technologies,
Inc. (formerly
Tessera, Inc. Common
(3) (a) shares 2003 566,886 556,500 6,369,191 -- --
---------- ---------- ---------- ---------
556,500 6,369,191 556,500 700,000
---------- ---------- ---------- ---------
Venture Capital Limited Partnership Investments
- -----------------------------------------------
0.8% and 2.1% at September 30, 2003, and December 31, 2002, respectively
- ------------------------------------------------------------------------
Capital Valley Preferred
Ventures (a) shares 2002 50,794 48,254 19,302 48,254 14,476
Capital Valley
Ventures (a) LLC units 2002 50,794 2,540 1,016 2,540 762
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
CVM Equity Ltd.
Fund IV, Ltd Partnership
(a) 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 11,998 212,460 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 9,429 398,082 103,937
Trinity Ventures Ltd.
IV, L.P. (a) Partnership
interests various $175,006 47,814 23,907 47,814 23,907
---------- ---------- ---------- ---------
786,586 104,370 786,586 206,539
---------- ---------- ---------- ---------
Total equity investments 98.5% and 69.1% at
September 30, 2003, and December 31, 2002,
respectively 16,438,293 13,062,860 21,605,935 6,827,968
---------- ---------- ---------- ---------
Notes Receivable, Net
- ---------------------
Avalon Vision Secured
Solutions, Inc. note, 16%,
due 2004 1999 $164,906 196,103 39,221 184,293 36,858
Capital Valley Secured
Ventures (a) note, 4.28%
due 2013 2003 $100,000 100,357 40,143 0 0
---------- ---------- ---------- ---------
296,460 79,364 184,293 36,858
---------- ---------- ---------- ---------
Total notes receivable 0.6% and 0.4% at
September 30, 2003, and December 31, 2002,
respectively 296,460 79,364 184,293 36,858
---------- ---------- ---------- ---------
Total investments 99.1% and 69.5% at
September 30, 2003, and December 31, 2002,
respectively $16,734,753 $13,142,224 $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 09/30/03 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.
(3) The Partnership filed dissenters' rights for Tessera, Inc., in June, 2003. The fair
value was reclassified as a receivable at June 30, 2003. The Partnership dropped its
claim prior to Tessera, Inc.'s initial public offering in November 2003, and the
investment was reclassified as an equity investment at September 30, 2003. See Note 4.
The accompanying notes are an integral part of these financial statements.
STATEMENTS OF OPERATIONS (unaudited)
- -----------------------------------
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
------------------------ ----------------------
2003 2002 2003 2002
-------- -------- -------- --------
Investment income:
Notes receivable interest $ 41,036 $ 24,170 $ 98,475 $ 72,492
Short-term interest income 369 11,565 5,386 58,568
-------- --------- --------- ---------
Total investment income 41,405 35,735 103,861 131,060
Investment expenses:
Management fees 24,233 37,999 70,961 133,924
Individual General Partners' compensation 10,000 3,500 30,003 17,500
Investment operations 79,239 63,071 372,366 367,814
Administrative and investor services 321,435 263,033 1,539,891 1,663,171
Professional fees 34,964 17,104 164,051 94,142
Computer services 21,054 28,981 80,559 117,956
Interest expense -- -- -- 13,035
--------- --------- ---------- ---------
Total investment expenses 490,925 413,688 2,257,831 2,407,542
--------- --------- ---------- ---------
Net investment loss (449,520) (377,953) (2,153,970) (2,276,482)
--------- --------- ---------- ---------
STATEMENTS OF OPERATIONS (unaudited)(continued)
- ----------------------------------------------
Realized loss from investment
write-offs (3,294,136) (5,446,528) (6,089,821) (5,446,528)
Net realized (loss) gain from sales
of equity investments -- -- -- 616,293
Realized gain from venture capital
limited partnership investments 1,986 494 115,249 27,832
--------- --------- ---------- ---------
Net realized loss (3,292,150) (5,446,034) (5,974,572) (4,802,403)
--------- --------- ---------- ---------
Decrease (increase) in unrealized
depreciation:
Equity investments 7,572,562 (966,151) 11,402,534 (3,035,912)
Notes receivable (65,534) 5,443,203 (69,661) 5,441,172
--------- --------- ---------- ---------
Net decrease (increase) in
unrealized depreciation 7,507,028 4,477,052 11,332,873 2,405,260
--------- --------- ---------- ---------
Other income 50,050 -- 243,880 666,667
--------- --------- ---------- ---------
Net increase (decrease) in partners'
capital resulting from operations $ 3,815,409 $(1,346,935) $ 3,448,211 $(4,006,958)
========= ========= ========== =========
Net increase (decrease) in partners'
capital resulting from operations
per Unit $ 9.44 $ (3.34) $ 8.53 $ (9.92)
========= ========= ========== =========
See accompanying notes are an integral part of these financial statements.
STATEMENTS OF CASH FLOWS (unaudited)
- -----------------------------------
For the Nine Months
Ended September 30,
---------------------------------
2003 2002
--------- ---------
Net decrease in partners'
capital resulting from operations $ 3,448,211 $(4,006,958)
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 -- (616,293)
Realized gain from venture capital
limited partnership investments (115,249) (27,338)
Realized loss from investment
write-offs 6,089,821 5,446,528
Net (decrease) increase in unrealized
depreciation:
Equity investments (11,402,534) 3,035,912
Notes receivable 69,661 (5,441,172)
Increase in accrued interest on notes
receivable (53,593) (63,349)
Decrease (increase) in other
receivables 770,360 (666,667)
Decrease in prepaid expenses 59,095 --
Decrease in accounts payable
and accrued expenses (12,976 (68,080)
Increase (decrease) in due to related
parties 89,492 (60,156)
Other changes, net 195,930 (23,465)
---------- ---------
Net cash used by operating activities (861,784) (2,491,038)
---------- ---------
STATEMENTS OF CASH FLOWS (unaudited) (continued)
- -----------------------------------------------
Cash flows from investing activities:
Proceeds from sales of equity
investments -- 1,370,006
Issue of secured notes receivable (100,000) --
Purchase of equity investments (1,016,753) (2,064,161)
Repayments of notes receivable 136,000 --
Distributions from venture capital
limited partnership investments 115,249 23,620
--------- ---------
Net cash used by investing
activities (865,504) (670,535)
--------- ---------
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 (1,727,287) (4,362,067)
Cash and cash equivalents at
beginning of year 1,749,984 7,222,914
--------- ---------
Cash and cash equivalents
at September 30 $ 22,697 $2,860,847
========= =========
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. 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
September 30, 2003, and December 31, 2002, was $17,534,489 and $22,445,400,
respectively. At September 30, 2003, and December 31, 2002, gross unrealized
depreciation on investments based on cost for federal income tax purposes was
as follows:
September 30, December 31,
2003 2002
------------ -----------
Unrealized appreciation $ 6,053,979 $ 708,843
Unrealized depreciation (10,279,574) (16,289,355)
---------- ----------
Net unrealized depreciation $ (4,225,595) $(15,580,512)
========== ==========
3. Related Party Transactions
--------------------------
Related party costs are included in investment expenses shown on the
Statements of Operations. Related party costs for the nine months ended
September 30, 2003 and 2002, were as follows:
2003 2002
-------- --------
Management fees $ 70,961 $ 133,924
Operating expenses reimbursed to related parties 30,003 1,912,139
Individual General Partners' compensation 1,903,645 17,500
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 $94,669 and $9,866 due to related
parties at September 30, 2003, and December 31, 2002, respectively, for such
reimbursable expenses.
Management fees due to the Managing General Partners were $16,102 and $11,413
at September 30, 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 September 30, 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 $5,543.
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 September 30, 2003,
the Partnership had recognized expense of $59,085. Upon the resignation of
personnel, no adjustment to the retention bonus amount previously paid by the
Partnership to the Managing General Partners shall occur until a replacement
person is hired.
4. Equity Investments
------------------
All investments are valued at fair value as determined in good faith by the
Managing General Partners.
Marketable Equity Securities
- ----------------------------
At September 30, 2003, and December 31, 2002, marketable equity securities
had aggregate costs of $1,844,774 and aggregate market values of $677,152 and
$369,111, respectively. The net unrealized losses at September 30, 2003, and
December 31, 2002, included gross gains of $93,673 and $22,809, respectively.
Restricted Securities
- ---------------------
At September 30, 2003, and December 31, 2002, restricted securities had
aggregate costs of $14,781,412 and $19,761,161, respectively, and aggregate
fair values of $5,001,039 and $6,458,857, respectively, representing 47.0
percent and 66.3 percent, respectively, of the net assets of the Partnership.
Significant purchases, sales and write-offs of equity investments during the
nine months ended September 30, 2003, were as follows:
Acusphere, Inc.
- --------------
The Partnership funded convertible secured notes of $537,267 and $144,622 to
Acusphere, Inc. in April and June, 2003. Both notes carry a rate of 10
percent and will mature in April and June, 2004, respectively. See Note 5
for additional information on Acusphere.
Capital Valley Ventures
- -----------------------
In September 2003, the Partnership issued a secured non-recourse promissory
note for $100,000 to the company with an interest rate of 4.25 percent. The
note and accrued interest are due in September 2013. A $50,000 equity
investment made in March 2002 was converted to debt and represents half of
this note.
CareCentric Solutions, Inc.
- ---------------------------
On September 4, 2003, the company held a Special Meeting at which
shareholders approved a merger with an investor group that had the effect of
taking CareCentric private. The company has ceased reporting as a public
company and its shares no longer trade on any exchange. The Statement of
Investments for September 30, 2003, reflects the company's change in status.
Impres Medical, Inc.
- --------------------
In August 2003, the Partnership issued a convertible note for $315,344 to the
company with an interest rate of 8 percent.
Innergy Power Corporation
- -------------------------
In August 2003, the Partnership received 9,760 Series C Preferred shares in
lieu of $19,520 in accrued interest on a $244,000 promissory note due on
December 31, 2003.
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.
Tessera Technologies, Inc.(formerly Tessera, Inc.)
- --------------------------------------------------
In January 2003, Tessera, Inc., closed a corporate reorganization under which
Tessera, Inc., became a wholly owned subsidiary of Tessera Technologies, Inc.
The reorganization was intended to position the company for an initial public
offering. The dissenters' rights provision of the California General
Corporation Law allows any shareholder who does not wish to accept the
consideration offered through a merger to have the "fair market value" of the
investment determined by a state court. The Partnership filed a complaint
claiming dissenters' rights against Tessera in May 2003. At June 30, 2003,
the Partnership recorded a receivable of $2,910,308 representing the fair
value of the dissenters' rights and the associated realized gain of
$2,353,809. On September 4, 2003, Tessera Technologies, Inc. filed a
registration statement with the SEC for a public offering. On September 25,
2003, the Partnership dropped its dissenters' claim after Tessera agreed to
allow the Partnership to participate in the offering on the same terms as its
other shareholders. As a result, the Partnership's holdings reverted back to
shares. Accordingly, the receivable recorded at June 30, 2003, was
reclassified as an equity investment, and the realized gain was reversed.
See Note 5 for additional information.
WorldRes.com, Inc.
- ------------------
During the third quarter of 2003, WorldRes.com, Inc. repaid a convertible
note issued by the Partnership. The Partnership received $150,867, including
accrued interest on the note.
Other Equity Investments
- ------------------------
Other significant changes reflected in the Statements of Investments relate
to market value fluctuations for publicly traded portfolio companies or
changes in the fair value of private companies as determined in accordance
with the policy described in Note 1 to the financial statements included in
the Partnership's December 31, 2002, Form 10-K.
5. Subsequent Events
-----------------
On October 8, 2003, subsequent to the end of the third quarter, Acusphere,
Inc., a private company in the biotechnology industry, conducted an initial
public offering. Prior to the offering, Acusphere shares were subject to a
reverse split, which converted the Partnership's 556,337 Preferred shares
into 181,683 common shares. The offering priced at $14 per share. The
Partnership's Acusphere shares are subject to a 180-day lock-up period. The
reverse stock split is reflected in the Statement of Investments as of
September 30, 2003.
On November 13, 2003, subsequent to the end of the third quarter, Tessera
Technologies, Inc., a private company in the microelectronics industry,
conducted an initial public offering. Prior to the offering, the Partnership
dropped its claim of dissenters' rights after Tessera agreed to sell at least
456,960 of the Partnership's shares in the offering. The offering priced at
$13 per share. The Statement of Investments as of September 30, 2003,
reflects the opening price of Tessera Technologies shares.
6. Notes Receivable
----------------
Activity from January 1 through September 30 consisted of:
2003 2002
-------- --------
Balance at January 1 $ 36,858 $ 86,920
Change in accrued interest receivable 12,167 10,712
Write-off of notes receivable and accrued
interest -- (5,446,528)
Net increase in unrealized depreciation
of notes receivable (69,661) 5,441,172
------ ---------
Balance at September 30 $(20,636) $ 92,276
====== =========
The interest rate on the note receivable at September 30, 2003, was 16
percent. The note is due in 2004.
7. Cash and Cash Equivalents
-------------------------
Cash and cash equivalents at September 30, 2003, and December 31, 2002,
consisted of:
2003 2002
-------- --------
Demand accounts $ (6,244) $ 814,726
Money market accounts 28,941 935,258
------- ---------
Total $ 22,697 $1,749,984
======= =========
8. Other Receivables
-----------------
At June 30, 2003, other receivables included an advance made to Dakota
Holdings, LLC (DHL) (formerly Dakota Heritage, LLC). On behalf of DHL, the
Partnership had advanced $16,241 to Dakota Arms, Inc. (DAI), a wholly owned
subsidiary of DHL. Originally, the Partnership, an affiliated partnership
and an outside party planned to invest $50,000, $700,000 and $500,000,
respectively, in DHL. Another affiliated partnership bought the
Partnership's receivable in August 2003 and repaid the advance.
9. 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
September 30, 2003, the Partnership had unfunded equity commitments of $0.
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.
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.
10. Financial Highlights
--------------------
For The Nine Months
Ended September 30,
-------------------
2003 2002
------ ------
(all amounts on a per Unit basis)
Net asset value, beginning of period $16.28 $35.75
(Loss) income from investment operations:
Net investment loss (5.33) (3.98)
Net realized and unrealized gain (loss) on investments 13.87 (5.94)
----- -----
Total from investment operations 8.53 (9.92)
----- -----
Net asset value, end of period $24.82 $25.83
===== =====
Total return 52.42% (27.74)%
Ratios to average net assets:
Net investment loss (25.94)% (12.94)%
Expenses 27.47% 19.55%
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 September
30, 2003 and 2002, the General Partners had a negative capital balance of
$3,396,757 and $3,392,749, 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.
During the nine months ended September 30, 2003, net cash used by operating
activities totaled $861,784. The Partnership paid management fees of $55,609
to the Managing General Partners and reimbursed related parties for other
investment expenses of $1,574,480. In addition, $30,003 was paid to the
Individual General Partners as compensation for their services. The
Partnership paid other investment expenses of $266,199. The Partnership
received interest income of $50,268 and other income of $1,014,240.
During the nine months ended September 30, 2003, there were no equity
investments funded. At September 30, 2003, the Partnership had no
commitments to fund additional investments.
Cash and cash equivalents at September 30, 2003, were $22,697. 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 increase in partners' capital resulting from operations was $3,815,409
for the three months ended September 30, 2003, compared to a net decrease in
partners' capital resulting from operations of $1,346,935 for the same period
in 2002.
Realized loss from investment write-offs totaled $3,294,136 and $5,446,528
for the quarters ended September 30, 2003 and September 30, 2002,
respectively. The 2003 write-off relates to a company in the medical
industry. The 2002 write-off related to notes and interest receivable from
Sutmyn Storage Corporation. It had been determined by the Managing General
Partners that there would be no recovery on the notes after Sutmyn Storage
Corporation ceased operations; therefore, the cost of these notes was written
off.
During the quarter ended June 30, 2003, the Partnership recorded a gain of
$2,353,809 as a result of filing dissenters' rights. On September 25, 2003,
the Partnership dropped its dissenters' claim after Tessera Technologies,
Inc. agreed to allow the Partnership to participate in its public offering on
the same terms as its other shareholders. (See Notes 4 and 5). As a result
of the dismissal of the dissenters' rights claim, the Partnership reversed
the gain of $2,353,809 and reclassified the receivable associated with the
claim to an equity investment for the quarter ended September 30, 2003.
Net unrealized depreciation on equity investments was $7,572,562 and
$14,777,967 at September 30, 2003, and December 31, 2002, respectively.
During the quarter ended September 30, 2003, the Partnership recorded a
decrease in net unrealized depreciation on equity investments of $7,507,028.
During the quarter ended September 30, 2002, the Partnership recorded an
increase in net unrealized depreciation on equity investments of $966,151.
The increase in 2003 was primarily attributable to decreases in the fair
value of privately held companies in the medical industry. The change in 2002
was primarily attributable to a decrease in the publicly traded price of
Valentis, Inc. and decreases in the fair value of portfolio companies in the
medical industry and biotechnology industries.
Total investment expenses were $490,925 for the quarter ended September 30,
2003, compared to $413,688 for the same period in 2002. The increase was
primarily due to increased investment monitoring, administrative services and
professional fees.
During the quarter ended September 30, 2003, the Partnership recorded net
realized gains from venture capital limited partnership investments of
$1,986. During the same period in 2002, there were gains of $494.
Given the inherent risk associated with the business of the Partnership, the
future performance of the portfolio company investments may significantly
impact future operations.
Current nine months compared to corresponding nine months in the preceding
- --------------------------------------------------------------------------
year
- ----
Net increase in partners' capital resulting from operations was $3,448,211
for the nine months ended September 30, 2003, compared to a net decrease in
partners' capital resulting from operations of $4,006,958 for the same period
in 2002.
During the nine months ended September 30, 2003, the Partnership wrote off
its investments in Pherin Pharmaceuticals, Inc., Prolinx, Inc., Resolution
Sciences Corporation, Innergy Power Corporation and Periodontix, Inc. These
totaled $200,000, $3,761,101, $1,188,393, $3,000 and $937,327, respectively.
During the same period in 2002, realized loss from investment write-offs
totaled $5,446,528 and related to notes and interest receivable from Sutmyn
Storage Corporation. It had been determined by the Managing General Partners
that there would be no recovery on the notes after Sutmyn Storage Corporation
ceased operations; therefore, the cost of these notes was written off.
During the quarter ended June 30, 2003, the Partnership recorded a gain of
$2,353,809 as a result of filing dissenters' rights. On September 25, 2003,
the Partnership dropped its dissenters' claim after Tessera Technologies,
Inc. agreed to allow the Partnership to participate in its public offering on
the same terms as its other shareholders. (See Notes 4 and 5). As a result
of the dismissal of the dissenters' rights claim, the Partnership reversed
the gain of $2,353,809 and reclassified the receivable associated with the
claim to an equity investment for the quarter ended September 30, 2003.
Net unrealized depreciation on equity investments was $11,402,534 and
$14,777,967 at September 30, 2003, and December 31, 2002, respectively.
During the nine months ended September 30, 2003, the Partnership recorded a
decrease in net unrealized depreciation on equity investments of $11,332,873
compared to an increase in unrealized depreciation of $3,035,912 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 and biotechnology industries.
Other income of $243,880 and $666,667 was recognized during the nine months
ended September 30, 2003 and 2002, respectively. This was the result of a
settlement between Kanematsu Corporation, a creditor of one of the
Partnership's portfolio companies, and the Partnership. See Note 9.
For the nine months ended September 30, 2002, net realized gain from equity
investment sales of $616,293 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 $2,257,831 for the nine months ended September
30, 2003, compared to $2,407,542 for the same period in 2002. The decrease
was primarily due to decreased management fees, administrative and computer
services, offset by increased professional fees related to the Kanematsu
legal proceeding.
During the nine months ended September 30, 2002, the Partnership recorded net
realized gains from venture capital limited partnership investments of
$115,249. During the same period in 2002, there were gains of $27,832.
During the nine months ended September, 2003 and 2002, interest income was
$103,861 and $131,060, respectively. The decrease was primarily the result
of reduced cash balances.
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 Venture Partners V, An
Aggressive Growth Fund, 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 Venture Partners V, An
Aggressive Growth Fund, L.P.'s disclosure controls and procedures are
effective to ensure that information required to be disclosed by Technology
Funding Venture Partners V, An Aggressive Growth Fund, L.P. in this report is
accumulated and communicated to Technology Funding Venture Partners V, An
Aggressive Growth Fund, 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 Venture Partners V, An Aggressive Growth Fund,
L.P.'s internal controls or other factors that could significantly affect
such controls subsequent to the date of their evaluation other than changes
needed to maintain adequate separation of duties and responsibilities of
personnel in the ordinary course of business, and there were no corrective
actions with regard to significant deficiencies and material weaknesses.
CERTIFICATION
-------------
I, Charles R. Kokesh, President, Chief Executive Officer, Chief Financial
Officer and Chairman of Technology Funding Inc. and Managing General
Partner of Technology Funding Ltd., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Technology Funding
Venture Partners V, An Aggressive Growth Fund, 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: November 14, 2003 By: /s/Charles R. Kokesh
--------------------------------
Charles R. Kokesh
President, Chief Executive
Officer, Chief Financial
Officer and Chairman of
Technology Funding Inc. and
Managing General Partner of
Technology Funding Ltd.
II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) A report on Form 8-K was filed by the Partnership during the
quarter ended March 31, 2003. Pursuant to Article 6 of the Partnership
Agreement for Technology Funding Venture 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: November 14, 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 Venture Partners V, An Aggressive
Growth Fund, L.P. (the Partnership) Quarterly Report on Form 10-Q for the
period ending September 30, 2003, as filed with the Securities and Exchange
Commission (the Report), I Charles, R. Kokesh, President, Chief Executive
Officer, Chief Financial Officer and Chairman of Technology Funding Inc.
and Managing General Partner of Technology Funding Ltd., certify, pursuant
to 18 U.S.C. Section 1350, as added Section 906 of the Sarbanes-Oxley Act
of 2002, that:
1. The Report fully complies with the requirements of Section 15(d) of
the Securities Exchange Act of 1934; and
2. To my knowledge, the information contained in the Report fairly
presents, in all material respects, the financial condition and
results of operations of the Partnership as of and for the period
covered by the Report.
Date: November 14, 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 Venture Partners V, An Aggressive Growth Fund, L.P.
(a Delaware limited partnership) 11/14/2003 2:58 PM
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